UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

~~Form~~FORM 10-K

(Mark One)

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

	For the fiscal year ended December 31, 2014

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

	For the transition period from _________ to ________

	Commission file number: 333-178482

~~þ ANNUAL~~Cannabis-Rx, ~~REPORT~~Inc. ~~PURSUANT TO SECTION 13 OR 15~~(d)Exact OFname ~~THE~~of ~~SECURITIES~~registrant ~~EXCHANGE~~as ~~ACT~~specified OFin ~~1934~~its charter)

For the fiscal year ended December 31, 2012

Delaware	30-0693512
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

7702 E Doubletree Ranch Rd. Ste 300 Scottsdale AZ	85258
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number: 480.902.3399

Securities registered under Section 12(b) of the Exchange Act
Title of each class	Name of each exchange on which registered
None	not applicable

Securities registered under Section 12(g) of the Exchange Act:
Title of each class
None

~~¨ TRANSITION~~Indicate ~~REPORT~~by check ~~PURSUANT~~mark TOif ~~SECTION~~the 13registrant ORis ~~15(d)~~a OFwell-known ~~THE~~seasoned ~~SECURITIES~~issuer, ~~EXCHANGE~~as ~~ACT~~defined OFin ~~1934~~Rule 405 of the Securities Act. Yes [ ] No [X]

~~For~~Indicate by check mark if the ~~transition~~registrant ~~period~~is ~~from~~not ~~______________~~required to ~~________________~~file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [X] No [ ]

~~Commission~~Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file ~~number:~~such ~~333-178482~~reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [X]

L3Indicate ~~CORP.~~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 (~~Exact~~§ ~~name~~232.405 of ~~Registrant~~this aschapter) ~~specified~~during inthe preceding ~~its~~12 ~~charter~~months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Delaware		300693512
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
52 Grand View Lane Bellingham, WA 98229		98229
(Address of principal executive offices)		(Zip Code)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

~~(360)~~Indicate ~~393~~by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-~~4190~~accelerated ~~(Registrant’s~~filer, ~~telephone~~or ~~number~~a smaller reporting company. See the definitions of “large accelerated filer,” ~~including~~“accelerated ~~area~~filer” ~~code)~~and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

~~Securities~~Large ~~registered~~accelerated filer ~~pursuant~~[ to] ~~Section~~Accelerated ~~12(b)~~filer of[ ~~the~~] ~~Act:~~Non-accelerated filer [ ] Smaller reporting company [X]

Common Stock $0.0001		Over the Counter Bulletin Board
Title of each class		Name of each exchange on which registered

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

~~Securities~~State ~~registered~~the ~~pursuant~~aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to ~~Section~~the ~~12(g)~~price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the ~~Act:~~last business day of the registrant’s most recently completed second fiscal quarter. Not available.

~~None~~Indicate ~~Title~~the number of ~~Class~~shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 156,000,000 as of June 30, 2015

~~Indicate~~Table ~~by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405~~ of ~~the Securities Act. Yes ¨ No R~~Contents

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 R

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. R

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

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company R

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). YesR No ¨

Our common stock is quoted on the OTC Bulletin Board under the symbol “LCOR”.

As of the date of this Annual Report, the Registrant had minimum trading in its common stock, therefore no market value can be determined based on the trading prices of the Registrant’s common stock for its most recently completed second quarter.

State the number of shares outstanding of each of the issuer's classes of equity stock, as of the latest practicable date.

1,700,000 common shares issued and outstanding as of April 8, 2013.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	43
Item 1A	Risk Factors	7
Item 1A.	Risk Factors	8
Item 2.	Properties	1316
Item 3.	Legal Proceedings	1316
Item 4.	Mine Safety Disclosures	1316
PART II
Item 5.	Market for Registrant’s Common Equity, and Related Stockholder Matters and Issuer Purchases of Equity Securities	1417
Item 6.	Selected Financial Data	1418
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1419
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	1620
Item 8.	Financial Statements and Supplementary Data	~~F-1~~21
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	1722
Item 9A.	Controls and Procedures	1722
Item 9B.	Other Information	1724
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	1824
Item 11.	Executive Compensation	1926
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2028
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	2129
Item 14.	Principal ~~Accounting~~Accountant Fees and Services	2129
PART IV
Item 15.	Exhibits, ~~and~~ Financial Statement Schedules	2230

~~FORWARD-LOOKING~~Table ~~STATEMENTS~~of Contents

This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks set out in the section hereof entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

These risks include, by way of example and not in limitation:

· risks related to our ability to continue as a going concern;

· the uncertainty of profitability based upon our history of losses;

· risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned development projects;

· risks related to our ability to continue to fund research and development costs;

· risks related to conducting business internationally due to our operations in Israel;

· risks related to our ability to successfully develop our technology into commercial products,

· risks related to our ability to successfully prosecute and protect our intellectual property;

· risks related to tax assessments; and

· other risks and uncertainties related to our prospects, properties, and business strategy.

The above list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other risks described in this report should be considered carefully and readers should not place undue reliance on our forward-looking statements.

Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date the forward-looking statements are made, and we undertake no obligation to update forward-looking statements should these beliefs, estimates, and opinions or other circumstances change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these forward-looking statements to actual results.

Our financial statements are stated in United States dollars (“US$”) and are prepared in accordance with United States generally accepted accounting principles (“GAAP”).

In this Annual Report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the shares of our common stock.

As used in this Annual Report, the terms "we," "us," "our," "L3," the “Company” and “Issuer” mean L3 Corp., unless the context clearly requires otherwise.

PART I

~~ITEM~~Item 1. ~~BUSINESS~~Business

Company Overview

We were incorporated on July 5, 2011 in the State of Delaware. onWe ~~July~~are 5,engaged ~~2011.~~in Wethe ~~are~~business of acquiring a ~~development~~portfolio ~~stage~~of ~~company~~distressed properties in certain strategic areas at deep discounts, rehabilitating these properties and ~~from~~selling ~~our~~or ~~inception~~leasing them for the quickest and highest return possible. In conjunction with these real estate operations, in January 2014, we began catering to ~~date~~the real estate needs of the regulated cannabis industry, in states and other locations where such business is licensed and permitted. In this niche market, we ~~have~~plan ~~not~~to ~~generated~~purchase ~~revenues~~real estate assets and lease growing space and related facilities to licensed marijuana growers and dispensary owners for their operations.

~~Our~~To date, ~~mailing~~we ~~address~~have israised 52$16,250,000 ~~Grand~~through ~~View~~the ~~Lane,~~sale ~~Bellingham,~~of ~~WA,~~unsecured ~~98229~~promissory notes. ~~Our~~We ~~telephone~~continue ~~number~~to isseek ~~1-360-393-4190.~~out Wethe ~~have~~best ~~reserved~~financing aopportunities in ~~web~~order ~~address:~~to ~~www.L3corp1.com,~~deploy ~~but~~funds into our business operations that we dobelieve ~~not~~best ~~currently~~suited ~~have~~to anthe ~~operating~~real ~~website~~estate industry, as well as pursue real estate opportunities in the cannabis industry.

~~Business~~Real Estate ~~of Issuer~~Activities

~~Our~~A weakened ~~fitness~~economy, ~~business’ mission is to create~~ a ~~L-3~~record ~~stretching~~number ~~apparatus~~of foreclosures, toand ~~advance~~rising ~~stretching~~unemployment ~~prior~~claims ~~and~~in ~~after~~certain ~~exercise~~geographic ~~and~~areas tocreated ~~provide~~“the perfect astorm” ~~product~~for ~~line~~both ofthe ~~L-3~~real ~~products~~estate inmarket ~~order~~and to ~~help~~the ~~our~~economy ~~customers’~~at ~~clients/employees/company experience a positive, healthy, and well-being stretching experience~~large. ~~Our~~We ~~target~~saw ~~audience~~this ismaelstrom ~~amateur~~as ~~and~~a ~~professional~~prime ~~athletes looking~~ opportunity to ~~purchase~~acquire, arenovate, ~~product~~and ~~that~~resell ~~will~~or ~~extend~~rent ~~the~~properties. ~~amount~~We ofpurchased ~~time~~distressed ~~they~~properties, ~~stretch~~performed ~~prior~~renovations ~~and~~on ~~post~~these ~~exercise. We are committed~~ properties to ~~delivering~~increase ~~quality~~their ~~stretching~~value, ~~products~~livability, and ~~informational~~attractiveness, ~~telecasts~~and ~~over~~then ~~YouTube.~~sell Wethe ~~initially~~properties ~~intend~~or tokeep ~~focus~~them ~~our~~for ~~sales~~value ~~and~~as ~~marketing~~rental ~~efforts~~properties. To ondate ~~what~~ we ~~believe~~have toprimarily besold ~~an effective stretching item,~~ the ~~L-3 stretching apparatus~~properties. WeWhile ~~have completed~~ the ~~first~~job ~~draft~~market ofand ~~our web site design,~~ the ~~L-3~~economy ~~stretching apparatus~~ has ~~been~~improved ~~designed~~and, ~~ten~~currently, ~~(10)~~interest ~~prototypes~~rates remain ~~have~~at ~~been~~or ~~produced~~near ~~and~~historical ~~are~~lows, ~~currently~~there ~~being~~is ~~privately~~still ~~tested~~a bylarge ~~our~~inventory ~~former president and some~~ of ~~his~~distressed ~~personal~~properties ~~trainer~~in ~~colleagues~~certain ~~and~~regions aof ~~pictorial~~the ~~manual~~country. We ~~has~~believe ~~been~~that ~~produced~~there ~~depicting~~continues ~~the~~to ~~proper~~be ~~form~~opportunities ~~and~~to ~~different~~acquire ~~example~~such ofproperties ~~stretching~~that ~~exercises~~possess ~~using~~hidden ~~our product~~value.

WeFrom ~~have~~January ~~never~~2014 ~~declared~~to ~~bankruptcy~~the date of this filing, we have ~~never~~acquired ~~been~~68 inproperties ~~receivership~~for a total cost of $22,450,652. ~~and~~Of wethe ~~have~~68 ~~never~~properties, ~~been~~48 ~~involved~~have inbeen ~~any~~rehabilitated ~~legal~~and ~~action~~sold or ~~proceedings.~~are under Wecontract for sale, 6 have ~~not~~been ~~made~~rehabilitated ~~any~~and ~~significant~~are ~~purchase~~listed orfor sale, ofand ~~assets,~~0 ~~nor~~properties ~~has~~are ~~our~~held ~~Company~~for ~~been~~investment ~~involved~~purposes. The remaining 14 properties are in ~~any~~the ~~mergers~~process of rehabilitation, ~~acquisitions~~except orfor ~~consolidations.~~0 ~~Neither~~properties that we, ~~nor~~hold ~~our~~for ~~officers,~~investment. ~~Directors~~To date, we ~~promoters~~now orown ~~affiliates,~~three ~~have~~classes ~~had~~of ~~preliminary~~real ~~contact~~estate: orsingle ~~discussions~~family, ~~with~~multi-family and commercial, ~~nor~~all doof wewhich ~~have~~are ~~any~~located ~~present~~in ~~plans~~Florida, ~~proposals~~Illinois, California, ~~arrangements~~Ohio, orMichigan, ~~understandings~~Colorado ~~with,~~and ~~any~~Washington. ~~representatives~~Some of ~~the~~these ~~owners~~properties ofare ~~any~~held ~~business~~by orus ~~company~~and ~~regarding~~some ~~the~~are ~~possibility~~held ofin anour ~~acquisition~~wholly-owned subsidiary, orPraetorian ~~merger~~Capital, LLC, a Florida limited liability company formed on October 22, 2013.

~~According~~With all toour ~~the~~projects USwe ~~Presidents~~hope ~~Counsel~~to onimmediately ~~Physical~~crystallize ~~Fitness~~our ~~and~~gain ~~Sports~~by ~~and~~listing ~~the U.S. Department of Health~~ and ~~Human~~selling ~~Services~~ the ~~following~~properties ~~facts~~upon ~~are~~completion ~~based~~of onthe ~~information~~rehabilitation. We ~~from~~will, ~~publications~~however, ~~prepared~~reassess byall ~~agencies~~properties ~~and~~at ~~offices of~~ the ~~Department~~time of ~~Health~~completion and ~~Human~~if ~~Services:~~there ~~the~~is ~~Centers~~an ~~for~~opportunity ~~Disease~~to ~~Control~~earn ~~and~~a ~~Prevention;~~larger ~~the~~return ~~National~~by holding ~~Center~~the ~~for~~property ~~Health~~long-term ~~Statistics;~~and ~~the~~leasing ~~Office~~it ofas ~~the~~opposed ~~Surgeon~~to ~~General~~immediately ofliquidating the ~~United~~asset ~~States~~we ~~(Physical~~would ~~Activity~~exercise ~~and~~that ~~Health,~~option. ~~1996;~~We would ~~Call~~also toevaluate ~~Action~~adding toa ~~Prevent~~leveraged ~~and~~facility ~~Decrease~~in ~~Overweight~~order ~~and~~to ~~Obesity,~~maximize ~~2001), and~~ the ~~Office of Disease Prevention and Health Promotion (Healthy People 2010)~~return.

~~· Adults 18 and older need 30 minutes of physical activity on five or more days a week to be healthy; children and teens need 60 minutes of activity a day for their health.~~3

·Table ~~Significant health benefits can be obtained by including a moderate amount~~ of physical activity (e.g., 30 minutes of brisk walking or raking leaves, 15 minutes of running, 45 minutes of playing volleyball). Additional health benefits can be gained through greater amounts of physical activity.Contents

	·	Thirty to sixty minutes of activity broken into smaller segments of 10 or 15 minutes throughout the day has significant health benefits.
	·	Moderate daily physical activity can reduce substantially the risk of developing or dying from cardiovascular disease, type 2 diabetes, and certain cancers, such as colon cancer. Daily physical activity helps to lower blood pressure and cholesterol, helps prevent or retard osteoporosis, and helps reduce obesity, symptoms of anxiety and depression, and symptoms of arthritis.

Our plan is to use monies invested in our company to purchase and/or develop further residential properties in the various US markets that, while presently struggling, have historically demonstrated strong growth and positive general economic conditions. We have a network of “in market partners” that consists of brokers, developers, builders, lenders, banks and other industry contacts to identify and acquire real estate assets that have the potential for significant return on investment. Every asset acquisition will be negotiated and analyzed by our management team and those we work with to assist with the selection, purchase, rehabilitation and resale of all assets. Asset selection will be based on several factors such as:

·1. ~~Following~~The aacquisition ~~sports~~price ~~activity~~compared ato ~~person~~properties ~~should~~that ~~conduct~~are ~~stretching.~~similar in nature and location;

In2. ~~order~~The tolikelihood ~~distinguish~~of ~~itself~~increase ~~from~~in ~~other~~potential ~~fitness~~value ~~product~~within ~~providers,~~the wenext ~~intend~~one to ~~sell~~five ~~a product which is not sport specific. Initially, we will focus on our stretching units.~~years;

The ability to generate income through leasing all or a portion of the asset;

The ability to successfully market and sell the asset in six months to one year;

The degree to which the asset is located in a favorable area with growth potential; and

The quality of workmanship condition of the asset (for improved buildings).

In negotiating and analyzing each project, our management team will prepare pro forma financial analysis, gather and review ownership information, comparable properties, income information, and general market analysis. Management will then determine if the property should be purchased and any conditions of the purchase. For those properties that management deems worthwhile, we will then attempt to negotiate favorable purchase terms and conditions.

We will be responsible for maintaining and rehabilitating assets owned by the company. These responsibilities include the following:

Paying property taxes, Special Improvement District (SID) fees, and other fees or taxes;

Maintaining appropriate insurance coverage;

Hiring qualified property management professionals to manage income producing assets. Any such property management arrangements will be paid from income generated from the asset;

Managing with consultants, engineers, developers and general contractors for any properties that require additional development; and

Securing and guaranteeing (if necessary) any loans required for the property.

When we determine that an opportunity exists to sell assets owned that we own, we will be responsible for managing the marketing and sale of the property. This may include the following:

Hiring qualified real estate broker to list the property for sale and to find a buyer;

Determine the appropriate sales price;

Negotiate sales terms with potential buyers; and

Oversee the closing of escrow and disbursement of sale proceeds.

Typically, if a 17% or greater return on investment can be achieved, the home will be liquidated. However, if greater profit can be realized by holding the property we will lease it to a tenant. To date, we have liquidated assets and have only held one properties for rental income. Both strategies are effective at maximizing returns. The short-term strategy can provide high returns and quick turnover, while the long-term leasing strategy can provide strong capitalization rates and appreciation potential, so long as the United States housing market normalizes back to pre-2007 pricing.

We are currently active in both foreclosure/trustee auctions and regular private party sales. Our goal at the foreclosure auction is to buy assets below their current market value, usually aiming for a 20-30% discount.

We work with our in-market partners who provide daily updates on properties as well as current market conditions through the use of analytics specific to each region. We feel that in today’s real estate market it’s crucial to stay out in front of the market whenever possible. This strategic advantage is crucial to our success in each market because it allows us to be selective in targeting specific assets and each area. Furthermore, we go the extra mile on each property scrutinizing all things related to the property, area and the market that could impact our success so that we mitigate the risk of loss or a low return.

~~About~~Table ~~Stretching~~of Contents

~~Stretching~~Cannabis Real isEstate a form of physical exercise in which a specific skeletal muscle (or muscle group) is deliberately elongated often by abduction from the torso, in order to improve the muscle's felt elasticity and reaffirm comfortable muscle tone. The result is a feeling of increased muscle control, flexibility and range of motion. Stretching is also used therapeutically to alleviate cramps.Solutions

InWe have ~~its~~been ~~most~~searching ~~basic~~in ~~form~~Colorado, ~~stretching~~Washington, isFlorida aand ~~natural~~California ~~and~~or ~~instinctive~~properties ~~activity;~~to itacquire issuited ~~performed~~to bythe ~~humans~~cannabis industry. We will continue to evaluate and ~~many~~consider ~~animals.~~the Itpurchase ~~can~~of beindustrial ~~accompanied~~commercial bybuildings ~~yawning.~~that ~~Stretching~~are ~~often~~in ~~occurs~~the ~~instinctively~~designated ~~after~~zoned ~~waking~~areas of ~~from~~municipalities. ~~sleep~~To date, after ~~long~~extensive ~~periods~~due ofdiligence, ~~inactivity~~we have acquired only two properties suited for cannabis use. Furthermore, the orfinal ~~after~~use ~~exiting~~of ~~confined~~these ~~spaces~~properties ~~and~~is ~~areas~~not limited to the cannabis industry.

~~Increasing~~In order ~~flexibility~~to ~~through~~attract ~~stretching~~cannabis-related istenants ~~one~~to lease our properties, we are willing to renovate these spaces based on the requirements of the ~~basic~~business, ~~tenets~~and ofincorporate ~~physical~~these ~~fitness~~additional costs into their lease. ItFor example, if it is ~~common~~a ~~for~~grow ~~athletes~~facility towe ~~stretch~~will ~~before~~provide significant electrical, HVAC, and ~~after~~security ~~exercise~~upgrades. inOften ~~order~~these tenant improvements are the responsibility of the leasee. Additionally, we are willing to ~~reduce~~facilitate ~~injury~~these improvements by offering to consult on the build-out of their facility and/or ~~increase~~capital ~~performance~~based on the needs of the tenant, the term of the lease, and their business model. However, after our due diligence certain projects were not pursed inasmuch as they failed to meet our underwriting standards.

~~Stretching~~In the ~~can~~marijuana bespace, ~~dangerous~~tenants ~~when~~typically ~~performed~~pay ~~incorrectly.~~a ~~There~~30 ~~are~~– ~~many~~40 ~~techniques~~percent ~~for~~premium ~~stretching~~to inlease ~~general~~space to operate in, ~~but~~simply ~~depending~~due onto ~~which~~the ~~muscle~~nature of ~~group~~the isbusiness. ~~being~~We ~~stretched,~~plan ~~some~~to ~~techniques~~offer ~~may~~our bespace ~~ineffective~~at ora ~~detrimental,~~lesser ~~even~~premium to the ~~point~~usual of30 ~~causing~~- ~~permanent~~40 ~~damage~~percent. toOur ~~the~~targets ~~tendons,~~are ~~ligaments~~20 ~~and~~- ~~muscle~~30 ~~fiber~~percent.

~~The~~In Florida, ~~L-3~~we ~~stretching~~purchased ~~apparatus~~and ~~was~~rehabilitated ~~specifically~~a ~~designed,~~9.23 byacre ~~our~~property ~~former~~totaling ~~President~~209,000 tosquare ~~encourage~~feet ~~proper~~in ~~stretching~~a ~~within~~trio ~~the~~of ~~gym~~industrial ~~environment~~buildings ~~and~~to house ~~home~~cannabis ~~exercise room~~operations. ByHowever, ~~providing~~because anthe ~~apparatus~~ballot ~~specifically~~measure ~~designed~~did ~~for~~not ~~stretching,~~receive ~~that~~60% ~~will~~voter beapproval ~~located~~the ~~between~~measure ~~the~~failed. ~~weight~~Regardless, we ~~lifting~~are ~~environment~~confident in ~~the~~our ~~public~~ability ~~gym~~to ormaximize ~~home,~~the itvalue isof ~~anticipated~~the ~~that~~asset ~~people~~and will ~~stretch~~market ~~and~~the ~~stretch~~property ~~properly~~for ~~using this apparatus~~sale.

~~The~~Financing and ~~Product~~Consulting Services

WeWhile we ~~will~~continue ~~focus~~to onbe ~~selling~~willing ~~the~~to ~~“L-3”~~consider ~~stretching~~and ~~apparatus~~provide financing and consulting services to bethe ~~used~~cannabis byindustry, in addition to our commercial ~~gym~~real ~~enthusiasts~~estate ~~pre~~solutions, ~~and~~we ~~post~~have tonot ~~their~~undertaken ~~exercise~~such ~~activities~~proposals based on our due diligence. We ~~are~~will ~~focusing~~continue ~~specifically~~to onentertain financing ~~the~~options ~~L-3~~with ~~stretching~~licensed ~~apparatus~~or ~~because~~existing weoperators ~~believe~~within the marijuana industry that ~~although~~require ~~there~~start-up, ~~are~~operating ~~several~~or ~~ways~~expansion capital. ~~for~~As ~~gym~~previously ~~users~~indicated, towe ~~stretch~~have ~~while~~invested ~~they~~in ~~are~~two building designated to be used in the ~~gym,~~cannabis ~~there~~industry. isWe ~~rarely~~will ~~available~~also consider aproviding ~~dedicated~~capital ~~stretching~~to ~~apparatus,~~current ~~especially~~and ~~one~~potential ~~which~~tenants ~~upon~~of ~~installation~~our ~~takes~~buildings ~~very~~that ~~little~~require ~~physical~~funding ~~space,~~to anrefinance ~~important~~current ~~aspect~~debt, ofas long ~~installing~~as ~~additional~~they ~~equipment~~meet inour aunderwriting ~~functioning gym~~criteria. IfAdditionally, we ~~are~~offer ~~successful~~sale-and-leaseback infinancing ~~establishing~~arrangements ~~ourselves~~with astenant apurchase options. ~~supplier~~These types of ~~stretching~~financing ~~apparatus,~~solutions weprovide ~~will~~flexibility ~~consider~~for ~~expanding~~our totenants ~~other~~long-term, ~~health~~while ~~related~~capitalizing ~~items~~their operations.

WeThrough our ~~will~~network ~~initially~~of ~~offer~~real ~~only~~estate ~~one~~experts ~~type~~- oflegal, ~~stretching~~licensing, ~~apparatus~~construction ~~that~~and isgrowing a- ~~multifunctional~~we ~~square~~plan ~~with~~to ~~wood~~provide ~~finish~~consulting onservices ~~the~~to ~~outside~~our tenants ~~and~~in athe ~~metal~~marijuana ~~apparatus~~industry intrying to navigate the ~~inside~~real –estate/zoning ~~providing~~process ~~for~~and/or ~~extra~~regulatory ~~strength~~environment. ~~The~~We ~~L-3~~provide counsel ~~stretching~~to ~~apparatus~~help ~~will~~businesses beset 6up ~~feet~~their ingrow ~~height~~operations. Specifically, we can provide guidance/counsel regarding construction management and ~~will~~grow ~~have~~design a(electrical, ~~width~~HVAC, oflighting, 5etc.). ~~inches~~We onare ~~each~~also ~~side~~looking ofinto ~~the~~providing ~~square~~regulatory compliance consulting.

~~Principle~~Legal Considerations ~~Markets~~in ~~and~~Cannabis ~~Marketing~~Related ~~Strategy~~Activities

~~Our~~The Cole ~~marketing strategy will be to focus on health clubs and professional gyms.~~Memo

~~The~~We intend ~~L-3~~to ~~stretching~~conduct ~~apparatus~~rigorous ~~prototype~~due ~~has~~diligence ~~been~~to ~~tested~~verify bythe ~~our~~legality ~~former~~of ~~president,~~all aactivities ~~highly~~that ~~regarded~~we ~~personal~~engage ~~trainer and some of his colleagues~~in. ~~Initially~~We werealize ~~plan~~that tothere ~~start~~ is a ~~grass-roots~~discrepancy ~~marketing~~between ~~campaign~~the bylaws ~~teaching~~in ~~personal~~some ~~trainers~~states, ~~about~~which permit the ~~product~~distribution and ~~the~~sale ~~benefits~~ of ~~using~~medical ~~it.~~and Werecreational ~~intend~~marijuana, tofrom federal ~~hold~~law ~~one~~that onprohibits ~~one~~any ~~discussion~~such ~~with~~activities. ~~trainers~~The ~~and~~Controlled atSubstances ~~one~~Act ~~point~~(“CSA”) ~~ask~~makes ~~the~~it ~~trainers~~illegal tounder ~~offer~~federal law ~~the product~~ to ~~the~~manufacture, ~~managers~~distribute, ofor ~~these~~dispense ~~gyms~~marijuana. WeMany ~~intend~~states toimpose ~~manufacture~~and ~~tens~~enforce ofsimilar ~~units~~prohibitions. ofNotwithstanding ~~L-3s~~the federal ban, ~~printed~~23 ~~with~~states ~~our logo~~ and ~~phone~~the ~~number.~~District ~~In addition, after we create our YouTube presentation~~ of ~~the~~Columbia ~~product~~have welegalized ~~plan~~certain ~~to create an e~~marijuana-~~commerce~~related ~~website~~activity. ~~that~~These ~~will~~21 ~~allow~~states ~~for~~include: Alaska, ~~customers~~Arizona, toMichigan, ~~purchase~~Oregon, ~~our~~Arizona, ~~product~~Hawaii, ~~online~~Montana, ~~with~~Rhode ~~different~~Island, ~~finishes~~California, ~~and~~Illinois, ~~different~~Nevada, ~~colors~~Vermont, ~~and~~Colorado, toMaine, New ~~pay~~Hampshire, ~~for~~Washington, ~~their~~Connecticut, ~~orders~~Maryland, ~~via~~New ~~credit~~Jersey, ~~card~~Delaware, ~~and~~Massachusetts, ~~also~~Minnesota, toNew ~~track~~Mexico ~~their~~and ~~shipments~~New York.

~~Eventually,~~In light weof ~~hope~~these ~~that~~developments, ~~our~~U.S. ~~web~~Department ~~site~~of ~~will~~Justice ~~include~~Deputy aAttorney ~~large~~General ~~list~~James ofM. ~~health-related~~Cole ~~products.~~issued Ina memorandum (the ~~future,~~“Cole Memo”) weto ~~intend~~all toUnited ~~employ~~States ~~search~~Attorneys ~~engine~~providing ~~optimization~~updated ~~policy~~guidance to ~~promote~~federal ~~our~~prosecutors ~~site~~concerning ~~ranking,~~marijuana ~~and~~enforcement under tothe beCSA. ~~able~~The toCole ~~attract~~Memo ~~customers.~~guidance ~~Eventually~~applies ~~we plan~~ to ~~use~~all aof ~~variety~~DOJ’s offederal ~~social~~enforcement ~~media~~activity, ~~tools~~including ~~such~~civil asenforcement and ~~Twitter,~~criminal ~~LinkedIn~~investigations and ~~Facebook~~prosecutions, toconcerning ~~increase~~marijuana ~~coverage~~in ~~and~~all ~~minimize workloads~~states.

~~Our~~Table ~~marketing messages will include a variety~~ of ~~themes that are important to our business. These message themes include:~~Contents

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

§ ~~Report~~Preventing ~~that according to~~ the USdistribution ~~Presidents Counsel on Physical Fitness and Sports Adults 18 and older need 30 minutes~~ of ~~physical~~marijuana ~~activity on five or more days a week~~ to ~~be healthy.~~minors;

§ ~~Remind~~Preventing ~~customers~~revenue offrom the ~~importance~~sale of ~~using~~marijuana ~~the~~from ~~right~~going ~~equipment~~to ~~while~~criminal ~~stretching.~~enterprises, gangs, and cartels;

~~Our~~§ ~~former~~Preventing ~~president~~the isdiversion aof ~~well-known~~marijuana ~~personal~~from ~~trainer~~states ~~and~~where ~~his~~it ~~personal~~is ~~knowledge~~legal ~~with~~under ~~many~~state ~~owners~~law ofin ~~gym~~some ~~facilities~~form ~~has been used~~ to ~~carry~~other ~~out our marketing plan and the testing of additional products.~~states;

~~Competition~~§ Preventing state-authorized marijuana activity from being used as a cover or pretext for the trafficking of other illegal drugs or other illegal activity;

~~Our~~§ ~~competition~~Preventing ~~consists~~violence ~~mainly of other e-commerce sites as well as traditional health~~ and ~~fitness~~the ~~stores~~use ~~where stretching and sports accessories are sold. The following are some~~ of ~~the~~firearms ~~larger~~in ~~retailers on~~ the ~~internet~~cultivation ~~whom~~and ~~also~~distribution ~~sell~~of ~~directly to our potential customers (health spas and gyms):~~marijuana;

~~www.gymsource.com~~§ –Preventing ~~Americas~~drugged #1driving ~~fitness~~and ~~equipment~~the ~~source~~exacerbation ~~since~~of ~~1937~~other adverse public health consequences associated with marijuana use;

~~www.warehousefitness.com~~§ –Preventing athe ~~factory~~growing ~~direct~~of ~~source~~marijuana ~~for~~on ~~exercise~~public ~~equipment~~lands atand ~~wholesale~~the ~~prices~~attendant public safety and environmental dangers posed by marijuana production on public lands; and

~~www.americanfitness.net~~§ –Preventing ~~provide~~marijuana ~~customized~~possession ~~solutions~~or ~~for~~use ~~commercial~~on ~~fitness~~federal ~~centers~~property.

~~Employees~~Deputy Attorney General Cole is issuing supplemental guidance directing that prosecutors also consider these enforcement priorities with respect to federal money laundering, unlicensed money transmitter, and BSA offenses predicated on marijuana-related violations of the CSA.

At present, we have one employee who is our sole officer and director responsible for planning, developing and operational duties. He will continue to do so throughout the early stages of our growth. We have no intention of hiring additional employees until we have sufficient, reliable revenue from our operations. Our sole officer and director is planning to do whatever work is required until our business is at the point of having positive cash flow. We do not have any written employment agreements in place with our sole officer and director.FinCEN

~~Going~~The Financial ~~Concern~~Crimes Enforcement Network (“FinCEN”) provided guidance on February 14, 2014 about how financial institutions can provide services to marijuana-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:

We§ ~~have~~bank ~~funded~~(except ~~our~~bank ~~initial~~credit ~~operations~~card through the issuance of 1,700,000 shares of capital stock for net proceeds of $58,800 and the sale of two promissory notes in the aggregate principal amount of $150,000. Due to the uncertainty of our ability to generate sufficient revenues from our operating activities and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due, in their report on our financial statements for the fiscal year ended December 31, 2012, our registered independent auditors included additional comments indicating concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our registered independent auditors. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.systems);

To§ ~~date,~~broker ~~our cash flow requirements have been primarily met by equity and debt financings. Management expects to keep operating costs to a minimum until cash is available through financing~~ or ~~operating~~dealer ~~activities.~~in ~~Management plans to continue to seek other sources of financing on favorable terms~~securities; however, there are no assurances that any such financing can be obtained on favorable terms, if at all. If we are unable to generate sufficient revenues or unable to obtain additional funds for our working capital needs, we may need to cease or curtail operations.

~~Furthermore,~~§ ~~there~~money isservices no assurance the net proceeds from any successful financing arrangement will be sufficient to cover cash requirements during the initial stages of the Company's operations. For these reasons, our independent registered auditors believe that there is substantial doubt that we will be able to continue as a going concern.business;

~~Recent~~§ ~~Developments~~telegraph company;

~~The~~§ Company commenced a capital formation activity by filing a Registration Statement on Form S-1 to the SEC to register and sell in a self-directed offering 1,000,000 shares of newly issued common stock at an offering price of $0.20 per share for proceeds of up to $200,000. As of December 31, 2012, the Company raised gross proceeds of $54,000 with the issuance of 270,000 shares of its common stock from this offering.casino;

card club; and

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

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

In assessing the risk of providing services to a marijuana-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 marijuana-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.

OnTable ~~November 7, 2012, Dr. Kent Ausburn purchased an aggregate~~ of 1,430,000 shares of our outstanding common stock from Noam Katzav and David Zohar, our former officers and directors, in a private transaction. Immediately upon closing of the transaction, Dr. Ausburn became the majority shareholder of the Company and beneficially owned 84.12% of the outstanding voting shares of the Company.Contents

~~During~~As part ~~January~~of ~~and~~its ~~February,~~customer ~~2013~~due diligence, a financial institution should consider whether a marijuana-related business implicates one of the ~~Company~~Cole ~~issued~~Memo ~~two~~priorities ~~promissory~~or ~~notes~~violates state law. This is a particularly important factor for ~~total~~a ~~proceeds~~financial ofinstitution ~~$150,000~~to atconsider when anassessing ~~interest~~the ~~rate~~risk of ~~18%~~providing ~~per~~financial ~~annum,~~services ~~which~~to ~~are~~a ~~unsecured~~marijuana-related ~~and~~business. ~~payable~~Considering onthis ~~demand~~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 marijuana-related business would be required to file suspicious activity reports.

~~ITEM~~While we 1Abelieve we do not qualify as a financial institution in the United States, we cannot be certain that we do not fall under the scope of the FinCEN guidelines. ~~RISK~~As ~~FACTORS~~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 following FinCEN’s guidelines will help us best operate in a prudent, reasonable and acceptable manner. There is no assurance, however, that our activities will not violate some aspect of the CSA. If we are found to violate the federal statute or any other in connection with our activities, our company could face serious criminal and civil sanctions. Moreover, since the use of marijuana is illegal under federal law, we may have difficulty acquiring or maintaining bank accounts and insurance and our shareholders may find it difficult to deposit their stock with brokerage firms.

~~In addition to the other information in this Annual Report on Form 10-K, stockholders or prospective investors should carefully consider the following risk factors:~~Local Laws

~~Risks~~Local laws ~~Relating~~at tothe ~~Our~~city, ~~Lack~~county and municipal level add an additional layer of ~~Operating~~complexity ~~History~~to legalized marijuana. Despite a state’s having adopted legislation legalizing marijuana, cities, counties and municipalities, within the state seem to have the ability to otherwise restrict marijuana activities, including but not limited to cultivation, retail or consumption.

WeZoning sets forth the approved use of land in any given city, county or municipality. Zoning is set by local governments and may ~~never~~otherwise be restricted by state laws, for example, under certain state laws a seller of liquor may not be ~~able~~allowed to ~~effectuate~~operate ~~our~~within ~~business~~1,000 feet ~~plan~~of a school. There are and or ~~achieve~~will ~~profitability.~~be ~~Therefore~~similar restrictions imposed on marijuana operators, atwhich ~~this~~will ~~stage~~restrict how and where marijuana operations can be located and the manner and size of ~~our~~which ~~business~~they can grow and operate. Additionally, ~~potential~~zoning ~~investors~~is ~~have~~subject to change, properties can be re-zoned and a ~~high~~given ~~probability~~zoning ofmay ~~losing~~be ~~their~~withdrawn. ~~entire~~How ~~investment~~properties are zoned will have a direct impact on our business operations.

We were established on July 5, 2011, and have very little operating history. We are subject to all of the risks inherent in the establishment of a new business enterprise. We have had no revenue to date. Our operations to date have been principally focused on organizational, start-up, fund raising activities, initial design of the web site, the design and preparation of a pictorial manual depicting the several examples of stretching exercises using the L-3 apparatus and the design and production of ten prototypes of the L-3 stretching apparatus unit. We are a highly speculative venture involving significant financial risk. It is uncertain as to when we will become profitable, if ever.Competition

~~There~~We believe isthat ~~nothing~~the atcurrent ~~this~~market ~~time~~for onproperties ~~which~~that tomeet ~~base~~our aninvestment ~~assumption~~objectives ~~that~~is ~~our~~extremely ~~business~~competitive ~~operations~~and ~~will~~many ~~prove~~of toour becompetitors have ~~successful~~greater orresources ~~that~~than we ~~will~~do. ~~ever~~We becompete ~~able~~with tonumerous ~~operate~~other ~~profitably.~~entities Weengaged ~~may~~in ~~not~~real beestate ~~able~~investment toactivities, ~~successfully~~including individuals, ~~effectuate~~corporations, ~~our~~banks ~~lines~~and ofinsurance ~~business.~~company ~~There~~investment ~~can~~accounts, beother noREITs, ~~assurance~~real ~~that~~estate welimited ~~will~~partnerships, ~~ever~~the U.S. ~~achieve~~Government ~~any~~and ~~significant~~other ~~revenues~~entities, orto ~~any~~acquire, ~~profitability.~~manage ~~The~~and ~~revenue~~sell real estate properties and ~~income~~real ~~potential~~estate ofrelated assets. Many of our ~~proposed~~expected ~~business~~competitors ~~and~~enjoy ~~operations~~significant iscompetitive ~~unproven~~advantages asthat ~~the~~result ~~lack~~from, among other things, a lower cost of capital and enhanced operating ~~history~~efficiencies. ~~makes~~In itaddition, ~~difficult~~the tonumber ~~evaluate~~of ~~the~~entities ~~future~~and ~~prospects~~the amount of ~~our~~funds ~~business~~competing for suitable investments may increase.

WeCompliance with ~~expect losses in the near future~~Federal, ~~because~~State weand ~~have~~Local ~~not~~Environmental ~~generated revenue. Our revenues are expected to be sporadic rather than steady.~~Law

WeUnder various ~~expect~~federal, ~~losses~~state ~~over~~and ~~the~~local ~~next~~environmental ~~twelve~~laws, ~~months~~ordinances ~~because~~and weregulations, doa ~~not~~current ~~yet~~or ~~have~~previous ~~sufficient~~real ~~revenues~~property toowner ~~offset~~or operator ~~the~~may ~~expenses~~be ~~associated~~liable ~~with~~for the ~~initial~~cost ~~costs~~ of ~~developing~~removing ~~our~~or ~~business.~~remediating Wehazardous ~~cannot~~or ~~guarantee~~toxic ~~that~~substances weon, ~~will~~under ~~ever~~or in such property. These costs could be ~~successful~~substantial. inSuch ~~generating~~laws ~~revenues~~often inimpose liability whether or not the ~~future.~~owner ~~While~~or weoperator ~~have~~knew noof, ~~fixed~~or ~~costs~~was responsible for, the ~~revenues~~presence weof ~~generate~~such ~~from~~hazardous ~~selling~~or ~~and~~toxic ~~marketing~~substances. ~~our~~Environmental ~~products~~laws ~~are~~also ~~not~~may ~~likely~~impose torestrictions beon athe ~~steady~~manner ~~stream.~~in ~~Instead~~which property ~~they~~may ~~are~~be ~~likely~~used toor businesses may be ~~sporadic~~operated, and ~~irregular.~~these Ifrestrictions wemay ~~are~~require ~~unable~~substantial toexpenditures ~~generate~~or ~~revenues,~~prevent weus from ~~will~~entering ~~not~~into leases with prospective tenants that may be ~~able~~impacted toby ~~earn~~such ~~profits~~laws. Environmental laws provide for sanctions for noncompliance and may be enforced by government agencies or, ~~continue~~in ~~operations.~~certain ~~There~~circumstances, isby noprivate ~~history~~parties. ~~upon~~Certain ~~which~~environmental laws toand ~~base~~common ~~any~~law ~~assumption~~principles ascould be used to impose liability for the ~~likelihood~~release ~~that~~of weand ~~will~~exposure ~~prove~~to ~~successful~~hazardous substances, ~~and~~including asbestos-containing wematerials. ~~can~~Third ~~provide~~parties ~~investors~~may seek recovery from real property owners or operators for personal injury or property damage associated with noexposure ~~assurance~~to ~~that~~released wehazardous ~~will~~substances. ~~generate~~The cost of defending against claims of liability, of complying with environmental regulatory requirements, of remediating any ~~operating~~contaminated ~~revenues~~property, or ~~ever~~of ~~achieve~~paying ~~profitable~~person ~~operations~~injury claims could significantly affect our operating results and financial condition.

If our business strategy is not successful, we may not be able to continue operations and our stockholders may lose their entire investment in the Company.

As discussed in the Notes to the Financial Statements included in this Form 10K as of December 31, 2012 we had no revenue, and have incurred accumulated losses of $113,127 for the period from July 5, 2011 (inception) to December 31, 2012. Our business strategy may not be successful in addressing these issues. If we cannot continue operations, our stockholders may lose their entire investment in us.

Since our officer can work or consult for other companies, their activities could slow down our operations.

Our sole director and officer is not required to work exclusively for us. He does not devote all of his time to our operations. Therefore, it is possible that a conflict of interest with regard to his time may arise based on his services for other companies. His other activities may prevent him from devoting full-time to our operations which could slow our operations and may reduce our financial results because of the slowdown in operations.

WeTable ~~depend~~of ~~on key personnel~~Contents

Our future success will depend in part on the continued service of key personnel, particularly, Kent Ausburn, our sole director and officer. We have not entered into an employment agreement with Dr. Ausburn. If Dr. Ausburn chooses to leave our company we will face significant difficulties in attracting potential candidates for replacement of our key personnel due to our limited financial resources and operating history. Our future success will also depend on our ability to attract and retain key managers, sales and marketing people, and others. We face intense competition for these individuals from well-established companies. We may not be able to attract qualified new employees or retain existing employee, which may have a material adverse effect on our results of operations and financial condition.Employees

We dohave ~~not~~two employees. ~~own~~Mr. orLlorn ~~operate~~Kylo ~~any~~is ~~manufacturing~~our ~~facilities~~CEO and ~~are,~~Mr. ~~therefore~~Munjit Johal is our CFO. If business is successful and we experience rapid growth, we ~~dependent~~may onbe ~~third~~required ~~parties~~to ~~for~~hire ~~the~~new ~~manufacture~~personnel ofto improve, implement and administer our ~~products~~operational, management, financial and accounting systems.

WeItem ~~do not own or operate any manufacturing facilities and are, therefore, dependent on third parties for the manufacture of our products (L3 or other products)~~1A. Risk ~~We will rely on contract manufacturers to produce our products~~Factors. These contract manufacturers may also produce products for some of our competitors. If any of our contract manufacturers were unable or unwilling to produce and ship our products in a timely manner or to produce sufficient quantities to support our growth, if any, we would have to identify and qualify new contract manufacturers. There can be no assurance that we would be able to identify and qualify new contract manufacturers in a timely manner or that such manufacturers would allocate sufficient capacity to us in order to meet our requirements, which could adversely affect our ability to make timely deliveries of our products. In addition, there can be no assurance that the capacity of the contract manufacturers will be sufficient to fulfill our orders, and any supply shortfall could materially and adversely affect our business, results of operations, and financial condition.

This investment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below. If weany of ~~are~~the ~~unable~~following torisks ~~obtain~~actually ~~funding~~occur, our business, ~~operations~~operating ~~will~~results and financial condition could be harmed and the value of our stock could go down. This means you could lose all or a part of your investment.

~~In order to develop and manufacture our products, to market our products and to operate an online marketing platform~~ Because we ~~need~~have tono ~~obtain~~operating ~~additional~~history ~~funding. Additionally, to the extent that we seek to expand~~ in the ~~future,~~cannabis ~~the inability to raise the required capital will restrict our ability to expand~~industry, ~~and~~we may impair our ability to continue to conduct business operations. If we are unable to obtain necessary financing, we will likely be required to curtail our development plans, which could cause the Company to become dormant, or to be unable to start or expand the product line and sales and marketing of the product. Currently, we do not ~~have any arrangements or agreements to raise additional capital~~succeed.

ToWhile our ~~date~~CEO, Llorn Kylo, has experience in real estate transactions, we have ~~raised~~no ~~net~~specific ~~proceeds~~operating ofhistory ~~$58~~or experience in procuring,~~800~~ building ~~from~~out ~~sales~~or ofleasing ~~our~~real ~~common~~estate ~~stock~~for ~~and~~agricultural ~~$150~~purposes,~~000~~ ~~from~~specifically ~~sale~~marijuana ofgrow ~~two~~facilities, ~~promissory~~or ~~notes~~with respect to any other activity in the cannabis industry. WeMoreover, ~~need~~we are subject to ~~obtain~~all ~~additional~~risks ~~funding~~inherent ~~from~~in ~~any~~a ordeveloping ~~all~~a new business enterprise. Our likelihood of ~~operations,~~success ~~equity~~must ~~issuances,~~be ~~loans~~considered ~~from~~in ~~our~~light ~~sole~~of ~~director~~the problems, expenses, difficulties, complications, and ~~officer~~delays ~~(who~~frequently encountered isin ~~under~~connection nowith ~~obligation~~establishing ~~to,~~a new business and ~~have~~the ~~not~~competitive ~~undertaken~~and toregulatory ~~provide~~environment ~~loans),~~in orwhich ifwe ~~available~~operate. For example, ~~loans~~the ~~from~~medical ~~commercial~~marijuana ~~banks,~~industry ~~but~~is wenew doand may not ~~know~~succeed, ~~whether~~particularly weshould ~~will~~the befederal ~~able~~government change course and decide to ~~obtain~~prosecute ~~that~~those ~~funding~~dealing in medical marijuana. ~~Such~~If ~~additional~~that ~~funding~~happens there may ~~result~~not inbe ~~your~~an ~~proportionate~~adequate ~~interest~~market infor ~~the~~our ~~Company~~properties or ~~being~~other ~~diluted~~activities we propose to engage in.

~~Because~~You weshould dofurther consider, ~~not~~among ~~have~~other anfactors, ~~audit~~our orprospects ~~compensation~~for ~~committee~~success in light of the risks and uncertainties encountered by companies that, like ~~shareholders~~us, ~~will~~are ~~have~~in totheir ~~rely~~early onstages. ~~our~~For ~~sole~~example, ~~director~~unanticipated expenses, ~~who~~delays isand or complications with build outs, zoning issues, legal disputes with neighbors, local governments, communities and or tenants. We may not ~~independent~~successfully address these risks and uncertainties or successfully implement our operating strategies. If we fail to do so, it could materially harm our business to the ~~perform~~point ~~these~~of ~~functions~~having to cease operations and could impair the value of our common stock to the point investors may lose their entire investment.

WeBecause we domay ~~not~~be ~~have~~unable anto ~~audit~~identify and or ~~compensation~~successfully ~~committee~~acquire ~~comprised~~properties ofwhich ~~independent Directors. These functions~~ are ~~performed~~suitable byfor our ~~sole director and officer. Thus~~business, ~~there is a potential conflict of interest in that~~ our ~~sole~~financial ~~director and officer has the authority to determine issues concerning management compensation and audit issues that~~ condition may ~~affect~~be ~~management~~negatively ~~decisions~~affected.

~~Under~~Our business plan involves the ~~Sarbanes~~identification ~~Oxley~~and ~~Act~~the ofsuccessful ~~2002~~acquisition ~~and~~of ~~the~~properties ~~related~~which ~~rules~~are ~~and~~zoned ~~regulations~~for ofmarijuana ~~the~~businesses, ~~Securities~~including grow and ~~Exchange~~retail. ~~Commission,~~The properties we acquire will be ~~required~~leased to ~~implement~~licensed ~~additional~~marijuana ~~corporate~~operators. ~~governance~~Local ~~practices~~governments ~~and~~must ~~adhere~~approve toand adopt azoning ~~variety~~ordinances offor ~~reporting~~marijuana ~~requirements~~facilities and ~~complex~~retail ~~accounting rules~~dispensaries. ~~Compliance~~A ~~with~~lack ~~these~~of ~~obligations~~properly ~~requires~~zoned ~~significant~~real ~~management~~estate ~~time,~~may ~~places~~reduce ~~significant~~our prospects ~~additional~~and ~~demands~~limit on our ~~finance~~opportunity ~~and~~for ~~accounting~~growth ~~staff,~~ and onor ~~our~~increase ~~financial,~~the ~~accounting~~cost ~~and~~at ~~information~~which ~~system,~~suitable ~~which~~properties ~~will~~are ~~need~~available to beus. ~~expanded,~~Conversely a ~~and~~surplus ~~will~~of ~~increase~~real ~~our~~estate ~~insurance,~~zoned ~~legal~~for marijuana establishments may reduce demand and ~~financial~~prices ~~compliance~~we ~~costs~~are able to charge for properties we may have previously acquired.

~~Our~~Table ~~failure or inability to protect our intellectual property rights could diminish the value~~ of ~~our brand and weaken our competitive position.~~Contents

~~We currently rely on a combination of copyright, trade dress and unfair competition laws, as well as confidentiality procedures and licensing arrangements, to establish and protect~~ Because our ~~intellectual~~business ~~property~~is ~~rights.~~dependent Weupon ~~cannot~~continued ~~assure~~market ~~you~~acceptance ~~that the steps taken~~ by usconsumers, toany ~~protect~~negative ~~our~~trends ~~intellectual property rights~~ will beadversely ~~adequate~~affect ~~to prevent infringement of such rights by others, including imitation of~~ our ~~products and misappropriation of our brand~~business operations. ~~If we fail to protect and maintain our intellectual property rights, the value of our brand could be diminished and our competitive position may suffer.~~

~~Our~~We ~~proprietary~~are ~~rights~~substantially dependent ~~could~~on ~~potentially~~continued ~~conflict~~market ~~with~~acceptance ~~the~~and ~~rights~~proliferation of ~~others~~consumers of medical marijuana. We believe that as marijuana becomes more accepted the stigma associated with marijuana use will diminish and as a result consumer demand will continue to grow. And while we ~~may~~believe bethat ~~prevented~~the ~~from~~market ~~selling~~and ~~some~~opportunity in the marijuana space continues to grow, we cannot predict the future growth rate and size of the market. Any negative outlook on the marijuana industry will adversely affect our ~~products~~business operations.

~~Our~~In ~~success~~addition, it ~~depends~~is inbelieved ~~part~~by onmany ~~our~~that ~~ability~~large ~~to successfully sell our L~~well-3funded ~~stretching~~businesses ~~apparatus~~may ~~into~~have ~~the~~a ~~professional~~strong ~~fitness~~economic ~~world.~~opposition ~~Based~~to ~~on our former president’s initial contacts with private trainer colleagues regarding~~ the ~~usefulness~~cannabis ~~of the L-3 stretching apparatus, we believe that there is a need in the market for such a product and that such a market exists~~industry. We believe that ~~our~~the ~~proprietary~~pharmaceutical ~~rights~~industry inclearly ~~our~~does ~~name~~not ~~will~~want ~~have significant value and are important~~ to ~~identifying~~cede ~~and~~control ~~differentiating our products from those~~ of ~~our~~any ~~competitors~~product ~~and~~that ~~creating~~could ~~and~~generate ~~sustaining~~significant ~~demand for our products~~revenue. For Weexample, ~~cannot~~medical ~~assure~~marijuana ~~you that obstacles~~ will ~~not~~likely ~~arise~~adversely asimpact wethe ~~expand~~existing ~~our~~market ~~product~~for ~~line and~~ the ~~geographic~~current ~~scope~~“marijuana ofpill” ~~our~~sold by ~~sales~~the ~~and~~mainstream ~~marketing.~~pharmaceutical ~~Third parties may assert intellectual property claims against us~~industry, ~~particularly~~should asmarijuana wedisplace ~~expand~~other ~~our~~drugs ~~business~~or ~~and~~encroach upon the ~~number~~pharmaceutical of industry’s products ~~we offer~~. ~~Our~~The ~~defense~~pharmaceutical ofindustry ~~any~~is ~~claim,~~well ~~regardless~~funded ofwith ~~its~~a ~~merit,~~strong ~~could~~and beexperienced ~~expensive~~lobby ~~and~~that ~~time~~eclipses ~~consuming~~the ~~and~~funding ~~could~~of ~~divert~~the ~~management~~medical marijuana ~~resources~~movement. ~~Successful~~Any ~~infringement~~inroads ~~claims~~the ~~against~~pharmaceutical us could ~~result~~make in ~~significant~~halting ~~monetary~~the ~~liability~~impending orcannabis ~~prevent~~industry us from selling some of our products. In addition, resolution of claims may require us to redesign our products, license rights from third parties or cease using those rights altogether. Any of these events could ~~harm~~have ~~our~~a ~~business~~detrimental impact ~~and~~on ~~cause~~ our ~~results~~proposed ~~of operations, liquidity and financial condition to suffer~~business.

WeThe price ~~currently~~we ~~own~~pay ~~the~~for ~~exclusive~~acquisitions ~~right~~of toreal ~~use~~property ~~the~~will ~~domain~~be ~~name~~based ~~www.L3corp1.com~~on ~~relating to~~ our ~~brand.~~projections Weof ~~may~~market bedemand, ~~unable~~as towell ~~prevent~~as ~~third~~on ~~parties~~market ~~from acquiring~~ factors, and ~~using~~our ~~domain~~return ~~names~~on ~~that infringe or otherwise decrease the value of~~ our ~~trademarks~~investment ~~and~~may ~~other~~be ~~proprietary~~lower ~~rights.~~than ~~Failure~~expected toif ~~protect~~any ~~our~~of ~~domain names could adversely affect~~ our ~~brand,~~projections ~~and~~are ~~make it more difficult for users to find our website~~inaccurate.

ToThe ~~successfully~~price ~~operate~~we pay for real property investments and the terms of our ~~business~~debt investments will be based on our projections of market demand, the costs of any renovation of a property, borrower expertise and other factors. In addition, as the real estate market continues to strengthen with the improvement of the U.S. economy, we ~~must~~will ~~receive~~face ~~timely~~increased ~~delivery~~competition, which may drive up prices for real estate assets, result in less available distressed properties and make acquisitions less favorable to us. If any of ~~merchandise~~our ~~from~~projections are inaccurate or we ascribe a higher value to assets and their value subsequently drops or fails to rise because of market factors, returns on our ~~vendors~~investment may be lower than expected and ~~suppliers~~could experience losses.

ToAn increase ~~successfully~~in ~~operate~~mortgage ~~our~~interest ~~business,~~rates ~~we must receive timely delivery of merchandise from our vendors and contract manufacturers. As we grow, some of these vendors may not have sufficient capital, resources~~ or ~~personnel to satisfy their commitments to us. Any significant delay in~~ the ~~delivery~~unavailability of ~~products~~mortgage byfinancing ~~vendors~~may ~~could~~reduce ~~have~~consumer ademand ~~material~~for ~~adverse effect on~~ our ~~business, results of operations, and financial condition~~properties.

InVirtually ~~addition,~~all purchasers ~~the~~of ~~contract~~our ~~manufacturers~~properties ~~will~~finance betheir ~~contractually~~acquisitions ~~required~~through tolenders ~~maintain~~providing ~~the~~mortgage ~~quality~~financing. A substantial increase in mortgage interest rates or unavailability of mortgage financing would adversely affect the ~~products~~ability weof ~~sell~~prospective ~~and~~homebuyers to obtain ~~comply~~the ~~with~~financing ~~applicable~~they ~~laws~~would ~~and~~need ~~regulations~~in ~~relating~~order to purchase our properties, as well as adversely affect the ~~production~~ability of ~~such~~prospective upgrading ~~products.~~homebuyers ~~There~~to ~~can~~sell betheir nocurrent ~~assurance~~homes. ~~that~~The ~~our~~availability ~~contract~~of ~~manufacturers~~mortgage ~~will~~financing ~~always~~and ~~produce~~mortgage ~~products~~interest ~~that~~rates are ~~consistent~~affected by ~~with~~market forces beyond our ~~standards~~control. ~~The~~If ~~failure~~mortgage offinancing ~~any~~becomes ~~contract~~less ~~manufacturer~~available, todemand ~~produce~~for ~~products~~our ~~that~~properties ~~conform~~could todecline. ~~our~~A reduction ~~standards~~in demand could ~~materially~~also ~~adversely~~have ~~affect~~an adverse effect on the pricing of our ~~reputation~~properties because we and our competitors may reduce prices in an effort to better compete for home buyers. Price reductions could result in ~~product~~a ~~recalls,~~decline ~~product~~in ~~liability~~our ~~claims~~revenues and ~~severe~~in ~~economic~~our ~~loss~~margins.

WeBecause we ~~may~~buy, ~~issue~~sell ~~additional~~and ~~common~~lease ~~shares in the future~~property, ~~which~~we ~~would~~will ~~reduce~~be ~~our~~subject ~~current~~to ~~investors’~~general ~~percentage~~real ofestate ~~ownership and which may dilute our share value~~risks.

~~Our~~We will ~~Certificate~~be ofsubject ~~Incorporation~~to ~~authorizes~~risks generally incident to the ~~issuance~~ownership of ~~200~~real estate,~~000,000~~ ~~shares~~including: (a) changes in general economic or local conditions; (b) changes in supply of, ~~common~~or ~~stock~~demand for, ofsimilar ~~which~~or 1competing properties in the area; (c) bankruptcies,~~700,000~~ ~~shares~~financial difficulties ~~are~~or ~~issued~~defaults ~~and~~by ~~outstanding.~~tenants ~~The~~or ~~future~~other ~~issuance~~parties; of(d) ~~additional~~increases ~~shares~~in ofoperating ~~common~~costs, ~~stock~~such ~~which~~as wetaxes ~~are~~and ~~currently~~insurance; ~~authorized~~(e) the inability to ~~issue~~achieve ~~may~~full ~~result~~stabilized inoccupancy ~~substantial~~at ~~dilution~~rental inrates ~~the~~adequate ~~percentage~~to ofproduce ~~our~~targeted ~~common~~returns; ~~stock~~(f) ~~held~~periods byof ~~our~~high ~~then~~interest ~~existing~~rates and ~~shareholders.~~tight Wemoney ~~may~~supply; ~~value~~(g) ~~any~~excess ~~common~~supply ~~stock~~of ~~issued~~rental properties in the ~~future~~market onarea; an(h) ~~arbitrary~~liability ~~basis.~~for ~~The~~uninsured ~~issuance~~losses ofresulting from ~~common~~natural ~~stock~~disasters or other perils; (i) liability for ~~future~~environmental ~~services~~hazards; orand ~~acquisitions~~(j) changes in tax, real estate, environmental, zoning or other ~~corporate~~laws ~~actions~~or ~~may~~regulations. ~~have~~For ~~the~~these ~~effect~~and ofother ~~diluting~~reasons, ~~the~~no ~~value~~assurance ofcan ~~the~~be ~~shares~~given ~~held~~that bywe ~~our~~will ~~investors,~~be profitable and ~~might~~one or ~~have~~more anof ~~adverse~~these ~~effect~~risks oncould ~~any~~be ~~trading~~detrimental ~~market~~to ~~for~~ our ~~common stock~~business.

WeTable ~~lack~~of ~~proper internal controls and procedures.~~Contents

~~We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in~~ Because our ~~Exchange~~business ~~Act~~model ~~reports~~depends isupon ~~recorded, processed, summarized, and reported within~~ the ~~time~~availability ~~periods~~of ~~specified~~private ~~in the Securities and Exchange Commission’s rules and forms~~financing, ~~and~~any ~~that~~change ~~such~~in ~~information is accumulated and communicated to~~ our ~~management,~~ability ~~including our Chief Executive Officer, as appropriate,~~ to ~~allow~~raise ~~timely~~money ~~decisions~~will ~~regarding~~adversely affect ~~required disclosure based on the definition of “disclosure controls and procedures” in Rule 13a-15(e). In designing and evaluating the disclosure controls and procedures,~~ our ~~management~~financial recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedurescondition.

~~Management~~Our ability ~~has~~to ~~identified~~acquire, ~~certain~~operate ~~material~~and ~~weaknesses~~sell ~~relating~~properties, toengage ~~our~~in ~~internal~~the ~~controls~~business ~~and~~activities ~~procedures.~~that ~~Due~~we tohave ~~the~~planned ~~size~~ and ~~nature~~achieve ofpositive ~~the~~financial performance ~~Company~~depends, ~~segregation~~in oflarge ~~all~~measure, ~~conflicting~~on ~~duties~~our ~~may~~ability ~~not~~to ~~always~~obtain befinancing ~~possible~~in oramounts ~~economically~~and ~~feasible.~~on ~~However,~~terms tothat ~~the~~are ~~extent~~favorable. ~~possible,~~The ~~management~~capital markets ~~plans~~in ~~to implement procedures to assure~~ the ~~initiation~~United ofStates ~~transactions,~~have ~~the~~recently ~~custody~~undergone ofa ~~assets,~~turbulent ~~the~~period ~~recording~~in ofwhich ~~transactions~~lending ~~and~~was ~~the~~severely ~~approval~~restricted. ofAlthough ~~reports~~there appears ~~will~~to be ~~performed~~signs ~~by separate individuals. We believe~~ that ~~the~~financial ~~foregoing~~institutions ~~steps~~are ~~will~~resuming ~~remediate~~lending, the ~~deficiencies~~market ~~identified~~has ~~and~~not weyet ~~continue~~returned to ~~monitor~~its ~~the~~pre-2008 ~~effectiveness~~state. ofObtaining favorable ~~these~~financing ~~steps~~in ~~and~~the ~~make~~current ~~any~~environment ~~changes~~remains ~~that management deems appropriate~~challenging. ~~Additionally,~~In ~~management~~the ~~compensates~~event ~~for~~ the ~~lack~~lender ofor ~~segregation~~any ofother ~~duties~~is byunable ~~employing~~to ~~close~~finance our ~~involvement~~business, ofwe ~~management~~will innot ~~day~~be toable ~~day operations and outsourcing~~ to ~~financial~~implement ~~consultants,~~our ~~thereby~~business ~~minimizing~~plan ~~the~~and ~~materiality~~our offinancial ~~the~~performance ~~impact~~could ofbe ~~such~~adversely ~~limitations~~affected.

~~Risks~~Because we ~~Relating~~will tocompete ~~our~~with ~~Common~~others ~~Stock~~for suitable properties, competition will result in higher costs that could materially affect our financial condition.

We will ~~are~~experience ~~subject~~competition tofor ~~the~~real ~~15(d)~~estate ~~reporting~~investments ~~requirements~~from ~~under~~individuals, ~~the~~corporations ~~Securities~~and ~~Exchange~~other ~~Act~~entities engaged in real estate investment activities, many of ~~1934~~whom ~~which~~have ~~does~~greater ~~not~~financial ~~require~~resources athan ~~company~~us. toCompetition ~~file~~for ~~all~~investments may have the ~~same~~effect of ~~reports~~increasing costs and ~~information~~reducing asreturns ato ~~fully~~our ~~reporting company~~investors.

~~Until~~Because marijuana ~~our common stock~~ is ~~registered~~illegal under ~~the~~federal ~~Exchange Act~~law, we ~~will~~could ~~not~~ be ~~a fully reporting company, but only~~ subject to ~~the~~criminal ~~reporting~~and ~~obligations~~civil ~~imposed~~sanctions byfor ~~Section~~engaging ~~15(d)~~in ofactivities ~~the~~that ~~Securities~~violate those ~~Exchange Act of 1934~~laws.

~~There~~The U.S. Government classifies marijuana as a schedule-I controlled substance. As a result, marijuana is ~~limited~~an ~~public~~illegal ~~(trading)~~substance ~~market~~under federal ~~for~~law. ~~our~~Even ~~common~~in ~~stock;~~those ~~therefore~~jurisdictions in which the use of medical marijuana has been legalized at the state level, ~~our~~its ~~investors~~prescription is ~~may~~a ~~not~~violation beof ~~able~~federal law. The United States Supreme Court has ruled in United States v. Oakland Cannabis Buyers' Coop. and Gonzales v. Raich that it is the federal government that has the right to ~~sell~~regulate ~~their~~and ~~shares~~criminalize cannabis, even for medical purposes. Therefore, federal law criminalizing the use of marijuana pre-empts state laws that legalizes its use for medicinal purposes.

~~Our~~As of ~~common~~May ~~stock~~31, is2015, ~~quoted~~23 onstates and the ~~OTC~~District ~~Bulletin~~of ~~Board~~Columbia ~~under~~allow its citizens to engage in some types of marijuana related activities. Four states have legalized marijuana for recreational use. The state laws are in conflict with the ~~symbol~~federal ~~“LCOR”~~Controlled Substances Act, which makes marijuana use and possession illegal on a national level. WeThe ~~can~~Obama ~~provide~~administration nohas ~~assurance~~effectively stated that it ~~any~~is ~~market~~not ~~for~~an ~~our~~efficient ~~common~~use ~~stock~~of ~~will~~resources ~~ever~~to ~~develop~~direct law federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical marijuana. AsHowever, athere ~~result~~is no guarantee that the administration will not change its stated policy regarding the low-priority enforcement of federal laws. Additionally, ~~stockholders~~any ~~may~~new beadministration that ~~unable~~follows could change this policy and decide to ~~liquidate~~enforce ~~their~~the ~~investments,~~federal orlaws ~~may~~strongly. ~~encounter~~Any ~~considerable~~such ~~delay~~change in ~~selling~~the ~~shares~~federal government's enforcement of ~~our~~current ~~common~~federal ~~stock~~laws could cause significant financial damage to us and our shareholders.

AShould such ~~trading~~a ~~market~~change ~~may not develop in the future~~occur, ~~and~~our ifbusiness ~~one~~operations ~~does~~would ~~develop, it may not~~ be ~~sustained~~affected. If anour ~~active~~marijuana ~~trading~~tenants ~~market~~are ~~does~~forced ~~develop,~~to ~~the~~shut ~~market~~their ~~price~~operations, we ofwould ~~our~~need ~~common~~to ~~stock~~seek ~~is likely~~ to bereplace ~~highly~~those ~~volatile~~tenants ~~due~~with ~~to,~~non-marijuana ~~among other things~~tenants, ~~the~~who ~~nature~~would oflikely ~~our~~expect ~~business~~to ~~and~~pay ~~because~~lower werents. ~~are~~Moreover if athe ~~new~~marijuana ~~public~~industry ~~company~~were ~~with~~forced ato ~~limited~~shut ~~operating~~down ~~history.~~at ~~Further~~once, ~~even~~it ifwould aresult ~~public~~in ~~market~~a ~~develops,~~high ~~the~~amount ~~volume~~ of ~~trading~~vacancies inat ~~our~~once ~~common~~and ~~stock~~create ~~will~~a surplus ~~presumably~~of besupply, ~~limited~~driving leases and ~~likely~~property bevalues ~~dominated~~lower. byAdditionally, awe ~~few~~would ~~individual~~realize ~~stockholders.~~an ~~The~~economic ~~limited~~loss ~~volume,~~on if any, ~~will~~and ~~make~~all ~~the~~improvements made ~~price~~to ofthe ~~our~~properties ~~common~~that ~~stock~~were ~~subject~~specific to ~~manipulation~~the bymarijuana ~~one~~industry ~~or more stockholders~~ and ~~will~~we ~~significantly~~would ~~limit~~likely ~~the~~lose ~~number~~any ofand ~~shares~~all ~~that~~investments ~~one can purchase or sell~~ in athe ~~short~~US market ~~period~~that ofwere ~~time~~marijuana related.

~~The~~Further, and ~~equity~~while ~~markets~~we ~~have~~do not intend to harvest, oncultivate, ~~occasion~~possess, ~~experienced~~distribute ~~significant~~or ~~price~~sell cannabis, by leasing facilities and ~~volume~~financing ~~fluctuations~~growers of ~~that~~medicinal ~~have~~marijuana, ~~affected~~we ~~the~~could ~~market~~be ~~prices~~deemed ~~for~~to ~~many~~be ~~companies'~~participating ~~securities~~in ~~and~~marijuana ~~that~~cultivation ~~have~~or ~~often~~aiding ~~been~~and ~~unrelated~~abetting, towhich ~~the~~remains illegal ~~operating~~under ~~performance~~federal oflaw, ~~these~~and ~~companies.~~exposes ~~Any~~us ~~such~~to ~~fluctuations~~potential ~~may~~criminal ~~adversely~~liability, ~~affect~~with the ~~market~~additional ~~price~~risk ofthat our ~~common~~properties ~~stock~~could be subject to civil forfeiture proceedings. Moreover, ~~regardless~~since ofthe ~~our~~use ~~actual~~of ~~operating~~marijuana ~~performance.~~is Asillegal aunder ~~result~~federal law, ~~stockholders~~we may behave ~~unable~~difficulty acquiring toor ~~sell~~maintaining ~~their~~bank ~~shares,~~accounts orand insurance and our shareholders may befind ~~forced~~it difficult to ~~sell~~deposit ~~them~~their atstock awith ~~loss~~brokerage firms.

WeTable expect the market price for our common shares will be particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, limited operating history and lack of profits which could lead to wide fluctuations in our share price. The price at which you purchase our common shares may not be indicative of the price that will prevail in the trading market. You may be unable to sell your common shares at or above your purchase price, which may result in substantial losses to you.Contents

WeLaws and ~~expect~~regulations affecting the ~~market~~regulated ~~for~~marijuana ~~our~~industry ~~common~~are ~~shares~~constantly ~~will~~changing, bewhich ~~characterized~~could bydetrimentally ~~significant~~affect ~~price~~our ~~volatility when compared to seasoned issuers~~proposed operations, and we ~~expect~~cannot ~~that~~predict ~~our share price will continue to be more volatile than a seasoned issuer for~~ the ~~indefinite~~impact that future. ~~The~~regulations ~~volatility~~may inhave ~~our~~on ~~share price will be attributable to a number of factors~~us.

~~First~~Local, asstate and ~~noted~~federal ~~above,~~medical ~~our~~marijuana ~~common~~laws ~~shares~~and ~~will~~regulations beare ~~sporadically~~broad in scope and ~~thinly~~subject ~~traded.~~to Asevolving ainterpretations, ~~consequence~~which ofcould ~~this~~require us ~~lack~~to ofincur ~~liquidity,~~substantial ~~the~~costs ~~trading~~associated ofwith ~~relatively~~compliance ~~small~~or ~~quantities~~alter ofour ~~shares~~business byplan. ~~our~~In ~~shareholders~~addition, ~~may~~violations ~~disproportionately~~of ~~influence~~these ~~the~~laws, ~~price~~or allegations of ~~those~~such ~~shares~~violations, could disrupt our business and result in ~~either~~a ~~direction.~~material ~~The~~adverse ~~price~~effect ~~for~~on ~~our~~its ~~shares~~operations. ~~could~~In addition, it ~~for~~is ~~example,~~possible ~~decline~~that ~~precipitously~~regulations may be enacted in the ~~event~~future that awill ~~large~~be ~~number~~directly ofapplicable to our ~~common~~proposed ~~shares~~business. ~~are~~We ~~sold~~cannot predict on the ~~market~~nature ~~without~~of ~~commensurate~~any ~~demand~~future laws, asregulations, ~~compared~~interpretations toor aapplications, ~~seasoned~~nor ~~issuer~~can ~~which~~we ~~could~~determine ~~better~~what ~~absorb~~effect ~~those~~additional governmental ~~sales~~regulations ~~without~~or ~~adverse~~administrative ~~impact~~policies onand ~~its~~procedures, ~~share~~when ~~price~~and if promulgated, could have on our business.

~~Secondly,~~FDA regulation ~~we are a speculative or “risky” investment due to our limited operating history and lack~~ of ~~profits~~marijuana ~~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~~possible ofregistration ~~losing all or most~~ of ~~their~~facilities ~~investment~~where inmedical ~~the~~marijuana ~~event~~is ofgrown ~~negative~~could ~~news~~negatively oraffect ~~lack of progress, be more inclined to sell their shares on~~ the cannabis ~~market~~industry ~~more~~which ~~quickly and at greater discounts than~~ would bedirectly ~~the~~affect ~~case~~our ~~with~~financial ~~the stock of a seasoned issuer~~condition.

~~Many~~Should ofthe ~~these~~federal government ~~factors~~legalize ~~are~~marijuana ~~beyond~~for ~~our~~medical ~~control~~use, it is possible that the U.S. Food and ~~may~~Drug ~~decrease~~Administration (FDA) would seek to regulate it under the ~~market~~Food, ~~price~~Drug and Cosmetics Act of ~~our~~1938. ~~common~~Additionally, ~~shares~~the FDA may issue rules and regulations including cGMPs (certified good manufacturing practices) related to the growth, ~~regardless~~cultivation, ofharvesting ~~our~~and ~~operating~~processing ~~performance~~of medical marijuana. WeClinical ~~cannot~~trials may ~~make~~be ~~any~~needed ~~predictions~~to orverify ~~projections~~efficacy asand tosafety. ~~what~~It is also possible that the ~~prevailing~~FDA ~~market~~would ~~price~~require ~~for~~that ~~our~~facilities ~~common~~where ~~shares~~medical ~~will~~marijuana is grown be atregistered ~~any~~with ~~time~~the FDA and comply with certain federally prescribed regulations. In the event that some or all of these regulations are imposed, ~~including~~we asdo tonot ~~whether~~know ~~our~~what ~~common~~the ~~shares~~impact ~~will~~would ~~sustain~~be ~~their~~on ~~current~~the ~~market~~medical ~~prices~~marijuana industry, what costs, requirements and possible prohibitions may be enforced. If we or asour tenants are unable to ~~what~~comply ~~effect~~with ~~that~~the regulations and or registration as prescribed by the ~~sale~~FDA, ofwe ~~shares~~and or ~~the~~our ~~availability~~tenants ofmay ~~common~~be ~~shares~~unable ~~for~~to ~~sale~~continue atto ~~any~~operate ~~time~~their ~~will~~and ~~have~~our onbusiness ~~the~~in ~~prevailing~~its ~~market~~current ~~price~~form or at all.

~~Shareholders~~Our clients ~~should be 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.~~our ~~Such~~company ~~patterns~~may include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have ~~been~~difficulty ~~manipulated~~accessing ~~to a desired level, along with~~ the ~~resulting~~service ~~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 do not expect to be in a position to dictate the behaviour of the market or of broker-dealers who participate in the marketbanks, ~~management~~which ~~will~~may ~~strive~~make ~~within~~it ~~the~~difficult ~~confines of practical limitations~~ to ~~prevent~~contract ~~the~~for ~~described~~real ~~patterns from being established with respect to our securities~~estate needs. ~~The occurrence of these patterns or practices could increase the volatility of our share price.~~

WeOn February ~~have~~14, ~~not~~2014, ~~paid~~The ~~dividends~~U.S. ingovernment issued rules allowing banks to legally provide financial services to state-licensed marijuana businesses. A memorandum issued by the ~~past~~Justice ~~and~~Department to federal prosecutors re-iterated guidance previously given, this time to the financial industry that banks can do business with legal marijuana businesses and “may not” ~~expect~~be prosecuted. The Treasury Department's Financial Crimes Enforcement Network (FinCEN) issued guidelines to ~~pay~~banks ~~dividends~~that “it is possible to provide financial services"” to state-licensed marijuana businesses and still be in ~~the~~compliance ~~future~~with federal anti-money laundering laws. ~~Any~~The ~~return~~guidance falls short of the explicit legal authorization that banking industry officials had pushed the government to provide and to date it is not clear what if any banks have relied on ~~investment~~the guidance and taken on legal marijuana companies as clients. The aforementioned policy may be ~~limited~~administration dependent and a change in presidential administrations may cause a policy reversal and retraction of current policies, wherein legal marijuana businesses may not have access to the ~~value~~banking industry. We could be subject to sanctions if we are found to be a financial institution and not in harmony with FinCET guidelines. Also, the inability of potential clients in our ~~common~~target ~~stock~~market to open accounts and otherwise use the service of banks may make it difficult for them to contract with us.

WeBecause there ~~have~~may ~~never~~be ~~paid~~restrictions ~~cash dividends~~ on ~~our~~the ~~common~~transfer ~~stock~~ and dofurther ~~not~~encumbrance ~~anticipate paying cash dividends in the foreseeable future. The payment~~ of ~~dividends on~~ our ~~common stock will depend on earnings~~properties, ~~financial~~there ~~condition and other business and economic factors affecting it at such time as the board of directors~~ may ~~consider relevant. If we do not pay dividends, our common stock may~~ be ~~less~~negative ~~valuable~~consequences ~~because~~that ~~a return on your investment~~ will affect ~~only~~our ~~occur~~financial ~~if its stock price appreciates~~condition.

~~You~~The terms ~~could~~of our drawdown agreement allow properties that we acquire to be ~~diluted~~collateral to secure the loans we receive. We may be prohibited from transferring or further encumbering the properties or any interest in our ~~future~~properties ~~issuance~~except with a lender’s prior consent. The loans may provide that upon violation of ~~capital~~these ~~stock~~restrictions, a lender may declare the entire amount of the loan to be immediately due and ~~derivative~~payable. ~~securities~~If we are unable to obtain replacement financing or otherwise fail to immediately repay the loans in full, the lender may invoke its remedies under the loan, including proceeding with a foreclosure sale that could result in our losing our entire interest in the properties subject to the loans.

As of December 31, 2012 and the date of this report, we had 1,700,000 shares of common stock outstanding. We are authorized to issue up to 200,000,000 shares of common stock. To the extent of such authorization, our Board of Directors will have the ability, without seeking stockholder approval, to issue additional shares of common stock in the future for such consideration as the Board of Directors may consider sufficient. The issuance of additional common stock in the future may reduce your proportionate ownership and voting power.

~~You~~Table ~~may face significant restrictions on the resale~~ of ~~your shares due to state “blue sky” laws.~~Contents

~~Each~~Because we ~~state~~are ~~has~~liable ~~its~~for ~~own~~hazardous ~~securities~~substances ~~laws,~~on ~~often~~our ~~called “blue sky” laws~~properties, ~~which~~environmental ~~(1)~~liabilities ~~limit sales of securities to a state’s residents unless the securities~~ are ~~registered~~possible ~~in that state or qualify for an exemption from registration,~~ and ~~(2)~~can ~~govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must~~ be ~~a registration in place to cover the transaction, or it must be exempt from registration~~costly. ~~The applicable broker-dealer must also be registered in that state.~~

WeFederal, state doand ~~not~~local ~~know~~laws ~~whether~~impose ~~our~~liability ~~securities~~on ~~will~~a belandowner ~~registered~~for releases or ~~exempt~~the ~~from~~otherwise ~~registration~~improper ~~under~~presence on the ~~laws~~premises of ~~any state~~hazardous substances. AThis ~~determination~~liability ~~regarding~~is ~~registration~~without ~~will~~regard beto ~~made~~fault byfor, ~~those~~or ~~broker-dealers~~knowledge of, ifthe ~~any,~~presence ~~who~~of ~~agree~~such tosubstances. ~~serve~~A aslandowner ~~market~~may ~~makers~~be held liable for ~~our~~hazardous ~~common~~materials ~~stock~~brought onto a property before it acquired title and for hazardous materials that are not discovered until after it sells the property. ~~There~~Similar liability may beoccur ~~significant~~under applicable state ~~blue~~law. ~~sky~~Sellers ~~law~~of ~~restrictions~~properties onmay make only limited representations as to the ~~ability~~absence of ~~investors~~hazardous tosubstances. ~~sell~~If any hazardous materials are found within our properties in violation of law at any time, ~~and~~we onmay ~~purchasers~~be toliable ~~buy~~for all cleanup costs, ~~our~~fines, ~~securities~~penalties and other costs. ~~You~~This ~~should~~potential ~~therefore~~liability will ~~consider~~continue ~~the~~after ~~resale~~we ~~market~~sell ~~for~~the ~~our~~properties ~~common~~and ~~stock~~may apply to hazardous materials present within the properties before we acquire the properties. If losses arise from hazardous substance contamination which cannot be ~~limited~~recovered from a responsible party, asthe financial ~~you~~viability of the properties may be ~~unable~~adversely toaffected. ~~resell~~It ~~your~~is ~~shares~~possible ~~without~~that ~~the~~we ~~significant~~will ~~expense~~purchase ofproperties ~~state~~with ~~registration~~known or unknown ~~qualification~~environmental problems which may require material expenditures for remediation.

~~Our~~Because we ~~common~~may ~~stock~~not isbe ~~subject~~adequately ~~to the “Penny Stock” rules of the SEC~~insured, ~~which~~we ~~makes~~could ~~transactions~~experience insignificant ~~our~~liability ~~stock~~for ~~cumbersome~~uninsured ~~and may reduce the value of an investment in our stock~~events.

~~Our~~While we ~~common~~intend ~~stock is considered a “Penny Stock”. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock"~~ to becarry ~~any~~comprehensive ~~equity~~insurance ~~security~~on ~~that~~our ~~has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share~~properties, ~~subject~~including ~~to certain exceptions. Our securities are covered by the penny stock rules~~fire, ~~which~~liability ~~impose additional sales practice requirements on broker-dealers who sell to persons other than established customers~~ and ~~"accredited~~extended ~~investors".~~coverage ~~The term "accredited investor" refers generally to institutions with assets in excess of $5~~insurance,~~000,000~~ orthere are ~~individuals~~certain with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks inthat ~~the~~may penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be ~~given~~uninsurable ~~to the customer orally~~ or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not ~~otherwise~~insurable ~~exempt~~on ~~from~~terms ~~these rules; the broker-dealer must make a special written determination~~ that ~~the~~management ~~penny~~believes ~~stock is a suitable investment for the purchaser and receive the purchaser's written agreement~~ to ~~the~~be ~~transaction~~economical. ~~These~~For ~~disclosure~~example, ~~requirements~~ management may ~~have~~not ~~the~~obtain ~~effect~~insurance ofagainst ~~reducing~~floods, ~~the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently~~terrorism, ~~these penny stock rules may affect the ability of broker~~mold-~~dealers~~related ~~to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock. The Financial Industry Regulatory Authority~~claims, or ~~FINRA,~~earthquake ~~has adopted sales practice requirements which may also limit a stockholder's ability to buy and sell our stock~~insurance. InIf ~~addition~~such ~~to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending~~ an ~~investment~~event tooccurs ~~a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior~~ to ~~recommending speculative low priced securities to their non-institutional customers~~, or ~~broker-dealers~~causes ~~must make reasonable efforts to obtain information about~~ the ~~customer's~~damage ~~financial~~or ~~status,~~destruction ~~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. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stockproperty, ~~which~~we ~~may~~could ~~limit~~suffer ~~investors’~~financial ~~ability to buy and sell our stock and have an adverse effect on the market for our shares~~losses.

If we are found non-compliance with the Americans with Disabilities Act, we will be subject to significant liabilities.

If any of our properties are not in compliance with the Americans with Disabilities Act of 1990, as amended (the “ADA”), we may be required to pay for any required improvements. Under the ADA, public accommodations must meet certain federal requirements related to access and use by disabled persons. The ADA requirements could require significant expenditures and could result in the imposition of fines or an award of damages to private litigants. We cannot assure that ADA violations do not or will not exist at any of our properties.

If we are unable to manage growth, our operations could be adversely affected.

Our progress is expected to require the full utilization of our management, financial and other resources. Our ability to manage growth effectively will depend on our ability to improve and expand operations, including our financial and management information systems, and to recruit, train and manage personnel. There can be no absolute assurance that management will be able to manage growth effectively.

If we do not properly manage the growth of our business, we may experience significant strains on our management and operations and disruptions in our business. Various risks arise when companies and industries grow quickly. If our business or industry grows too quickly, our ability to conduct business in a timely and efficient manner could be challenged. We may also experience delays in the turnover of properties and with activities on the cannabis side of our business.. Our failure to properly manage the growth that we or our industry might experience could negatively impact our ability to execute on our operating plan and, accordingly, could have an adverse impact on our business, our cash flow and results of operations, and our reputation with our current or potential customers.

Because our majority shareholder owns an aggregate of 94% of our outstanding common stock, investors may find that corporate decisions influenced by this shareholder are inconsistent with the best interests of other shareholders.

Miramar Investors Inc., our majority shareholder, owns approximately 94% of the outstanding shares of our common stock. Accordingly, it will have an overwhelming influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. While we have no current plans with regard to any merger, consolidation or sale of substantially all of our assets, the interests of this shareholder may still differ from the interests of the other shareholders.

~~ITEM~~Table 2.of ~~PROPERTIES~~Contents

We are doan ~~not~~“emerging ~~hold~~growth ~~ownership~~company” orand ~~leasehold~~we ~~interest~~cannot inbe ~~any~~certain ~~property~~if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

~~ITEM~~We are 3an “emerging growth company,” as defined in the Jumpstart our Business Startups Act of 2012, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. ~~LEGAL~~We ~~PROCEEDINGS~~cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Under the Jumpstart Our Business Startups Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We ~~are~~have irrevocably elected not ~~currently~~to aavail ~~party~~ourselves to this ~~any~~exemption ~~legal~~from ~~proceedings~~new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies. ”

~~ITEM~~Because we 4.are ~~MINE~~subject ~~SAFETY~~to ~~DISCLOSURES~~additional regulatory compliance matters as a result of being a public company, which compliance includes Section 404 of the Sarbanes-Oxley Act of 2002, and our management has limited experience managing a public company, the failure to comply with these regulatory matters could harm our business.

~~Not~~Our management ~~applicable~~and outside professionals will need to devote a substantial amount of time to new compliance initiatives and to meeting the obligations that are associated with being a public company. Llorn Kylo, our Chief Executive Officer and Director, has little experience running a public company. For now, he will rely heavily on legal counsel and accounting professionals to help with our future SEC reporting requirements. This will likely divert needed capital resources away from the objectives of implementing our business plan. These expenses could be more costly that we are able to bear and could result in us not being able to successfully implement our business plan.

We expect rules and regulations such as the Sarbanes-Oxley Act of 2002 will increase our legal and finance compliance costs and make some activities more time-consuming than in the past. We may need to hire a number of additional employees with public accounting and disclosure experience in order to meet our ongoing obligations as a public company.

As a smaller reporting company, our management will be required to provide a report on the effectiveness of our internal controls over financial reporting, but will not be required to provide an auditor’s attestation regarding such report. Section 404 compliance efforts may divert internal resources and will take a significant amount of time and effort to complete. We may not be able to successfully complete the procedures and certification of Section 404 by the time we will be required to do so. If we fail to do so, or if in the future our management determines that our internal controls over financial reporting are not effective, we could be subject to sanctions or investigations by the SEC or other regulatory authorities. Furthermore, investor perceptions of our company may suffer, and this could cause a decline in the market price of our stock. Furthermore, whether or not we comply with Section 404, any failure of our internal controls could have a material adverse effect on our stated results of operations and harm our reputation. If we are unable to implement necessary procedures or changes effectively or efficiently, it could harm our operations, financial reporting or financial results.

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We rely on key members of management, the loss of whose services could adversely affect our success and development.

Our success depends to a certain degree upon certain key members of the management. These individuals are a significant factor in our growth and ability to meet our business objectives. In particular, our success is highly dependent upon the efforts of Llorn Kylo, our Chief Executive Officer and Director, and Munjit Johal, our Chief Financial Officer, the loss of either could slow the growth of our business, or it may cease to operate at all, which may result in the total loss of an investor's investment.

Because our Certificate of Incorporation and Bylaws and Delaware law limit the liability of our officers, directors, and others, shareholders may have no recourse for acts performed in good faith.

Under our Certificate of Incorporation, Bylaws, and Delaware law, each of our officers, directors, employees, attorneys, accountants and agents are not liable to us or the shareholders for any acts they perform in good faith, or for any non-action or failure to act, except for acts of fraud, willful misconduct or gross negligence. Our articles and bylaws provide that we will indemnify each of our officers, directors, employees, attorneys, accountants and agents from any claim, loss, cost, damage liability and expense by reason of any act undertaken or omitted to be undertaken by them, unless the act performed or omitted to be performed constitutes fraud, willful misconduct or gross negligence.

New legislation, including the Sarbanes-Oxley Act of 2002, may make it more difficult for us to retain or attract officers and directors.

The Sarbanes-Oxley Act of 2002 was enacted in response to public concerns regarding corporate accountability in connection with recent accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the SEC, under the Securities Exchange Act of 1934.

The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may deter qualified individuals from accepting these roles. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. We continue to evaluate and monitor developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

Our common stock is currently deemed a "penny stock," which makes it more difficult for our investors to sell their shares.

Our common stock is subject to the "penny stock" rules adopted under Section 15(g) of the Exchange Act. The penny stock rules generally apply to companies whose common stock is not listed on the Nasdaq Stock Market or other national securities exchange and trades at less than $4.00 per share, other than companies that have had average revenue of at least $6,000,000 for the last three years or that have tangible net worth (i.e., total assets less intangible assets and liabilities) of at least $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other 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 circumstances. 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 we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our common stock. If our common stock is subject to the penny stock rules, investors will find it more difficult to dispose of our common stock.

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Volatility in our common stock price may subject us to securities litigation.

The market for our common stock 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. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities to us and could divert our management's attention and resources from managing our operations and business.

We have never paid dividends on our common stock and we do not expect to pay any cash dividends in the foreseeable future.

We have never paid dividends on our common stock and we intend to retain our future earnings, if any, in order to reinvest in the development and growth of our business and, therefore, do not intend to pay dividends on our common stock for the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant. Accordingly, investors may need to sell their shares of our common stock to realize a return on their investment, and they may not be able to sell such shares at or above the price paid for them.

Our board could issue "blank check" preferred stock without stockholder approval with the effect of diluting existing stockholders and impairing their voting rights, and provisions in our charter documents could discourage a takeover that stockholders may consider favorable.

Our certificate of incorporation authorize the issuance of up to 20,000,000 shares of "blank check" preferred stock with designations, rights and preferences as may be determined from time to time by our board of directors. Our board is empowered, without stockholder approval, to issue a series of preferred stock with dividend, liquidation, conversion, voting or other rights which could dilute the interest of, or impair the voting power of, our common stockholders. The issuance of a series of preferred stock could be used as a method of discouraging, delaying or preventing a change in control. For example, our board of directors issued preferred stock with super voting rights. This action could impede the success of any attempt to effect a change in control of our company.

Because there is no established market four our stock and our common stock is not listed on a stock exchange, stockholders may not be able to resell their shares at or above the price paid for them.

There is not established market for our common stock. Our common stock trades on the OTC market under ticker symbol CANA. Stocks which trade on the OTC markets tend to be illiquid and volatile and could be subject to significant fluctuations due to changes in sentiment in the market regarding our operations or business prospects, among other factors. Further, our common stock is not listed on a stock exchange, nor do we currently intend to list the common stock on a stock exchange. There are no assurances that an active public market for our common stock will develop. Therefore, stockholders may not be able to sell their shares at or above the price they paid for them.

Among the factors that could affect our stock price are:

industry trends and the business success of our vendors;

actual or anticipated fluctuations in our quarterly financial and operating results and operating results that vary from the expectations of our management or of securities analysts and investors;

our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our future operating results;

announcements of strategic developments, acquisitions, dispositions, financings, product developments and other materials events by us or our competitors;

regulatory and legislative developments;

litigation;

general market conditions;

other domestic and international macroeconomic factors unrelated to our performance; and

additions or departures of key personnel.

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Requirements associated with being a reporting public company will require significant company resources and management attention.

We are a voluntary filer under the Securities Exchange Act of 1934, as a result of having filed a Registration Statement on Form S-1, pursuant to section 15(d) of the Securities Exchange Act of 1934. As a voluntary filer we intend to continue to file periodic reports to maintain current information with the SEC on Forms 10-Q, 10-K and 8-K as prescribed by the rules and Regulations of the Securities Exchange Act of 1934. We work with independent legal, accounting and financial advisors to ensure adequate disclosure and control systems to manage our growth and our obligations as a company that files reports with the SEC. These areas include corporate governance, internal control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. However, we cannot assure you that these and other measures we may take will be sufficient to allow us to satisfy our obligations as an SEC reporting company on a timely basis.

In addition, compliance with reporting and other requirements applicable to SEC reporting companies will create additional costs for us. It will require the time and attention of management and will require the hiring of additional personnel and legal, audit and other professionals. We cannot predict or estimate the amount of the additional costs we may incur, the timing of such costs or the impact that our management's attention to these matters will have on our business.

Item 2. Properties

Our principal executive offices are located at 7702 E Doubletree Ranch Rd. Ste 300 Scottsdale, AZ 85258. Effective April 1, 2014, we entered into a one year lease at $1,925 per month.

A description of our properties is contained in Item 1. Business of this annual report on Form 10-K.

Item 3. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 4. Mine Safety Disclosures

N/A

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PART II

~~ITEM~~Item 5. ~~MARKET~~Market for ~~FOR REGISTRANT~~Registrant’Ss ~~COMMON~~Common ~~EQUITY,~~Equity ~~RELATED~~and ~~STOCKHOLDER~~Related ~~MATTERS~~Stockholder ~~AND~~Matters ~~ISSUER~~and ~~PURCHASES~~Issuer OFPurchases ~~EQUITY~~of ~~SECURITIES~~Equity Securities

~~Market~~Our ~~Information~~common stock is quoted under the symbol “CANA” on the OTCQB operated by OTC Markets Group, Inc. Only a limited market exists for our securities. There is no assurance that a regular trading market will develop, or if developed, that it will be sustained. Therefore, a shareholder may be unable to resell his securities in our company.

~~There~~The isfollowing tables ~~currently~~set noforth ~~market for our shares. We cannot give you any assurance that~~ the ~~shares~~range ~~will~~of ~~ever~~high ~~have~~and alow ~~market~~prices orfor ~~that~~our ifcommon astock ~~market~~ for ~~our~~the ~~shares~~each ~~ever~~of ~~develops,~~the ~~that~~periods ~~you~~indicated ~~will~~as bereported ~~able~~by tothe OTCQB. ~~sell~~These ~~your~~quotations ~~shares.~~reflect Ininter-dealer ~~addition~~prices, ~~even~~without ifretail ~~a public market for our shares develops~~mark-up, ~~there~~mark-down isor nocommission ~~assurance~~and ~~that~~may anot ~~secondary~~necessarily ~~public~~represent actual ~~market will be sustained~~transactions.

We were assigned the trading symbol of “LCOR”. The shares of common stock currently have a quote published in the OTC Bulletin Board System. As of April 8, 2013, limited shares of our common stock have traded.

Fiscal Year Ending December 31, 2014
Quarter Ended	High $	Low $
December 31, 2014	0.26	0.13
September 30, 2014	0.39	0.20
June 30, 2014	1.06	0.29

Holders of our Common Shares

March 31, 2014	12.00	0.20
Fiscal Year Ending December 31, 2013
Quarter Ended	High $	Low $
December 31, 2013	1.65	0.91
September 30, 2013	1.80	0.88
June 30, 2013	1.91	1.12
March 31, 2013	1.42	0.96

AsOn of April 82, ~~2013~~ 2015, wethe ~~have~~last 13sales ~~registered~~price ~~shareholders and~~per ~~1,700,000~~share ~~common~~of ~~shares~~our ~~issued~~common ~~and~~stock ~~outstanding~~was $0.26.

Penny Stock

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.

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Holders of Our Common Stock

As of February 27, 2015, we had 156,000,000 shares of our common stock issued and outstanding, held by eleven (11) shareholders of record, with others holding shares in street name.

Dividends

WeThere ~~have~~are ~~not~~no restrictions ~~paid~~in ~~any~~our ~~cash~~articles ~~dividends~~of toincorporation ~~date~~or ~~and~~bylaws dothat ~~not~~prevent ~~anticipate~~us orfrom ~~contemplate~~declaring ~~paying~~ dividends. inThe ~~the~~Nevada ~~foreseeable~~Revised ~~future.~~Statutes, however, Itdo isprohibit ~~the~~us ~~present~~from ~~intention~~declaring ofdividends ~~management~~where toafter ~~utilize~~giving ~~all~~effect ~~available~~to ~~funds for~~ the ~~development~~distribution of ~~our~~the ~~business.~~dividend:

1. we would not be able to pay our debts as they become due in the usual course of business, or;

2. our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

Recent Sales of Unregistered Securities

Under the Certificate of Designation, holders of Series A Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series A Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of two hundred (200) votes for each share held.

On January 16, 2014, we issued our officer and director, Llorn Kylo, two million (2,000,000) shares of our common stock for total proceeds of $2,000.

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

Securities Authorized for Issuance under Equity Compensation Plans

We ~~have~~do nonot ~~existing~~have any equity compensation ~~plan~~plans.

~~Recent~~Item 6. ~~Sales~~Selected ofFinancial ~~Unregistered Securities; Use of Proceeds from Sale of Registered Securities~~Data

~~During~~A ~~the~~smaller ~~fiscal~~reporting company ~~year~~is ~~ended December 31, 2012, except as included in our Registration Statement, we did~~ not ~~sell~~required ~~any~~to ~~equity~~provide ~~securities~~the ~~not~~information ~~registered~~required ~~under~~by ~~the~~this ~~Securities Act~~Item.

~~Purchases of Equity Securities by the Issuer and Affiliated Purchases~~18

~~During~~Table ~~each month within the fourth quarter~~ of the fiscal year ended December 31, 2012, neither we nor any “affiliated purchaser,” as that term is defined in Rule 10b-18(a)(3) under the Exchange Act, repurchased any of our common stock or other securities.Contents

~~ITEM~~Item 67. ~~SELECTED~~Management’s Discussion ~~FINANCIAL~~and ~~DATA~~Analysis of Financial Condition and Results of Operations

~~We are a smaller reporting company as defined by Rule 12b~~Forward-~~2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.~~Looking Statements

~~ITEM~~Certain 7statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. ~~MANAGEMENT’S~~These ~~DISCUSSION~~forward-looking ~~AND~~statements ~~ANALYSIS~~generally OFare ~~FINANCIAL~~identified ~~CONDITION~~by ~~AND~~the ~~RESULTS~~words OF“believes,” “project,” ~~OPERATIONS~~“expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

~~Overview~~Revenues

~~The~~We ~~following~~generated revenues ~~discussion~~of ~~should~~$10,725,752 befor ~~read~~the inyear ~~conjunction~~ended ~~with~~December ~~our audited financial statements and notes thereto included herein. In connection with~~31, ~~and~~2014 ~~because~~consisting weprimarily ~~desire to take advantage~~ of, ~~the~~property ~~“safe~~sales ~~harbor”~~in ~~provisions of~~ the ~~Private~~amount ~~Securities Litigation Reform Act~~ of ~~1995~~$10,645,457, as wecompared ~~caution~~with ~~readers~~no ~~regarding~~revenues ~~certain~~for ~~forward looking statements in~~ the ~~following~~same ~~discussion and~~period ~~elsewhere~~ended inDecember ~~this~~31, ~~report~~2013. ~~and~~Our incost ~~any~~of ~~other~~sales ~~statement~~totaled ~~made by~~$9, ~~or on our behalf~~925,988 ~~whether~~for ~~or not in future filings with~~ the ~~Securities~~year ~~and~~ended December ~~Exchange~~31, ~~Commission~~2014. ~~Forward-looking~~Our ~~statements~~costs ~~are~~of ~~statements~~sales ~~not~~includes: ~~based~~purchase onprice, ~~historical~~rental ~~information~~expenses, ~~and which relate to future operations~~rehabilitation, ~~strategies~~escrow, ~~financial~~closing ~~results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business~~costs, ~~economic~~ and ~~competitive~~commissions. We ~~uncertainties~~achieved ~~and~~a ~~contingencies,~~gross ~~many~~profit of ~~which~~$799,764 ~~are~~for ~~beyond~~the ~~our~~year ~~control~~ended ~~and~~December ~~many of which~~31, ~~with respect to future business decisions~~2014, ~~are~~which ~~subject~~represented toa ~~change~~7.5% ~~These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or our behalf~~margin. ~~We disclaim any obligation to update forward-looking statements.~~

14Operating Expenses

~~Results~~Operating expenses increased by $340,473 to $506,816 for the year ended December 31, 2014 from $166,343 for the year ended December 31, 2013. Our operating expenses for the year ended December 31, 2014 mainly consisted of ~~Operations~~general and administrative expenses of $172,034, management fees and expenses of $136,168, marketing and public relations costs of $79,389 and professional fees of $99,306. In comparison, our operating expenses for the year ended December 31, 2013 mainly consisted of professional fees in the amount of $69,919, management fees and expenses of $59,250 and general and administrative expenses of $25,094.

~~Year~~We anticipate ~~ended~~our ~~December~~operating ~~31,~~expenses ~~2012~~will ~~compared~~increase as we continue to ~~period~~expand ~~from~~our ~~inception~~operations. onThe ~~July~~increase 5,will ~~2011~~be attributable to administrative ~~December~~and 31operating costs associated with the management associated with the increase in the acquisition, ~~2011~~renovation and sale of residential properties and our continued reporting obligations with the Securities and Exchange Commission.

~~During the year ended December 31, 2012 and period from inception to December 31, 2011 we did not generated revenue.~~Interest Expenses

~~During~~We incurred interest expenses of $789,682 for the year ended December 31, ~~2012~~2014, weas ~~incurred~~compared ~~management~~with ~~fees of~~ $1789,~~500,~~271 ~~consulting~~for ~~fees~~the ofyear ~~$12,000~~ended ~~and~~December ~~travel~~31, ~~expenses~~2013. Also, ofin ~~$35~~2014,~~690.~~ Wewe ~~did~~realized ~~not~~a ~~incur~~gain ~~such~~on ~~expenses during~~ the ~~period~~settlement ~~from~~of ~~inception~~a toloan ~~December~~of 31$70, ~~2011~~878. ~~The~~ ~~increase~~We ~~was~~do ~~due~~not toexpect ~~our~~the ~~more~~reoccurrence ~~active~~of ~~business~~this ~~development~~income ~~during 2012~~in 2015.

~~During~~We ~~the~~do, ~~year ended December 31~~however, expect ~~2012~~that weinterest ~~incurred general and administrative~~ expenses ofwill ~~$33,450, an~~ increase ofas ~~$32,213~~we orplan ~~2,604% from $1,237 during the period from inception~~ to ~~December~~take ~~31,~~on ~~2011,~~more ~~and~~debt ~~professional fees of $10,750, an increase of $8,250 or 330% from $2,500 during the period from inception~~ to ~~December~~finance ~~31, 2011. The increase was due to longer reporting period and~~ our ~~expanded~~property ~~operations~~acquisitions resulting in higher ~~2012~~interest expenses.

Net Loss

We incurred a net loss of $426,649 for the year ended December 31, 2014, compared to a net loss of $255,614 for the year ended December 31, 2013.

Table of Contents

Liquidity and Capital Resources

As of December 31, ~~2012~~2014, we had ~~cash~~total ~~balance~~assets of $216,~~685. At December 31~~622,526 ~~2011~~consisting wemostly ~~had~~of cash ~~balance~~and ofour ~~$14,271. As~~real ofproperty ~~December~~inventory. ~~31,~~We ~~2012, we~~ had ~~working~~current liabilities ~~capital deficit~~ of $5417,~~327.~~357,116 Asas of December 31, ~~2011, we had working capital of $10,563~~2014.

~~Net~~Operating activities ~~cash~~ used $7,747,061 in ~~operating~~cash ~~activities~~ for the year ended December 31, ~~2012 was $65~~2014,~~586,~~ anas ~~increase~~compared ofwith $655,~~557 or 2~~977,~~261%~~957 ~~from net cash~~ used ~~in operating activities of $29~~ for the ~~period~~year ~~from~~ended ~~inception on July 5, 2011 to~~ December 31, ~~2011~~2013. ~~The~~ ~~increase~~Our innegative ~~net~~operating cash ~~used~~flow infor ~~operations~~December 31, 2014 was ~~due~~mainly toa anresult of the increase in ~~operating~~our ~~costs~~real property inventory.

~~Since~~Investing activities ~~inception~~used we$1,343,288 ~~have~~in ~~not~~cash for the year ended December 31, 2014, as compared with $87,849 used ~~cash~~for onthe year ended December 31, 2013. Our negative investing ~~activities~~cash flow for December 31, 2014 was mainly a result of advances to Berkshire Homes, Inc.

~~During~~Financing activities ~~the~~for year ended December 31, ~~2012~~2014 generated $8,002,000 wein ~~raised~~cash, ~~net~~as ~~proceeds~~compared ofwith ~~$44,500~~cash flows provided by ~~issuing~~financing ~~270~~activities of $8,250,000 ~~shares~~for ofthe ~~our~~year ~~common~~ended ~~stock~~December 31, 2013. ~~During~~Our ~~the~~positive ~~period~~cash flow from ~~inception~~financing toactivities ~~December~~for ~~31,~~the ~~2011,~~year weended ~~raised $14~~December 31,~~300~~ by2014 ~~issuing~~was ~~1,430,000~~mostly ~~shares~~the result of our ~~common~~ability ~~stock~~to raise debt financing.

~~Subsequent to December 31~~To date, ~~2012~~ we have raised $~~150~~16, 250,000 bythrough ~~issuing~~the ~~two~~sale of unsecured promissory notes. ~~bearing~~We ~~interest~~continue ~~rate~~to ofseek ~~18%~~out ~~per~~the ~~annum~~best financing opportunities in order to deploy funds into business operations that we believe best suited in the cannabis industry, ~~unsecured~~as ~~and~~well ~~payable~~as oncontinue ~~demand~~to pursue our real estate activities.

WeAs of ~~must~~December ~~raise~~31, ~~additional~~2014, ~~funds~~we ~~and/or~~had ~~generate~~$1,098,530 ~~revenues~~in ~~from~~cash. ~~sales~~With inthe ~~order~~cash on hand, we have sufficient cash to ~~fund~~operate our ~~continuing~~business ~~operations~~at the current level for the next twelve months. We ~~may~~Our ~~not~~plan, behowever, ~~successful~~is into ~~our~~acquire ~~efforts~~more properties, and to ~~raise~~do ~~additional~~this, ~~funds~~we intend to fund our expansion through debt and/or ~~achieve~~equity ~~profitable~~financing ~~operations~~arrangements. ~~Even~~We ifdo wenot ~~are~~have ~~able~~any toformal ~~raise~~commitments ~~additional~~or ~~funds~~arrangements ~~through~~for the sales ~~sale~~ of ~~our~~stock ~~equity securities~~ or ~~through~~ the ~~issuance~~advancement or loan of ~~debt~~funds ~~securities,~~at ~~our~~this ~~cash~~time. ~~needs~~There ~~could~~can be ~~greater~~no ~~than~~assurance ~~anticipated,~~that insuch ~~which~~additional ~~case~~financing ~~we could~~ will be ~~forced~~available to ~~raise~~us ~~additional~~on ~~capital~~acceptable terms, or at all.

AtCritical Accounting the present time, we have no commitments for any additional financing, and there can be no assurance that, if needed, additional capital will be available to us on commercially acceptable terms or at all. These conditions raise substantial doubt as to our ability to continue as a going concern, which may make it more difficult for us to raise additional capital when needed. If we cannot get the needed capital, we may not be able to become profitable and may have to curtail or cease our operations.Policies

~~Due~~In toDecember 2001, the ~~"start~~SEC ~~up"~~requested ~~nature~~that ofall ~~our~~registrants ~~business,~~list wetheir ~~expect~~most to“critical ~~incur~~accounting ~~losses~~polices” asin wethe ~~expand~~Management Discussion and ~~explore new strategies and business opportunities~~Analysis. ToThe ~~date,~~SEC ~~our~~indicated ~~cash~~that ~~flow requirements have been primarily met by equity and debt financing. Management expects to keep operating costs to~~ a ~~minimum~~“critical ~~until~~accounting ~~sufficient~~policy” ~~cash~~ is ~~available~~one ~~through~~which ~~financing~~is orboth ~~operating~~important ~~activities. Management plans~~ to ~~continue~~the ~~to seek other sources~~ portrayal of ~~financing~~a oncompany’s ~~favorable~~financial ~~terms;~~condition ~~however~~and results, ~~there~~and ~~are~~requires nomanagement’s ~~assurances~~most ~~that~~difficult, ~~any~~subjective ~~such~~or ~~financing~~complex ~~can be obtained on favourable terms~~judgments, often ifas ata ~~all.~~result ~~There~~of ~~is no assurance~~ the ~~net~~need ~~proceeds from any successful financing arrangement will be sufficient~~ to ~~cover~~make ~~cash~~estimates ~~requirements~~about ~~during~~ the ~~initial~~effect ~~stages~~ of ~~our~~matters ~~operations. For these reasons, our auditors believe~~ that ~~there~~are isinherently ~~substantial doubt that we will be able to continue as a going concern~~uncertain.

15Our critical accounting policies are set forth in Note 2 to the financial statements.

~~Going~~Recently Issued ~~Concern~~Accounting Pronouncements

~~The~~We ~~audited~~do ~~financial~~not ~~statements for~~ expect the ~~year~~adoption ~~ended~~of ~~December~~recently ~~31,~~issued ~~2012,~~accounting ~~included~~pronouncements ~~in this Annual Report, have been prepared on a going concern basis, which implies that we will continue~~ to ~~realize our assets and discharge our liabilities and commitments in the normal course of business. We~~ have ~~generated no revenues since inception and have never paid any dividends and are unlikely to pay dividends or generate substantial earnings in the immediate or foreseeable future. Our continuation as~~ a ~~going~~significant ~~concern~~impact ison ~~dependent upon the continued financial support from~~ our ~~shareholders,~~results ~~the ability~~ of ~~our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable~~ operations~~. As at December 31~~, ~~2012,~~financial position ~~we have accumulated losses of $113,127 since inception. As we do not have sufficient funds for our planned~~ or ~~new~~cash ~~operations, we will need to raise additional funds for operations~~flow.

~~Due~~Off toBalance Sheet ~~the~~Arrangements uncertainty of our ability to meet our current operating expenses, in their report on the annual financial statements for the year ended December 31, 2012, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

~~The~~As ~~continuation~~ of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loansDecember 31, ~~assuming those loans would be available~~2014, ~~will~~there ~~increase~~were ~~our~~no ~~liabilities~~off ~~and~~balance ~~future~~sheet ~~cash commitments~~arrangements.

~~Future~~Item ~~Financings~~7A. Quantitative and Qualitative Disclosures About Market Risk

WeA ~~anticipate~~smaller ~~that~~reporting company ~~additional~~is ~~funding~~not ~~will be~~ required into ~~the form of debt and/or equity financing. However, we cannot~~ provide ~~investors with any assurance that we will be able to raise sufficient funding from~~ the ~~sale~~information ofrequired ~~our~~by ~~common~~this ~~stock or debts to meet our obligations over the next twelve months~~Item. ~~We do not have any arrangements in place for any future equity financing.~~

~~Off-Balance Sheet Arrangements~~20

AsTable of ~~December 31, 2012, we did not have any significant off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.~~Contents

~~ITEM~~Item 7A8. ~~QUANTITATIVE~~Financial Statements ~~AND~~and ~~QUALITATIVE~~Supplementary ~~DISCLOSURES ABOUT MARKET RISK~~Data

WeIndex ~~are~~to aFinancial Statements ~~smaller~~Required ~~reporting company as defined~~ by ~~Rule~~Article ~~12b-2~~8 of ~~the~~Regulation ~~Securities Exchange Act of 1934 and are not required to provide the information under this item.~~S-X:

Consolidated Financial Statements:

F-1	Report of Independent Registered Public Accounting Firms
F-2	Consolidated Balance Sheets as of December 31, 2014 and 2013
F-3	Consolidated Statements of Operations for the years ended December 31, 2014 and 2013
F-4	Consolidated Statement of Stockholders’ (Deficit) Equity for the years ended December 31, 2014 and 2013
F-5	Consolidated Statements of Cash Flows for the years ended December 31, 2014 and 2013
F-6	Notes to Consolidated Financial Statements

~~ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~21

L3Table ~~CORP.~~of Contents

(AREPORT ~~DEVELOPMENT~~OF ~~STAGE~~INDEPENDENT ~~COMPANY)~~REGISTERED PUBLIC ACCOUNTING FIRM

~~INDEX~~To TOthe ~~FINANCIAL~~Board ~~STATEMENTS~~of Directors and Stockholders of

~~DECEMBER~~Cannabis-RX ~~31, 2012~~Inc.

Report of Registered Independent Auditors	F-2
Financial Statements
- Balance Sheet as of December 31, 2012 and 2011	F-3
- Statements of Operations for the Year Ended December 31, 2012, period from inception to December 31, 2011 and period from inception to December 31, 2012	F-4
- Statement of Stockholders’ Equity (Deficit) for the Period from Inception through December 31, 2012	F-5
- Statements of Cash Flows for the Year Ended December 31, 2012, period from inception to December 31, 2011 and period from inception to December 31, 2012	F-6
Notes to Financial Statements	F-7

Scottsale, Arizona

We have audited the accompanying balance sheet of Cannabis-RX Inc. and its subsidiary (collectively, the“Company”) as of December 31, 2014 and 2013, and the related consolidated statement of operations, stockholders’ deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cannabis-RX Inc. and its subsidiary as of December 31, 2014 and 2013, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, The Company has suffered recurring loss from operations and has a working capital deficit. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter also are described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

July 22, 2015

F-1

~~REPORT~~Table OFof ~~REGISTERED INDEPENDENT AUDITORS~~Contents

ToCANNABIS-RX ~~the Board of Directors and Stockholders of L3 Corp~~INC.:

WeCONSOLIDATED ~~have~~BALANCE audited the accompanying balance sheet of L3 Corp. (a Delaware corporation in the development stage) as of December 31, 2012 and 2011 and the related statements of operations, stockholders’ equity, and cash flows for the years ended December 31, 2012 and 2011 and cumulative from inception (July 5, 2011). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.SHEETS

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

	December 31, 2014			December 31, 2013
ASSETS
Real Estate Inventory
Properties held for sale	$	7,335,148		$	5,800,091
Properties under development		6,741,130
Real Estate Inventory		14,076,278			5,800,091
Properties held for investment
Buildings, net		672,465			—
Land		593,285			—
Properties held for investment, net		1,265,750			—
Cash		1,098,530			2,186,879
Due from Berkshire Homes, Inc. – related party		156,968			87,849
Prepaid Expense		25,000			—
TOTAL ASSETS	$	16,622,526		$	8,074,819

LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable to related parties	$	10,420		$	10,420
Accounts payable and accrued expenses		72,991			35,868
Accrued interest		884,705			88,472
Security deposit		39,000			—
Option to purchase deposit		100,000			—
Promissory notes		16,250,000			8,250,000
Total Liabilities		17,357,116			8,384,760

Stockholders’ Deficit
Preferred stock, par value $0.0001, 50,000,000 authorized and 2,000,000 and 0 shares issued and outstanding on December 31, 2014 and December 31, 2013, respectively		200			—
Common stock, par value $0.0001, 1,500,000,000 shares authorized 156,000,000 and 154,000,000 shares issued and outstanding on December 31, 2014 and December 31, 2013, respectively		15,600			15,400
Additional paid-in capital		65,000			43,400
Share subscriptions receivable		(20,000	)		—
Accumulated Deficit		(795,390	)		(368,741	)
Total Stockholders' Deficit		(734,590	)		(309,941	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		16,622,526			8,074,819

InThe ~~our~~accompanying ~~opinion,~~notes ~~the~~are ~~financial~~an ~~statements~~integral part ~~referred~~of tothese ~~above~~consolidated ~~present fairly, in all material respects, the~~ financial ~~position of L3 Corp~~statements. as of December 31, 2012 and 2011and the results of its operations and its cash flows for the years ended December 31, 2012 and 2011 and cumulative from inception (July 5, 2011) in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is in the development stage, and has not established any source of revenue to cover its operating costs. As such, it has incurred an operating loss since inception. Further, as of December 31, 2012, the cash resources of the Company were insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Respectfully submitted,

/s/ Weinberg & Baer LLC

Weinberg & Baer LLC

Baltimore, Maryland

April 8, 2013

F-2

L3Table ~~CORP.~~of Contents

(ACANNABIS-RX, ~~Development Stage Company)~~INC.

~~BALANCE~~CONSOLIDATED ~~SHEETS~~STATEMENTS OF OPERATIONS

		DECEMBER 31,				DECEMBER 31,
	Year ended December 31, 2014				Year ended December 31, 2013
		2012				2011
REVENUES	$	10,645,457			$	—
ASSETS
OTHER		25,045
Current Assets
RENTAL INCOME		55,250				—
Cash or cash equivalents		$	2,685			$	14,271
TOTAL REVENUES		10,725,752
Deferred offering costs			-				9,500
COST OF SALES		9,925,988				—
Total Current Assets			2,685				23,771
GROSS PROFIT		799,764				—
TOTAL ASSETS		$	2,685			$	23,771
EXPENSES
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Depreciation		8,419				—
LIABILITIES
Consulting fees		11,500				12,080
Current Liabilities
General and administrative		172,034				25,094
Accounts payable - related party		$	30,422			$	-
Marketing and public relations		79,389				—
Accounts payable and accrued expenses			26,590				13,208
Professional fees		99,306				69,919
Total Current Liabilities			57,012				13,208
Management fees and expenses		136,168				59,250
Total Liabilities			57,012				13,208
TOTAL EXPENSES		506,816				166,343
Commitments
INCOME FROM OPERATIONS		292,948				(166,343	)
STOCKHOLDERS' EQUITY (DEFICIT)
OTHER INCOME (EXPENSE)
Common stock, par value $0.0001, 200,000,000 shares authorized and
Interest expense		(789,682	)			(89,271	)
1,700,000 and 1,430,000 shares issued and outstanding at December 31, 2012 and 2011 respectively			170				143
Gain on settlement of loan receivable		70,878				—
Additional paid-in capital			58,630				14,157
Property rental expense		(793	)			—
Deficit accumulated during the exploration stage			(113,127	)			(3,737	)
TOTAL OTHER INCOME ( EXPENSE)		(719,597	)			(89,271	)
Total Stockholders' Equity (Deficit)			(54,327	)			10,563
NET LOSS	$	(426,649	)		$	(255,614	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$	2,685			$	23,771
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)		$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		155,856,154				185,291,233

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

F-3

L3Table ~~CORP. (A~~of ~~Development Stage Company) STATEMENTS OF OPERATIONS~~Contents

	Years Ended December 31,			July 5, 2011 (Inception) to December 31,			Cumulative from July 5, 2011 (Inception) to December 31,
	2012			2011			2012
Operating expenses
General and administrative	$	33,450		$	1,237		$	34,687
Professional fees		10,750			2,500			13,250
Management fees		17,500			-			17,500
Consulting fees		12,000			-			12,000
Travel		35,690			-			35,690
Loss from operations		(109,390	)		(3,737	)		(113,127	)
Net Loss	$	(109,390	)	$	(3,737	)	$	(113,127	)
Net loss per share, basic and diluted	$	(0.07	)	$	(0.00	)
Weighted average number of shares of common stock outstanding		1,652,658			977,167

CANNABIS-RX , INC.

~~The~~CONSOLIDATED ~~accompanying~~STATEMENTS ~~notes~~OF ~~are~~STOCKHOLDERS’ EQUITY ~~an integral part of the financial statements.~~(DEFICIT)

	Preferred Stock				Subscription			Common Stock						Additional Paid-in			Deficit
	Shares		Amount		Receivable			Shares			Amount			Capital			Accumulated			Total
Balance at inception		—		—		—			—			—			—						—

Common stock issued cash		—		—		—			157,300,000			15,730			(1,430	)		—			14,300

Net loss		—		—		—			—			—			—			(3,737	)		(3,737	)
Balance as of December 31, 2011		—		—		—			157,300,000			15,730			(1,430	)		(,3737	)		10,563
Common stock issued cash		—		—		—			29,700,000			2,970			41,530			—			44,500

Net loss		—		—		—			—			—			—			(109,390	)		(109,390	)
Balance as of December 31, 2012		—		—		—			187,000,000			18,700			40,100			(113,127	)		(54,327	)
Common stock cancelled		—		—		—			(33,000,000	)		(3,300	)		3,300			—			—

Net loss		—		—		—			—			—			—			(255,614	)		(255,614	)
Balance as of December 31, 2013		—		—		—			154,000,000			15,400			43,400			(368,741	)		(309,941	)
Common stock issued for cash		—		—		—			2,000,000			200			1,800			—			2,000
Preferred shares issued		2,000,000		200		(20,000	)								19,800			—			—
Net loss		—		—		—			—			—			—			(426,649	)		(426,649	)
Balance as of December 31, 2014		2,000,000		200		(20,000	)		156,000,000			15,600			65,000			(795,390	)		(734,590	)

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

F-4

L3Table ~~CORP. (A~~of ~~Development Stage Company) STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)~~Contents

							Accumulated
					Additional		Deficit during
	Common Stock				Paid-in		Development
	Shares		Amount		Capital		Stage			Total
			$		$		$			$
Balance at inception		-		-		-		-			-
Common stock issued for cash		1,430,000		143		14,157		-			14,300
Net loss for the period		-		-		-		(3,737	)		(3,737	)
Balance, December 31, 2011		1,430,000		143		14,157		(3,737	)		10,563
Common stock issued for cash, net of issuance cost		270,000		27		44,473		-			44,500
Net loss for the period		-		-		-		(109,390	)		(109,390	)
Balance, December 31, 2012		1,700,000		170		58,630		(113,127	)		(54,327	)

CANNABIS-RX, INC.

~~The~~CONSOLIDATED ~~accompanying~~STATEMENTS ~~notes~~OF ~~are~~CASH ~~an integral part of the financial statements.~~FLOWS

	Year ended December 31, 2014			Year ended December 31, 2013

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(426,649	)	$	(255,614	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		8,419			—
Changes in assets and liabilities
Properties		(8,276,187	)		(5,800,091	)
Accounts payable - related party		—			(20,002	)
Accounts payable and accrued expenses		833,356			97,750
Option to purchase deposit		100,000			—
Prepaid expense		(25,000	)		—
Security deposit		39,000			—
Net cash used in operating activities		(7,747,061	)		(5,977,957	)

CASH FLOWS FROM INVESTING ACTIVITIES
Advances to Berkshire Homes, Inc.		(69,119	)		(87,849	)
Purchase of property held for investment		(1,274,169	)		—
Net cash used in investing activities		(1,343,288	)		(87,849	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of stock		2,000			—
Proceeds from promissory notes		8,000,000			8,250,000
Net cash provided by financing activities		8,002,000			8,250,000

NET CHANGE IN CASH		(1,088,349	)		2,184,194
CASH - BEGINNING OF PERIOD		2,186,879			2,685
CASH - END OF PERIOD	$	1,098,530		$	2,186,879

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	—		$	—
Cash paid for taxes	$	—		$	—

NON-CASH TRANSACTIONS:
Subscription receivable	$	20,000		$	—
Cancellation of common stocks	$	—		$	3,300

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

F-5

L3Table ~~CORP. (A~~of ~~Development Stage Company) STATEMENTS OF CASH FLOWS~~Contents

							Cumulative From
				July 5, 2011			July 5, 2011
	Years Ended			(Inception) to			(Inception) to
	December 31,			December 31,			December 31,
	2012			2011			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(109,390	)	$	(3,737	)	$	(113,127	)
Adjustments to reconcile net loss to net cash used in operating activities
Changes in assets and liabilities
Accounts payable - related party		30,422			-			30,422
Accounts payable and accrued liabilities		13,382			3,708			26,590
Net cash used in operating activities		(65,586	)		(29	)		(56,115	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activites		-			-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash, net of issuance cost		44,500			14,300			58,800
Net cash provided by financing activities		44,500			14,300			58,800
NET CHANGE IN CASH		(21,086	)		14,271			2,685
CASH - BEGINNING OF PERIOD		14,271			-			-
CASH - END OF PERIOD	$	2,685		$	14,271		$	2,685
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-
NON-CASH TRANSACTIONS:	$	-		$	-		$	-

CANNABIS-RX INC.

~~The~~NOTES ~~accompanying~~TO ~~notes~~CONSOLIDATED ~~are~~FINANCIAL ~~an integral part of the financial statements.~~STATEMENTS

FNOTE 1 -6 NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS

L3 CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS

Organization and Description of Business

L3Cannabis-RX ~~Corp~~Inc. (the “Company”) was incorporated ~~under~~in ~~the laws of the State of~~ Delaware on July 5, 2011. The business plan of the Company iswas to create a marketing and promotion platform for a stretch and fitness apparatus. ~~The~~On ~~accompanying~~July ~~financial~~3, ~~statements~~2013, of the Company ~~were~~changed ~~prepared~~its business to acquiring, improving and selling real property, and changed its name from L3 Corp. to Longview Real Estate, Inc. On January 30, 2014, the ~~accounts~~Company ofchanged its name to Cannabis-Rx Inc. with the Company’s ~~under~~real estate business expanding to include the ~~accrual~~regulated ~~basis~~cannabis ofindustry ~~accounting~~by purchasing and selling real estate assets and leasing space and related facilities to licensed marijuana growers and dispensary owners for their operations. In addition, the Company plans to expand its business to provide financing and consulting services to the cannabis industry in addition to commercial real estate solutions.

~~The Company is in the development stage as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915~~NOTE 2-~~205~~ ~~"Development-Stage~~SIGNIFICANT ~~Entities.”~~ACCOUNTING POLICIES

~~Going~~Basis ~~Concern~~of Presentation

~~These~~The financial statements have been prepared in onaccordance awith ~~going~~accounting ~~concern~~principles ~~basis~~generally ~~which~~accepted ~~assumes the Company will be able to realize its assets and discharge its liabilities~~ in the ~~normal~~United ~~course~~States of ~~business for the foreseeable future~~America. ~~The~~ ~~Company~~Certain ~~has~~prior aperiod ~~working~~amounts ~~capital~~have been ~~deficit~~reclassified of $54,327 as of December 31, 2012 and has incurred losses since inception resulting in an accumulated deficit of $113,127 as of December 31, 2012. Further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to ~~continue~~conform ~~as a going concern. The ability~~ to ~~continue~~current asperiod a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come duepresentation. Management intends to finance operating costs over the next twelve months with loans and/or private placement of common stock. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

~~NOTE~~Principles 2of ~~– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~Consolidation

a)The ~~Basis~~consolidated financial statements include the financial information of ~~Presentation~~Cannabis-RX, Inc. and its wholly owned subsidiary, Praetorian Capital, LLC. All significant inter-company accounts and transactions have been eliminated.

~~These~~Use ~~financial~~of statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in US dollars. The Company’s fiscal year-end is December 31.Estimates

b)The ~~Use~~preparation of ~~Estimates~~financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~The~~Fair ~~preparation~~Value of ~~financial~~Financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.Instruments

The Company’s financial instruments consist of cash and cash equivalents, prepaid expenses, accounts payable, and accrued expenses, and due to related parties. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. At December 31, 2014, the Company had $1,098,530 (2013 - $2,186,879) of unrestricted cash to be used for future business operations.

The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

F-6

Table of Contents

Stock-Based Compensation

The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of December 31, 2014, there have been no interest or penalties incurred on income taxes.

Capital assets

Properties held for rental are recorded at cost and depreciated over their estimated useful lives on a straight line basis over a 39 year period.

Revenue Recognition

The Company recognizes revenues from property sales on the date when all terms and conditions have been completed and payment has been received, and title has been transferred to the purchaser.

Rental revenue, net of any concessions, is recognized on a straight-line basis over the term of the lease, which is not materially different than if it were recorded when due from tenants and recognized monthly as it is earned.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.

Properties

Transactions in which properties for resale are purchased that are not subject to an existing lease are treated as asset acquisitions and, as such, are recorded at their purchase price, including acquisition fees. Inventory of property held for restoration and resale are valued at the lower of cost and net realizable value. Properties that are acquired either subject to an existing lease or as part of a portfolio level transaction are treated as a business combination under ASC 805, Business Combinations, and, as such, are recorded at fair value, allocated to land, building and the existing lease, if applicable, based upon their relative fair values at the date of acquisition, with acquisition fees and other costs expensed as incurred. Fair value is determined in accordance with ASC 820, Fair Value Measurements and Disclosures, primarily based on unobservable data inputs. In making estimates of fair values for purposes of allocating the purchase price of individually acquired properties subject to an existing lease, the Company utilizes its own market knowledge and published market data. In this regard, the Company also utilizes information obtained from county tax assessment records to assist in the determination of the fair value of the land and building

The value of acquired lease-related intangibles is estimated based upon the costs we would have incurred to lease the property under similar terms. Such costs are capitalized and amortized over the remaining life of the lease. Acquired leases are generally short-term in nature (less than one year).

F-7

c)Table ~~Earnings~~of ~~(Loss) Per Share~~Contents

~~The~~Properties ~~Company~~held computes earnings (loss) per share in accordance with ASC260, "Earnings per Share". ASC260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for ~~the~~sale period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

d)Properties ~~Comprehensive~~are ~~Loss~~classified as held for sale when they meet the applicable GAAP criteria, including, but not limited to, the availability of the home for immediate sale in its present condition, the existence of an active program to locate a buyer and the probable sale of the home within one year. Properties classified as held for sale are reported at the lower of their carrying value or estimated fair value less costs to sell, and are presented separately in properties held for sale within the consolidated balance sheets.

~~ASC220,~~Leasing ~~“Comprehensive~~Costs Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31, 2012 and 2011, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

e)Direct ~~Cash~~and incremental costs incurred to lease properties are capitalized and ~~Cash~~amortized ~~Equivalents~~over the term of the leases, which generally have a term of one year.

~~The~~Recent ~~Company~~Accounting ~~considers all highly liquid instruments with an original maturity of three months or less at the time of purchase to be cash equivalents.~~Pronouncements

f)The ~~Financial~~Company ~~Instruments~~does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flows.

~~The~~NOTE ~~Company’s~~3 ~~financial~~– ~~instruments~~RENT as defined by FASB ASC 825-10-50 include cash, accounts payable and accrued interest, and accounts payable to related parties. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2012.REVENUES

The ~~Company~~rental ~~does~~property ~~not~~is ~~have~~rented ~~any~~under a ~~assets~~non-cancelable orlease ~~liabilities~~agreements ~~measured~~with ata ~~fair~~term ~~market~~of ~~value~~five onyears awith ~~recurring~~two ~~basis~~options atfor ~~December~~additional ~~31,~~five ~~2012~~year ~~and 2011~~periods. ~~The~~Future ~~Company~~minimum ~~did~~rental revenues ~~not~~under ~~have~~leases ~~any~~existing ~~fair value adjustments for assets and liabilities measured at fair value~~ on athe ~~nonrecurring~~properties ~~basis~~as ~~during~~of ~~year ended~~ December 31, ~~2012~~2014 ~~and~~were ~~period~~as ~~from inception on July 5, 2011 to December 31, 2011.~~follows:

Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

	2014	221,000
	2015	221,000

g)2016 ~~Revenue Recognition~~221,000

~~The~~2017 ~~Company recognizes revenue when there is a persuasive evidence of an arrangement~~227, ~~the amount of fees to be paid by the customer is fixed or determinable, products are fully delivered or services have been provided and collection is reasonably assured.~~630

	2018	195,382
	Total	1,086,012

The lease is triple net. The tenants have an option to purchase the property and have deposited $100,000.

NOTE 4 – GOING CONCERN

These consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $795,390 as of December 31, 2014. Further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans and/or private placement of common stock. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

NOTE 5 – LOAN RECEIVABLE

On March 17, 2014, the Company loaned $183,443 to a Canadian medical marijuana company in New Brunswick, Canada, licensed by Health Canada under the Marijuana for Medical Purposes Regulation. On May 15, 2014, the Company received the proceeds on settlement of the loan in the amount of $255, 321. The additional proceeds of $70,878 has been recorded as other income on the statement of operations.

F-8

h)Table ~~Income~~of ~~Taxes~~Contents

~~The~~NOTE ~~Company~~6 ~~accounts~~- ~~for~~PROMISSORY income taxes under FASB ASC 740 “Income Taxes”. Under the assets and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not the Company will not realize tax assets through future operations.NOTES

i)On February ~~Deferred~~26, ~~Offering~~2013 ~~Costs~~the Company borrowed $150,000 under 2 notes at 18% interest per annum. The promissory notes are unsecured and mature 24 months from their issuances.

~~The~~On September ~~Company~~16, ~~defers~~2013 ~~as other assets~~ the ~~direct~~Company ~~incremental~~borrowed ~~costs of raising capital until such time as the offering is completed. At the time of the completion of the offering~~$4,100,000 ~~the~~under ~~costs~~2 ~~are~~notes ~~charged~~at ~~against~~5% ~~the~~interest ~~capital~~per ~~raised~~annum. ~~Should~~The ~~the~~promissory ~~offering~~notes ~~be terminated, deferred offering costs~~ are ~~charged~~unsecured and tomature ~~operations~~twenty-four ~~during~~months ~~the~~from ~~period~~their ~~in which the offering is terminated~~issuances.

j)On December ~~Common~~10, ~~Stock~~2013 ~~Registration~~the ~~Expenses~~Company borrowed $4,000,000 under a notes at 5% interest per annum. The promissory note is unsecured and mature twenty-four months from its issuance.

~~The~~On January ~~Company~~27, ~~considers~~2014 ~~incremental~~the ~~costs~~Company ~~and~~issued ~~expenses~~a ~~related~~promissory tonote in the ~~registration~~principal amount of ~~equity~~$4,000,000 ~~securities~~at ~~with~~ the ~~SEC,~~interest ~~whether~~rate ~~by contractual arrangement as~~ of a5% ~~certain~~per ~~date~~annum and ordue byand ~~demand,~~payable totwenty befour ~~unrelated~~months tofrom ~~original~~the ~~issuance~~date ~~transactions.~~of ~~As such~~issuance, ~~subsequent~~subject ~~registration~~to ~~costs~~acceleration ~~and expenses are reflected~~ in the ~~accompanying~~event ~~financial~~of ~~statements~~default asand ~~general~~may ~~and~~be ~~administrative~~prepaid in ~~expenses,~~whole ~~and~~or ~~are~~in ~~expensed~~part aswithout ~~incurred~~penalty or premium.

k)On ~~Reclassification~~February 19, 2014 the Company issued a promissory note in the principal amount of $4,000,000 at the interest rate of 5% per annum and due and payable twenty four months from the date of issuance, subject to acceleration in the event of default and may be prepaid in whole or in part without penalty or premium.

~~The~~On March ~~comparative~~27, ~~numbers~~2014 ~~for~~the Company entered into a secured lending agreement in the ~~period~~principal ~~ended~~amount ~~December~~of 31$14,000,000 ~~2011~~at ~~have~~the ~~been~~interest ~~reclassified,~~rate of ~~where~~5% ~~applicable,~~per inannum ~~order~~and due and payable twenty four months from the date of issuance, subject to ~~conform~~acceleration ~~with~~in the ~~presentation~~event ~~used~~of default and may be prepaid in whole or in part without penalty or premium. No funds have been received from this agreement as of December 31, 2014 and the ~~current~~Company ~~year~~will not take any down any funds in the future.

l)Total ~~Newly~~interest ~~Adopted~~expense ~~Accounting~~recorded ~~Pronouncements~~on the notes for the years ended December 31, 2014 and 2013 was $789,682 and $ 89,271 respectively.

~~The~~NOTE ~~Company’s~~7 ~~management~~- ~~does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.~~EQUITY

~~NOTE~~On 3January –16, ~~COMMON~~2014, ~~STOCK~~the Company issued 2,000,000 shares of Series A Preferred Stock to a related party for total proceeds of $20,000. As the proceeds of the share issuance had not been received as of December 31, 2014, the amount has been recorded as share subscription receivable.

On ~~August~~January 3116, ~~2011~~2014, the Company issued 1 2,~~430~~000,000 shares of common stock to ~~the former directors of the Company at~~ a ~~price~~related ofparty ~~$0.01 per share~~ for ~~gross~~total proceeds of $142,~~300~~000.

~~The~~NOTE ~~Company~~8 ~~commenced a capital formation activity by filing a Registration Statement on Form S~~-1 toRELATED ~~the~~PARTY SEC to register and sell in a self-directed offering 1,000,000 shares of newly issued common stock at an offering price of $0.20 per share for proceeds of up to $200,000. As of December 31, 2012, the Company had raised gross proceeds of $54,000 with the issuance of 270,000 shares of its common stock from this offering. Legal and accounting fees incurred for this registration statement and offering were $9,500 and recorded as share issuance cost.TRANSACTIONS

During the period, the Company incurred marketing expenses of $79,389 (2013- $nil) to a company controlled by a spouse of a director. During the period, the Company incurred management fees of $136,169 (2013 - $59,250) to directors and officers of the Company. As of December 31, 2014, the Company had a balance of $10,420 owed to a director and officer for management fees and expenses paid on behalf of the Company.

During 2013 and 2014, the Company advanced $87,849 and $69,119, respectively, to Berkshire Homes, Inc., a public company with a common director and management. As of December 31, 2014, this balance of $156,968 remained owed by this related party.

The balances owed to or by related parties are unsecured, non-interest bearing and repayable on demand.

F-9

~~NOTE~~Table 4of ~~– RELATED PARTY TRANSACTIONS~~Contents

~~During~~NOTE ~~the~~9 ~~year~~– ended December 31, 2012 the Company incurred management fees of $17,500 to the sole director and officer of the Company. As at December 31, 2012 a total of $30,422 were owed to the sole director and officer for management fees and expenses he paid on behalf of the Company.ACQUISITION

On ~~September 15~~June 27, ~~2011~~2014, the Company ~~issued~~acquired a 100% ownership interest in a property located in Aurora, Colorado at an auction for a price of $1,~~430~~250,000 ~~shares~~and of$24,169 ~~common~~in ~~stock~~closing tocosts ~~the~~and ~~former~~lease ~~directors~~commissions atfor a ~~price~~total of $01,274,169.01 ~~per~~The ~~share~~property ~~for~~is ~~gross~~a ~~proceeds~~2.72 acre parcel of land with a 22,572 square foot building. There were no leases when the property was acquired. However, On August 1, 2014, the property was leased with rental payments beginning October 1, 2014. The lease is triple net, and the tenant is responsible for all tenant improvements. The monthly rent is $1418,~~300~~416.67 and will adjust by 3% in years four (4) and five (5) of the lease. The lease has a term of five (5) years. The following table summarizes the preliminary estimated fair values of the assets and liabilities acquired as part of the Aurora purchase:

NOTE 5 – INCOME TAX

Land	$	593,285
Buildings		680,884
Estimated fair value of assets and liabilities acquired	$	1,274,169

The provision (benefit) for income taxes for the year ended December 31, 2012 and period from inception on July 5, 2011 to December 31, 2011 are as follows (assuming a 15% effective tax rate):

	Year ended December 31, 2012			Inception on July 5, 2011 to December 31, 2011
Current Tax Provision:
Federal-
Taxable income	$	—		$	—
Total current tax provision	$	—		$	—
Deferred Tax Provision:
Federal-
Loss carryforwards	$	16,409		$	560
Change in valuation allowance		(16,409	)		(560	)
Total deferred tax provision	$	—		$	—

F-10

~~The~~Table ~~Company had deferred income tax assets as~~ of ~~December 31, 2012 and 2011 as follows:~~Contents

	Year ended December 31, 2012			Inception on July 5, 2011 to December 31, 2011
Loss carryforwards	$	16,969		$	560
Less - valuation allowance		(16,969	)		(560	)
Total net deferred tax assets	$	—		$	—

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

~~The~~No ~~Company~~events ~~provided~~occurred requiring adisclosure ~~valuation~~under ~~allowance~~Item ~~equal~~304 toof ~~the~~Regulation ~~deferred~~S-K ~~income~~during ~~tax~~the ~~assets,~~fiscal ~~because~~year itending isNovember ~~not~~30, ~~presently known whether future taxable income will be sufficient to utilize the loss carryforwards~~2014.

AsItem of9A. Controls ~~December~~and ~~31, 2012, the Company had approximately $113,127 in tax loss carryforwards that can be utilized in future periods to reduce taxable income, which will expire starting from 2032.~~Procedures

~~The~~(a) Disclosure ~~Company~~Controls ~~did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits.~~and Procedures

~~NOTE~~We 6conducted an –evaluation, ~~SUBSEQUENT~~with ~~EVENTS~~the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of December 31, 2014, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2014, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described in Item 9A(b).

~~Subsequent~~Our principal executive officers do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to ~~December~~provide 31reasonable assurance of achieving their objectives and our principal executive officers have determined that our disclosure controls and procedures are effective at doing so, ~~2012~~a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the ~~Company~~objectives ~~issued~~of ~~two~~the ~~promissory~~system are ~~notes~~met. ~~for~~Further, ~~total~~the ~~proceeds~~design of ~~$150~~a control system must reflect the fact that there are resource constraints,~~000~~ atand anthe ~~interest~~benefits ~~rate~~of controls must be considered relative to their costs. Because of ~~18%~~the ~~per~~inherent ~~annum~~limitations in all control systems, ~~which~~no ~~are~~evaluation of ~~unsecured~~controls can provide absolute assurance that all control issues and ~~payable~~instances onof ~~demand~~fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~F-11~~(b) Management Report on Internal Control Over Financial Reporting

~~ITEM~~Our 9management is responsible for establishing and maintaining adequate internal control over financial reporting. ~~CHANGES~~Internal INcontrol ~~AND~~over ~~DISAGREEMENTS~~financial reporting ~~WITH~~is ~~ACCOUNTANTS~~defined ONin ~~ACCOUNTING~~Rules 13a-15(f) ~~AND~~and ~~FINANCIAL~~15d-15(f) ~~DISCLOSURE~~promulgated under the Exchange Act, as amended, as a process designed by, or under the supervision of, our principal executive and principal financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States and includes those policies and procedures that:

~~None.~~§ Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and any disposition of our assets;

~~ITEM~~§ ~~9A.~~Provide ~~CONTROLS~~reasonable ~~AND~~assurance ~~PROCEDURES~~that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

~~Evaluation~~§ Provide reasonable assurance regarding prevention or timely detection of ~~Disclosure~~unauthorized ~~Controls~~acquisition, ~~and~~use ~~Procedures~~or disposition of our assets that could have a material effect on the financial statements.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file with the SEC 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 and financial officer, as appropriate, to allow for timely decisions regarding required disclosure. As required by SEC Rule 15d-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer Dr. Kent Ausburn who is also our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. 22

~~Based~~Table ~~on the foregoing, Dr. Ausburn concluded that as~~ of and for the year ended December 31, 2012, our disclosure controls and procedures are not effective due to the Company’s limited internal audit functions. Due to the size and nature of the Company, segregation of all conflicting duties may not always be possible or economically feasible. However, to the extent possible, the Company plans to implement procedures to assure the initiation of transactions, the custody of assets the recording of transactions and the approval of reports will be performed by separate individuals. The Company believes that the foregoing steps will remediate the significant deficiency identified above, and the Company continue to monitor the effectiveness of these steps and make any changes that management deems appropriate. The Company does not believe that the impact of the limitations are material as the Company compensates for the lack of segregation of duties by employing close involvement of management day to day operations and outsourcing to financial consultants.Contents

~~Management's~~Because ~~Report~~of onits inherent ~~Internal~~limitations, ~~Control~~internal control over ~~Financial~~financial ~~Reporting~~reporting may not prevent or detect all misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~Our~~A ~~management~~material weakness is ~~responsible~~a ~~for~~deficiency, ~~establishing~~or ~~and~~a ~~maintaining~~combination ~~adequate~~of deficiencies, in internal control over financial reporting, assuch ~~defined~~that inthere ~~Rules~~is ~~13a-15(f)~~a ~~and~~reasonable possibility ~~15d-15(f)~~that ~~under~~a ~~the~~material ~~Exchange~~misstatement ~~Act.~~of ~~Management~~our ~~has~~annual ~~employed~~or ainterim ~~framework~~financial ~~consistent~~statements ~~with~~will ~~Exchange~~not ~~Act~~be ~~Rule~~prevented ~~13a-15(c),~~or todetected ~~evaluate~~on a timely basis. Our management assessed the effectiveness of our internal control over financial reporting ~~described~~as ~~below.~~of ~~Internal~~December ~~control~~31, ~~over~~2014. In ~~financial~~making ~~reporting~~this isassessment, aour ~~process~~management ~~designed~~used tothe ~~provide~~criteria ~~reasonable~~set ~~assurance~~forth ~~regarding~~by the ~~reliability~~Committee of ~~financial~~Sponsoring ~~reporting~~Organizations ~~and~~of the ~~preparation~~Treadway Commission ~~and~~(COSO) in ~~fair~~Internal ~~presentation~~Control-Integrated Framework. Based on this assessment, Management identified the following two material weaknesses that have caused management to conclude that, as of ~~financial~~December ~~statements~~31, ~~for~~2014, ~~external~~our ~~purposes~~disclosure incontrols ~~accordance~~and ~~with~~procedures, and ~~generally~~our ~~accepted~~internal ~~accounting~~control ~~principles.~~over financial reporting, were not effective at the reasonable assurance level:

~~Because~~1. We do ofnot ~~its~~have ~~inherent~~written ~~limitations,~~documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting ~~may~~is ~~not~~a ~~prevent~~requirement orof ~~detect~~Section ~~misstatements.~~404 ~~Projections~~ of ~~any~~the ~~evaluation~~Sarbanes-Oxley Act as of ~~effectiveness~~the toyear ~~future~~ending ~~periods~~December ~~are~~31, ~~subject~~2014. toManagement evaluated the ~~risk~~impact ~~that~~of ~~controls~~our ~~may~~failure ~~become~~to ~~inadequate~~have ~~because~~written documentation of ~~changes~~our ininternal ~~conditions,~~controls orand ~~that~~procedures ~~the~~on ~~degree~~our assessment of our ~~compliance~~disclosure ~~with~~controls and procedures and has concluded that the ~~policies~~control ordeficiency ~~procedures~~that ~~may~~resulted ~~deteriorate~~represented a material weakness.

~~Management,~~2. We ~~including~~do ~~our~~not ~~principal~~have ~~executive~~sufficient ~~officer~~segregation ~~Dr.~~of ~~Kent~~duties ~~Ausburn~~within ~~who~~accounting isfunctions, ~~also~~which ~~our~~is ~~principal~~a ~~financial~~basic ~~officer,~~internal ~~conducted~~control. anDue ~~evaluation~~to ofour ~~the design~~ size and ~~operation~~nature, segregation of ~~our~~all ~~internal~~conflicting ~~control~~duties ~~over~~may ~~financial~~not ~~reporting~~always asbe ofpossible and ~~for~~may ~~the~~not ~~year~~be ~~ended~~economically ~~December~~feasible. 31However, ~~2012. In~~to the ~~making~~extent ~~this assessment~~possible, ~~management used~~ the ~~criteria~~initiation ~~set~~of ~~forth~~transactions, by the ~~Committee~~custody of ~~Sponsoring~~assets ~~Organizations~~and of the ~~Treadway~~recording ~~Commission~~of intransactions ~~Internal~~should ~~Control-Integrated~~be ~~Framework.~~performed by Asseparate ~~a result of this assessment, Dr~~individuals. ~~Ausburn~~Management ~~concluded~~evaluated ~~that,~~the asimpact of ~~and~~our ~~for~~failure ~~the~~to ~~year~~have ~~ended~~segregation ~~December~~of ~~31,~~duties ~~2012,~~on our ~~internal~~assessment ~~control over financial reporting was not effective in providing reasonable assurance regarding the reliability~~ of ~~financial~~our disclosure ~~reporting~~controls and ~~the~~procedures ~~preparation~~and ofhas ~~financial~~concluded ~~statements~~that ~~for~~the ~~external~~control ~~purposes~~deficiency inthat ~~accordance~~resulted ~~with~~represented ~~generally~~a ~~accepted~~material ~~accounting principles as of the year ended December 31, 2012~~weakness.

~~The~~3. Effective ~~conclusion~~controls ~~that~~over ~~our~~the ~~internal~~ control ~~over~~environment ~~financial~~were ~~reporting was~~ not ~~effective~~maintained. ~~was~~Specifically, ~~due~~a toformally ~~the~~adopted ~~presence~~written code of ~~the~~business conduct ~~weaknesses~~and ~~identified~~ethics ~~above~~that ~~with~~governs ~~respect to~~ our ~~disclosure~~employees, ~~controls~~officers, and ~~procedures.~~directors Wewas ~~anticipate~~not ~~effective~~in ~~internal~~place. ~~control~~Additionally, ~~over~~management ~~financial~~has ~~reporting~~not ~~once~~developed and weeffectively ~~rectify~~communicated ~~our~~to ~~deficiencies~~employees inits ~~our~~accounting ~~disclosure~~policies ~~controls~~ and procedures. ~~However,~~This ~~due~~has toresulted ~~the~~in ~~limited~~inconsistent ~~size~~practices. Further, our Board of ~~our~~Directors ~~operations~~does ~~and~~not ~~the~~currently ~~fact~~have ~~that~~any ~~our~~independent ~~sole~~members and no director ~~and~~qualifies ~~officer~~as ~~approves~~an ~~and~~audit ~~carries~~committee financial ~~out~~expert ~~all~~as ~~the~~defined ~~transactions~~in ~~and~~Item ~~reviews~~407(d)(5)(ii) ~~and~~of ~~approves~~Regulation ~~all~~S-K. ~~reports,~~Since ~~the~~these ~~impact~~entity oflevel programs have a pervasive effect across the ~~ineffective~~organization, ~~internal~~management ~~control~~has ~~over~~determined ~~our~~that ~~financial~~these ~~reporting~~circumstances isconstitute ~~immaterial~~a material weakness.

~~This annual report does not include an attestation report~~ (c) Remediation of ~~the~~Material company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.Weaknesses

~~Changes~~To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in ~~Internal~~all ~~Control~~material ~~over~~respects, ~~Financial~~our ~~Reporting~~financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

~~During~~To remediate the ~~year~~material ~~ended~~weakness ~~December~~in ~~31, 2012, other than~~ our ~~change in management~~documentation, ~~there~~ ~~were~~evaluation noand ~~changes~~testing inof ~~our~~ internal controls ~~that~~we ~~have~~plan ~~materially~~to ~~affected~~engage ora ~~are~~third-party ~~reasonably~~firm ~~likely~~ to assist ~~have~~us ~~materially~~in ~~affected~~remedying ~~our~~this ~~internal~~material ~~control~~weakness ~~over~~once ~~financial~~resources ~~reporting~~become available.

~~Our~~We ~~management,~~intend ~~including~~to remedy ~~the Chief Executive Officer, does not expect that~~ our ~~disclosure~~material ~~controls~~weakness ~~and~~with ~~procedures~~regard orto ~~our~~insufficient ~~internal~~segregation control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of ~~the~~duties ~~control~~by ~~system~~hiring ~~are~~additional ~~met. Because~~employees ofin ~~the~~order ~~inherent~~to ~~limitations~~segregate duties in ~~all~~a ~~control~~manner ~~systems,~~that noestablishes ~~evaluation~~effective ofinternal controls ~~can~~once ~~provide~~resources ~~absolute~~become ~~assurance that all control issues and instances of fraud, if any, within the Company have been detected~~available.

~~ITEM~~This 9Bannual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. ~~OTHER~~Management’s ~~INFORMATION~~report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

~~None.~~ 23

17Table of Contents

(d) Changes in Internal Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the period covered by this report, the fiscal year ended December 31, 2014, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None

PART III

~~ITEM~~Item 10. ~~DIRECTORS~~ Directors, ~~EXECUTIVE~~Executive ~~OFFICERS~~Officers ~~AND~~and ~~CORPORATE~~Corporate ~~GOVERNANCE~~Governance

~~Our~~The ~~Directors~~following table ~~hold~~contains ~~office~~information ~~until~~with ~~the~~respect ~~next~~to ~~annual~~our ~~general~~current ~~meeting~~executive ~~of the stockholders or until their successors are elected and qualified. Our~~ officers ~~are appointed by our Board of Directors~~ and ~~hold office until the earlier of their death, retirement, resignation, or removal.~~directors:

Our officers and Directors and their ages and positions are as follows:

Name	Age	Principal Positions With Us
Llorn Kylo	40	President, Chief Executive Officer and Director
Munjit Johal	59	Chief Financial Officer and Treasurer

Name and Business Address		Age		Position
Dr. Kent Ausburn		60		Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

Llorn Kylo, 40, was the owner of Kylo Homes, which developed, owned and managed a portfolio of residential properties for sale and rent from 2009 to June 2012. From 2002 to 2009, Mr. Kylo was the owner and Chief Executive Officer of Form 1 Land, Inc., a real estate development company and the President and a Director of Flex Resources Co., Ltd from January 2007 to September 2008. Mr. Kylo was chosen to be a director of the Company based on his real estate industry and construction management experience. Mr. Kylo holds a Bachelor of Commerce Degree from Royal Roads University.

~~Dr.~~Munjit Johal, ~~Ausburn~~age 59, is a ~~senior~~director ~~exploration geologist~~ and ~~mining-entrepreneur~~Chief ~~with~~Financial ~~over~~Officer ~~31 years~~ of ~~worldwide~~Wisdom ~~experience~~Home, ~~in the exploration/mining industry~~Inc. ~~Dr.~~(formerly ~~Ausburn~~SearchCore ~~has served as a director of Hilltown Resources (HLT-CNSX~~Inc.) since ~~2009~~October 20, ~~and~~2006. ~~as its Chief Executive Officer since 2010~~Additionally, ~~helping~~Mr. itJohal ~~re-focus~~serves ~~toward~~as ~~exploration~~the ~~and~~Controller ~~development~~ of ~~iron~~High ~~and~~Tower ~~manganese~~Capital, ~~properties in Brazil~~Inc., ~~During~~where ~~the~~he ~~past~~has ~~three~~served ~~years~~since heJanuary ~~helped~~2007. Prior ~~identify,~~to ~~acquire~~that, ~~and~~Mr. ~~arrange~~Johal ~~financing~~has ~~for~~served as a ~~large~~financial ~~potash~~officer ~~prospect~~of invarious ~~the~~companies ~~Paradox~~including ~~Basin,~~Pacific SEHeritage ~~Utah,~~Bank ~~USA,~~as ~~via~~Executive ~~acquisition~~Vice President. byFrom ~~Magna~~1981 ~~Resources~~to ~~(MNA-CNSX),~~1987 ~~and~~Mr. anJohal ~~alkaline~~was ~~volcanic~~a ~~associated~~Senior ~~gold~~Analytical ~~deposit~~Manager infor ~~the~~Officer ~~western~~of ~~USA.~~Thrift ~~Dr.~~Supervision, ~~Ausburn~~Department ~~currently~~of ~~serves on~~ the ~~board~~Treasury (formerly ofFederal ~~directors~~Home ofLoan ~~four~~Bank ~~junior~~Board, ~~Canadian~~the ~~mining~~11th ~~companies~~District). ~~From 2007-2008, Dr~~Mr. ~~Ausburn~~Johal ~~was~~oversaw ~~associated~~a ~~with~~staff ~~Longview Capital Partners as senior consulting geologist~~ responsible for, ~~business~~among ~~development~~other ~~and~~things, ~~property~~monitoring banking ~~evaluation~~activities and ~~development.~~enforcement ~~From~~actions ~~2002~~for tolending ~~2007,~~institutions ~~as co-founder~~ and VPholding ~~Exploration~~companies. ofMr. ~~Tournigan~~Johal’s ~~Gold~~skill ~~Corporation~~set ~~(currently~~at ~~known as “Tournigan Energy”)~~researching, reviewing, ~~Dr. Ausburn was responsible for identification~~analyzing, ~~generation~~managing and ~~acquisition~~overseeing ofentities from a ~~high-quality~~financial ~~portfolio~~prospective ofprovides ~~gold~~valuable ~~projects~~direction inand ~~Northern~~guidance ~~Ireland~~as it ~~(Curraghinalt~~relates Auto ~~deposit)~~our ~~and~~reporting ~~Slovakia~~procedures. ~~(Kremnica~~Mr. AuJohal’s ~~deposit),~~regulatory ~~uranium~~experience ~~projects~~and inother ~~Slovakia~~prior ~~(Kuriskova~~experience Uwith ~~deposit)~~public companies and ~~western~~banks ~~USA~~as ~~(Wyoming,~~a ~~Arizona,~~compliance ~~South Dakota)~~officer, ~~and base metal projects~~ in ~~Northern~~additional ~~Ireland~~to ~~and~~being ~~Slovakia.~~a ~~Because~~CFO, ofis ~~Dr.~~beneficial ~~Ausburn’s~~to ~~substantial~~the ~~business~~company ~~experience~~with ~~and~~respect ~~his~~to ~~experience~~internal ~~as a director of numerous public companies~~controls, disclosures weand ~~have~~complying ~~concluded~~with ~~that~~necessary ~~Dr.~~regulatory ~~Ausburn should serve as a director of the Company~~requirements.

~~Family~~In ~~Relationships~~total, Mr. Johal has over 30 years of broad experience in banking, accounting, finance and management in the private and public sector. Mr. Johal earned his MBA from the University of San Francisco in 1980. He received his BS degree in History from the University of California, Los Angeles, in 1978

Dr. Ausburn is the sole director and officer of the Company. There are no arrangements or understandings between Dr. Ausburn and any other person pursuant to which he was appointed as an officer of the Company.

Director or Officer Involvement in Certain Legal Proceedings

Our sole officer and director was not involved in any legal proceedings as described in Item 401(f) of Regulation S-K in the past ten years.

Board Independence

Dr. Ausburn is currently our sole director. We are not listed on a national securities exchange and, as such, are not subject to any director independence standards. Using the definition of independence set forth in the rules of the NYSE MKT, Dr. Ausburn would not be considered an independent director of the Company.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. NoOur ~~term,~~officers ~~however,~~are ~~has~~appointed ~~been~~by ~~accorded~~our toboard ~~Dr.~~of ~~Ausburn’s~~directors ~~term~~and ashold aoffice ~~director~~until removed by the board.

~~Significant~~Family ~~Employees~~Relationships

WeThere ~~have~~are no family ~~employees~~relationships ~~other~~between ~~than~~or ~~our~~among ~~sole~~the ~~officer~~directors, ~~and~~executive ~~director~~officers or persons nominated or chosen by us to become directors or executive officers.

1824

~~Committees~~Table of ~~the Board of Directors~~Contents

~~Due~~Involvement in toCertain ~~our~~Legal ~~size, we have not formally designated a nominating committee, an audit committee, a compensation committee, or committees performing similar functions.~~Proceedings

~~Board~~During ~~Leadership~~the ~~Structure~~past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and ~~Role~~other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in ~~Risk~~any ~~Oversight~~type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally determined that it is in the best interests Committees of the Company and its shareholders to partially combine these roles. Due to the small size of the Company, we believe it is currently most effective to have the Chairman and Chief Executive Officer positions partially combined.Board

Our ~~sole~~company currently ~~director~~does isnot ~~primarily~~have ~~responsible~~nominating, ~~for~~compensation ~~overseeing~~or ~~our~~audit ~~risk~~committees ~~management~~or ~~processes.~~committees ~~The~~performing ~~sole~~similar ~~director~~functions ~~receives~~nor ~~and~~does ~~reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding~~ our company’s have ~~assessment~~a ofwritten ~~risks. The sole director focuses on the most significant risks facing us and our general risk management strategy~~nominating, ~~and~~compensation ~~also~~or ~~ensures~~audit ~~that~~committee ~~risks undertaken by us are consistent with the sole director’s appetite for risk~~charter. ~~While~~Our ~~the~~directors ~~sole~~believe ~~director~~that ~~oversees~~it ~~the Company, our management~~ is ~~responsible~~not ~~for~~necessary ~~day-~~to~~-day~~ ~~risk~~have ~~management~~such committees, ~~processes.~~at ~~We believe~~ this ~~division~~time, ofbecause ~~responsibilities is~~ the ~~most~~functions ~~effective~~of ~~approach~~such ~~for~~committees ~~addressing~~can ~~the~~be ~~risks~~adequately ~~facing~~performed ~~our~~by ~~company~~the ~~and that our~~ board ~~leadership~~of ~~structure supports this approach~~directors.

Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our CEO and director, Llorn Kylo, at the address appearing on the first page of this annual report.

Code of Ethics

We have not ~~yet~~ adopted a ~~code~~Code of ~~ethics~~Ethics that applies to our principal executive ~~officers~~officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions~~, since we have been focusing our efforts on obtaining financing for the company~~. ~~We expect to adopt a code as we develop our business.~~

~~ITEM 11. EXECUTIVE COMPENSATION~~25

~~The~~Table ~~table~~of below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the year ended December 31, 2012 and period from inception on July 5, 2011 to December 31, 2011.Contents

~~SUMMARY~~Item ~~COMPENSATION~~11. Executive ~~TABLE~~Compensation

												Nonqualified		All
										Non-Equity		Deferred		Other
						Stock		Option		Incentive Plan		Compensation		Compen-
Name and		Salary		Bonus		Awards		Awards		Compensation		Earnings		sation		Total
Principal Position	Year	($)		($)		($)		($)		($)		($)		($)		($)
Noam Katzav	2012		-		-		-		-		-		-		-		-
Former CEO, CFO,	2011		-		-		-		-		-		-		-		-
Treasurer and
Director (1)
David Zohar	2012		-		-		-		-		-		-		-		-
Former	2011		-		-		-		-		-		-		-		-
Secretary and
Director (1)
Kent Ausburn	2012		17,500		-		-		-		-		-		-		17,500
CEO, CFO,	2011		NA		NA		NA		NA		NA		NA		NA		NA
Secretary,
Treasurer and
Director (2)

The table below summarizes all compensation awarded to, earned by, or paid to our officers for all services rendered in all capacities to us for our fiscal years ended December 31, 2014 and 2013.

(1) Resigned on November 5, 2012

SUMMARY COMPENSATION TABLE

Name and principal position

Year

Salary ($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

Earnings ($)

All Other

Compensation

($)

Total

($)

Llorn Kylo

Chief Executive Officer, Principal Executive Officer and Director

2014

2013

75,000

25,000

100,000

25,000

Munjit Johal

Chief Financial Officer

2014

2013

21,000⁽¹⁾

n/a

21,000

n/a

(21) ~~Appointed~~Mr. onJohal ~~November~~is 5compensated $3,500 ~~2012~~per month. He has received payments from April 1, 2014 through September 30, 2014 for a total of $21,000. The remaining $10,500 is unpaid and deferred.

19Narrative Disclosure to the Summary Compensation Table

~~Directors’~~We ~~Compensation~~have not entered into any employment agreement or consulting agreement with our executive officers. There are no arrangements or plans in which we provide pension, retirement or similar benefits for executive officers.

~~The~~Our ~~persons~~decision ~~who~~to ~~served~~compensate asofficers depends ~~members~~on ofthe ~~our~~availability ~~board~~ of ~~directors,~~our ~~including~~cash ~~executive~~resources ~~officers~~with ~~did~~respect ~~not~~to ~~receive~~the ~~any~~need ~~compensation~~ for ~~services~~cash ~~as director for the year ended December 31, 2012 and the period from inception on July 5, 2011~~ to ~~December~~further ~~31,~~our ~~2011~~business purposes.

~~Grants~~Stock ofOption ~~Plan Based Awards and Outstanding Equity Awards at Fiscal Year-End~~Grants

We have not granted ~~adopted~~ any ~~equity compensation plan and no~~ stock, options, ~~or other equity securities were awarded~~ to ~~our~~the executive officers or directors since our inception.

~~Long-Term Incentive Plan~~26

~~Currently,~~Table ~~we do not have a long-term incentive plan in favour~~ of ~~any director, officer, consultant or employee of our Company.~~Contents

~~Compensation~~Outstanding Equity ~~Committee~~Awards ~~Interlocks~~at ~~and~~Fiscal ~~Insider Participation~~Year-End

~~None~~The oftable ~~our~~below summarizes ~~executive~~all ~~officers~~unexercised ~~serves~~options, asstock athat ~~member~~has ofnot ~~the~~vested, ~~Board~~and ofequity ~~Directors~~incentive orplan ~~compensation~~awards ~~committee~~for ofeach ~~any~~named ~~other entity that has one or more of its~~ executive ~~officers serving~~ officer as ~~a member~~ of ~~our~~December ~~Board~~31, ~~of Directors~~2014.

~~ITEM~~OUTSTANDING ~~12.~~EQUITY ~~SECURITY~~AWARDS ~~OWNERSHIP~~AT OFFISCAL ~~CERTAIN~~YEAR-END ~~BENEFICIAL~~OPTION ~~OWNERS~~AWARDS ~~AND~~STOCK ~~MANAGEMENT~~AWARDS ~~AND~~Name ~~RELATED~~Number ~~STOCKHOLDER~~of ~~MATTERS~~Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) Llorn Kylo - - - - - - - - - Munjit Johal - - - - - - - - -

~~The~~Director following table sets forth, as at April 8, 2013, certain information with respect to the beneficial ownership of our common stock by each shareholder known by us to be the beneficial owner of more than five percent (5%) of our common stock, and by each of our current directors and executive officer. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.Compensation

Title of Class	Name and address of beneficial owner	Amount and nature of beneficial ownership	Percent of class (1)
Common Stock	Dr. Kent Ausburn President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director 52 Grand View Lane Bellingham, WA 98229	1,430,000 shares	84.12%
Common Stock	Officer and Director as a group that consists of one person	1,430,000 shares	84.12%

We do not pay any compensation to our directors at this time. However, we reserve the right to compensate our directors in the future with cash, stock, options, or some combination of the above.

On November 7, 2012, Dr. Kent Ausburn purchased an aggregate of 1,430,000 shares of our outstanding common stock from Noam Katzav and David Zohar, our former officers and directors, in a private transaction. As consideration for the shares, Dr. Ausburn paid a total purchase price of $2,000 from his personal funds. Immediately upon the closing of the transaction, Dr. Ausburn became the majority shareholder of the Company and beneficially owned stock representing 84.12% of the outstanding voting shares of the Company.27

~~Percentage~~Table ~~ownership is determined based on shares owned together with securities exercisable or convertible into shares~~ of common stock within 60 days of April 8, 2013, for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days of April 8, 2013, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Our common stock is our only issued and outstanding class of securities eligible to vote.Contents

20Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

~~Changes~~The infollowing table ~~Control~~sets forth, as of June 8, 2015, certain information as to shares of our voting stock owned by (i) each person known by us to beneficially own more than 5% of our outstanding voting stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group.

~~Other~~Unless ~~than~~otherwise indicated ~~stated~~below, ~~above~~to our knowledge, weall ~~are~~persons ~~unaware~~listed ofbelow ~~any~~have ~~other~~sole ~~contract~~voting orand ~~other~~investment ~~arrangement~~power ~~the~~with ~~operation~~respect to their shares of ~~which~~voting ~~may~~stock, atexcept ato ~~subsequent~~the ~~date~~extent ~~result~~authority inis ashared ~~change~~by ofspouses ~~control~~under applicable law. Unless otherwise indicated below, each entity or person listed below maintains an address of ~~our~~7702 ~~Company~~E Doubletree Ranch Rd. Ste 300 Scottsdale, AZ 85258.

~~ITEM~~The 13number of shares beneficially owned by each stockholder is determined under rules promulgated by the SEC. ~~CERTAIN~~The ~~RELATIONSHIPS~~information ~~AND~~is ~~RELATED~~not ~~TRANSACTIONS~~necessarily indicative of beneficial ownership for any other purpose. Under these rules, ~~AND~~beneficial ~~DIRECTOR~~ownership ~~INDEPENDENCE~~includes any shares as to which the individual or entity has sole or shared voting or investment power and any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days through the exercise of any stock option, warrant or other right. The inclusion in the following table of those shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner.

During the year ended December 31, 2012, the Company incurred management fees of $17,500 to Dr. Kent Ausburn, the sole director and officer of the Company.

	Common Stock				Series A Preferred Stock
Name and Address of Beneficial Owner	Number of Shares Owned (1)		Percent of Class (2)		Number of Shares Owned (1)		Percent of Class (3)
Llorn Kylo		2,000,000		*%		-		-%
Munjit Johal		-		-%		-		-%
All Directors and Executive Officers as a Group (1 person)		2,000,000		*%		-		-%
5% Holders
Miramar Investors Inc. Gutenbergstrasse 10, PO Box 2090 Zurich, Switzerland 8002		124,300,000		80%		2,000,000		100%

~~Other~~ * Less than ~~disclosed above, we did not have other significant related transactions during the year ended December 31, 2012.~~1%

~~ITEM~~(1) ~~14.~~Unless ~~PRINCIPAL~~otherwise ~~ACCOUNTING~~indicated, ~~FEES~~each ~~AND~~person ~~SERVICES~~or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of voting stock listed as owned by that person or entity.

~~During~~(2) ~~the~~Pursuant ~~year~~to ~~ended~~Rules ~~December~~13d-3 31and 13d-5 of the Exchange Act, ~~2012~~beneficial ~~and~~ownership ~~period~~includes ~~from~~any ~~inception~~shares as to ~~December~~which ~~31,~~a ~~2011~~shareholder has sole or shared voting power or investment power, weand ~~engaged~~also ~~Weinberg~~any &shares ~~Baer~~which ~~LLC~~the asshareholder ~~our~~has ~~independent~~the ~~auditor~~right to acquire within 60 days, ~~and~~including ~~incurred~~upon ~~fees~~exercise of common shares purchase options or warrants. The percent of class is based on 1,572,000 voting shares as ~~discussed~~of ~~below:~~January 23, 2015.

	2012		2011
Annual audit and quarterly review fees	$	10,500	$	2,500
Audit – related fees		-		-
Tax fees		-		250
All other fees		-		-

(3)

The percent of class is based on 156,000,000 shares of common stock outstanding and 2,000,000 shares of Series A Preferred Stock outstanding as of June 8, 2015.

Audit fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements. All other fees relate to professional services rendered in connection with the Company’s filings other than form 10K.28

~~Policy~~Table ~~on Audit Committee Pre-Approval~~ of ~~Audit and Permissible Non-Audit Services of Independent Auditors.~~Contents

21Other than the transactions described below and under the heading “Executive Compensation” (or with respect to which such information is omitted in accordance with SEC regulations), since December 1, 2012 there have not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a participant in which the amount involved exceeded or will exceed $120,000, and in which any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

~~PART~~During 2013 IVand 2014, we incurred management fees of $31,250 and $54,526, respectively, to Llorn Kylo, our CEO and director. As of December 31, 2014, we had a balance of $18,589 owed to him for management fees and expenses paid on our behalf.

~~ITEM~~During 152013, we advanced $195,943 to Berkshire Homes, Inc., ~~EXHIBITS~~a public company with a common director. As of December 31, ~~FINANCIAL~~2014, ~~STATEMENT~~this ~~SCHEDULES~~balance remained owed by this related party.

Exhibit No.		Document Description
3.1		Certificate of Incorporation (incorporated by reference from our Registration Statement on Form S-1 filed on December 14, 2011).
3.2		Bylaws (incorporated by reference from our Registration Statement on Form S-1 filed on December 14, 2011).
10.1		Form of promissory note (incorporated by reference to our Current Report on Form 8-K filed on March 5, 2013)
31*		Section 302 Certification of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and Chief Financial Officer
32*		Section 906 Certification of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and Chief Financial Officer

On January 16, 2014, we issued a total of two million (2,000,000) shares of our newly designated Series A Preferred Stock to Miramar Investors Inc. for agreed upon consideration of $20,000. As the proceeds of the share issuance had not been received as of December 31, 2014, the amount has been recorded as share subscription receivable. The Series A Preferred Stock entitles the holder to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of two hundred (200) votes for each share held.

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

Item 14. Principal Accounting Fees and Services

~~__________~~Below is the table of Audit Fees billed by our auditors in connection with the audits of the Company’s annual financial statements for the years ended:

* Filed herewith

Financial Statements for the Year Ended December 31		Audit Services	Audit Related Fees		Tax Fees		Other Fees
	2013	$13,050	$	-	$	-	$	-
	2014	$41,050	$	-	$	-	$	-

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.29

22Table of Contents

~~SIGNATURES~~PART IV

~~Pursuant~~Item ~~to the requirements of Section 13 or~~ 15~~(d)~~. ~~of the Securities Exchange Act of 1934~~Exhibits, ~~the~~Financial ~~Registrant~~Statements Schedules ~~has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~

L3(a) ~~CORP.~~Financial Statements and Schedules

~~(Registrant)~~The following financial statements and schedules listed below are included in this Form 10-K.

Signature	Title	Date
/s/ Kent Ausburn	Chief Executive Officer, Chief Financial Officer, Secretary,	April 8, 2013
Kent Ausburn	Treasurer and Director (Principal Executive and Principal Financial and Accounting Officer and Director)

Financial Statements (See Item 8)

(b)

Exhibits

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation ⁽¹⁾
3.2	Certificate of Amendment⁽²⁾
3.3	Bylaws ⁽³⁾
31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Incorporated by reference to the Form 8-K filed on July 8, 2013.
Incorporated by reference to the Form 8-K filed on February 5, 2014.
Incorporated by reference to the Form S-1 filed on December 14, 2011.

Table of Contents

SIGNATURES

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

Cannabis-Rx, Inc.

By: /s/ Llorn Kylo

Llorn Kylo

President, Chief Executive Officer, Principal Executive Officer and Director

July 22, 2015

By: /s/ Munjit Johal

Munjit Johal

Chief Financial Officer, Principal Financial Officer and

Principal Accounting Officer

July 22, 2015

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

By: /s/ Llorn Kylo

Llorn Kylo

President, Chief Executive Officer, Principal Executive Officer and Director

July 22, 2015

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