UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, ~~2018~~ 2019

OR or

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

Commission File Number: ~~000~~001-~~1321002~~15673

AGRITEK HOLDINGS, INC. (Exact name of registrant as specified in its charter)


AGRITEK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware		20-8484256
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

777 Brickell Ave. Suite 500
Miami, FL 33131		(305) 721-2727
(Address of Principal Executive Offices and Zip Code)		(Registrant’s telephone number, including area code)

Delaware		20-1321002
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
777 Brickell Ave. Suite 500
Miami, FL		33131
(Address of principal executive offices)		(Zip Code)

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

~~(305)~~Title ~~721-2727~~of ~~(Registrant’s~~Each ~~telephone~~Class ~~number,~~Trading ~~including~~Symbol ~~area~~Name ~~code)~~of each Exchange on which registered N/A N/A N/A

Securities registered ~~under~~pursuant to Section 12(bg) of the Act: ~~None~~Common Stock, par value $0.0001 per share

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☑ ☐ No ☐☑

Indicate by check mark whether the ~~issuer~~ registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or ~~has~~ 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 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☑ No ☐ No ☑

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant is ~~delinquent~~a ~~filers~~large ~~pursuant~~accelerated tofiler, ~~Item~~an ~~405~~accelerated offiler, ~~Regulation~~a Snon-Kaccelerated ~~(§229.405)~~filer, issmaller ~~not~~reporting ~~contained herein~~company, ~~and~~ ~~will~~or ~~not~~an beemerging ~~contained,~~growth tocompany. See the ~~best~~definitions of ~~registrant’s~~“large ~~knowledge~~accelerated filer,” in“accelerated ~~definitive~~filer,” ~~proxy~~“smaller orreporting ~~information~~company,” and ~~statements~~“emerging ~~incorporated by~~growth ~~reference~~company” in ~~Part~~Rule ~~III~~12b-2 of ~~this~~the ~~Form~~Exchange ~~10-K or any amendment to this Form 10-K~~Act. ☑

~~Indicate by~~Large ~~check mark whether the registrant is a large~~ accelerated filer, an☐ ~~accelerated~~Accelerated filer, a☐ ~~non~~Non-accelerated filer, or☑ aSmaller ~~smaller~~ reporting company. ~~See~~☑ ~~the~~Emerging ~~definitions~~growth ~~of “large accelerated filer,” “accelerated filer” and “smaller reporting~~ company” ~~in Rule 12b-2 of the Exchange Act.~~☐

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer☐ (Do not check if a smaller reporting company) Smaller reporting company ☑ Emerging growth company ☑

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

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

~~State the~~The aggregate market value of the voting and non-voting common ~~equity~~stock held by non-affiliates ~~computed~~of ~~by reference to~~ the ~~price at~~registrant ~~which~~as ~~the~~of ~~common~~June ~~equity~~30, ~~was last sold~~2020, or the ~~average~~last ~~bid~~business ~~and~~day ~~asked~~of ~~price~~the ofregistrant’s last ~~such~~completed ~~common~~second ~~equity~~quarter, asbased ofupon the ~~last~~closing ~~business~~price ~~day~~ of the ~~registrant’s~~common ~~most~~stock ~~recently~~of ~~completed~~$0.035 ~~second~~on ~~fiscal~~such ~~quarter.~~date is $~~16,995,794~~ ~~on June 30~~1, ~~2018~~057,945.

~~The number~~As of ~~shares~~March 2, ~~outstanding~~2021 , there were 73,864,989 shares of the ~~registrant~~issuer’s ~~$0.0001~~common stock, par value ~~Common Stock as of May 3~~$0.0001, ~~2019,~~issued ~~was~~and ~~6,538,578~~outstanding.

Table of Contents

	PART I	Page
				Page
Item 1	Business	4
			PART I
Item 1A	Risk Factors	13
	Item 1		Business		4
Item 1B	Unresolved Staff Comments	32
	Item 1A		Risk Factors		13
Item 2	Properties	32
	Item 1B		Unresolved Staff Comments		28
Item 3	Legal Proceedings	33
	Item 2		Properties		28
Item 4	Mine Safety Disclosures	33
	Item 3		Legal Proceedings		29
	PART II
	Item 4		Mine Safety Disclosures		29
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	33
			PART II
Item 6	Selected Financial Data	37
	Item 5		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		30
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
	Item 6		Selected Financial Data		32
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	44
	Item 7		Management’s Discussion and Analysis of Financial Condition and Results of Operations		32
Item 8	Financial Statements and Supplementary Data	44
	Item 7A		Quantitative and Qualitative Disclosures About Market Risk		39
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	44
	Item 8		Financial Statements and Supplementary Data		39
Item 9A	Controls and Procedures	44
	Item 9		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		39
Item 9B	Other Information	45
	Item 9A		Controls and Procedures		39
	PART III
	Item 9B		Other Information		40
Item 10	Directors, Executive Officers and Corporate Governance	46
			PART III
Item 11	Executive Compensation	48
	Item 10		Directors, Executive Officers and Corporate Governance		41
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	49
	Item 11		Executive Compensation		43
Item 13	Certain Relationships and Related Transactions, and Director Independence	50
	Item 12		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		45
Item 14	Principal Accountant Fees and Services	51
	Item 13		Certain Relationships and Related Transactions, and Director Independence		46
	PART IV
	Item 14		Principal Accountant Fees and Services		49
Item 15	Exhibits and Financial Statement Schedules	52
			PART IV
	Signatures	55
	Item 15		Exhibits and Financial Statement Schedules		50
	Item 16		Form 10-K Summary
			Signatures		51

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This ~~report~~ ~~contains~~Annual ~~forward-looking~~Report ~~statements.~~on ~~The~~Form ~~Securities~~10-K ~~and~~contains ~~Exchange Commission (the “SEC”) encourages companies to disclose~~ forward-looking ~~information so that investors can better understand a company’s future prospects and make informed~~ ~~investment decisions~~statements. ~~This~~These ~~report and other written and oral statements that we make from time to time contain such~~ forward-looking statements ~~that~~are ~~set~~contained ~~out~~principally ~~anticipated~~in ~~results~~the ~~based~~sections ontitled ~~management~~“Business,” and “Management’s Discussion ~~plans~~ and ~~assumptions~~Analysis ~~regarding~~of ~~future~~Financial ~~events~~Condition orand ~~performance. We~~Results ~~have~~of ~~tried~~Operations,” ~~wherever~~and ~~possible,~~are togenerally ~~identify~~identifiable ~~such statements~~ by ~~using~~use ~~words~~of ~~such~~the as words “~~project”~~may,” “~~believe”~~will, ~~“anticipate~~”, “~~plan”~~should,” “expect”, ~~“estimate~~”, “~~intend”~~anticipate,” “~~should”~~estimate,” “~~would”~~believe,” “~~could~~intend”, or “~~may~~project”, or the negative of these words or other ~~such~~variations on these words, ~~verbs~~or incomparable ~~the~~terminology. ~~future~~This ~~tense~~report ~~and~~contain ~~words~~such ~~and~~forward-looking ~~phrases~~ statements that ~~convey~~set ~~similar~~out ~~meaning~~anticipated results based on management’s plans and ~~uncertainty~~assumptions ofregarding future events or ~~outcomes to identify these forward–looking statements~~performance. There are a number of important factors beyond our control that could cause actual results to differ materially from the results anticipated by these forward–looking statements. While we make these forward–looking statements based on various factors and using numerous assumptions, you have no assurance the factors and assumptions will prove to be materially accurate when the events they anticipate actually occur in the future. Factors that could cause our actual results of operations and financial condition to differ materially are discussed in greater detail under Item 1A, “Risk Factors” of this ~~annual~~Annual ~~report~~Report on Form 10-K. The forward–looking statements are based upon our beliefs and assumptions using information available at the time we make these statements. We caution you not to place undue reliance on our forward–looking statements as (i) these statements are neither predictions nor guaranties of future events or circumstances, and (ii) the assumptions, beliefs, expectations, forecasts and projections about future events may differ materially from actual results. Except as required by applicable laws, we undertake no obligation to publicly update any forward–looking statement to reflect developments occurring after the date of this Annual Report on Form 10-K.

The forward–looking statements are based upon our beliefs and assumptions using information available at the time we make these statements. We caution you not to place undue reliance on our forward–looking statements as (i) these statements are neither predictions nor guaranties of future events or circumstances, and (ii) the assumptions, beliefs, expectations, forecasts and projections about future events may differ materially from actual results. We undertake no obligation to publicly update any forward–looking statement to reflect developments occurring after the date of this report.

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

Corporate History and General Business Development

~~Corporate~~Agritek ~~History~~Holdings, Inc. (referred to hereafter as “AGTK,” or, the “Company”), was initially incorporated under the laws of the State of Delaware in 1997 under the name Easy Street Online, Inc.

~~Agritek~~In ~~Holdings~~1997, ~~Inc.~~the ~~(referred~~Company changed its name to ~~hereafter~~Frontline asCommunications Corp. (“~~AGTK,~~Frontline”) ~~or,~~and ~~the~~operated as a regional Internet service provider (“~~Company~~ISP”) providing Internet access, ~~was~~web ~~initially~~hosting, ~~incorporated~~website ~~under the~~design, ~~laws~~and ofrelated ~~the~~services ~~State~~to ofresidential and ~~Delaware~~small inbusiness ~~1997~~customers ~~under~~throughout the ~~name~~Northeast ~~Easy~~United ~~Street~~States ~~Online~~and, ~~Inc~~through a network partnership agreement providing Internet access to customers nationwide.

InOn April ~~1997~~3, 2003, the Company ~~changed~~acquired ~~its~~Proyecciones ~~name~~y toVentas ~~Frontline~~Organizadas, ~~Communications Corp~~S.A. ~~(“Frontline”)~~de ~~and~~C.V. ~~operated as a regional Internet service provider~~ (“~~ISP~~Provo Mexico”) ~~providing Internet access, web hosting, website design,~~ and ~~related~~in ~~services to residential and small~~December ~~business~~2003 ~~customers throughout~~ the ~~Northeast~~Company ~~United~~changed ~~States~~the ~~and,~~name ~~through~~to aProvo ~~network~~International ~~partnership~~Inc. ~~agreement, Internet access to customers nationwide~~(“Provo”).

~~On April~~In 32008, ~~2003,~~Provo ~~the~~changed ~~Company~~its ~~acquired~~name ~~Proyecciones~~to yEbenefits ~~Ventas~~Direct, ~~Organizadas~~Inc., Swhich, through its wholly-owned subsidiary, L.A. deMarketing CPlans, LLC, engaged in the business of direct response marketing.V. ~~(“Provo~~The ~~Mexico”)~~Company’s ~~and~~principal inbusiness ~~December~~was ~~2003~~to market and sell non-insurance ~~the~~healthcare ~~Company~~programs ~~changed~~designed ~~the~~to ~~name~~complement medical insurance products and to ~~Provo~~provide ~~International~~savings ~~Inc.~~for ~~(“Provo”)~~those who cannot afford or qualify for traditional health insurance products.

InOn October 14, 2008, ~~Provo~~ ~~changed its name to~~ Ebenefits Direct, Inc., ~~which,~~changed ~~through~~ its ~~wholly-owned~~name ~~subsidiary,~~to ~~L.A.~~Seraph ~~Marketing Plans~~Security, ~~LLC, engaged in the business of direct response marketing~~Inc. The Company’s principal business was to market and sell non-insurance healthcare programs designed to complement medical insurance products and to provide savings for those who cannot afford or qualify for traditional health insurance products(“Seraph”).

On ~~October~~ 14April 25, ~~2008~~2009, ~~Ebenefits~~Seraph ~~Direct~~acquired Commerce Online Technologies, Inc., ~~changed~~a ~~its~~credit ~~name~~and todebit ~~Seraph~~card ~~Security,~~processing ~~Inc~~company. ~~(“Seraph”).~~

On ~~April~~ 25May 20, 2009, Seraph ~~acquired~~Security, Inc. changed its name to Commerce Online ~~Technologies~~, Inc., ato ~~credit~~more ~~and~~accurately ~~debit~~reflect ~~card~~its core business of merchant processing, ~~company~~and financial services.

OnAs of ~~May~~February 2018, ~~2009~~ 2010, ~~Seraph~~Commerce ~~Security~~Online, Inc. changed its name to ~~Commerce~~Cannabis ~~Online~~Medical Solutions, Inc. to(“CMSI”) ~~more~~as ~~accurately~~a ~~reflect~~provider of ~~its~~merchant ~~core~~processing ~~business~~payment oftechnologies ~~merchant processing,~~for the medical marijuana and ~~financial~~wellness ~~services~~sector.

4On March 8, 2010, the Company completed the acquisition of 800 Commerce, Inc. (“800 Commerce”) a Florida Corporation incorporated by the Company’s then Chief Executive Officer. The company issued 1,000,000 shares of common stock to 800 Commerce for all the issued and outstanding stock of 800 Commerce, Inc.

AsIn ofJune ~~February 18,~~ 2010, ~~Commerce Online~~31,288,702 ~~Inc.~~shares ~~changed~~of ~~its~~common ~~name~~stock towere ~~Cannabis~~issued ~~Medical~~as ~~Solutions,~~dividend ~~Inc.~~shares (the “~~CMSI~~dividend”) asto aall ~~provider~~existing shareholders of ~~merchant~~common ~~processing~~stock ~~payment~~of ~~technologies for the medical marijuana and wellness sector~~record.

On ~~March~~ 8June 14, ~~2010~~2011, ~~the~~Cannabis ~~Company~~Medical ~~completed~~Solutions, ~~the~~Inc. ~~acquisition~~changed ofits ~~800~~merchant ~~Commerce,~~name to MediSwipe Inc. (“~~800 Commerce~~MWIP”) as a ~~Florida~~result ~~Corporation incorporated~~of byits ~~the~~focus ~~Company’s~~on ~~Chief~~the ~~Executive~~processing ~~Officer.~~and ~~The~~financial ~~company~~services ~~issued~~related ~~1,000,000 shares of common stock~~ to ~~800~~medical ~~Commerce~~marijuana ~~for all the issued and outstanding stock of 800 Commerce, Inc~~business.

~~In June~~On ~~2010~~June 26, 312013,~~288,702~~ ~~shares of common stock were issued as dividend shares (~~the ~~“dividend”)~~Company toformed ~~all~~American ~~existing~~Hemp ~~shareholders of~~Trading ~~common~~Company, ~~stock~~a ofwholly ~~record~~owned subsidiary.

On ~~June~~ ~~14,~~June ~~2011~~26, ~~Cannabis Medical Solutions~~2013, ~~Inc.~~the ~~changed~~Company ~~its~~formed ~~merchant~~Agritech ~~name~~Innovations, ~~to MediSwipe~~ Inc. (“~~MWIP~~AGTI”), as a ~~result~~wholly ofowned ~~its focus~~subsidiary. onOn ~~the~~September ~~processing~~3, ~~and~~2013, AGTI ~~financial~~changed ~~services~~its ~~related~~name to ~~medical~~Agritech ~~marijuana~~Venture ~~business~~Holdings, Inc. (“AVH”).

On ~~June~~ 26November 12, 2013, the Board of Directors of the Company ~~formed~~approved ~~American~~a ~~Hemp~~1-for-10 ~~Trading~~reverse stock split (the “Reverse Stock Split”) and a decrease in the authorized common stock of the Company to 250,000,000. aPursuant ~~wholly~~to ~~owned~~the ~~subsidiary~~Reverse Stock Split, each 10 shares of the Company’s common stock automatically converted into one share of Company common stock.

On ~~June~~ 26November 12, 2013, the ~~Company~~Financial ~~formed~~Industry ~~Agritech~~Regulatory ~~Innovations,~~Authority ~~Inc.~~ (“~~AGTI~~FINRA”), aapproved ~~wholly~~the ~~owned~~Reverse ~~subsidiary.~~Stock OnSplit ~~September~~with 3,an ~~2013,~~effective ~~AGTI~~date ~~changed~~of ~~its~~December ~~name to Agritech Venture Holdings~~11, ~~Inc~~2013. ~~(“AVH”).~~

On ~~November~~ 12April 23, ~~2013~~2014, ~~the~~MWIP ~~Board~~changed ofits ~~Directors~~name ofto ~~the~~Agritek ~~Company~~Holdings, ~~approved~~Inc. ~~a 1-for-10 reverse stock split~~ (~~the~~ “~~Reverse Stock Split~~AGTK”) ~~and~~ ~~a decrease in the authorized common stock of the Company~~ to ~~250,000,000.~~more ~~Pursuant~~properly toreflect the ~~Reverse Stock Split, each 10 shares of the~~ Company’s current ~~common~~business ~~stock automatically converted into one share of Company common stock~~model.

On ~~November~~ 12May 27, ~~2013~~2014, ~~the~~AVH ~~Financial~~changed ~~Industry~~its ~~Regulatory~~names ~~Authority~~to ~~(“FINRA”)~~Agritek ~~approved~~Venture ~~the Reverse Stock Split with an effective date of December 11~~Holdings, ~~2013~~Inc. ~~All the share amounts in this annual report on Form 10-K reflect the Reverse Stock Split~~(“AVHI”).

On ~~April~~ 23August 27, 2014, ~~MWIP~~American Hemp Trading Company changed its name to ~~Agritek~~Prohibition ~~Holdings~~Products, Inc. (“~~AGTK~~PPI”) ~~to more properly reflect the Company’s current business model.~~

OnUnless otherwise ~~May 27~~noted, ~~2014,~~ ~~AVH~~references ~~changed~~in ~~its~~this ~~names~~Form 10-K to ~~Agritek~~the ~~Venture~~“Company,” ~~Holdings~~“we,” ~~Inc.~~“our” (or “~~AVHI~~us”) means Agritek Holdings, Inc.

~~On August 27, 2014, American Hemp Trading Company changed its name to Prohibition Products, Inc. (“PPI”)~~4

~~Unless~~Description ~~otherwise noted,~~of references in this Form 10-K to “Seraph,” “Commerce Online, Inc.,” “Cannabis Medical Solutions,” “Mediswipe,” the “Company,” “we,” “our” or “us” means Agritek Holdings, Inc.Business

~~Description~~Agritek Holdings, Inc. together with its subsidiaries collectively (“the Company” or “Agritek Holdings”) is a public company incorporated pursuant to the laws of ~~Business~~the state of Delaware and quoted on the OTC Markets Pink Tier under the symbol “AGTK”. Our corporate headquarters is located at 777 Brickell Avenue Suite 500, Miami, Fl. 33131 and our telephone number is (305) 721.2727. Our website address is as follows: www.agritekholdings.com. Information available on or accessible through our websites is not a part of and shall not be deemed to be incorporated into this Annual Report on Form 10-K.

~~Our~~Agritek ~~corporate headquarters~~Holdings is a ~~located~~fully atintegrated, ~~777~~active ~~Brickell~~investor ~~Avenue~~and ~~Suite~~operator ~~500,~~in ~~Miami,~~the Fllegal cannabis sector. ~~33131~~Specifically, Agritek Holdings provides strategic capital and ~~our~~functional ~~telephone~~expertise ~~number~~seeking isto ~~(305)~~accelerate ~~721.2727.~~the ~~Our~~commercialization ~~website addresses~~of ~~are~~its asdiversified ~~follows:~~portfolio ~~www~~of holdings.~~agritekholdings.com.~~ NoThe ~~information~~Company is ~~available~~focused on orthree ~~through~~high-value ~~our~~segments ~~websites~~of ~~shall~~the becannabis ~~deemed~~market, toincluding bereal ~~incorporated into~~estate ~~this~~investment, ~~Annual~~intellectual ~~Report~~property onbrands; and ~~Form~~infrastructure, ~~10-K~~with operations in U.S. ~~Our~~States, ~~common~~including ~~stock~~Florida, ~~par~~Colorado ~~value~~and $0California.~~0001~~ ~~(the~~Agritek ~~“Common~~Holdings ~~Stock”),~~invests isits ~~quoted~~capital via onreal ~~the~~estate ~~OTC Markets Group~~holdings, ~~Inc.’s~~licensing ~~OTC~~agreements, ~~Pink~~royalties ~~Sheets~~and ~~tier~~equity ~~under~~in ~~the~~acquisition ~~symbol “AGTK~~operations.”

~~Agritek Holdings~~We ~~Inc.~~intend ~~(“the~~to ~~Company”~~provide key orbusiness ~~“Agritek~~services ~~Holdings”)~~to ~~is a fully integrated, active investor and operator in~~ the legal cannabis sector. Specifically, Agritek Holdings provides strategic capital and functional expertise to accelerate the commercialization of its diversified portfolio of holdings. Currently, the Company is focused on three high-value segments of the cannabis market, including real estate investment, intellectual property brands; and infrastructure, with operations in two states including Colorado and California, the territory of Puerto Rico as well as Canada. Agritek Holdings invests its capital via real estate holdings, licensing agreements, royalties and equity in acquisition operations. The company also owns several Hemp and cannabis brands for distribution including "Hemp Pops", “MD Vapes” and "California Premiums". Agritek Holdings, Inc. does not directly grow, harvest, or distribute or sell cannabis or any substances that violate or contravene United States law or the Controlled Substances Act, nor does it intend to do so in the future.:

5• Funding and Financing Solutions for Agricultural Land and Properties zoned for the regulated Cannabis Industry; • Dispensary and Retail Solutions; • Commercial Production and Equipment Build Out Solutions; • Multichannel Supply Chain Solutions; • Branding, Marketing and Sales Solutions of proprietary product lines; and • Consumer Product Solutions.

~~Agritek Holdings Inc. has organized its interests across three business units – Agritek Venture Holdings;~~ The ~~American Hemp Trading~~ Company; ~~and~~intends ~~MediSwipe,~~to ~~Inc.~~bring ~~Agritek Venture Holdings includes the Company~~its’s ~~real estate portfolio, controlled equity holdings,~~array ~~minority equity holdings and royalty interests in real estate or licensed operations. Subsidiary operations also include a portfolio~~ of ~~wholly~~services ~~owned~~to ~~and~~each ~~licensed~~new ~~brands~~state that ~~cover~~legalizes ~~high~~the ~~growth~~use ~~segments~~ of ~~the~~ cannabis ~~sector~~according ~~including~~to ~~vaping,~~appropriate ~~pre-rolls,~~state ~~edibles, topicals, medical devices, concentrates~~ and ~~animal~~federal ~~health~~laws. ~~under~~Our ~~its~~primary ~~American Hemp Trading Company brand and Colorado industrial~~objective ~~hemp~~is ~~license.~~acquiring ~~MediSwipe,~~commercial ~~Inc.~~properties ~~offers~~to abe ~~suite~~utilized ofin ~~services~~the ~~including~~commercial ~~corporate~~marijuana ~~finance,~~industry ~~marketing~~as &cultivation ~~branding,~~facilities ~~operational~~in ~~support,~~compliance ~~financial~~with ~~management,~~state ~~and compliance & regulatory services~~laws. ~~These~~This ~~services~~is ~~are~~an ~~offered~~essential byaspect aof ~~strong~~our ~~in-house~~overall ~~team~~growth ~~complemented by~~strategy ~~independent~~because ~~advisors~~once ~~with~~acquired ~~the objective of assisting clients~~ and ~~partners~~re-zoned, ~~in accelerating~~ the ~~commercialization~~value of ~~their product(s)~~such orreal ~~services,~~property ~~and~~is ~~ultimately~~substantially inhigher ~~leveraging~~than ~~their~~under ~~unique selling proposition to create a leadership position in their chosen niche within~~ the ~~global~~previous ~~cannabis~~zoning ~~industry~~and use.

~~Recent~~Once properties are identified and acquired ~~Developments~~to be used for purposes related to the commercial marijuana industry as provided for by state law, we plan to create vertical channels within that legal jurisdiction including equipment financing, payment processing and marketing of exclusive brands and services to retail dispensaries.

~~Currently, we~~The ~~are~~Company’s ~~exploring~~business ~~strategic~~focus ~~alternatives~~is ~~for~~primarily to ~~certain~~hold, ~~operational~~develop and ~~non-operational~~manage ~~assets~~real ~~in both Colorado and California~~property. ~~We are~~The ~~confident~~Company weshall ~~can~~also ~~get~~provide aoversight ~~better return~~ on ~~our~~every ~~invested~~property ~~capital~~that byis ~~redeploying~~part ~~assets.~~of ~~We’re~~its ~~working with financial advisors~~portfolio. toThis ~~identify~~can ~~locations~~include orcomplete ~~permits~~architectural ~~that~~design ~~can~~and ~~generate~~subsequent ~~non~~build-~~dilutive~~outs, ~~capital~~general ~~that~~support, ~~can~~landscaping, begeneral ~~reinvested~~up-keep, inand ~~strategic locations to produce~~state ~~greater returns. We have identified multiple opportunities that appear to be a more accretive use~~ of ~~capital.~~the ~~There~~art ~~are~~security ~~numerous risks and uncertainties associated with our exploration of strategic alternatives and there can be no assurance that these efforts will be successful~~systems.

OnAt ~~March 26,~~this ~~2019~~time, ~~we implemented a 1-for-200 reverse stock split of our common stock (~~the ~~“Reverse~~Company ~~Stock~~does ~~Split”).~~not ~~The~~grow, ~~Reverse~~process, ~~Stock~~own, ~~Split~~handle, ~~became effective in the stock market upon commencement of trading on March 26~~transport, ~~2018.~~or Assell amarijuana ~~result~~as of the ~~Reverse~~Company ~~Stock Split,~~is ~~every~~organized ~~two-hundred shares of our Pre-Reverse Stock Split common stock were combined~~ and ~~reclassified~~directed ~~into~~to ~~one~~operate ~~share~~strictly ~~of our common stock. No fractional shares were issued~~ in ~~connection~~accordance with ~~the~~all ~~Reverse~~applicable state ~~Stock Split,~~ and ~~any~~federal ~~fractional~~laws. ~~shares~~As ~~were rounded up to~~ the ~~nearest~~legal ~~whole~~environment ~~share.~~changes ~~The~~in ~~number of shares of common stock subject to outstanding options~~Colorado, ~~warrants~~ California and ~~convertible securities~~other ~~were also reduced by a factor of two-hundred as of March 26~~states, ~~2019.~~the ~~All~~Company’s ~~historical share and per share amounts reflected~~management ~~throughout~~may ~~this~~explore ~~report~~business ~~have~~opportunities ~~been~~that ~~adjusted~~involve toownership ~~reflect~~interests ~~the~~in ~~Reverse~~dispensaries ~~Stock~~and ~~Split.~~growing ~~The~~operations ~~authorized~~if ~~number of shares~~ and ~~the~~when ~~par~~such ~~value~~business ~~per~~opportunities ~~share~~become oflegally ~~our~~permissible ~~common~~under ~~stock~~applicable ~~were~~state ~~not~~and ~~affected~~federal ~~by the Reverse Stock Split~~laws.

WeThe Company ~~have~~also owns several Hemp and cannabis brands for distribution including "Hemp Pops", “MD Vapes”, “Rehab aRx”, “~~rollup~~Higher Society” ~~growth~~and ~~strategy~~"California Premiums". Agritek Holdings, ~~which~~Inc. ~~includes~~does not directly grow, harvest, or distribute or sell cannabis or any substances that violate or contravene United States law or the ~~following~~Controlled Substances Act, ~~components:~~nor does it intend to do so in the future.

•Through its ~~With~~vertically ~~our~~integrated business model, the Company also strives to produce, brand ~~recognition~~and distribute hemp based products to improve customers’ lives and ~~experienced~~meet ~~management~~their ~~team,~~demands ~~maximize~~for ~~productivity~~stringent product quality, ~~provide~~efficacy ~~economies~~and consistency. The Company does not produce or sell medicinal or recreational marijuana or products derived therefrom. The Company’s hemp products are made from high quality strains of ~~scale~~whole-plant hemp extracts containing a broad spectrum of phytocannabinoids, including CBD, CBN, CBN terpenes, flavonoids and ~~increase~~other ~~profitability~~minor ~~through~~but ~~our~~valuable ~~public~~hemp ~~market~~compounds. ~~vehicle;~~The •Company ~~Acquire~~believes ~~unique~~the ~~products~~presence ~~and~~of ~~niche~~these ~~players~~various ~~where~~compounds ~~barriers~~work synergistically to ~~entry~~heighten the effects of the products, making them superior to single-compound CBD isolates. The Company’s hemp extracts are ~~high~~produced from hemp, which is defined in the 2018 Farm Bill as the plant Cannabis sativa L. and ~~margins~~any ~~are~~part ~~robust~~of that plant, ~~providing~~including the ~~them~~seeds ~~clients~~thereof and all derivatives, extracts, cannabinoids, isomers, acids, salts, and salts of isomers, whether growing or not, with a ~~broader~~delta9 ~~outlet~~tetrahydrocannabinol ~~for~~(“THC”) ~~their~~concentration ~~products;~~of not more than 0.3 percent on a dry weight basis. THC causes psychoactive effects when consumed and •is ~~Acquire~~typically ~~multiple~~associated ~~production~~with ~~facilities~~marijuana to(i.e. ~~capture~~Cannabis ~~the~~with ~~market~~high-THC ~~vertically~~content). The Company does not produce or sell medicinal or recreational marijuana or products derived from ~~manufacturing~~high-THC toCannabis/marijuana ~~production~~plants. Hemp upproducts tohave ~~retail~~no psychoactive effects.

~~Marijuana~~Our ~~Industry~~operations ~~Overview~~include a portfolio of wholly owned and licensed brands that cover high growth segments of the cannabis sector including CBD edibles and topicals under our newly acquired Rehab Rx brand. Present and future brand launches are planned to be offered by a strong in-house team complemented by independent advisors with the objective of assisting clients and partners in accelerating the commercialization of their product(s) or services, and ultimately in leveraging their unique selling proposition to create a leadership position in their chosen niche within the global cannabis industry. The Company’s current product categories include human ingestible (tinctures, capsules, and gummies), topicals, and pet products. Planned product categories, as or when approved by the U.S. Food and Drug Administration (“FDA”) include powdered supplements, beverage, food, beauty, sport, professional (dedicated health care practitioner products) and over-the-counter wellness. The Company’s products are distributed through its ecommerce websites RehabRx.com, Hemppops.com and third party ecommerce websites including Amazon, select distributors and a variety of brick and mortar retailers. The Company sources high-quality hemp through long term contract farming operations in Colorado and California.

Marijuana cultivation refers to the planting, tending, improving and harvesting of the flowering plant Cannabis, primarily for the production and consumption of cannabis flowers, often referred to as “buds.” The cultivation techniques for marijuana cultivation differ for other purposes such as hemp production and generally references to marijuana cultivation and production do not include hemp.5

~~Cannabis belongs~~We toalso ~~the~~have ~~genus~~a ~~Cannabis in the family Cannabaceae and for the purposes of production and consumption, includes three species, C. sativa (~~“~~Sativa~~rollup”), ~~C. indica (“Indica”)~~growth strategy, and C. ruderalis (“Ruderalis”). Sativa and Indica generally grow tall with some varieties reaching approximately four meters. The females produce flowers rich in tetrahydrocannabinol (“THC”). Ruderalis is a short plant and produces trace amounts of THC but is very rich in cannabidiol (“CBD”) and which isincludes ~~an antagonist (inhibits~~ the ~~physiological~~following ~~action) to THC.~~components:

6· With our brand recognition and experienced management team, maximize productivity, provide economies of scale, and increase profitability through our public market vehicle;

As· ofAcquire ~~December 2018,~~unique ~~there~~products ~~are~~and aniche ~~total~~players ofwhere 33barriers ~~states, plus the District of Columbia, with legislation passed as it relates~~ to ~~medicinal~~entry ~~cannabis. Of~~are ~~these~~high ~~states,~~and 10margins ~~have decriminalized adult use cannabis legislation. These state laws~~ are ~~in direct conflict with the United States Federal Controlled Substances Act (21 U.S.C. § 811) (“CSA”)~~robust, ~~which~~providing ~~places~~them ~~controlled~~clients ~~substances, including cannabis, in~~ a ~~schedule.~~broader ~~Cannabis~~outlet ~~is classified as a Schedule I drug, which is viewed as having a high potential~~ for ~~abuse,~~their ~~has no~~products; ~~currently-accepted use for medical treatment in the U.S.,~~ and ~~lacks acceptable safety for use under medical supervision.~~

~~These~~· ~~33 states,~~Develop and ~~the~~acquire ~~District~~multiple ~~of Columbia, have adopted laws that exempt patients who use medicinal~~ cannabis ~~under~~brands ~~a physician’s supervision from state criminal penalties. These are collectively referred~~ to ascapture the ~~states~~market ~~that~~vertically ~~have~~from ~~de-criminalized~~manufacturing ~~medicinal cannabis,~~to ~~although~~production ~~there~~up isto ~~a subtle difference between de-criminalization and legalization, and each state’s laws are different~~retail.

~~The~~Going ~~states that have legalized medicinal cannabis are as follows (in alphabetical order):~~concern

1	.	Alaska	12	.	Maine	23	.	New York
2	.	Arizona	13	.	Maryland	24	.	North Dakota
3	.	Arkansas	14	.	Massachusetts	25	.	Ohio
4	.	California	15	.	Michigan	26	.	Oklahoma
5	.	Colorado	16	.	Minnesota	27	.	Oregon
6	.	Connecticut	17	.	Missouri	28	.	Pennsylvania
7	.	Delaware	18	.	Montana	29	.	Rhode Island
8	.	Florida	19	.	Nevada	30	.	Utah
9	.	Hawaii	20	.	New Hampshire	31	.	Vermont
10	.	Illinois	21	.	New Jersey	32	.	Washington
11	.	Louisiana	22	.	New Mexico	33	.	West Virginia

As reflected in the accompanying consolidated financial statements contained elsewhere in this Annual Report on Form 10-K, the Company had net loss of $8,045,888 and $1,412,278 for the years ended December 31, 2019 and 2018, respectively. The net cash used in operations were $1,448,001 and $1,260,492 for the years ended December 31, 2019 and 2018, respectively. Additionally, the Company had an accumulated deficit of $35,036,243 and $26,990,355 at December 31, 2019 and December 31, 2018, respectively, had a working capital deficit of $5,355,872 at December 31, 2019, had no revenues from operations in 2019 and 2018 and we defaulted on our debt. Management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report.

~~Medical cannabis~~Management ~~decriminalization~~cannot isprovide ~~generally~~assurance ~~referred~~that towe will asultimately ~~the~~achieve ~~removal~~profitable ofoperations ~~all~~or ~~criminal~~become ~~penalties~~cash ~~for~~flow ~~the~~positive ~~private~~or ~~possession~~raise additional debt and/or ~~use~~equity capital. Management ofbelieves ~~cannabis~~that byour ~~adults,~~capital ~~including~~resources ~~cultivation~~are ~~for~~not ~~personal~~currently ~~use~~adequate ~~and~~to ~~casual,~~continue ~~nonprofit~~operating ~~transfers~~and ofmaintaining ~~small~~its ~~amounts.~~business ~~Legalization~~strategy isfor ~~generally~~a ~~referred~~period toof astwelve months from the ~~development~~issuance date of athis ~~legally~~report. ~~controlled~~The ~~market~~Company ~~for~~will ~~cannabis,~~seek ~~where~~to ~~consumers~~raise ~~purchase~~capital ~~from~~through aadditional ~~safe, legal,~~debt and/or ~~regulated~~equity ~~source~~financings to fund its operations in the future.

~~The~~Although ~~dichotomy between~~the ~~federal~~Company ~~and state laws~~ has ~~limited~~historically ~~the~~raised capital ~~access~~from tosales ~~banking and other financial services by marijuana businesses. The U.S. Department~~ of ~~Justice~~equity and from the ~~U.S.~~issuance ~~Department~~ of ~~Treasury~~promissory ~~have~~notes, ~~issued~~there ~~guidance~~is ~~for~~no ~~banks~~assurance ~~considering~~that ~~conducting~~it ~~business~~will ~~with marijuana~~be ~~dispensaries~~able ~~in states where those businesses are legal, pursuant~~ to ~~which banks must file a Marijuana Limited Suspicious~~continue ~~Activity~~to ~~Report~~do ~~that~~so. ~~states~~If the ~~marijuana~~Company ~~business~~ is ~~following~~unable ~~the~~to ~~government’s~~raise ~~guidelines~~additional ~~with~~capital ~~regard~~or tosecure ~~revenue~~additional ~~that is~~lending ~~generated~~in ~~exclusively~~the ~~from~~near ~~legal sales. However~~future, asmanagement ~~banks can still face prosecution if they provide financial services to~~expects ~~marijuana~~that ~~businesses, there is widespread refusal of~~ the ~~banking~~Company ~~industry~~will toneed ~~offer banking services~~ to ~~marijuana~~curtail ~~businesses~~or ~~operating within~~cease ~~state and local laws~~operations.

InRecent November 2016, California and Nevada voters both approved marijuana use for adults over the age of 21 without a physician’s prescription or recommendation, and permitted the cultivation and sale of marijuana, in each case subject to certain limitations. We have obtained the necessary permits and licenses to expand our existing business to cultivate and distribute marijuana in compliance with the laws in the State of Nevada and California. Despite the changes in state laws, marijuana remains illegal under federal law.Developments

~~In November 2016~~Currently, ~~California~~we ~~voters~~are ~~approved~~exploring ~~Proposition~~strategic ~~64,~~alternatives for ~~which~~certain isoperational ~~also~~and ~~known~~non-operational asassets ~~the~~in ~~Adult~~both ~~Use~~Colorado ofand ~~Marijuana~~California ~~Act~~as ~~(“the~~well ~~AUMA”),~~ as in ~~a ballot initiative~~Canada. ~~Among~~We’re ~~other~~working ~~things,~~with financial ~~the~~advisors ~~AUMA~~to ~~makes~~identify itlocations ~~legal~~or ~~for~~permits ~~adults~~that ~~over~~we ~~the~~believe ~~age~~can ofgenerate 21non-dilutive tocapital ~~use~~that ~~marijuana~~can ~~and~~be toreinvested ~~possess~~in upstrategic locations to ~~28.5~~produce ~~grams~~greater ofreturns. ~~marijuana~~We ~~flowers~~have ~~and~~identified 8multiple ~~grams~~opportunities ofthat ~~marijuana~~we ~~concentrates.~~believe ~~Individuals are also permitted~~ to ~~grow~~be upa tomore ~~six~~accretive ~~marijuana~~use ~~plants~~of ~~for personal use~~capital. InThere ~~addition,~~are ~~the~~numerous ~~AUMA~~risks ~~establishes~~and auncertainties ~~licensing~~associated ~~system~~with ~~for~~our ~~businesses~~exploration ~~to,~~of ~~among~~strategic ~~other~~alternatives ~~things, cultivate, process~~ and ~~distribute~~there can ~~marijuana~~be ~~products~~no ~~under~~assurance ~~certain~~that ~~conditions.~~these Onefforts ~~January~~will 1,be ~~2018, the California Bureau of Marijuana Control enacted regulations to implement the AUMA~~successful.

7On March 3, 2019, the Company filed an amendment to its Certificate of Incorporation, with the Delaware Secretary of State, to increase its authorized common stock from 1,250,000,000 shares to 1,499,000,000 shares. The Company’s 1,500,000,000 authorized shares consisted of 1,499,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.01 per share.

~~Nevada~~On ~~voters approved~~March ~~Question~~26, 22019, inwe implemented a ~~ballot~~1-for-200 reverse ~~initiative~~stock insplit ~~November~~of ~~2016.~~our ~~Among~~common ~~other~~stock ~~things,~~(the ~~Question~~“Reverse 2Stock ~~makes~~Split”). itThe ~~legal~~Reverse ~~for~~Stock ~~adults~~Split ~~over~~became effective in the ~~age~~stock ofmarket 21upon tocommencement ~~use~~of ~~marijuana~~trading ~~and~~on toMarch ~~possess~~26, up2019. toAs ~~one~~a ~~ounce~~result of ~~marijuana~~the ~~flowers~~Reverse ~~and~~Stock ~~one~~Split, every two-~~eighth~~hundred shares of our anPre-Reverse ~~ounce~~Stock Split common stock were combined and reclassified into one share of ~~marijuana~~our ~~concentrates~~common stock. ~~Individuals~~ ~~are~~No ~~also~~fractional ~~permitted~~shares were toissued ~~grow~~in upconnection towith ~~six~~the ~~marijuana~~Reverse ~~plants~~Stock ~~for~~Split, ~~personal~~and ~~use.~~any Infractional ~~addition,~~shares ~~Question~~were 2rounded ~~authorizes~~up ~~businesses~~ to ~~cultivate,~~the ~~process~~nearest ~~and~~whole ~~distribute~~share. ~~marijuana~~The number ~~products~~of ~~under~~shares ~~certain~~of ~~conditions.~~common Onstock ~~June~~subject ~~30,~~to ~~2017~~outstanding options, warrants ~~the~~and ~~State~~convertible ofsecurities ~~Nevada~~were ~~Department of~~also ~~Taxation~~reduced ~~approved~~by a ~~our~~factor ~~Dual~~of two-~~Use~~hundred ~~Marijuana~~as ~~business~~of ~~licenses~~March 26, 2019. ~~This~~All ~~approval~~historical ~~allowed~~share ~~all~~and ~~four~~per ofshare ~~our~~amounts ~~Blüm~~reflected ~~cannabis~~throughout ~~dispensaries~~this report have inbeen ~~Nevada~~adjusted to ~~commence~~reflect ~~sales~~the Reverse Stock Split. The authorized number of ~~cannabis~~shares ~~for~~and ~~adult-use~~the ~~beginning~~par onvalue ~~July~~per 1,share ~~2017~~of our common stock were not affected by the Reverse Stock Split.

~~The~~Share ~~U.S. Department~~Exchange ofAgreement ~~Justice~~with ~~(the~~Full ~~“DOJ”) has not historically devoted resources to prosecuting individuals whose conduct~~Spectrum is limited to possession of small amounts of marijuana for use on private property but has relied on state and local law enforcement to address marijuana activity. In the event the DOJ reverses its stated policy and begins strict enforcement of the CSA in states that have laws legalizing medical marijuana and recreational marijuana in small amountsBiosciences, ~~there may be a direct and adverse impact to our business and our revenue and profits~~Inc.

WeOn ~~are~~March ~~monitoring the~~9, ~~Trump administration’s~~2020, the ~~DOJ’s~~Company and ~~Congress’~~Full ~~positions~~Spectrum Bioscience, onInc., ~~federal~~(“FSB”), ~~marijuana~~a ~~law~~private corporation and ~~policy.~~a ~~Since~~related ~~the start~~party, ofincorporated ~~the~~in ~~new~~Colorado ~~Congress~~on inDecember ~~January~~11, ~~2019~~2018 (collectively as “Parties”), ~~there~~entered ~~have~~into ~~been~~a ~~positive~~Share ~~discussions~~Exchange ~~about~~Agreement (the ~~Federal~~“Exchange ~~Government’s~~Agreement”) ~~approach~~ to ~~cannabis.~~acquire 100% ~~The~~of ~~DOJ~~controlling ~~has~~interest ~~not~~in ~~signaled~~FSB. ~~any~~On ~~change~~March in31, ~~their~~2020, ~~enforcement~~pursuant ~~efforts.~~to ~~Based~~the onExchange ~~public~~Agreement, ~~statements~~the ~~and~~Company ~~reports,~~issued weto ~~understand~~10,000,000 shares ~~that~~of ~~certain~~its ~~aspects~~common ofstock ~~those~~to ~~laws~~FSB ~~and~~in ~~policies~~exchange ~~are~~for ~~currently~~1,500 ~~under~~shares ~~review,~~of ~~but~~FSB nocommon ~~official~~stock ~~changes~~which ~~have~~constitutes ~~been~~all ~~announced.~~of ItFSB’s isauthorized and ~~possible~~outstanding ~~that~~common ~~certain~~stock ~~changes~~held toby ~~existing~~a ~~laws~~sole orstockholder. ~~policies~~At ~~could~~the ~~have~~time aof ~~negative~~the ~~effect~~Exchange onAgreement ~~our~~FSB ~~business~~was ~~and~~owned ~~results~~by the spouse of ~~operations~~our Interim Chief Executive Officer.

Although the possession, cultivation and distribution of marijuana for medical and adult use is permitted in California and Nevada, provided compliance with applicable state and local laws, rules, and regulations, marijuana is illegal under federal law. We believe we operate our business in compliance with applicable Nevada and California laws and regulations. Any changes in federal, state or local law enforcement regarding marijuana may affect our ability to operate our business. Strict enforcement of federal law regarding marijuana would likely result in the inability to proceed with our business plans, could expose us to potential criminal liability and could subject our properties to civil forfeiture. Any changes in banking, insurance or other business services may also affect our ability to operate our business.6

•Convertible ~~Real~~Note ~~Estate – Includes building ownership and construction operations where cannabis dispensary and/or cultivation operations are currently in development~~Payable

~~Real~~On May 5, 2020, the Company entered into a ~~Estate~~securities purchase agreement (the “SPA”) with a lender, pursuant to which the Company issued and ~~Construction~~sold ~~Operations~~a promissory note in the aggregate principal amount of up to $565,556 (“May 2020 Note”) to be funded in several tranches, subject to the terms, conditions and limitations set forth in the May 2020 Note and five-year warrants (the “May 2020 Warrants”) to purchase up to 10,282,828 shares of the Company’s common stock at an exercise price equal to 110% of the VWAP of the common stock on the trading day immediately prior to the funding date of the respective tranche, (subject to adjustments under certain conditions as defined in the May 2020 Warrants). The May 2020 Note accrues interest at a rate of 9% per year (which shall be increased to 18% per year upon the occurrence of an Event of Default (as defined in the May 2020 Note). The aggregate principal amount of up to $565,555 consists of OID of up to $55,556 and $10,000 legal fees, with net proceeds of up to $500,000 to be funded in tranches. The maturity date of each tranche funded shall be six months from the effective date of each tranche. The lender has the right at any time to convert all or any part of the funded portion of the May 2020 Note into shares of the Company’s common stock at a conversion price equal to 58% of the lowest trading price during the twenty-five trading day period ending on either (i) the last complete trading day prior to the conversion date or (ii) the conversion date (subject to adjustment as provided in the May 2020 Note), at the Lender’s sole discretion. The Company received the; (i) first tranche on May 5, 2020 with the Company receiving net proceeds of $26,667, net of $16,667 OID and legal fees and issued 477,213 warrants; (ii) second tranche on June 1, 2020, with the Company receiving net proceeds of $40,000, net of $4,445 OID and issued 1,171,132 warrants; (iii) third tranche on June 25, 2020, with the Company receiving net proceeds of $5,000, net of $556 OID and issued 114,784 warrants; (iv) fourth tranche on July 6, 2020, with the Company receiving net proceeds of $25,000, net of $2,778 OID and issued 786,683 warrants; (v) fifth tranche on July 24, 2020, with the Company receiving net proceeds of $25,000, net of $2,778 OID and issued 598,401 warrants; and (vi) sixth tranche on August 5, 2020, with the Company receiving net proceeds of $10,000, net of $1,111 OID and issued 286,148 warrants.

WePower ~~own~~Up ~~real property~~Default ~~in Pueblo~~Interest, ~~Colorado~~Legal ~~on which we plan to build a cultivation operation for Hemp once we have completed payment for water~~Settlement ~~and~~And ~~mineral~~Note rights. Additionally, we own equity interest within a 15,000 sq. ft. licensed manufacturing and cultivation facility based in San Juan, Puerto Rico including investments in infrastructure and equipment through a five- year operations and licensing agreement with our licensed partners 1919 Clinic. We have the first option to purchase the building under our licensee 1919 Clinic LLC, licensed by the Department of Health of Puerto Rico to produce and manufacture cannabis products.Assignment

~~Agritek~~On ~~Holdings~~March ~~Inc.~~18, ~~intends~~2020, the Company entered tointo ~~build~~a onSettlement ~~its~~Agreement ~~existing~~with ~~relationships~~Power byUp ~~developing~~Lending ~~operating~~Group, ~~plans~~LTD. and ~~providing~~Oasis ~~oversight~~Capital LLC, ~~strategy~~pursuant ~~and~~to ~~management~~which of the ~~business~~Company settled a ~~units’~~claim ~~growth~~from ~~and~~PowerUp ~~integration.~~Lending ~~Further~~Group, ~~Agritek~~Ltd. ~~Holdings~~in ~~plans~~the toaggregate ~~continue~~amount ~~expanding~~of ~~its~~$599,233.74. ~~reach~~The bysettlement ~~building~~provided ~~new~~that ~~partnerships~~$300,000 of this ~~with~~amount ~~vertical~~was ~~market~~to ~~partners~~be ~~and~~assigned ~~end-~~to ~~user~~a ~~products~~third-party ~~companies~~lender asand ~~well~~the asremaining ~~exploring~~balance ~~opportunities~~of ~~with~~$299,233.74 ~~successful~~is ~~cultivators and~~to ~~processors.~~be ~~Through~~paid ~~its~~in ~~expansion~~installments; ~~efforts~~(i) $100,000 ~~Agritek~~to ~~Holdings~~be ~~intends~~paid toon ~~utilize~~or ~~online~~before ~~sales~~March 19, 2020 and; ~~marketing~~(ii) ~~platforms~~five equal monthly installments of $33,333.33 ~~participate~~to be paid on or inbefore ~~relevant~~the ~~trade~~19th ~~shows~~day ~~and~~of ~~develop~~each ~~various~~successive ~~advertising~~months ~~materials~~thereafter tocommencing ~~communicate~~April ~~its~~through ~~multiple~~August ~~licensed~~2020 ~~brands~~and ~~including~~the ~~“MD~~last ~~Vapes”~~installment ~~“California~~of ~~Premiums”~~the same amount to be paid on or before September 19, ~~“Hemp~~2020. ~~Pops”~~All ~~and~~payments ~~additional~~under ~~CBD~~the ~~products~~Settlement Agreement have been made.

~~Agritek Holdings~~Industry ~~is also well-positioned to participate in the large and growing legal cannabis market for enhanced downstream cannabis products and new products with various consumer and medical applications.~~Overview

8The Company is not engaged in the direct growth, cultivation, harvesting and distribution of cannabis. However, we do offer consulting services to licensed operators and applicants for state offered cannabis licenses, who seek to engage in the medical and/or recreational cannabis business in those state jurisdictions where cannabis has been legalized. We also sell ancillary products and own trademarked brands which are used in the legalized cannabis industry.

~~Agritek~~As of the date of this filing, thirty-four ~~Holdings~~(34) ~~focuses~~states onand the ~~growth~~District of ~~its~~Columbia ~~business~~currently ~~units~~have ~~and~~laws ~~expanding~~broadly ~~their~~legalizing ~~reach~~cannabis toin ~~end-users~~some ~~and~~form ~~partners.~~for ~~Although~~either ~~the~~medicinal ~~business~~or recreational ~~units~~use ~~are~~governed ~~primarily~~by ~~responsible~~state ~~for~~specific ~~developing~~laws and ~~operating~~regulations. ~~their~~Although ~~respective~~legalized ~~businesses,~~in ~~Agritek~~some ~~Holdings~~states, cannabis is ~~available~~a to“Schedule ~~provide~~1” ~~functional~~drug ~~expertise,~~under ~~financing,~~the ~~oversight~~Controlled ~~and~~Substances aAct ~~framework~~(21 ofU.S.C. ~~disciplined~~§ ~~planning~~811) to(“CSA”) ~~the~~and ~~operations~~is ofillegal ~~the~~under ~~business~~federal ~~units when needed~~law.

~~Agritek Holdings’~~On ~~short-term~~August ~~objective~~29, is2013, toThe ~~create~~Department aof ~~sustainable~~Justice set ~~business~~out its prosecutorial priorities in ~~the~~light ~~key~~of various states oflegalizing ~~California~~cannabis for medicinal and/or recreational use. The “Cole Memorandum” provided that when states have implemented strong and effective regulatory and enforcement systems to control the cultivation, ~~Colorado~~distribution, ~~Washington~~ sale, and ~~Oregon~~possession asof ~~well~~cannabis, asconduct in ~~Canada~~compliance with those laws and ~~Puerto~~regulations is ~~Rico~~less likely to threaten the federal priorities. Indeed, a robust system may affirmatively address those priorities by, ~~integrating~~for ~~its~~example, implementing ~~holdings~~effective measures to ~~create~~prevent ~~synergies~~diversion ~~and~~of ~~true~~cannabis ~~end-~~outside of the regulated system and to~~-end~~ ~~solutions~~other states, prohibiting ~~geared~~access to ~~the~~cannabis ~~needs~~by ofminors, ~~patients~~ and ~~consumers.~~replacing ~~Agritek~~an ~~Holdings~~illicit ~~has~~cannabis ~~positioned~~trade ~~itself~~that ~~for~~funds ~~commercial~~criminal ~~growth~~enterprises bywith ~~focusing~~a ~~its~~tightly ~~expanded~~regulated ~~resource~~market ~~base~~in onwhich ~~finding~~revenues are tracked and ~~partnering~~accounted for. In those circumstances, consistent with the ~~best~~traditional ~~and~~allocation ~~most~~of ~~innovative~~federal-state efforts ~~companies,~~in ~~projects~~this area, ~~assets~~the Cole Memorandum provided that enforcement of state law by state and ~~overall~~local ~~business~~law ~~frameworks~~enforcement and regulatory inbodies should remain the ~~legal~~primary means of addressing cannabis-related ~~sector~~activity. inIf state enforcement efforts are not sufficiently robust to protect against the ~~aforementioned~~harms ~~jurisdictions~~set forth above, the federal government may seek to challenge the regulatory structure itself in addition to continuing to bring individual enforcement actions, including criminal prosecutions, focused on those harms.

~~To achieve~~On ~~its~~January ~~objectives~~4, 2018, then Attorney General Jeff Sessions issued a memorandum for all United States Attorneys concerning cannabis enforcement under the ~~Company~~Controlled ~~will~~Substances ~~continue~~Act (CSA). ~~making~~Mr. ~~specific~~Sessions ~~and~~rescinded ~~deliberate~~all ~~investments~~previous prosecutorial guidance issued by the Department of Justice regarding cannabis, including the ~~acquisitions~~August 29, ~~to:~~2013 “Cole Memorandum”.

1In rescinding the Cole Memorandum, Mr. ~~Increase~~Sessions stated that U.S. Attorneys must decide whether or not to pursue prosecution of cannabis activity based upon factors including: the ~~diversity~~seriousness of the crime, the deterrent effect of criminal prosecution, and ~~quality~~the cumulative impact of particular crimes on the community. ~~Company’s~~Mr. ~~product~~Sessions ~~offerings~~reiterated ~~across~~that ~~different~~the ~~market~~cultivation, ~~segments;~~distribution and possession of marijuana continues to be a crime under the U.S. Controlled Substances Act.

~~2. Increase the strength and segmentation of the Company’s diversified portfolio of real estate holdings and product brands.~~7

~~In addition,~~On ~~management~~March ~~believes~~23, ~~that~~2018, ~~significant~~then ~~opportunities~~President ~~exist~~Donald ~~today~~J. Trump ~~and~~signed ~~will~~into ~~develop~~law ~~further~~a in$1.3 ~~the~~trillion-dollar ~~future,~~spending tobill ~~leverage~~that ~~the Company’s~~included ~~expertise,~~an ~~financial~~amendment ~~strength~~known ~~and~~as ~~business~~“Rohrabacher-Blumenauer,” which ~~model~~prohibits inthe ~~legal~~Justice ~~cannabis~~Department ~~markets~~from ~~around~~using ~~the~~federal ~~world.~~funds ~~Agritek~~to ~~Holdings intends~~prevent oncertain ~~pursuing~~states ~~opportunities~~“from inimplementing atheir ~~number~~own ofState laws ~~jurisdictions~~that ~~where~~authorize ~~cannabis~~the use, ~~is legal~~distribution, ~~and/~~possession or ~~where~~cultivation ~~governments~~of ~~are~~medical ~~actively pursuing legalization~~cannabis.”

~~Subject~~On December 20, 2018, then President Donald toJ. ~~legislative~~Trump ~~and~~signed ~~regulatory~~into ~~compliance~~law the Agriculture Improvement Act of 2018, ~~strategic~~otherwise ~~business~~known ~~opportunities~~as ~~pursued~~the by“Farm Bill”. Prior to its passage, hemp, a member of the ~~Company~~cannabis ~~could~~family, ~~include:~~was classified as a Schedule 1 controlled substance, and was illegal under the federal CSA.

1With the passage of the Farm Bill, hemp cultivation is now broadly permitted. ~~Providing~~The ~~advisory~~Farm ~~services~~Bill toexplicitly ~~third~~allows the transfer of hemp-~~parties~~derived ~~that~~products ~~are~~across ~~interested~~state inlines ~~establishing~~for ~~licensed~~commercial or ~~cannabis~~other ~~cultivation~~purposes. It also puts no restrictions on the sale, ~~processing~~transport, ~~and~~or ~~sales~~possession ~~operations;~~of hemp-derived products, so long as those items are produced in a manner consistent with the law.

2Under Section 10113 of the Farm Bill, hemp cannot contain more than 0.3 ~~Entering~~percent ~~into~~THC. ~~strategic~~THC ~~relationships~~refers to the chemical compound found in cannabis that ~~create~~produces ~~value~~the bypsychoactive “high” ~~sharing~~associated ~~expertise~~with cannabis. Any cannabis plant that contains more than 0.3 percent THC would be considered non-hemp cannabis—or marijuana—under the CSA and ~~industry~~would ~~knowledge;~~not be legally protected under this new legislation and would be treated as an illegal Schedule 1 drug.

3Additionally, there will be significant, shared state-federal regulatory power over hemp cultivation and production. ~~Providing~~Under ~~capital~~Section in10113 of the ~~form~~Farm Bill, state departments of agriculture ~~debt~~must consult with the state’s governor and chief law enforcement officer to devise a plan that must be submitted to the Secretary of the United States Department of Agriculture (hereafter referred to as the “USDA”). A state’s plan to license and regulate hemp can only commence once the Secretary of USDA approves that state’s plan. In states opting not to devise a hemp regulatory program, ~~royalties~~USDA will construct a regulatory program under which hemp cultivators in those states must apply for licenses and comply with a federally run program. This system of shared regulatory programming is similar to options states had in other policy areas such as health insurance marketplaces under Affordable Care Act, or ~~equity~~workplace tosafety ~~new~~plans ~~business~~under Occupational ~~units;~~Health and Safety Act—both of which had federally-run systems for states opting not to set up their own systems.

4The Farm Bill outlines actions that are considered violations of federal hemp law (including such activities as cultivating without a license or producing cannabis with more than 0.3 ~~Entering~~percent ~~into~~THC). ~~licensing~~The ~~agreements~~Farm Bill details possible punishments for such violations, pathways for violators to ~~generate~~become ~~revenue~~compliant, ~~create~~and even ~~strategic~~which ~~partnerships~~activities qualify as felonies under the law, orsuch ~~other~~as ~~business~~repeated ~~opportunities~~offenses.

~~Agritek~~One of the goals of the previous 2014 Farm ~~Holdings~~Bill ~~and~~was ~~its~~to ~~wholly-owned~~generate ~~subsidiaries~~and ~~Agritek~~protect ~~Venture~~research ~~Holdings,~~into ~~Inc~~hemp. ~~American~~The ~~Hemp~~2018 ~~Trading~~Farm ~~Company~~Bill ~~Inc~~continues this effort. ~~and~~Section ~~Mediswipe~~7605 re-extends the protections ~~Inc~~for hemp research and the conditions under which such research can and should be conducted. ~~provide~~Further, ~~turnkey~~section ~~support~~7501 ~~solutions~~of tothe Farm Bill extends hemp research by including hemp under the ~~legal~~Critical ~~cannabis~~Agricultural ~~industry~~Materials Act. WeThis ~~provide~~provision ~~key~~recognizes ~~business~~the ~~services~~importance, diversity, toand opportunity of the ~~legal~~plant ~~cannabis~~and the products that can be derived from it, but also recognizes that there is a still ~~sector~~a ~~including:~~lot to learn about hemp and its products from commercial and market perspectives.

•On ~~Funding~~November ~~and~~1, ~~Financing~~2019, ~~Solutions~~Colorado ~~for~~Bill ~~Agricultural~~HB-19-1090, was ~~Land~~passed and ~~Properties~~made ~~zoned~~effective. This law allows publicly traded corporations to apply for and qualify for the ~~regulated~~ownership ~~Cannabis~~of ~~Industry~~Colorado cannabis licenses. •Other ~~Dispensary~~states ~~and~~that ~~Retail~~have ~~Solutions~~legalized •cannabis ~~Commercial~~for ~~Production~~recreational and/or ~~Equipment~~medicinal ~~Build~~use ~~Out~~restrict ~~Solutions~~public •companies ~~Banking~~from owning ~~and~~interests ~~Payment~~in ~~Processing~~state ~~Solutions~~cannabis •licenses ~~Multichannel~~altogether, ~~Supply~~or ~~Chain~~have ~~Solutions~~enacted •regulations ~~Branding,~~which ~~Marketing~~make ~~and~~it ~~Sales~~difficult ~~Solutions~~for ofcorporations ~~proprietary~~to comply ~~product~~with ~~lines~~application •requirements, ~~Consumer~~including ~~Product~~all ~~Solutions~~shareholders submitting to and passing background checks.

~~The Company~~We ~~intends~~at totimes ~~bring~~that ~~its’~~seem ~~array~~prudent ofseek ~~services~~ to ~~each~~acquire minority ~~new~~equity ~~state~~ownership ~~that~~in ~~legalizes~~development ~~the~~stage ~~use~~businesses ofthat our cannabis ~~according~~licensee applicants intend to ~~appropriate state~~operate, ~~and~~where ~~federal~~not precluded by state laws. ~~Our~~In ~~primary~~exchange ~~objective~~for isa ~~acquiring~~reduced ~~commercial~~fee ~~properties~~for toconsulting beservices, ~~utilized~~we innegotiate ~~the~~for ~~commercial~~minority ~~marijuana~~equity ~~industry as~~positions ~~cultivation~~in ~~facilities~~applicant incorporations, or ~~compliance~~minority ~~with~~interests ~~state~~in ~~law.~~applicant ~~This~~limited isliability ancompanies, ~~essential~~with ~~aspect~~the ofcontingent ~~our~~expectations ~~overall~~that ~~growth~~if ~~strategy~~a ~~because~~license ~~once acquired~~is awarded, and ~~re-zoned,~~ the ~~value~~licensee ofobtains ~~such~~funding ~~real~~and ~~property~~commences isoperations, ~~substantially~~the ~~higher~~Company ~~than~~may ~~under~~share ~~the~~in ~~previous~~those ~~zoning~~profits and ~~use~~losses.

~~Once~~Consulting ~~properties are~~Services identified and acquired to be used for purposes related to the commercial marijuana industry as provided for by state law, and we plan to create vertical channels within that legal jurisdiction including equipment financing, payment processing and marketing of exclusive brands and services to retail dispensaries

~~Agritek’s business~~We ~~focus~~offer isconsulting ~~primarily~~services tofor ~~hold, develop and manage real property. The Company shall also provide oversight on every property~~companies ~~that~~associated iswith ~~part~~the ofcannabis ~~its portfolio. This can include complete architectural design~~ and ~~subsequent~~hemp ~~build-outs,~~industries ~~general~~in ~~support,~~all ~~landscaping, general~~stages ~~up-keep, and state~~ of ~~the art security systems~~development. AtOur ~~this~~consulting ~~time,~~service ~~Agritek~~offerings ~~does~~include ~~not grow, process, own, handle, transport, or sell marijuana as~~ the ~~Company is organized and directed to operate strictly in accordance with all applicable state and federal laws.~~following:

~~Services~~· Cannabis and ~~Markets~~Hemp Real Estate and Business Planning. Our commercial cannabis and hemp business planning services are structured to help those pursuing state based operational licensing to create and implement effective, long-range business plans. We work with our clients to generate a comprehensive strategy based on market need and growth opportunities, and be a partner through site selection, site design, the development of best operating practices, the facility build-out process, and the deployment of products. We understand the challenges and complexities of the regulated commercial cannabis and hemp markets and we have the expertise that we believe can help client businesses thrive.

To· ~~date, we~~Cannabis ~~have~~and ~~purchased~~Hemp ~~eighty~~Business ~~(80)~~License ~~acres~~Applications. ~~approved~~We believe that our team has the experience necessary to help clients obtain approval for ~~licenses~~their state license and ~~cultivation~~ensure intheir ~~Pueblo,~~company ~~Colorado~~remains compliant as it grows. We have ~~multiple~~crafted ~~manufacturing and~~successful, ~~service~~merit-based ~~contracts~~medical inmarijuana ~~place~~business license applications in ~~areas~~multiple ~~which~~states ~~include~~for our clients, and we understand the ~~state~~community outreach and coordination of ~~Colorado~~services necessary to win approval. As part of the process for crafting applications, ~~California~~we collaborate with clients to develop business protocols, safety standards, a security plan, and a staff training program. Depending on the ~~territory~~nature of ~~Puerto~~our ~~Rico~~clients’ businesses and needs, we can work with our clients to draft detailed cultivation plans, create educational materials for patients, or design and develop products that comply with legal state guidelines.

~~Funding~~· Cultivation Build-out Oversight Services. We offer cultivation build-out consulting as part of our Cannabis and ~~Financing~~Hemp ~~Solutions~~Business Planning service offerings. We help clients seek to ensure their project timeline is being met, facilities are being designed with compliance and the regulated cannabis industry in mind, and that facilities are built to the highest of quality standards for cannabis and hemp production and/or distribution. We believe that this enables a seamless transition from construction to cultivation, ensuring that client success is optimized and unencumbered by mismanaged construction projects.

~~Our~~· ~~goal is~~Cannabis ~~to become the funding~~ and ~~financing~~Hemp ~~service~~Business ~~partner~~Growth ofStrategies. ~~choice~~Our inteam ~~the~~shares ~~legal~~its ~~Colorado~~collective ~~and~~knowledge ~~California cannabis market before expanding nationwide if~~ and ~~when~~resources ~~applicable~~with ~~state~~our ~~and~~clients ~~federal law allows us~~ to docreate ~~so.~~competitive, Weforward-looking ~~offer~~cannabis ~~financing~~ and ~~financial~~hemp ~~aid~~business togrowth ~~cultivators, collectives,~~strategies ~~dispensaries~~formulated ~~and~~to ~~product~~minimize ~~businesses~~risk ~~in the legal cannabis industry with alternative funding~~ and ~~financing~~maximize ~~solutions~~potential. In ~~the~~We ~~evolving~~customize ~~legal~~individual ~~cannabis~~plans ~~industry,~~for ~~where traditional banking opportunities are grossly limited, we step in to provide~~ the ~~“traditional”~~ ~~bank~~unique ~~lending~~nature ~~services; lines~~ of ~~credit,~~our ~~property~~client ~~financing~~businesses, ~~and/or~~their ~~commercial~~market ~~loans. Businesses~~ and ~~individuals~~ ~~seeking~~big-picture ~~funding~~goals, ~~and~~supported ~~financing~~with ~~solutions~~a ~~are~~detailed ~~qualified~~analysis and ~~scored~~a ~~based~~thorough oncommand ~~their~~of ~~experience,~~workflow ~~current~~best ~~operations~~practices, ~~financial records~~product strategies, ~~and~~sustainability ~~compliance~~opportunities ~~grades~~governed ~~given~~ by ~~our~~a ~~proprietary~~core ~~banking~~understanding ~~partners~~or ~~and~~regulatory ~~credit~~barriers ~~lines~~and/or ~~that comply with all state governance rules~~opportunities.

~~Commercial Build~~Real ~~Out~~Estate and ~~Dispensary~~Construction ~~Solutions~~Operations

~~We offer~~The ~~turnkey~~Company ~~build-out~~holds ~~and~~equity ~~commercial~~interest ~~services~~in ~~to our clients. Whether it is financial assistance,~~ real ~~estate~~property in ~~consulting~~Pueblo, ~~operations design,~~Colorado orwhich ~~building~~is ~~construction~~approved orfor ~~brand~~a ~~development~~cultivation ~~our~~operation ~~Company can design and rollout customized services~~ for ~~our~~Hemp ~~clients. We~~once also offer traditional business services to dispensaries as well. These services include infrastructure investment, technology partners, donation accounting, payment processing and succession strategies. It is important to note that we ~~are~~have ~~not~~completed a ~~“one size~~settlement ~~fits~~agreement ~~all”~~and ~~organization, but are committed to custom tailored solutions~~ payment for ~~legal~~water ~~cannabis~~and ~~industry~~mineral ~~participants~~rights.

~~Finance~~Agritek Holdings intends to build on its existing relationships by developing operating plans and ~~Real~~providing ~~Estate~~oversight, strategy and management of the business units’ growth and integration. Further, Agritek Holdings plans to continue expanding its reach by building new partnerships with vertical market partners and end-user products companies as well as exploring opportunities with successful cultivators and processors. Through its expansion efforts, Agritek Holdings intends to utilize online sales and marketing platforms, participate in relevant trade shows and develop various advertising materials to communicate its multiple licensed brands including “RehabRx”, “MD Vapes” “California Premiums”, “Hemp Pops” and additional CBD products.

~~Real~~We believe that Agritek Holdings is also well-positioned ~~Estate~~to ~~Leasing~~participate in the large and growing legal cannabis market for enhanced downstream cannabis products and new products with various consumer and medical applications.

~~Our real~~Agritek ~~estate~~Holdings ~~leasing~~focuses ~~business~~on ~~primarily includes~~ the ~~acquisition~~growth ~~and leasing~~ of ~~cultivation~~its business ~~space~~units and ~~related~~expanding ~~facilities~~their reach to ~~licensed marijuana~~end-users ~~growers~~ and ~~dispensary owners for their operations~~partners. ~~Management~~Although ~~anticipates~~the ~~that~~business ~~these~~units ~~facilities~~are ~~will~~primarily ~~range~~responsible infor ~~size~~developing ~~from~~and ~~5,000~~operating totheir 50respective businesses,~~000~~ ~~square~~the ~~feet.~~Company ~~These~~is ~~facilities~~available ~~will only be leased~~ to ~~tenants~~provide ~~that~~functional ~~possess~~expertise, ~~the~~financing, ~~requisite~~oversight ~~state~~and ~~licenses to~~a ~~operate~~framework ~~cultivation~~of ~~facilities.~~disciplined ~~The~~planning ~~leases~~to ~~with~~ the ~~tenants~~operations ~~will~~of ~~provide~~the ~~certain~~business ~~requirements~~units ~~that~~when ~~permit us to continually evaluate our tenants’ compliance with applicable laws and regulations~~needed.

AsAgritek Holdings’ short-term objective ofis ~~the~~to ~~date~~create ofa ~~this~~sustainable ~~report,~~business wein ~~own~~the ~~one~~key ~~cultivation~~states ~~property~~of ~~that~~California, isColorado ~~located~~as inwell aas ~~suburb~~in ofCanada ~~Pueblo,~~and ~~Colorado~~Puerto ~~(the~~Rico ~~“Pueblo~~by integrating ~~West~~its ~~Property”).~~holdings ~~The~~to ~~property~~create ~~consists~~synergies ofand ~~approximately~~true ~~eighty~~end-to-end ~~(80)~~solutions ~~acres~~geared to the needs of ~~land.~~patients ~~The~~and ~~property~~consumers. isAgritek ~~currently~~Holdings has ~~zoned~~positioned itself for ~~cultivating cannabis~~commercial growth by focusing its expanded resource base on finding and ispartnering ~~expected~~with tothe bebest ~~leased~~and most toinnovative acompanies, ~~medical~~projects, ~~cannabis~~assets ~~cultivator~~and oroverall ~~manufacturer~~business ~~this~~frameworks ~~year. We~~in ~~are~~the ~~currently~~legal ~~evaluating strategic~~cannabis ~~options~~sector ~~for~~in ~~this~~the ~~property~~aforementioned jurisdictions.

~~Puerto~~To achieve its objectives, the Company seeks ~~Rico~~to continue making specific and deliberate investments, including acquisitions, to:

We presently maintain a five (5) year operation and licensing agreement for a 15,000 sq. ft. licensed manufacturing facility in San Juan, Puerto Rico. Under the terms of the agreement, we provide financing for build out, equipment leasing and purchase and development of cannabis brands for legal distribution in Puerto Rico. Under the terms of the agreement, the Company is entitled to revenue based on consulting fees, rent, and brand royalties up to 30 per cent.

	1.	Increase the diversity and quality of the Company’s product offerings across different market segments; and
	2.	Increase the strength and segmentation of the Company’s diversified portfolio of real estate holdings and product brands.

10In addition, management believes that significant opportunities exist today and will develop further in the future, to leverage the Company’s expertise, financial strength and business model in legal cannabis markets around the world. Agritek Holdings intends on pursuing opportunities in a number of jurisdictions where cannabis use is legal, and/or where governments are actively pursuing legalization.

~~Shared~~Subject ~~Office~~to ~~Space~~legislative and regulatory compliance, strategic ~~Networking~~business ~~and~~opportunities ~~Event~~pursued ~~Services~~ by the Company could include:

~~We plan~~1. toProviding ~~continue~~advisory services to ~~acquire~~third-parties ~~commercial~~that ~~real~~are ~~estate~~interested ~~and~~in ~~lease~~establishing ~~office~~licensed ~~space~~cannabis tocultivation, ~~participants~~processing inand ~~the~~sales ~~cannabis~~operations; ~~industry~~2. ~~These~~Entering ~~participants include~~into ~~media,~~strategic ~~internet,~~relationships ~~packaging,~~that ~~lighting,~~create ~~cultivation~~value ~~supplies,~~by ~~and~~sharing ~~financial~~expertise ~~services.~~and Inindustry ~~exchange~~knowledge; ~~for~~3. ~~certain~~Providing ~~services~~capital ~~that may~~in bethe ~~provided~~form toof ~~these~~debt, ~~tenants~~royalties, weor ~~expect~~equity to ~~receive~~new ~~rental~~business ~~income.~~units; Inand ~~certain~~4. ~~cases,~~Entering weinto ~~may~~licensing ~~acquire~~agreements ~~equity interests or provide debt capital~~ to ~~these~~generate ~~businesses~~revenue, ~~and~~create ~~eventually~~strategic ~~acquire~~partnerships, aor ~~specific~~other business ~~as a wholly owned subsidiary of Agritek~~opportunities.

~~Industry Finance and Equipment Leasing Services~~9

~~We plan~~Services ~~to lease cultivation equipment~~ and facilities to customers in the cannabis industry. We expect we will enter into sale lease-back transactions of land zoned for cultivation, green houses, grow lights, tenant improvements and other grow equipment. Since Colorado State law does not allow entities operating under a cannabis license to pledge the assets or the license of the cannabis operation for any type of general borrowing activity, we intend to provide loans to individuals and businesses in the cannabis industry on an unsecured basis. Equipment will only be leased to tenants that possess the requisite state licenses to operate such facilities. The leases with the tenants will provide certain requirements that permit us to continually evaluate its tenants’ compliance with applicable laws and regulations.Markets

~~Our finance~~To ~~strategy~~date, ~~will~~we ~~include~~have ~~making~~invested ~~direct term loans~~ and ~~providing~~been ~~revolving~~successful in ~~lines~~receiving ofapproval ~~credit~~for tolicenses ~~businesses~~on ~~involved~~behalf ~~in the cultivation and sale~~ of ~~cannabis~~multiple manufacturing and ~~related~~cultivation ~~products. These~~service ~~loans~~contracts ~~will~~in ~~generally~~areas bewhich ~~secured to~~ include the ~~maximum~~state ~~extent~~of ~~permitted by law. We believe there is a significant demand for this financing. We are pursuing other finance services including customized finance~~Colorado, ~~capital~~California ~~formation,~~ and ~~banking,~~the ~~for~~territory ~~participants~~of inPuerto ~~the cannabis industry~~Rico.

~~Competitive Strengths~~Funding and Financing Solutions

WeOur ~~believe~~goal is to become the funding and financing weservice ~~possess~~partner ~~certain~~of ~~competitive~~choice ~~strengths~~in the legal Colorado and ~~advantages~~California cannabis market before expanding nationwide if and when applicable state and federal law allows us to do so. We offer financing and financial aid to cultivators, collectives, dispensaries and product businesses in the ~~industries~~legal ~~which~~cannabis industry with alternative funding and financing solutions. In the evolving legal cannabis industry, where traditional banking opportunities are grossly limited, we ~~operate:~~step in to provide the “traditional” bank lending services; lines of credit, property financing, and/or commercial loans. Businesses and individuals seeking funding and financing solutions are qualified and scored based on their experience, current operations, financial records, and compliance grades given by our proprietary banking partners and credit lines that comply with all state governance rules.

~~Range of~~Finance ~~Services: We are able to leverage our breadth of services~~ and ~~resources~~Real ~~to deliver a comprehensive, integrated solution to companies in the cannabis industry – from operational and compliance consulting to security and marketing to financing needs.~~Estate

~~Strategic Alliances. We~~Real ~~are~~Estate dedicated to rapid growth through acquisitions, partnerships and agreements that will enable us to enter and expand into new markets. Our strategy in pursuing these alliances are based on the target’s ability to generate positive cash flow, effectively meet customer needs, and supply desirable products, services or technologies, among other considerations. We anticipate that strategic alliances will play a significant role as more states pass legislation permitting the cultivation and sale of hemp and cannabis.Leasing

~~Industry Breadth. We~~Our ~~continue~~real toestate ~~create,~~leasing ~~share~~business primarily includes the acquisition and ~~leverage~~leasing ~~information~~of manufacturing and ~~experiences~~cultivation ~~with~~space ~~the~~and ~~purpose~~related offacilities ~~creating~~to ~~awareness~~licensed marijuana growers and ~~identifying~~dispensary ~~opportunities~~owners tofor ~~increase~~their ~~shareholder~~operations. ~~value~~Management anticipates that these facilities will range in size from 5,000 to 50,000 square feet. ~~Our~~These ~~management~~facilities ~~team~~will ~~has~~only ~~extensive~~be ~~knowledge~~leased ofto tenants that possess the ~~cannabis~~requisite ~~industry and~~state ~~closely~~licenses ~~monitors~~to ~~changes~~operate incultivation ~~legislation~~facilities. The Weleases ~~work~~ with ~~partners~~the ~~who~~tenants ~~enhance~~will provide certain requirements that permit us to continually evaluate our ~~industry~~tenants’ ~~breadth~~compliance with applicable laws and regulations.

~~Intellectual~~As of the date of this report, we have a prior investment interest in one cultivation property that is located in a suburb of Pueblo, Colorado (the “Pueblo West Property”). The property consists of approximately eighty (80) acres of land. The property is currently zoned for cultivating cannabis and we are currently evaluating strategic options for this property.

~~On November 17, 2016, we filed with the United States Patent and Trademark Office (“USPTO”) a federal trademark registration for “Hemp Pops” in the category of Staple Food Products.~~Canada

~~Competition~~We maintain a management contract with a “420” style proposed bed and breakfast property located in Quebec, Canada. Agritek Holdings is entitled to all rental revenue from vacation stays and sale of hemp based products generated from the property.

~~Currently, there~~Competitive are a number of other companies that provide similar products and/or services, such as direct finance, leasing of real estate, including shared workspace, warehouse sales, and consulting services to the cannabis industry. In the future we fully expect that other companies will recognize the value of ancillary businesses serving the cannabis industry and enter into the marketplace as competitors.Strengths

11We believe we possess certain competitive strengths and advantages in the industries which we operate:

~~The cannabis~~Range ~~industry~~of ~~in the United States is highly fragmented, rapidly expanding and evolving~~Services. ~~The~~We ~~industry~~are isable ~~characterized~~to byleverage ~~new~~our ~~and~~breadth ~~potentially~~of ~~disruptive~~services orand ~~conflicting~~resources ~~legislation~~to ~~propounded~~deliver on a ~~state-by-state basis. Our competitors may be local or international enterprises and may have financial~~comprehensive, ~~technical,~~integrated ~~sales,~~solution ~~marketing~~to ~~and~~companies ~~other~~in ~~resources~~the ~~greater~~cannabis ~~than~~industry ~~ours. These companies~~– ~~may~~from ~~also~~operational ~~compete~~and ~~with~~compliance usconsulting into ~~recruiting~~security and ~~retaining~~marketing ~~qualified~~to ~~personnel~~financing ~~and consultants~~needs.

~~Our competitive~~Strategic ~~position~~Alliances. We ~~will~~are ~~depend on our ability~~ dedicated to ~~attract~~rapid ~~and~~growth ~~retain~~through ~~qualified underwriters~~acquisitions, ~~investment~~partnerships ~~banking partners~~ and ~~loan~~ ~~managers,~~agreements ~~consultants~~that ~~and~~will ~~advisors~~enable ~~with~~us ~~industry~~to ~~depth,~~enter and ~~talented~~expand ~~managerial,~~into ~~operational~~new ~~and other personnel~~markets. Our ~~competitive~~ ~~position~~strategy ~~will~~in ~~also~~pursuing ~~depend~~these onalliances ~~our~~are ~~ability~~based toon ~~develop~~the ~~and~~target’s ~~acquire~~ability ~~effective~~to ~~proprietary~~generate ~~products~~positive ~~and~~cash ~~solutions~~flow, ~~personal~~effectively ~~relationships~~meet customer ofneeds, ~~our~~and ~~executive~~supply ~~officers~~desirable ~~and directors~~products, ~~and~~services ~~our~~or ~~ability~~technologies, toamong ~~secure~~other ~~adequate capital resources~~considerations. We ~~compete~~anticipate tothat ~~attract~~strategic ~~and retain~~alliances ~~customers~~will ofplay ~~our~~a ~~services.~~significant Werole ~~expect~~as tomore ~~compete~~states inpass ~~this~~legislation ~~area~~permitting on the ~~basis~~cultivation ~~of price, regulatory compliance, vendor relationships, usefulness, availability,~~ and ~~ease~~sale of ~~use~~hemp ofand ~~our services~~cannabis.

~~FinCEN~~Industry Breadth. We continue to create, share and leverage information and experiences with the purpose of creating awareness and identifying opportunities to increase shareholder value. Our management team has extensive knowledge of the cannabis industry and closely monitors changes in legislation. We work with partners who enhance our industry breadth.

~~The Financial~~Sales ~~Crimes~~and Enforcement Network (“FinCEN”) provided guidance on February 14, 2014 about how financial institutions can provide services to cannabis-related businesses consistent with their Bank Secrecy Act (“BSA”) obligations. For purposes of the FinCEN guidelines, a “financial institution” includes any person doing business in one or more of the following capacities:Marketing

•We ~~Bank~~sell ~~(except~~our ~~bank~~services ~~credit~~and ~~card~~products ~~systems);~~throughout the •United ~~Broker~~States orin ~~dealer~~states inthat ~~securities;~~have •implemented ~~Money~~regulated ~~services~~cannabis ~~business;~~programs •as ~~Telegraph~~well ~~company;~~as •Canada. ~~Casino;~~We •intend ~~Card~~to ~~club;~~expand ~~and~~our •offerings as Amore ~~person~~new ~~subject~~countries, tostates ~~supervision~~and byjurisdictions ~~any~~as they adopt state-regulated or ~~federal~~Federal ~~bank supervisory authority~~programs.

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.10

~~In assessing~~Intellectual 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.Property

~~As part~~On ofNovember ~~its~~17, ~~customer due diligence~~2016, awe ~~financial~~filed ~~institution~~with ~~should~~the ~~consider~~United States ~~whether~~Patent aand ~~cannabis-related~~Trademark ~~business~~Office ~~violates~~(“USPTO”) ~~state law. This is~~ a ~~particularly~~federal ~~important~~trademark ~~factor~~registration for a“Hemp ~~financial~~Pops” ~~institution~~in ~~to consider when assessing~~ the ~~risk~~ category of ~~providing~~Staple ~~financial services~~Food ~~to a cannabis-related business~~Products. ~~Considering~~We ~~this factor~~ also ~~enables~~have ~~the~~pending ~~financial~~trademark ~~institution~~applications pending to ~~provide~~protect ~~information in~~our ~~BSA~~branding ~~reports~~and ~~pertinent to law enforcement’s priorities~~logos. AThese ~~financial~~pending ~~institution that decides to provide financial services~~applications toincluded atrademarks ~~cannabis-related~~for ~~business~~Rehab ~~would~~Rx be(stylized ~~required~~and/or towith ~~file~~design ~~suspicious activity reports~~logo).

12Competition

~~While we~~Our ~~believe~~competitors weinclude doprofessional ~~not~~services firms ~~qualify~~dedicated asto athe ~~financial~~regulated ~~institution~~cannabis inand ~~the~~hemp ~~United States~~industries, weas ~~cannot~~well beas ~~certain~~suppliers ~~that~~of weequipment doand ~~not~~supplies ~~fall~~commonly ~~under~~utilized in the ~~scope~~ cultivation, processing, or retail sale of ~~the~~cannabis ~~FinCEN~~and ~~guidelines~~hemp. We ~~plan~~compete toin ~~use~~markets ~~the~~where ~~FinCEN~~cannabis ~~Guidelines,~~and ashemp ~~may~~has bebeen ~~amended~~legalized and regulated, aswhich aincludes ~~basis~~various ~~for~~states ~~assessing~~within ~~our~~the ~~relationships with~~United ~~potential tenants~~States, ~~clients~~it’s territories and ~~customers~~Canada. AsWe ~~such,~~expect asthat wethe ~~engage~~quantity and incomposition ~~financing~~of ~~activities,~~our wecompetitive ~~intend~~environment towill ~~adhere~~continue to evolve as the ~~guidance~~cannabis and hemp industries mature. Additionally, ofincreased ~~FinCEN~~competition inis ~~conducting~~possible ~~and~~to ~~monitoring~~the ~~our~~extent ~~financial~~that ~~transactions.~~new ~~Because~~states ~~this~~and ~~area~~geographies ofenter the ~~law~~marketplace isas ~~uncertain~~a ~~but~~result ~~expected~~of ~~to evolve~~continued ~~rapidly,~~enactment weof ~~believe~~regulatory and legislative changes that ~~FinCEN’s~~de-criminalize ~~guidelines~~and ~~will~~regulate ~~help~~cannabis usand ~~best~~hemp ~~operate~~products. We believe that by being well established in athe ~~prudent~~industry, ~~reasonable~~our experience and ~~acceptable~~success ~~manner.~~to ~~There~~date, and our continued expansion of service and product isofferings noin ~~assurance,~~new ~~however~~and existing locations, are factors that ~~our~~mitigate ~~activities~~the ~~will~~risk ~~not~~associated ~~violate~~with ~~some~~operating ~~aspect~~in ofa ~~the~~developing ~~CSA~~competitive environment. IfAdditionally, wethe ~~are~~contemporaneous ~~found~~growth toof ~~violate~~ the ~~federal statute~~industry oras ~~any~~a ~~other~~whole will result in ~~connection~~new ~~with~~customers ~~our~~entering ~~activities~~the marketplace, thereby ~~our~~further ~~company~~mitigating ~~could~~the ~~face~~impact ~~serious~~of ~~criminal~~competition ~~and~~on ~~civil~~our ~~sanctions~~operations and results.

~~We intend~~Currently, tothere ~~conduct~~are ~~rigorous~~a ~~due~~number ~~diligence to verify the legality~~ of ~~all~~other ~~activities~~ companies that weprovide ~~engage~~similar ~~in.~~products Weand/or ~~realize~~services, ~~that~~such ~~there~~as ~~is a~~direct ~~discrepancy between the laws in some states~~finance, ~~which~~leasing ~~permit the distribution and sale~~ of ~~medical~~real ~~and~~estate, ~~recreational~~including ~~cannabis~~shared workspace, ~~from~~warehouse ~~federal~~sales, ~~law~~and ~~that~~consulting ~~prohibits~~services ~~any such activities. The CSA makes it illegal under federal law~~ to ~~manufacture,~~the ~~distribute, or dispense~~ cannabis industry. ~~Many~~In ~~states~~the ~~impose~~future ~~and~~we ~~enforce~~fully ~~similar~~expect ~~prohibitions.~~that ~~Notwithstanding~~other ~~the~~companies ~~federal~~will ~~ban,~~recognize ~~as of~~ the value ~~date~~ of ~~this~~ancillary ~~filing, twenty-six~~businesses ~~states~~serving ~~and~~ the ~~District~~cannabis ofindustry ~~Columbia~~and ~~have~~enter ~~legalized~~into ~~certain~~the ~~cannabis-related~~marketplace ~~activity~~as competitors.

~~Moreover,~~The ~~since~~cannabis ~~the~~industry ~~use~~in ofthe ~~cannabis~~United States is ~~illegal~~highly ~~under~~fragmented, ~~federal~~rapidly ~~law,~~expanding weand ~~may~~evolving. ~~have~~The ~~difficulty~~industry ~~acquiring~~is characterized by new and potentially disruptive or ~~maintaining~~conflicting legislation ~~bank~~propounded ~~accounts~~on ~~and~~a ~~insurance~~state-by-state basis. Our competitors may be local or international enterprises and ~~our~~may ~~stockholders~~have financial, ~~may~~technical, ~~find~~sales, itmarketing ~~difficult~~and toother ~~deposit~~resources ~~their~~greater ~~stock~~than ours. These companies may also compete with ~~brokerage~~us ~~firms~~in recruiting and retaining qualified personnel and consultants.

~~Employees~~Our competitive position will depend on our ability to attract and retain qualified underwriters, investment banking partners and loan managers, consultants and advisors with industry depth, and talented managerial, operational and other personnel. Our competitive position will also depend on our ability to develop and acquire effective proprietary products and solutions, personal relationships of our executive officers and directors, and our ability to secure adequate capital resources. We compete to attract and retain customers of our services. We expect to compete in this area on the basis of price, regulatory compliance, vendor relationships, usefulness, availability, and ease of use of our services.

Other than the Company’s sole officer and director, we do not have any full-time employees. The Company relies on several independent contractors and other agreements it has with other companies to provide the services needed. Each contractor has been carefully selected to address immediate needs in particular functional areas, but also with consideration of the Company’s future needs during a period of expected rapid growth and expansion. Value is placed not only on outstanding credentials in specific areas of functional expertise, but also on cross-functionality, a strong knowledge of content acquisition and distribution, along with hands-on experience in scaling operations from initial beta and development stage through successful commercial deployment.FinCEN

~~Available~~The ~~Information~~Financial Crimes Enforcement Network (“FinCEN”) provided guidance on February 14, 2014 about how financial institutions can provide services to cannabis-related businesses consistent with their Bank Secrecy Act (“BSA”) obligations. For purposes of the FinCEN guidelines, a “financial institution” includes any person doing business in one or more of the following capacities:

~~The~~• ~~public may~~Bank ~~read~~(except ~~and~~bank ~~copy~~credit ~~any~~card ~~materials~~systems); we• ~~file~~Broker ~~with~~or ~~the~~dealer ~~SEC,~~in ~~including~~securities; ~~our~~• ~~annual~~Money ~~reports,~~services ~~quarterly~~business; ~~reports,~~• ~~current~~Telegraph ~~reports,~~company; ~~proxy statements,~~• ~~information~~Casino; ~~statements~~• ~~and~~Card ~~other~~club; ~~information,~~and at• ~~the~~A ~~SEC’s~~person ~~Public~~subject ~~Reference Room at 100 F Street, NE, Washington, DC 20549, on official business days during the hours of 10 a.m.~~ to 3supervision ~~p.m. The public may obtain information on the operation of the Public Reference Room~~ by ~~calling~~any ~~the~~state ~~SEC~~or atfederal ~~1-800-SEC-0330.~~bank ~~The~~supervisory ~~SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www~~authority.~~sec.gov .~~

~~ITEM~~In general, the decision to open, close, or 1Arefuse –any ~~RISK~~particular ~~FACTORS~~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.

~~You~~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 ~~carefully~~the ~~consider~~appropriate state authorities whether the ~~risks~~business ~~described~~is ~~below,~~duly aslicensed ~~well~~and asregistered; ~~other~~(ii) ~~information~~reviewing ~~provided~~the license application (and related documentation) submitted by the business for obtaining a state license to ~~you~~operate inits ~~this~~cannabis-related ~~document,~~business; ~~including~~(iii) requesting from state licensing and enforcement authorities available information about the business and related parties; (iv) indeveloping an understanding of the ~~section~~normal and expected activity for the business, including the types of ~~this~~products ~~document~~to ~~entitled~~be ~~“Forward-Looking~~sold ~~Statements~~and the type of customers to be served (e.”g., ~~The~~medical ~~risks~~versus ~~and~~recreational ~~uncertainties~~customers); ~~described~~(v) ~~below~~ongoing monitoring of publicly available ~~are~~sources ~~not~~for adverse information about the ~~only~~business ~~ones~~and ~~facing~~related ~~the~~parties; ~~Company.~~(vi) Ifongoing monitoring for suspicious activity, including for any of the ~~following~~red ~~risks~~flags ~~actually~~described ~~occur,~~in this guidance; and (vii) refreshing information obtained as part of customer due diligence on a periodic basis and commensurate with the ~~Company’s~~risk. ~~business~~With respect to information regarding state licensure obtained in connection with such customer due diligence, a financial ~~condition~~ orinstitution ~~results~~may reasonably rely on the accuracy of ~~operations~~information ~~could~~provided beby ~~materially~~state licensing ~~adversely~~authorities, ~~affected~~where states make such information available.

Investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. Our business, financial condition and/or results of operation may be materially adversely affected by the nature and impact of these risks. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.11

13As part of its customer due diligence, a financial institution should consider whether a cannabis-related business 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.

~~Risk~~While we believe we do not qualify as a financial ~~Related~~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 ~~Our~~the ~~Company~~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.

~~Investing in~~We ~~our~~intend ~~common stock involves a high degree of risk. Before deciding~~ to ~~purchase,~~conduct ~~hold,~~rigorous ordue ~~sell our common stock, you should carefully~~diligence ~~consider the risks described below in addition~~ to verify the ~~cautionary~~legality ~~statements~~of ~~and~~all ~~risks~~activities ~~described~~that ~~elsewhere~~we ~~and~~engage ~~the other information contained~~ in. ~~this~~We ~~Report~~realize ~~and~~that inthere ~~our~~is ~~other~~a ~~filings~~discrepancy ~~with~~between the ~~SEC,~~laws ~~including~~in ~~subsequent~~some ~~reports on Forms 10-Q and 8-K. The risks~~states, ~~and~~which ~~uncertainties~~permit ~~described below are not~~ the ~~only~~distribution ~~ones we face. Additional risks~~ and ~~uncertainties~~sale ~~not presently known to us or that we currently deem immaterial may also impair our business operations. If any~~ of ~~these~~medical ~~known or unknown risks or uncertainties actually occur, our business, financial condition, results of operations~~ and~~/or~~ ~~liquidity~~recreational ~~could be seriously harmed~~cannabis, ~~which could cause our actual results to vary materially~~ from ~~recent~~federal ~~results~~law orthat ~~from~~prohibits ~~our~~any ~~anticipated~~such ~~future results~~activities. ~~In addition, the trading~~ ~~price~~The ofCSA ~~our~~makes ~~common~~it ~~stock~~illegal ~~could~~under ~~decline~~federal ~~due~~law to ~~any~~manufacture, ~~of these known or unknown risks or uncertainties~~distribute, ~~and you could lose all~~ or ~~part~~ ofdispense ~~your investment~~cannabis. AnMany ~~investment~~states inimpose ~~our securities is speculative~~ and ~~involves~~enforce ~~a high degree of risk~~similar prohibitions. ~~You~~Notwithstanding ~~should~~the ~~not~~federal ~~invest in~~ban, ~~our~~as ~~securities~~of ~~if you cannot bear~~ the ~~economic~~date ~~risk~~ of ~~your~~this ~~investment~~filing, ~~for~~thirty-four an(34) ~~indefinite~~states ~~period of time~~ and ~~cannot~~the ~~afford~~District toof Columbia ~~lose~~have ~~your~~legalized ~~entire~~certain ~~investment. See also “Cautionary Note Concerning Forward~~cannabis-~~Looking~~related ~~Statements~~activity.”

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

~~We have a limited operating history, which may make it difficult for investors to predict future performance based on current operations.~~Employees

WeAs ~~have a limited operating history upon which investors may base an evaluation~~ of ~~our~~December ~~potential~~31, ~~future performance. In particular~~2019, we have ~~not~~2 ~~proven that we can produce or sell our hemp products, or cannabis products in a manner that enables us to be profitable~~full-time ~~and meet customer requirements~~employees, ~~enhance~~all ~~our~~of ~~produce~~whom ~~and~~are ~~herb~~U.S ~~products~~based, ~~obtain~~primarily ~~the~~in ~~necessary~~Florida ~~permits~~at ~~and/or achieve certain milestones to develop~~ our headquarters. ~~manufacturing~~None ~~and cultivation businesses, enhance our line~~ of ~~cannabis products, including MD Vapes and Mountain High Suckers under license, develop and maintain relationships with key manufacturers and strategic partners to extract value from~~ our ~~intellectual~~U.S ~~property,~~employees ~~raise~~are ~~sufficient capital in the public and/or private markets, or respond effectively to competitive~~represented ~~pressures.~~by As a ~~result,~~labor ~~there can be no assurance that we will be able to develop or maintain consistent revenue sources, or that our operations will be profitable and/or generate positive cash flow~~union.

~~Any~~Available forecasts we make about our operations may prove to be inaccurate. We must, among other things, determine appropriate risks, rewards, and level of investment in our product lines, respond to economic and market variables outside of our control, respond to competitive developments and continue to attract, retain, and motivate qualified employees. There can be no assurance that we will be successful in meeting these challenges and addressing such risks and the failure to do so could have a materially adverse effect on our business, results of operations, and financial condition. Our prospects must be considered in light of the risks, expenses, and difficulties frequently encountered by companies in the early stage of development. As a result of these risks, challenges, and uncertainties, the value of your investment could be significantly reduced or completely lost.Information

WeThe public may read and copy any materials ~~have~~we ~~incurred~~file ~~significant~~with ~~losses~~the inSEC, ~~prior~~including ~~periods~~our annual reports, quarterly reports, current reports, proxy statements, information statements and ~~losses~~other ininformation, at the ~~future~~SEC’s ~~could~~Public ~~cause~~Reference ~~the~~Room ~~quoted~~at ~~price~~100 ofF ~~our~~Street, ~~Common~~NE, ~~Stock~~Washington, toDC 20549, on official business ~~decline~~days orduring ~~have~~the hours of 10 a.m. ~~material~~to ~~adverse~~3 ~~effect~~p.m. The public may obtain information on ~~our~~the ~~financial~~operation ~~condition,~~of ~~our~~the ~~ability~~Public toReference ~~pay~~Room ~~our~~by ~~debts~~calling the asSEC ~~they~~at ~~become~~1-800-SEC-0330. ~~due~~The SEC maintains an Internet site that contains reports, proxy and oninformation ~~our~~statements, and other ~~cash~~information ~~flow~~regarding issuers that file electronically with the SEC at http://www.sec.gov.

We have incurred significant losses in prior periods. For the year ended December 31, 2018, we incurred a net loss of $1,412,278 and, as of that date, we had an accumulated deficit of $26,990,355. For the year ended December 31, 2017, we incurred a net loss of $9,153,310. Any losses in the future could cause the quoted price of our Common Stock to decline or have a material adverse effect on our financial condition, our ability to pay our debts as they become due, and on our cash flow.12

14ITEM 1A – RISK FACTORS

~~We will~~You ~~need~~should ~~additional~~carefully ~~capital~~consider tothe ~~sustain~~risks ~~our~~described below, ~~operations~~as ~~and~~well ~~will~~as ~~need~~other information provided to ~~seek~~you ~~further~~in ~~financing~~this document, ~~which~~including weinformation ~~may~~in ~~not~~the besection ~~able~~of tothis ~~obtain~~document entitled on“Cautionary ~~acceptable~~Note ~~terms,~~Concerning orForward-Looking atStatements.” ~~all~~The risks and uncertainties described below are not the only ones facing the Company. If weany ~~fail~~of tothe ~~raise~~following ~~additional~~risks ~~capital,~~actually ~~as needed~~occur, ~~our~~the ~~ability~~Company’s tobusiness, ~~implement~~financial ~~our~~condition ~~business~~or ~~model~~results ~~and~~of ~~strategy~~operations could be ~~compromised~~materially adversely affected.

WeInvestors ~~have limited~~should ~~capital~~not ~~resources~~place ~~and~~undue ~~operations.~~reliance Toon any ~~date~~such forward-looking statements. Further, ~~our~~any ~~operations~~forward-looking ~~have~~statement ~~been~~speaks ~~funded~~only ~~primarily~~as ~~from~~of the ~~proceeds~~date ofon ~~debt~~which ~~and~~such ~~equity~~statement ~~financings.~~is Wemade, ~~expect~~and towe ~~require~~undertake ~~substantial~~no ~~capital~~obligation into ~~the~~update ~~near~~any ~~future~~forward-looking statement to ~~commence~~reflect ~~operations~~events ator ~~additional~~circumstances ~~cultivation~~after ~~and~~the ~~production~~date ~~facilities,~~on ~~expand~~which ~~our~~such ~~product~~statement ~~lines,~~is ~~develop~~made ~~our~~or ~~intellectual~~to ~~property~~reflect ~~base~~the occurrence of anticipated or unanticipated events or circumstances. Our business, financial condition and/or ~~establish~~results ~~our~~of ~~targeted~~operation ~~levels~~may be materially adversely affected by the nature and impact of ~~commercial production~~these risks. WeNew factors ~~may~~emerge from time to time, and it is not bepossible ~~able~~for us to ~~obtain~~predict ~~additional~~all ~~financing~~of such factors. Further, we cannot assess the impact of each such factor on ~~terms~~our ~~acceptable~~results of operations or the extent to uswhich any factor, or atcombination ~~all.~~of ~~In particular~~factors, ~~because~~may ~~marijuana~~cause actual isresults ~~illegal~~to ~~under~~differ ~~federal~~materially ~~law,~~from wethose ~~may~~contained ~~have~~in ~~difficulty~~any ~~attracting~~forward-looking ~~investors~~statements.

~~Even~~Investing ifin our common stock involves a high wedegree ~~obtain~~of ~~financing~~risk. ~~for~~Before deciding to purchase, hold, or sell our ~~near-term~~common ~~operations~~stock, weyou ~~expect~~should ~~that~~carefully weconsider ~~will~~the ~~require~~risks ~~additional~~described below ~~capital~~in ~~thereafter.~~addition ~~Our~~to ~~capital~~the ~~needs~~cautionary statements and risks described elsewhere and the other information contained in this Report ~~will~~and ~~depend~~in onour ~~numerous~~other ~~factors~~filings with the SEC, including: ~~(i)~~subsequent ~~our~~reports ~~profitability;~~on ~~(ii)~~Forms 10-Q and 8-K. The risks and uncertainties described below are not the ~~release~~only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of ~~competitive~~these ~~products~~known byor unknown risks or uncertainties actually occur, our ~~competition;~~business, ~~(iii)~~financial ~~the~~condition, ~~level~~results of operations and/or liquidity could be seriously harmed, which could cause our ~~investment~~actual inresults ~~research~~to vary ~~and~~materially ~~development;~~from ~~and~~recent ~~(iv)~~results or from our anticipated future results. In addition, the ~~amount~~trading price of our ~~capital~~common ~~expenditures~~stock could decline due to any of these known or unknown risks or uncertainties, ~~including~~and ~~acquisitions~~you could lose all or part of your investment. An Weinvestment ~~cannot~~in ~~assure~~our ~~you~~securities ~~that~~is wespeculative ~~will~~and beinvolves ~~able~~a tohigh ~~obtain~~degree ~~capital~~of risk. You should not invest in our securities if you cannot bear the ~~future~~economic risk of your investment for an indefinite period of time and cannot afford to ~~meet~~lose ~~our~~your ~~needs~~entire investment. See also “Cautionary Note Concerning Forward-Looking Statements.”

IfRisks weRelating ~~raise additional~~to ~~funds~~Our ~~through~~Business ~~the issuance of equity or convertible debt securities, the percentage ownership held by our existing stockholders will be reduced~~ and our stockholders may experience significant dilution. In addition, new securities may contain rights, preferences, or privileges that are senior to those of our Common Stock. If we raise additional capital by incurring debt, this will result in increased interest expense. If we raise additional funds through the issuance of securities, market fluctuations in the price of our shares of Common Stock could limit our ability to obtain equity financing.Industry

We ~~cannot give~~have ~~you~~a ~~any~~limited ~~assurance~~operating ~~that~~history, which ~~any~~may ~~additional~~make ~~financing~~it ~~will~~difficult befor ~~available~~investors to ~~us,~~predict orfuture ifperformance ~~available,~~based ~~will be~~ on ~~terms~~current ~~favorable to us. If we are unable to raise capital when needed, our business, financial condition, and results of~~ operations ~~would be materially adversely affected, and we could be forced to reduce or discontinue our operations~~.

We ~~face~~have ~~intense~~a ~~competition~~limited operating history upon which ~~and~~investors ~~many~~may base an evaluation of our ~~competitors~~potential future performance. In particular, we have ~~greater~~not ~~resources~~proven that ~~may~~we ~~enable~~can ~~them~~produce or sell our hemp products, or cannabis products in a manner that enables us to ~~compete~~be ~~more~~profitable and meet customer requirements, enhance our produce and herb products, obtain the necessary permits and/or achieve certain milestones to develop our manufacturing and cultivation businesses, enhance our line of cannabis products, including MD Vapes, Hemp Pops, Rehab Rx and California Premiums under license, develop and maintain relationships with key manufacturers and strategic partners to extract value from our intellectual property, raise sufficient capital in the public and/or private markets, or respond effectively to competitive pressures. As a result, there can be no assurance that we will be able to develop or maintain consistent revenue sources, or that our operations will be profitable and/or generate positive cash flow.

~~The~~Any ~~industries in~~forecasts ~~which~~ we ~~operate~~make inabout ~~general~~our ~~are~~operations may ~~subject~~prove to ~~intense~~be ~~and increasing competition~~inaccurate. ~~Some~~We ofmust, ~~our~~among ~~competitors~~other ~~may~~things, ~~have~~determine ~~greater~~appropriate ~~capital resources~~risks, ~~facilities~~rewards, and ~~diversity~~level of ~~product~~investment in our product lines, ~~which~~respond ~~may~~to ~~enable~~economic ~~them~~and tomarket ~~compete~~variables ~~more~~outside ~~effectively~~of inour ~~this~~control, ~~market.~~respond ~~Our~~to ~~competitors may~~competitive ~~devote~~developments ~~their~~and ~~resources~~continue to ~~developing~~attract, retain, and ~~marketing~~motivate ~~products~~qualified ~~that~~employees. ~~will~~There ~~directly~~can ~~compete~~be ~~with~~no ~~our~~assurance ~~product~~that ~~lines.~~we ~~Due~~will tobe ~~this competition,~~successful ~~there~~in ismeeting nothese ~~assurance~~challenges ~~that~~and addressing wesuch ~~will~~risks ~~not~~and ~~encounter~~the ~~difficulties~~failure into ~~obtaining~~do ~~revenues~~so ~~and~~could ~~market~~have ~~share~~a ormaterially inadverse ~~the~~effect ~~positioning of~~on our ~~products.~~business, ~~There~~results ~~are~~of nooperations, ~~assurances~~and financial ~~that~~condition. ~~competition~~Our inprospects ~~our~~must ~~respective~~be ~~industries~~considered ~~will~~in ~~not~~light ~~lead~~of tothe ~~reduced~~risks, ~~prices~~expenses, ~~for~~and ~~our~~difficulties frequently encountered ~~products.~~by Ifcompanies wein ~~are~~the ~~unable~~early tostage ~~successfully~~of ~~compete~~development. ~~with~~As ~~existing~~a ~~companies~~result ~~and~~of ~~new~~these ~~entrants~~risks, tochallenges, ~~the~~and ~~market~~uncertainties, ~~this~~the ~~will~~value ~~have~~of ayour ~~negative~~investment ~~impact~~could onbe ~~our~~significantly ~~business~~reduced ~~and~~or ~~financial~~completely ~~condition~~lost.

~~If we fail to protect our intellectual property, our business could be adversely affected.~~13

~~Our~~We ~~viability will~~have ~~depend,~~incurred significant losses in prior ~~part~~periods, onand ~~our~~losses ~~ability~~in tothe ~~develop~~future ~~and~~could ~~maintain~~cause the ~~proprietary~~quoted ~~aspects~~price of our ~~intellectual~~Common ~~property~~Stock to ~~distinguish our~~decline ~~products~~or ~~from~~have ~~our~~a ~~competitors’~~material ~~products.~~adverse effect ~~We rely~~ on ~~copyrights,~~our ~~trademarks,~~financial ~~trade secrets~~condition, ~~and~~our ~~confidentiality~~ability ~~provisions~~ to ~~establish~~pay ~~and protect~~ our ~~intellectual~~debts ~~property.~~as Wethey ~~may~~become ~~not~~due beand ~~able~~on ~~to enforce some of~~ our ~~intellectual~~cash ~~property rights because cannabis is illegal under federal law~~flow.

~~Any~~We ~~infringement or~~have ~~misappropriation~~incurred ofsignificant ~~our~~losses ~~intellectual~~in ~~property~~prior periods. ~~could~~For ~~damage~~the ~~its~~year ~~value~~ended ~~and~~December ~~limit~~31, ~~our~~2019, ~~ability~~we toincurred ~~compete.~~a Wenet ~~may~~loss ~~have~~of to$8,045,888 ~~engage in~~and, ~~litigation~~as toof ~~protect~~that ~~the~~date, ~~rights~~we tohad ~~our~~an ~~intellectual~~accumulated deficit ~~property~~of $35,036,243. ~~which~~For ~~could~~the ~~result~~year inended ~~significant~~December ~~litigation~~31, ~~costs~~2018, ~~and~~we ~~require~~ incurred a ~~significant~~net ~~amount~~loss of ~~our~~$1,412,278 ~~time. In addition~~and, ~~our~~as ~~ability~~of tothat ~~enforce~~date, ~~and~~we ~~protect~~had an ~~our~~accumulated ~~intellectual~~deficit ~~property~~of ~~rights~~$26,990,355. ~~may~~Any belosses ~~limited~~ in ~~certain~~the ~~countries~~future ~~outside~~could cause the ~~United~~quoted ~~States,~~price ~~which~~of ~~could~~our ~~make~~Common itStock ~~easier~~to ~~for~~decline ~~competitors~~or have toa ~~capture~~material ~~market~~adverse ~~position~~effect inon ~~such countries~~our byfinancial ~~utilizing~~condition, ~~technologies~~our ~~that~~ability ~~are~~to ~~similar~~pay toour ~~those~~debts ~~developed~~as orthey ~~licensed~~become bydue, usand on our cash flow.

~~Competitors may~~We ~~also~~will ~~harm~~need ~~our~~additional ~~sales~~capital byto ~~designing products that mirror~~ sustain our ~~products~~operations orand ~~processes~~will ~~without~~need ~~infringing~~to onseek ~~our~~further ~~intellectual~~financing, ~~property rights.~~which If we domay not ~~obtain~~be ~~sufficient~~able ~~protection~~to ~~for~~obtain ~~our~~on ~~intellectual~~acceptable ~~property~~terms, or ifat weall. ~~are~~If ~~unable~~we fail to ~~effectively~~raise ~~enforce~~additional ~~our intellectual~~capital, ~~property~~as ~~rights~~needed, our ~~competitiveness~~ability ~~could~~to beimplement ~~impaired,~~our ~~which~~business ~~would~~model ~~limit~~and ~~our~~strategy ~~growth~~could ~~and~~be ~~future revenue~~compromised.

15We have limited capital resources and operations. To date, our operations have been funded primarily from the proceeds of debt and equity financings. We expect to require substantial capital in the near future to commence operations at additional cultivation and production facilities, expand our product lines, develop our intellectual property base, and establish our targeted levels of commercial production. We may not be able to obtain additional financing on terms acceptable to us, or at all. In particular, because marijuana is illegal under federal law, we may have difficulty attracting investors.

WeEven ~~may~~if ~~also find~~we itobtain ~~necessary~~financing tofor ~~bring~~our ~~infringement~~near-term operations, orwe ~~other~~expect ~~actions~~that ~~against~~we ~~third~~will ~~parties~~require toadditional ~~seek~~capital tothereafter. ~~protect~~Our ~~our~~capital ~~intellectual~~needs ~~property~~will ~~rights. Litigation~~depend ofon ~~this~~numerous ~~nature,~~factors ~~even~~including: (i) ifour ~~successful,~~profitability; is(ii) ~~often~~the ~~expensive~~release ~~and~~of ~~time-consuming~~competitive toproducts ~~prosecute~~by ~~and~~our ~~there~~competition; ~~can~~(iii) bethe nolevel ~~assurance that~~of weour ~~will~~investment ~~have~~in ~~the~~research and ~~financial~~development; orand ~~other~~(iv) ~~resources~~the toamount ~~enforce~~of our ~~rights~~capital orexpenditures, beincluding ~~able~~acquisitions. toWe ~~enforce~~cannot ~~our~~assure ~~rights~~you orthat ~~prevent~~we ~~other~~will ~~parties~~be ~~from~~able ~~developing~~to ~~similar~~obtain ~~products~~capital orin ~~processes~~the orfuture ~~designing~~to ~~around~~meet our ~~intellectual property~~needs.

~~Although~~ If we ~~believe~~raise ~~that~~additional funds through the issuance of equity or convertible debt securities, the percentage ownership held by our ~~products~~existing ~~and~~stockholders ~~processes~~will dobe ~~not~~reduced and ~~will~~our ~~not~~stockholders may ~~infringe~~experience ~~upon~~significant ~~the~~dilution. ~~patents~~In oraddition, ~~violate~~new ~~the~~securities ~~proprietary~~may contain rights, ofpreferences, or privileges that are senior ~~others~~to those of our Common Stock. If we raise additional capital by incurring debt, itthis iswill ~~possible~~result ~~such~~in ~~infringement~~increased orinterest ~~violation~~expense. If ~~has~~we ~~occurred~~raise oradditional ~~may~~funds ~~occur~~through the issuance of securities, ~~which~~market ~~could~~fluctuations ~~have~~in athe ~~material~~price ~~adverse~~of ~~effect~~our onshares of Common Stock could limit our ~~business~~ability to obtain equity financing.

We ~~are~~cannot ~~not aware~~give ofyou any ~~infringement~~assurance bythat ~~us of~~ any ~~person’s or entity’s intellectual property rights. In the event that products~~additional wefinancing ~~sell~~will orbe ~~processes~~available ~~we employ are deemed~~ to ~~infringe~~us, ~~upon the patents~~ or ~~proprietary~~if ~~rights of others~~available, wewill ~~could~~ be ~~required~~on ~~to modify~~terms ~~our~~favorable ~~products~~to orus. ~~processes~~If orwe ~~obtain~~are aunable ~~license~~to ~~for~~raise ~~the~~capital ~~manufacture~~when ~~and/or sale of such products or processes or cease selling~~needed, ~~such~~our ~~products~~business, orfinancial ~~employing such processes. In such event~~condition, ~~there~~and ~~can~~results beof nooperations ~~assurance that we~~ would be ~~able~~materially toadversely ~~do so in a timely manner~~affected, ~~upon acceptable terms~~ and ~~conditions,~~we ~~or at all, and the failure to do any of the foregoing~~ could ~~have~~be aforced ~~material adverse~~to ~~effect~~reduce ~~upon~~or discontinue our ~~business~~operations.

~~There~~The ~~can be~~current nooutbreak ~~assurance~~of ~~that~~the wecoronavirus may ~~will~~ have ~~the~~a ~~financial~~negative oreffect ~~other~~on ~~resources~~our ~~necessary~~ability to ~~enforce~~conduct ~~or defend a patent infringement or proprietary rights violation action. If~~ our ~~products~~business orand ~~processes~~operations ~~are~~and ~~deemed~~may toalso ~~infringe~~cause oran ~~likely~~overall todecline ~~infringe~~in ~~upon~~ the ~~patents or proprietary~~economy ~~rights~~as ofa ~~others,~~whole ~~we could be subject to injunctive relief~~ and, ~~under certain circumstances, become liable for damages, which~~ could ~~also~~materially ~~have~~harm ~~a material adverse effect on~~ our ~~business and our financial condition~~Company.

~~Our~~If the current outbreak of the coronavirus ~~trade~~continues ~~secrets~~to grow, the effects of such a widespread infectious disease and epidemic may beinhibit our ability to conduct our business and operations and could materially harm our Company. The coronavirus may cause us to have to reduce operations as a result of various lock-down procedures enacted by the local, state or federal government, which could restrict our ability to conduct our business operations. The coronavirus may also cause a decrease in spending in our industry, as a result of the economic turmoil resulting from the spread of the coronavirus and thereby having a negative effect on our ability to generate revenue from operations. The continued coronavirus outbreak may also restrict our ability to raise funding when needed and may also cause an overall decline in the economy as a whole. The specific and actual effects of the spread of coronavirus are difficult to ~~protect~~assess at this time as the actual effects will depend on many factors beyond the control and knowledge of the Company. However, the spread of the coronavirus, if it continues, may cause an overall decline in the economy as a whole and also may materially harm our Company.

Our success depends upon the skills, knowledge, and experience of our scientific and technical personnel, our consultants and advisors, as well as our licensors and contractors. Because we operate in several highly competitive industries, we rely in part on trade secrets to protect our proprietary technology and processes. However, trade secrets are difficult to protect. We ~~enter~~face ~~into~~intense ~~confidentiality or~~competition ~~non-disclosure agreements with our corporate partners, employees, consultants, outside scientific collaborators, developers,~~ and ~~other advisors. These agreements generally require that the receiving party keep confidential and not disclose to third parties,~~many ~~confidential information developed by the receiving party or made known to the receiving party by us during the course~~ of ~~the receiving~~our ~~party’s~~competitors ~~relationship~~have ~~with~~greater ~~us.~~resources ~~These agreements also generally provide~~ that ~~inventions~~may ~~conceived~~enable bythem ~~the receiving party in the course of rendering services~~ to uscompete ~~will~~more ~~be our exclusive property, and we enter into assignment agreements to perfect our rights~~effectively.

~~These~~The ~~confidentiality,~~industries in which we operate in general ~~inventions,~~are subject to intense and ~~assignment~~increasing ~~agreements~~competition. ~~may~~Some beof ~~breached~~our ~~and~~competitors may ~~not~~have ~~effectively~~greater ~~assign~~capital ~~intellectual~~resources, ~~property~~facilities, ~~rights~~and diversity toof ~~us.~~product ~~Our~~lines, ~~trade secrets~~which ~~also~~may ~~could~~enable bethem ~~independently~~to ~~discovered~~compete bymore ~~competitors,~~effectively in ~~which~~this ~~case~~market. weOur ~~would~~competitors ~~not~~may bedevote ~~able~~their resources to ~~prevent~~developing ~~the~~and ~~use~~marketing ofproducts ~~such~~that ~~trade secrets~~will bydirectly compete with our ~~competitors~~product lines. ~~The~~Due ~~enforcement~~to ofthis acompetition, ~~claim~~there is ~~alleging~~no assurance that awe ~~party~~will ~~illegally~~not ~~obtained~~encounter difficulties in obtaining revenues and ~~was~~market ~~using~~share ~~our~~or ~~trade~~in ~~secrets could~~the bepositioning ~~difficult,~~of ~~expensive,~~our ~~and~~products. There ~~time~~are ~~consuming~~no ~~and~~assurances ~~the~~that ~~outcome~~competition ~~would~~in beour ~~unpredictable.~~respective Inindustries ~~addition,~~will ~~courts~~not ~~outside~~lead ~~the~~to ~~United States~~reduced ~~may~~prices befor ~~less~~our ~~willing~~products. If we are unable to ~~protect~~successfully ~~trade~~compete ~~secrets.~~with ~~The~~existing ~~failure~~companies and new entrants to ~~obtain~~the ormarket ~~maintain~~this ~~meaningful~~will ~~trade~~have ~~secret~~a ~~protection~~negative ~~could adversely~~impact ~~affect~~on our ~~competitive~~business and ~~position~~financial condition.

~~Our business, financial condition, results of operations, and cash flow may in the future be negatively impacted by challenging global economic conditions.~~14

~~Future~~If disruptions and volatility in global financial markets and declining consumer and business confidence could lead to decreased levels of consumer spending. These macroeconomic developments could negatively impact our business, which depends on the general economic environment and levels of consumer spending. As a result, we ~~may~~fail ~~not be able~~ to ~~maintain~~protect our ~~existing customers or attract new customers,~~intellectual ~~or we may be forced to reduce the price of our products. We are unable to predict the likelihood of the occurrence~~property, duration, or severity of such disruptions in the credit and financial markets and adverse global economic conditions. Any general or market-specific economic downturn could have a material adverse effect on our business, ~~financial~~could ~~condition,~~be ~~results~~adversely ~~of operations, and cash flow~~affected.

16Our viability will depend, in part, on our ability to develop and maintain the proprietary aspects of our intellectual property to distinguish our products from our competitors’ products. We rely on copyrights, trademarks, trade secrets, and confidentiality provisions to establish and protect our intellectual property. We may not be able to enforce some of our intellectual property rights because cannabis is illegal under federal law.

~~Our future~~Any ~~success~~infringement ~~depends~~or onmisappropriation of our intellectual ~~key~~property ~~executive~~could ~~officers~~damage its value and limit our ability to ~~attract~~compete. We may have to engage in litigation to protect the rights to our intellectual property, ~~retain~~which could result in significant litigation costs and require a significant amount of our time. In addition, our ability to enforce and ~~motivate~~protect ~~qualified~~our ~~personnel~~intellectual property rights may be limited in certain countries outside the United States, which could make it easier for competitors to capture market position in such countries by utilizing technologies that are similar to those developed or licensed by us.

~~Our~~Competitors ~~future success~~may ~~largely~~also ~~depends~~harm ~~upon the continued services of~~ our ~~executive~~sales ~~officers~~by ~~and~~designing products ~~management~~that ~~team.~~mirror Ifour ~~one~~products or ~~more~~processes ofwithout ~~our~~infringing ~~executive officers~~on ~~are~~our ~~unable~~intellectual orproperty ~~unwilling~~rights. toIf ~~continue in their present positions,~~ we ~~may~~do not beobtain ~~able to replace them readily, if at all.~~sufficient ~~Additionally,~~protection wefor ~~may incur additional expenses to recruit and retain new executive officers. If any of~~ our ~~executive~~intellectual ~~officers joins a competitor or forms a competing company~~property, ~~we may lose some~~ or ~~all~~if ~~of our customers. Finally,~~ we doare ~~not~~unable ~~maintain~~to ~~“key person”~~effectively ~~life~~enforce ~~insurance on any of~~ our ~~executive~~intellectual ~~officers.~~property ~~Because of these factors~~rights, ~~the~~our ~~loss of the services of any of these~~competitiveness ~~key persons~~ could ~~adversely~~be ~~affect our business~~impaired, ~~financial~~which ~~condition,~~would ~~and~~limit ~~results~~our ofgrowth ~~operations,~~ and ~~thereby~~future ~~an investment in our stock~~revenue.

~~Our~~We ~~continuing ability~~may ~~to attract and retain highly qualified personnel will~~ also befind ~~critical~~it tonecessary ~~our success because we will need~~ to ~~hire~~bring ~~and~~infringement ~~retain~~or ~~additional~~other ~~personnel~~actions asagainst ~~our~~third ~~business~~parties ~~grows.~~to ~~There~~seek ~~can be no assurance that we will be able~~ to ~~attract~~protect orour ~~retain~~intellectual ~~highly qualified~~property ~~personnel~~rights. WeLitigation ~~face~~of ~~significant~~this ~~competition for skilled personnel in our industries. In particular~~nature, ifeven ~~the marijuana~~if ~~industry continues to grow~~successful, ~~demand~~is ~~for~~often ~~personnel~~expensive ~~may~~and ~~become~~time-consuming ~~more~~to ~~competitive.~~prosecute ~~This~~and ~~competition~~there ~~may~~can ~~make~~be itno ~~more~~assurance ~~difficult~~that ~~and expensive~~we towill ~~attract,~~have ~~hire,~~the ~~and~~financial ~~retain~~or other ~~qualified~~resources ~~managers~~to ~~and~~enforce ~~employees.~~our ~~Because~~rights ofor ~~these factors, we may not~~ be able to ~~effectively manage~~enforce ~~or grow~~ our ~~business,~~rights ~~which could adversely affect our financial condition~~ or ~~business.~~prevent Asother aparties ~~result,~~from ~~the~~developing ~~value~~similar ~~of your~~products ~~investment~~or ~~could~~processes beor ~~significantly~~designing ~~reduced~~around orour ~~completely~~intellectual ~~lost~~property.

WeAlthough we believe that our products ~~may~~and processes do not beand ~~able~~will tonot ~~effectively~~infringe ~~manage~~upon ~~our~~the ~~growth~~patents or ~~improve~~violate ~~our~~the ~~operational,~~proprietary ~~financial~~rights of others, ~~and~~it ~~management~~is ~~information~~possible ~~systems~~such infringement or violation has occurred or may occur, which ~~would~~ ~~impair~~could ~~our~~have ~~results~~a ofmaterial ~~operations~~adverse effect on our business.

InWe ~~the~~are ~~near~~not aware of any infringement by us ~~term,~~of weany ~~intend~~person’s toor ~~expand~~entity’s intellectual property rights. In the ~~scope~~event ofthat ~~our~~products ~~operations~~we ~~activities~~sell ~~significantly.~~or Ifprocesses we employ are ~~successful~~deemed into ~~executing~~infringe ~~our~~upon ~~business plan~~the patents or proprietary rights of others, we ~~will~~could ~~experience~~be ~~growth~~required into modify our ~~business~~products ~~that~~or ~~could~~processes or ~~place~~obtain a ~~significant strain~~license onfor ~~our~~the ~~business~~manufacture ~~operations,~~and/or ~~finances,~~sale ~~management,~~of ~~and~~such ~~other~~products ~~resources~~or processes or cease selling such products or employing such processes. ~~The~~In ~~factors~~such event, there can be no assurance that ~~may~~we ~~place~~would ~~strain~~be onable ~~our~~to ~~resources~~do so in a timely manner, upon acceptable terms and ~~include~~conditions, ~~but~~or ~~are~~at ~~not~~all, ~~limited~~and the failure to, do any of the ~~following:~~foregoing could have a material adverse effect upon our business.

•There ~~The~~can ~~need~~be ~~for~~no ~~continued~~assurance ~~development~~that ofwe ~~our~~will have the financial ~~and~~or ~~information~~other ~~management~~resources ~~systems;~~necessary •to ~~The~~enforce ~~need~~or defend a patent infringement or proprietary rights violation action. If our products or processes are deemed to ~~manage~~infringe ~~strategic~~or ~~relationships~~likely ~~and~~to ~~agreements~~infringe ~~with~~upon ~~manufacturers,~~the ~~customers,~~patents ~~and~~or ~~partners;~~proprietary ~~and~~rights •of ~~Difficulties~~others, inwe ~~hiring~~could be subject to injunctive relief and, ~~retaining~~under ~~skilled~~certain ~~management~~circumstances, ~~technical~~become liable for damages, ~~and~~which ~~other~~could ~~personnel~~also ~~necessary~~have toa ~~support~~material ~~and~~adverse effect ~~manage~~on our business and our financial condition.

~~Additionally, our~~Our ~~strategy~~trade ~~envisions~~secrets ~~a period of rapid growth that~~ may ~~impose~~be adifficult ~~significant burden on our administrative and operational resources. Our ability~~ to ~~effectively manage growth will require us to substantially expand the capabilities of our administrative and operational~~ ~~resources and to attract, train, manage, and retain qualified management and other personnel~~protect. ~~There can be no assurance that we will be successful in recruiting and retaining new employees or retaining existing employees.~~

WeOur ~~cannot~~success depends upon the skills, knowledge, ~~provide~~and ~~assurances~~experience ~~that~~of our ~~management~~scientific ~~will~~and betechnical ~~able~~personnel, toour ~~manage~~consultants ~~this~~and ~~growth~~advisors, ~~effectively.~~as ~~Our~~well ~~failure~~as toour ~~successfully~~licensors ~~manage~~and ~~growth~~contractors. ~~could~~Because ~~result~~we operate in ~~our~~several ~~sales~~highly ~~not~~competitive ~~increasing~~industries, ~~commensurately~~we ~~with~~rely ~~capital~~in ~~investments~~part oron ~~otherwise~~trade ~~materially~~secrets ~~adversely~~to ~~affecting~~protect our proprietary technology ~~business~~and processes. However, ~~financial~~trade ~~condition~~secrets are difficult to protect. We enter into confidentiality or non-disclosure agreements with our corporate partners, employees, consultants, outside scientific collaborators, developers, and other advisors. These agreements generally require that the receiving party keep confidential and not disclose to third parties, confidential information developed by the receiving party or ~~results~~made known to the receiving party by us during the course of ~~operations~~the receiving party’s relationship with us. These agreements also generally provide that inventions conceived by the receiving party in the course of rendering services to us will be our exclusive property, and we enter into assignment agreements to perfect our rights.

IfThese confidentiality, inventions, and assignment agreements may be breached and may not effectively assign intellectual property rights to us. Our trade secrets also could be independently discovered by competitors, in which case we ~~are~~would ~~unable~~not be able to ~~continually~~prevent ~~innovate~~the use of such trade secrets by our competitors. The enforcement of a claim alleging that a party illegally obtained and ~~increase~~was ~~efficiencies,~~using our ~~ability~~trade tosecrets ~~attract~~could ~~new~~be ~~customers~~difficult, expensive, and time consuming and the outcome would be unpredictable. In addition, courts outside the United States may be less willing to protect trade secrets. The failure to obtain or maintain meaningful trade secret protection could adversely ~~affected~~affect our competitive position.

In the area of innovation, we must be able to develop new technologies and products that appeal to our customers. This depends, in part, on the technological and creative skills of our personnel and on our ability to protect our intellectual property rights. We may not be successful in the development, introduction, marketing, and sourcing of new technologies or innovations, that satisfy customer needs, achieve market acceptance, or generate satisfactory financial returns.15

17Our business, financial condition, results of operations, and cash flow may in the future be negatively impacted by challenging global economic conditions.

WeFuture disruptions and volatility in global ~~are~~financial ~~dependent~~markets and declining consumer and business confidence could lead to decreased levels of consumer spending. These macroeconomic developments could negatively impact our business, which depends on the ~~popularity~~general economic environment and levels of consumer ~~acceptance~~spending. As a result, we may not be able to maintain our existing customers or attract new customers, or we may be forced to reduce the price of our ~~product~~products. ~~lines~~We are unable to predict the likelihood of the occurrence, duration, or severity of such disruptions in the credit and financial markets and adverse global economic conditions. Any general or market-specific economic downturn could have a material adverse effect on our business, financial condition, results of operations, and cash flow.

Our ~~ability to~~future ~~generate~~success ~~revenue~~depends ~~and be successful in the implementation of our business plan is dependent~~ on ~~consumer acceptance and demand of~~ our ~~product lines. Acceptance of our products will depend on several factors, including availability, cost, ease of use, familiarity~~key ofexecutive ~~use,~~officers ~~convenience, effectiveness, safety,~~ and ~~reliability. If customers do not accept~~ our ~~products,~~ability ~~or if we fail~~ to ~~meet~~attract, ~~customers’ needs~~retain, and ~~expectations~~motivate ~~adequately,~~qualified ~~our ability to continue generating revenues could be reduced~~personnel.

AOur future success largely depends upon the ~~drop~~continued services of our executive officer. If our executive officer is unable or unwilling to continue in ~~the~~their ~~retail~~present ~~price~~positions, we ofmay ~~medical~~not be able to replace them readily, if at all. Additionally, we may incur additional expenses to recruit and ~~adult~~retain ~~use~~new executive ~~marijuana~~officers. ~~products~~If our executive officer joins a competitor or forms a competing company, we may ~~negatively~~lose ~~impact~~some or all of our customers. Finally, we do not maintain “key person” life insurance on any of our executive officers. Because of these factors, the loss of the services of any of these key persons could adversely affect our business, financial condition, and results of operations, and thereby an investment in our stock.

~~The~~Our ~~demand~~continuing ability to attract and retain ~~for~~highly ~~our~~qualified ~~products~~personnel ~~depends~~will inalso ~~part~~be oncritical ~~the~~to ~~price~~our ofsuccess ~~commercially~~because ~~grown~~we ~~marijuana.~~will ~~Fluctuations~~need into ~~economic~~hire and ~~market~~retain ~~conditions~~additional personnel as our business grows. There can be no assurance that ~~impact~~we ~~the~~will ~~prices~~be ofable ~~commercially~~to ~~grown~~attract ~~marijuana,~~or ~~such~~retain ashighly ~~increases~~qualified personnel. We face significant competition for skilled personnel in ~~the~~our ~~supply~~industries. ofIn ~~such~~particular, if the marijuana ~~and~~industry ~~the~~continues ~~decrease~~to ingrow, demand for personnel ~~the~~may ~~price~~become ofmore ~~products~~competitive. ~~using~~This ~~commercially~~competition ~~grown~~may ~~marijuana~~make it more difficult and expensive to attract, ~~could~~hire, ~~cause~~and ~~the~~retain ~~demand~~qualified ~~for~~managers and ~~medical~~employees. ~~marijuana~~Because ~~products~~of these factors, we may not be able to ~~decline~~effectively manage or grow our business, which could adversely affect ~~would~~our ~~have~~financial condition or business. As a ~~negative~~result, ~~impact~~the onvalue ~~our~~of ~~business~~your investment could be significantly reduced or completely lost.

~~Federal regulation~~We ~~and~~may ~~enforcement~~not ~~may~~be ~~adversely~~able ~~affect~~to ~~the~~effectively ~~implementation~~manage our ofgrowth ~~cannabis~~or ~~laws~~improve our operational, financial, and ~~regulations~~management ~~may~~information ~~negatively~~systems, ~~impact~~which would impair our ~~revenues~~ ~~and~~results ~~profits~~of operations.

~~Currently, there~~In ~~are 33 states plus~~ the ~~District~~near ~~of Columbia that have laws and/or regulations that recognize~~term, inwe ~~one~~intend ~~form~~to orexpand ~~another,~~the ~~legitimate~~scope ~~medical and adult uses for cannabis and consumer use~~ of ~~cannabis~~our inoperations ~~connection~~activities ~~with medical treatment~~significantly. ~~Many~~If ~~other~~we ~~states~~ are ~~considering similar~~successful ~~legislation.~~in ~~Conversely,~~executing ~~under~~our ~~the~~business ~~CSA~~plan, ~~the~~we ~~policies~~will ~~and~~experience ~~regulations~~growth ofin ~~the~~our business ~~federal government and its agencies are~~ that ~~cannabis~~ ~~has~~could noplace ~~medical benefit and~~ a ~~range~~significant ofstrain ~~activities~~on ~~including~~our ~~cultivation~~business ~~and the personal use of cannabis is prohibited. Unless and until Congress amends the CSA with respect to medical marijuana~~operations, ~~as to the timing or scope of any such potential amendments there can be no assurance~~finances, ~~there is a risk that federal authorities may enforce current federal law~~management, and weother ~~may be deemed to be producing, cultivating, or dispensing marijuana in violation of federal law~~resources. ~~Active~~The ~~enforcement of the current federal regulatory~~factors ~~position~~that ~~on cannabis~~ may ~~thus~~place ~~indirectly~~strain ~~and~~on ~~adversely affect~~ our ~~revenues~~resources ~~and~~include, ~~profits.~~but ~~The~~are ~~risk~~not oflimited ~~strict~~to, ~~enforcement of~~ the ~~CSA~~ ~~in light of Congressional activity, judicial holdings, and stated federal policy remains uncertain.~~following:

In• ~~February 2017,~~The ~~the~~need ~~Trump~~for ~~administration~~continued ~~announced~~development ~~that~~of ~~there~~our ~~may~~financial beand ~~“greater~~information ~~enforcement”~~management ofsystems; ~~federal~~• ~~laws~~The ~~regarding~~need ~~marijuana. Any~~to ~~such~~manage ~~enforcement~~strategic ~~actions~~relationships ~~could~~and ~~have~~agreements awith ~~negative~~manufacturers, ~~effect~~customers, onand ~~our~~partners; ~~business~~and • Difficulties in hiring and ~~results~~retaining ofskilled ~~operations~~management, technical, and other personnel necessary to support and manage our business.

~~Since the start of the new congress~~Additionally, ~~there~~our ~~have~~strategy ~~been~~envisions ~~“positive”~~a ~~discussions about the Federal Government’s approach to~~period ~~cannabis. The DOJ has not historically devoted resources to prosecuting individuals whose conduct is limited to possession~~ of ~~small~~ ~~amounts~~rapid ofgrowth ~~marijuana~~that ~~for~~may ~~use~~impose ona ~~private~~significant ~~property~~burden ~~but has relied~~ on ~~state~~our administrative and ~~local~~operational ~~law~~resources. ~~enforcement~~Our ability to ~~address marijuana~~effectively ~~activity.~~manage ~~With~~growth ~~the~~will ~~change~~require ofus ~~the~~to ~~Attorney~~substantially ~~General,~~expand the ~~DOJ~~capabilities ~~has not signaled any change in their enforcement efforts. In the event the DOJ reverses its stated policy and begins strict enforcement~~ of ~~the~~our ~~CSA~~administrative ~~in states that have laws legalizing medical marijuana~~ and ~~recreational~~operational ~~marijuana~~resources ~~in small amounts, there may be a direct~~ and ~~adverse impact~~ to ~~our business and our revenue and profits.~~attract, ~~Furthermore~~train, ~~H.R. 83~~manage, ~~enacted~~and byretain ~~Congress~~qualified onmanagement ~~December 16, 2014, provides that none of the funds made available to the DOJ pursuant to the 2015 Consolidated~~ and ~~Further~~other ~~Continuing~~personnel. ~~Appropriations~~There ~~Act~~can ~~may~~ be ~~used~~no toassurance ~~prevent certain states, including Nevada and California, from implementing their own laws~~ that ~~authorized~~we ~~the~~will ~~use,~~be ~~distribution,~~successful ~~possession,~~in ~~or cultivation of medical marijuana.~~recruiting ~~This~~and ~~prohibition~~retaining isnew ~~currently~~employees inor ~~place~~retaining ~~until~~existing ~~September 30, 2019~~employees.

We cannot provide assurances that our management ~~could~~will be ~~found~~able to bemanage ~~violating~~this ~~laws~~growth ~~related~~effectively. Our failure to ~~cannabis~~successfully manage growth could result in our sales not increasing commensurately with capital investments or otherwise materially adversely affecting our business, financial condition, or results of operations.

~~Currently, there~~If ~~are~~we 33 states plus the District of Columbia that have laws and/or regulations that recognize, in one form or another, legitimate medical uses for cannabis and consumer use of cannabis in connection with medical treatment. Many other states are ~~considering similar~~unable legislation. Conversely, under the CSA, the policies and regulations of the federal government and its agencies are that cannabis has no medical benefit and a range of activities including cultivation and the personal use of cannabis is prohibited. Unless and until Congress amends the CSA with respect to ~~medical~~continually ~~marijuana, as to the timing or scope of any such amendments there~~innovate ~~can be no assurance, there is a risk that federal authorities may enforce current federal law. The risk of strict enforcement of the CSA in light of Congressional activity, judicial holdings,~~ and ~~stated~~increase ~~federal policy remains uncertain. Because we plan to cultivate~~efficiencies, ~~produce,~~our ~~sell~~ability ~~and distribute cannabis products, we have risk that we will be deemed~~ to ~~facilitate~~attract ~~the~~new ~~selling~~customers ~~or distribution~~may ~~of medical marijuana in violation of federal law. Finally, we could~~ be ~~found~~adversely ~~in violation of the CSA in connection with the sale of Agritek products~~affected. ~~This would cause a direct and adverse effect on our subsidiaries’ businesses, or intended businesses, and on our revenue and prospective profits.~~

18In the area of innovation, we must be able to develop new technologies and products that appeal to our customers. This depends, in part, on the technological and creative skills of our personnel and on our ability to protect our intellectual property rights. We may not be successful in the development, introduction, marketing, and sourcing of new technologies or innovations, that satisfy customer needs, achieve market acceptance, or generate satisfactory financial returns.

Variations in state and local regulation, and enforcement in states that have legalized cannabis, may restrict cannabis-related activities, which may negatively impact our revenues and prospective profits.16

~~Individual state~~We ~~laws~~are dodependent not always conform to the federal standard or to other states' laws. A number of states have decriminalized marijuana to varying degrees, other states have created exemptions specifically for medical cannabis, and several have both decriminalization and medical laws. As of December 2018, ten states and the District of Columbia have legalized the recreational use of cannabis. Variations exist among states that have legalized, decriminalized, or created medical marijuana exemptions. For example, certain states have limits on the ~~number~~popularity of ~~marijuana plants that can be homegrown. In most states, the cultivation of marijuana for personal~~ ~~use~~consumer ~~continues~~acceptance ~~to be prohibited except for those states that allow small-scale cultivation by the individual in possession~~ of ~~medical marijuana needing care or that person’s caregiver. Active enforcement of state laws that prohibit personal cultivation of marijuana may indirectly and adversely affect~~ our ~~business~~product ~~and our revenue and profits~~lines.

InOur ~~November 2016,~~ability ~~California~~to ~~voters~~generate ~~approved~~revenue ~~Proposition~~and ~~64,~~be ~~also~~successful in ~~known as~~ the ~~Adult~~implementation ~~Use~~ of ~~Marijuana~~our ~~Act~~business ~~(“AUMA”),~~plan inis adependent ~~ballot initiative.~~on ~~Among~~consumer ~~other~~acceptance ~~things,~~and ~~the~~demand ~~AUMA~~of ~~makes~~our itproduct ~~legal~~lines. ~~for~~Acceptance ~~adults over the age~~ of 21our products towill ~~use~~depend ~~marijuana~~on ~~and~~several tofactors, ~~possess~~including upavailability, tocost, ~~28.5 grams~~ease of ~~marijuana~~use, ~~flowers~~familiarity ~~and 8 grams~~ of ~~marijuana~~use, ~~concentrates.~~convenience, ~~Individuals are also permitted to grow up to six marijuana plants~~effectiveness, ~~for~~safety, ~~personal~~and ~~use~~reliability. InIf ~~addition,~~customers ~~the~~do ~~AUMA~~not ~~establishes~~accept aour ~~licensing~~products, ~~system~~or ~~for~~if ~~businesses~~we fail to, ~~among~~meet ~~other~~customers’ ~~things,~~needs ~~cultivate, process~~ and ~~distribute marijuana products under certain conditions. On January 1~~expectations adequately, ~~2018~~our ~~and~~ability ~~the~~to ~~California~~continue ~~Bureau~~generating ofrevenues ~~Marijuana~~could ~~Control enacted~~be ~~regulations to implement the AUMA~~reduced.

~~Also,~~A ~~in November~~drop ~~2016, Nevada voters approved Question 2~~ in ~~a ballot initiative. Among other things, Question 2 makes it legal for adults over~~ the ~~age~~retail ofprice ~~21 to use marijuana and to possess up to one ounce~~ of ~~marijuana flowers~~ medical and ~~one-eighth~~adult ~~of an ounce of marijuana concentrates. Individuals are also permitted to grow up to six marijuana plants for personal~~ use. ~~In addition, Question 2 authorizes businesses to cultivate, process and distribute~~ marijuana products ~~under~~may ~~certain~~negatively ~~conditions.~~impact ~~The~~our ~~Nevada Department of Taxation enacted regulations to implement Question 2 in the summer of 2017~~business.

IfThe wedemand ~~are unable~~for toour ~~obtain~~products ~~and~~depends ~~maintain~~in part on the ~~permits~~price of commercially grown marijuana. Fluctuations in economic and ~~licenses~~market ~~required~~conditions tothat ~~operate~~impact ~~our~~the ~~business~~prices of commercially grown marijuana, such as increases in ~~compliance~~the ~~with~~supply ~~state~~of such marijuana and ~~local~~the ~~regulations~~ decrease in ~~California~~the price of products using commercially grown marijuana, wecould ~~may~~cause ~~experience~~the ~~negative~~demand ~~effects~~for onmedical ~~our~~marijuana ~~business~~products ~~and~~to ~~results~~decline, ofwhich ~~operations~~would have a negative impact on our business.

~~California~~Federal regulation and enforcement may ~~has~~adversely ~~only~~affect ~~issued~~the ~~temporary~~implementation of cannabis ~~licenses~~laws and ~~there~~regulations ismay nonegatively ~~guarantee~~impact weour ~~will~~revenues ~~receive~~and ~~permanent licenses~~profits.

~~Effective January 1~~Currently, ~~2018,~~there ~~the~~are ~~State of California allowed for adult~~thirty-~~use~~four ~~cannabis~~(34) ~~sales. California’s cannabis licensing system is~~states ~~being~~plus ~~implemented in two phases. First, beginning on January 1, 2018,~~ the ~~State~~District of ~~California~~Columbia ~~began~~that ~~issuing~~have ~~temporary~~laws ~~licenses. Temporary~~and/or ~~licenses~~regulations ~~were~~that ~~initially issued for 90 days~~recognize, ~~but~~in ~~have~~one ~~since~~form ~~been~~or ~~extended~~another, ~~three~~legitimate ~~times~~medical ~~by the State of California. Our~~and ~~current~~adult ~~temporary~~uses ~~licenses~~for ~~expire~~cannabis inand ~~July~~consumer ~~2019.~~use ~~The~~of ~~extensions~~cannabis ~~were initially provided because~~ in ~~April~~connection ~~2018~~with ~~the~~medical ~~Company~~treatment. ~~had~~Many ~~submitted all~~other ~~the~~states ~~necessary~~are ~~documentation~~considering ~~for an annual license to be issued~~similar legislation. ~~Prior~~Conversely, tounder the ~~State of California completing its review of any annual licenses~~CSA, the ~~licensing~~policies ~~authority~~and ~~determined~~regulations ~~they~~of ~~would eliminate~~ the ~~need~~federal togovernment ~~have~~and ~~multiple~~its ~~licenses~~agencies ~~issued~~are tothat ~~each~~cannabis ~~entity~~has ~~for~~no ~~both~~ medical benefit and ~~adult~~a ~~use.~~range ~~The~~of ~~Company~~activities ~~has~~including ~~since~~cultivation ~~applied~~and ~~for~~the ~~single~~personal ~~category~~use ~~licenses~~of ~~that~~cannabis ~~allow~~is ~~our~~prohibited. ~~vertically~~Unless ~~integrated~~and ~~activities~~until toCongress ~~conduct~~amends ~~sales in both~~ the ~~medical~~CSA ~~and~~with ~~adult-use~~respect ~~categories.~~to ~~The~~medical ~~Company’s~~marijuana, ~~prior~~as ~~licenses~~to ~~obtained from~~ the ~~local~~ ~~jurisdictions~~timing inor ~~which~~scope itof ~~operated~~any ~~have been continued by~~ such ~~jurisdictions~~potential ~~and~~amendments ~~are~~there can ~~necessary~~be tono ~~obtain~~assurance, ~~state~~there ~~licensing. The~~is ~~Company has received~~ a ~~temporary~~risk ~~license~~that ~~for~~federal ~~each~~authorities ~~local~~may ~~jurisdiction~~enforce incurrent ~~which~~federal itlaw, ~~has~~and ~~active~~we ~~operations.~~may ~~The~~be ~~temporary~~deemed ~~licenses may~~to be ~~extended~~producing, cultivating, ~~for~~or andispensing ~~additional~~marijuana ~~period~~in violation of ~~time~~federal law. ~~The~~Active ~~Company~~enforcement ~~submitted~~of ~~its applications for~~ the ~~annual~~current ~~licenses~~federal inregulatory ~~April 2018.~~position ~~Although~~on ~~the~~cannabis ~~Company~~may ~~believes~~thus itindirectly ~~will~~and ~~receive~~adversely ~~the~~affect ~~necessary~~our ~~licenses~~revenues ~~from~~and ~~the~~profits. ~~State~~The risk of ~~California~~strict toenforcement ~~conduct~~of ~~its~~the ~~business~~CSA in alight ~~timely~~of ~~fashion~~Congressional activity, ~~there~~judicial isholdings, ~~no guarantee the Company will be able to do so~~ and ~~any~~stated ~~failure~~federal topolicy doremains ~~so may have a negative effect on its business and results of operations~~uncertain.

~~Prospective customers~~In ~~may~~February be2017, ~~deterred~~the ~~from~~Trump ~~doing~~administration announced ~~business~~that ~~with~~there amay ~~company~~be ~~with~~“greater aenforcement” ~~significant~~of ~~nationwide~~federal ~~online~~laws ~~presence~~regarding ~~because~~marijuana. ofAny ~~fears~~such ofenforcement actions ~~federal~~could orhave ~~state~~a ~~enforcement~~negative ofeffect ~~laws~~on ~~prohibiting~~our ~~possession~~business and ~~sale~~results of ~~medical or recreational marijuana~~operations.

~~Our~~Since ~~website~~the start of the new congress, there have been “positive” discussions about the Federal Government’s approach to cannabis. The DOJ has not historically devoted resources to prosecuting individuals whose conduct is ~~visible~~limited into ~~jurisdictions~~possession ~~where~~of ~~medicinal~~small ~~and~~amounts ~~adult~~of marijuana for use ofon private property but has relied on state and local law enforcement to address marijuana isactivity. With the change of the Attorney General, the DOJ has not ~~permitted~~signaled any change in their enforcement efforts. In the event the DOJ reverses its stated policy and begins strict enforcement of the CSA in states that have laws legalizing medical marijuana and recreational marijuana in small amounts, asthere may be a ~~result~~direct and adverse impact to our business and our revenue and profits. Furthermore, weH.R. 83, enacted by Congress on December 16, 2014, provides that none of the funds made available to the DOJ pursuant to the 2015 Consolidated and Further Continuing Appropriations Act may be ~~found~~used to ~~be violating~~prevent ~~the~~certain states, including Nevada and California, from implementing their own laws that authorized the use, distribution, possession, or cultivation of ~~those~~medical ~~jurisdictions~~marijuana.

19We could be found to be violating laws related to cannabis.

~~Marijuana~~Currently, there are thirty-four (34) states ~~remains~~plus ~~illegal~~the District of Columbia that have laws and/or regulations that recognize, in one form or another, legitimate medical uses for cannabis and consumer use of cannabis in connection with medical treatment. Many other states are considering similar legislation. Conversely, under the CSA, the policies and regulations of the federal government and its agencies are that cannabis has no medical benefit and a range of activities including cultivation and the personal use of cannabis is prohibited. Unless and until Congress amends the CSA with respect to medical marijuana, as to the timing or scope of any such amendments there can be no assurance, there is a risk that federal authorities may enforce current federal law. The risk of strict enforcement of the CSA in light of Congressional activity, judicial holdings, and stated federal policy remains uncertain. Because we plan to cultivate, produce, sell and distribute cannabis products, we have risk that we will be deemed to facilitate the selling or distribution of medical marijuana in violation of federal law. Finally, we could be found in violation of the CSA in connection with the sale of Agritek products. This would cause a direct and adverse effect on our subsidiaries’ businesses, or intended businesses, and on our revenue and prospective profits.

Marijuana is a Schedule-I controlled substance and is illegal under federal law. Even in those states in which the use of marijuana has been legalized, its use remains a violation of federal law. Since federal law criminalizing the use of marijuana preempts state laws that legalize its use, strict enforcement of federal law regarding marijuana would likely result in our inability to proceed with our business plan, especially in respect of our marijuana cultivation, production and dispensaries. In addition, our assets, including real property, cash, equipment and other goods, could be subject to asset forfeiture because marijuana is still federally illegal.17

WeVariations in state and local regulation, ~~are~~and ~~not~~enforcement ~~able~~in tostates ~~deduct~~that ~~some~~have oflegalized cannabis, may restrict cannabis-related activities, which may negatively impact our revenues ~~business~~and ~~expenses~~prospective profits.

~~Section 280E~~Individual ofstate laws do not always conform to the ~~Internal~~federal ~~Revenue~~standard ~~Code~~or ~~prohibits~~to other states' laws. A number of states have decriminalized marijuana ~~businesses~~to ~~from~~varying ~~deducting~~degrees, ~~their~~other ~~ordinary~~states have ~~and~~created ~~necessary~~exemptions ~~business~~specifically ~~expenses~~for medical cannabis, and several have both decriminalization and medical laws. As of the ~~forcing~~date usof tothis ~~pay~~filing, ~~higher~~thirty-four ~~effective~~(34) ~~federal~~states ~~tax~~and ~~rates~~the ~~than~~District ~~similar~~of ~~companies~~Columbia inhave ~~other~~legalized ~~industries~~the recreational use of cannabis. ~~The~~Variations exist ~~effective~~among ~~tax~~states ~~rate~~that onhave alegalized, decriminalized, or created medical marijuana ~~business~~ ~~depends~~exemptions. For example, certain states have limits on ~~how~~the ~~large~~number ~~its~~of ~~ratio~~marijuana plants that can be homegrown. In most states, the cultivation of ~~nondeductible~~marijuana ~~expenses~~for ispersonal use continues to ~~its~~be ~~total~~prohibited ~~revenues. Therefore,~~except ~~our~~for those states that allow small-scale cultivation by the individual in possession of medical marijuana needing ~~business~~care or that person’s caregiver. Active enforcement of state laws that prohibit personal cultivation of marijuana may beindirectly ~~less~~and ~~profitable~~adversely ~~than~~affect itour ~~could~~business ~~otherwise~~and beour revenue and profits.

WeIn November 2016, California voters approved ~~may~~Proposition ~~not~~64, bealso ~~able~~known as the Adult Use of Marijuana Act (“AUMA”), in a ballot initiative. Among other things, the AUMA makes it legal for adults over the age of 21 to ~~attract~~use ormarijuana ~~retain~~and to possess up to 28.5 grams of marijuana flowers and 8 grams of marijuana concentrates. Individuals are also permitted to grow up to six marijuana plants for personal use. In addition, the AUMA establishes a ~~majority~~licensing system for businesses to, among other things, cultivate, process and distribute marijuana products under certain conditions. On January 1, 2018 and the California Bureau of ~~independent~~Marijuana ~~directors~~Control enacted regulations to implement the AUMA.

~~Our~~Also, ~~board of~~in ~~directors~~November is2016, ~~not~~Nevada ~~currently~~voters ~~comprised~~approved Question of2 in a ~~majority~~ballot ~~of independent directors~~initiative. WeAmong ~~may~~other inthings, ~~the~~Question ~~future~~2 ~~desire~~makes toit ~~list~~legal ~~our~~for ~~common stock~~adults onover ~~The~~the ~~New~~age ~~York~~of ~~Stock~~21 ~~Exchange~~to ~~(“NYSE”)~~use ormarijuana and ~~The~~to ~~NASDAQ~~possess ~~Stock~~up ~~Market~~to ~~(“NASDAQ”),~~one ~~both~~ounce of ~~which~~marijuana ~~require that~~flowers aand ~~majority~~one-eighth of ~~our~~an ~~board~~ounce ~~be comprised~~ of ~~independent~~marijuana ~~directors~~concentrates. WeIndividuals ~~may~~are ~~have~~also permitted ~~difficulty~~to ~~attracting~~grow ~~and~~up ~~retaining~~to ~~independent directors~~six ~~because,~~marijuana ~~among~~plants ~~other~~for ~~things~~personal use. In addition, weQuestion ~~operate~~2 inauthorizes ~~the~~businesses ~~marijuana~~to ~~industry~~cultivate, process and asdistribute amarijuana ~~result~~products weunder ~~may~~certain beconditions. ~~delayed~~The orNevada ~~prevented~~Department ~~from listing~~of ~~our~~Taxation ~~common~~enacted ~~stock~~regulations onto implement Question 2 in the ~~NYSE~~summer orof ~~NASDAQ~~2017.

WeIf we are unable to obtain and maintain the ~~may~~permits ~~not~~and belicenses ~~able~~required to ~~successfully~~operate ~~execute~~our business in compliance with state and local regulations in California, we may experience negative effects on our ~~merger~~business and ~~acquisition~~results ~~strategy~~of operations.

~~Our~~California ~~business plan~~has ~~depends~~only inissued ~~part on merging with or acquiring other businesses in the marijuana industry. The success of any acquisition will~~temporary ~~depend~~cannabis ~~upon,~~licenses ~~among other things, our ability to integrate acquired personnel, operations, products~~ and ~~technologies~~there ~~into~~is ~~our~~no ~~organization effectively,~~guarantee towe ~~retain~~will ~~and~~receive ~~motivate~~permanent ~~key personnel of acquired businesses, and to retain their customers~~licenses. Any acquisition may result in diversion of management’s attention from other business concerns, and such acquisition may be dilutive to our financial results and/or result in impairment charges and write-offs. We might also spend time and money investigating and negotiating with potential acquisition or investment targets, but not complete the transaction.

~~Although~~Effective January 1, 2018, the State of California weallowed ~~expect~~for toadult-use ~~realize~~cannabis ~~strategic~~sales. California’s cannabis licensing system is being implemented in two phases. First, ~~operational~~beginning on ~~and~~January ~~financial~~1, ~~benefits~~2018, asthe aState ~~result~~of California began issuing temporary licenses. Temporary licenses were initially issued for 90 days, but have since been extended three times by the State of ~~our~~California. ~~acquisitions~~Our current temporary licenses expire in July 2019. The extensions were initially provided because in April 2018 the Company had submitted all the necessary documentation for an annual license to be issued. Prior to the State of California completing its review of any annual licenses, wethe ~~cannot~~licensing ~~predict~~authority ~~whether~~determined they would eliminate the need to have multiple licenses issued to each entity for both medical and adult use. The Company has since applied for single category licenses that allow our vertically integrated activities to ~~what~~conduct ~~extent~~sales in both the medical and adult-use categories. The Company’s prior licenses obtained from the local jurisdictions in which it operated have been continued by such ~~benefits~~jurisdictions ~~will~~and are necessary to obtain state licensing. The Company has received a temporary license for each local jurisdiction in which it has active operations. The temporary licenses may be ~~achieved~~extended for an additional period of time. ~~There~~The ~~are~~Company ~~significant~~submitted its ~~challenges~~applications for the annual licenses in April 2018. Although the Company believes it will receive the necessary licenses from the State of California to ~~integrating~~conduct anits ~~acquired~~business ~~operation~~in ~~into~~a timely fashion, there is no guarantee the Company will be able to do so and ~~our~~any failure to do so may have a negative effect on its business and results of operations.

~~Any~~Prospective ~~future acquisition~~customers ~~could involve other risks, including the assumption of unidentified liabilities for which we, as a successor owner,~~ may be ~~responsible.~~deterred from ~~These~~doing ~~transactions~~business ~~typically~~with ~~involve~~ a ~~number~~company ofwith ~~risks~~a ~~and~~significant ~~present~~nationwide ~~financial~~online ~~and~~presence ~~other~~because ~~challenges,~~of ~~including the~~fears ~~existence~~ of ~~unknown~~federal ~~disputes, liabilities,~~ or ~~contingencies~~state ~~and changes in the industry, location, or regulatory or political~~enforcement ~~environment~~of inlaws ~~which~~prohibiting ~~these~~possession ~~investments are located, that our due diligence review may not adequately uncover~~ and ~~that~~sale ~~may~~of ~~arise after~~medical ~~entering~~or ~~into~~recreational ~~such arrangements~~marijuana.

~~Laws and~~Our ~~regulations~~website ~~affecting~~is ~~the~~visible ~~medical~~in jurisdictions where medicinal and adult use of marijuana ~~industry~~is ~~are~~not ~~constantly~~permitted ~~changing~~and, ~~which~~as ~~could~~a ~~detrimentally~~result, ~~affect our~~we ~~operations~~may be found to be violating the laws of those jurisdictions.

~~Local,~~Marijuana ~~state, and~~remains ~~federal~~illegal ~~medical~~under ~~and adult use marijuana laws and regulations are broad in scope and subject to evolving interpretations, which~~federal ~~could require us to incur substantial costs associated with compliance or alter certain aspects of our business plan~~law. In addition, violations of these laws, or allegations of such violations, could disrupt certain aspects of our business plan and result in a material adverse effect on certain aspects of our planned operations. In addition, it is possible that regulations may be enacted in the future that will be directly applicable to certain aspects of our cultivation, production and manufacturing businesses, and our business of selling cannabis products. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.

20Marijuana is a Schedule-I controlled substance and is illegal under federal law. Even in those states in which the use of marijuana has been legalized, its use remains a violation of federal law. Since federal law criminalizing the use of marijuana preempts state laws that legalize its use, strict enforcement of federal law regarding marijuana would likely result in our inability to proceed with our business plan, especially in respect of our marijuana cultivation, production and dispensaries. In addition, our assets, including real property, cash, equipment and other goods, could be subject to asset forfeiture because marijuana is still federally illegal.

~~We may not obtain the necessary permits and authorizations to operate the medical and adult use marijuana business.~~18

We ~~may~~are not be able to ~~obtain~~deduct orsome maintain the necessary licenses, permits, authorizations, or accreditations for our cultivation, production and dispensary businesses, or may only be able to do so at great cost. In addition, we may not be able to comply fully with the wide variety of laws and regulations applicable to the medical and adult use marijuana industry. Failure to comply with or to obtain the necessary licenses, permits, authorizations, or accreditations could result in restrictions on our ~~ability to operate~~ ~~the medical and adult use marijuana~~ business, ~~which could have a material adverse effect on our business~~expenses.

~~If we~~Section ~~incur~~280E ~~substantial~~of ~~liability~~the Internal Revenue Code prohibits marijuana businesses from ~~litigation,~~deducting ~~complaints~~their ordinary and necessary business expenses, orforcing ~~enforcement~~us ~~actions~~to pay higher effective federal tax rates than similar companies in other industries. The effective tax rate on a marijuana business depends on how large its ratio of nondeductible expenses is to its total revenues. Therefore, our ~~financial~~marijuana ~~condition~~business may be less profitable than it could otherwise ~~suffer~~be.

~~Our~~We ~~participation in~~may ~~the~~not ~~medical~~be ~~and~~able ~~adult use marijuana industry may lead~~ to ~~litigation,~~attract ~~formal~~ or ~~informal complaints, enforcement actions, and~~retain ~~inquiries~~a bymajority ~~various federal, state, or local governmental authorities against us. Litigation, complaints, and enforcement actions could consume considerable amounts~~ of ~~financial~~independent ~~and other corporate resources, which could have a negative impact on our sales, revenue, profitability, and growth prospects~~directors. We have not been, and are not currently, subject to any material litigation, complaint, or enforcement action regarding marijuana (or otherwise) brought by any federal, state, or local governmental authority

Our board of directors is not currently comprised of a majority of independent directors. We may in the future desire to list our common stock on The New York Stock Exchange (“NYSE”) or The NASDAQ Stock Market (“NASDAQ”), both of which require that a majority of our board be comprised of independent directors. We may have difficulty ~~accessing~~attracting ~~the~~and ~~service~~retaining ofindependent ~~banks~~directors because, ~~which~~among other things, we operate in the marijuana industry, and as a result we may ~~make~~be itdelayed ~~difficult~~or ~~for~~prevented usfrom tolisting ~~operate~~our common stock on the NYSE or NASDAQ.

~~Since~~We ~~the use~~may ~~of marijuana is illegal under federal law, many banks will~~ not ~~accept~~be ~~for~~able ~~deposit funds from businesses involved with the marijuana industry. Consequently, businesses involved in the marijuana industry often have difficulty finding a bank willing~~ to ~~accept~~ ~~their~~successfully ~~business. The inability to open or maintain bank accounts may make it difficult for us to operate our medical and~~execute ~~adult~~on ~~use marijuana businesses. If any of~~ our ~~bank~~merger ~~accounts are closed, we may have difficulty processing transactions in the ordinary course of business, including paying suppliers, employees~~ and ~~landlords,~~acquisition ~~which could have a significant negative effect on our operations~~strategy.

~~Litigation~~Our business plan depends in part on merging ~~may~~with ~~adversely~~or ~~affect~~acquiring other businesses in the marijuana industry. The success of any acquisition will depend upon, among other things, our ~~business~~ability to integrate acquired personnel, ~~financial~~operations, ~~condition~~products and technologies into our organization effectively, to retain and ~~results~~motivate key personnel of ~~operations~~acquired businesses, and to retain their customers. Any acquisition may result in diversion of management’s attention from other business concerns, and such acquisition may be dilutive to our financial results and/or result in impairment charges and write-offs. We might also spend time and money investigating and negotiating with potential acquisition or investment targets, but not complete the transaction.

~~From~~Although ~~time to time in the normal course of our business operations,~~ we ~~may~~expect ~~become subject~~ to ~~litigation~~realize ~~that~~strategic, ~~may result in liability material~~operational toand ~~our~~ financial ~~statements~~benefits as a ~~whole~~result orof ~~may negatively affect~~ our ~~operating~~acquisitions, ~~results~~we ifcannot ~~changes~~predict towhether ~~our~~and ~~business operations are required. The cost~~ to ~~defend~~what extent such ~~litigation~~benefits ~~may~~will be ~~significant and may require a diversion of our resources~~achieved. There ~~also may be adverse publicity associated with litigation that could negatively affect customer perception of our business, regardless of whether the allegations~~ are ~~valid~~significant orchallenges ~~whether we are ultimately found liable. Insurance may not be available at all or in sufficient amounts~~ to ~~cover~~integrating ~~any~~an ~~liabilities~~acquired ~~with~~operation ~~respect~~into ~~to these or other matters. A judgment or other liability in excess of~~ our ~~insurance coverage for any claims could adversely affect our~~ business ~~and the results of our operations~~.

~~Federal income~~Any ~~tax~~future ~~reform~~acquisition could ~~have~~involve ~~unforeseen~~other risks, ~~effects~~including onthe ~~our~~assumption ~~financial~~of ~~condition~~unidentified liabilities for which we, as a successor owner, may be responsible. These transactions typically involve a number of risks and ~~results~~present financial and other challenges, including the existence of ~~operations~~unknown disputes, liabilities, or contingencies and changes in the industry, location, or regulatory or political environment in which these investments are located, that our due diligence review may not adequately uncover and that may arise after entering into such arrangements.

~~The Tax~~Laws ~~Cuts~~ and ~~Jobs~~regulations ~~Act,~~affecting or the ~~Tax Act, was enacted on December 22, 2017, and contains many changes to U.S. federal tax laws. The~~medical ~~Tax Act requires complex computations that were not previously provided for under U.S. tax law~~ and ~~significantly~~adult ~~revised~~use ~~the~~marijuana ~~U.S. tax~~industry ~~code~~are ~~by,~~constantly ~~among other changes~~changing, lowering the corporate income tax rate from 35% to 21%, requiring a one-time transition tax on accumulated foreign earnings of certain foreign subsidiaries that were previously tax deferred and creating new taxes on certain foreign sourced earnings. At December 31, 2018, the Company has completed its accounting for the tax effects of the 2017 Tax Act. However, additional guidance may be issued by the Internal Revenue Service, or IRS, the Department of the Treasury, or other governing body that may significantly differ from our interpretation of the law, which ~~may~~could ~~result~~detrimentally inaffect ~~a material adverse effect on~~ our ~~business, cash flow, results of~~ operations ~~or financial conditions~~.

21Local, state, and federal medical and adult use marijuana laws and regulations are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with compliance or alter certain aspects of our business plan. In addition, violations of these laws, or allegations of such violations, could disrupt certain aspects of our business plan and result in a material adverse effect on certain aspects of our planned operations. In addition, it is possible that regulations may be enacted in the future that will be directly applicable to certain aspects of our cultivation, production and manufacturing businesses, and our business of selling cannabis products. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.

~~Inadequate funding~~We ~~for~~may ~~the~~not ~~Department~~obtain ofthe ~~Justice~~necessary ~~(DOJ)~~ permits and ~~other~~authorizations ~~government agencies could hinder their ability~~ to ~~perform~~operate ~~normal business functions on which~~ the ~~operation~~medical ofand ~~our~~adult ~~business~~use ~~may~~marijuana ~~rely, which could negatively impact our~~ business.

~~In an~~We ~~effort~~may tonot ~~provide~~be ~~guidance~~able to ~~federal~~obtain ~~law~~or ~~enforcement,~~maintain the necessary ~~DOJ~~licenses, ~~has~~permits, ~~issued~~authorizations, ~~Guidance~~or ~~Regarding~~accreditations ~~Marijuana~~for ~~Enforcement~~our tocultivation, ~~all~~production ~~United States~~and ~~Attorneys~~dispensary inbusinesses, aor ~~memorandum~~may only ~~from~~be ~~Deputy~~able ~~Attorney~~to ~~General~~do ~~David~~so ~~Ogden~~at ongreat ~~October~~cost. ~~19,~~In ~~2009~~addition, inwe amay ~~memorandum~~not ~~from~~be ~~Deputy~~able ~~Attorney General~~to ~~James~~comply ~~Cole~~fully onwith ~~June~~the ~~29,~~wide ~~2011~~variety ~~and~~of inlaws aand ~~memorandum~~regulations applicable ~~from~~to ~~Deputy~~the ~~Attorney~~medical ~~General~~and ~~James~~adult ~~Cole~~use onmarijuana ~~August 29, 2013~~industry. ~~Each~~Failure ~~memorandum provides~~to ~~that~~comply ~~the~~with ~~DOJ~~or ~~is committed~~ to ~~the~~obtain ~~enforcement of~~ the ~~CSA~~necessary ~~but~~licenses, ~~the~~permits, authorizations, ~~DOJ~~or isaccreditations ~~also~~could ~~committed~~result toin ~~using~~restrictions ~~its~~on ~~limited~~our ~~investigative and~~ability ~~prosecutorial resources~~ to ~~address~~operate the ~~most~~medical ~~significant threats in the most effective, consistent,~~ and ~~rational~~adult ~~way.~~use Onmarijuana ~~January 4~~business, which ~~2018,~~could ~~Attorney~~have ~~General~~a ~~Jeff~~material ~~Sessions~~adverse ~~revoked~~effect ~~the~~on ~~Ogden~~our ~~Memo and the Cole Memos~~business.

~~The DOJ~~If ~~has~~we ~~not~~incur ~~historically~~substantial ~~devoted~~liability ~~resources to prosecuting individuals whose conduct is limited to possession of small amounts~~from of marijuana for use on private property but has relied on state and local law enforcement to address marijuana activity. In the event the DOJ reverses its stated policy and begins strict enforcement of the CSA in states that have laws legalizing medical marijuana and recreational marijuana in small amountslitigation, ~~there may be a direct and adverse impact to our business and our revenue and profits. Furthermore~~complaints, H.R. 83, enacted by Congress on December 16, 2014, provides that none of the funds made available to the DOJ pursuant to the 2015 Consolidated and Further Continuing Appropriations Act may be used to prevent certain states, including Nevada and California, from implementing their own laws that authorized the use, distribution, possession, or ~~cultivation~~enforcement ~~of medical marijuana. This prohibition is currently in place until September 30~~actions, ~~2019.~~our Iffinancial acondition ~~prolonged government shutdown occurs, it~~ could ~~enable~~ ~~the DOJ to enforce the CSA in states that have laws legalizing medical marijuana~~suffer.

~~California’s~~Our participation in the medical and adult ~~Phase-In~~use marijuana industry may lead to litigation, formal or informal complaints, enforcement actions, and inquiries by various federal, state, or local governmental authorities against us. Litigation, complaints, and enforcement actions could consume considerable amounts of ~~Laboratory~~financial ~~Testing~~and ~~Requirements~~other corporate resources, which could have a negative impact ~~the~~on ~~availability~~our ofsales, ~~the~~revenue, ~~products~~profitability, ~~sold~~and growth inprospects. ~~dispensaries~~We have not been, and are not currently, subject to any material litigation, complaint, or enforcement action regarding marijuana (or otherwise) brought by any federal, state, or local governmental authority.

Beginning July 1, 2018, cannabis goods must meet all statutory and regulatory requirements. A licensee can only sell cannabis goods that have been tested by a licensed testing laboratory and have passed all statutory and regulatory testing requirements. In order to be sold, cannabis goods harvested or manufactured prior to January 1, 2018, must be tested by a licensed testing laboratory and must comply with all testing requirements in section 5715 of the Bureau of Cannabis Control (“BCC”) regulations. Cannabis goods that do not meet all statutory and regulatory requirements must be destroyed in accordance with the rules pertaining to destruction.19

~~Risks~~We may have difficulty accessing the ~~Related~~service toof anbanks, ~~Investment~~which inmay ~~Our~~make ~~Securities~~it difficult for us to operate.

WeSince the use of marijuana is illegal under ~~expect~~federal tolaw, ~~experience~~many ~~volatility~~banks will not accept for deposit funds from businesses involved with the marijuana industry. Consequently, businesses involved in the ~~price~~marijuana industry often have difficulty finding a bank willing to accept their business. The inability to open or maintain bank accounts may make it difficult for us to operate our medical and adult use marijuana businesses. If any of our bank ~~Common~~accounts ~~Stock~~are closed, we may have difficulty processing transactions in the ordinary course of business, including paying suppliers, employees and landlords, which could ~~negatively~~have ~~affect~~a ~~stockholders’~~significant ~~investments~~negative effect on our operations.

~~The trading~~Litigation ~~price of our Common Stock~~ may be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. The stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with securities traded in those markets. Broad market and industry factors may seriously affect the market price of companies’ stock, including ours, regardless of actual operating performance. All of these factors could adversely affect ~~your~~our ~~ability to sell your shares of Common Stock or~~business, ~~if you~~ ~~are~~financial ~~able to sell your shares~~condition, toand ~~sell~~results ~~your~~of ~~shares at a price that you determine to be fair or favorable~~operations.

From time to time in the normal course of our business operations, we may become subject to litigation that may result in liability material to our financial statements as a whole or may negatively affect our operating results if changes to our business operations are required. The cost to defend such ~~relative~~litigation ~~lack~~may ofbe ~~public~~significant ~~company~~and ~~experience~~may require a diversion of our ~~management~~resources. ~~team~~There also may be adverse publicity associated with litigation that could ~~adversely~~negatively ~~impact~~affect customer perception of our ~~ability~~business, toregardless ~~comply~~of ~~with~~whether the ~~reporting~~allegations are valid or ~~requirements~~whether ofwe Uare ultimately found liable.S Insurance may not be available at all or in sufficient amounts to cover any liabilities with respect to these or other matters. ~~securities~~A ~~laws~~judgment or other liability in excess of our insurance coverage for any claims could adversely affect our business and the results of our operations.

~~Our senior~~Federal ~~management~~income ~~may~~tax ~~not~~reform be able to implement programs and policies in an effective and timely manner that adequately respond to increased legal, regulatory compliance, and reporting requirements, including the establishing and maintaining of internal controls over financial reporting. Any such deficiencies, weaknesses, or lack of compliance could have unforeseen aeffects ~~materially adverse effect~~ on our ~~ability~~financial tocondition ~~comply~~and ~~with~~results ~~the reporting requirements~~ of ~~the Securities Exchange Act of 1934, as amended, which is necessary to maintain our public company status~~operations. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy, we could be subject to the imposition of fines and penalties, and our management would have to divert resources from attending to our business plan.

The Tax Cuts and Jobs Act, or the Tax Act, was enacted on December 22, 2017, and contains many changes to U.S. federal tax laws. The Tax Act requires complex computations that were not previously provided for under U.S. tax law and significantly revised the U.S. tax code by, among other changes, lowering the corporate income tax rate from 35% to 21%, requiring a one-time transition tax on accumulated foreign earnings of certain foreign subsidiaries that were previously tax deferred and creating new taxes on certain foreign sourced earnings. At December 31, 2019, the Company has completed its accounting for the tax effects of the 2017 Tax Act. However, additional guidance may be issued by the Internal Revenue Service, or IRS, the Department of the Treasury, or other governing body that may significantly differ from our interpretation of the law, which may result in a material adverse effect on our business, cash flow, results of operations or financial conditions.

~~Our Common~~Inadequate ~~Stock~~funding isfor ~~categorized~~the asDepartment of ~~“penny~~Justice ~~stock,”~~(DOJ) ~~which~~and ~~may~~other ~~make~~government itagencies ~~more~~could ~~difficult~~hinder ~~for~~their ~~investors~~ability to ~~sell~~perform ~~their~~normal ~~shares~~business functions on which the operation of ~~Common~~our ~~Stock~~business ~~due~~may torely, ~~suitability~~which ~~requirements~~could negatively impact our business.

~~Our Common~~In ~~Stock~~an iseffort ~~categorized~~to asprovide ~~“penny~~guidance ~~stock.”~~to ~~The~~federal law ~~Securities~~enforcement, ~~and~~the ~~Exchange~~DOJ ~~Commission~~ has ~~adopted~~issued ~~Rule~~Guidance ~~15g-9,~~Regarding ~~which generally~~Marijuana ~~defines~~Enforcement ~~“penny stock”~~ to beall ~~any~~United ~~equity~~States ~~security~~Attorneys ~~that~~in ~~has~~ a ~~market~~memorandum ~~price (as defined) less than $5.00 per~~from ~~share~~Deputy orAttorney anGeneral ~~exercise~~David ~~price~~Ogden ofon ~~less~~October ~~than~~19, ~~$5.00 per share~~2009, ~~subject~~in toa ~~certain~~memorandum ~~exceptions.~~from ~~The~~Deputy ~~price~~Attorney ofGeneral ~~our~~James ~~Common~~Cole ~~Stock is significantly less than $5.00 per share and is therefore considered “penny stock.” This designation imposes additional sales practice requirements~~ on ~~broker-dealers~~June ~~who~~29, ~~sell to persons other than established customers~~ 2011 and ~~accredited~~in ~~investors. The penny stock rules require~~ a ~~broker-dealer~~memorandum ~~buying~~from ~~our~~Deputy ~~securities~~Attorney toGeneral ~~disclose~~James ~~certain~~Cole ~~information~~on ~~concerning~~August ~~the transaction~~29, ~~obtain~~2013. aEach ~~written agreement~~memorandum ~~from~~provides ~~the purchaser and determine~~ that the ~~purchaser~~DOJ is ~~reasonably suitable~~ committed to ~~purchase~~ the ~~securities~~enforcement ~~given~~of the ~~increased risks~~CSA ~~generally~~but, ~~inherent~~the inDOJ ~~penny~~is ~~stocks.~~also ~~These~~committed ~~rules~~to ~~may~~using ~~restrict~~its ~~the~~limited ~~ability~~investigative and~~/or~~ ~~willingness~~prosecutorial ofresources ~~brokers or dealers~~ to ~~buy~~ oraddress ~~sell~~the ~~our~~most ~~Common~~significant ~~Stock,~~threats ~~either~~in ~~directly~~the ormost oneffective, ~~behalf of their clients~~consistent, ~~may~~and ~~discourage~~rational ~~potential~~way. ~~stockholders~~On ~~from~~January ~~purchasing our~~4, ~~Common Stock~~2018, orAttorney ~~may~~General Jeff ~~adversely~~Sessions ~~affect~~revoked the ~~ability~~Ogden ofMemo ~~stockholders~~and tothe ~~sell~~Cole ~~their shares~~Memos.

~~Financial~~The DOJ has not historically devoted resources ~~Industry~~to ~~Regulatory~~prosecuting ~~Authority~~individuals ~~(“FINRA”)~~whose ~~sales~~conduct ~~practice~~is ~~requirements~~limited ~~may~~to ~~also~~possession ~~limit~~of asmall ~~stockholder’s~~amounts ~~ability~~of marijuana for use on private property but has relied on state and local law enforcement to address marijuana activity. In the event the DOJ reverses its stated policy and ~~buy~~begins strict enforcement of the CSA in states that have laws legalizing medical marijuana and ~~sell~~recreational marijuana in small amounts, there may be a direct and adverse impact to our ~~Common~~business ~~Stock~~and our revenue and profits. Furthermore, ~~which~~H.R. ~~could~~83, ~~depress~~enacted by Congress on December 16, 2014, provides that none of the ~~price~~funds made available to the DOJ pursuant to the 2015 Consolidated and Further Continuing Appropriations Act may be used to prevent certain states, including Nevada and California, from implementing their own laws that authorized the use, distribution, possession, or cultivation of ~~our~~medical ~~Common~~marijuana. ~~Stock~~If a prolonged government shutdown occurs, it could enable the DOJ to enforce the CSA in states that have laws legalizing medical marijuana.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require a broker-dealer to have reasonable grounds for believing that the investment is suitable for that customer before recommending an investment to a customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customerCalifornia’s ~~financial~~Phase-In ~~status, tax status, investment objectives, and other information. Under interpretations~~ of ~~these rules, FINRA believes that there is a high probability that speculative low-priced securities will~~Laboratory ~~not~~Testing beRequirements ~~suitable~~could ~~for~~impact ~~at least some customers. Thus,~~ the ~~FINRA~~availability ~~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 shares~~ of ~~Common Stock, have an adverse effect on~~ the ~~market~~products ~~for~~sold ~~our~~in ~~shares of Common Stock, and thereby depress our price per share of Common Stock~~dispensaries.

~~The~~Beginning July 1, 2018, cannabis goods must ~~elimination~~meet ofall ~~monetary~~statutory ~~liability~~and ~~against~~regulatory ~~our~~requirements. ~~directors,~~A ~~officers,~~licensee can only sell cannabis goods that have been tested by a licensed testing laboratory and ~~employees~~have ~~under~~passed ~~Nevada~~all ~~law~~statutory and ~~the~~regulatory ~~existence~~testing ofrequirements. ~~indemnification rights~~In ~~for~~order ~~our~~to ~~obligations~~be sold, cannabis goods harvested or manufactured prior to ~~our~~January ~~directors~~1, ~~officers~~2018, must be tested by a licensed testing laboratory and ~~employees~~must ~~may~~comply ~~result~~with all testing requirements in ~~substantial~~section ~~expenditures~~5715 byof usthe ~~and~~Bureau ~~may~~of ~~discourage lawsuits~~Cannabis ~~against~~Control ~~our~~(“BCC”) ~~directors,~~regulations. ~~officers,~~Cannabis goods that do not meet all statutory and ~~employees~~regulatory requirements must be destroyed in accordance with the rules pertaining to destruction.

Our Articles of Incorporation contain a provision permitting us to eliminate the personal liability of our directors to us and our stockholders for damages for the breach of a fiduciary duty as a director or officer to the extent provided by Nevada law. We may also have contractual indemnification obligations under any future employment agreements with our officers or agreements entered into with our directors. The foregoing indemnification obligations could result in us incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and the resulting costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties; and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might otherwise benefit us and our stockholders.20

~~We may~~Risks ~~issue~~Related ~~additional~~to ~~shares~~an ofInvestment ~~Common Stock or Preferred Stock~~ in ~~the~~Our ~~future, which could cause significant dilution to all stockholders.~~Securities

~~Our Articles~~The ofCompany ~~Incorporation~~is ~~authorize~~currently ~~the~~delinquent ~~issuance of up to 1,499,000,000 shares of Common Stock, par value $0.0001 and 1,000,000~~in ~~shares~~its ofReporting ~~preferred~~Obligations ~~stock,~~ with athe ~~par~~SEC ~~value of $0.01 per share. As of May 3, 2019, we had 6,538,578 shares of Common Stock~~ and ~~1,000~~ ~~shares~~accordingly ~~of Series B Preferred Stock outstanding; however, we may issue additional shares of Common Stock or preferred stock in~~ the ~~future~~Company incurrently ~~connection~~has ~~with~~ a ~~financing~~“Pink orNo anInformation” ~~acquisition.~~Stop ~~Such issuances may not require the approval of our stockholders.~~Sign InSymbol ~~addition,~~on ~~certain~~OTC of our outstanding rights to purchase additional shares of Common Stock or securities convertible into our Common Stock are subject to full-ratchet anti-dilution protection, which could result in the right to purchase significantly more shares of Common Stock being issued or a reduction in the purchase price for any such shares or bothMarkets. Any issuance of additional shares of our Common Stock, or equity securities convertible into our Common Stock, including but not limited to, preferred stock, warrants, and options, will dilute the percentage ownership interest of all stockholders, may dilute the book value per share of our Common Stock, and may negatively impact the market price of our Common Stock.

23Our common stock is quoted on the OTC Pink No Information Tier of OTC Markets under the symbol, “AGTK.” We are currently labeled as “Delinquent SEC Reporting” and have a red stop sign next to our name on OTC Markets because the Company has not filed all of its required periodic reports since we filed our Quarterly Report for the Quarter ended September 30, 2019, which was filed with the SEC on November 25, 2019. We plan to make up all of our required periodic reports and become current with our reporting obligations with the SEC so that our profile on OTC Markets can be updated accordingly to reflect Current Information and remove the stop sign as well as the “Delinquent SEC Reporting” label. However there can be no assurance that we’ll be able to accomplish the foregoing as planned or at all.

~~Because we~~We doexpect ~~not intend~~ to ~~pay~~experience ~~any~~volatility ~~cash~~in the ~~dividends~~price onof our Common Stock, ~~our~~which ~~stockholders~~could ~~will~~negatively ~~not~~affect bestockholders’ ~~able to receive a return on their shares unless they sell them~~investments.

~~We intend~~The totrading ~~retain~~price ~~any~~of ~~future~~our ~~earnings~~Common toStock ~~finance~~may ~~the~~be highly ~~development~~volatile and ~~expansion~~could ofbe ~~our~~subject ~~business.~~to Wewide dofluctuations ~~not~~in ~~anticipate~~response ~~paying~~to ~~any cash~~various ~~dividends~~factors, onsome of which are beyond our ~~Common~~control. The ~~Stock~~stock market in ~~the~~general ~~foreseeable~~has ~~future.~~experienced ~~Declaring~~extreme price and ~~paying~~volume ~~future~~fluctuations ~~dividends,~~that ifhave ~~any,~~often ~~will~~been beunrelated ~~determined~~or disproportionate byto ~~our~~the ~~Board,~~operating ~~based~~performance ~~upon~~of ~~earnings,~~companies ~~financial~~with ~~condition,~~securities ~~capital~~traded ~~resources,~~in ~~capital~~those ~~requirements,~~markets. ~~restrictions~~Broad inmarket ~~our~~and ~~Articles~~industry factors may seriously affect the market price of ~~Incorporation~~companies’ stock, ~~contractual~~including ~~restrictions~~ours, ~~and~~regardless ~~such~~of ~~other~~actual ~~factors~~operating asperformance. ~~our~~All ~~Board~~of ~~deems~~these ~~relevant.~~factors could ~~Unless~~adversely weaffect ~~pay~~your ~~dividends,~~ability ~~our~~to ~~stockholders will~~sell ~~not~~your beshares ~~able~~of toCommon ~~receive~~Stock aor, ~~return~~if onyou ~~their~~are ~~shares~~able ~~unless~~to ~~they~~ sell ~~them.~~your ~~There~~shares, isto nosell ~~assurance~~your ~~that~~shares at ~~stockholders~~a ~~will~~price bethat ~~able~~ you determine to ~~sell~~be ~~shares~~fair ~~when~~or ~~desired~~favorable.

Our Common Stock is categorized as “penny ~~independent~~stock,” ~~auditors~~which ~~have~~may ~~expressed~~make ~~substantial~~it ~~doubt~~more ~~about~~difficult ~~our~~for ~~ability~~investors to ~~continue~~sell astheir ashares ~~going~~of ~~concern~~Common Stock due to suitability requirements.

~~We incurred~~Our aCommon ~~net~~Stock ~~loss~~is ofcategorized $as ~~1,412,278~~“penny stock.” The Securities and $Exchange Commission has adopted Rule 15g-9,~~153,310~~ ~~for~~which ~~the~~generally ~~years~~defines ~~ending~~“penny ~~December~~stock” to ~~31,~~be ~~2018,~~any ~~and~~equity ~~2017,~~security ~~respectively.~~that ~~Because~~has ofa ~~our continued~~market ~~operating~~price ~~losses,~~(as ~~negative~~defined) ~~cash~~less ~~flows~~than ~~from~~$5.00 ~~operations~~per ~~and~~share ~~working~~or ~~capital~~an ~~deficit,~~exercise inprice ~~their~~of ~~report~~less onthan ~~our financial~~$5.00 ~~statements~~per ~~for~~share, ~~the~~subject ~~year~~to ~~ended~~certain ~~December~~exceptions. ~~31,~~The ~~2018,~~price of our ~~independent~~Common ~~auditors~~Stock ~~included~~is ansignificantly ~~explanatory~~less ~~paragraph~~than ~~regarding~~$5.00 ~~their~~per ~~substantial~~share and is therefore ~~doubt~~considered ~~about~~“penny ~~our~~stock.” ~~ability~~This todesignation ~~continue~~imposes asadditional asales ~~going~~practice ~~concern.~~requirements Weon ~~will~~broker-dealers ~~continue~~who sell to ~~experience~~persons ~~net~~other ~~operating~~than ~~losses~~established incustomers ~~the~~and ~~foreseeable future~~accredited investors. ~~Our~~The ~~ability~~penny tostock ~~continue~~rules asrequire a ~~going~~broker-dealer ~~concern~~buying isour securities ~~subject~~ to ~~our~~disclose ~~ability~~certain toinformation ~~generate~~concerning the transaction, obtain a ~~profit~~written ~~and/or~~agreement ~~obtain~~from ~~necessary~~the ~~funding~~purchaser and determine ~~from~~that ~~outside~~the ~~sources,~~purchaser ~~including~~is ~~obtaining~~reasonably ~~additional~~suitable ~~funding~~to ~~from~~purchase the ~~sale~~securities ofgiven ~~our~~the ~~securities,~~increased ~~increasing~~risks ~~sales~~generally orinherent ~~obtaining~~in ~~loan~~penny stocks. ~~from~~These ~~various~~rules ~~financial~~may ~~institutions~~restrict ~~where~~the ~~possible.~~ability ~~Our~~and/or ~~continued~~willingness ~~net~~of ~~operating~~brokers ~~losses~~or ~~increase~~dealers to buy or sell our Common Stock, either directly ~~the~~or ~~difficulty~~on inbehalf ~~meeting~~of ~~such~~their ~~goals~~clients, ~~and~~may ~~there~~discourage ~~can~~potential bestockholders nofrom ~~assurances~~purchasing ~~that~~our ~~such~~Common ~~methods~~Stock, ~~will~~or ~~prove~~may ~~successful~~adversely affect the ability of stockholders to sell their shares.

~~Federal~~Financial Industry Regulatory Authority ~~regulation~~(“FINRA”) ~~and~~sales ~~enforcement~~practice requirements may ~~adversely~~also ~~affect~~limit ~~the~~a ~~implementation~~stockholder’s ofability ~~medical~~to ~~marijuana~~buy ~~laws~~ and ~~regulations~~sell ~~may~~our ~~negatively~~Common ~~impact~~Stock, ~~our~~which ~~revenues~~could ~~and~~depress ~~profits~~the price of our Common Stock.

~~Currently, there~~In ~~are~~addition 33to ~~states plus~~ the ~~District~~“penny ofstock” rules ~~Columbia~~described ~~that~~above, ~~have~~FINRA ~~laws~~has ~~and/or~~adopted ~~regulation~~rules that ~~recognize~~require ina ~~one~~broker-dealer ~~form~~to orhave ~~another~~reasonable ~~legitimate medical~~grounds ~~uses~~ for ~~cannabis~~believing ~~and~~that ~~consumer~~the ~~use~~investment is ofsuitable ~~cannabis~~for inthat ~~connection~~customer ~~with~~before ~~medical~~recommending ~~treatment.~~an ~~Many~~investment ~~other~~to ~~states~~a ~~are considering similar legislation~~customer. ~~Conversely,~~Prior ~~under~~to ~~the~~recommending ~~Controlled~~speculative ~~Substances~~low-priced ~~Act~~securities to ~~(the~~their ~~“CSA”)~~non-institutional customers, ~~the~~broker-dealers ~~policy~~must ~~and~~make ~~regulations~~reasonable ofefforts ~~the Federal~~to ~~government~~obtain ~~and~~information ~~its~~about ~~agencies~~the iscustomer’s financial ~~that~~status, ~~cannabis~~tax ~~has~~status, noinvestment ~~medical~~objectives, ~~benefit~~ and aother ~~range~~information. ofUnder ~~activities~~interpretations ~~including cultivation and use~~ of ~~cannabis~~these ~~for~~rules, ~~personal~~FINRA ~~use~~believes that ~~is prohibited. Until Congress amends the CSA with respect to medical marijuana,~~ there is a ~~risk that~~high ~~federal~~probability ~~authorities~~that ~~may~~speculative ~~enforce~~low-priced ~~current~~securities ~~federal~~will ~~law,~~not ~~and we may~~ be ~~deemed~~suitable tofor beat ~~facilitating~~least ~~the~~some ~~selling~~customers. ~~or distribution~~Thus, ofthe ~~drug~~FINRA ~~paraphernalia~~requirements inmake ~~violation~~it ofmore ~~federal~~difficult ~~law.~~for ~~Active~~broker-dealers ~~enforcement~~to ofrecommend ~~the~~that ~~current~~their ~~federal~~customers ~~regulatory~~buy ~~position~~our onCommon ~~cannabis~~Stock, ~~may~~which ~~thus~~may ~~indirectly~~limit ~~and~~your ~~adversely~~ability ~~affect~~to ~~revenues~~buy and ~~profits~~sell ofour ~~the~~shares ~~Company.~~of ~~The~~Common ~~risk~~Stock, ofhave ~~strict~~an ~~enforcement~~adverse ofeffect on the ~~CSA~~market infor ~~light~~our shares of ~~congressional~~ ~~activity~~Common Stock, ~~judicial~~and ~~holdings~~thereby ~~and~~depress ~~stated~~our ~~federal~~price ~~policy~~per ~~remains~~share ~~uncertain~~of Common Stock.

~~Federal authorities~~We ~~have~~may ~~not~~issue ~~focused~~additional ~~their~~shares ~~resources on such tangential or secondary violations~~ of ~~the Act, nor have they threatened to~~Common doStock ~~so, with respect to the leasing of real property~~ or ~~the~~Preferred ~~sale~~Stock ~~of equipment that might be used by medical cannabis gardeners, or with respect to any supplies marketed to participants~~ in the ~~emerging medical cannabis industry. We are unaware of such a broad application of the CSA by federal authorities~~future, ~~and~~which wecould ~~believe~~cause ~~that~~significant ~~such~~dilution anto ~~attempted~~all ~~application would be unprecedented~~stockholders.

~~The~~Our Articles of Incorporation authorize the ~~Company~~issuance of up to 1,499,000,000 shares of Common Stock, par value $0.0001 and 1,000,000 shares of preferred stock, with a par value of $0.01 per share. As of March 2, 2021, we had 63,864,989 shares of Common Stock and 1,000 shares of Series B Preferred Stock outstanding; however, we may ~~provide~~issue ~~services~~additional shares of Common Stock or preferred stock in the future in connection with a financing or an acquisition. Such issuances may not require the approval of our stockholders. In addition, certain of our outstanding rights to ~~and~~purchase ~~potentially~~additional ~~handle~~shares ~~monies~~of ~~for~~Common ~~businesses~~Stock or securities convertible into our Common Stock are subject to full-ratchet anti-dilution protection, which could result in the ~~legal~~right ~~cannabis~~to ~~industry~~purchase significantly more shares of Common Stock being issued or a reduction in the purchase price for any such shares or both. Any issuance of additional shares of our Common Stock, or equity securities convertible into our Common Stock, including but not limited to, preferred stock, warrants, and options, will dilute the percentage ownership interest of all stockholders, may dilute the book value per share of our Common Stock, and may negatively impact the market price of our Common Stock.

Selling or distributing medical or retail cannabis is deemed to be illegal under the Federal Controlled Substances Act even though such activities may be permissible under state law. A risk exists that our lending and services could be deemed to be facilitating the selling or distribution of cannabis in violation of the federal Controlled Substances Act, or to constitute aiding or abetting, or being an accessory to, a violation of that Act. Such a finding, claim, or accusation would likely severely limit the Company’s ability to continue with its operations and may result in our investors losing all of their investment in our Company. 21

24Because we do not intend to pay any cash dividends on our Common Stock, our stockholders will not be able to receive a return on their shares unless they sell them.

~~The~~We ~~legal~~intend ~~cannabis~~to ~~industry~~retain any future earnings to ~~faces~~finance anthe ~~uncertain~~development ~~legal~~and ~~environment~~expansion of our business. We do not anticipate paying any cash dividends on ~~state~~our Common Stock in the foreseeable future. Declaring and paying future dividends, ~~federal~~if any, will be determined by our Board, based upon earnings, financial condition, capital resources, capital requirements, restrictions in our Articles of Incorporation, contractual restrictions, and such ~~local~~other ~~levels~~factors as our Board deems relevant. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares when desired.

~~Although~~Our weindependent ~~continually~~auditors ~~monitor~~have ~~the most recent legal developments affecting the legal cannabis industry, the legal environment~~expressed insubstantial ~~California~~doubt ~~and~~about elsewhere could shift in a manner not currently contemplated by the Company. For example, while we think there will always be a place for compliance-related services, broader state and federal legalization could render the compliance landscape significantly less technical, which would render our ~~suite~~ability ~~of compliance services less valuable and marketable. Lending money~~ to ~~legal~~continue ~~cannabis~~as ~~participants~~a ~~could~~going ~~also be subject to legal challenge if the federal government or another jurisdiction decides to more actively enforce applicable laws~~concern. ~~These unknown legal developments could directly and indirectly harm our business and results of operations.~~

~~Profit~~We incurred a net loss of $8,045,888 and $1,412,278 ~~sharing~~for the years ending December 31, ~~distributions~~2019, and ~~equity~~2018, ~~ownership~~respectively. Because of our continued operating losses, negative cash flows from operations and working capital deficit, in ~~California~~their ~~medical~~report ~~marijuana~~on ~~dispensaries~~our financial statements for the year ended December 31, 2019, our independent auditors included an explanatory paragraph regarding their substantial doubt about our ability to continue as a going concern. We will continue to experience net operating losses in the foreseeable future. Our ability to continue as a going concern is subject to our ability to generate a profit and/or ~~growing~~obtain ~~operations~~necessary ~~are~~funding ~~not~~from ~~permissible~~outside sources, including obtaining additional funding from the sale of our securities, increasing sales or obtaining loan from various financial institutions where possible. Our continued net operating losses increase the difficulty in meeting such goals and there can be no assurances that such methods will prove successful.

~~The~~Federal ~~Company~~regulation ~~does~~and ~~not~~enforcement ~~currently maintain an ownership interest in legal cannabis dispensaries or growing operations in California~~may oradversely ~~elsewhere.~~affect ~~We believe such ownership is not permitted by applicable law. Investors should be aware that~~ the ~~Company~~implementation ~~will~~of ~~not engage~~medical inmarijuana ~~such activity until such time as it is legally permissible. If the applicable~~ laws ~~make~~and itregulations ~~so that the Company is unable to own interests in legal cannabis dispensaries in growing operations ever, the Company~~ may ~~not~~negatively beimpact ~~able to attain its financial projections, and thus, this would directly and indirectly harm~~ our ~~business~~revenues and ~~results of operations~~profits.

WeCurrently, there are thirty-four (34) states ~~depend~~plus onthe ~~third~~District ~~party~~of ~~providers~~Columbia that have laws and/or regulation that recognize in one form or another legitimate medical uses for cannabis aand ~~reliable~~consumer ~~Internet~~use ~~infrastructure~~of cannabis in connection with medical treatment. Many other states are considering similar legislation. Conversely, under the Controlled Substances Act (the “CSA”), the policy and regulations of the ~~failure~~Federal government and its agencies is that cannabis has no medical benefit and a range of ~~these~~activities ~~third~~including ~~parties~~cultivation and use of cannabis for personal use is prohibited. Until Congress amends the CSA with respect to medical marijuana, there is a risk that federal authorities may enforce current federal law, and we may be deemed to be facilitating the selling or distribution of drug paraphernalia in violation of federal law. Active enforcement of the ~~Internet~~current federal regulatory position on cannabis may thus indirectly and adversely affect inrevenues ~~general,~~and ~~for~~profits ~~any~~of ~~reason~~the ~~would~~Company. ~~significantly~~The ~~impair~~risk ~~our~~of ~~ability~~strict toenforcement ~~conduct~~of ~~our~~the ~~business~~CSA in light of congressional activity, judicial holdings and stated federal policy remains uncertain.

WeFederal ~~outsource all~~authorities ofhave ~~our~~not ~~data~~focused ~~center~~their resources ~~facility~~on ~~management~~such totangential ~~third~~or ~~parties~~secondary ~~who~~violations ~~host~~of the ~~actual~~Act, ~~servers~~nor ~~and~~have ~~provide~~they ~~power~~threatened ~~and~~to ~~security~~do inso, ~~multiple data~~with ~~centers~~respect into ~~each~~the ~~geographic~~leasing of ~~location.~~real ~~These~~property ~~third~~or ~~party facilities require uninterrupted access to~~ the ~~Internet.~~sale ~~If the operation~~ of ~~our~~equipment ~~servers~~that ismight ~~interrupted~~be ~~for~~used ~~any~~by ~~reason,~~medical ~~including~~cannabis ~~natural disaster~~gardeners, ~~financial~~or ~~insolvency~~with ofrespect ato ~~third~~any ~~party~~supplies ~~provider, or malicious~~marketed ~~electronic~~to ~~intrusion~~participants ~~into~~in the ~~data~~emerging ~~center,~~medical ~~our~~cannabis ~~business~~industry. ~~would~~We beare ~~significantly~~unaware ~~damaged.~~of Ifsuch ~~either~~ a ~~third~~broad ~~party~~application ~~facility failed, or our ability to access the Internet was interfered with because~~ of the ~~failure~~CSA ofby ~~Internet~~federal ~~equipment~~authorities, and ~~in general or~~ we ~~become subject~~believe tothat ~~malicious~~such ~~attacks~~an ofattempted ~~computer~~application ~~intruders,~~would ~~our business and operating results will~~ be ~~materially adversely affected~~unprecedented.

The ~~gathering,~~ ~~transmission,~~Company ~~storage~~may ~~and~~provide ~~sharing~~services ~~or use of personal information could give rise~~ to ~~liabilities or additional costs~~and ofpotentially ~~operation~~handle asmonies afor ~~result~~businesses ofin ~~governmental~~the ~~regulation,~~ legal ~~requirements,~~cannabis ~~civil actions or differing views of personal privacy rights~~industry.

WeSelling ~~transmit and~~or ~~plan~~distributing tomedical ~~store~~or aretail ~~large~~cannabis is ~~volume~~deemed ofto ~~personal~~be ~~information~~illegal inunder the ~~course of providing our services.~~ Federal ~~and~~Controlled ~~state~~Substances ~~laws~~Act ~~and~~even ~~regulations govern~~though ~~the~~such ~~collection,~~activities ~~use,~~may ~~retention,~~be ~~sharing~~permissible ~~and~~under ~~security~~state law. ofA ~~data~~risk exists that ~~we receive from~~ our ~~customers~~lending and ~~their~~services ~~users.~~could ~~Any~~be ~~failure, or~~deemed ~~perceived failure, by us~~ to ~~comply~~be ~~with~~facilitating ~~U.S.~~the ~~federal~~selling or ~~state~~distribution ~~privacy~~of orcannabis ~~consumer protection-related laws, regulations or industry~~in ~~self-regulatory~~violation ~~principles~~of ~~could~~the ~~result~~federal inControlled ~~proceedings~~Substances Act, or ~~actions~~to ~~against~~constitute usaiding ~~by governmental entities~~ or ~~others~~abetting, ~~which~~or ~~could~~being ~~potentially have~~ an ~~adverse~~accessory ~~effect on our business~~to, ~~operating~~a ~~results~~violation of ~~and~~that ~~financial condition~~Act. ~~Additionally,~~Such wea ~~may~~finding, ~~also~~claim, beor ~~contractually liable~~accusation towould ~~indemnify~~likely ~~and~~severely ~~hold~~limit ~~harmless our customers from~~ the ~~costs~~Company’s orability ~~consequences~~to ofcontinue ~~inadvertent~~with ~~or unauthorized disclosure of~~its ~~their~~operations ~~customers’~~and ~~personal~~may ~~data~~result ~~which~~in weour ~~store~~investors orlosing ~~handle~~all asof ~~part~~their ofinvestment ~~providing~~in our ~~services~~Company.

The ~~interpretation and~~legal ~~application~~cannabis ofindustry ~~privacy,~~faces ~~data~~an uncertain ~~protection~~legal ~~and~~environment ~~data~~on ~~retention~~state, ~~laws and regulations are currently unsettled particularly with regard to location-based services~~federal, ~~use of customer data to target advertisements~~ and ~~communication~~local ~~with consumers via mobile devices~~levels. Such laws may be interpreted and applied inconsistently from country to country and inconsistently with our current data protection policies and practices. Complying with these varying international requirements could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business, operating results or financial condition.

AsAlthough ~~privacy~~we continually monitor the most recent legal developments affecting the legal cannabis industry, the legal environment in California and ~~data~~elsewhere ~~protection~~could ~~have~~shift ~~become~~in ~~more~~a ~~sensitive~~manner not ~~issues,~~currently wecontemplated ~~may~~by ~~also~~the ~~become~~Company. ~~exposed~~For toexample, ~~potential~~while ~~liabilities~~we asthink there will always be a ~~result~~place offor ~~differing~~compliance-related services, ~~views~~broader onstate and federal legalization could render the ~~privacy~~compliance landscape significantly less technical, which would render our suite of ~~personal~~compliance ~~information.~~services ~~These~~less valuable and ~~other~~marketable. ~~privacy~~Lending ~~concerns,~~money ~~including~~to ~~security~~legal ~~breaches,~~cannabis participants could ~~adversely~~also ~~impact~~be subject to legal challenge if the federal government or another jurisdiction decides to more actively enforce applicable laws. These unknown legal developments could directly and indirectly harm our business, ~~operating~~and results ~~and~~of ~~financial condition~~operations.

2522

InProfit ~~the U.S.~~sharing, we ~~have voluntarily agreed to comply with wireless carrier technological and other requirements for access to their customers’ mobile devices~~distributions, and ~~also trade association guidelines and codes of conduct addressing the provision of location-based services,~~equity ~~delivery~~ownership ofin ~~promotional~~California ~~content~~medical tomarijuana ~~mobile~~dispensaries ~~devices~~ and ~~tracking~~growing ofoperations ~~users or devices for the purpose of delivering targeted advertising. We could be adversely affected by changes to these requirements, guidelines and codes, including in ways that~~ are ~~inconsistent with~~not ~~our practices or in conflict with the rules or guidelines in other jurisdictions~~permissible.

The Company does not currently maintain an ownership interest in legal cannabis dispensaries or growing operations in California or elsewhere. We believe such ownership is ~~have~~not ~~identified~~permitted ~~material~~by ~~weaknesses~~applicable law. Investors should be aware that the Company will not engage in ~~our~~such ~~internal~~activity ~~control~~until ~~over~~such ~~financial~~time ~~reporting~~as it ~~which~~is ~~could~~legally permissible. If the applicable laws make it so that the Company is unable to own interests in legal cannabis dispensaries in growing operations ever, ifthe Company may not ~~remediated~~be able to attain its financial projections, ~~result~~and ~~in material~~thus, ~~misstatements~~this inwould directly and indirectly harm our ~~financial~~business ~~statements~~and results of operations.

~~Our~~We ~~management is~~depend ~~responsible~~on ~~for~~third ~~establishing~~party ~~and~~providers ~~maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f)~~for ~~under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). A material weakness is defined as~~ a ~~deficiency, or~~reliable ~~combination~~Internet ofinfrastructure ~~deficiencies,~~and in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. During the ~~fourth~~failure ~~quarter~~ of ~~fiscal year 2018, management identified material weaknesses in our internal control over financial reporting as discussed in Item 9A of this Annual Report on Form 10-K. As a result of~~ these ~~material~~third ~~weaknesses~~parties, ~~our~~or ~~management concluded that our internal control over financial reporting was not effective based on criteria set forth by~~ the ~~Committee~~Internet ~~of Sponsoring Organization of the Treadway Commission~~ in Internal Control-An Integrated Framework. We are planning to engage in developing a remediation plan designed to address these material weaknesses. If our remedial measures are insufficient to address the material weaknessesgeneral, orfor ifany ~~additional~~reason ~~material~~would ~~weaknesses or significant deficiencies in our internal control are discovered or occur in~~significantly ~~the~~impair ~~future,~~ our ~~consolidated~~ability ~~financial statements may contain material misstatements and we could be required~~ to ~~restate~~conduct our ~~financial results, which could lead to substantial additional costs for accounting and legal fees and shareholder litigation~~business.

We outsource all of our data center facility ~~may~~management ~~require~~to ~~additional~~third ~~capital~~parties who host the actual servers and provide power and security in multiple data centers in each geographic location. These third-party facilities require uninterrupted access to the ~~future~~Internet. If the operation of our servers is interrupted for any reason, ~~which~~including ~~may~~natural ~~not~~disaster, befinancial ~~available~~insolvency of a third-party provider, or ~~may~~malicious ~~only~~electronic intrusion into the data center, our business would be ~~available~~significantly ondamaged. ~~unfavorable~~If ~~terms~~either a third-party facility failed, or our ability to access the Internet was interfered with because of the failure of Internet equipment in general or we become subject to malicious attacks of computer intruders, our business and operating results will be materially adversely affected.

WeThe ~~monitor our~~gathering, ~~capital~~transmission, ~~adequacy~~storage and onsharing anor ~~ongoing~~use ~~basis.~~of Topersonal ~~the~~information ~~extent~~could ~~that~~give ~~our~~rise ~~funds are insufficient~~ to ~~fund~~liabilities ~~future~~or ~~operating requirements, we may need to raise~~ additional ~~funds~~costs ~~through~~of ~~corporate~~operation ~~finance~~as ~~transactions~~a orresult ~~curtail~~of ~~our growth and reduce our liabilities.~~governmental ~~Any equity~~regulation, ~~hybrid~~legal ~~or debt financing~~requirements, ifcivil ~~available~~actions ~~at all, may be on terms that are not favorable to us. If we cannot obtain adequate capital on favorable terms~~ or atdiffering ~~all,~~views ~~our~~of ~~business,~~personal ~~financial~~privacy ~~condition and operating results could be adversely affected~~rights.

~~Risks~~We transmit and plan to store a large volume ~~Relating~~of personal information in the course of providing our services. Federal and state laws and regulations govern the collection, use, retention, sharing and security of data that we receive from our customers and their users. Any failure, or perceived failure, by us to ~~Ownership~~comply with U.S. federal or state privacy or consumer protection-related laws, regulations or industry self-regulatory principles could result in proceedings or actions against us by governmental entities or others, which could potentially have an adverse effect on our business, operating results and financial condition. Additionally, we may also be contractually liable to indemnify and hold harmless our customers from the costs or consequences of ~~Our~~inadvertent ~~Common~~or ~~Stock~~unauthorized disclosure of their customers’ personal data which we store or handle as part of providing our services.

~~Although~~The interpretation and application of privacy, ~~there~~data isprotection ~~presently~~and adata ~~market~~retention ~~for~~laws ~~our~~and ~~common~~regulations ~~stock,~~are ~~the~~currently ~~price~~unsettled particularly with regard to location-based services, use of ~~our~~customer ~~common~~data ~~stock~~to target advertisements and communication with consumers via mobile devices. Such laws may be ~~extremely~~interpreted and ~~volatile~~applied inconsistently from country to country and ~~investors~~inconsistently ~~may~~with ~~not~~our current data protection policies and practices. beComplying ~~able~~with tothese ~~sell~~varying ~~their~~international ~~shares~~requirements atcould orcause ~~above~~us ~~their~~to ~~purchase~~incur ~~price,~~substantial costs or atrequire ~~all.~~us Weto ~~anticipate~~change ~~that~~our ~~the~~business practices ~~market~~in ~~may~~a bemanner ~~potentially~~adverse ~~highly volatile~~to ~~and~~our ~~may~~business, ~~fluctuate~~operating ~~substantially~~results ~~because~~or ~~of:~~financial condition.

•As ~~Actual~~privacy orand ~~anticipated~~data ~~fluctuations~~protection inhave ~~our~~become more ~~future~~sensitive ~~business~~issues, we may also become exposed to potential liabilities as a result of differing views on the privacy of personal information. These and other privacy concerns, including security breaches, could adversely impact our business, operating results; and financial condition.

•In ~~Changes~~the inU.S., we have voluntarily agreed to comply with wireless carrier technological and other requirements for access to their customers’ mobile devices, and also trade association guidelines and codes of conduct addressing the provision of location-based services, delivery of promotional content to mobile devices and tracking of users or ~~failure~~devices for the purpose of delivering targeted advertising. We could be adversely affected by changes to ~~meet~~these ~~market~~requirements, ~~expectations;~~guidelines and codes, including in ways that are inconsistent with our practices or in conflict with the rules or guidelines in other jurisdictions.

•We ~~Fluctuations~~have identified material weaknesses in ~~stock~~our ~~market~~internal ~~price~~control ~~and~~over ~~volume~~financial reporting which could, if not remediated, result in material misstatements in our financial statements.

B.Our management is responsible for establishing ~~Michael~~and ~~Friedman~~maintaining adequate internal control over our financial reporting, ~~holds~~as ~~Series~~defined Bin ~~Preferred~~Rule ~~Stock~~13a-15(f) ~~which~~under ~~will~~the ~~provide~~Securities ~~him~~Exchange Act ~~continuing~~of ~~voting~~1934, as amended (the “Exchange Act”). A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. During the ~~Company~~fourth ~~and~~quarter of fiscal year 2019, management identified material weaknesses in our internal control over financial reporting as discussed in Item 9A of this Annual Report on Form 10-K. As a result of these material weaknesses, our management concluded that our internal control over financial hereporting ~~will~~was ~~exercise~~not effective based on criteria set forth by the Committee of Sponsoring Organization of the Treadway Commission in Internal Control-An Integrated Framework. We are planning to engage in developing a remediation plan designed to address these material weaknesses. If our remedial measures are insufficient to address the material weaknesses, or if additional material weaknesses or significant deficiencies in our internal control ~~over~~are ~~corporate~~discovered ~~decisions~~or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results, which could lead to substantial additional costs for accounting and legal fees and shareholder litigation.

B. Michael Friedman, our former President, Chief Executive Officer and sole Director owns 100% of Class B Preferred Stock (the “Series B Preferred Stock”). Pursuant to the Certificate of Designation, the Series B Preferred Stock has the right to vote in aggregate, on all shareholder matters equal to 51% of the total vote, no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future. The Series B Preferred Stock has a right to vote on all matters presented or submitted to the Company’s stockholders for approval in pari passu with the common stockholders, and not as a separate class. The holders of Series B Preferred Stock have the right to cast votes for each share of Series B Preferred Stock held of record on all matters submitted to a vote of common stockholders, including the election of directors. There is no right to cumulative voting in the election of directors. The holders of Series B Preferred Stock vote together with all other classes and series of common stock of the Company as a single class on all actions to be taken by the common stockholders except to the extent that voting as a separate class or series is required by law.23

26We may require additional capital in the future, which may not be available or may only be available on unfavorable terms.

AsWe amonitor ~~result of~~our ~~the~~capital ~~above,~~adequacy ~~Mr.~~on ~~Friedman~~an ~~exercises control in determining the outcome of corporate transactions or other matters, including~~ongoing ~~the~~basis. ~~election~~To ~~of directors, mergers, consolidations,~~ the ~~sale~~extent ofthat ~~all or substantially all of~~ our ~~assets,~~funds ~~and~~are ~~also~~insufficient ~~the power~~ to ~~prevent~~ orfund ~~cause~~future aoperating ~~change~~requirements, inwe ~~control.~~may ~~Any~~need ~~investors~~to ~~who~~raise ~~purchase~~additional ~~shares will be minority shareholders and as such will have no~~funds ~~say~~through incorporate ~~the~~finance ~~direction~~transactions ofor ~~the~~curtail ~~Company~~our growth and ~~the~~reduce ~~election~~our ~~of Directors~~liabilities. ~~Investors~~Any inequity, ~~the~~hybrid ~~Company should keep in mind that even if you own shares of the Company's common stock and wish to vote them at annual~~ or ~~special~~debt ~~shareholder meetings~~financing, ~~your shares will have~~ noif ~~effect~~available onat ~~the outcome of corporate decisions or the election of Directors. Furthermore~~all, ~~investors~~may ~~should~~ be ~~aware~~on terms that ~~Mr. Friedman~~are ~~may~~not ~~choose~~favorable to ~~elect~~us. ~~new~~If ~~Directors~~we tocannot ~~the~~obtain ~~Board~~adequate ofcapital ~~Directors~~on offavorable ~~the~~terms ~~Company and/~~or ~~take the Company in a new business~~ ~~direction~~at ~~altogether~~all, ~~and,~~our ~~as a result~~business, ~~current~~financial ~~shareholders~~condition ofand ~~the~~operating ~~Company~~results ~~will~~could ~~have~~be ~~little~~adversely ~~to no say in such matters~~affected.

AsB. Michael Friedman, our current Interim aCEO ~~public~~and ~~company~~sole director, weholds Series B Preferred Stock which will ~~incur~~provide ~~substantial~~him ~~expenses~~continuing voting control over the Company and, as a result, he will exercise significant control over corporate decisions.

~~The U~~B.~~S. securities~~ ~~laws~~Michael ~~require~~Friedman, ~~among~~our ~~other~~Interim ~~things,~~Chief ~~review,~~Executive Officer ~~audit,~~ and ~~public~~sole ~~reporting~~Director owns 100% of ~~our~~Class ~~financial~~B ~~results,~~Preferred ~~business~~Stock ~~activities, and~~(the ~~other~~“Series ~~matters~~B Preferred Stock”). ~~Recent~~Pursuant ~~SEC~~to ~~regulation,~~the ~~including~~Certificate of ~~regulation~~Designation, ~~enacted~~the asSeries aB ~~result~~Preferred ofStock has the ~~Sarbanes-Oxley~~right ~~Act~~to ofvote ~~2002~~in aggregate, ~~has~~on ~~also substantially~~all ~~increased~~shareholder matters equal to 51% of the total ~~accounting~~vote, ~~legal,~~no ~~and~~matter ~~other~~how ~~costs~~many ~~related~~shares toof ~~becoming~~common ~~and~~stock ~~remaining~~or another ~~SEC~~voting ~~reporting~~stock ~~company.~~of ~~If we~~the doCompany ~~not~~are ~~have~~issued ~~current~~or ~~information~~outstanding ~~about~~in ~~our~~the ~~Company~~future. The ~~available~~Series toB ~~market~~Preferred ~~makers,~~Stock ~~they~~has ~~will~~a ~~not~~right beto ~~able~~vote toon ~~trade~~all ~~our~~matters ~~stock.~~presented ~~The public~~or ~~company~~submitted ~~costs~~to ofthe ~~preparing~~Company’s ~~and~~stockholders ~~filing~~for approval ~~annual~~in ~~and~~pari ~~quarterly~~passu ~~reports~~with the common stockholders, and ~~other~~not ~~information~~as ~~with~~a ~~the~~separate ~~SEC~~class. ~~and~~The ~~furnishing~~holders ~~audited reports~~of toSeries ~~stockholders,~~B ~~will~~Preferred ~~cause~~Stock ~~our~~have the ~~expenses~~right to becast ~~higher~~votes ~~than~~for ~~they~~each ~~would~~share beof ifSeries weB ~~were~~Preferred ~~privately-~~Stock held. ~~These~~of ~~increased~~record ~~costs may~~on beall ~~material~~matters ~~and~~submitted ~~may~~to ~~include~~a ~~the~~vote ~~hiring~~ of ~~additional~~common stockholders, ~~employees~~including ~~and/or~~ the ~~retention~~election of ~~additional~~directors. ~~advisors~~There ~~and~~is ~~professionals. Our~~no ~~failure~~right to ~~comply~~cumulative ~~with~~voting in the ~~federal~~election ~~securities~~of ~~laws~~directors. ~~could~~The ~~result~~holders of inSeries ~~private~~B orPreferred ~~governmental~~Stock ~~legal~~vote ~~action~~together ~~against~~with usall ~~and/or our~~other ~~officers~~classes and ~~directors,~~series ~~which~~of ~~could~~common ~~have~~stock of the Company as a ~~detrimental~~single ~~effect~~class on all ~~our~~actions ~~business~~to ~~and~~be ~~finances,~~taken by the ~~value~~common ofstockholders ~~our~~except ~~stock,~~to ~~and~~ the ~~ability~~ ofextent ~~stockholders~~that tovoting ~~resell~~as ~~their~~a ~~stock~~separate class or series is required by law.

~~FINRA~~As a result of the above, Mr. Friedman exercises ~~sales~~control ~~practice~~in ~~requirements~~determining ~~may~~the ~~limit~~outcome of corporate transactions or other matters, including the election of directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a ~~stockholder’~~change in control. Any investors who purchase shares will be minority shareholders and as such will have no say in the direction of the Company and the election of Directors. Investors in the Company should keep in mind that even if you own shares of the Company's ~~ability~~common stock and wish to ~~buy~~vote them at annual or special shareholder meetings, your shares will have no effect on the outcome of corporate decisions or the election of Directors. Furthermore, investors should be aware that Mr. Friedman may choose to elect new Directors to the Board of Directors of the Company and/or ~~sell~~take ~~our~~the ~~stock~~Company in a new business direction altogether, and, as a result, current shareholders of the Company will have little to no say in such matters.

“FINRA” has adopted rules that relate to the application of the SEC’s penny stock rules in trading our securities and require that a broker/dealer have reasonable grounds for believing that the investment is suitable for that customer, prior to recommending the investment. 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, 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 have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a ~~result, fewer~~public ~~broker/dealers may be willing to make a market in our common stock~~company, ~~reducing~~we acontinue ~~shareholder’s ability~~ to ~~resell shares~~incur ofsubstantial ~~our common stock~~expenses.

The U.S. securities laws require, among other things, review, audit, and public reporting of our financial results, business activities, and other matters. Recent SEC regulation, including regulation enacted as a result of the Sarbanes-Oxley Act of 2002, has also substantially increased the accounting, legal, and other costs related to becoming and remaining an SEC reporting company. If we do not have current information about our Company’s available ~~common~~to market makers, they will not be able to trade our stock. isThe ~~currently~~public ~~deemed~~company costs of preparing and filing annual and quarterly reports, and other information with the SEC and furnishing audited reports to stockholders, will cause our expenses to be ~~“penny~~higher ~~stock”~~than they would be if we were privately-held. These increased costs may be material and may include the hiring of additional employees and/or the retention of additional advisors and professionals. Our failure to comply with the federal securities laws could result in private or governmental legal action against us and/or our officers and directors, which ~~makes~~could ithave ~~more~~a ~~difficult~~detrimental effect ~~for~~on ~~investors~~ our business and finances, the value of our stock, and the ability of stockholders to ~~sell~~resell their ~~shares~~ stock.

~~The~~We ~~Company’s common~~have ~~stock~~raised iscapital ~~currently~~through ~~subject to~~ the ~~“penny stock” rules adopted under section 15(g) of the Exchange Act. The~~use penny stock rules apply to companies whose common stock is not listed on the NASDAQ Stock Market or other national securities exchange and trades at less than $5.00 per share or that have tangible net worth of ~~less~~convertible ~~than~~debt ~~$5,000,000~~instruments ~~($2,000,000 if the company has been operating for three or more years). These rules require, among other things,~~ that ~~brokers~~causes ~~who~~substantial ~~trade~~dilution ~~penny stock~~ to ~~persons other~~our than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstancesstockholders. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If the Company remains subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for the Company’s securities. If the Company’s securities are subject to the penny stock rules, investors will find it more difficult to dispose of the Company’s securities.

27Because of the size of our Company and its status as a “penny stock” as well as the current economy and difficulties in companies our size finding adequate sources of funding, we have been forced to raise capital through the issuance of convertible notes and other debt instruments. These debt instruments carry favorable conversion terms to their holders of up to 42% discounts to the market price of our common stock on conversion and in some cases provide for the immediate sale of our securities into the open market. Accordingly, this has caused dilution to our stockholders in 2019 and may for the foreseeable future. As of December 31, 2019, we had approximately $1,761,249 in convertible debt and potential convertible debt outstanding. This convertible debt balance as well as additional convertible debt we incur in the future will cause substantial dilution to our stockholders.

~~We have raised capital through the use of convertible debt instruments that causes substantial dilution to our stockholders.~~24

Because of ~~the~~we ~~size~~are ofquoted ~~our~~on ~~Company and its status as a “penny stock” as well as~~ the ~~current~~OTC ~~economy and difficulties in companies~~Markets ~~our size finding adequate sources of funding~~Group, weInc.’s ~~have~~OTC ~~been~~Pink ~~forced~~Sheets toinstead ~~raise capital through the issuance~~ of ~~convertible~~an ~~notes~~exchange ~~and other~~or ~~debt~~national ~~instruments.~~quotation ~~These~~system, ~~debt~~our ~~instruments~~investors ~~carry~~may ~~favorable~~have ~~conversion~~a ~~terms~~tougher totime selling their ~~holders~~stock ofor upexperience tonegative ~~42%~~volatility ~~discounts~~on to the market price of our common stock ~~on conversion and in some cases provide for the immediate sale of our securities into the open market~~. Accordingly, this has caused dilution to our stockholders in 2018 and may for the foreseeable future. As of December 31, 2018, we had approximately $935,008 in convertible debt and potential convertible debt outstanding. This convertible debt balance as well as additional convertible debt we incur in the future will cause substantial dilution to our stockholders.

~~Because we~~Our ~~are~~common stock is quoted on the OTC Markets Group, Inc.’s OTC Pink Sheets. ~~instead~~The OTC Markets Pink Sheets is often highly illiquid, in part because it does not have a national quotation system by which potential investors can follow the market price of anshares ~~exchange~~except orthrough information received and generated by a limited number of broker-dealers that make markets in particular stocks. There is a greater chance of volatility for securities that are quoted on the OTCQB as compared to a national exchange or quotation system,. ~~our investors~~This volatility may ~~have~~be caused by a ~~tougher~~variety of ~~time~~factors, ~~selling~~including ~~their~~the lack of readily available price quotations, the absence of consistent administrative supervision of bid and ask quotations, lower trading volume, and market conditions. Investors in our common stock ormay experience ~~negative~~high ~~volatility~~fluctuations in the market price and volume of the trading market for our securities. These fluctuations, when they occur, have a negative effect on the market price for our securities. Accordingly, our stockholders may not be able to realize a fair price from their shares when they determine to sell them or may have to hold them for a substantial period of time until the market for our common stock improves.

Our ~~common stock~~operating ishistory quoted on the OTC Markets Group, Inc’s OTC Pink Sheets. The OTC Markets Pink Sheets is often highly illiquid, in part because it does not have a national quotation system by which potential investors can follow the market price of shares except through information received and ~~generated~~lack ~~by a limited number~~ of ~~broker-dealers that make markets in particular stocks. There~~profits iswhich acould ~~greater~~lead ~~chance of volatility for securities that are quoted on the OTCQB as compared~~ to awide ~~national~~fluctuations ~~exchange~~in orour ~~quotation system~~share price. ~~This~~You ~~volatility~~ may be ~~caused~~unable byto asell ~~variety~~your ofcommon ~~factors,~~shares ~~including~~at ~~the~~or ~~lack~~above ofyour ~~readily available~~ purchase price ~~quotations~~, ~~the~~which ~~absence of~~may ~~consistent~~result ~~administrative~~in ~~supervision~~substantial oflosses ~~bid~~to ~~and ask quotations, lower trading volume, and market conditions~~you. ~~Investors~~The ~~in our common stock may experience high fluctuations in the~~ market price ~~and volume of the trading market~~ for our ~~securities.~~common ~~These fluctuations,~~shares ~~when~~is ~~they~~particularly ~~occur,~~volatile ~~have~~given ~~a negative effect on the market price for~~ our ~~securities. Accordingly, our stockholders may~~ ~~not~~status beas ~~able to realize~~ a ~~fair~~relatively ~~price~~unknown ~~from~~company ~~their~~with ~~shares when they determine to sell them or may have to hold them for~~ a ~~substantial period~~small ofand ~~time~~thinly ~~until~~traded ~~the~~public ~~market for our common stock improves~~float.

The market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, our common shares are sporadically and thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or “risky” investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market doprice ~~not~~for ~~intend~~our common shares will be at any time, including as to ~~pay~~whether ~~dividends~~our common shares will sustain their current market prices, or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.

WeShareholders doshould ~~not~~be aware that, according ~~anticipate~~to ~~paying~~SEC ~~cash~~Release ~~dividends~~No. on34-29093, ~~our~~the ~~common~~market ~~stock~~for penny stocks has suffered in ~~the~~recent ~~foreseeable~~years ~~future~~from patterns of fraud and abuse. WeSuch ~~may~~patterns include ~~not~~(1) ~~have~~control ~~sufficient~~of ~~funds~~the tomarket ~~legally~~for ~~pay dividends.~~the ~~Even~~security ifby ~~funds~~one or a few broker-dealers that are ~~legally~~often ~~available~~related to ~~pay~~the ~~dividends,~~promoter weor ~~may~~issuer; (2) ~~nevertheless~~manipulation ~~decide~~of inprices ~~our~~through ~~sole~~prearranged ~~discretion~~matching ~~not~~of topurchases ~~pay dividends.~~and ~~The~~sales ~~declaration,~~and ~~payment~~false and ~~amount~~misleading ofpress ~~any~~releases; ~~future~~(3) ~~dividends~~boiler room ~~will~~practices beinvolving ~~made~~high-pressure atsales ~~the~~tactics ~~discretion~~and ofunrealistic ~~the~~price ~~board~~projections ofby ~~directors,~~inexperienced sales persons; (4) excessive and ~~will~~undisclosed ~~depend~~bid-ask ~~upon,~~differential ~~among~~and ~~other~~markups ~~things,~~by selling broker-dealers; and (5) the ~~results~~wholesale dumping of ~~our~~the ~~operations,~~same ~~cash~~securities by ~~flows~~promoters and ~~financial~~broker-dealers ~~condition,~~after ~~operating~~prices ~~and~~have ~~capital requirements~~been manipulated to a desired level, ~~and~~along ~~other~~with ~~factors~~the ~~our~~resulting ~~board~~inevitable collapse of ~~directors~~those ~~may~~prices ~~consider~~and ~~relevant~~with consequent investor losses. ~~There~~Our management is noaware ~~assurance~~of the abuses that have occurred historically in the penny stock market. Although we ~~will~~do ~~pay~~not ~~any~~expect ~~dividends~~to be in a position to dictate the behavior of the market or of broker-dealers who participate in the ~~future~~market, ~~and,~~management ifwill ~~dividends~~strive ~~are~~within ~~paid,~~the ~~there~~confines isof nopractical ~~assurance~~limitations to prevent the described patterns from being established with respect to ~~the~~our ~~amount~~securities. The occurrence of ~~any~~these ~~such~~patterns ~~dividend~~or practices could increase the volatility of our share price.

~~Our operating~~We ~~history and lack of profits which could lead to wide fluctuations in our share price. You~~ may be ~~unable~~subject to ~~sell~~unknown ~~your~~or contingent ~~common~~liabilities ~~shares at~~ or ~~above~~restrictions ~~your~~related ~~purchase price, which may result in substantial losses~~ to ~~you.~~properties ~~The~~that ~~market~~we ~~price~~acquire for ~~our~~which ~~common shares~~we ismay ~~particularly~~have ~~volatile~~limited ~~given~~or ~~our~~no ~~status as a relatively unknown company with a small and thinly traded public float~~recourse.

28Assets and entities that we have acquired or may acquire in the future may be subject to unknown or contingent liabilities for which we may have limited or no recourse against the sellers. Unknown or contingent liabilities might include liabilities for or with respect to liens attached to properties, unpaid real estate tax, or utilities charges for which a subsequent owner remains liable, clean-up or remediation of environmental conditions or code violations, claims of customers, vendors or other persons dealing with the acquired entities and tax liabilities, among other things.

The market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, our common shares are sporadically and thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or “risky” investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.25

~~Shareholders should~~Our berevenue ~~aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud~~ and ~~abuse.~~expenses ~~Such patterns include (1) control of the market for the security by one or a few broker-dealers that~~ are ~~often related~~not ~~to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and~~directly ~~misleading~~correlated, ~~press releases; (3) boiler room practices involving high-pressure sales tactics~~ and ~~unrealistic~~because ~~price~~a ~~projections~~large ~~by inexperienced~~percentage ~~sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping~~ of ~~the~~our ~~same~~costs ~~securities by promoters~~ and ~~broker-dealers~~expenses ~~after~~are ~~prices have been manipulated to a desired level~~fixed, ~~along~~ ~~with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although~~ we domay not ~~expect to~~ be inable ~~a position~~ to ~~dictate~~adapt ~~the behavior~~our ofcost ~~the market or of broker-dealers who participate in the market, management will strive within the confines of practical~~structure ~~limitations~~ to ~~prevent~~offset ~~the~~declines ~~described~~in ~~patterns from being established with respect to~~ our ~~securities~~revenue. ~~The occurrence of these patterns or practices could increase the volatility of our share price.~~

~~Federal~~Most of the expenses associated with our business, ~~regulation~~such as acquisition costs, renovation and ~~enforcement~~maintenance costs, real estate taxes, personal and ad valorem taxes, insurance, utilities, employee wages and benefits and other general corporate expenses are fixed and do not necessarily decrease with a reduction in revenue from our business. Our expenses and ongoing capital expenditures will also be affected by inflationary increases and certain of our cost increases may ~~adversely~~exceed ~~affect~~the rate of inflation in any given period. By contrast, as described above, our rental income will be affected by many factors beyond our control such as the ~~implementation~~availability of ~~marijuana~~alternative ~~laws~~rental properties and ~~regulations~~economic conditions in our target markets. As a result, we may ~~negatively~~not ~~impact~~be ~~our~~able to fully offset rising costs and capital spending by higher lease rates, ~~revenues~~which could have a material adverse effect on our results of operations and ~~profits~~cash available for distribution. In addition, state and local regulations may require us to maintain properties that we own, even if the cost of maintenance is greater than the value of the property or any potential benefit from leasing the property.

~~Currently, there~~Our ~~are~~future ~~thirty-three~~portfolio ~~(33)~~consists ~~states plus the District~~ of ~~Columbia~~properties geographically ~~that~~concentrated ~~have laws and/or regulation that recognize~~ in ~~one~~certain ~~form~~markets ~~or another legitimate medical uses for cannabis~~ and ~~consumer~~any ~~use~~adverse ofdevelopments ~~cannabis~~ in ~~connection~~local ~~with~~economic medical treatment. There are currently two states that have laws and/or regulation that permits consumer use of cannabis for commercial and recreational purposes. Many other states are considering legislation to similar effect. As of the date of this writingconditions, the ~~policy~~demand ~~and regulations of the Federal government and its agencies is that cannabis has no medical benefit and a range of activities including cultivation and use of cannabis~~ for ~~personal use is prohibited on the basis of federal law and may or may not be permitted on the basis of state~~commercial ~~law.~~property ~~Active~~in ~~enforcement~~these ofmarkets ~~the current federal regulatory position on cannabis on a regional~~ or ~~national~~natural ~~basis~~disasters may ~~directly~~negatively ~~and adversely~~ affect ~~the~~our ~~willingness~~operating ~~of customers of the Company to invest in or lease properties from the Company that may be used in connection with cannabis~~results. ~~Active enforcement of the current federal regulatory position on cannabis may thus indirectly and adversely affect revenues and profits of the Company.~~

WeOur future portfolio consists of properties ~~may~~geographically beconcentrated ~~subject~~in Colorado and Canada. As such, we are susceptible to ~~unknown~~local economic conditions, other regulations, the supply of and demand for commercial rental properties and natural disasters in these areas. If there is a downturn in the economy, an oversupply of or ~~contingent~~decrease ~~liabilities~~in demand for commercial rental properties in these markets or ~~restrictions~~natural ~~related~~disasters in these geographical areas, our business could be materially adversely affected to ~~properties~~a ~~that~~greater extent than if we ~~acquire~~owned ~~for~~a ~~which~~real weestate ~~may~~portfolio ~~have~~that was ~~limited~~more orgeographically ~~no recourse~~diversified.

~~Assets~~We ~~and entities that we have acquired or~~ may ~~acquire in the future may~~ be subject to ~~unknown~~losses orthat ~~contingent liabilities for which we may~~are ~~have~~either ~~limited or no recourse against the sellers. Unknown or contingent liabilities might include liabilities for or with respect to liens attached to properties~~uninsurable, ~~unpaid~~not ~~real~~economically ~~estate~~insurable ~~tax,~~ or ~~utilities~~that ~~charges~~are ~~for~~in ~~which~~excess ~~a subsequent owner remains liable, clean-up or remediation~~ of ~~environmental~~our ~~conditions~~insurance ~~or code violations, claims of customers, vendors or other persons dealing with the acquired entities and tax liabilities, among other things~~coverage.

29Our properties may be subject to environmental liabilities and we will be exposed to personal liability for accidents which may occur on our properties. Our insurance may not be adequate to cover all damages or losses from these events, or it may not be economically prudent to purchase insurance for certain types of losses. As a result, we may be required to incur significant costs in the event of adverse weather conditions and natural disasters or events which result in environmental or personal liability. We may not carry or may discontinue certain types of insurance coverage on some or all of our properties in the future if the cost of premiums for any of these policies in our judgment exceeds the value of the coverage discounted for the risk of loss. If we experience losses that are uninsured or exceed policy limits, we could incur significant uninsured costs or liabilities, lose the capital invested in the properties, and lose the anticipated future cash flows from those properties. In addition, our environmental or personal liability may result in losses substantially in excess of the value of the related property.

~~Our revenue~~Compliance ~~and~~with ~~expenses~~new ~~are~~or ~~not~~existing ~~directly correlated~~laws, regulations and ~~because~~covenants athat ~~large~~are ~~percentage~~applicable ofto our ~~costs~~future ~~and~~properties, ~~expenses~~including ~~are fixed~~permit, welicense ~~may~~and ~~not be~~zoning ~~able~~requirements, tomay adversely ~~adapt~~affect our ~~cost~~ability ~~structure~~ to ~~offset~~make ~~declines~~future acquisitions or renovations, result in significant costs or delays and adversely affect our ~~revenue~~growth strategy.

~~Most~~Our ~~of the~~future ~~expenses~~properties ~~associated~~are ~~with~~subject ~~our~~to ~~business,~~various covenants ~~such~~and aslocal ~~acquisition~~laws ~~costs~~and regulatory requirements, ~~renovation~~including permitting and ~~maintenance~~licensing ~~costs,~~requirements. ~~real~~Local ~~estate taxes~~regulations, ~~personal~~including ~~and~~municipal ador ~~valorem~~local ~~taxes~~ordinances, ~~insurance,~~zoning ~~utilities,~~restrictions ~~employee wages~~ and ~~benefits~~restrictive ~~and~~covenants ~~other~~imposed ~~general~~by ~~corporate~~community ~~expenses~~developers ~~are~~may ~~fixed~~restrict ~~and~~our douse ~~not~~of ~~necessarily~~our ~~decrease~~properties ~~with~~and amay ~~reduction~~require inus ~~revenue~~to obtain approval from ~~our~~local ~~business.~~officials ~~Our~~or ~~expenses~~community ~~and~~standards ~~ongoing~~organizations ~~capital~~at ~~expenditures~~any ~~will~~time ~~also~~with berespect ~~affected~~to byour ~~inflationary~~properties, ~~increases~~including ~~and~~prior ~~certain~~to ofacquiring ~~our~~a ~~cost~~property ~~increases~~or ~~may~~when ~~exceed~~undertaking ~~the~~renovations ~~rate~~ of ~~inflation~~any inof ~~any~~our ~~given~~existing ~~period~~properties. ByWe ~~contrast,~~cannot asassure ~~described~~you ~~above,~~that ~~our~~existing ~~rental~~regulatory ~~income~~policies will benot ~~affected~~adversely byaffect ~~many~~us ~~factors~~or ~~beyond~~the ~~our~~timing ~~control~~or ~~such~~cost asof ~~the~~any ~~availability~~future acquisitions ofor ~~alternative~~renovations, ~~rental~~or ~~properties~~that ~~and~~additional ~~economic~~regulations ~~conditions~~will innot ~~our~~be ~~target~~adopted ~~markets.~~that Aswould aincrease ~~result,~~such wedelays ~~may~~or ~~not~~result bein ~~able~~additional costs. Our failure to ~~fully~~obtain ~~offset rising~~permits, ~~costs~~licenses and ~~capital~~zoning ~~spending~~approvals byon ~~higher~~a ~~lease~~timely ~~rates,~~basis ~~which~~ could have a material adverse effect on our ~~results of operations~~business, ~~and~~financial ~~cash~~condition ~~available for distribution. In addition, state~~ and ~~local~~results ~~regulations may require us to maintain properties that we own, even if the cost~~ of ~~maintenance is greater than the value of the property or any potential benefit from leasing the property~~operations.

~~Our future~~ Poor ~~portfolio~~tenant ~~consists~~selection ~~of properties geographically concentrated in certain markets~~ and ~~any adverse developments in local economic~~defaults ~~conditions,~~by ~~the~~renters ~~demand for commercial property in these markets or natural disasters~~ may negatively affect our ~~operating~~financial ~~results~~performance and reputation.

Our ~~future~~success will depend in large part upon ~~portfolio~~our ~~consists~~ability ofto attract and retain qualified tenants for our properties. ~~geographically~~This ~~concentrated~~will depend, in ~~Colorado~~turn, upon our ability to screen applicants, identify good tenants and avoid tenants who may default. AsWe ~~such~~will inevitably make mistakes in our selection of tenants, and we ~~are~~may rent ~~susceptible~~to tenants whose default on our leases or failure to ~~local~~comply ~~economic~~with ~~conditions~~the terms of the lease negatively affect our financial performance, ~~other~~reputation ~~regulations,~~and the ~~supply~~quality and value of our properties. For example, tenants may default on payment of rent, make unreasonable and ~~demand~~repeated demands for ~~commercial~~service ~~rental~~or improvements, make unsupported or unjustified complaints to regulatory or political authorities, make use of our properties ~~and~~for ~~natural~~illegal ~~disasters~~purposes, indamage ~~these~~or ~~areas.~~make Ifunauthorized ~~there~~structural ischanges to our properties which may not abe ~~downturn~~fully incovered by security deposits, refuse to leave the ~~economy~~property when the lease is terminated, anengage ~~oversupply~~in ofviolence or ~~decrease~~similar disturbances, disturb nearby residents with noise, trash, odors or eyesores, fail to comply with regulations, sublet to less desirable individuals in ~~demand~~violation ~~for~~of our leases, or permit unauthorized persons to live therein. The process of evicting a defaulting renter from a commercial ~~rental~~property can be adversarial, protracted and costly. Furthermore, some tenants facing eviction may damage or destroy the property. Damage to our properties inmay ~~these~~significantly ~~markets~~delay re-leasing after eviction, necessitate expensive repairs or ~~natural~~impair ~~disasters~~the rental income or value of the property, resulting in ~~these~~a ~~geographical~~lower ~~areas~~than expected rate of return. In addition, ~~our~~we ~~business~~will ~~could~~incur beturnover costs ~~materially~~associated ~~adversely~~with ~~affected~~re-leasing the properties such as marketing and brokerage commissions and will not collect revenue while the property sits vacant. Although we will attempt to awork ~~greater~~with ~~extent~~tenants ~~than~~to ifprevent such damage or destruction, there can be no assurance that we ~~owned~~will be successful in all or most cases. Such tenants will not only cause us not to achieve our financial objectives afor ~~real~~the ~~estate~~properties, ~~portfolio~~but ~~that~~may ~~was~~subject ~~more~~us ~~geographically~~to ~~diversified~~liability, and may damage our reputation with our other tenants and in the communities where we do business.

~~We may be subject to losses that are either uninsurable, not economically insurable or that are in excess of our insurance coverage.~~26

~~Our~~Declining ~~properties may~~real beestate ~~subject~~valuations ~~to environmental liabilities~~ and ~~we will be exposed to personal liability for accidents which may occur on our~~ ~~properties.~~impairment ~~Our~~charges ~~insurance~~could ~~may~~adversely ~~not~~affect be adequate to cover all damages or losses from these events, or it may not be economically prudent to purchase insurance for certain types of losses. As a result, we may be required to incur significant costs in the event of adverse weather conditions and natural disasters or events which result in environmental or personal liability. We may not carry or may discontinue certain types of insurance coverage on some or all of our ~~properties~~earnings in the future if the cost of premiums for any of these policies in our judgment exceeds the value of the coverage discounted for the risk of loss. If we experience losses that are uninsured or exceed policy limits, we could incur significant uninsured costs or liabilities, lose the capital invested in the properties, and ~~lose~~financial ~~the anticipated future cash flows from those properties~~condition. ~~In addition, our environmental or personal liability may result in losses substantially in excess of the value of the related property.~~

~~Compliance~~Our success will depend upon our ability to ~~with~~acquire ~~new~~rental orproperties ~~existing~~at ~~laws~~attractive valuations, ~~regulations~~such ~~and~~that ~~covenants~~we ~~that~~can ~~are~~earn ~~applicable~~a tosatisfactory ~~our~~return ~~future~~on ~~properties,~~the ~~including~~investment ~~permit,~~primarily ~~license~~through rental income and ~~zoning~~ ~~requirements,~~secondarily ~~may~~through ~~adversely~~increases ~~affect~~in ~~our~~the ~~ability~~value toof ~~make~~the ~~future~~properties. ~~acquisitions~~If orwe ~~renovations,~~overpay ~~result~~for inproperties ~~significant~~or ~~costs~~if their value subsequently drops or ~~delays~~fails ~~and~~to ~~adversely~~rise ~~affect~~because of market factors, we will not achieve our ~~growth~~financial ~~strategy~~objectives.

~~Our~~We ~~future properties~~will ~~are~~periodically ~~subject~~review tothe ~~various~~value ~~covenants~~of ~~and~~our properties ~~local~~to ~~laws~~determine ~~and~~whether ~~regulatory~~their ~~requirements~~value, ~~including~~based ~~permitting~~on ~~and~~market ~~licensing~~factors, ~~requirements. Local~~projected ~~regulations,~~income ~~including~~and ~~municipal~~generally oraccepted ~~local~~accounting ~~ordinances~~principles, has ~~zoning~~permanently ~~restrictions~~decreased ~~and~~such ~~restrictive~~that ~~covenants~~it ~~imposed~~is bynecessary ~~community developers~~or ~~may~~appropriate ~~restrict~~to ~~our~~take ~~use~~an ofimpairment ~~our~~loss ~~properties~~in ~~and~~the ~~may~~relevant ~~require~~accounting usperiod. Such toa ~~obtain~~loss ~~approval~~would ~~from~~cause ~~local~~an ~~officials~~immediate orreduction ~~community~~of ~~standards organizations~~net atincome ~~any~~in ~~time~~the ~~with~~applicable ~~respect~~accounting toperiod ~~our~~and ~~properties,~~would ~~including~~be ~~prior~~reflected toin ~~acquiring~~ a ~~property~~decrease in orour ~~when~~balance ~~undertaking~~sheet ~~renovations of~~assets. ~~any~~The reduction of ~~our~~net ~~existing~~income ~~properties.~~from Wean ~~cannot~~impairment ~~assure~~loss ~~you~~could ~~that~~lead ~~existing~~to ~~regulatory~~a ~~policies~~reduction ~~will~~in ~~not~~our ~~adversely~~dividends, ~~affect~~both in ~~us or~~ the ~~timing~~ orrelevant ~~cost~~accounting ofperiod ~~any~~and in future ~~acquisitions~~periods. orEven ~~renovations,~~if orwe ~~that~~do ~~additional~~not ~~regulations~~determine ~~will~~that ~~not~~it beis ~~adopted~~necessary ~~that~~or ~~would~~appropriate ~~increase~~to record ~~such~~an ~~delays~~impairment orloss, ~~result~~a reduction in ~~additional~~the ~~costs.~~intrinsic ~~Our~~value ~~failure~~of toa ~~obtain~~property ~~permits,~~would ~~licenses~~become ~~and~~manifest ~~zoning~~over ~~approvals~~time onthrough areduced ~~timely~~income ~~basis could~~from ~~have~~the aproperty ~~material~~and ~~adverse~~would ~~effect~~therefore onaffect our ~~business,~~earnings ~~financial condition~~ and ~~results~~financial ~~of operations~~condition.

30Increasing real estate taxes, fees and insurance costs may negatively impact our financial results.

~~Poor~~The cost of real estate taxes and insuring ~~tenant~~our ~~selection~~properties is a significant component of our expenses. Real estate taxes, fees and ~~defaults~~insurance bypremiums ~~renters~~are ~~may~~subject ~~negatively~~to ~~affect~~significant increases, which can be outside of our ~~financial~~control. ~~performance~~If the costs associated with real estate taxes, fees and ~~reputation~~assessments or insurance should rise significantly and we are unable to raise rents to offset such increases, our results of operations would be negatively impacted.

Our success will depend in large part upon our ability to attract and retain qualified tenants for our properties. This will depend, in turn, upon our ability to screen applicants, identify good tenants and avoid tenants who may default. We will inevitably make mistakes in our selection of tenants, and we may rent to tenants whose default on our leases or failure to comply with the terms of the lease negatively affect our financial performance, reputation and the quality and value of our properties. For example, tenants may default on payment of rent, make unreasonable and repeated demands for service or improvements, make unsupported or unjustified complaints to regulatory or political authorities, make use of our properties for illegal purposes, damage or make unauthorized structural changes to our properties which may not be fully covered by security deposits, refuse to leave the property when the lease is terminated, engage in violence or similar disturbances, disturb nearby residents with noise, trash, odors or eyesores, fail to comply with regulations, sublet to less desirable individuals in violation of our leases, or permit unauthorized persons to live therein. The process of evicting a defaulting renter from a commercial property can be adversarial, protracted and costly. Furthermore, some tenants facing eviction may damage or destroy the property. Damage to our properties may significantly delay re-leasing after eviction, necessitate expensive repairs or impair the rental income or value of the property, resulting in a lower than expected rate of return. In addition, we will incur turnover costs associated with re-leasing the properties such as marketing and brokerage commissions and will not collect revenue while the property sits vacant. Although we will attempt to work with tenants to prevent such damage or destruction, there can be no assurance that we will be successful in all or most cases. Such tenants will not only cause us not to achieve our financial objectives for the properties, but may subject us to liability, and may damage our reputation with our other tenants and in the communities where we do business.27

~~Declining real~~ITEM ~~estate~~1B. ~~valuations~~UNRESOLVED ~~and~~STAFF ~~impairment charges could adversely affect our earnings and financial condition.~~COMMENTS

Our success will depend upon our ability to acquire rental properties at attractive valuations, such that we can earn a satisfactory return on the investment primarily through rental income and secondarily through increases in the value of the propertiesNone. ~~If we overpay for properties or if their value subsequently drops or fails to rise because of market factors, we will not achieve our financial objectives.~~

WeITEM will periodically review the value of our properties to determine whether their value, based on market factors, projected income and generally accepted accounting principles, has permanently decreased such that it is necessary or appropriate to take an impairment loss in the relevant accounting period2. ~~Such~~DESCRIPTION aOF loss would cause an immediate reduction of net income in the applicable accounting period and would be reflected in a decrease in our balance sheet assets. The reduction of net income from an impairment loss could lead to a reduction in our dividends, both in the relevant accounting period and in future periods. Even if we do not determine that it is necessary or appropriate to record an impairment loss, a reduction in the intrinsic value of a property would become manifest over time through reduced income from the property and would therefore affect our earnings and financial condition.PROPERTY

~~Increasing real~~Owned ~~estate~~Real ~~taxes, fees and insurance costs may negatively impact our financial results.~~Estate

The ~~cost of~~Company ~~real~~holds ~~estate~~investment ~~taxes~~interest ~~and~~in ~~insuring~~approximately 80 ~~our~~acres ~~properties~~real isproperty alocated ~~significant~~in ~~component~~Pueblo ofCounty, ~~our expenses~~Colorado. ~~Real~~The ~~estate~~Company ~~taxes,~~acquired ~~fees~~the ~~and~~property ~~insurance premiums~~for ~~are~~the ~~subject~~purpose ~~to significant increases, which can be outside~~ of ~~our~~making ~~control.~~it ~~If the costs associated with real estate taxes,~~suitable ~~fees~~for ~~and~~use ~~assessments~~in orthe ~~insurance~~legal ~~should~~commercial ~~rise~~cannabis ~~significantly and we are unable to raise rents to offset such increases, our results of operations would be negatively impacted~~industry.

~~We may~~Office ~~not be able to effectively manage our growth, which requires significant resources, and our results may be adversely affected.~~Space

WeOur ~~plan to~~corporate ~~continue~~offices ~~our~~are ~~acquisition~~located ~~strategy~~at 777 Brickell Avenue Suite 500, ~~which~~Miami, ~~will~~FL ~~demand~~33131. ~~significant~~We ~~resources~~can ~~and~~be ~~attention~~reached ~~and~~by ~~may~~phone ~~affect~~at ~~our~~1 ~~financial~~(305) ~~performance. Our~~721-2727 ~~future~~and ~~operating~~by ~~results~~email ~~depend~~at info@Agritekholdings.com. The onmonthly ~~our~~payment ~~ability~~for tothe ~~effectively~~use ~~manage~~of this ~~growth,~~shared ~~which~~office ~~is dependent~~space, inas ~~part~~needed, ~~upon~~is ~~the~~$150 ~~ability of~~per ~~the Company to:~~month.

•In ~~stabilize~~January ~~and~~2017, ~~manage~~the Company signed a ~~rapidly~~five (5) ~~increasing~~year ~~number~~lease, beginning February 1, 2017, for approximately 6,000 square feet of ~~properties~~office ~~and~~space, ~~tenant~~comprised ~~relationships~~of ~~while~~two ~~maintaining~~floors, ain ~~high~~San Juan, ~~level~~Puerto Rico. Pursuant to the lease, the Company agreed to pay $3,000 per month for the third floor of ~~customer~~the ~~service~~building for the first year of the lease. The rent increases 3% per year on February beginning in 2018 and an additional 3% per year on each successive February 1, during the term of the lease. The landlord agreed that the month of February 2017, the rent was $1,500. The rent for second floor of the building ~~and~~was ~~enhancing~~set ~~our~~at ~~brand;~~$2,000 •per ~~identify~~month during the term of the lease and ~~supervise~~the anCompany ~~increasing~~did ~~number~~not have any rent payments for the first three months of ~~suitable~~the ~~third~~lease ~~parties~~(February on2017 ~~which~~through weApril ~~rely~~2017). onAs toof ~~provide~~December ~~certain~~31, ~~services~~2019, tothe ~~our~~Company ~~properties;~~has •a ~~continue~~balance of $24,916 in deferred rent pursuant to ~~improve~~this ~~our~~lease ~~operational~~which ~~and~~is ~~financial~~included ~~controls~~in ~~and~~the ~~reporting~~consolidated ~~procedures~~balance ~~and~~sheet. ~~systems;~~The leases for the second and, •third ~~scale~~floor ~~our~~were ~~technology~~cancelled ~~and~~in ~~other~~September ~~infrastructure~~2017 ~~platforms~~as toa ~~adequately~~result ~~service~~of ~~new~~Hurricane ~~properties~~Irma.

31Leased Properties

WeOn ~~cannot~~April 28, 2014, the Company executed and ~~assure~~closed ~~you~~a ~~that~~ten-year welease ~~will~~agreement befor ~~able~~20 toacres ~~achieve~~of ~~these~~an ~~results~~agricultural orfarming ~~that~~facility welocated ~~may~~in ~~otherwise~~South beFlorida ~~able~~following tothe ~~manage~~approval of ~~our~~the ~~growth~~so-called ~~effectively~~“Charlotte’s Web” legislation, aimed at decriminalizing low grade marijuana specifically for the use of treating epilepsy and cancer patients. Pursuant ~~Any~~to the lease agreement, the Company maintains a first right of ~~failure~~refusal to dopurchase sothe ~~may~~property for three years. The Company is currently in default of the lease agreement, as rents have annot been ~~adverse~~paid ~~effect~~for onthe ~~our~~second ~~business~~year ~~and~~of ~~financial~~the ~~results~~lease beginning May 2015.

~~Should~~On July 11, 2014, the Company signed a ten-year ~~one~~lease oragreement ~~more~~for an additional 40 acres in Pueblo, Colorado. The lease required monthly rent payments of $10,000 during the first ~~foregoing~~year ~~risks~~and oris ~~uncertainties~~subject ~~materialize,~~to ora ~~should~~2% annual increase over the ~~underlying~~life ~~assumptions~~of ~~prove~~the ~~incorrect,~~lease. ~~actual~~The lease also provides rights to 50 acres of certain ~~results~~tenant ~~may~~water ~~differ~~rights ~~significantly~~for ~~from~~$50,000 ~~those~~annually ~~anticipated~~plus cost of approximately $2,400 ~~believed~~annually. The Company paid the $50,000 ~~estimated~~in July 2014, and ~~expected~~has not used the property and any water and has not paid for any water rights after September 30, ~~intended~~2015. orThe ~~planned~~Company is currently in default of the lease agreement, as rents have not been paid since February 2015.

~~ITEM~~On October 5, 2017, the Company agreed to lease 1Bfrom Mr. ~~UNRESOLVED~~Friedman, ~~STAFF~~our ~~COMMENTS~~current Interim CEO, a "420 Style" resort and estate property approximately one hour outside of Quebec City, Canada. The fifteen-acre estate consists of nine (9) unique guest suites, horse stables, and is within walking distance to a public golf course. A separate structure will serve as a small grow facility run by employees and caretakers on the property which may be toured by guests of the facility. Pursuant to the agreement, the Company agreed to pay $8,000 per month in exchange for the Company being entitled to all rents and income generated from the property. For the year ended December 31, 2019, the Company paid and recorded $96,000 of rent expense, included in leased property expense, related party in the consolidated statements of operations, included elsewhere in this report. The Company will be responsible for all costs of the property, including, but not limited to, renovations, repairs and maintenance, insurance and utilities. For the year ended December 31, 2019, the Company has incurred no renovation expense.

~~None.~~28

ITEM 2 3. ~~DESCRIPTION~~LEGAL ~~OF PROPERTY~~PROCEEDINGS.

~~Owned~~On March 2, 2015, the Company, the Company’s ~~Real~~CEO ~~Estate~~and the Company’s CFO at the time were named in a civil complaint filed by Erick Rodriguez in the District Court in Clark County, Nevada (the “DCCC”). The complaint alleges that Mr. Rodriguez never received 250,000 shares of Series B preferred stock that were initially approved by the Board of Directors in 2012, subject to the completion of a merger of a company controlled by Mr. Rodriguez. Since the merger was never completed, the shares were never certificated to Mr. Rodriguez.

March 21, 2017, the DCCC agreed to Set Aside the Entry of Default against the Defendants. Mr. Rodriguez resigned in June 2013. On April 12, 2018, an Arbitrator issued a final award to Rodriguez in the amount of $399,291. The Company and the Company’s counsel ~~owns~~believe ~~approximately~~the 80Arbitrator ~~acres~~denied ~~real~~a ~~property,~~number ~~including~~of ~~all~~detailed ~~buildings~~objections to the award, ~~fixtures~~which cited clear mistakes as to Nevada law and ~~equipment~~to the ~~located~~facts. The Company recorded a loss on legal matter, included in ~~Pueblo~~other ~~County~~expenses for the year ended December 31, ~~Colorado~~2017. On May ~~The~~3, 2018, the Arbitrator issued an amended final award of $631,537, inclusive of interest and legal fees. In December 2018, the plaintiff and defendants entered into a Settlement Agreement and Release whereby both parties agreed on $400,000 settlement of which $35,000 was to be paid by Barry Hollander and $365,000 was to be paid by the Company. ~~acquired~~As of the ~~property~~date ~~for~~of this filing, all amounts due to Mr. Rodriquez under the ~~purpose~~confidential settlement have been paid. A Satisfaction of Judgement ~~making~~was itfiled ~~suitable~~with ~~for~~the ~~use~~DCCC inon or about May 9, 2019. As of December 31, 2019, the ~~legal~~Company ~~commercial~~had ~~cannabis~~satisfied ~~industry~~all its obligation under the settlement agreement and was released from any further liability with regarding this matter.

~~Office~~On ~~Space~~May 6, 2016, the Company, B. Michael Freidman and Barry Hollander (former CFO) were named as defendants in a Summons/Complaint filed by Justin Braune (the “Plaintiff”) in Palm Beach County Civil Court, Florida (the “PBCCC”). The complaint alleges that Mr. Braune was entitled to shares of common stock of the Company. On December 5, 2016, the PBCCC set aside a court default that had been previously issued. The defendants have answered the complaint, including the defenses that Mr. Braune advised the Company’s transfer agent and the Company in his letter of resignation dated November 4, 2015, clearly stating that he had relinquished all shares of common stock. The Company has filed a counterclaim suit against the Plaintiff, as well as sanctions against the Plaintiff and their counsel. On or about February 20, 2020, the PBCCC filed a motion to dismiss the case for lack of prosecution. Since this time, and to date the Plaintiff has taken no further action regarding this claim as known by the Company and defendants have received no further correspondence.

~~Our~~On ~~corporate~~March 11, 2020, Power Up Lending ~~offices~~Group, ~~are~~LTD. ~~located~~commenced atan ~~777~~action ~~Brickell~~against ~~Avenue~~the ~~Suite~~Company ~~500~~and B. Michael Friedman in the Supreme Court of the State of New York, County ~~Miami~~of Nassau under Index No. 603834/2020 (the “Action”), FLOn ~~33131~~March 18, 2020, the Company entered into a Settlement Agreement with Power Up Lending Group, LTD. Weand ~~can~~Oasis Capital LLC, pursuant to which the Company settled the Action in the aggregate amount of $599,233.74. The settlement provided that $300,000 of this amount was to be ~~reached~~assigned byto ~~phone~~a third-party atlender 1and the remaining balance of $299,233.74 is to be paid in installments; (~~305~~i) ~~721-2727~~$100,000 to be paid on or before March 19, 2020 and; by(ii) ~~email~~five equal monthly installments of $33,333.33 to be paid on or before the 19th day ~~at info@Agritekholdings~~of each successive months thereafter commencing April through August 2020 and the last installment of the same amount to be paid on or before September 19, 2020.~~com~~ All payments under the Settlement Agreement have been made.

InITEM April 2014, the Company entered into a two-year sublease agreement for the use of up to 7,500 square feet with a Colorado based oncology clinical trial and drug testing company and facility presently doing cancer research and testing for established pharmaceutical companies seeking FDA approval for new drugs4. ~~Pursuant~~MINE toSAFETY ~~the lease, as amended, the Company agreed to pay $3,500 per month for the space. The lease expired in April 2016, and the Company owes the landlord $48,750.~~DISCLOSURES

~~In January~~Not ~~2017, the Company signed a five (5) year lease, beginning February 1, 2017, for approximately 6,000 square feet of office space, comprised of two floors, in San Juan, Puerto Rico~~applicable. Pursuant to the lease, the Company will pay $3,000 per month for the third floor of the building for the first year of the lease. The rent will increase 3% per year on February beginning in 2018 and an additional 3% per year on each successive February 1, during the term of the lease. The landlord agreed that the month of February 2017, the rent was $1,500. The rent for second floor of the building will be $2,000 per month during the term of the lease and the Company does not have any rent payments for the first three months of the lease (February 2017 through April 2017). Through September 30, 2017, the Company calculated the total amount of the rent for the term lease and recorded straight line rent expense of $45,417 and had made payments of $20,516. As of December 31, 2018, the Company has a balance of $24,916 in deferred rent which is included in the consolidated balance sheet. The leases for the second and third floor were cancelled in September 2017 as a result of Hurricane Irma.

~~Leased Properties~~29

~~On April~~PART 28, 2014, the Company executed and closed a ten-year lease agreement for 20 acres of an agricultural farming facility located in South Florida following the approval of the so-called “Charlotte’s Web” legislation, aimed at decriminalizing low grade marijuana specifically for the use of treating epilepsy and cancer patients. Pursuant to the lease agreement, the Company maintains a first right of refusal to purchase the property for three years. The Company has recorded $38,244 of expense (included in leased property expenses) for the year ended December 31, 2017. The Company is currently in default of the lease agreement, as rents have not been for the second year of the lease beginning May 2015.II

32Market Information

~~On October~~The ~~5, 2017, the~~ Company’s ~~agreed~~common tostock ~~lease~~is ~~from~~traded in ~~Mr.~~the ~~Friedman~~over-the-counter market, aand ~~"420~~quoted ~~Style"~~on ~~resort~~the ~~and~~OTC ~~estate~~Markets ~~property~~Group ~~approximately one~~Inc. ~~hour~~Pink ~~outside~~Sheets ofunder ~~Quebec~~the ~~City,~~symbol ~~Canada~~“AGTK.” ~~The~~Our ~~fifteen-acre~~common stock ~~estate~~is ~~consists~~quoted ofon ~~nine~~the ~~(9)~~OTC ~~unique~~Pink ~~guest~~No ~~suites,~~Information ~~horse~~Tier ~~stables,~~of ~~and is~~OTC ~~within~~Markets ~~walking~~under ~~distance~~the tosymbol, a“AGTK.” ~~public~~We ~~golf~~are ~~course.~~currently Alabeled as ~~separate~~“Delinquent ~~structure~~SEC ~~will~~Reporting” ~~serve~~and ashave a ~~small~~red ~~grow~~stop ~~facility~~sign ~~run~~next byto ~~patient~~our ~~employees and~~name ~~caretakers~~ on ~~the~~OTC ~~property~~Markets ~~which~~because ~~may~~the beCompany ~~toured~~has bynot filed ~~guests~~all of ~~the~~its ~~facility.~~required ~~Pursuant~~periodic toreports ~~the~~since ~~agreement,~~we ~~the~~filed ~~Company~~our ~~will~~Quarterly ~~pay $8,000~~Report ~~per month in exchange~~ for the ~~Company~~Quarter ~~being~~ended ~~entitled~~September to30, ~~all~~2019, ~~rents~~which was ~~and~~filed ~~income~~with ~~generated from~~ the ~~property.~~SEC ~~For~~on ~~the~~November ~~year ended December 31~~25, ~~2018,~~2019. ~~the~~We ~~Company~~plan ~~paid~~to ~~and~~make ~~recorded~~up ~~$96,000~~all of ~~expense,~~our ~~included~~required inperiodic ~~leased~~reports ~~property~~and ~~expense,~~become ~~related~~current ~~party~~with our inreporting obligations with the ~~consolidated~~SEC ~~statements~~so ofthat ~~operations,~~our ~~included~~profile ~~herein.~~on ~~The~~OTC ~~Company~~Markets ~~will~~can be ~~responsible~~updated ~~for~~accordingly ~~all~~to ~~costs~~reflect ofCurrent ~~the property,~~Information ~~including,~~and ~~but~~remove ~~not~~the ~~limited~~stop ~~to,~~sign ~~renovations,~~as ~~repairs~~well ~~and~~as ~~maintenance,~~the ~~insurance~~“Delinquent ~~and~~SEC ~~utilities~~Reporting” label. ~~For~~However ~~the~~there ~~year~~can ~~ended~~be ~~December~~no ~~31,~~assurance that we’ll ~~2018,~~be ~~the~~able ~~Company~~to ~~has~~accomplish ~~incurred~~the ~~$152,943~~foregoing ofas ~~renovation~~planned ~~expense~~or at all.

OnThe ~~December~~following 1,table ~~2016,~~sets forth for the ~~Company~~periods ~~signed~~indicated athe ~~one~~high ~~(1)~~and ~~year~~low ~~lease~~bid quotations for aour ~~corporate~~common ~~apartment~~stock. inThese ~~Puerto~~quotations ~~Rico~~represent inter-dealer quotations, without adjustment for $5retail markup,~~500~~ ~~per~~markdown, ~~month.~~or ~~This~~commission ~~lease~~and ~~expired in~~may ~~November~~not 30represent actual transactions. On February 25, ~~2017~~2021, the closing price of our common stock on the OTC Pink was $0.0310 per share.

ITEM 3. LEGAL PROCEEDINGS.

Period		High		Low
	Fiscal Year Ended December 31, 2019
	Fiscal Quarter Ended - March 31, 2019	$	1.54	$	0.40
	Fiscal Quarter Ended - June 30, 2019	$	0.43	$	0.23
	Fiscal Quarter Ended - September 30, 2019	$	0.30	$	0.15
	Fiscal Quarter Ended - December 31, 2019	$	0.26	$	0.04

	Fiscal Year Ended December 31, 2018
	Fiscal Quarter Ended - March 31, 2018	$	10.90	$	3.00
	Fiscal Quarter Ended - June 30, 2018	$	4.76	$	2.40
	Fiscal Quarter Ended - September 30, 2018	$	2.84	$	1.72
	Fiscal Quarter Ended - December 31, 2018	$	2.54	$	0.338

~~On March~~Holders 2, 2015, the Company, the Company’s CEO and the Company’s CFO at the time were named in a civil complaint filed by Erick Rodriguez in the District Court in Clark County, Nevada (the “DCCC”). The complaint alleges that Mr. Rodriguez never received 250,000 shares of ~~Series~~Common B preferred stock that were initially approved by the Board of Directors in 2012, subject to the completion of a merger of a company controlled by Mr. Rodriguez. Since the merger was never completed, the shares were never certificated to Mr. Rodriguez. On March 21, 2017, the DCC agreed to Set Aside the Entry of Default against the Defendants. Mr. Rodriguez resigned in June 2013. On December 10, 2018, the parties agreed to a confidential settlement on the matter. The Company recorded losses of $24,242 and $399,291, on the legal matter, included in other expenses for the years ended December 31, 2018, and 2017, respectively.Stock

OnAs ~~May~~of 6,March ~~2016~~2, ~~the Company~~2021, B. ~~Michael~~there ~~Freidman and Barry Hollander (former CFO)~~ were ~~named as defendants in a Summons/Complaint filed by Justin Braune (the~~approximately ~~“Plaintiff”)~~257 inrecord ~~Palm~~holders ~~Beach~~of ~~County~~our ~~Civil~~common ~~Court, Florida (the “PBCCC”)~~stock. The ~~complaint~~number ~~alleges~~of ~~that~~record ~~Mr.~~holders ~~Braune was~~does ~~entitled~~not toinclude ~~shares~~beneficial owners of common stock ~~of the Company. On December 5, 2016, the PBCCC set aside a court default that had been~~whose ~~previously~~shares ~~issued.~~are ~~The~~held ~~defendants~~in ~~have answered~~ the ~~complaint,~~names ~~including the defenses that Mr. Braune advised the Company’s transfer agent and the Company in his letter~~ of ~~resignation dated November 4~~banks, ~~2015~~brokers, ~~clearly~~nominees ~~stating~~or ~~that~~other ~~he has relinquished all shares of common stock~~fiduciaries. ~~The Company has filed a counterclaim suit against the Plaintiff, as well as sanctions against the Plaintiff and their counsel.~~

~~ITEM 4. MINE SAFETY DISCLOSURES~~Dividends

~~Not~~The ~~applicable~~Company did not declare any cash dividends for the years ended December 31, 2019, and 2018. Our Board of Directors does not intend to distribute any cash dividends in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the Board of Directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the Board of Directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.

~~PART II~~30

~~ITEM 5.~~Recent ~~MARKET~~Sales ~~FOR~~of ~~REGISTRANT’S~~Unregistered ~~COMMON~~Equity ~~EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~Securities

~~The~~Except ~~Company’s~~for provided below, all unregistered ~~common~~sales ~~stock~~of isour ~~traded~~securities induring the ~~over-the-counter~~quarter ~~market~~ended December 31, ~~and~~2019, ~~quoted~~were onpreviously ~~the~~disclosed ~~OTC~~in ~~Markets~~a ~~Group~~Quarterly ~~Inc.~~Report ~~Pink~~on ~~Sheets~~Form ~~under~~10-Q or ~~the~~in ~~symbol~~a ~~“AGTK~~Current Report on Form 8-K.”

(1. During the three months ended December 31, 2019, the Company issued 834,409 shares of our common stock to a) ~~Market Information~~lender, upon the conversion of principal note balance of $23,018.

~~The~~2. ~~following table~~During ~~sets~~the ~~forth~~three ~~for~~months ~~the~~ended ~~periods~~December ~~indicated~~31, 2019, the ~~high~~Company ~~and~~issued ~~low~~771,758 ~~bid~~shares ~~quotations~~of ~~for~~ our common stock. ~~These~~to ~~quotations~~a ~~represent~~second ~~inter-dealer quotations~~lender, ~~without~~upon ~~adjustment~~the ~~for~~conversion ~~retail~~of ~~markup,~~principal ~~markdown,~~note orbalance ~~commission~~of ~~and may not represent actual transactions~~$57,000.

33Subsequent to December 31, 2019:

Period	High		Low
Fiscal Year 2018
First Quarter (January 1, 2018 – March 31, 2018)	$	10.90	$	3.00
Second Quarter (April 1, 2018 – June 30, 2018)	$	4.76	$	2.40
Third Quarter (July 1, 2018 – September 30, 2018)	$	2.84	$	1.72
Fourth Quarter (October 1, 2018 – December 31, 2018)	$	2.54	$	0.338
Fiscal Year 2017
First Quarter (January 1, 2017 – March 31, 2017)	$	7.40	$	4.24
Second Quarter (April 1, 2017 – June 30, 2017)	$	5.20	$	1.88
Third Quarter (July 1, 2017 -- September 30, 2017)	$	4.80	$	1.92
Fourth Quarter (October 1, 2017 – December 31, 2017)	$	9.60	$	1.98

The Company issued 2,000,000 shares of common stock to a consultant in exchange for legal services pursuant to a consulting agreement with fair value of $32,000 or $0.016 per share.

~~(b)~~· ~~Holders~~The Company issued and aggregate of 20,000,000 shares of common stock to an executive and a related party as stock-based compensation with fair value of $320,000 or $0.016 per share.

~~The~~· ~~number of~~An ~~record~~executive ~~holders~~returned ~~of our common stock as of May 3~~7, ~~2019~~000,000 ~~was~~shares ~~approximately~~of ~~255.~~common ~~This excludes shareholders who hold their~~ stock in ~~street~~to ~~name.~~the ~~The~~ Company ~~estimates that there are over 15~~,~~000~~ ~~stockholders~~at ~~who~~par ~~hold~~value ~~their~~and ~~shares~~was ofcancelled ~~common~~upon ~~stock in street name~~return.

~~(c)~~· ~~Dividends~~Certain lenders converted an aggregate of $295,570 of outstanding principal of convertible notes into 24,091,885 shares of common stock.

· The Company ~~did~~ ~~not~~issued ~~declare~~an ~~any~~aggregate ~~cash~~of ~~dividends for the years ended December 31~~2, ~~2018~~883,686 ~~and~~shares ~~2017. Our Board~~ of ~~Directors~~common ~~does not intend~~ to ~~distribute~~ ~~any~~a ~~cash~~lender ~~dividends~~stock ~~in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the Board of Directors, and will depend~~ upon, ~~among~~cashless ~~other~~exercise ~~things, the results~~ of ~~our operations~~2, ~~cash flows and financial condition~~931,819 ~~operating~~stock ~~and~~warrants ~~capital~~under ~~requirements, and other factors as~~ the ~~Board~~May of2018 ~~Directors considers relevant~~Warrants. ~~There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.~~

The shares of common stock, notes and warrants referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(da)(2) of the Securities ~~authorized~~Act ~~for~~of ~~issuance~~1933, ~~under~~as ~~equity~~amended, ~~compensation~~(“Securities ~~plans~~Act”).

~~None~~Securities Authorized for Issuance under Equity Compensation Plans

~~Recent Sales of Unregistered Equity Securities~~None.

~~During~~Repurchases ~~the year~~of ~~ended~~Equity ~~December~~Securities ~~31,~~by ~~2018, the~~ our Company ~~issued~~and ~~the~~Affiliated ~~following shares of common stock upon the conversions of portions of the Convertible Notes:~~Purchasers

34None.

Date		Principal Conversion		Interest Conversion		Total Conversion		Conversion Price		Shares Issued		Issued to
	2/12/2018	$	69,221	$	5,779	$	75,000	$	1.128		66,489	St Georges
	3/27/2018	$	47,061	$	2,939	$	50,000	$	1.128		44,326	St Georges
	4/23/2018	$	26,234	$	1,266	$	27,500	$	1.128		24,379	St Georges
	6/11/2018	$	32,604	$	2,396	$	35,000	$	1.128		31,028	St Georges
	7/9/2018	$	17,690	$	—	$	17,690	$	1.4152		12,500	L2
	7/31/2018	$	27,550	$	—	$	27,550	$	1.102		25,000	L2
	8/6/2018	$	44,080	$	—	$	44,080	$	1.102		40,000	L2
	9/18/2018	$	29,928	$	—	$	29,928	$	0.9976		30,000	L2
	9/24/2018	$	31,320	$	—	$	31,320	$	1.044		30,000	L2
	9/28/2018	$	36,540	$	—	$	36,540	$	1.044		35,000	L2
	10/3/2018	$	36,540	$	—	$	36,540	$	1.044		35,000	L2
	10/8/2018	$	41,760	$	—	$	41,760	$	1.044		40,000	L2
	10/11/2018	$	41,760	$	—	$	41,760	$	1.044		40,000	L2
	10/16/2018	$	42,282	$	—	$	42,282	$	0.9396		45,000	L2
	10/22/2018	$	39,150	$	—	$	39,150	$	0.87		45,000	L2
	10/29/2018	$	33,930	$	—	$	33,930	$	0.754		45,000	L2
	11/6/2018	$	35,496	$	—	$	35,496	$	0.5916		60,000	L2
	11/12/2018	$	22,000	$	—	$	22,000	$	0.66		33,333	Power Up
	11/12/2018	$	26,000	$	—	$	26,000	$	0.64		40,625	Power Up
	11/12/2018	$	39,150	$	—	$	39,150	$	0.522		75,000	L2
	11/13/2018	$	15,000	$	—	$	15,000	$	0.594		25,253	Power Up
	11/14/2018	$	29,580	$	—	$	29,580	$	0.3944		75,000	L2
	11/15/2018	$	15,000	$	4,680	$	19,680	$	0.52		37,846	Power Up
	11/26/2018	$	37,120	$	—	$	37,120	$	0.3712		100,000	L2
	11/30/2018	$	37,700	$	—	$	37,700	$	0.3016		125,000	L2
	12/4/2018	$	29,000	$	—	$	29,000	$	0.232		125,000	L2
	12/17/2018	$	14,790	$	—	$	14,790	$	0.1972		75,000	L2
	12/18/2018	$	14,790	$	—	$	14,790	$	0.1972		75,000	L2
	12/27/2018	$	19,720	$	—	$	19,720	$	0.1972		100,000	L2
	12/27/2018	$	15,000	$	—	$	15,000	$	0.42		35,714	Power Up
	12/28/2018	$	15,000	$	—	$	15,000	$	0.394		38,071	Power Up
	12/28/2018	$	15,000	$	—	$	15,000	$	0.394		38,071	Power Up
	12/31/2018	$	8,000	$	3,204	$	11,204	$	0.386		29,026	Power Up
		$	985,996	$	20,264	$	1,006,260				1,676,663

Transfer Agent

InThe ~~addition~~transfer ~~to the~~agent ~~above,~~and ~~during~~registrar ~~the~~for ~~year~~our ~~ended~~common stock ~~December~~is ~~31,~~West ~~2018~~Coast Stock Transfer, ~~the~~Inc. ~~Company:~~The transfer agent’s telephone number is 619-664-4780.

On February 26, 2018, the Company agreed to issue 25,000 shares of common stock to Dr. Stephen Holt, for his appointment to the advisory board. The Company recorded an expense of $97,500 (based on the market price of the Company’s common stock of $3.90 per share) and is included in professional and consulting fees in the consolidated statements of operations for the year ended December 31~~, 2018.~~

OnITEM ~~June 21,~~6. ~~2018,~~SELECTED ~~the~~FINANCIAL Company filed Amended Articles of Incorporation with the State of Delaware increasing the authorized shares of common stock to 1,249,000,000 shares, and on January 9, 2019, the authorized shares of common stock were increased to 1,499,000,000.DATA

OnNot ~~June 25,~~applicable ~~2018, the Company issued 8,500 shares~~ to ~~Mr.~~a ~~Friedman.~~smaller ~~The~~reporting ~~Company recorded an expense of $22,950 (based on the market price of the Company’s common stock of $2~~company.~~70 per share) for 8,500 shares and is included in management fees in the consolidated statements of operations for the year ended December 31, 2018.~~

~~During the~~ITEM ~~year ended December 31, 2018, the Company issued 284,258 shares of common stock to St~~7. ~~George~~MANAGEMENT’S ~~pursuant~~DISCUSSION toAND ~~Notices~~ANALYSIS ofOF ~~Exercise of~~FINANCIAL ~~Warrant~~CONDITION ~~received.~~AND ~~The~~RESULTS ~~shares~~OF ~~were issued based upon the cashless exercise provision of the warrant. The Company recorded the shares at their par value of $0.0001, with the offset to additional-paid-in-capital.~~OPERATIONS

35Overview

~~During~~Agritek ~~the~~Holdings Inc. ~~year~~(“the ~~ended~~Company” ~~December~~or 31“Agritek Holdings”) has wholly-owned subsidiaries, ~~2017~~Prohibition Products Inc. (“PPI”) and Agritek Venture Holdings, ~~the~~Inc. ~~Company~~(“AVHI”) ~~issued~~which ~~the~~are ~~following~~inactive. ~~shares~~Agritek ofHoldings ~~common~~provides ~~stock~~strategic ~~upon~~capital and functional expertise to accelerate the ~~conversions~~commercialization of ~~portions~~its diversified portfolio of holdings. The Company is focused on three high-value segments of the cannabis market, including real estate investment, intellectual property brands; and infrastructure, with operations ~~Convertible~~in ~~Notes:~~three U.S. States, Colorado, Florida, California as well as Canada. Agritek Holdings invests its capital via real estate holdings, licensing agreements, royalties and equity in acquisition operations.

Date		Principal Conversion		Interest Conversion		Total Conversion		Conversion Price		Shares Issued		Issued to
	1/10/17	$	73,000	$	5,664	$	78,664	$	3.19		24,660	Cerberus
	1/17/17	$	57,500	$	4,562	$	62,062	$	3.074		20,190	LG
	1/27/17	$	48,129	$	3,914	$	52,043	$	2.552		20,393	Cerberus
	2/8/17	$	60,000	$	5,050	$	65,050	$	2.5868		25,147	LG
	2/27/17	$	26,120	$	2,171	$	28,291	$	2.7698		10,248	Cerberus
	3/10/17	$	40,000	$	3,630	$	43,630	$	2.726		16,005	LG
	3/27/17	$	34,775	$	3,255	$	38,030	$	2.5752		14,768	Cerberus
	3/28/17	$	65,625	$	3,697	$	69,322	$	2.552		27,164	LG
	4/25/17	$	76,081	$	4,752	$	80,833	$	1.9488		41,479	LG
	5/10/17	$	22,000	$	2,199	$	24,199	$	1.60		15,117	Cerberus
	5/10/17	$	20,640	$	9,360	$	30,000	$	1.50		20,000	St Georges
	5/25/17	$	29,052	$	947	$	30,000	$	1.128		26,596	St Georges
	6/6/17	$	32,813	$	2,999	$	35,811	$	1.102		32,497	LG
	6/8/17	$	34,100	$	900	$	35,000	$	1.128		31,029	St Georges
	6/9/17	$	22,000	$	1,500	$	23,500	$	1.102		21,325	Cerberus
	6/29/17	$	48,849	$	1,151	$	50,000	$	1.128		44,327	St Georges
	6/30/17	$	30,625	$	2,960	$	33,585	$	1.16		28,953	LG
	7/17/17	$	37,358	$	733	$	38,091	$	1.128		33,770	St Georges
	7/25/17	$	35,000	$	3,575	$	38,575	$	1.1136		34,640	LG
	7/26/17	$	28,000	$	1,117	$	29,117	$	1.1136		26,147	Cerberus
	8/15/17	$	35,199	$	409	$	35,608	$	1.16		30,697	LG
	8/29/17	$	38,000	$	558	$	38,558	$	1.1716		32,911	LG
	9/19/17	$	34,500	$	665	$	35,165	$	1.6356		21,500	LG
	10/9/17	$	30,000	$	710	$	30,710	$	1.4152		21,701	LG
	10/23/17	$	30,000	$	802	$	30,802	$	1.218		25,290	LG
	11/6/17	$	28,376	$	6,624	$	35,000	$	1.128		31,029	St Georges
	11/6/17	$	19,500	$	1,218	$	20,718	$	1.1716		17,684	LG
	11/13/17	$	35,000	$	2,240	$	37,240	$	1.1716		31,786	Cerberus
	11/14/17	$	26,624	$	428	$	27,052	$	1.128		23,983	St Georges
	11/15/17	$	75.000	$	4,833	$	79,833	$	1.1484		69,517	LG
	12/1/17	$	32,813	$	453	$	33,266	$	1.1484		28,967	LG
	12/5/17	$	16,756	$	1,105	$	17,861	$	1.128		15,835	St Georges
	12/7/17	$	32,813	$	2,567	$	35,380	$	1.1832		29,902	LG
	12/15/17	$	52,000	$	889	$	52,889	$	1.1832		44,700	LG
	12/28/17	$	42,000	$	2,209	$	44,209	$	1.3456		32,855	Cerberus
		$	1,350,247	$	89,846	$	1,440,093				972,798

We provide key business services to the legal cannabis sector including:

In• ~~addition to~~Funding ~~the~~and ~~above,~~Financing ~~during~~Solutions for Agricultural Land and Properties zoned for the ~~year~~regulated ~~ended~~Cannabis ~~December~~Industry. ~~31,~~• ~~2017~~Dispensary and Retail Solutions • Commercial Production and Equipment Build Out Solutions • Multichannel Supply Chain Solutions • Branding, ~~the~~Marketing ~~Company:~~and Sales Solutions of proprietary product lines • Consumer Product Solutions

OnThe ~~January 16, 2017, the~~ Company ~~entered~~intends ~~into~~to abring ~~Business~~its’ ~~Consultant~~array of ~~Agreement~~services ~~(the~~to ~~“BCA”).~~each ~~Pursuant~~new tostate ~~the~~that ~~BCA,~~legalizes the ~~Company~~use ~~issued 25,000 shares~~ of ~~common~~cannabis ~~stock~~according ~~for services~~ to beappropriate ~~provided~~state toand ~~the~~federal ~~Company~~laws. ~~related~~Our toprimary ~~business~~objective is ~~development,~~acquiring ~~product~~commercial ~~marketing,~~properties ~~helping identify~~to ~~mergers~~be ~~and~~utilized ~~acquisition~~in ~~candidates,~~the ~~and~~commercial ~~will~~marijuana ~~consult~~industry ~~with~~as ~~and~~cultivation ~~advise~~facilities ~~the~~in ~~Company~~compliance with onstate ~~matters~~laws. ~~pertaining~~This tois ~~business~~an ~~modeling and~~essential ~~strategic~~aspect ~~alliances.~~of ~~The~~our ~~Company~~overall ~~valued~~growth ~~the~~strategy ~~shares~~because atonce ~~$5.34~~acquired ~~per~~and ~~share~~re-zoned, (the ~~market~~value ~~price~~ of ~~the~~such real ~~common~~property ~~stock)~~is ~~and~~substantially ~~recorded stock~~higher ~~compensation~~than ~~expense~~under ~~for~~ the ~~year~~previous ~~ended~~zoning ~~December~~and ~~31, 2017, of $133,500~~use.

OnOnce ~~January~~properties ~~27,~~are ~~2017,~~identified ~~the~~and ~~Company issued 5,000 shares~~acquired ~~of restricted common stock~~ to ~~Kopelowitz~~be ~~Ostrow~~used ~~P.A.~~for (“purposes KOrelated ~~”) pursuant~~ to athe ~~Debt~~commercial ~~Settlement~~marijuana ~~and~~industry ~~Release~~as ~~Agreement (the~~provided ~~“Debt~~for ~~Settlement”)~~ by ~~and~~state ~~between~~law, ~~the Company~~ and ~~KO.~~we ~~Among~~plan ~~the~~to ~~terms~~create ofvertical channels ~~the~~within ~~Debt~~that ~~Settlement~~legal ~~was~~jurisdiction ~~the~~including ~~forgiveness of~~equipment ~~$24~~financing,~~614~~ ofpayment ~~debt~~processing ~~the~~and ~~Company~~marketing ~~owed~~of KOexclusive ~~for~~brands ~~legal~~ and services ~~provided~~to retail dispensaries.

36The Company’s business focus is primarily to hold, develop and manage real property. The Company shall also provide oversight on every property that is part of its portfolio. This can include complete architectural design and subsequent build-outs, general support, landscaping, general up-keep, and state of the art security systems. At this time, the Company does not grow, process, own, handle, transport, or sell marijuana as the Company is organized and directed to operate strictly in accordance with all applicable state and federal laws. As the legal environment changes in Colorado, California and other states, the Company’s management may explore business opportunities that involve ownership interests in dispensaries and growing operations if and when such business opportunities become legally permissible under applicable state and federal laws.

OnOther January 30, 2017, the Company issued 5,000 shares of common stock to Venture Equity. The Company valued the shares at $6.00 per share (the market price of the common stock) and cancelled of $13,169 of accrued and unpaid fees owed Venture Equity and recorded stock-based compensation expense for the year ended December 31, 2017, of $16,831.Financing

~~Also,~~On ~~on January~~July 30, ~~2017~~2019, the Company ~~issued~~entered ~~50,000~~into an ~~shares~~Equity ofPurchase ~~common~~Agreement ~~stock~~(“Equity toPurchase ~~Mr.~~Agreement”) ~~Friedman.~~and ~~The~~Registration ~~shares~~Rights ~~were~~Agreement ~~issued~~(“Registration ~~for~~Rights Agreement”) ~~services~~with ~~performed as~~a ~~the~~non-affiliated ~~sole~~party, ~~Officer~~a ~~and~~Puerto ~~director~~Rico limited liability company (“Investor”). Under the terms of the ~~Company~~Equity ~~since~~Purchase ~~November~~Agreement, ~~2014.~~the ~~The~~Investor ~~Company~~agreed ~~valued~~to purchase from the ~~shares~~Company atup to $~~6.02~~5,000,000 ~~per~~of ~~share (~~the ~~market~~Company’s common ~~price~~stock upon effectiveness of a registration statement on Form S-1 (the ~~common~~“Registration ~~stock~~Statement”) filed with the U.S. Securities and ~~for~~Exchange Commission (the ~~year~~“Commission”) ~~ended~~and ~~December~~subject ~~31,~~to ~~2017,~~certain ~~recorded~~limitations ~~stock~~and ~~compensation~~conditions ~~expense,~~set ~~management,~~forth ofin the ~~$301,000~~Equity Purchase Agreement.

OnFollowing ~~June~~effectiveness of the Registration 19Statement, ~~2017~~and subject to certain limitations and conditions set forth in the Equity Purchase Agreement, the Company ~~issued~~shall 6have the discretion to deliver put notices to the Investor and the Investor will be obligated to purchase shares of the Company’s common stock,~~596~~ par value $0.0001 per share based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to the Investor in each put notice shall not exceed the lesser of $500,000 or one hundred percent (100%) of the average daily trading volume of the Company’s common stock during the ten (10) trading days preceding the put. Pursuant to the Equity Purchase Agreement, the Investor and its affiliates will not be permitted to purchase and the Company may not put shares of the Company’s common stock to Stthe Investor that would result in a beneficial ownership of the Company’s outstanding common stock exceeding 9.99%. ~~George~~The ~~pursuant~~price of each put share shall be equal to eighty five percent (85%) of the ~~“true-up”~~Market Price (as defined in the Equity Purchase Agreement). Puts may be delivered by the Company to the Investor until the earlier of (i) the date on which the Investor has purchased an aggregate of $5,000,000 worth of common stock under the terms ~~and~~of ~~conditions~~the Equity Purchase Agreement, (ii) July 22, 2022, or (iii) written notice of termination delivered by the ~~St.~~Company ~~George~~to ~~note~~the Investor, subject to certain equity conditions set forth in the Equity Purchase Agreement.

On ~~August 8,~~July ~~2017~~30, ~~the Company issued 10~~2019,~~000~~ ~~shares~~in ofconnection ~~common~~with ~~stock~~its ~~for compensation for services of the Company’s chief operating~~entry ~~officer.~~into ~~The Company valued~~ the ~~shares~~Equity atPurchase ~~$2.46~~Agreement ~~per~~and ~~share (~~the ~~market~~Registration ~~price~~Rights ofAgreement, the ~~common~~Company ~~stock)~~will ~~and~~issue ~~for~~commitment ~~the~~shares ~~year~~(as ~~ended December~~defined ~~31,~~in ~~2017,~~the ~~recorded~~Equity ~~stock~~Purchase ~~compensation~~Agreement) ~~expense,~~to ~~management,~~the ~~of $24,600~~Investor.

OnThe ~~August 8,~~Registration ~~2017,~~Rights Agreement provides that the Company ~~issued~~shall ~~25,000~~(i) ~~shares~~file ofwith ~~common stock for~~ the ~~property~~Commission ~~known as~~ the ~~"420~~Registration ~~Style"~~Statement ~~resort~~by ~~and~~August ~~estate~~15, ~~located~~ in2019; ~~Canada~~and (~~see~~ii) ~~note~~use ~~11).~~its ~~The~~best ~~Company~~efforts to ~~valued~~have the ~~shares~~Registration atStatement ~~$2.46~~declared ~~per~~effective ~~share~~by (the ~~market~~Commission ~~price~~at of the ~~common~~earliest ~~stock)~~possible ~~and~~date ~~has included $61,500~~ (in ~~stock-~~any ~~based~~event, ~~compensation~~by ~~expense for the year ended December 31~~September 21, ~~2017~~2019).

~~All~~As ~~such shares were issued in reliance on the exemption found in Section 4(a)(2)~~ of ~~the~~December ~~Securities~~31, ~~Act of 1933~~2019, asno ~~amended.~~shares ~~Each~~of ~~share~~common ~~recipient~~stock ~~was~~have ~~provided~~been ~~with~~issued ~~access~~under tothe ~~information~~Equity ~~which~~Purchase ~~would be required to be included in a registration statement and such issuances did not involve a public offering~~Agreement.

~~ITEM 6. SELECTED FINANCIAL DATA~~32

~~Not~~Financial ~~applicable to a smaller reporting company.~~Highlights

~~ITEM~~For the year ended December 31, 2019, we utilized 7$1,448,001 to fund our operations, compared to $1,260,492 for year ended December 31, 2018. ~~MANAGEMENT’S~~For ~~DISCUSSION~~the ~~AND~~year ~~ANALYSIS~~ended OFDecember ~~FINANCIAL~~31, ~~CONDITION~~2019, we ~~AND~~received ~~RESULTS~~net OFcash ~~OPERATIONS~~of $1,557,364 from financing activities. As a result, our net cash position increased by $54,848 during the year ended December 31, 2019.

~~The following~~Operating isexpenses ~~management’s~~for ~~discussion~~the ~~and~~year ~~analysis~~ended ~~of certain significant factors that have affected our financial position~~December ~~and~~31, ~~operating~~2019 ~~results~~were ~~during~~$5,827,747, ~~the~~compared ~~periods~~to ~~included in the accompanying consolidated financial statements~~$1,297,054 asfor ~~well as information relating to~~ the ~~plans~~year ofended ~~our~~December ~~current management. This report includes forward-looking statements. Generally~~31, ~~the words “believes~~2018,~~” “anticipates,”~~ ~~“may,”~~an ~~“will,”~~increase ~~“should,”~~of ~~“expect~~$4,~~” “intend~~530,~~” “estimate~~693,” ~~“continue,” and similar expressions~~ or ~~the~~349%. ~~negative~~The increase ~~thereof~~was orprimarily ~~comparable~~attributable ~~terminology are intended~~ to ~~identify forward~~stock-~~looking~~based ~~statements.~~compensation ~~Such~~expense ~~statements~~of ~~are subject to certain risks and uncertainties~~$5,081,166 ~~including the matters set forth~~ in ~~this~~connection ~~report or other reports or documents we file~~ with ~~the~~common ~~Securities~~stock ~~and~~issued ~~Exchange Commission from time~~ to ~~time,~~an ~~which~~employee ~~could~~and ~~cause~~consultants ~~actual~~for ~~results~~services orin ~~outcomes to differ materially from those projected~~2019. ~~Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.~~

~~The independent~~For ~~auditors’ reports on our financial statements for~~ the ~~years~~year ended December 31, ~~2018,~~2019 ~~and~~we ~~2017, includes a “going~~had ~~concern”~~net ~~explanatory~~loss ~~paragraph~~of ~~that~~$8,045,888 ~~describes~~or ~~substantial~~$(0.57) ~~doubt~~per ~~about~~share, ~~our~~as ~~ability~~compared to ~~continue~~$1,412,278, asor ~~a going concern~~$(0.34) ~~Management’s plans~~per inshare ~~regard~~for to the ~~factors~~year ~~prompting~~ended ~~the~~December ~~explanatory~~31, ~~paragraph are discussed below and also in Note 12 to the consolidated financial statements filed herein~~2018.

~~While~~Results ~~our financial statements are presented on the basis that we are a going concern, which contemplates the realization~~ of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time, our auditors have raised a substantial doubt about our ability to continue as a going concern.Operations

37The following table summarizes the results of operations for the years ending December 31, 2019 and 2018 and is based primarily on the comparative audited financial statements, footnotes and related information for the periods identified and should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this annual report.

Results of Operations

	Year Ended December 31,
	2019			2018
Loss from operations	$	(5,827,747	)	$	(1,354,883	)
Other expense, net		(2,218,141	)		(57,395	)
Net loss		(8,045,888	)		(1,412,278	)
Other comprehensive gain (loss):
Unrealized gain (loss) on marketable securities		—			(33,159	)
Comprehensive (loss) gain	$	(8,045,888	)	$	(1,445,437	)

~~For the year ended December 31, 2018, compared to December 31, 2017~~Revenues:

Revenues for the years ended December 31, 2019, and 2018 were nil and $3,339, respectively. Revenues for the year ended December 31, 2018 were comprised of sales of product.

~~Revenues~~Cost ~~for the years ended December 31, 2018, and 2017 were $3,339 and $50,000, respectively. Revenues for the year ended December 31, 2018 were comprised~~ of ~~sales of product and for the year ended December 31, 2017, were comprised of consulting fees of $48,000 and other fees of $2,000.~~Revenue:

~~Cost~~For the years ended December 31, 2019 and 2018, the cost of ~~Sales~~revenue were $0 and $61,168, respectively. The cost of revenue for the year ended December 31, 2018 was comprised of product cost of $8,072, write off obsolete inventory of $23,096 and an allocation of $30,000, or twenty percent (20%) of Mr. Friedman’s management fees.

~~For~~Operating the year ended December 31, 2018, cost of sales were comprised of cost of products sold of $8,072, write off obsolete inventory of $23,056 and an allocation of $30,000, or twenty percent (20%) of Mr. Friedman’s management fees, and for the year ended December 31, 2017, cost of sales was comprised of consulting fees, including an allocation of $30,000, or twenty (20%) percent of the Mr. Friedman’s management fees.Expenses:

~~Operating~~For ~~Expenses~~the year ended December 31, 2019, operating expenses amounted to $5,827,747 as compared to $1,297,054 for the year ended December 31, 2018, an increase of $4,530,693, or 349%. For the years ended December 31, 2019 and 2018, operating expenses consisted of the following:

Operating expenses were $1,297,054 for the year ended December 31, 2018 compared to $1,715,983 for the year ended December 31, 2017. The expenses were comprised of:

	Year Ended December 31,
	2019		2018
Professional fees	$	415,206	$	383,664
Compensation expense		5,123,623		208,365
General and administrative expenses		288,918		705,025
Total	$	5,827,747	$	1,297,054

	Year Ended December 31,
Description	2018		2017
Administration and management fees	$	208,365	$	504,200
Professional and consulting fees		383,664		730,357
Advertising and promotional expenses		60,842		54,927
Rent and occupancy costs		49,166		101,279
Leased property for sub-lease including maintenance costs		294,996		41,546
Travel and entertainment		139,499		136,751
General and other administrative		160,522		146,923
Total	$	1,297,054	$	1,715,983

Professional fees:

~~Administration and~~For ~~management~~the ~~fees for each~~ year ~~include~~ended ~~$120~~December 31,~~000~~ ~~expensed as fees for Mr. Friedman~~2019, ~~and~~ professional fees ~~paid~~increased ~~for~~by ~~administration services of~~ $~~65,415 (including $57,000 related party) and $83,200 (including $48,000 related party) for the years ended December~~ 31,542 ~~2018, and~~or ~~2017~~8%, ~~respectively.~~as ~~The~~compared ~~related party expenses were fees paid~~ to ~~Mrs. Friedman. For~~ the year ended December 31, 2018~~, stock compensation of $22,950 is included in administrative and management fees for the issuance of 8,500 shares of restricted common stock to Mr~~. ~~Friedman.~~ The ~~Company~~increase ~~recorded~~was ~~the~~primarily ~~expense~~attributable ofto ~~$22,950 (based on the market~~an ~~price~~increase ofconsulting ~~the~~fee ~~Company’s common stock of $2.70 per share). Administrative~~ and ~~management~~accounting ~~fees~~services ~~for 2017, include stock compensation expense~~ of $~~301~~61,~~000~~967 ~~for~~offset ~~the~~by ~~issuance~~a ofdecrease ~~50,000~~in ~~shares~~investor ofrelations common stock to Mr. Friedman. The shares were issued for services performed as the sole Officer and director of the Company since November 2014. The Company valued the shares at $6.02 per share (the market price of the common stock) and for the year ended December 31, 2017, recorded stock compensation expense~~, management,~~ of $~~301~~20,~~000~~416. Effective January 1, 2019, the Company has agreed to compensation of $12,500 per month for Mr. Friedman, $7,500 per month for the Company’s Interim CEO and estimates that administration fees will be approximately $7,600 per month at this time.

Professional and consulting fees include stock-based compensation of $97,500 and $220,600 for the years ended December 31, 2018 and 2017, respectively. The stock compensation expense component for the year ended December 31, 2018, was a result of 25,000 shares of common stock issued to Dr. Stephen Holt, for his appointment to the advisory board. The Company recorded an expense of $97,500 (based on the market price of the Company’s common stock of $3.90 per share). The 2017 stock compensation component was comprised of:33

38Compensation expense:

•For ~~The~~the ~~Company~~year ~~issuing~~ended 25December 31,~~000~~ ~~shares~~2019, ofcompensation expense ~~common~~increased ~~stock~~by ~~issued~~$4,915,258 inor ~~January~~2,359%, ~~2017~~as ~~for~~compared ~~services~~ to ~~be provided to~~ the ~~Company~~year ~~related~~ended toDecember ~~business development~~31, ~~product~~2018. ~~marketing,~~The ~~helping~~increase ~~identify~~was ~~mergers~~primarily ~~and~~attributable to ~~acquisition~~stock-based ~~candidates.~~compensation ~~The~~expense ~~Company~~of ~~valued the shares at~~ $5~~.34~~,081,166 ~~per~~in ~~share~~connection ~~(the~~with ~~market price of the~~ common stock) ~~and~~issued ~~recorded~~to ~~stock~~an ~~compensation~~employee ~~expense~~and consultants for ~~the~~services in ~~year ended December 31, 2017, of $133,500~~2019.

•General On August 8, 2017, the Company issued 10,000 shares of common stock for compensation for services of the Company’s chief operating officer. The Company valued the shares at $2.46 per share (the market price of the common stock) and ~~for~~administrative ~~the year ended December 31, 2017, recorded stock compensation expense, management, of $24,600.~~expenses:

•For ~~$61,500~~the ~~for~~year ~~the~~ended ~~issuance~~December of31, 252019,~~000~~ ~~shares~~general and ofadministrative ~~common~~expenses ~~stock~~decreased ~~for~~by ~~the~~$416,107 ~~property~~or ~~known~~59%, as ~~the~~compared ~~"420~~to ~~Style"~~the ~~resort~~year ~~and~~ended ~~estate~~December 31, ~~located in Canada (see note 11)~~2018. The ~~Company~~decrease ~~valued~~was ~~the~~primarily attributable ~~shares~~to atdecreased ~~$2.46~~overhead ~~per~~expenses ~~share (the market price of the common stock) and has included $61,500~~ in ~~stock-~~2019 ~~based~~due ~~compensation~~to ~~expense~~reduced ~~for~~activities ~~the~~compared ~~year~~to ~~ended December 31, 2017~~2018.

~~Professional and~~Loss ~~consulting~~from ~~fees (excluding stock compensation expense) decreased for the year ended December 31, 2018 to $286,164, compared to $510,757 for the year ended December 31, 2017, and is comprised of the following~~Operations:

	Year ended December 31,
	2018		2017
Legal fees	$	75,064	$	324,057
Consulting fees		74,700		29,000
Accounting and auditing fees		74,500		78,000
Investor relation costs (including related of $46,900 and $30,500 for 2018, and 2017, respectively)		61,900		79,700
	$	286,164	$	510,757

For the year ended December 31, 2019, loss from operations amounted to $5,827,747 as compared to $1,354,883 for the year ended December 31, 2018, an increase of $4,472,864, or 330%. The increase was primarily due to changes in discussed above.

~~Legal~~Other fees decreased for the year ended December 31, 2018, as costs incurred related to the Braune and Rodriguez matters (see Note 11 to consolidated financial statements included herein) were significantly higher in the 2017 period. Consulting fees increased for the year ended December 31, 2018, as the Company had engaged various consultants to assist the Company in strategic planning regarding the Company’s current operations and future growth plans.Expense:

~~Advertising and~~For ~~promotional expenses increased for~~ the year ended December 31, ~~2018~~2019, total other expense amounted to $2,218,141 as compared to $57,395 for the year ended December 31, ~~2017~~2018, asan aincrease ~~result~~ of ~~the~~$2,160,746, ~~Company~~or 4,296%. ~~distributing~~The ~~product~~increase ~~samples~~was primarily due to ~~distributors~~an ~~and~~increase ~~dispensaries~~in interest expense of $99,991, increase in ~~California~~loss ason ~~part~~debt extinguishment of $14,112, aincrease ~~marketing~~in ~~campaign~~impairment ~~regarding a~~loss ~~product~~of ~~launch~~$405,803 and ~~introduction~~decrease on gain on derivative liability of $1,693,260 offset by gain on litigation settlement of $59,242.

~~Rent and~~Net ~~occupancy costs were $49,166 and $101,279 for the years ended December 31, 2018, and 2017, respectively. The decreases were primarily due to the 2017 periods included:~~Loss

•For athe ~~five (5)~~ year ~~lease,~~ended ~~beginning~~December ~~February 1~~31, ~~2107~~2019, net ~~for~~loss ~~approximately~~amounted ~~6,000~~to ~~square feet of office space~~$8, ~~comprised of two floors~~045, ~~in San Juan~~888, ~~Puerto~~or ~~Rico~~$0.57 ~~Pursuant~~per toshare ~~the lease~~(basic), ~~the~~compared ~~Company was~~ to ~~pay~~a ~~$3,000~~net ~~per~~loss ~~month for one floor for the first year~~ of ~~the lease. The rent was to increase 3% per year on February beginning in 2018 and an additional 3% per year on each successive February~~ $1, ~~during the term of the lease. The landlord agreed that for the month of February 2017~~412,278, ~~the~~or ~~rent was~~ $~~1,500~~0.34 ~~The rent for the other floor was to be $2,000~~ per ~~month~~share ~~during the term of the lease and the Company did not have any rent payments for the first three months of the lease~~ (~~February 2017 through April 2017~~basic)~~. The Company is straight lining the total lease payments over the term of the lease and~~ , for the year ended December 31, ~~2017~~2018, ~~has~~a ~~recorded~~change of $456,~~017~~633,610, ~~rent~~or ~~expense~~491%. The ~~leases~~increase ~~for~~was ~~the~~primarily ~~second~~due ~~and~~to ~~third~~changes ~~floor were cancelled~~ in ~~September~~discussed ~~2017 as a result of Hurricane Irma~~above. ~~There was no rent expense recorded for these leases for the year ended December 31, 2018.~~

•Comprehensive In December 2016, the Company signed a one- year lease for office space in San Juan, Puerto Rico. The lease required monthly base rent of $800 for the months of December 2016 through February 2017, and $900 per month for the months of March 2017 through November 2017. Effective May 15, 2017, the Company terminated this lease. For the year ended December 31, 2017 the Company has included $4,119 of rent expense related to this lease. The lease was cancelled in September 2017 as a result of Hurricane Irma. There was no rent expense recorded for this lease for the year ended December 31, 2018.Loss:

39As a result of the change in the fair value of our marketable securities, we had $0 gains or losses for the year ended December 31, 2019, compared to a (loss) of $(33,159) for year ended December 31, 2018.

•Liquidity On December 1, 2016, the Company signed a one (1) year lease for a corporate apartment in Puerto Rico for $5,500 per month. For the year ended December 31, 2017, the Company has included $44,000 of rent expense related to this lease. The lease was cancelled in September 2017 as a result of Hurricane Irma. There was no rent expense recorded for these leases for the three and ~~nin3e~~Capital ~~months ended September 30, 2018.~~Resources

~~Leased property~~Liquidity ~~available~~is ~~for~~the ~~sub-lease~~ability ~~and~~of ~~property~~an ~~maintenance~~enterprise ~~costs were $294,995 ($96,000 related) and $41,546 for the years ended~~to ~~December~~generate ~~31,~~adequate ~~2018,~~amounts ~~and 2017, respectively. For the year ended December 31, 2018, the Company made lease payments~~ of ~~$96,000~~cash ~~for their~~to ~~lease~~meet ~~with~~its ~~Mr.~~needs ~~Friedman~~ for, ~~the~~cash ~~"420 Style" resort and estate property approximately one hour outside of Quebec City, Canada~~requirements. ~~For~~We ~~the year ended December 31, 2018, the Company also~~ had ~~renovation~~a ~~and~~working ~~other~~capital ~~expenses~~deficit of $~~169~~5,~~295~~355,872 ~~for~~and ~~this property~~$131,864 asof ~~well~~cash as ~~$29,700~~of ~~for~~December ~~costs~~31, ~~associated~~2019 ~~with acquiring~~ and ~~transferring~~working ~~licenses~~capital ~~related~~deficit ~~to other property the Company leases. The 2017 costs were comprised~~ of ~~leased real estate. On April 28~~$3, ~~2014~~404,005 ~~the~~and ~~Company executed a 10- year lease agreement for 20 acres of an agricultural farming facility located in South Florida. The Company has recorded~~ $3877,~~244~~016 of ~~expense~~cash ~~for~~as ~~the~~of ~~year ended~~ December 31, ~~2017~~2018. ~~The Company is currently in default of the lease agreement, as rents have not been paid for the second year of the lease beginning May 2015.~~

General and other administrative costs for the year ended December 31, 2018, increased to $160,522, from $146,923 for the year ended December 31, 2017. The costs are comprised of public company expenses (including transfer agent fees, filing fees, press releases and other) and general office expenses. The significant expenses is comprised of the following:

							Year Ended December 31, 2019
	December 31, 2019			December 31, 2018			Change			Percentage Change
Working capital deficit:
Total current assets	$	230,614		$	115,709		$	114,905			99	%
Total current liabilities		(5,586,486	)		(3,519,714	)		(2,066,772	)		59	%
Working capital deficit:	$	(5,355,872	)	$	(3,404,005	)	$	(1,951,867	)		57	%

Description	2018		2017
Filing fees and transfer agent fees	$	19,158	$	15,913
Other taxes		7,596		8,182
Depreciation		38,104		15,516
Telephone, internet and website expenses		15,964		39,738
Investor relations		24,311		25,508
Office supplies and expense		8,279		9,866
Other general and other administrative		47,110		32,200
Total	$	160,522	$	146,923

The increase in working capital deficit was primarily attributable to increase in current liabilities of $2,066,772, including a decrease in derivative liabilities of $140,551.

~~Other Income (Expense), Net~~34

~~Other expense,~~Cash net, for the year ended December 31, 2018, was $57,395 compared to $7,423,327 for the year ended December 31, 2017. Other expense, net, for the year ended December 31, 2018, included a decrease in the fair value of derivatives of $2,880,913, offset by interest expense of $2,724,307, the losses on impairment of investments of $131,000, debt settlement loss of $58,759 and a loss on legal matter of $24,242. Other expense, net, for the year ended December 31, 2017, included an increase on the fair value of derivatives of $4,986,057, interest expense of $1,873,198, losses on legal matter and debt settlement of $399,291 and $114,781, respectively and a loss on investments of $50,000.Flows

~~Interest expense~~A ~~increased~~summary inof ~~the~~cash ~~current~~flow ~~period~~activities ~~and~~is ~~was~~summarized as ~~comprised of~~follows:

	Year ended December 31,
	Year Ended December 31,
	2018			2017
	2019			2018
Interest on face value and other	$	206,485		$	92,147
Cash used in operating activities	$	(1,448,001	)	$	(1,260,492	)
Prepayment interest and other		883			65,000
Cash used in investing activities		(54,515	)		(109,323	)
Amortization of note discount		2,407,751			1,587,831
Cash provided by financing activities		1,557,364			1,141,942
Amortization of deferred financing fees		109,188			128,220
Net increase (decrease) in cash	$	54,848		$	(227,873	)
Total	$	2,724,307		$	1,873,198

~~Liquidity and~~Net ~~Capital~~Cash ~~Resources.~~Used in Operating Activities:

~~Liquidity is~~Net ~~the ability of an enterprise to generate adequate amounts of~~ cash toflow ~~meet~~used ~~its~~in ~~needs~~operating ~~for cash requirements. As of December 31,~~activities ~~2018,~~was ~~we had cash and cash equivalents of~~ $771,~~016~~448,001 afor ~~decrease~~the ofyear ~~$227,873,~~ended ~~from $304,889 as of~~ December 31, ~~2017.~~2019 Atas ~~December 31,~~compared ~~2018,~~to ~~we had current liabilities of~~ $~~3,519,714 (including $~~1,~~561~~260,~~232~~492 offor ~~non-cash~~the ~~derivative liabilities)~~year ~~compared~~ended toDecember ~~current assets of $115~~31,~~709~~ ~~which resulted in working capital deficit of $3~~2018,~~404,005.~~ ~~The~~an ~~current liabilities~~increase ~~are mostly comprised~~ of ~~accounts payable~~$187,509 ~~accrued~~or ~~expenses, convertible debt, derivative liabilities and notes payable~~15%.

40· Net cash flow used in operating activities for the year ended December 31, 2019 primarily reflected our net loss of $8,045,888 adjusted for the add-back on non-cash items such as depreciation of $46,336, gain from change of fair value of derivative liability of $1,187,653, stock-based compensation expense of $5,081,166, amortization of debt discount and debt issuance cost of $1,446,119, non-cash default penalty interest of $1,163,135, realized loss on marketable securities of $7,822, loss on debt extinguishment of $72,871, gain on legal settlement of $35,000, impairment loss of $535,803 and changes in operating asset and liabilities consisting primarily of a decrease in prepaid expenses and other current assets of $311,110, a decrease in accounts payable and other liabilities of $125,569 and an increase in other receivable of $96,033.

~~Currently, we~~· ~~have~~Net ~~limited~~cash ~~operating~~flow ~~capital.~~used ~~The~~in ~~Company~~operating ~~anticipates~~activities ~~that~~for itthe ~~will~~year ~~require~~ended aDecember ~~minimum of $2~~31,~~000,000~~ of2018 ~~working~~primarily ~~capital~~reflected ~~to complete~~our ~~substantially~~net ~~all~~loss of ~~its~~$1,412,278 ~~desired~~adjusted ~~business activity~~ for the ~~next~~add-back ~~twelve~~on ~~months,~~non-cash ~~including~~items ~~bringing~~such ~~new~~as ~~products~~depreciation toof ~~market. The~~$38,104, ~~Company~~gain ~~has~~from ~~earned~~change ~~limited~~of ~~revenue~~fair ~~from~~value ~~its~~of ~~business~~derivative ~~operations.~~liability ~~Our~~of ~~current~~$2,407,751, ~~capital~~stock-based ~~and~~compensation ~~our~~expense ~~other~~of ~~existing~~$120,450, ~~resources~~amortization ~~will be~~of ~~sufficient~~debt ~~only~~discount toand ~~provide~~debt aissuance ~~limited~~cost ~~amount~~ of ~~working capital~~$2, ~~and~~516, ~~to date~~937, ~~the~~loss ~~revenues~~on ~~generated~~debt ~~from~~extinguishment ~~our~~of ~~business~~$58,759, ~~operations have~~loss ~~not~~on ~~been~~legal ~~sufficient~~settlement toof ~~fund~~$24,242, ~~our~~impairment ~~operations~~loss orof ~~planned growth. As noted above~~$115,000 weand ~~will~~changes ~~require~~in ~~additional~~operating ~~capital~~asset ~~to continue to operate our business,~~ and toliabilities ~~further~~consisting ~~expand~~primarily ~~our~~of ~~business.~~an Weincrease ~~may~~in beprepaid ~~unable~~expenses toand ~~obtain~~other ~~the~~current ~~additional~~assets ~~capital~~of ~~required. Our~~$41,510, ~~inability~~an toincrease ~~generate~~in ~~capital~~accounts orpayable ~~raise~~and ~~additional~~other ~~funds~~liabilities ~~when~~of ~~required~~$126,852 ~~will~~and ~~have~~an aincrease ~~negative~~in ~~impact~~due onto/from ~~our~~related ~~operations,~~party ~~business development~~of ~~and financial results~~$6,432.

~~For the~~Net ~~year~~Cash ~~ended~~Used ~~December 31, 2018, net cash used~~ in ~~operating~~Investing activities was $1,260,492 compared to $1,228,835 for the year ended December 31, 2017. The Company had a net loss for the year ended December 31, 2018, of $1,412,278 primarily attributable to a gain of $3,386,723 in the change of the fair value of derivative liabilities, offset by non-cash expenses of the initial derivative liability expense of $505,912 on new convertible notes and warrants issued and the amortization of discounts and financing fees on convertible notes of $2,516,937, losses on impairment of investments of $115,000, debt settlement of $58,759 and legal matter of $24,242, depreciation expense of $38,104 and.stock based compensation of $120,450.Activities:

~~The net~~Net ~~loss~~cash ~~for~~used ~~the~~in ~~year~~investing ~~ended~~activities ~~December 31, 2017, of $9,153,310~~ was ~~offset by non- cash expenses of~~ $254,~~223,824~~ 515 for the ~~initial~~year ~~fair value~~ended ofDecember ~~derivative liabilities~~31, ~~the~~2019 ~~change~~as incompared ~~fair~~to ~~values of derivative liabilities of~~ $2109,~~762,231,~~323 for the ~~amortization~~year ofended ~~discounts on~~December ~~convertible notes of $1~~31,~~587,831,~~ ~~stock- based compensation of $520~~2018,~~600~~ ~~and~~a ~~amortization~~decrease of ~~deferred financing costs of~~ $~~128~~54,~~220. Changes~~808, inor ~~operating assets and liabilities that reduced cash used in operating activities were in the aggregate $602,246~~50%.

· During the ~~year~~ ~~ended December 31, 2018, net cash used in investing activities was $109,323 compared to $397,651 for the~~ year ended December ~~31,~~ ~~2017. For the period ending December~~ 31, ~~2018~~2019, ~~the~~we ~~Company~~ purchased ~~furniture and equipment of~~ $34,~~223~~515 ~~compared~~of tofixed ~~$187,651 for~~assets ~~the year ended December 31, 2017. For the years ended December 31, 2018,~~ and ~~2017,~~note ~~the~~receivable ~~Company~~of ~~expended~~ $7520,000 ~~and $210,000, respectively, to invest in two separate five- year exclusive licensing and operation agreements~~.

~~Net~~· ~~cash provided~~During ~~by financing activities was $1,141,942 and $1,864,115 for~~ the ~~years~~year ended December 31, ~~2018~~2019, ~~and~~we ~~2017,~~purchased ~~respectively. The 2018 activity was comprised of proceeds received related to the issuance of convertible promissory notes of~~ $~~925~~34,~~000~~323 ~~and $425,000 related to Stock Purchase Agreements with St. George. The Company also made payments~~ of ~~$178,058~~fixed ofassets ~~principal~~ and ~~accrued~~note ~~interest on~~receivable ~~convertible promissory notes and $30,000 on notes payable. The 2017 activity was comprised~~ of ~~proceeds received related to the issuance of convertible promissory notes of~~ $175,~~678,494 and $545,~~000 ~~related to Stock Purchase Agreements with St~~. ~~George. The Company also made payments of $322,879 on convertible promissory notes and $36,500 on notes payable.~~

~~For~~Cash ~~the~~Provided ~~year ended December 31, 2018, cash and cash equivalents decreased~~ by ~~$227,873~~Financing ~~compared to an increase of $237,629 for the year ended December 31, 2017. Ending cash and cash equivalents at December 31, 2018, was $77,016 compared to $304,889 at December 31, 2017.~~Activities:

~~Off~~Net cash provided by financing activities was ~~Balance~~$1,557,364 ~~Sheet~~for ~~Arrangements~~the year ended December 31, 2019 as compared to $1,141,942 for the year ended December 31, 2018, an increase of $415,422 or 36%.

We· ~~do not~~Net ~~have~~cash ~~any~~provided ~~off-balance~~by ~~sheet~~financing ~~arrangements~~activities ~~that~~for ~~have~~the oryear ~~are~~ended ~~reasonably~~December ~~likely~~31, to2019 ~~have~~consisted aof ~~current~~$1,394,500 orof ~~future~~net ~~effect~~proceeds onfrom ~~our~~convertible ~~financial condition~~debt, ornet ~~results~~of debt issuance costs and proceeds from related party convertible note of ~~operations~~$175,000 and proceeds from sale of common stock of $15,000 offset by related party convertible note repayment of $27,136.

~~Critical Accounting~~· ~~Policies~~Net cash provided by financing activities for the year ended December 31, 2018 consisted of $925,000 of net proceeds from convertible debt, net of debt issuance costs, proceeds from sale of common stock of $425,000 offset by convertible note repayment of $178,058 and non-convertible note repayment of $30,000.

~~Accounting Policies and Estimates~~35

~~The preparation~~Cash of our financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make certain 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. Our management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates as a result of different assumptions or conditions.Requirements

41Our management does not believe that our current capital resources will be adequate to continue operating our company and maintaining our business strategy for more than 12 months from the date of this report. Accordingly, we will have to raise additional capital in the near future to meet our working capital requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to scale down or perhaps even cease the operation of our business.

~~Basis of~~Going ~~Presentation and Principles of Consolidation~~Concern

The ~~accompanying~~ consolidated financial statements ~~are~~have been prepared inon ~~accordance~~a ~~with~~going ~~Generally~~concern ~~Accepted~~basis, ~~Accounting~~which ~~Principles~~contemplates inthe realization of assets and the ~~United~~ ~~States~~settlement of ~~America~~liabilities ~~("US~~and ~~GAAP")~~commitments in the normal course of business. ~~The~~As reflected in the accompanying consolidated financial statements, of the Company ~~include the~~had ~~consolidated~~net ~~accounts~~ loss of ~~Agritek~~$8,045,888 and ~~its~~$1,412,278 ~~wholly~~for ~~owned~~the ~~subsidiaries~~years ~~AVHI~~ended December 31, ~~Prohibition~~2019 ~~Products~~and 2018, ~~Inc~~respectively. ~~(“PPI”)~~The net cash used in operations were $1,448,001 and $1,260,492 for the ~~American~~years ~~Hemp~~ended ~~Trading~~December ~~Company~~31, ~~Inc~~2019 and 2018, respectively. Additionally, athe ~~Colorado~~Company ~~corporation~~had ~~(dba~~an 77accumulated deficit ~~Acres~~of $35,036,243 ~~Inc.).~~and ~~PPI~~$26,990,355 aat ~~Florida~~December ~~corporation~~31, ~~was~~2019 ~~originally formed~~and onDecember ~~July~~31, 12018, ~~2013~~respectively, ashad ~~The~~a ~~American~~working ~~Hemp~~capital ~~Trading~~deficit of ~~Company~~$5,355,872 ~~Inc.~~at December 31, a2019, ~~Florida~~had ~~corporation~~no ~~(“Hemp~~revenues ~~FL”)~~from operations in 2019 and 2018, and we defaulted on ~~August~~our debt. Management ~~27,~~believes ~~2014,~~that ~~Hemp~~these FLmatters ~~changed~~raise ~~its~~substantial ~~name~~doubt about the Company’s ability to ~~PPI.~~continue ~~All~~as ~~intercompany~~a ~~accounts~~going ~~and~~concern ~~transactions~~for ~~have~~twelve months ~~been~~from ~~eliminated~~the inissuance ~~consolidation~~date of this report.

~~Revenue~~Management cannot provide assurance that we ~~Recognition~~will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that our capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the issuance date of this report. The Company will seek to raise capital through additional debt and/or equity financings to fund its operations in the future.

~~Effective January~~Although ~~1, 2018,~~ the Company ~~adopted~~has ~~ASC~~historically ~~606~~raised capital ~~— Revenue~~ from ~~Contracts~~issuance ~~with~~of ~~Customers.~~promissory ~~Under ASC 606~~notes, ~~the~~there ~~Company~~is ~~recognizes revenue~~no ~~from~~assurance ~~the~~that ~~commercial~~it ~~sales~~will ofbe ~~products,~~able ~~licensing~~to ~~agreements~~continue ~~and contracts~~ to ~~perform~~do ~~pilot~~so. ~~studies~~If bythe ~~applying~~Company ~~the~~is ~~following~~unable ~~steps:~~to ~~(1)~~raise ~~identify~~additional ~~the~~capital ~~contract~~or ~~with~~secure aadditional ~~customer;~~lending ~~(2) identify the performance obligations~~ in the ~~contract;~~near ~~(3)~~future, ~~determine~~management ~~the transaction~~expects ~~price;~~that ~~(4) allocate~~ the ~~transaction~~Company ~~price~~will need to ~~each performance obligation in the contract; and (5) recognize revenue~~curtail ~~when~~or ~~each~~cease ~~performance obligation is satisfied~~operations. ~~For~~These ~~the~~consolidated ~~comparative~~financial ~~periods,~~statements ~~revenue~~do ~~has~~ not ~~been~~include ~~adjusted~~any ~~and~~adjustments ~~continues~~related to ~~be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when~~ the ~~following~~recoverability ~~criteria~~and ~~are met:~~classification ~~(1) persuasive evidence~~ of anrecorded ~~arrangement~~asset ~~exists;~~amounts ~~(2)~~and ~~the~~classification ~~performance~~ of ~~service~~liabilities ~~has~~that ~~been~~might ~~rendered~~be tonecessary ashould ~~customer or delivery has occurred; (3)~~ the ~~amount~~Company ofbe ~~fee~~unable to becontinue ~~paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. There was no impact on the Company’s financial statements~~ as a ~~result~~going ~~of adopting Topic 606 for the years ended December 31, 2018 and 2017~~concern.

~~Use of~~Additional ~~Estimates~~Purchaser Rights and Company Obligations

The ~~preparation~~ ofSecurities ~~consolidated~~Purchase ~~financial~~Agreements ~~statements~~include additional inpurchaser ~~conformity~~rights ~~with~~and ~~accounting~~Company ~~principles~~obligations ~~generally~~including ~~accepted~~obligations inon the ~~United~~Company ~~States of~~to ~~America~~reimburse ~~requires~~the ~~management~~Purchasers tofor ~~make~~legal fees ~~estimates~~ and ~~assumptions~~expenses, ~~that~~satisfy ~~affect~~ the ~~reported~~current ~~amounts~~public ofinformation ~~assets~~requirements ~~and~~under ~~liabilities~~SEC ~~and disclosures~~Rule of144(c), ~~contingent~~obligations ~~assets~~on ~~and~~the ~~liabilities~~Company atwith respect to the ~~date~~use of proceeds from the ~~consolidated~~sale ~~financial~~of ~~statements~~securities and ~~the~~Purchaser ~~reported~~rights ~~amount of~~to ~~revenues~~participate ~~and~~in ~~expenses~~future ~~during~~Company ~~the~~financings. ~~reported~~Reference should ~~period.~~be ~~Actual~~made ~~results~~to ~~could~~the ~~differ~~full ~~from~~text ~~those~~of ~~estimates~~the Securities Purchase Agreement.

~~Cash and~~Common ~~Cash~~Stock ~~Equivalents~~for Debt Conversion

~~The~~During the year ended December 31, 2019, the Company ~~considers~~issued ~~all~~an ~~highly~~aggregate ~~liquid~~of ~~investments~~3,270,943 ~~with~~shares of its common stock upon the conversion of principal note balances of $398,719. These shares of common stock had an ~~original~~aggregate ~~term~~fair value $471,590 and the difference between the aggregate fair value and the aggregate converted amount of ~~three~~$398,719 ~~months~~resulted orin ~~less~~a toloss beon ~~cash~~debt ~~equivalents~~extinguishment of $72,871.

~~Accounts~~During the year ended December 31, 2018, the ~~Receivable~~Company issued an aggregate of 1,676,665 shares of its common stock upon the conversion of principal note balances and accrued interest of $947,501. These shares of common stock had an aggregate fair value $1,006,260 and the difference between the aggregate fair value and the aggregate converted amount of $947,501 resulted in a loss on debt extinguishment of $58,759.

~~The Company~~Future records accounts receivable from amounts due from its customers upon the shipment of products. The allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience. While management uses the best information available to make its evaluations, this estimate is susceptible to significant change in the near term. As of December 31, 2018, and December 31, 2017, based on the above criteria, the Company has an allowance for doubtful accounts of $43,408.Financings

~~Inventory~~We will require additional financing to fund our planned operations. We currently do not have committed sources of additional financing and may not be able to obtain additional financing particularly, if the volatile conditions of the stock and financial markets, and more particularly the market for early development stage company stocks persist.

~~Inventory~~There can be no assurance that additional financing iswill ~~valued~~be atavailable ~~the~~to ~~lower~~us ofwhen ~~cost~~needed or, ~~market~~if ~~value.~~available, ~~Cost~~that isit ~~determined~~can ~~using~~be ~~the~~obtained ~~first~~on incommercially ~~first~~reasonable ~~out~~terms. ~~(FIFO)~~If ~~method.~~we ~~Provision~~are ~~for~~not ~~potentially~~able ~~obsolete~~to orobtain ~~slow-~~the ~~moving~~additional ~~inventory~~financing on a timely basis, if and when it is ~~made~~needed, ~~based~~we onwill ~~management~~be ~~analysis~~forced to further delay or ~~inventory~~further ~~levels~~scale down ~~and~~some ~~future~~or ~~sales~~all ~~forecasts~~of our activities or perhaps even cease the operations of the business.

~~Notes~~Since inception we have funded our operations ~~receivable~~primarily through equity and debt financings and we expect that we will continue to fund our operations through the equity and debt financing, either alone or through strategic alliances. If we are able to raise additional financing by issuing equity securities, our existing stockholders’ ownership will be diluted. Obtaining commercial or other loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

AsThere is no assurance that we will be able ofto ~~December~~maintain 31operations at a level sufficient for an investor to obtain a return on his, ~~2018~~her, ~~the~~or ~~Company~~its ~~has~~investment ~~recorded~~in ~~notes~~our ~~receivable~~common ~~the~~stock. Further, ~~following:~~we may continue to be unprofitable.

~~• $170,000 pursuant to a five (5) year operational and exclusive licensing agreement with a third party who leases a 15,000-sq. ft. approved cultivation facility located in San Juan, Puerto Rico.~~36

42Critical Accounting Policies

~~Impairment~~We have identified the following policies as ofcritical ~~Long-Lived~~to ~~Assets~~our business and ~~Long-Lived~~results ~~Assets~~of operations. Our reported results are impacted by the application of the following accounting policies, certain of which require management to bemake ~~Disposed~~subjective or complex judgments. These judgments involve making estimates about the effect of matters that are inherently uncertain and may significantly impact quarterly or annual results of operations. For all of these policies, management cautions that future events rarely develop exactly as expected, and the best estimates routinely require adjustment. Specific risks associated with these critical accounting policies are described in the following paragraphs.

~~We evaluate~~Use ~~long-lived assets and identifiable intangible assets with finite useful lives in accordance with ASC 350-30 and ASC 360 (formerly SFAS No. 144, Accounting for the Impairment or Disposal~~ of Long-Lived Assets), and accordingly, management reviews our long-lived assets and identifiable intangible assets with finite useful lives for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. We recognize an impairment loss when the sum of the future undiscounted net cash flows expected to be realized from the asset is less than its carrying amount. If an asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Considerable judgment is necessary to estimate the fair value of the assets and accordingly, actual results could vary significantly from such estimates. Our most significant estimates and judgments relating to the long-lived asset impairments include the timing and amount of projected future cash flows.Estimates

~~Fair~~The preparation of the consolidated financial ~~Value~~statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of ~~Financial~~assets ~~Instruments~~and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the year ended December 31, 2019 and 2018 include the useful life of property and equipment, valuation of right-of-use (“ROU”) assets and operating lease liabilities, impairment of long-term assets, estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions and the valuation of derivative liabilities.

Fair ~~value~~ ~~measurements~~Value are determined under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of ~~the~~Financial ~~reporting~~Instruments ~~entity (“observable inputs”)~~ and ~~the reporting entity’s own assumptions~~ ~~about~~Fair ~~market~~Value ~~participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”).~~Measurements

FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value isas the price that would be received to sell an asset or ~~would be~~ paid to transfer a liability ~~(i.e., the “exit price”)~~ in an orderly transaction between market participants at the measurement date. InFASB ~~determining~~ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the ~~Company~~fair ~~primarily~~value of financial ~~uses~~instruments ~~prices~~are ~~and~~based ~~other~~on ~~relevant~~pertinent information ~~generated~~available byto ~~market~~the ~~transactions~~Company ~~involving~~on ~~identical~~December or31, ~~comparable~~2019. ~~assets~~Accordingly, ~~(“market~~the estimates presented ~~approach”).~~in ~~The~~these ~~Company~~financial ~~also~~statements ~~considers~~are not necessarily indicative of the ~~impact~~amounts that could be realized on disposition of athe ~~significant~~financial instruments. ~~decrease~~FASB inASC ~~volume~~820 ~~and~~specifies ~~level~~a hierarchy of ~~activity~~valuation ~~for~~techniques anbased ~~asset~~on whether the inputs to those valuation techniques are observable or ~~liability~~unobservable. ~~when~~Observable ~~compared~~inputs ~~with~~reflect ~~normal~~market ~~activity~~data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to ~~identify~~unadjusted ~~transactions~~quoted ~~that~~prices ~~are~~in ~~not~~active ~~orderly~~markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

~~The highest~~Level ~~priority~~1—Inputs isare ~~given to~~ unadjusted quoted prices in active markets for identical assets (or liabilities available at the measurement date. Level 12—Inputs ~~measurements)~~are unadjusted quoted prices for similar assets and ~~the~~liabilities ~~lowest priority~~in toactive ~~unobservable~~markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs ~~(Level~~other 3than ~~measurements)~~quoted prices that are observable, and inputs derived from or corroborated by observable market data. ~~Securities~~Level 3—Inputs are ~~classified~~unobservable ininputs ~~their~~which ~~entirety~~reflect ~~based~~the reporting entity’s own assumptions on what assumptions the ~~lowest~~market ~~level of~~participants ~~input~~would ~~that~~use isin ~~significant~~pricing tothe asset or liability based on the ~~fair~~best ~~value~~available ~~measurement~~information.

~~The three hierarchy~~Derivative ~~levels are defined as follows:~~ Liabilities

~~Level 1 – Quoted~~The Company has certain financial instruments ~~prices~~that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in ~~active~~accordance ~~markets~~with ASC 815-40 (formerly EITF 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock). This accounting treatment requires that isthe ~~unadjusted~~carrying amount of any embedded derivatives be recorded at fair value at issuance and ~~accessible~~marked-to-market at ~~the~~each ~~measurement~~balance sheet date. ~~for~~In ~~identical~~the event that the fair value is recorded as a liability, ~~unrestricted~~as ~~assets~~is the case with the Company, the change in the fair value during the period is recorded as either other income or ~~liabilities;~~ expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on debt extinguishment.

~~Level 2 – Quoted~~In July 2017, FASB issued ASU No. 2017-11, ~~prices~~Earnings ~~for~~Per ~~identical~~Share ~~assets~~(Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and ~~liabilities~~Hedging in(Topic ~~markets~~815): ~~that~~(Part I) ~~are~~Accounting ~~not~~for ~~active,~~Certain ~~quoted~~Financial ~~prices~~Instruments with Down Round Features. These amendments simplify the accounting for ~~similar~~certain financial ~~assets~~instruments ~~and~~with ~~liabilities~~down-round infeatures. The amendments require companies to disregard the down-round feature when assessing ~~active~~whether ~~markets~~the instrument is indexed to its own stock, for purposes of determining liability or equity classification. The guidance was adopted as of January 1, 2019 and the Company elected to record the effect of this adoption retrospectively to outstanding financial instruments ~~for~~with a down round feature by means of a cumulative-effect adjustment to the condensed consolidated balance sheet as of the beginning of 2019, the period which ~~significant~~the ~~inputs~~amendment ~~are~~is ~~observable~~effective. The Company adopted ASU No. ASU No. 2017-11 in the first quarter of 2019, ~~either~~and ~~directly~~the oradoption ~~indirectly;~~ did not have any impact on its consolidated financial statement and there was no cumulative effect adjustment.

~~Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.~~37

~~Credit risk~~Revenue adjustments are applied to reflect the Company’s own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the Company’s own credit risk as observed in the credit default swap market.Recognition

~~The Company's~~In ~~financial~~May ~~instruments~~2014, ~~consist~~FASB ~~primarily~~issued ofan ~~cash~~update Accounting Standards Update, ~~accounts~~ASU ~~receivable~~2014-09, ~~notes~~establishing ~~receivable~~ASC 606 - Revenue from Contracts with Customers. ASU 2014-09, ~~accounts~~as ~~payable~~amended ~~and~~by ~~accrued~~subsequent ~~expenses~~ASUs on the topic, ~~note~~establishes ~~payable~~a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and ~~convertible~~supersedes ~~debt~~most of the existing revenue recognition guidance. ~~The~~This ~~carrying amounts~~standard, ofwhich ~~such~~is ~~financial~~effective ~~instruments~~for ~~approximate~~interim and ~~their~~annual ~~respective~~reporting periods in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict ~~estimated~~the ~~fair~~transfer ~~value~~of ~~due~~promised goods or services to customers in an amount that reflects the ~~short-term~~consideration ~~maturities~~to ~~and~~which ~~approximate~~the ~~market~~entity ~~interest~~expects to ~~rates~~be ofentitled ~~these~~in ~~instruments~~exchange for those goods or services and also requires certain additional disclosures. The Company adopted this ~~estimated~~standard ~~fair~~on ~~value~~January is1, 2018 using the modified retrospective approach, which requires applying the new standard to all existing contracts not ~~necessarily~~yet ~~indicative~~completed as of the ~~amounts~~effective date and recording a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Based on an evaluation of the impact ASU 2014-09 will have on the Company’s ~~would~~sources of ~~realize~~revenue, inthe aCompany ~~current~~has ~~market~~concluded ~~exchange~~that orASU 2014-09 did not have any impact on the process for, timing of, and presentation and disclosure of revenue recognition from customers and there was no cumulative effect adjustment. The Company does not have ~~future~~revenues ~~earnings~~from orcontinuing ~~cash~~operations ~~flows~~in 2019 and minimal in 2018.

~~Earnings (Loss)~~Stock-Based ~~Per Share~~Compensation

~~Earnings (loss)~~Stock-based ~~per~~compensation ~~share~~is ~~are~~accounted ~~computed~~for inbased on ~~accordance~~the ~~with~~requirements ~~ASC~~of ~~260,~~the ~~"Earnings per~~ Share".-Based ~~Basic~~Payment ~~earnings~~Topic ~~(loss)~~of ~~per~~ASC ~~share~~718 iswhich ~~computed by~~requires ~~dividing~~recognition ~~net~~in ~~income~~the ~~(loss),~~financial ~~after~~statements ~~deducting~~of ~~preferred~~the ~~stock~~cost of ~~dividends~~employee ~~accumulated~~and ~~during~~director ~~the~~services ~~period,~~received byin ~~the~~exchange ~~weighted-average number~~for ofan ~~shares~~award of ~~common~~equity ~~stock~~instruments ~~outstanding~~over ~~during~~the ~~each~~ period. ~~Diluted~~the ~~earnings~~employee ~~per~~or ~~share~~ director is ~~computed~~required byto ~~dividing~~perform ~~net income by~~ the ~~weighted-average~~services ~~number~~in ofexchange ~~shares~~for ofthe ~~common~~award ~~stock~~(presumptively, ~~common~~the ~~stock~~vesting ~~equivalents~~period). ~~and~~The ~~other~~ASC ~~potentially~~also ~~dilutive~~requires ~~securities,~~measurement ifof ~~any, outstanding during~~ the ~~period.~~cost As of ~~December~~employee ~~31,~~and ~~2018,~~director ~~there~~services ~~were~~received ~~warrants~~in ~~and~~exchange ~~options~~for toan ~~purchase~~award ~~249,478~~based ~~shares~~on ~~of common stock and~~ the ~~Company’s~~grant-date ~~outstanding~~fair ~~convertible~~value ~~debt is convertible into approximately 5,292,896 shares~~ of ~~common stock. These amounts are not included in~~ the ~~computation of dilutive loss per share because their impact is antidilutive~~award.

43Through March 31, 2018, pursuant to ASC 505-50 - Equity-Based Payments to Non-Employees, all share-based payments to non-employees, including grants of stock options, were recognized in the consolidated financial statements as compensation expense over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Black Scholes valuation model, the Company periodically reassessed the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and the Company adjusts the expense recognized in the consolidated financial statements accordingly. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but entities may not adopt prior to adopting the new revenue recognition guidance in ASC 606. The Company adopted ASU No. 2018-07 in January 1, 2019, and the adoption did not have any impact on its consolidated financial statements.

~~Accounting for Stock-Based Compensation~~ Leases

~~The Company~~In ~~accounts~~February ~~for~~2016, ~~stock~~the ~~awards~~Financial ~~issued~~Accounting Standards toBoard ~~non-employees~~(“FASB”) inissued ~~accordance~~ASU ~~with ASC 505~~2016-5002, ~~Equity-Based~~Leases ~~Payments~~(Topic ~~to Non-Employees~~842). The ~~measurement~~updated ~~date~~guidance isrequires ~~the~~lessees ~~earlier~~to ofrecognize lease ~~(1)~~assets ~~the~~and ~~date~~lease atliabilities ~~which a commitment~~ for ~~performance~~most byoperating ~~the~~leases. ~~counterparty~~In ~~to earn the equity instruments is reached~~addition, ~~or (2)~~ the ~~date~~updated atguidance ~~which~~requires ~~the~~that ~~counterparty's~~lessors ~~performance~~separate lease isand ~~complete. Stock awards granted to~~ non-~~employees are~~lease ~~valued~~components atin ~~their~~a ~~respective~~contract ~~measurement~~in ~~dates~~accordance ~~based~~with on the ~~trading~~new ~~price~~revenue ofguidance ~~the Company’s common stock and recognized as expense during the period~~ in ~~which~~ASC ~~services are provided~~606. ~~For~~The ~~the~~updated ~~years~~guidance ~~ended~~is ~~December~~effective for ~~31,~~interim ~~2018,~~ and ~~2017,~~annual ~~the~~periods ~~Company~~beginning ~~recorded stock-~~after ~~based~~December ~~compensation of $120~~15,~~450~~ ~~and $520,600, respectively~~2018.

~~The~~On January 1, 2019, the Company adopted ASU No. 2016-02, ~~independent~~applying ~~auditors’~~the ~~reports~~package onof ~~our~~practical ~~financial~~expedients ~~statements~~to ~~for~~leases that commenced before the ~~years~~effective ~~ended~~date ~~December~~whereby ~~31,~~the ~~2018~~Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and; ~~2017~~(ii) ~~includes~~initial adirect ~~“going~~costs for any ~~concern”~~existing ~~explanatory~~leases. ~~paragraph~~For ~~that~~contracts ~~describes~~entered ~~substantial~~into ~~doubt~~on ~~about~~or ~~our~~after ~~ability~~the toeffective ~~continue~~date, asat the inception of a ~~going~~contract ~~concern~~the Company assessed whether the contract is, or contains, a lease. ~~Management~~The Company’s assessment is based on: (1) whether the contract involves the ~~plans~~use inof ~~regard~~a distinct identified asset, (2) whether we obtain the right to substantially all the ~~factors~~economic ~~prompting~~benefit from the ~~explanatory~~use ~~paragraph~~of the ~~are~~asset ~~discussed~~throughout ~~below~~the period, and ~~also~~(3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in ~~Note~~the 10contract to each lease component based on its relative stand-alone price to determine the ~~consolidated~~lease payments. ~~financial~~The ~~statements~~Company ~~filed~~has ~~herein~~elected not to recognize right-of-use (“ROU”) assets and lease liabilities for short-term leases that have a term of 12 months or less. Leases entered into prior to January 1, 2019, are accounted for under ASC 840 and were not reassessed. We have elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less.

~~While~~Operating lease ROU ~~our~~assets ~~financial~~represents ~~statements~~the ~~are~~right ~~presented~~to onuse the ~~basis~~leased ~~that~~asset wefor ~~are~~the alease ~~going~~term ~~concern,~~and ~~which~~operating ~~contemplates~~lease liabilities are recognized based on the ~~realization~~present value of ~~assets~~the future minimum lease payments over the lease term at commencement date. As most leases do not provide ~~and~~an implicit rate, the ~~satisfaction~~Company ofuse ~~liabilities~~an incremental borrowing rate based on the information available at the adoption date in determining the ~~normal~~present ~~course~~value of ~~business~~future ~~over~~payments. aLease ~~reasonable~~expense ~~length~~for ofminimum ~~time,~~lease ~~our~~payments ~~auditors~~is ~~have~~amortized ~~raised~~ on a ~~substantial~~straight-line ~~doubt~~basis ~~about~~over ~~our~~the ~~ability~~lease term toand ~~continue~~is asincluded ain ~~going~~general ~~concern~~and administrative expenses in the condensed consolidated statements of operations.

~~ITEM 7A.~~Off ~~QUANTITATIVE~~Balance ~~AND~~Sheet ~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Arrangements

~~Not~~We have no off-balance ~~required~~sheet ~~for~~arrangements ~~smaller~~that ~~reporting~~have ~~companies~~or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.

~~ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~38

~~See~~ITEM ~~Index to~~7A. ~~Financial~~QUANTITATIVE ~~Statements~~AND ~~and~~QUALITATIVE ~~Financial~~DISCLOSURES ~~Statement~~ABOUT ~~Schedules~~MARKET ~~appearing on pages F-1 to F-12 of this annual report on Form 10-K.~~ RISK

~~ITEM 9.~~Not ~~CHANGES~~required INfor ~~AND~~smaller ~~DISAGREEMENTS~~reporting ~~WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~companies.

~~None~~ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

~~ITEM~~See Index to Financial Statements and Financial ~~9A.~~Statement ~~CONTROLS~~Schedules ~~AND~~appearing ~~PROCEDURES~~on pages F-1 to F-25 of this annual report on Form 10-K.

~~Evaluation of~~ITEM ~~Disclosure~~9. ~~Controls~~CHANGES ~~and~~IN ~~Procedures~~AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

A review and evaluation was performed by the Company’s management, including the Company’s Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”), as of the end of the period covered by this annual report on Form 10-K, of 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 reportNone. Based on that review and evaluation, the CEO and CFO have concluded that as of December 31, 2018, disclosure controls and procedures were not effective at ensuring that the material information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported as required in the application of SEC rules and forms.

~~Management’s Report~~ITEM on9A. ~~Internal~~CONTROLS ~~Controls~~AND ~~over Financial Reporting~~PROCEDURES

~~Our~~Disclosure ~~management is~~Controls ~~responsible for establishing~~ and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a set of processes designed by, or under the supervision of, a company’s principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:Procedures

44We maintain “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e), promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer to allow timely decisions regarding required disclosure. Our management, with the participation of our principal executive officer and principal financial officer, evaluated our company’s disclosure controls and procedures as of the end of the period covered by this annual report on Form 10-K. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of December 31, 2019, our disclosure controls and procedures were not effective. The ineffectiveness of our disclosure controls and procedures was due to material weaknesses, which we identified, in our report on internal control over financial reporting.

•Management’s ~~Pertain~~Report to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition of our assets; • Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and • 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~~Internal ~~financial~~Controls over ~~statements.~~Financial Reporting

~~Because of~~Our ~~its~~management, ~~inherent~~including ~~limitations,~~our ~~internal~~principal ~~control~~executive officer ~~over~~and principal financial ~~reporting~~officer, ~~may~~is ~~not~~responsible ~~prevent~~for orestablishing ~~detect~~and ~~misstatements.~~maintaining Itadequate ~~should~~internal becontrol ~~noted~~over financial ~~that~~reporting ~~any~~(as ~~system~~defined ofin ~~internal~~Rule ~~control,~~13a-15(f) ~~however~~under ~~well~~the ~~designed~~Exchange ~~and~~Act). ~~operated~~Our management, ~~can~~with ~~provide~~the ~~only~~participation ~~reasonable,~~of our principal executive officer and ~~not~~principal ~~absolute~~financial officer, ~~assurance that~~evaluated the ~~objectives~~effectiveness of ~~the~~our ~~system~~internal ~~will~~control beover ~~met.~~financial ~~Also,~~reporting ~~projections~~as of ~~any~~December 31, 2019. Our management’s evaluation of ~~effectiveness~~our tointernal ~~future~~control ~~periods~~over ~~are~~financial ~~subject to~~reporting was based on the ~~risk~~framework ~~that~~in ~~controls~~Internal Control-Integrated ~~may~~Framework ~~become~~(2013), ~~inadequate~~issued ~~because~~by the Committee of ~~changes~~Sponsoring inOrganizations ~~conditions~~of the Treadway Commission. Based on this evaluation, orour ~~that~~management ~~the~~concluded ~~degree~~that as of ~~compliance~~December ~~with~~31, ~~the~~2019, ~~policies or~~our ~~procedures~~internal ~~may~~control ~~deteriorate~~over financial reporting was not effective.

~~Our~~The ~~CEO and~~ineffectiveness ~~CFO have evaluated the effectiveness~~ of our internal control over financial reporting aswas ~~described~~due into ~~Exchange Act Rules 13a-15(e) and 15d-15(e) as of~~ the ~~end~~following ofmaterial ~~the~~weaknesses ~~period~~which ~~covered~~we byidentified ~~this report based upon criteria established~~ in ~~“Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) . As a result of this evaluation, we concluded that~~ our internal control over financial ~~reporting was not effective as of December 31, 2018,~~ ~~as described below.~~reporting:

We assessed the effectiveness of the Company’s internal control over financial reporting as of evaluation date and identified the following material weaknesses:

	(1)	the lack of multiples levels of management review on complex accounting and financial reporting issues, and business transactions,

	(2)	a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function as a result of our limited financial resources to support hiring of personnel and implementation of accounting systems, and

	(3)	a lack of operational controls and lack of controls over assets by the acquired subsidiaries.

	(4)	We do not have written documentation of formal procedures for the identification and approval of related party transactions.

We expect to be materially dependent upon third ~~Lack~~parties ofto ~~Control~~provide ~~Procedures~~us :with ~~Due~~accounting consulting services related to accounting services for the ~~Company~~foreseeable ~~not~~future. ~~having~~We ~~formal~~believe this ~~Control~~will ~~procedures~~be ~~related~~sufficient to remediate the ~~approval~~material ofweaknesses related to our accounting discussed above. Until such time as we have ~~party~~a ~~transactions~~chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures will not result in errors in our consolidated financial statements which could lead to a restatement of those financial statements.

~~Insufficient Resources:~~A Wematerial ~~have~~weakness anis ~~inadequate~~a ~~number~~deficiency ofor ~~personnel~~a ~~with~~combination of ~~requisite~~control ~~expertise~~deficiencies in ~~the~~internal ~~key~~control ~~functional~~over ~~areas~~financial reporting such that there is a reasonable possibility that a material misstatement of ~~finance~~our ~~and~~annual ~~accounting~~or interim financial statements will not be prevented or detected on a timely basis.

~~Inadequate Segregation of Duties : We have an inadequate number of personnel to properly implement control procedures.~~39

~~Lack of~~Limitations ~~Audit~~on ~~Committee:~~Effectiveness ~~We do not have a functioning audit committee, resulting in lack~~ of ~~independent oversight in the establishment and monitoring of required internal controls and procedures.~~Controls

WeOur ~~are~~principal ~~committed~~executive officer and principal tofinancial ~~improving~~officer ~~the~~do ~~internal~~not expect that our disclosure controls ~~and~~or our internal control over financial reporting will ~~(1)~~prevent ~~consider~~all errors toand ~~use~~all ~~third~~fraud. ~~party~~A ~~specialists~~control tosystem, ~~address~~no ~~shortfalls~~matter inhow ~~staffing~~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 ~~assist~~their uscosts. ~~with~~Because ~~accounting~~of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and ~~finance~~instances ~~responsibilities~~of fraud, if ~~(2)~~any, ~~increase~~within our company have been detected. These inherent limitations include the ~~frequency~~realities ofthat ~~independent~~judgments ~~reconciliations~~in decision-making can be faulty, and that breakdowns can occur because of ~~significant~~a simple error or mistake. Additional controls can be circumvented by the ~~accounts~~individual ~~which~~acts ~~will~~of ~~mitigate~~some persons, by collusion of two or more people, or by management override of the ~~lack~~controls. The design of ~~segregation~~any system of ~~duties~~controls ~~until~~also ~~there~~is ~~are~~based ~~sufficient~~in ~~personnel~~part upon certain assumptions about the likelihood of future events, and ~~(3)~~there ~~may~~can ~~consider~~be ~~appointing~~no assurance ~~additional~~that ~~outside~~any ~~directors~~design ~~and~~will ~~audit~~succeed ~~committee~~in ~~members~~achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the ~~future~~degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

WeThis ~~have discussed~~annual ~~the~~report ~~material~~does ~~weakness~~not ~~noted~~include ~~above~~an ~~with~~attestation report of our ~~independent~~ registered public accounting firm. ~~Due~~regarding tointernal ~~the~~control ~~nature~~over offinancial ~~these material~~reporting. ~~weaknesses,~~Management’s ~~there~~report was isnot asubject ~~more~~to ~~than~~attestation ~~remote~~by ~~likelihood~~the ~~that~~company’s ~~misstatements~~registered ~~which~~public ~~could~~accounting befirm ~~material~~pursuant to ~~the~~SEC ~~annual~~rules orthat ~~interim~~permit us to ~~financial~~provide ~~statements~~only ~~could~~management’s ~~occur~~report ~~that~~on ~~would~~internal ~~not~~control beover ~~prevented~~financial orreporting ~~detected~~in this annual report on Form 10-K.

~~This~~Changes ~~Annual Report~~in ~~does~~Internal ~~not~~Control ~~include an attestation report of our independent registered public accounting firm regarding internal control~~ over ~~financial reporting. Management’s report was not subject to attestation by our independent registered public accounting~~Financial ~~firm pursuant to the rules of the SEC that permit us to provide only management’s report in this annual report.~~Reporting

~~Changes~~There was no change in the Company’s internal control over financial reporting (as defined in ~~Internal~~Rules ~~Control~~13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934) during the quarter ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over ~~Financial~~financial ~~Reporting~~reporting.

~~There~~ITEM ~~have been~~9B. noOTHER changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.INFORMATION

~~ITEM~~On March 9, 2020, the Company and Full Spectrum 9BBioscience, Inc., ~~OTHER~~(“FSB”), ~~INFORMATION~~a private corporation and a related party, incorporated in Colorado on December 11, 2018 (collectively as “Parties”), entered into a Share Exchange Agreement (the “Exchange Agreement”) to acquire 100% of controlling interest in FSB. On March 31, 2020, pursuant to the Exchange Agreement, the Company issued to 10,000,000 shares of its common stock to FSB in exchange for 1,500 shares of FSB common stock which constitutes all of FSB’s authorized and outstanding common stock held by a sole stockholder. At the time of the Exchange Agreement FSB was owned by the spouse of our Interim Chief Executive Officer.

~~None.~~ 40

45PART III

~~PART III~~ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~ITEM 10,~~Board ~~DIRECTORS,~~of ~~EXECUTIVE~~Directors ~~OFFICERS~~and ~~AND~~Executive ~~CORPORATE GOVERNANCE~~Officers

~~Identification~~The following table sets forth the names, positions and ages of our directors and executive officers as of the date of this report.

Set forth below is information regarding the Company’s current directors and executive officers. There are no family relationships between any of our directors or executive officers. The directors are elected annually by stockholders. The executive officers serve at the pleasure of the Board of Directors:

Name	Age	Positions Held and Tenure
B. Michael Friedman	56	Interim Chief Executive Officer and Sole Director

Name	Age	Positions Held and Tenure
Suneil Singh Mundie	31	Interim Chief Executive Officer and Sole Director

Biographical information concerning the director and executive officer listed above is set forth below. The information presented includes information the individual has given us about all positions held and principal occupation and business experience for the past five years. In addition to the information presented below regarding the director’s specific experience, qualifications, attributes and skills that led our board to conclude that he should serve as a director.

~~Suneil~~B. Michael Friedman has a more ~~Singh~~than ~~Mundie,~~30 ~~Interim~~years ~~Chief~~chronicle ~~Executive~~of ~~Officer~~success ~~has~~driving ~~extensive~~benchmark-setting ~~experience~~growth ~~providing~~and ~~advisory~~expansion ~~services~~for toGlobally ~~the~~Focused ~~Cannabis~~Fortune ~~industry.~~100, Turnaround, and Start-Up Companies. He has ~~advised~~proven ~~both~~himself ~~privately~~as ~~and~~a ~~publicly~~results-proven, ~~held~~growth ~~Canadian~~oriented, globally focused leader with respected success in multiple industries and Umarkets.S. ~~companies~~Mr. ~~His~~Friedman ~~focus~~ has ~~been~~a onproven ~~restructuring~~track record in delivering exceptionally high shareholder returns and ~~recapitalization~~profitability, driving vision, and achieving critical strategic goals. ~~Mr.~~ ~~Mundie~~He has been ~~responsible~~a ~~for~~valued ~~raising~~contributor ~~over~~to ~~$50~~key ~~million~~strategic acquisitions ~~dollars~~and ~~for~~highly ~~companies~~successful injoint ~~the Cannabis space~~ventures. ~~Additionally,~~ Mr. ~~Mundie specializes~~Friedman has been profiled on two occasions in ~~providing~~Florida ~~both~~Business ~~retail~~Journal as ~~and~~leading ~~institutional~~entrepreneur ~~financing~~and CEO in ~~the~~business ~~form~~start-ups, ofwas ~~both~~a ~~equity~~Featured ~~and~~Speaker ~~debt~~at asNasdaq ~~well~~Stock asExchange ~~advising~~and a guest speaker on ~~IPO~~nationally ~~and~~syndicated ~~RTO~~financial ~~processes~~radio programs. HeMr. ~~has~~Friedman ~~forged~~brings ~~relationships~~investment ~~with~~banking ~~many~~experience and knowledge of the ~~industry's~~public ~~key~~markets ~~figures~~as ~~during~~a past ~~his~~employee ~~time~~of inBear ~~the~~Sterns ~~sector~~and has achieved a business degree from a Florida State University. Mr. ~~Mundie~~Friedman has served as the ~~graduated~~President ~~with~~and aDirector ~~Bachelor's~~of ~~degree~~First Level Capital, LLC from ~~the~~January ~~University~~2015 ofuntil ~~British~~the ~~Columbia~~present.

Involvement in Certain Legal Proceedings

NoThere ~~director,~~are no material proceedings to which ~~executive~~any ~~officer,~~director ~~significant~~or ~~employee~~executive officer or ~~control~~any ~~person~~associate of ~~the~~any ~~Company~~such ~~has~~director ~~been~~or ~~involved~~officer inis ~~any~~a ~~legal~~party ~~proceeding~~adverse ~~listed~~to inour ~~Item 401(f)~~company ofor ~~Regulation~~has ~~S-K~~a inmaterial interest ~~the~~adverse ~~past~~to 10our ~~years~~company.

~~Code of~~Section ~~Ethics~~16(a) Beneficial Ownership Reporting Compliance

WeSection ~~adopted~~ 16(a) ~~Code~~of the Securities Exchange Act of ~~Ethics~~1934, ~~for~~as ~~Senior~~amended, ~~Financial~~requires ~~Management~~our toexecutive ~~promote~~officers ~~honest~~and directors, and ~~ethical~~persons ~~conduct~~who ~~and~~beneficially toown ~~deter~~more ~~wrongdoing.~~than ~~This~~10% ~~Code~~of ~~applies~~a registered toclass of our ~~Chief~~equity ~~Executive~~securities ~~Officer~~to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and ~~Chief~~annual ~~Financial~~reports ~~Officer~~concerning their ownership of our common shares and other ~~employees~~equity ~~performing~~securities, ~~similar~~on ~~functions~~Forms 3, 4 and 5 respectively. Executive ~~The~~officers, ~~obligations~~directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file. Upon information and belief, our former CEO did not file a Form 4 upon cancelling to Treasury 23,300,000 shares of common stock on May 18, 2018, the ~~Code~~receipt of ~~Ethics~~25,000,000 ~~supplement~~shares of common stock issued on June 25, ~~but~~2018, doand the ~~not~~disposition ~~replace~~of the same 25,000,000 ~~any~~shares ~~other~~of ~~code~~common stock on September 5, 2018. Based solely on the Company’s review of ~~conduct~~the copies of the forms received by it during the fiscal year ended December 31, 2019, the Company believes that all person who, at any time during such fiscal year, was a director, officer or ~~ethics~~beneficial ~~policy~~owner ~~applicable~~of more than 10% of the Company’s common stock failed to ~~our~~comply ~~employees~~with ~~generally~~all Section 16(a) filing requirements during such fiscal year.

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

•We ~~Act~~have ~~honestly~~not ~~and~~adopted ~~ethically~~a incode ~~the performance~~ of ~~their~~ethics ~~duties at~~ because our ~~company,~~board ~~• Avoid actual or apparent conflicts~~ of ~~interest~~directors ~~between~~believes ~~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,~~small •size ~~Comply~~does ~~with~~not ~~rules~~merit ~~and regulations of federal, state and local governments and other private and public regulatory agencies that effect~~ the ~~conduct~~expense of ~~our business and our financial reporting~~preparing, •adopting ~~Act in good faith, responsibly, with due care, competence~~ and ~~diligence,~~administering without misrepresenting material facts or allowing the member’s independent judgment to be subordinated • Respect the confidentiality of information 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~~ code of ~~and~~ethics. ~~control~~Our ~~over~~board ~~all assets and resources~~ of ~~our~~directors ~~company~~intends ~~entrusted~~ to ~~the~~adopt ~~member, and • Promptly bring to the attention of the Chief Executive Officer any information concerning (~~a) ~~significant~~code ~~deficiencies in the design or operating~~ of ~~internal~~ethics ~~controls~~when ~~which~~circumstances could adversely affect to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in our financial reporting or internal controlswarrant.

4641

Corporate Governance

~~During~~Committees ~~the quarter ended December 31, 2018, there were no material changes to procedures by which security holders may recommend nominees to our board~~ of ~~directors.~~the Board

We currently ~~have~~ nodo ~~standing~~not ~~audit,~~have nominating or compensation committees or committees ofperforming ~~our~~similar ~~board~~functions ofnor ~~directors.~~do ~~Our~~we ~~entire~~have ~~board~~a ofwritten ~~directors~~nominating ~~currently performs~~or ~~these~~compensation ~~functions~~committee charter. ~~The~~Our board ~~functions~~ of ~~those~~directors ~~committees~~does ~~are~~not ~~being~~believe ~~undertaken~~that byit ~~our~~is ~~officers~~necessary ~~and~~to ~~directors. Because we do not~~ have ~~any~~such ~~independent~~committees ~~directors,~~because ~~our~~it ~~officers~~believes ~~and directors believe~~ that the ~~establishment~~functions of such committees ofcan ~~the~~be ~~Board~~adequately ~~would not~~performed ~~provide~~by ~~any benefits to~~ our ~~company~~board ~~and~~of ~~could be considered more form than substance~~directors.

~~Director~~We do not have any defined policy or procedure ~~Independence~~requirements for shareholders to submit recommendations or nominations for directors. We do not currently have any specific or minimum criteria for the election of nominees to our board of directors and we do not have any specific process or procedure for evaluating such nominees. Our board of directors assesses all candidates, whether submitted by management or shareholders, and makes recommendations for election or appointment.

~~None~~A ~~of the~~shareholder ~~members~~who ofwishes ~~our~~to ~~Board~~communicate ~~of Directors qualifies as an independent director in accordance~~ with ~~the published listing requirements~~ ~~of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of~~ our ~~employees~~board ~~and that neither the director, nor any~~ of ~~his~~directors ~~family~~may ~~members has~~do ~~engaged~~so inby ~~various~~directing ~~types of business dealings with us. In addition, our Board has not made~~ a ~~subjective~~written ~~determination~~request as to ~~each~~ ~~director that no relationships exist which, in~~ the ~~opinion~~address ofappearing ~~our~~on ~~Board, would interfere with~~ the ~~exercise~~first ofpage ~~independent judgment in carrying out the responsibilities~~ of athis ~~director,~~annual ~~though such subjective determination is required by the NASDAQ rules~~report. Had our Board of Directors made these determinations, our Board would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

InAudit ~~performing the~~Committee ~~functions of the audit committee, our board oversees our accounting~~ and ~~financial~~Audit ~~reporting~~Committee ~~process. In this function, our~~Financial board performs several functions. Our board, among other duties, evaluates and assesses the qualifications of the Company’s independent auditors; determines whether to retain or terminate the existing independent auditors; meets with the independent auditors and financial management of the Company to review the scope of the proposed audit and audit procedures on an annual basis; reviews and approves the retention of independent auditors for any non-audit services; reviews the independence of the independent auditors; reviews with the independent auditors and with the Company’s financial accounting personnel the adequacy and effectiveness of accounting and financial controls and considers recommendations for improvement of such controls; reviews the financial statements to be included in our annual and quarterly reports filed with the Securities and Exchange Commission; and discusses with the Company’s management and the independent auditors the results of the annual audit and the results of our quarterly financial statements.Expert

~~Our~~We ~~board as~~do anot ~~whole~~have ~~considers~~a ~~executive~~standing ~~officer~~audit ~~compensation,~~committee ~~and our entire board participates in~~ at the ~~consideration~~present ~~of director compensation~~time. Our board asof adirectors ~~whole~~has ~~oversees~~determined ~~our~~that ~~compensation~~we ~~policies,~~do ~~plans~~not ~~and~~have ~~programs,~~a ~~reviews~~board ~~and~~member ~~approves~~that ~~corporate~~qualifies ~~performance~~as ~~goals and~~an ~~objectives~~“audit ~~relevant~~committee financial toexpert” ~~the~~as ~~compensation~~defined ofin ~~our~~Item ~~executive~~407(d)(5)(ii) ~~officers, if any, and reviews the compensation and other terms~~ of ~~employment~~ ofRegulation ~~our Chief Executive Officer and our other executive officers~~S-K. ~~Our board also administers our equity incentive and stock option plans, if any.~~

~~Each~~We of believe that our board of directors ~~participates~~is incapable of ~~the~~analyzing ~~consideration~~and ofevaluating ~~director~~our ~~nominees.~~financial Instatements ~~addition~~and tounderstanding ~~nominees~~internal ~~recommended~~controls byand ~~directors,~~procedures ~~our~~for ~~board~~financial reporting. ~~will~~The ~~consider~~board ~~nominees~~of ~~recommended~~directors byof ~~shareholders~~our ifCompany ~~submitted~~does innot ~~writing~~believe that it is necessary to ~~our~~have ~~secretary.~~an ~~Our~~audit ~~board~~committee ~~believes~~because ~~that~~we ~~any~~believe ~~candidate~~that ~~for~~the ~~director,~~functions ~~whether~~of ~~recommended~~an byaudit ~~shareholders~~committee orcan be adequately performed by the board, ~~should~~of bedirectors. ~~considered~~In onaddition, ~~the~~we ~~basis~~believe ofthat ~~all~~retaining an ~~factors~~independent ~~relevant~~director ~~to our~~who ~~needs~~would ~~and~~qualify ~~the~~as ~~credentials~~an of“audit ~~the~~committee ~~candidate~~financial atexpert” ~~the~~would ~~time~~be ~~the~~overly ~~candidate~~costly isand ~~proposed.~~burdensome and ~~Such~~is ~~factors~~not ~~include~~warranted ~~relevant~~in ~~business~~our ~~and industry~~circumstances ~~experience~~given ~~and~~the ~~demonstrated~~early ~~character~~stages ~~and~~of ~~judgment~~our development.

~~Compliance with Section 16(a) of the Securities Exchange Act of 1934~~42

~~Section 16(a)~~ITEM of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively11. ~~Executive~~EXECUTIVE ~~officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file~~COMPENSATION. Upon information and belief, our former CEO did not file a Form 4 upon cancelling to Treasury 23,300,000 shares of common stock on May 18, 2018, the receipt of 25,000,000 shares of common stock issued on June 25, 2018, and the disposition of the same 25,000,000 shares of common stock on September 5, 2018. Additionally, the Company does not know if Mr. Friedman sold any shares in the public market during 2018.

47The following table sets forth information regarding compensation earned in or with respect to our fiscal year 2019 and 2018 by:

~~ITEM 11.~~· ~~EXECUTIVE~~each ~~COMPENSATION.~~person who served as our CEO in 2019; and

~~The following~~· ~~tables set forth all of the compensation awarded to, earned by or paid to: (i)~~ each ~~individual~~person ~~serving~~who ~~as our principal executive officer; and (ii) each other individual that~~ served as anour ~~executive~~CFO ~~officer at the conclusion of the fiscal year ended December 31, 2018, and who received~~ in ~~excess~~2019; ~~of $100,000.~~and

~~Summary Compensation~~· ~~Table~~each person who served as our President in 2019.

Name & Principal Position	Year		Salary		Stock Awards (2)		Option Awards		All Other Compensation (3)		Total
B. Michael Friedman (1)		2018	$	150,000	$	22,950	$	—	$	142,900	$	315,850
Former Chief Executive Officer and Chief Financial Officer		2017	$	150,000	$	301,000	$	—	$	30,500	$	481,500

2019 Summary Compensation Table

(1)	Mr. Friedman resigned as a director of the Company effective December 10, 2018 and as CEO on December 11, 2018. Effective January 1, 2013, the Company agreed to an annual compensation of $150,000 for Mr. Friedman.
Name & Principal Position		Year		Salary		Stock Awards (2)		Option Awards		All Other Compensation (3)		Total
(2)	On June 25, 2018, the Company issued 8,500 shares to Mr. Friedman. The Company recorded an expense of $22,950 (based on the market price of the Company’s common stock of $2.70 per share) for 8,500 shares and is included in management fees in the consolidated statements of operations for the year ended December 31, 2018. On January 30, 2017, the Company issued 50,000 shares of common stock to the Company’s CEO. The shares were issued for services performed as the sole Officer and director of the Company since November 2014. The Company valued the shares at $6.02 per share (the market price of the common stock) and for the year ended December 31, 2017, recorded stock compensation expense, management, of $301,000.
B. Michael Friedman (1)			2018	$	150,000	$	22,950	$	—	$	142,900	$	315,850
(3)	During the year ended December 31, 2018, the Company paid Mr. Friedman $96,000 for rent of the “420 Style” Canadian property and $46,900 to an investor relations firm that Mr. Friedman controls. During the year ended December 31, 2017, the Company paid the investor relations firm $30,500.
Suneil Mundie, Chief Executive Officer (1)			2019	$	67,000	$	1,360,000	$	—	$	—	$	1,427,000
Scott Benson, Chief Executive Officer (1)			2019	$	—	$	1,900,000	$	—	$	—	$	1,900,000

We1. doMr. ~~not presently~~Friedman ~~have~~resigned ~~pension~~as a director of the Company effective December 10, ~~health~~2018 and as CEO on December 11, ~~annuity~~2018. Effective January 1, ~~insurance~~2013, ~~profit~~the ~~sharing~~Company oragreed ~~similar~~to ~~benefit~~an ~~plans;~~annual ~~however~~compensation of $150,000 wefor ~~may~~Mr. ~~adopt~~Friedman. ~~plans~~Effective inDecember 11, 2018, the ~~future~~ board of directors (the “Board”) appointed Suneil Mundie was, as Chief Executive Officer of the Company. ~~There~~Mr. ~~are~~Mundie ~~presently~~entered nointo ~~personal~~an ~~benefits~~employment ~~available~~agreement with the Company pursuant to ~~our~~which he shall receive an annual base salary of $90,000. Effective September 19, 2019, Mr. Mundie resigned from his position as President and Chief Executive Officer of the Company and on the same day the board of directors (the “Board”) appointed Mr. Scott Benson, as Chief Executive Officer of the Company. Mr. Benson entered into an employment agreement with the Company pursuant to which he shall receive an annual base salary of $120,000. 2. On June 25, 2018, the Company issued 8,500 shares to Mr. Friedman. The Company recorded an expense of $22,950 (based on the market price of the Company’s common stock of $2.70 per share) for 8,500 shares and ~~officers~~is included in management fees in the consolidated statements of operations for the year ended December 31, 2018. Represents 2,000,000 shares of common stock with grant date fair value of $1,360,000, issued to Mr. Mundie pursuant to his Separation Agreement and General Release dated September 27, 2019. Represents 10,000,000 shares of common stock of which; (i) 5,000,000 shall vest on March 19, 2020 and; (ii) 5,000,000 shall vest on September 15, 2020, pursuant to his employment agreement dated September 19, 2019. These shares of common stock had a grant date fair value of $1900,000 recorded as deferred stock-based compensation and amortized over the vesting period. On January 23, 2020, Scott Benson resigned from his respective positions as Chief Executive Officer and sole Director for the Company. In addition, the 10,000,000 shares of common stock issuable pursuant to his employment agreement were forfeited upon Mr. Benson’s resignation. 3. During the year ended December 31, 2018, the Company paid Mr. Friedman $96,000 for rent of the “420 Style” Canadian property and $46,900 to an investor relations firm that Mr. Friedman controls.

~~Employment~~We do not presently have pension, health, annuity, ~~Agreements~~insurance, profit sharing or similar benefit plans; ~~Termination~~however, ofwe ~~Employment~~may ~~and~~adopt ~~Change~~plans ofin ~~Control~~the ~~Arrangements~~future. There are presently no personal benefits available to our directors and officers.

On December 12, 2018, the Company entered into an Employment and Board of Directors Agreement (the “Employment Agreement”) with Mr. Mundie, pursuant to which Mr. Mundie will serve as Interim Chief Executive Officer for an initial six- month term. Mr. Mundie’s employment is terminable by him or the Company at any time (for any reason or for no reason) with a ninety-day notice from either party to the other. Pursuant to the Employment Agreement, Mr. Mundie will receive a base salary of $90,000 per annum. In the event that Mr. Mundie’s employment is terminated within three months of commencing employment with the Company and such termination is not due to Mr. Mundie’s voluntary resignation (other than at the request of the Board or the majority shareholders of the Company), Mr. Mundie will be entitled to continued payment of his base salary for the remainder of the Agreement. In addition to the base salary, the Company will grant to Employee seventy- five thousand (75,000) shares of the Company's common stock in Employee's name to be held in escrow for the benefit of Employee (the "Company Common Stock"). The Company shall release twenty-five thousand (25,000) shares of Company's Common Stock, and such shares shall then immediately vest on the six-month anniversary of the Agreement (e.g., June 12, 2019) and the Company shall release the remaining fifty thousand (50,000) shares of the Company’s common stock, and such shares shall then immediately vest in favor of the Employee, if Mr. Mundie is the Interim CEO or CEO of the Company on December 15, 2019.43

~~Outstanding~~Employment Agreements; Termination of Employment ~~Equity~~and ~~Awards~~Change atof ~~Fiscal~~Control ~~Year-End~~Arrangements

~~Other~~On January 23, 2020, the Company entered into ~~than~~an Employment Agreement (“Employment Agreement”) with B. Michael Friedman to serve as Chief Executive Officer and sole Board Director of the ~~awards~~Company. ~~included~~Pursuant into the ~~Summary~~Agreement ~~Compensation~~Mr. ~~Table~~Friedman ~~above~~shall receive an annual base salary of $120,000 noand was ~~executive~~granted ~~officer~~10,000,000 ~~received~~shares ~~any~~of ~~equity~~the ~~awards~~Company’s ~~during~~common ~~2018~~stock of which; (i) 5,000,000 shall vest on July 25, 2020 and; (ii) 5,000,000 shall vest on January 25, 2021. The Employment Agreement is terminable by Mr. Friedman or ~~holds~~the ~~exercisable~~Company at any time (for any reason or ~~unexercisable~~for ~~options,~~no asreason). In the event that Mr. Friedman’s employment is terminated within six months of ~~December~~commencing employment 31with the Company and such termination is not due to Mr. Friedman’s voluntary resignation (other than at the request of the Board or the majority shareholders of the Company), ~~2018~~Mr. Friedman will be entitled to continued payment of his base salary for the remainder of such six-month period.

48Outstanding Equity Awards at Fiscal Year-End

~~Long-Term~~Other than the awards ~~Incentive~~included ~~Plans~~in the Summary Compensation Table above, no executive officer received any equity awards during 2019, or holds exercisable or unexercisable options, as of December 31, 2019.

~~There are~~Long-Term noIncentive ~~arrangements or plans in which the Company would provide pension, retirement or similar benefits for directors or executive officers.~~Plans

~~Compensation~~There are no arrangements or plans in which ~~Committee~~the Company would provide pension, retirement or similar benefits for directors or executive officers.

WeCompensation ~~currently do not have a compensation committee of our Board of Directors. The Board as a whole determines executive compensation.~~Committee

~~Director~~We currently do not have a compensation committee ~~Compensation~~of our Board of Directors. The Board as a whole determines executive compensation.

WeDirector do not pay fees to our directors for attendance at meetings of the board; however, we may adopt a policy of making such payments in the future. We will reimburse out-of-pocket expenses incurred by directors in attending board and committee meetings.Compensation

~~ITEM~~We do not pay fees to our directors for attendance 12at meetings of the board; however, we may adopt a policy of making such payments in the future. ~~SECURITY~~We ~~OWNERSHIP~~will OFreimburse ~~CERTAIN~~out-of-pocket expenses ~~BENEFICIAL~~incurred ~~OWNERS~~by ~~AND~~directors ~~MANAGEMENT~~in ~~AND~~attending ~~RELATED~~board ~~STOCKHOLDER~~and ~~MATTERS~~committee meetings.

The following table sets forth information known to the Company with respect to the beneficial ownership (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the outstanding common stock of the Company as of May 3, 2019, by: (1) each person known by the Company to beneficially own 5% or more of the Company’s outstanding common stock; (2) each of the named executive officers as defined in Item 402(m)(2); (3) each of the Company’s directors; and (4) all of the Company’s executive officers and directors as a group. The number of shares beneficially owned is determined under rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares.44

	Common Stock			Series B Preferred Stock
Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class (1)		Amount and Nature of Beneficial Ownership	Percent of Class (2)
Suneil S Mundie	-0-	-0-		-0-	-0-
777 Brickell Avenue, Suite 500
Miami, FL 33131
B. Michael Friedman 777 Brickell Avenue, Suite 500 Miami, FL 33131	51,634	0.8	%	1,000	100	%
All directors and executive officers as a group – 1 person	-0-	-0-		-0-	-0-	%

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

(1)	Based on a total of an aggregate of 6,538,578 shares of common stock outstanding.
(2)	Based on 1,000 shares of Series B preferred stock outstanding.

The following table sets forth certain information regarding beneficial ownership of our common stock, Series A preferred stock and Series B Preferred Stock as of March 2, 2021, by (i) each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, (ii) each director and each of our Named Executive Officers and (iii) all executive officers and directors as a group.

49The number of shares of common stock beneficially owned by each person is determined under the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Name and Address of Beneficial Owner ⁽¹⁾	Common Stock Beneficial Ownership		Percent of Class ⁽²⁾			Series A Preferred Beneficial Ownership⁽³⁾	Percent of Class⁽³⁾	Outstanding Series B Preferred Beneficial Ownership⁽⁴⁾		Percent of Class
Named Executive Officers and Directors:
B. Michael Friedman, Interim CEO and Director⁽⁵⁾⁽⁶⁾		20,051,634		31.40	%				1,000		100	%
All executive officers and directors as a group (1 person)		20,051,634		31.40	%				1,000		100	%

Other 5% Stockholders:
Full Spectrum Biosciences Inc.⁽⁵⁾		10,000,000		15.66	%				—		—	%

Management fees

*	Less than 1%.
(1)	Unless otherwise indicated, the business address of each person listed is in care of the Company at 777 Brickell Avenue Suite 500, Miami, Fl. 33131.
(2)	The number and percentage of shares beneficially owned are determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares over which the individual or entity has voting power or investment power and any shares of common stock that the individual has the right to acquire within 60 days of March 2, 2021, through the exercise of any stock option or other right. As of March 2, 2021, 63,864,989 shares of the Company’s common stock were outstanding.
(3)	On June 20, 2012, the Company cancelled the designation of 1,000,000 shares of Series A Preferred Stock (“Series A”), par value $0.01. There were no Series A issued and outstanding prior to the cancellation of the Series A designation.
(4)	There are currently 1,000 shares of Series B Preferred Shares issued and outstanding.
(5)	The Company owns 100% of the issued and outstanding common stock of Full Spectrum Biosciences Inc. and therefore, our Interim CEO and sole director, B. Michael Friedman has dispositive power and voting control of the shares of the Company’s common stock held by Full Spectrum Biosciences Inc.
(6)	B. Michael Friedman holds 10,051,634 shares of the Company’s common stock in his own name. The spouse of B. Michael Friedman holds 2,010,000 shares of the Company’s common stock over which Mr. Friedman has no dipositive or voting control.

Effective January 1, 2013, the Company agreed to an annual compensation of $150,000 for its former CEO, Mr. Friedman (resigned December 11, 2018). For the years ended December 31, 2018, and 2017, the Company recorded expenses to its officers the following amounts:45

		2018				2017
Mr. Friedman		$	150,000			$	150,000

OfTransactions ~~the~~with ~~above amounts~~Related ~~$120,000 is included each year in Administrative and management fees and $30,000 each year is included in cost of sales.~~Persons

AsExcept ofas ~~December 31~~disclosed below, since January 1, 2018, ~~and~~there ~~2017~~have been no transactions, ~~the~~or ~~Company~~currently ~~owed~~proposed transactions, in which we were or are to ~~its~~be ~~officers~~a participant and the amount ~~following~~involved ~~amounts~~exceeds the lesser of $120,000 ~~included~~or in1% ~~Due~~of tothe ~~related~~average ~~party~~of onour total assets at year-end for the ~~Company’s~~last two completed ~~consolidated~~fiscal ~~balance~~years, ~~sheet~~and in which any of the following persons had or will have a direct or indirect material interest:

		2018				2017
Mr. Friedman		$	1,283			$	7,715

	(i)	Any director or executive officer of our company;
	(ii)	Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;
	(iii)	Any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any of the foregoing persons, and any person (other than a tenant or employee) sharing the household of any of the foregoing persons.

Effective June 26, 2015, the Company issued 1,000 shares of Class B Preferred Stock (super voting rights, non-convertible securities) to Mr. Friedman, resulting in Mr. Friedman having majority control in determining the outcome of all corporate transactions subject to vote, including the election of officers.Advertising

OnThe ~~June 25, 2018, the~~ Company ~~issued~~records ~~8,500~~advertising ~~shares~~costs toas Mrincurred. ~~Friedman. The Company recorded an expense~~ ofFor ~~$22,950 (based on~~ the ~~market~~years ~~price~~ended ofDecember ~~the~~31, ~~Company’s~~2019, ~~common~~and ~~stock~~2018, ofadvertising ~~$2.70~~expense ~~per~~was ~~share) for 8~~

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