UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: February 28, 2022
For the quarterly period ended: August 31, 2022
or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: _____________ to _____________ Commission File Number: 000-56250

MJ Harvest, Inc.

(Exact name of registrant as ~~specifie~~specified in its charter)

d in its charter)

Nevada		82-3400471
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation)		Identification No.)

nevada		82-3400471
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation)		Identification No.)

9205 W. Russell Road, Suite 240, Las Vegas, Nevada 89148-1425

(Address of Principal Executive Office) (Zip Code)

(954) 519-3115

(Registrant’s telephone number, including area code)

N/A

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

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

Title of each class	Trading Symbol	Name of each exchange on which registered.
None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

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	☒
Emerging growth company	☒

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

The number of shares of the issuer’s Common Stock outstanding as of ~~April~~August 1431, 2022 is 3344,~~068~~854,~~952.~~737

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements. Attached after signature page.

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

Certain statements in this Report constitute “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause such a differences include, among others, uncertainties relating to general economic and business conditions; industry trends; changes in demand for our products and services; uncertainties relating to customer plans and commitments and the timing of orders received from customers; announcements or changes in our pricing policies or that of our competitors; unanticipated delays in the development, market acceptance or installation of our products and services; changes in government regulations; availability of management and other key personnel; availability, terms and deployment of capital; relationships with third-party equipment suppliers; inflation, the war in Ukraine, supply chain slowdowns, reoccurring Covid-19 outbreaks, both nationally and internationally, particularly in China, and worldwide political stability and economic growth. The words “believe,” “expect,” “anticipate,” “hope,” “intend” and “plan” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.

Results of Operations

Three Months Ended ~~February~~August 2831, 2022 compared with the Three Months Ended ~~February~~August 2831, 2021

The narrative comparison of results of operations for the three-month periods ended ~~February~~August 2831, 2022 and 2021, is based on the following table.

	Three Months Ended
	August 31, 2022			August 31, 2021
	A			B			A-B			%
REVENUE	$	44,718		$	74,685
	February 28, 2022			February 28, 2021			Change			Change
COST OF REVENUE		83,071			20,129
REVENUE	$	24,343		$	14,377		$	9,966			69	%
Cost of revenue as a % of total revenue		186	%		27	%
COST OF REVENUE		14,405			12,350			2,055			17	%
Gross Profit (Loss)		(38,353	)		54,556
Cost of revenue as a % of total revenue		59	%		86	%		-27	%
Gross profit as a % of revenue		(86	%)		73	%
Gross Profit		9,938			2,027			7,911			390	%
OPERATING EXPENSES
Gross profit as a % of revenue		41	%		14	%		27	%
Officer and director compensation		95,000			135,000
OPERATING EXPENSES
General and administrative		187,770			26,354
Officer and director compensation		203,785			135,000			68,785			51	%
Professional fees and contract services		61,517			74,893
General and administrative		48,771			23,027			25,744			112	%
Advertising and promotion		3,117			279,857
Professional fees and contract services		22,445			118,231			(95,786	)		-81	%
Total operating expenses		347,404			516,104
Advertising and promotion		28,088			–			28,088			n.a.
NET LOSS FROM OPERATIONS		(385,757	)		(461,548	)
Total operating expenses		303,089			276,258			26,831			10	%
OPERATING LOSS - CONTINUING OPERATIONS		(293,151	)		(274,231	)		(18,920	)		7	%

Revenues ~~increased 69%~~ in the quarter ended ~~February 28~~August 31, 2022 decreased when compared ~~with~~to the same period in 2021. The ~~increase~~decrease inis ~~the~~largely ~~current~~attributable ~~quarter~~to ~~was~~an ~~largely~~intensified ~~due~~effort to ~~direct~~bring ~~sales~~our ~~efforts~~Colorado byand ~~our sales~~California ~~team~~facilities online. ~~Management~~We ~~has~~do ~~remained~~not ~~focused~~anticipate onthat ~~sales~~the ~~efforts~~short-term ~~for~~decrease ~~the~~in ~~debudder~~sales ~~products~~will ~~while~~continue ~~also~~for ~~working~~long, toas ~~expand~~sales ~~our~~ramp ~~relationship~~up ~~with~~in ~~PPK~~our Colorado ~~Investment~~and ~~Group,~~California ~~Inc.~~facilities, aand ~~vertically~~we ~~integrated~~expect ~~cannabis~~to ~~company~~see ~~selling~~an ~~the~~increase ~~Country~~in ~~Cannabis~~sales ~~Brand~~ of ~~products,~~farm implements and ~~seeking~~plant ~~other~~nutrients ~~acquisitions. We~~in ~~anticipate~~the ~~that~~fiscal weyear ~~will~~ended ~~maintain~~May 31, a2023. ~~marketing~~In ~~focus~~this onquarter, the ~~debudder~~Company ~~products~~generated $38,652 in ~~the~~sales ~~coming~~of ~~periods~~cannabis ~~but~~products ~~also~~at ~~expect~~our toColorado ~~devote~~facility. ~~substantial~~The Colorado facility ~~attention~~was tonewly opened in our ~~efforts~~previous atfiscal ~~growing~~fourth ~~our~~quarter ~~presence~~and was in the ~~cannabis~~very ~~industry~~early ~~through~~stage ~~acquisitions.~~of Wecommencing ~~recently~~sales ~~entered~~activities. ~~into~~We anexpect ~~agreement~~a slow toramp ~~acquire~~up aof ~~facility~~sales ~~and~~of cannabis ~~licenses~~products ~~for~~through anthe ~~operation~~remainder inof ~~Denver~~calendar ~~Colorado,~~year ~~and~~2022. weThe ~~expect~~Company togenerated ~~close~~$5,316 onin asales ~~an acquisition~~ of acannabis ~~facility~~products ~~and~~at ~~licenses~~our in California infacility, ~~April~~with orthe ~~May~~first ofsales ~~this~~occurring ~~year.~~in ~~These~~August ~~acquisitions will have a significant effect on the direction of our future operations~~2022.

As Cost of revenues as a percentage of sales increased in the quarter ended August 31, ~~cost~~2022, ofwhen ~~sales~~compared ~~decreased~~with ~~between~~the ~~periods~~same asperiod ain ~~result~~2021. ofThe ~~improved~~increase ~~efficiencies~~is attributable to the costs incurred in our ~~fulfillment~~Colorado ~~centers.~~and California operations. In the ~~prior~~three ~~period~~months ended August 31, 2022, we ~~moved~~incurred operating costs associated with setting up and documenting our ~~inventory~~manufacturing processes and producing test batches of products to averify ~~new~~our ~~California~~systems ~~fulfillment~~were ~~center~~generating expected results at our Colorado and ~~the~~California facilities. ~~costs~~During this phase, we did not produce significant quantities of ~~the~~product ~~move~~for ~~impacted~~resale. ~~results~~The production expenses of the test batches were, however, recorded as manufacturing costs. We expect margins to improve on our cannabis product lines in the ~~three~~coming ~~months~~periods ~~ended~~as ~~February~~our manufacturing ~~28,~~processes ~~2021~~are standardized and our need to run test batches and adjust processes decreases.

~~Total~~Our operating expenses increased somewhat in the current period primarily due to increased expenditures for officer and director compensation resulting from the addition of a fourth director and payment of comensation to that director. General and ~~administrative~~Administrative ~~expenses~~costs (“G&A”) increased in the ~~current~~quarter ~~period~~ended ~~compared~~August ~~with~~31, ~~a year earlier~~2022, ~~primarily~~compared ~~driven by travel expenses associated~~ with the ~~Company’s~~same ~~investment~~period in ~~PPK~~the ~~Investment~~prior ~~Group, Inc~~year., ~~and~~The ~~other~~increase ~~merger and~~in ~~acquisition~~G&A ~~work~~costs ~~performed~~were ~~during~~primarily due ~~the~~to ~~current~~our ~~period.~~decision ~~Advertising~~to ~~and~~further ~~promotion~~develop ~~also~~our ~~increased~~cannabis asbusiness athrough ~~result~~acquisition of ~~increased expenditures for investor awareness in~~ the ~~current~~Colorado ~~period.~~and ~~These~~California ~~increases~~facilities ~~were~~and ~~partially offset by a decrease in professional fees. In~~ the ~~current~~related ~~period,~~ costs ~~previously~~of ~~categorized~~setting asup ~~professional~~geographically ~~fees~~disbursed ~~were~~manufacturing ~~reclassified~~operations. asOur ~~officer~~advertising and ~~director~~promotion ~~compensation~~costs ~~when~~decreased ~~one~~significantly ofwhen compared ~~our~~to ~~consultants accepted~~the asame ~~position~~reporting onperiod in the ~~Board~~previous year.

Net loss from ~~continuing~~ operations ~~increased~~decreased in ~~2022~~the reporting ~~compared~~period ~~with~~ending ~~2021~~August ~~primarily~~31, ~~due~~2022 tocompared ~~increases~~with the same period in ~~advertising~~2021. ~~and~~The ~~promotion~~decrease ~~expenses~~in ~~and~~the ~~consulting~~net ~~fees~~loss ~~relating~~is attributable to the ~~Company’s investor~~factors ~~relations efforts~~identified above.

~~Nine Months~~Liquidity ~~Ended~~and ~~February~~Capital ~~28, 2022 compared with the Nine Months Ended February 28, 2021~~Resources

~~The narrative~~Cash ~~comparison~~flow ofused ~~results~~by ofoperating ~~operations~~activities for the ~~nine-month periods~~ quarter ended ~~February~~August 2831, 2022, ~~and~~was $559,756 compared with $164,942 in the same period in 2021. During the period, our total cash increased by $35,138 to $76,025. The increase in our cash position at August 31, 2022, is ~~based~~largely onattributable to the ~~following~~cash requirements for starting ~~table~~up operations in Colorado and California. Cash to fund cash flow from operations was derived primarily from proceeds of notes payable.

	Nine Months Ended
	A			B			A-B			%
	February 28, 2022			February 28, 2021			Change			Change
REVENUE	$	147,395		$	87,513		$	59,882			68	%
COST OF REVENUE		50,774			42,484			8,290			20	%
Cost of revenue as a % of total revenue		34	%		49	%		-14	%
Gross Profit		96,621			45,029			51,592			115	%
Gross profit as a % of revenue		66	%		51	%		-14	%
OPERATING EXPENSES
Officer and director compensation		542,570			400,000			142,570			36	%
General and administrative		113,644			59,410			54,234			91	%
Professional fees and contract services		176,710			358,084			(181,374	)		-51	%
Advertising and promotion		375,461			–			375,461			n.a.
Total operating expenses		1,208,385			817,494			390,891			48	%
OPERATING LOSS - CONTINUING OPERATIONS		(1,111,764	)		(772,465	)		(339,299	)		44	%

We continue to seek potential acquisition candidates with a focus on acquiring additional operating companies with scale sufficient to support all aspects of the Company’s operations, including the public company infrastructure. The Company is currently heavily dependent on funding through advances from related parties, but no assurances can be given that such funding will continue to be available in future periods. Our historic operations have not been sufficient to support the existing infrastructure, much of which is required in order to maintain public company status.

~~Revenues~~We ~~increased~~have ~~68%~~maintained inactive ~~the nine-month period ended February 28, 2022 compared with the same period in 2021. Management refocused sales efforts on the debudder products after discontinuing~~ operations ofas ~~the~~a ~~soils business acquired from Elevated Ag Solutions, Inc. (“Elevated”) in early October 2020. The soils division~~manufacturer ~~was discontinued in the quarter ended November 30, 2020~~ and isdistributor ~~not~~of ~~reflected in operating results for~~ the ~~periods~~Debudder ~~presented~~product ~~above~~line ~~(see “Discontinued~~since ~~Operations”)~~2018. We ~~anticipate~~do ~~that~~not ~~the~~consider ~~marketing focus on~~ the ~~debudder~~Company ~~products will continue now that the soils division has been discontinued. We also recently entered into an agreement~~ to ~~acquire~~be a ~~facility~~shell ~~and~~company ~~cannabis~~as ~~licenses~~that ~~for~~term anis ~~operation~~defined in ~~Denver~~the ~~Colorado,~~Securities ~~and~~Act ~~we expect to close on a an acquisition~~ of a1933, ~~facility~~as ~~and licenses in California in April or May~~amended. ~~Management believes these acquisitions will have a significant effect on the direction of our future operations.~~

3The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. We incurred a net loss of $999,653 for the quarter ended August 31, 2022, bringing our accumulated deficit to $12,973,694 as of August 31, 2022. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company may seek to raise money for working capital purposes through a public offering of its equity capital or through a private placement of equity capital or convertible debt. It will be important for the Company to succeed in its efforts to raise capital in this manner to further its business plan in an aggressive manner. Raising additional capital may cause dilution to current shareholders. There are no assurances we can be successful in our efforts to raise working capital.

Total operating expenses increased in the current period, primarily due to increased expenditures for advertising and promotion and increases in travel related to an increased focus on acquisitions. In the nineCOVID-month period ended February 28, 2022, we retained a consultant to communicate with prospective funding sources, coordinate press releases, and in general assist with market awareness of the company. The cost of this program was paid partially in cash and partially in stock with an aggregate cost of $250,250. Additional advertising expenses were incurred for trade show expenses in connection with our attendance at the MJBIZCON trade show in Las Vegas. Officer and director compensation increased and professional fees and contract services decreased in 2022 compared with 2021, primarily due to the appointment of one of our contractors as a director in the current period and the associated reclassification of his contract fees to “officer and director compensation.” General and administrative expenses increased in the current period compared with a year earlier, primarily driven by travel expenses associated with the Company’s investment in PPK Investment Group, Inc.19

~~Net~~The effects of the continued outbreak of COVID-19 and related government ~~loss~~responses ~~from~~have, ~~continuing~~and ~~operations~~could ~~increased~~continue to include, extended disruptions to supply chains and capital markets, reduced labor availability, and a prolonged reduction in ~~2022~~economic ~~compared~~activity. ~~with~~These ~~2021~~effects ~~primarily~~could ~~due~~have a variety of adverse impacts to the ~~increase~~Company, inincluding ~~advertising~~our ~~and promotion~~ability ~~expenses~~to operate. As of August 31, 2022, there were no material adverse impacts to our operations noted due to COVID-19.

~~Non~~The economic disruptions caused by COVID-~~Operating~~19 could also adversely impact ~~Expenses~~the impairment risks for certain long-lived assets. Management evaluated these impairment considerations and determined that no such impairments occurred as of August 31, 2022.

In the three and nine-month periods ended February 28, 2022, the Company incurred $34,134 and $645,592, respectively, in interest and finance expense relating to notes payable from a funding transaction on March 22, 2021. The nine-month amount included $550,000 in discount on notes payable. The Company had no comparable outstanding debt in the three and nine-month periods ended February 28, 2021. The notes payable were due on March 22, 2022, subsequently extended to March 29, 2022, and paid in full with accrued interest on March 29, 2022. The source of funds for the repayment of the notes was from a new senior lender. The company expects to enter into a senor convertible debt agreement with the new senior lender in our fiscal fourth quarter. 3

~~Discontinued Operations.~~Off Balance Sheet Arrangements

In the prior year, after operating the soils division for the first four months of the year ended May 31, 2021, management undertook an in-depth assessment of Elevated Ag Solutions, Inc. (“Elevated”) and concluded that the soils division was not as represented at the time of the acquisition in January 2020, was not likely to ever operate profitably without significant revisions to operating methods and changes in personnel and was likely to create significant business questions and concerns should it be continued. Accordingly, management elected to discontinue the business acquired from Elevated. Upon discontinuation of the Elevated business, the Company entered into a settlement and unwinding agreement with Elevated and returned all assets acquired in the transaction to Elevated. During the nine months ended February 28, 2021, the common stock issued in the acquisition, aggregating 1,300,000 shares out of 1,400,000 shares originally issued, were cancelled, and the Company paid a $10,000 walk-away fee. In the aggregate, the Company recognized a loss from discontinued operations of $10,000.None

~~Operating results~~Item ~~for~~3. ~~the~~Quantitative ~~three~~ and ~~nine-month~~Qualitative ~~periods~~Disclosures ~~ended~~About ~~February~~Market ~~28, 2021 from the discontinued operations are reflected in the following table~~Risk.

	Three Month Period Ended February 28, 2021		Nine-Month Period Ended February 28, 2021
Revenue	$	–	$	75,217
Cost of revenue		–		(66,243	)
Amortization		–		(13,125	)
Gross profit		–		(4,151	)
Loss on discontinued operations		–		10,000
	$	–	$	(14,151	)

Not required.

Item 4. Controls and Procedures.

~~Liquidity~~Conclusions of Management Regarding Effectiveness ~~and~~of ~~Capital~~Disclosure ~~Resources~~Controls and Procedures

~~Cash~~At ~~flow~~the ~~used~~end inof ~~operating~~the ~~activities~~period ~~for~~covered ~~the~~by ~~nine-month~~this Quarterly ~~period~~Report ~~ended~~on ~~February~~Form 2810-Q, ~~2022~~an evaluation was ~~$329,212~~carried ~~compared~~out under the supervision and with ~~$175~~the participation of the Company’s management,~~329~~ including inthe Chief Executive Officer (“CEO”), who also serves as our Chief Finance and Accounting Officer, of the ~~comparable~~effectiveness of ~~period~~the design and operations of the Company’s disclosure controls and procedures (as defined in ~~2021.~~Rule ~~During~~13a – 15(e) under the Exchange ~~period~~Act). Based on that evaluation, ~~our~~the ~~total~~CEO ~~cash decreased~~has concluded that as of the end of the period covered by ~~$115~~this report,~~712.~~ ~~Cash~~the toCompany’s disclosure ~~fund~~controls ~~the~~and ~~negative~~procedures ~~cash~~were ~~flow~~not ~~from~~effective ~~operations~~as it was ~~derived~~determined ~~primarily~~that ~~from~~there ~~proceeds~~were ofmaterial ~~advances~~weaknesses ~~from~~affecting ~~related~~our disclosure ~~parties~~controls ~~totaling~~and ~~$213,500~~procedures.

~~The Company~~Management ~~continues~~of tothe ~~make~~Company ~~progress~~believes inthat ~~growing~~these ~~sales~~material weaknesses ofare ~~its~~due ~~existing~~primarily ~~product~~to ~~line,~~the ~~but~~small size of the ~~business~~company’s isaccounting ~~not~~staff. ~~yet~~The ~~sufficient~~small tosize ~~support our~~of ~~current~~the ~~operating~~Company’s ~~structure.~~accounting staff ~~Our~~may ~~current~~prevent ~~working~~adequate ~~capital~~controls isin ~~negative~~the $1future,~~237,969,~~ ~~based~~such onas ~~current~~segregation ~~assets~~ of ~~$122~~duties,~~238~~ ~~and~~due ~~current liabilities~~to ofthe ~~$1,360,207.~~cost/benefit Weof ~~continue~~such toremediation. ~~seek~~To ~~out~~mitigate the ~~potential~~current ~~acquisition~~limited ~~candidates~~resources and ~~distributorships~~limited ~~and~~employees, ~~hope~~we torely ~~see~~heavily ~~continuing growth~~on indirect ~~sales~~management inoversight ~~the~~of ~~coming~~transactions, ~~periods.~~along ~~The~~with ~~Company~~the isuse of ~~currently~~external ~~reliant~~legal onand ~~funding~~accounting ~~through~~professionals. ~~advances~~As ~~from~~the ~~related~~Company ~~parties~~grows, ~~but we~~management ~~have~~expects noto ~~binding~~increase ~~agreements~~the ornumber ~~commitments~~of ~~for~~employees, ~~such~~which ~~funding~~will enable ~~and~~us noto ~~assurances~~implement ~~can~~adequate besegregation ~~given~~of ~~that~~duties ~~such~~within ~~funding~~the ~~will~~internal ~~continue~~control ~~to be available in future periods~~framework.

~~The accompanying~~Changes ~~consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities~~ in ~~the~~Internal ~~normal~~Control ~~course~~over ofFinancial business. We incurred net losses from continuing operations of $327,285 and $1,757,356 for the three and nine-month periods ended February 28, 2022, respectively, and had an accumulated deficit of $10,855,613 as of February 28, 2022. In addition, we have notes payable aggregating $900,000 plus accrued interest that are due on March 22, 2022. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company may seek to raise money for working capital purposes through a public offering of its equity capital or through a private placement of equity capital or convertible debt. It will be important for the Company to succeed in its efforts to raise capital in this manner to further its business plan in an aggressive manner. Raising additional capital may cause dilution to current shareholders.Reporting

~~COVID-19~~There have been no changes during the quarter ended August 31, 2022 in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.

WePART ~~are~~II ~~now~~– OTHER in the third year of the COVID-19 pandemic. While the impact of the pandemic is lessening, new COVID variants are causing continued concern and the pandemic is not over. To date, the disruption from COVID-19 did not materially impact the Company’s financial statements. However, if the severity of the economic disruptions increase as the duration of the COVID-19 pandemic continues, the negative financial impact due to reduced demand could be significantly greater in future periods than in the third fiscal quarter ended February 28, 2022.INFORMATION

~~The effects~~Item of the continued outbreak of COVID-19 and related government responses may include extended disruptions to supply chains and capital markets, reduced labor availability and a prolonged reduction in economic activity in our industry1. ~~These~~Legal ~~effects could have a variety of adverse impacts to the Company, including an inability to adequately staff and operate our facilities~~Proceedings. ~~To date, there have been no material adverse impacts to the Company’s operations due to COVID-19.~~

The Company ~~economic~~and ~~disruptions~~PPK ~~caused~~are byplaintiffs in ~~COVID-19~~lawsuit ~~could~~against ~~also~~Country ~~adversely~~Cannabis, ~~impact~~LLC ~~impairment~~of ~~risks~~Yale, Oklahoma for ~~certain~~trademark ~~long-lived~~infringement ~~assets,~~for ~~equity~~the ~~method~~use of ~~investments~~the ~~and~~name ~~goodwill~~“Country Cannabis”. The ~~Management~~lawsuit ~~evaluated~~was ~~these~~filed ~~impairment~~with ~~considerations~~the ~~and~~Payne ~~determined~~County, ~~that~~Oklahoma noCourts ~~such~~on ~~impairments~~February ~~occurred~~7, 2022. The Company ~~through~~has motioned the ~~date~~Court offor summary judgment in this ~~report~~matter and for legal fees. The motion for summary judgement is currently pending before the Court.

~~Off Balance~~Item ~~Sheet~~2. ~~Arrangements~~Unregistered Sales of Equity Securities and Use of Proceeds.

~~None~~There were no unregistered sales of equity securities during the three-month period ending August 31, 2022.

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk.~~ 4

~~Not required~~Item 6. Exhibits.

5The following documents are included as exhibits to this report:

~~Item 4.~~(a) ~~Controls and Procedures.~~Exhibits

Conclusions of Management Regarding Effectiveness of Disclosure Controls and Procedures

Exhibit Number	SEC Reference Number	Title of Document
31.1	31	Section 302 Certification of Principal Executive Officer and Principal Financial Officer
32.1	32	Section 1350 Certification of Principal Executive Officer and Principal Financial Officer
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase

XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement, prospectus or other document to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.

At the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operations of the Company’s disclosure controls and procedures (as defined in Rule 13a – 15(e) under the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective as it was determined that there were material weaknesses affecting our disclosure controls and procedures. 5

Management of the Company believes that these material weaknesses are due primarily to the small size of the company’s accounting staff. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation. To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals. As the Company grows, management expects to increase the number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.SIGNATURES

~~Changes~~Pursuant to the requirements of the Securities Exchange Act of 1934, the inregistrant ~~Internal~~has ~~Control~~duly ~~over~~caused ~~Financial~~this ~~Reporting~~report to be signed on its behalf by the undersigned, thereunto duly authorized.

There have been no changes during the quarter ended February 28, 2022 in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.

	MJ Harvest, Inc.

Date: October 31, 2022	By: /s/ Patrick Bilton


	Patrick Bilton, CEO

~~PART II –~~ ~~OTHER INFORMATION~~6

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

FINANCIAL STATEMENTS – (Unaudited):

Condensed Consolidated balance sheets	F-2

Condensed Consolidated statements of operations	F-3

Condensed Consolidated statements of changes in stockholders’ equity	F-4

Condensed Consolidated statements of cash flows	F-5

Notes to condensed consolidated financial statements	F-6

During the three months ended February 28, 2022, the Company issued 281,506 shares of common stock without registration under the Securities Act. Of these, 63,710 shares ($25,510) were issued to two contractors and 217,796 shares ($103,785) were issued to four officers and directors for services. All of the above shares were issued in exempt transactions under Section 4(a)(2) of the Securities Act since the recipients of the shares were persons closely associated with the Company and the issuance of the shares did not involve any public offering.F-1

6MJ HARVEST, INC.

~~Item 6. Exhibits.~~ CONDENSED CONSOLIDATED BALANCE SHEETS

~~The following documents are included as exhibits to this report:~~(unaudited)

(a) Exhibits


	August 31,			May 31,
ASSETS	2022			2022
CURRENT ASSETS:
Cash and cash equivalents	$	76,025		$	40,887
Inventory		484,444			197,059
Prepaids and other current assets		48,326			20,225
Total current assets		608,795			258,171

Investments in equity securities, at cost		3,101,666			3,091,666
Equipment, net		328,198			36,636
Right to use asset		3,736,702			287,716
Cannabis licenses		632,066			—
Finite-lived intangible assets, net		107,084			110,834
Indefinite-lived intangible assets, net		6,000			6,000
Total Assets	$	8,520,511		$	3,791,023

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	477,196		$	256,577
Accounts payable to related parties		326,792			278,207
Lease liability - current portion		537,343			46,761
Satellite note payable, net of discount		432,590			—
Diagonal convertible note payable		103,750			—
Convertible note payable, net of discount		1,217,179			107,586
Total current liabilities		3,094,850			689,131

LONG-TERM LIABILITIES:
Common stock payable		—			112,857
Accounts payable - long-term		—			200,000
Lease liability - long term		3,134,568			247,366
Satellite note payable, net of discount – long term		436,220			—
Advances from related parties		—			1,821,482
Total long-term liabilities		3,570,788			2,381,705
Total Liabilities		6,665,638			3,070,836

STOCKHOLDERS’ EQUITY:
Preferred stock, par value $0.0001, 5,000,000 shares authorized, no shares issued and outstanding		—			—
Common stock, $0.0001 par value per share, 100,000,000 shares authorized, 44,854,737 and 33,574,436 issued and outstanding, respectively		4,485			3,357
Additional paid-in capital		14,824,082			12,690,871
Accumulated deficit		(12,973,694	)		(11,974,041	)
Total stockholders’ equity		1,854,873			720,187
Total Liabilities and Stockholders’ Equity	$	8,520,511		$	3,791,023

Exhibit Number	SEC Reference Number	Title of Document
31.1	31	Section 302 Certification of Principal Executive Officer
31.2	31	Section 302 Certification of Principal Financial Officer
32.1	32	Section 1350 Certification of Principal Executive Officer
32.2	32	Section 1350 Certification of Principal Financial Officer
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase
XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement, prospectus or other document to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.

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

~~SIGNATURES~~F-2

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

	MJ Harvest, Inc.
Date: April 19, 2022	By: /s/ Patrick Bilton
	Patrick Bilton, CEO
Date: April 19, 2022	By: /s/ Brad E. Herr
	Brad E. Herr, Chief Financial Officer

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

7(unaudited)

~~MJ Harvest~~For the three months ended August 31, ~~Inc.~~2022 and 2021

Contents


	2022			2021

REVENUE	$	44,718		$	74,685
COST OF REVENUE		83,071			20,129
Gross profit (loss)		(38,353	)		54,556

OPERATING EXPENSES:
Officer and director compensation		95,000			135,000
General and administrative		187,770			26,354
Professional fees and contract services		61,517			74,893
Advertising and promotion		3,117			279,857
Total operating expenses		347,404			516,104

NET LOSS FROM OPERATIONS		(385,757	)		(461,548	)

NON-OPERATING EXPENSES
Interest expense		613,896			478,646

NET LOSS	$	(999,653	)	$	(940,194	)

NET LOSS PER COMMON SHARE - Basic and diluted	$	(0.03	)	$	(0.04	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - Basic and diluted		39,891,195			26,359,821

	Page
FINANCIAL STATEMENTS –(Unaudited):
Condensed consolidated balance sheets	2
Condensed consolidated statements of operations	3
Condensed consolidated statements of changes in stockholders’ equity (deficit)	4
Condensed consolidated statements of cash flows	5
Notes to the condensed consolidated financial statements	6 - 18

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

~~MJ HARVEST, INC.~~ F-3

~~Condensed Consolidated~~MJ ~~Balance~~HARVEST, ~~Sheets (unaudited)~~INC.

	February 28,			May 31,
ASSETS	2022			2021
CURRENT ASSETS:
Cash and cash equivalents	$	7,607		$	123,319
Accounts receivable		13,232			–
Inventory		91,399			28,159
Deposits		10,000			–
Total current assets		122,238			151,478
NON-CURRENT ASSETS:
Investments in equity securities, at cost		3,091,666			1,000,000
Fixed assets, net		7,059			10,839
Finite-lived intangible assets, net		114,584			125,834
Indefinite-lived intangible assets, net		6,000			6,000
Total non-current assets		3,219,309			1,142,673
Total Assets	$	3,341,547		$	1,294,151
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and other current liabilities	$	195,829		$	103,815
Accounts payable to related party		264,378			77,779
Notes payable, net of discount		900,000			350,000
Total Current Liabilities		1,360,207			531,594
LONG-TERM LIABILITIES:
Common stock payable		102,857			100,000
Advances from related parties		1,741,482			1,317,982
Total long-term liabilities		1,844,339			1,417,982
Total Liabilities		3,204,546			1,949,576
Commitments and Contingencies ( Notes 4 and 5)
STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred stock, par value $0.0001, 5,000,000 shares authorized, no shares issued and outstanding		–			–
Common stock, $0.0001 par value per share, 100,000,000 shares authorized, 33,068,952 and 25,302,122 issued and outstanding, respectively		3,307			2,530
Additional paid-in capital		10,989,307			8,440,302
Accumulated deficit		(10,855,613	)		(9,098,257	)
Total stockholders’ equity (deficit)		137,001			(655,425	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	3,341,547		$	1,294,151

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~(unaudited)

~~FS-2~~For the three months ended August 31, 2022 and 2021

MJ HARVEST, INC


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

BALANCES, May 31, 2021		25,302,122	$	2,530	$	8,440,302	$	(9,098,257	)	$	(655,425	)
Stock issued for services		175,000		18		80,232		—			80,250
Stock issued for investment in PPK		5,972,222		597		1,791,069		—			1,791,666
Net loss		—		—		—		(940,194	)		(940,194	)

BALANCES, August 31, 2021		31,449,344	$	3,145	$	10,311,603	$	(10,038,451	)	$	276,297

BALANCES, May 31, 2022		33,574,436	$	3,357	$	12,690,871	$	(11,974,041	)	$	720,187

Share issued for advances from related parties		9,740,543		974		1,820,508		—			1,821,482
Shares issued for accounts payable – long term		1,069,519		107		199,893		—			200,000
Shares issued for common stock payable		470,239		47		112,810		—			112,857
Net loss		—		—		—		(999,653	)		(999,653	)

BALANCES, August 31, 2022		44,854,737	$	4,485	$	14,824,082	$	(12,973,694	)	$	1,854,873

~~Condensed~~The accompanying notes are ~~Consolidated~~an ~~Statements~~integral part of ~~Operations~~these (condensed unaudited) consolidated financial statements.

	Three months ended						Nine months ended
	February 28,			February 28,			February 28,			February 28,
	2022			2021			2022			2021
REVENUE	$	24,343		$	14,377		$	147,395		$	87,513
COST OF REVENUE		14,405			12,350			50,774			42,484
Gross profit		9,938			2,027			96,621			45,029
OPERATING EXPENSES:
Officer and director compensation		203,785			135,000			542,570			400,000
General and administrative		48,771			23,027			113,644			59,410
Professional fees and contract services		22,445			118,231			176,710			358,084
Advertising and promotion		28,088			–			375,461			–
Total operating expenses		303,089			276,258			1,208,385			817,494
OPERATING LOSS FROM CONTINUING OPERATIONS		(293,151	)		(274,231	)		(1,111,764	)		(772,465	)
NON-OPERATING EXPENSES
Interest and financing expense		34,134			–			645,592			–
NET LOSS FROM CONTINUING OPERATIONS		(327,285	)		(274,231	)		(1,757,356	)		(772,465	)
LOSS FROM DISCONTINUED OPERATIONS
Operating loss on discontinued operations		–			–			–			(4,151	)
Loss on discontinued operations		–			–			–			(10,000	)
NET LOSS FROM DISCONTINUED OPERATIONS		–			–			–			(14,151	)
NET LOSS	$	(327,285	)	$	(274,231	)	$	(1,757,356	)	$	(786,616	)
NET LOSS PER COMMON SHARE - BASIC AND DILUTED
From continuing operations	$	(0.01	)	$	(0.01	)	$	(0.06	)	$	(0.03	)
From discontinued operations		NA			NA			NA			–
Total	$	(0.01	)	$	(0.01	)	$	(0.06	)	$	(0.03	)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - Basic and diluted		33,063,494			23,245,546			30,454,015			23,077,816

F-4

~~The accompanying~~MJ ~~notes~~HARVEST, ~~are an integral part of these condensed consolidated financial statements~~INC.

~~FS-3~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~MJ HARVEST, INC~~ (unaudited)

~~Condensed Consolidated~~For ~~Statements~~the ofthree ~~Changes~~months inended ~~Stockholders’~~August ~~Equity~~31, ~~(Deficit)~~2022 ~~(unaudited)~~and 2021

FOR THE THREE AND NINE MONTH PERIODS ENDED FEBRUARY 28, 2022 AND 2021


	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(999,653	)	$	(940,194	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		7,788			5,010
Share based compensation issued and to be issued		—			194,471
Amortization of note payable discount		534,593			450,000
Compensation paid with payable to related parties		70,000			70,000
Changes in operating assets and liabilities:
Accounts receivable		—			(38,050	)
Prepaids and other current assets		(28,101	)		(11,467	)
Inventories		(287,385	)		9,810
Accounts payable and other current liabilities		149,417			87,718
Accounts payable to related parties		(6,415	)		—
Customer deposits		—			7,760
NET CASH USED IN OPERATING ACTIVITIES		(559,756	)		(164,942	)

CASH FLOW FROM INVESTING ACTIVITES
Acquisition of investment in equity securities		(10,000	)		—
Acquisition of equipment		(24,714	)		—
NET CASH USED IN INVESTING ACTIVITIES		(34,714	)		—

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Diagonal convertible notes payable		103,750			—
Proceeds from SMC convertible notes payable		575,000			—
Proceeds from advances from related parties					64,000
Payments on advances from related parties		(15,000	)		—
Principal payments on SMC convertible note payable – related party		(34,142	)		—
NET CASH PROVIDED BY FINANCING ACTIVITIES		629,608			64,000

NET CHANGE IN CASH AND CASH EQUIVALENTS		35,138			(100,942	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		40,887			123,319

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	76,025		$	22,377

NON-CASH FINANCING AND INVESTING ACTIVITIES:
Shares issued for investment in PPK	$	—		$	1,791,666
Share issued for advances from related parties		1,821,482			—
Shares issued for accounts payable – long term		200,000			—
Shares issued for common stock payable		112,857			—
Right to use asset acquired with lease liability		3,505,897			—
License agreement acquired with Satellite note payable		632,066			—
Equipment acquired with Satellite note payable		270,886			—

					Additional		Common
	Common Stock				Paid-In		Stock Subject to			Accumulated
Three Month	Shares		Amount		Capital		Cancellation			Deficit			Total
BALANCES, November 30, 2020		23,347,731	$	2,335	$	3,885,859	$	–		$	(4,694,779	)	$	(806,585	)
Shares issued for services		200,000		20		59,980		–			–			60,000
Shares issued for common stock payable		167,345		17		58,554		–			–			58,571
Shares subject to cancellation due to discontinued operations		–		–		–		(336,875	)		–			(336,875	)
Net loss		–		–		–		–			(274,231	)		(274,231	)
BALANCES, February 28, 2021		23,715,076		2,372		4,004,393		(336,875	)		(4,969,010	)		(1,299,120	)
BALANCES, November 30, 2021		32,787,446		3,279		10,860,040		–			(10,528,328	)		334,991
Shares issued for services		26,200		3		10,507		–			–			10,510
Shares issued for common stock payable		255,296		25		118,760		–			–			118,875
Net loss		–		–		–		–			(327,285	)		(327,285	)
BALANCES, February 28, 2022		33,068,952		3,307		10,989,307		–			(10,855,613	)		137,001
Nine Month
BALANCES, May 31, 2020		22,892,874		2,289		3,763,374		–			(4,182,394	)		(416,731	)
Shares issued for services		822,202		83		241,019		–			–			241,102
Shares subject to cancellation due to discontinued operations		–		–		–		(336,875	)		–			(336,875	)
Net loss		–		–		–		–			(786,616	)		(786,616	)
BALANCES, February 28, 2021		23,715,076		2,372		4,004,393		(336,875	)		(4,969,010	)		(1,299,120	)
BALANCES May 31, 2021		25,302,122		2,530		8,440,302		–			(9,098,257	)		(655,425	)
Shares issued for common stock payable		400,000		40		99,960		–			–			100,000
Shares issued for services		828,571		83		358,033		–			–			358,116
Shares issued for investments		6,538,259		654		2,091,012		–			–			2,091,666
Net loss		–		–		–		–			(1,757,356	)		(1,757,356	)
BALANCES, February 28, 2022		33,068,952	$	3,307	$	10,989,307	$	–		$	(10,855,613	)	$	137,001

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

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~F-5

~~FS-4~~MJ HARVEST, INC.

~~MJ HARVEST,~~NOTES ~~INC.~~ TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

~~Condensed Consolidated~~NOTE ~~Statements~~1 of– ~~Cash~~NATURE ~~Flows~~ OF ~~(unaudited)~~BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

	Nine months ended
	February 28,			February 28,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,757,356	)	$	(786,616	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization		15,030			28,155
Share based compensation		358,116			241,102
Advances from related party for services		210,000			210,000
Common stock payable for compensation		102,857			58,571
Amortization of note payable discount		550,000			–
Changes in operating assets and liabilities:
Accounts receivable		(13,232	)		14,716
Vendor deposits		(10,000	)		20,000
Inventory		(63,240	)		4,634
Payable for discontinued operations		–			2,000
Accounts payable and other current liabilities		92,014			32,109
Accounts payable to related parties		186,599			–
NET CASH (USED IN) OPERATING ACTIVITIES		(329,212	)		(175,329	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from advances by related parties		213,500			144,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		213,500			144,000
NET CHANGE IN CASH AND CASH EQUIVALENTS		(115,712	)		(31,329	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		123,319			32,343
CASH AND CASH EQUIVALENTS END OF PERIOD	$	7,607		$	1,014
Non-cash financing and investing activities:
Shares issued for common stock payable	$	100,000		$	–
Shares issued for investments	$	2,091,666		$	–
Shares to be cancelled on discontinued operations (Note 9)	$	–		$	336,875

Nature of Business

MJ Harvest, Inc. (the “Company”), develops, acquires, and distributes agricultural and horticultural tools and implements for sale primarily to growers and operators in the hemp and cannabis retail industry. The Company owns 100% of G4 Products LLC, (“G4”) which owns intellectual property for a patented ~~accompanying~~manual ~~notes~~Debudder ~~are~~product anline ~~integral~~marketed ~~part~~under the Original 420 Brand as the Debudder Bucket Lid and Edge (“Debudder”). The Company also owns 100% of ~~these~~AgroExports ~~condensed~~LLC ~~consolidated~~(“Agro”) ~~financial~~which ~~statements~~serves as the domestic and international distribution arm for sales of agricultural and horticultural tools and implements. The Company operates a sales portal website, www.procannagro.com, for online sales of its products.

~~FS-5~~In 2019, the Company formed AgroExports.CA ULC (“Agro Canada”), a wholly owned Canadian subsidiary in order to facilitate online payments from sales in Canada. Sales in Canada are currently serviced through a fulfillment center in Toronto.

MJIn the year ended May 31, 2021, the Company expanded ~~HARVEST~~its focus to include a minority investment interest in PPK Investment Group, ~~INC~~Inc. (“PPK”), a vertically integrated cannabis company in Oklahoma that operates as a grower, harvester, processor, manufacturer and distributor of the Country Cannabis Brand of cannabis products. The investment in PPK represents a shift in focus from an agricultural implements-based business to a broader cannabis industry focus. The Company has continued to expand its cannabis focus in the current year with new investments in WDSY LLC and BLIP Holdings LLC, owners of the Weedsy and BLVK brands, respectively.

~~NOTES TO~~In ~~THE~~the ~~CONDENSED~~year ~~CONSOLIDATED~~ending ~~FINANCIAL~~May ~~STATEMENTS~~31, 2022, the Company began operations in Colorado under a wholly-owned Colorado corporation, Country Cannabis, Inc. (~~unaudited~~“CCCO”). CCCO is in the process of acquiring cannabis licenses for the manufacture and distribution of products containing THC and/or THC derivatives. Pending transfer of the licenses, the Company is operating the Colorado facility pursuant to a license agreement with the current owner of the facility.

~~NOTE~~On July 18, 2022, the Company acquired manufacturing 1equipment –and ~~NATURE~~two OFcannabis ~~BUSINESS~~licenses ~~AND~~for ~~SIGNIFICANT~~a ~~ACCOUNTING~~cannabis ~~POLICIES~~manufacturing and distribution business in Cathedral City, California, CCCA. CCCA is in the process of acquiring cannabis licenses for the manufacture and distribution of products containing THC and/or THC derivatives. Pending transfer of the licenses, the Company is operating the California facility pursuant to a license agreement with the current owner of the facility

~~Nature~~ Basis of ~~Business~~Presentation and Consolidation

~~MJ Harvest,~~The ~~Inc. (the “~~Company~~”),~~’s ~~develops,~~fiscal ~~acquires,~~year ~~and~~end ~~distributes~~is ~~agricultural~~May ~~and~~31. ~~horticultural~~Our unaudited ~~tools~~financial ~~and~~statements ~~implements for~~have ~~sale~~been ~~primarily~~prepared toby ~~growers~~the ~~and~~Company ~~operators~~ in ~~the~~accordance ~~hemp~~with ~~and~~generally ~~cannabis~~accepted ~~retail~~accounting ~~industry.~~principles ~~The~~in ~~Company~~the ~~owns~~United States ~~100%~~ of G4America ~~Products LLC,~~ (“G4GAAP”) ~~which~~for ~~owns~~interim ~~intellectual~~financial ~~property~~information. ~~for~~Accordingly, athey ~~patented~~do ~~manual~~not ~~debudder~~include ~~product~~all ~~line~~of ~~marketed under~~ the ~~Original~~information ~~420~~and ~~Brand~~footnotes asrequired ~~the~~by ~~Debudder~~GAAP ~~Bucket~~for ~~Lid~~complete ~~and~~financial ~~Edge~~statements. ~~The~~In the opinion of the Company’s ~~also~~management, ~~owns~~all ~~100%~~adjustments (consisting of ~~AgroExports~~only ~~LLC~~normal ~~(“Agro”~~recurring accruals) ~~which~~considered ~~serves~~necessary as for a fair statement of the ~~domestic~~interim ~~and~~financial ~~international~~statements ~~distribution~~have ~~arm~~been included. Operating results for ~~sales~~the ofthree-month ~~agricultural~~period ~~and~~ended ~~horticultural~~August ~~tools~~31, ~~and~~2022 ~~implements.~~are ~~The~~not ~~Company operates~~necessarily aindicative ~~sales~~of ~~portal~~the ~~website,~~results ~~www.procannagro.com,~~that may be expected for ~~online~~the ~~sales~~fiscal year ofending ~~its~~May ~~products~~31, 2023.

~~In 2019,~~For ~~the~~further ~~Company~~information ~~formed~~refer ~~AgroExports.CA~~to ~~ULC~~the ~~(“Agro~~financial ~~Canada”),~~statements and afootnotes ~~wholly~~thereto ~~owned~~in ~~Canadian~~the ~~subsidiary~~Company’s inaudited ~~order~~financial tostatements ~~facilitate online~~for ~~payments~~the ~~from~~year ~~sales~~ended inMay ~~Canada.~~31, ~~Sales~~2022 in ~~Canada~~the ~~are~~Form ~~currently~~10-K ~~serviced~~as ~~through~~filed awith the ~~fulfillment~~Securities ~~center~~and inExchange ~~Toronto~~Commission.

~~In the~~The ~~year~~consolidated ~~ending~~financial ~~May~~statements ~~31,~~of ~~2021,~~ the Company include ~~expanded~~the ~~its~~accounts ~~focus~~of tothe ~~include~~Company aand ~~minority~~its ~~investment~~wholly ~~interest~~owned insubsidiaries ~~PPK Investment Group~~Agro, ~~Inc.~~ ~~(“PPK”)~~G4, aAgro ~~vertically integrated cannabis company in Oklahoma that operates as a grower~~Canada, ~~harvester, processor, manufacturer~~ and ~~distributor of the Country Cannabis Brand of cannabis products~~CCCO/CCCA. ~~The~~All ~~investment~~subsidiaries inwere ~~PPK represents a shift in focus~~wholly ~~from~~owned ~~an agricultural implements-based business to a broader cannabis industry focus. The Company has continued to expand its cannabis focus~~ in the ~~current~~periods ~~year~~presented. ~~with~~All ~~new~~intercompany ~~investments~~transactions inhave ~~WDSY~~been ~~LLC and BLIP Holdings LLC, owners of the Weedsy and BLVK brands, respectively~~eliminated.

~~In the quarter ending February 28, 2022, the Company began operations in Colorado under a wholly~~F-owned Colorado corporation, Country Cannabis, Inc. (“CCCO”). CCCO is in the process of acquiring cannabis licenses for the manufacture and distribution of products containing THC and/or THC derivatives. Pending transfer of the licenses, the Company is operating the Colorado facility pursuant to a license agreement with the current owner of the facility.6

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

The Company’s ~~fiscal~~has ~~year-end~~an isaccumulated ~~May~~deficit ~~31.~~as ~~The~~of ~~unaudited financial statements have been prepared by the Company in accordance~~August ~~with~~31, ~~accounting~~2022 ~~principles~~of ~~generally~~$12,973,694 ~~accepted~~and innegative ~~the~~working ~~United~~capital ~~States~~ of ~~America (“GAAP”) for interim financial information. Accordingly~~$2,486,055. ~~they~~The doability ~~not include all~~ of the ~~information~~Company ~~and~~to ~~footnotes~~continue ~~required~~as bya ~~GAAP~~going ~~for~~concern is ~~complete~~dependent ~~financial~~upon ~~statements. In~~ the ~~opinion~~ ~~of the~~ Company’s ~~management,~~ability ~~all~~to ~~adjustments~~generate ~~(consisting~~profitable ofoperations ~~only~~in ~~normal~~the ~~recurring~~future ~~accruals)~~and/or ~~considered~~to ~~necessary for~~obtain ~~a fair statement of~~ the ~~interim~~necessary ~~financial~~financing to ~~statements~~meet ~~have~~its ~~been~~obligations ~~included.~~and ~~Operating~~repay ~~results~~its ~~for~~liabilities ~~the~~arising ~~three~~from ~~and~~normal ~~nine-month~~business ~~periods ended~~operations ~~February~~when ~~28,~~they ~~2022~~come ~~are~~due. ~~not~~These ~~necessarily~~factors ~~indicative~~raise ofsubstantial doubt about the ~~results~~Company’s ~~that~~ability ~~may~~to becontinue ~~expected~~as ~~for~~a ~~the~~going ~~fiscal year ending May 31, 2022~~concern.

~~For further~~Management ~~information~~intends ~~refer~~ to finance operating costs over the ~~financial~~next ~~statements~~twelve months with cash flows from operations, private placement or public offering of common stock or debt instruments, and when ~~footnotes~~necessary, ~~thereto~~advances infrom ~~the~~directors ~~Company’s~~and ~~audited~~officers. ~~financial~~There ~~statements~~can be no assurance that we will be successful to procure necessary financing. ~~for~~The ~~the~~accompanying ~~year~~financial ~~ended~~statements ~~May~~do ~~31,~~not ~~2021~~include inany ~~the~~adjustments ~~Form~~that ~~10-K~~might asbe ~~filed~~required ~~with~~should the ~~Securities~~Company ~~and~~be ~~Exchange~~unable ~~Commission~~to continue as a going concern.

~~The consolidated~~Use ~~financial statements~~ of the Company include the accounts of the Company and its wholly owned subsidiaries Agro, G4, Agro Canada, and CCCO. All subsidiaries were wholly owned in the periods presented. All intercompany transactions have been eliminated.Estimates

FSThe preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Share based compensation, impairment of long-6lived assets, fair value of acquired assets, of intangible assets, and income taxes are subject to estimates. Actual results could differ from those estimates.

~~MJ HARVEST, INC.~~Reclassifications

~~NOTES TO~~Certain ~~THE~~prior ~~CONDENSED~~period ~~CONSOLIDATED~~amounts ~~FINANCIAL~~have ~~STATEMENTS~~been reclassified to conform with the ~~(unaudited)~~current period presentation.

~~Going Concern~~New Accounting Standards

~~The~~In August 2020, the Financial Accounting Standards ~~Company~~Board ~~has~~(“FASB”) anissued ~~accumulated~~Accounting ~~deficit~~Standards asUpdate of(“ASU”) ~~February~~No. ~~28,~~2020-06 ~~2022~~Debt ofwith ~~$10,855,613~~Conversion and ~~negative~~Other ~~working~~Options ~~capital~~(Subtopic 470-20) ofand ~~$1,237,969. Included~~Derivatives and Hedging—Contracts in ~~current~~Entity’s ~~liabilities~~Own ~~are~~Equity ~~notes~~(Subtopic ~~payable~~815-40): ~~aggregating~~Accounting ~~$900,000 which~~for ~~were~~Convertible ~~paid~~Instruments and Contracts in ~~March~~an ~~2022~~Entity’s Own Equity. ~~See~~The ~~Subsequent~~update ~~events~~is ~~note~~to ~~11.~~address ~~These~~issues ~~factors~~identified ~~raise~~as ~~substantial~~a ~~doubt~~result ~~about~~of the ~~Company’s~~complexity ~~ability~~associated with toapplying ~~continue~~generally asaccepted aaccounting ~~going~~principles ~~concern.~~for ~~The~~certain ~~ability~~financial instruments with characteristics of ~~the~~liabilities ~~Company~~and toequity. ~~continue~~The update asis aeffective ~~going~~for ~~concern~~fiscal isyears ~~dependent~~beginning ~~upon~~after ~~the~~December ~~Company’s~~15, ~~ability to~~2023, ~~generate~~including ~~profitable~~interim ~~operations~~periods inwithin ~~the~~those ~~future~~fiscal years and~~/or~~ towith ~~obtain~~early adoption ~~the~~permitted. ~~necessary~~The ~~financing~~Company toimplemented ~~meet~~the ~~its~~update ~~obligations~~early ~~and~~on ~~repay~~June ~~its~~1, ~~liabilities arising~~2022 ~~from~~with ~~normal~~no ~~business~~impact ~~operations~~to ~~when~~its ~~they~~consolidated ~~come~~financial ~~due~~statements.

~~Additional~~In October 2021, the FASB issued ASU 2021-08, Business ~~acquisitions~~Combinations (Topic 805): Accounting for Contract Assets and ~~business~~Contract Liabilities ~~opportunities~~from ~~are~~Contracts ~~under~~with ~~consideration~~Customers, ~~but~~which ~~the~~requires entities ~~Company~~to ~~has~~recognize ~~not~~and ~~reached~~measure ~~agreement~~contract ~~with~~assets ~~any~~and ~~other~~contract ~~acquisition candidates~~liabilities oracquired in a business ~~opportunities~~combination in accordance with ASC 2014-09, Revenue from Contracts with Customers (Topic 606). ~~Management~~The ~~intends~~update towill ~~finance~~generally ~~operating~~result ~~costs~~in ~~over~~an ~~the~~entity ~~next~~recognizing contract ~~twelve~~assets ~~months~~and contract liabilities at amounts consistent with ~~cash~~those ~~flows~~recorded by the acquiree immediately before the acquisition ~~from~~date ~~operations,~~rather ~~private~~than ~~placement~~at orfair ~~public~~value. ~~offering~~The ofupdate ~~common~~is ~~stock~~effective oron ~~debt~~a ~~instruments,~~prospective ~~and~~basis ~~when~~for ~~necessary,~~fiscal ~~advances~~years ~~from~~beginning ~~directors~~after December 15, 2022, with ~~and~~early ~~officers~~adoption permitted. The ~~accompanying~~Company ~~financial~~will ~~statements~~adopt dothe ~~not~~update ~~include~~as ~~any~~of June ~~adjustments~~1, ~~that~~2023 ~~might~~and bedoes ~~required~~not ~~should~~expect ~~the~~a ~~Company~~significant ~~be unable~~impact to ~~continue~~our asconsolidated financial astatements ~~going~~or ~~concern~~disclosures.

~~Use~~Other accounting standards that have been issued or ofproposed ~~Estimates~~by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

~~The preparation~~Revenue of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Share based compensation, impairment of long-lived assets, amortization of intangible assets, and income taxes are subject to estimates. Actual results could differ from those estimates.Recognition

~~Reclassifications~~The Company generates revenue based on sales of products and revenue is recognized when the Company satisfies its performance obligation by shipping products to our customers. Our products consist of agricultural tools and implements, soils, and soil additives used primarily in growing and harvesting hemp and marijuana. Shipments terms are FOB origination, and revenue is recognized when the product is delivered to the shipper by our fulfillment centers or, in the case of drop shipments of distributed products, when the products are shipped from the manufacturer. At the time the products are delivered to the shipper, no other performance obligations remain. Revenue is recognized in an amount that reflects the consideration that is received in exchange for the products shipped.

~~Certain prior period amounts have been reclassified to conform with the current period presentation.~~F-7

~~New~~The Company accounts for shipping and handling activities ~~Accounting~~as ~~Standards~~a fulfillment cost and include fees received for shipping and handling as part of the transaction price. Provision for sales incentives, discounts, and returns and allowances, if applicable, are accounted for as reductions of revenue in the period the related sales are recorded. Sales incentives, discounts and returns and allowances were not material in the periods presented in the accompanying consolidated financial statements. The Company had no warranty costs associated with the sales of its products in the periods presented in the accompanying consolidated statements of operations and no provision for warranty expenses has been included.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06 Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update is to address issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. The update is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years and with early adoption permitted. Management is evaluating the impact of this update on the Company’s consolidated financial statements.Inventory

~~Other accounting~~Inventory ~~standards~~consists ~~that~~of ~~have~~purchased ~~been~~products ~~issued~~and is stated at the lower of cost or ~~proposed~~market, bywith ~~FASB~~cost ~~that~~being dodetermined ~~not~~using ~~require~~the ~~adoption~~average ~~until~~cost amethod. ~~future~~Allowances ~~date~~for ~~are~~obsolete ~~not~~inventory ~~expected~~are recognized towhen ~~have~~the ainventory ~~material~~is ~~impact~~determined onto ~~the~~be ~~consolidated~~unsalable ~~financial~~through ~~statements~~the ~~upon~~normal ~~adoption~~course of business.

~~Revenue Recognition~~Investments

~~The Company~~Equity ~~generates~~securities ~~revenue~~are ~~based~~generally onmeasured ~~sales~~at offair ~~products~~value. Unrealized gains and ~~revenue~~losses isfor ~~recognized~~equity ~~when~~securities ~~the~~are ~~Company~~included ~~satisfies~~in ~~its~~earnings. ~~performance~~If ~~obligation by~~an ~~shipping~~equity ~~products~~security todoes ~~our~~not ~~customers.~~have ~~Our~~a ~~products~~readily ~~consist~~determinable fair ~~of agricultural tools and implements~~value, ~~soils,~~the ~~and~~Company ~~soil~~may ~~additives~~elect ~~used primarily~~to inmeasure ~~growing~~the ~~and~~security ~~harvesting~~at ~~hemp~~its ~~and~~cost ~~marijuana.~~minus ~~Shipments~~impairment, ~~terms~~if ~~are FOB origination~~any, ~~and~~plus ~~revenue~~or isminus ~~recognized~~changes ~~when~~resulting ~~the~~from observable ~~product~~price ischanges ~~delivered~~in toorderly ~~the~~transactions ~~shipper~~for byan ~~our~~identical ~~fulfillment~~or ~~centers~~similar ~~or,~~investment in the ~~case~~same ofissuer. ~~drop~~At ~~shipments~~the end of ~~distributed~~each ~~products,~~reporting ~~when~~period, the ~~products~~Company ~~are~~reassesses ~~shipped~~whether ~~from~~an ~~the~~equity ~~manufacturer.~~security Atwithout ~~the~~a ~~time~~readily ~~the~~determinable ~~products~~fair ~~are~~value ~~delivered~~qualifies to ~~the~~be ~~shipper,~~measured noat ~~other~~cost ~~performance~~minus ~~obligations~~impairment, ~~remain.~~considers ~~Revenue~~whether impairment indicators exist to evaluate whether the investment is ~~recognized~~impaired inand, if so, records an ~~amount~~impairment ~~that~~loss. ~~reflects~~Upon sale ~~the~~of ~~consideration~~an ~~that~~equity issecurity, ~~received~~the inrealized ~~exchange~~gain ~~for~~or ~~the~~loss ~~products~~is ~~shipped~~recognized in earnings.

~~FS-7~~Accounting for Acquisitions

MJBusiness acquisitions are recorded using the acquisition ~~HARVEST~~method of accounting and, ~~INC~~accordingly, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair value as of the date of acquisition. After the purchase price has been allocated, goodwill is recorded to the extent the total consideration paid for the acquisition, including the acquisition date fair value of contingent consideration, if any, exceeds the sum of the fair values of the separately identifiable acquired assets and assumed liabilities. Acquisition costs for business combinations are expensed when incurred.

~~NOTES~~ Acquisitions not meeting the accounting criteria TOto ~~THE~~be ~~CONDENSED~~accounted ~~CONSOLIDATED~~for ~~FINANCIAL~~as ~~STATEMENTS~~a business combination are accounted for as an asset acquisition. An asset acquisition is recorded at its purchase ~~(unaudited)~~price, inclusive of acquisition costs, which is allocated among the acquired assets and assumed liabilities based upon their relative fair values at the date of acquisition.

The ~~Company~~ ~~accounts~~operating ~~for~~results ~~shipping and handling activities as a fulfillment cost and include fees received for shipping and handling as part~~ of ~~the~~an ~~transaction~~acquisition ~~price. Provision for sales incentives, discounts, and returns and allowances, if applicable,~~ are ~~accounted~~included ~~for as reductions of revenue~~ in the ~~period the related sales are recorded. Sales incentives, discounts and returns and allowances were not material in the periods presented in the accompanying~~ consolidated ~~financial~~ statements. ~~The Company had no warranty costs associated with the sales~~ of ~~its~~operations ~~products~~from in the ~~periods~~date ~~presented in the accompanying consolidated statements~~ of ~~operations and no provision for warranty expenses has been included~~acquisition.

~~Inventory~~The allocation of the purchase consideration for acquisitions can require extensive use of accounting estimates and judgments to allocate the purchase consideration to the assets acquired and liabilities assumed based on their respective fair values. Judgment is required in determining which valuation technique should be applied. Critical estimates in valuing certain identifiable assets include but are not limited to market comparables, expected long-term revenues; future expected operating expenses; cost of capital; assumed attrition rates; and discount rates.

~~Inventory consists~~Intangible of purchased products and is stated at the lower of cost or market, with cost being determined using the average cost method. Allowances for obsolete inventory are recognized when the inventory is determined to be unsalable through the normal course of business.Assets

~~Investments~~Intangible asset amounts are initially recognized at the acquisition date at the fair values of the intangible assets acquired.

Equity securities are generally measured at fair value. Unrealized gains and losses for equity securities are included in earnings. If an equity security does not have a readily determinable fair value, the Company may elect to measure the security at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issuer. At the end of each reporting period, the Company reassesses whether an equity security without a readily determinable fair value qualifies to be measured at cost minus impairment, considers whether impairment indicators exist to evaluate whether the investment is impaired and, if so, records an impairment loss. Upon sale of an equity security, the realized gain or loss is recognized in earnings.F-8

~~Intangible~~Finite-lived intangible assets are amortized over ~~Assets~~their useful lives. The carrying amounts of finite-lived intangible assets are evaluated for recoverability whenever events or changes in circumstances indicate that the Company may be unable to recover the asset’s carrying amount.

~~Intangible asset~~When ~~amounts~~there ~~are~~is ~~initially~~no ~~recognized~~foreseeable atlimit on the ~~acquisition~~period ~~date~~of time atover which an intangible asset is expected to contribute to the ~~fair~~cash ~~values~~flows of the Company, an intangible asset is determined to have an indefinite life. Indefinite-lived intangible assets ~~acquired~~are not amortized but tested for impairment annually or more frequently when indicators of impairment exist.

~~Finite-lived~~Determination of acquisition date fair values and intangible ~~assets~~asset ~~are~~impairment ~~amortized~~tests ~~over~~require ~~their~~judgment. ~~useful~~Significant ~~lives.~~judgments ~~The~~required ~~carrying~~to ~~amounts~~estimate ofthe ~~finite-lived~~fair value of intangible assets ~~are evaluated~~include determining the appropriate valuation method, identifying market prices for ~~recoverability~~similar ~~whenever~~type ~~events~~items, estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in estimates and assumptions or ~~changes~~the occurrence of one or more confirming events in ~~circumstances~~future ~~indicate~~periods ~~that~~could cause the ~~Company~~actual ~~may~~results beor ~~unable~~outcomes to ~~recover~~materially ~~the~~differ ~~asset’s carrying~~from ~~amount~~such estimates.

~~When there~~Net isEarnings no(Loss) ~~foreseeable~~Per limit on the period of time over which an intangible asset is expected to contribute to the cash flows of the Company, an intangible asset is determined to have an indefinite life. Indefinite-lived intangible assets are not amortized but tested for impairment annually or more frequently when indicators of impairment exist.Share

~~Determination~~Basic earnings (loss) per share is calculated by dividing ofnet ~~acquisition~~income ~~date~~(loss) ~~fair~~by ~~values~~the ~~and~~weighted ~~intangible~~average ~~asset~~number ~~impairment~~of ~~tests~~common ~~require~~shares ~~judgment~~outstanding for the period. ~~Significant~~Diluted ~~judgments~~earnings ~~required~~(loss) toper ~~estimate~~share is calculated by dividing net income (loss) by the ~~fair~~weighted ~~value~~average number of ~~intangible~~common ~~assets~~shares ~~include~~and ~~determining~~dilutive ~~the~~common ~~appropriate~~stock ~~valuation~~equivalents ~~method,~~outstanding. ~~identifying~~During periods ~~market~~in ~~prices~~which ~~for~~the ~~similar type~~Company ~~items~~incurs losses, ~~estimating~~common ~~future~~stock ~~cash flows~~equivalents, ~~determining~~if ~~appropriate~~any, ~~discount~~are ~~rates~~not ~~and~~considered, ~~other~~as ~~assumptions.~~their ~~Changes~~effect inwould ~~estimates~~be ~~and~~anti-dilutive. ~~assumptions~~For or the ~~occurrence~~three ofmonths ~~one~~ended orAugust ~~more~~31, ~~confirming~~2022 ~~events~~and in2021, ~~future~~potentially ~~periods~~dilutive ~~could~~common ~~cause~~stock ~~the~~equivalents ~~actual~~not ~~results~~included orin ~~outcomes~~the tocalculation of ~~materially~~diluted ~~differ~~earnings ~~from~~per ~~such~~share ~~estimates.~~because they were anti-dilutive are as follows:

~~FS-8~~ Schedule of Earnings Per Share

MJ HARVEST, INC.


	2022		2021
Stock purchase warrants		3,000,000		3,000,000
Convertible notes		14,258,492		—
		17,258,492		3,000,000

~~NOTES TO~~Share-Based ~~THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~Payments

~~Net~~All transactions in which goods or services are received ~~Earnings~~for ~~(Loss)~~the ~~Per~~issuance ~~Share~~of shares of the Company’s common stock are accounted for based on the fair value of the common stock issued and recognized when the board of directors authorizes the issuance.

Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which the Company incurs losses, common stock equivalents, if any, are not considered, as their effect would be antiF-dilutive. During the three and nine month periods ended February 28, 2022, the Company had 3,000,000 warrants outstanding which were anti-dilutive due to the net loss recognized in the period. In the three and nine-month periods ended February 28, 2021, the Company had no common stock equivalents outstanding.9

~~Share-Based Payments~~NOTE 2 – EQUIPMENT

~~All transactions~~Equipment inconsisted ~~which goods or services are received for the issuance~~ of ~~shares of~~ the ~~Company’s~~following ~~common~~at ~~stock~~August ~~are~~31, ~~accounted for~~2022 ~~based on the fair value of the common stock issued~~ and ~~recognized~~May ~~when~~31, ~~the board of directors authorizes the issuance.~~2022:

~~NOTE~~Schedule 2of ~~– FIXED ASSETS~~equipment

Fixed assets consisted of the following at February 28, 2022 and May 31, 2021:


	August 31,			May 31,
	2022			2022
Equipment - production molds	$	49,823		$	25,109
Manufacturing equipment		301,723			30,837
Less: Accumulated amortization		(23,348	)		(19,310	)
Net Equipment	$	328,198		$	36,636

Schedule of fixed assets
	February 28,			May 31,
Equipment	2022			2021
Equipment - production molds	$	25,109		$	25,109
Less: Accumulated amortization		(18,050	)		(14,270	)
Net Equipment	$	7,059		$	10,839

Depreciation expense for the three months ended August 31, 2022 and August 31, 2021 were $4,038 and $1,260, respectively.

~~Depreciation expense~~During ~~for~~ the three ~~and nine-~~month ~~periods~~period ended ~~February~~August 2831, 2022, the ~~were~~Company $acquired ~~1,260~~manufacturing ~~and~~equipment with a value of $3270,~~780,~~886 ~~respectively~~for its California operations. ~~Depreciation~~The ~~expense for~~acquisition ~~the~~was ~~three~~acquired ~~and~~with a ~~nine-month~~note ~~periods~~payable ~~ended~~with ~~February~~Satellite 28Dip, ~~2021~~LLC. ~~were~~(“Satellite”). ~~$1,260~~See ~~and~~Note $34. At August 31,~~780~~ 2022, ~~respectively.~~the equipment has not yet been placed in service and no depreciation has been recognized for the equipment

FSNOTE 3 -9 INTANGIBLE ASSETS

MJThe Company’s intangible assets consist of both ~~HARVEST,~~finite ~~INC~~and indefinite lived assets. At August 31, 2022 and May 31, 2022, intangibles assets are:

NOTE 3 - INTANGIBLE ASSETS


	August 31,			May 31,
Intangibles	2022			2022
Finite lived intangibles
Patents	$	250,000		$	250,000
Less: impairment of patents		(100,000	)		(100,000	)
		150,000			150,000
Less: accumulated amortization		(42,916	)		(39,166	)
Patents, net		107,084			110,834
Total finite lived intangibles		107,084			110,834

Indefinite lived intangibles
Domain names		6,000			6,000
Total intangibles	$	113,084		$	116,834

~~The~~Amortization expense for the three months ~~Company’s~~ended ~~intangible~~August ~~assets~~31, ~~consist~~2022 ofand ~~both~~August ~~finite~~31, 2021 were $3,750 and ~~indefinite~~$3,750, ~~lived~~respectively. ~~assets~~The patents are amortized over their useful lives of ten years. AtAmortization ~~February~~of ~~28,~~intangibles ~~2022~~is ~~and~~expected ~~May~~to ~~31,~~be ~~2021~~$15,000 ~~intangibles assets~~for ~~are:~~each of the next five years.

Schedule of intangible assets
	February 28,			May 31,
Intangibles	2022			2021
Finite lived intangibles
Patents	$	250,000		$	250,000
Less: impairment of patents		(100,000	)		(100,000	)
		150,000			150,000
Less: accumulated amortization		(35,416	)		(24,166	)
Patents, net		114,584			125,834
Non-compete agreement		–			157,000
Less: impairment of non-compete		–			(107,000	)
		–			50,000
Less: accumulated amortization		–			(6,900	)
Less: adjustment for discontinued operations		–			(43,100	)
Non-compete agreement, net		–			–
Customer relationships		–			826,000
Less: impairment of relationships		–			(551,000	)
		–			275,000
Less: accumulated amortization		–			(6,225	)
Less: adjustment for discontinued operations		–			(268,775	)
Customer relationships, net		–			–
Total finite lived intangibles		114,584			125,834
Indefinite lived intangibles
Domain names		6,000			31,000
Less: adjustment for discontinued operations		–			(25,000	)
Total domain names		6,000			6,000
Total intangibles	$	120,584		$	131,834

On May 28, 2021, the Company acquired the domain name, MJHI.com for $6,000. The new domain name matches the Company’s stock symbol and is likely to be easier for customers and other stakeholders to remember. The domain name is an indefinite lived intangible asset and will not be amortized.

~~Amortization expense~~See ~~for~~Note ~~the~~10 ~~three~~regarding ~~and~~acquisition ~~nine-month~~of ~~periods~~cannabis ~~ended~~licenses ~~February~~during ~~28, 2022 were $3,750 and $11,250, respectively and for~~ the three ~~and~~ ~~nine-month~~months ~~periods~~ending ~~ended~~August ~~February 28~~31, ~~2021, were $3,750 and $24,375, respectively~~2022. ~~The patents are amortized over their useful lives of ten years. Amortization of intangibles is expected to be $15,000 for each of the next five years.~~

~~FS-10~~NOTE 4 – INVESTMENTS

~~MJ HARVEST~~At August 31, ~~INC.~~2022 and May 31, 2022, investments are:

~~NOTES~~ Schedule TOof ~~THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)~~investments

NOTE 4 – INVESTMENTS


	August 31		May 31,
Investments	2022		2022
PPK Investment Group, Inc.	$	2,791,666	$	2,791,666
Satellite Dip, LLC		10,000		—
WDSY, LLC		200,000		200,000
BLIP Holdings, LLC		100,000		100,000
Total investments	$	3,101,666	$	3,091,666

~~At February 28, 2022 and May 31, 2021, investments are:~~PPK

Schedule of investments
	February 28		May 31,
Investments	2022		2021
PPK Investment Group, Inc.	$	2,791,666	$	1,000,000
WDSY, LLC		200,000		—
BLIP Holdings, LLC		100,000		—
Total investments	$	3,091,666	$	1,000,000

On March 24, 2021, the Company, as lender, closed a loan to PPK Investment Group, Inc. (“PPK”) in the form of a convertible note (“Note”) in the amount of $620,000. The convertible note bore interest at 6% per annum and was due on September 1, 2021. In accordance with its terms, the Company converted the Note on May 19, 2021 into a 6.2% interest in PPK. Upon conversion, accrued interest of $5,707 was forgiven.

Upon conversion, a Securities Purchase Agreement dated March 24, 2021 (the “PPK Agreement”) became effective and the Company acquired an additional 3.8% interest in PPK (10% in total) for payment of $380,000 by issuance of 1,520,000 shares of the Company’s restricted common stock. The total fair value of shares issued was $972,800 based on the closing price of the Company’s shares of $0.64. The Company determined that the fair value of the 3.8% interest on the conversion date was $380,000 which was the negotiated price between the two parties. Thus, the Company recorded an impairment expense of $592,800 on the conversion date.

On ~~March~~ 24August 26, 2021, the Company, asacquired ~~lender,~~an ~~closed~~additional 15% ainterest ~~loan~~in to PPK ~~Investment~~(25% ~~Group,~~ownership ~~Inc.~~in ~~(“PPK”~~total) inpursuant ~~the~~to ~~form~~a ofSecurities aPurchase ~~convertible note~~Agreement ~~(“Note”)~~with inan ~~the~~effective ~~amount~~date of ~~$620~~May 19,~~000.~~ ~~The~~2021 ~~convertible~~through issuance ~~note~~of ~~bore~~5,972,222 ~~interest~~shares atof 6%restricted ~~per~~common ~~annum~~stock ~~and~~valued ~~was~~at ~~due~~$1,791,666 based on ~~September~~the closing price of the Company’s common 1stock, ~~2021~~which was $0.30 Inper ~~accordance~~share ~~with~~as ~~its~~of ~~terms~~August 16, 2021, the ~~Company~~date ~~converted~~fixed ~~the~~by ~~Note~~agreement onfor ~~May~~pricing ~~19,~~the ~~2021~~issuance ~~into~~of athe 6shares.2% ~~interest~~The inadditional 15% ~~PPK.~~acquisition ~~Upon~~under ~~conversion,~~ the ~~interest~~Securities ~~accrued~~Purchase Agreement called for payment of $5930,~~707~~000 ~~through~~in cash and $570,000 in stock, but by supplemental agreement, PPK agreed to accept payment for 15% in the ~~date~~form of ~~conversion~~all ~~was~~common ~~forgiven~~stock of the Company.

~~Upon conversion,~~The PPK Agreement includes a ~~Securities~~put ~~Purchase~~option ~~Agreement~~allowing ~~dated~~PPK to ~~March~~put ~~24,~~shares ~~2021~~of (the ~~“PPK~~Company’s ~~Agreement”)~~common ~~became~~stock ~~effective~~received ~~and~~as part of the Company ~~acquired~~’s aninvestment ~~additional~~in ~~3.8%~~PPK, ~~interest~~back into ~~PPK~~the ~~(10%~~Company inat ~~total)~~$0.25 per ~~for~~share. ~~payment~~The ofput ~~$380,000~~option byprotects ~~issuance~~PPK ofagainst ~~1,520,000~~a ~~shares~~drop ofin ~~restricted common~~the ~~stock~~market price of the Company’s common stock below a $0.25 per share. The ~~fair~~put ~~value~~option ofmay ~~shares~~be ~~was~~exercised ~~$972,800~~after ~~based~~six onmonths from the ~~closing~~date ~~price~~of each investment. No more than 5% of the ~~Company’s~~total shares ~~of $0.64.~~held ~~The~~by ~~Company~~PPK ~~determined~~can be ~~that~~put back to the ~~fair~~Company ~~value~~in ofany ~~the~~calendar 3quarter.8% ~~interest~~The onput ~~the~~option ~~conversion~~had ~~date~~value ~~was~~of $~~380,000~~nil ~~which~~and ~~was~~$nil ~~the~~at ~~negotiated price~~August ~~between~~31, ~~the~~2022 ~~two~~and ~~parties.~~May ~~Thus~~31, ~~the~~2022. ~~Company~~The put ~~recorded~~option ancontinues ~~impairment~~so ~~expense~~long a PPK holds shares of ~~$592,800~~MJHI onthat ~~the~~it ~~conversion~~received ~~date~~as part of MJHI’s investment in PPK.

The PPK Agreement ~~includes~~gives athe ~~put~~Company ~~option~~the ~~allowing~~right ~~PPK~~ to ~~put~~increase its ~~shares~~investment ofup ~~the~~to ~~Company’s~~a ~~common~~100% ~~stock~~ownership ~~received~~interest ~~as part of the Company’s investment~~ in PPK, ~~back~~provided tosuch ~~the~~increased ~~Company~~ownership atis ~~$0.25 per share. The put option protects PPK against a drop~~ in ~~the~~compliance ~~market~~with ~~price~~Oklahoma ofState ~~the~~cannabis ~~Company’s~~licensing ~~common stock below $0~~requirements.25 ~~per~~Terms ~~share. The put option may be exercised after six months from the date~~ of ~~the~~purchase ~~investment on~~for ~~May~~increased ~~19,~~ownership ~~2021. Not more than 5%~~ of ~~the total shares held by~~ PPK ~~can~~will be ~~put~~similar ~~back~~ to ~~the~~those ~~Company~~as inthe ~~any~~initial ~~calendar~~acquisition ~~quarter.~~with ~~The~~a combination ~~put~~of ~~option~~cash ~~had no value at February 28, 2022~~ and ~~May~~shares ~~31,~~of ~~2021 as~~ the Company’s common stock ~~was trading above $0~~.~~25 on both dates. The put option continues so long as PPK holds shares of MJHI that it received as part of MJHI’s investment in PPK.~~

The ~~PPK~~ ~~Agreement gives the~~ Company, ~~the~~pursuant ~~right~~ to ~~increase~~the ~~its investment up to a 100% ownership interest in~~ PPK Agreement, ~~provided such increased ownership~~ is inalso ~~compliance~~obligated ~~with~~to ~~Oklahoma~~pay ~~State cannabis licensing requirements. Terms of purchase for increased ownership of PPK~~an ~~will~~earnout ~~be similar~~ to ~~those~~PPK as ~~the initial acquisition with a combination of cash and shares of the Company’s common stock.~~follows:

On● ~~August~~The ~~26,~~Company ~~2021,~~is ~~the~~required ~~Company~~to ~~acquired~~pay an additional ~~15%~~ ~~interest~~consideration into PPK ~~(25%~~for ~~ownership~~an earnout in ~~total)~~the ~~pursuant~~event tothe aPPK ~~Securities~~business ~~Purchase~~valuation ~~Agreement~~at ~~with~~the anend ~~effective~~of ~~date~~a ofpre-determined ~~May~~look ~~19,~~back ~~2021~~period ~~through issuance~~is ofgreater 5than $10,~~972~~000,~~222~~000. ~~shares~~For purposes of ~~restricted~~the ~~common~~earnout, ~~stock~~the ~~valued~~valuation atwill ~~$1,791,666~~be based on ~~the~~three ~~closing~~times ~~price~~earnings ofbefore ~~the~~interest, ~~Company’s~~taxes, ~~common stock~~depreciation, onand ~~the~~amortization of(EBITDA). If EBITDA exceeds $~~0.30~~3,333,333 ~~per~~in ~~share~~the astwelve months immediately preceding the look back date of ~~August~~March 1631, ~~2021~~2023, additional consideration will be owed to PPK under the ~~date~~earnout ~~fixed~~in byan ~~agreement~~amount ~~for~~sufficient ~~pricing~~to equal the ~~issuance~~earnout ofvaluation less $10,000,000 times the ~~shares.~~percentage ~~The~~of ~~additional 15%~~PPK ~~acquisition~~then ~~under~~owned by the ~~Securities~~Company. ~~Purchase~~Such ~~Agreement~~additional ~~called~~consideration ~~for~~will ~~payment~~be ofpaid ~~$930,000~~62% in cash and ~~$570,000~~38% in ~~stock,~~shares ~~but~~of bythe ~~supplemental agreement,~~Company’s ~~PPK~~common ~~agreed~~stock. toNo ~~accept~~liability ~~payment~~has been accrued for ~~15%~~this inpotential obligation as the ~~form~~Company has assessed the probability of ~~all~~an ~~common~~obligation ~~stock~~being incurred to be remote as of ~~the~~August ~~Company~~31, 2022.

FS● The Company also entered into an employment agreement with Ralph Clinton Pyatt III (“Clinton Pyatt”), President of PPK, to continue his role as Chief Executive Officer and President of PPK business for a three-11year term effective May 22, 2021.

~~MJ HARVEST, INC.~~F-11

~~NOTES~~The Company also has an option to acquire the real TOestate ~~THE~~that ~~CONDENSED~~PPK ~~CONSOLIDATED~~uses ~~FINANCIAL~~in ~~STATEMENTS~~its operations. The real estate is currently under lease to PPK by an affiliated company owned by Clinton Pyatt, ~~(unaudited)~~the President of PPK.

~~The Company~~At August 31, ~~pursuant~~2022 toand May 31, 2022, the Company has a payable due to PPK ~~Agreement~~of $271,791 and $230,524, respectively. The balance is ~~also~~included ~~obligated~~in Accounts payable to ~~pay~~related anparties ~~earnout~~on tothe ~~PPK~~condensed consolidated asbalance ~~follows:~~sheets.

•WDSY The Company is required to pay additional consideration to PPK for an earnout in the event the PPK business valuation at the end of a pre-determined look back period is greater than $10,000,000. For purposes of the earnout, the valuation will be based on three times earnings before interest, taxes, depreciation, and amortization (EBITDA). If EBITDA exceeds $3,333,333 in the twelve months immediately preceding the look back date of March 31, 2023, additional consideration will be owed to PPK under the earnout in an amount sufficient to equal the earnout valuation less $10,000,000 times the percentage of PPK then owned by the Company. Such additional consideration will be paid 62% in cash and 38% in shares of the Company’s common stock. No liability has been accrued for this potential obligation as the Company has assessed the probability of an obligation being incurred to be remote as of February 28, 2022.BLIP

•On ~~The~~October ~~Company~~8, ~~also~~2021, the Company entered into antwo ~~employment~~brand development ~~agreement~~agreements with ~~Ralph~~WDSY, ~~Clinton~~LLC ~~Pyatt~~(“WDSY”) ~~III~~and Blip Holdings, LLC (“~~Clinton Pyatt~~BLIP”), ~~President~~for expansion of ~~PPK~~the WEEDSY and BLVK brands, torespectively, ~~continue~~into ~~his~~Oklahoma ~~role~~and asSouth ~~Chief~~Dakota. ~~Executive~~Under ~~Officer~~the agreements, PPK will manufacture and ~~President~~distribute ofthese ~~PPK~~brands ~~business~~in ~~for~~Oklahoma and aSouth ~~three~~Dakota ~~year~~and ~~term~~will ~~effective~~pay ~~May~~the ~~22,~~respective ~~2021~~companies 10% royalties on all net sales of the branded products in those territories.

~~The~~ On October 8, 2021, the Company ~~also~~acquired ~~has~~a an10% ~~option~~interest in toWDSY ~~acquire~~in exchange for 377,358 shares of the ~~real~~Company’s ~~estate~~common ~~that~~stock ~~PPK~~and ~~utilizes~~a 10% interest in ~~its~~BLIP ~~operations~~in exchange for 188,679 shares of the Company’s common stock. The ~~real~~shares ~~estate~~to isbe ~~currently~~issued ~~under~~were valued at the closing price of the common stock, $0.53 per share, on October ~~lease~~8, 2021. Additional shares may be due to ~~PPK~~WDSY byand anBLIP ~~affiliated~~based ~~company~~on ~~owned~~lookback byvaluations ~~Clinton~~of ~~Pyatt~~both companies. The lookback valuations will be based on trailing twelve months sales for WDSY and trailing three-month sales for BLIP on the second anniversary of each agreement, or sooner if the ~~President~~agreements are terminated before the second anniversaries. At August 31, 2022, management has assessed the probability of a ~~PPK~~potential liability due under the lookback valuation provisions of WDSY and BLIP to be low and no stock payable was due. No liability has been accrued for this potential obligation as the Company has assessed the probability of an obligation being incurred to be remote as of August 31, 2022.

The Company evaluated its investment in PPK, WDSY and BLIP as of August 31, 2022 and identified no indicators of possible impairment on their carrying values.

OnSatellites ~~October 8~~Dip, ~~2021, the Company entered into two brand development agreements with WDSY,~~ LLC (“WDSY”) and Blip Holdings, LLC (“BLIP”) for expansion of the “WEEDSY” and “BLVK” brands, respectively, into Oklahoma and South Dakota. Under the agreements, PPK will manufacture and distribute these brands in Oklahoma and South Dakota and will pay the respective companies 10% royalties on all net sales of the branded products in those territories.

On ~~October~~June 87, ~~2021~~2022, the Company ~~acquired~~purchased ~~a 10~~1% ~~interest~~membership inunits ~~WDSY~~of inSatellites ~~exchange for 377~~Dip,~~358~~ ~~shares~~LLC of(“Satellites”) ~~the Company’s common stock and a 10% interest in BLIP in exchange~~ for ~~188~~$10,~~679 shares of the Company’s common stock~~000. The ~~shares~~Company tohas bea ~~issued~~note ~~were~~payable ~~valued at the closing price of the common stock, $0.53 per share, on October 8, 2021. Additional shares may be due~~ to ~~WDSY~~Satellites ~~and BLIP based on lookback valuations of both companies. The lookback valuations will be based on trailing twelve months sales~~ for ~~WDSY and trailing three-month sales for BLIP on~~ the ~~second~~purchase ~~anniversary~~ of ~~each agreement, or~~ ~~sooner if the agreements are terminated before the second anniversaries. At February 28, 2022, management has assessed the probability of~~ a ~~potential~~license ~~liability due under the lookback valuation provisions of WDSY~~ and ~~BLIP to be low and no stock payable was due~~equipment. NoSee ~~liability has~~Note ~~been accrued for this potential obligation as the Company has assessed the probability of an obligation being incurred to be remote as of February 28, 2022~~4.

~~The~~NOTE ~~Company~~5 ~~evaluated~~– ~~its~~NOTES ~~investment in PPK, WDSY and BLIP as of February 28, 2022 and identified no indicators of possible impairment on their carrying values.~~PAYABLE

~~NOTE 5~~SMC –Convertible ~~NOTES~~Note ~~PAYABLE~~Payable

On ~~March~~ 22May 11, ~~2021~~2022, the Company entered into ~~agreements~~an agreement with ~~AJB~~SMC ~~Capital~~Cathedral ~~Investments~~City Holdings, LLC, ~~(“AJB”)~~a ~~and~~Delaware ~~SDT~~limited ~~Holdings~~liability ~~LLC~~ company (“~~SDT~~SMC-CCH”) for the ~~purchase~~sale of anSecured ~~aggregate of $900,000 in~~ Convertible Promissory ~~Notes~~Note (the “~~Notes~~Note”),. ~~$300,000~~The ~~from AJB~~Note ~~and~~provides ~~$600,000~~ for ~~SDT.~~an ~~The~~original ~~terms~~issue discount of ~~the~~35%, ~~Notes~~bears ~~are~~interest at the ~~same~~rate ~~except~~of ~~for~~12%, and ~~the~~is ~~dollar~~due ~~amounts~~at ~~and~~maturity ~~fees~~ which ~~are~~is ~~double~~twelve ~~for~~months ~~SDT compared~~from tothe ~~AJB.~~issue ~~The~~date ~~terms~~ of the ~~Notes~~Note ~~are~~or ~~described~~May ~~below~~10, in2023. ~~the~~The ~~aggregate~~Note is secured by all assets of the Company.

~~The~~Any ~~Notes~~principal ~~provided~~amount ~~for an original issue discount of 10%~~ or ~~$90,000,~~interest ~~payment~~on ofthe ~~legal~~Note ~~fees~~that is ofnot ~~$22,500,~~paid ~~and~~when ~~payment of $10,500 for~~ due ~~diligence~~will ~~fees,~~bear ~~resulting in net proceeds to the Company of $777,000. The Notes bore~~ interest at the ~~rate~~lesser of 1216% ~~for~~or the ~~period~~maximum ~~from~~amount ~~March~~permitted 22, 2021 through September 22, 2021 and bore interest at the rate of 15% from September 23, 2021 through March 22, 2022. On September 20, 2021, the Company extended the Notes for an additional six months. The Notes are due March 21, 2022. The Notes are secured by ~~all assets of the Company~~law.

FSThe principal amount of the Note and interest may be converted at any time following the issue date into fully paid and nonassessable shares of the Company’s common stock at a conversion price of $0.20 per share. The number of shares issuable upon conversion is limited to 4.99% of the outstanding shares at the time of conversion, unless waived by SMC-12CCH upon 61 days prior written notice.

~~MJ HARVEST, INC.~~F-12

~~NOTES~~So long as any balance due on the Note remains outstanding, TOthe ~~THE~~Company ~~CONDENSED~~has ~~CONSOLIDATED~~agreed ~~FINANCIAL~~to ~~STATEMENTS~~apply 50% of proceeds from issuance of debt or equity securities, conversion of outstanding warrants, issuance ~~(unaudited)~~of securities pursuant to an equity line of credit, or the sale of assets, to reduce the outstanding balance of the Note.

~~Interest~~Through May 31, 2022, the Company borrowed $2,317,198 onunder the ~~notes~~note isreceiving ~~payable~~$1,500,000 in ~~monthly~~cash, ~~installments~~net of $11817,~~250~~198 ~~($9,000~~ for the ~~first~~original ~~six~~issue discount. During the three months ofended August 31, 2022, the ~~term)~~Company onborrowed an additional $888,259 under the ~~first~~note receiving $575,000, net of ~~each~~$313,259 for the original issue discount. ~~month~~At ~~with~~August 31, 2022, the ~~first~~outstanding ~~payment~~principal ~~due~~balance onis ~~April~~$2,851,698 and unamortized discount is $1,634,519 ~~2021.~~for Ana ~~aggregate~~net balance of $331,~~750~~217,179. During ~~and~~the $three 81months ended August 31,~~800~~ in2022, ~~interest~~the ~~was~~Company recognized as$70,942 anin ~~expense~~ interest on the ~~notes~~note and recognized $534,593 in for the amortization ~~three~~of ~~and~~the ~~nine-month~~note ~~periods~~discount. ~~ended~~At ~~February~~August 2831, 2022. Atand ~~February~~May 2831, 2022, ~~$11,250 of~~ the accrued interest ~~was~~ ~~outstanding~~payable balance on the note is $83,852 and $12,910, ~~was~~respectively, ~~paid~~which is included in ~~March~~accounts ~~2022~~payable and accrued liabilities on the condensed consolidated balance sheet.

~~In March~~At ~~2021~~May 31, 2022, the Company ~~also~~has ~~paid~~ a ~~financing~~balance ~~fee~~owing ofto Steve $3MacDonald,~~683,000~~ ~~by issuance~~ of 1$50,~~200,~~000 ~~shares~~for advance of ~~its~~funds ~~restricted~~included ~~common~~in ~~stock and~~accounts ~~3,000,000~~payable ~~warrants~~– tolong ~~purchase shares that are exercisable at $0.38 per share with a three-year~~ term ~~expiring~~ on ~~March~~the ~~21,~~condensed consolidated balance ~~2024~~sheets. The ~~financing~~balance ~~fee~~was ~~shares~~satisfied ~~were~~with ~~valued~~shares ~~at $1,800,000 based on the closing price~~ of the Company’s common stock onduring the ~~date~~ of the borrowing. The warrants were valued at $1,883,000 using the Black- Scholes method based on a current stock price of $1.50 per share on the warrant issuance date, exercise price of $0.38, an expected term of three ~~years,~~months ~~stock~~ended ~~volatility~~August ~~of 334.5% and a discount rate of .32%. One half of the warrants were redeemable for an aggregate payment of $1.00 if the notes payable were paid in full by September 21~~31, ~~2021~~2022. ~~The~~See ~~Company extended the notes on September 20, 2021 for six months and the redemption provision~~Note ~~has now expired~~7.

InDiagonal ~~the~~Convertible ~~aggregate,~~Note financing fees and original issue discount totaled $3,806,000 which is greater than the note payable balance of $900,000. Financing fees of $2,906,000 was recognized as expense on March 22, 2021. The Company recorded a full discount of $900,000 against the balance of the note payable and is amortizing the discount over the term of the note. During the three and nine-month periods ended February 28, 2022, the Company recognized $-0- and $550,000 respectively, of amortization expense as interest and finance expense.Payable

In On June 17, 2022, the Company entered into an ~~event~~agreement with of1800 ~~default~~Diagonal Lending, LLC (“Diagonal”) whereby the ~~remaining~~Company issued convertible note to Diagonal with a principal amount of ~~the~~$103,750. ~~notes~~The ~~plus~~note ~~all~~bears ~~accrued~~ interest at 10% and ~~any~~has ~~other~~a ~~fees~~term ~~then~~of ~~due~~one ~~may~~year ~~be converted~~when atpayment ~~the~~of ~~sole~~principal ~~election~~and ofinterest is due. After 180 days, the note ~~holders~~is convertible into shares of the Company’s common stock the number of which determined by dividing the principal balance outstanding by 65% of the trading price of the Company’s stock on the date of the conversion.

~~FS-13~~Satellites Note Payable

MJOn July 13, 2022, the Company entered into an unsecured ~~HARVEST~~promissory note with Satellites that had a stated principal balance of $1,000,000 ~~INC~~in exchange for the Company acquiring a license agreement and equipment from Satellites. See Note 10. The note is non-interest bearing and has a term of 24 months. Monthly payments of $41,657 are due starting August 1, 2022. Because the note is non-interest bearing, the Company recorded a discount on the note of $97,048 using a discount rate of 10%. The discount is being amortized over the term of the note. Amortization of the discount was $7,525 during the three month period ended August 31, 2022. The Company made its first monthly payment of $41,657 (principal of $34,142 and interest of $7,525) on August 1, 2022.

~~NOTES TO~~NOTE ~~THE~~6 ~~CONDENSED~~– ~~CONSOLIDATED~~RELATED ~~FINANCIAL~~PARTY ~~STATEMENTS (unaudited)~~TRANSACTIONS

~~NOTE~~In addition to related party transactions described 6in –Notes ~~RELATED~~4 ~~PARTY~~and ~~TRANSACTIONS~~5, the Company had the following related party activity:

At ~~February~~ ~~28, 2022 and~~ May 31 ~~2021~~2022, the Company had advances from, and costs of services provided by, related parties totaling $1,~~741~~821,482 ~~and $1,317,982, respectively~~. These amounts ~~are~~were classified as long-term liabilities asand itwere ~~is anticipated they will be~~ settled with shares of the Company’s common stock. ~~These~~in ~~amounts~~July ~~consisted~~2022. ofSee ~~the~~Note ~~following:~~7.

Schedule of related party transactions
	Related Party Advances at		Additions During the Six Months Ended November 30, 2021				Additions During the Three Months Ended February 28, 2022				Related Party Advances at
	May 31, 2021		Advances		Services		Advances		Services		February 28, 2022
Related Parties
Patrick Bilton, CEO and Director
Cash Advances	$	928,414	$	151,500	$	–	$	60,000	$	–	$	1,139,914
Payable for services		280,000				140,000		–		70,000		490,000
David Tobias, Director		80,553		2,000		–		–		–		82,553
Jerry Cornwell, Director		29,015		–		–		–		–		29,015
Total for related parties	$	1,317,982	$	153,500	$	140,000	$	60,000	$	70,000	$	1,741,482

During three month period ended August 31, 2022 and 2021, the Company recognized expense of $41,291 and 112,641, respectively, for services performed by a company owned by the CFO. At August 31, 2022 and May 31, 2022, the Company had accounts payable to the company of $60,000 and $197,683, respectively. During the three month period ended August 31, 2022, the Company paid $150,000 in the form of shares of its common stock to reduce the amount of the accounts payable due to the CFO. See Note 7.

	Related Party Advances at		Additions During the Six Months Ended November 30, 2020				Additions During the Three Months Ended February 28, 2021				Related Party Advances at
	May 31, 2020		Advances		Services		Advances		Services		February 28, 2021
Related Parties
Patrick Bilton, CEO and Director
Cash Advances	$	726,414	$	120,000	$	–	$	18,000	$	-	$	864,414
Payable for services		–		–		140,000		–		70,000	$	210,000
David Tobias, Director		80,553		–		–		–		–		80,553
Jerry Cornwell, Director		23,015		6,000		–		–		–		29,015
Total for related parties	$	829,982	$	126,000	$	140,000	$	18,000	$	70,000	$	1,183,982

At August 31, 2022, the Company has a $55,000 payable to the president of the Company for accrued salary. The amount is included in accounts payable – related parties on the condensed consolidated balance sheets.

Nexit, Inc., a company solely owned by Brad Herr, the Company’s Chief Financial Officer, was owed $183,010 and $77,779 at February 28, 2022 and May 31, 2021, respectively, for services. These amounts are included in accounts payable to related party. The Company also owed PPK $81,368 and $F-~~0- respectively at February 28, 2022 and 2021, for start-up payments on the Colorado operations.~~13

~~FS-14~~During the three month period ended August 31, 2021, the Company had the following activity in its related party advances balance:

MJ Schedule ~~HARVEST,~~of ~~INC.~~related party transactions

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

	Related Party Advances at		Additions During the Three Months Ended August 31, 2021				Related Party Advances at
	May 31, 2022		Advances		Services		August 31, 2022
Related Parties
Patrick Bilton, CEO and Director
Cash Advances	$	928,414	$	64,000	$	—	$	992,414
Payable for services		280,000				70,000		350,000
David Tobias, Director		80,553		—		—		80,553
Jerry Cornwell, Director		29,015		—		—		29,015
Total for related parties	$	1,317,982	$	64,000	$	70,000	$	1,451,982

NOTE 7 – SHARE CAPITAL

In the three ~~and nine~~-month ~~periods~~period ended ~~February~~August 2831, 2022 ~~and 2021~~, shares were issued for stock payable, ~~services~~conversion of advances from related parties and ~~investments~~ conversion of accounts payable in the amounts set forth in the following table.

~~Three~~ Schedule ~~Months~~of conversion accounts payable

Schedule of common stock issued
			Value of Shares Issued for:
Three Months Ended February 28, 2022	Total Shares Issued		Stock Payable		Services		Investment and Other		Total Value
Three Months Ended August 31, 2022	Total Shares Issued		Stock Payable		Conversion of Advances		Conversion of Accounts Payable		Total Value
Related Parties
David Tobias, Director		25477,~~000~~779	$	10,000	$	–81,553	$	–—	$	1091,~~000~~553
Jerry Cornwell, Director		25155,~~000~~158		~~10,000~~—		–29,015		–—		1029,~~000~~015
Brad Herr, CFO		37,500		15,000		–		–		15,000
Patrick Bilton, CEO		9,149,272		—		1,710,914		—		1,710,914
Randy Lanier, Director		130,296		68,785		–		–		68,785
Brad Herr, CFO		864,638		15,000		—		150,000		165,000
Total for related parties		217,796		103,785		–		–		103,785
Jason Roth, Director		41,667		10,000		—		—		10,000
Unrelated Parties		63,710		15,000		10,510		–		25,510
Rich Turasky, Director		41,667		10,000		—		—		10,000
Aggregate Totals February 28, 2022		281,506	$	118,785	$	10,510	$	–	$	129,295
Randy Lanier, Director		220,238		52,857		—		—		52,857
Three Months Ended February 28, 2021
Total for related parties		10,950,419		97,857		1,821,482		150,000		2,069,339
Related Parties
Unrelated Parties		329,882		15,000		—		50,000		65,000
David Tobias, Director		28,571	$	10,000	$	–	$	–	$	10,000
Aggregate Totals August 31, 2022		11,280,301	$	112,857	$	1,821,482	$	200,000	$	2,134,339
Jerry Cornwell, Director		28,571		10,000		–		–		10,000
Brad Herr, CFO		42,857		15,000		–		–		15,000
Randy Lanier, Director		–		–		–		–		–
Total for related parties		99,999		35,000		–		–		35,000
Unrelated Parties		267,346		23,571		60,000		–		83,571
Aggregate Totals February 28, 2021		367,345	$	58,571	$	60,000	$	–	$	118,571

~~Nine~~Prior to the three months ended August 31, 2022, the ~~Months~~Company paid its directors and certain consultants in shares of the Company’s common stock for payment of services rendered. Effective June 1, 2022, the Company determined that it would no longer pay in shares of the Company’s common stock in anticipation of its potential merger with Cannabis Sativa, Inc. (see Note 10).

			Value of Shares Issued for:
Nine Months Ended February 28, 2022	Total Shares Issued		Stock Payable		Services		Investment and Other		Total Value
Related Parties
David Tobias, Director		54,377	$	–	$	20,000	$	–	$	20,000
Jerry Cornwell, Director		54,377		–		20,000		–		20,000
Brad Herr, CFO		81,566		–		30,000		–		30,000
Randy Lanier, Director		155,475		–		77,356		–		77,356
Total for related parties		345,795		–		147,356		–		147,356
Unrelated Parties		7,421,035		100,000		210,760		2,091,666		2,402,426
Aggregate Totals February 28, 2022		7,766,830	$	100,000	$	358,116	$	2,091,666	$	2,549,782
Nine Months Ended February 28, 2021
Related Parties
David Tobias, Director		78,571	$	–	$	20,000	$	–	$	20,000
Jerry Cornwell, Director		78,571		–		20,000		–		20,000
Brad Herr, CFO		117,857		–		30,000		–		30,000
Randy Lanier, Director		–		–		–		–		–
Total for related parties		274,999		–		70,000		–		70,000
Unrelated Parties		547,203		–		171,102		–		171,102
Totals		822,202	$	–	$	241,102	$	–	$	241,102

F-14

FSIn the three-15month period ended August 31, 2021, shares were issued for services and investment in the amounts set forth in the following table. The Company had an aggregate of $214,221 of common stock payable as of August 31, 2021 which is comprised of the following:

MJ Schedule ~~HARVEST,~~of ~~INC.~~aggregate common stock payable

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Three Months Ended August 31, 2021	Shares issued for Services & Other				Shares issuable for Services & Other
	Shares		Value		Shares		Value
Related Parties
David Tobias, Director		—	$	—		29,377	$	10,000
Jerry Cornwell, Director		—		—		29,377		10,000
Brad Herr, CFO		—		—		44,066		15,000
Total for related parties		—		—		102,820		35,000
Unrelated Parties
Services		175,000		80,250		219,245		79,221
Patent issuance						400,000		100,000
Investment in PPK		5,972,222		1,791,666		—		—
Aggregate Totals May 31, 2021		6,147,222	$	1,871,916		722,065	$	214,221

~~In addition~~NOTE to8 ~~the~~– ~~above share issuances for the periods presented, the Company had the following stock payable obligations in the periods ended February 28, 2022 and May 31, 2021.~~REVENUE

Schedule Of Stock Payable Obligation
	February 28,		May 31,
	2022		2021
Related Parties
David Tobias, Director	$	10,000	$	-
Jerry Cornwell, Director		10,000		-
Brad Herr, CFO		15,000		-
Randy Lanier, Director		52,857		-
Total for related parties		87,857		-
Unrelated Parties		15,000		100,000
Aggregate Totals February 28, 2022	$	102,857	$	100,000

The Company product revenue is generated though sales of its Debudder products, produced by third parties and distributed by the Company. The Company’s customers, to which we extend trade credit terms, consist almost exclusively of domestic companies. The following table shows product sales for the three-month periods ended August 31, 2022 and 2021, along with customer concentration information for each period.

~~NOTE 8~~ Schedule –of ~~REVENUE FROM CONTINUING OPERATIONS~~revenues

The Company product revenue is generated though sales of its debudder products produced by third parties and distributed by the Company. The Company’s customers, to which trade credit terms are extended, consist almost exclusively of domestic companies. The following table sets out product sales for the three and nine-month periods ended February 28, 2022 and 2021, along with customer concentration information for each period.


	Three months ended August 31,
	2022			2021
Debudder product revenues	$	760		$	82,754
Customer concentrations
Debudder sales
Customer A	$	—		$	42,320
Customer B		532			—
Totals	$	532		$	42,320
% of total revenues		70	%		51	%

Schedule of revenues
	Three months ended February 28,
	2022			2021
Debudder product revenues	$	24,343		$	14,377
Customer concentrations
Debudder sales
Customer A	$	–		$	13,675
Customer D		22,230			–
Totals	$	22,230		$	13,675
% of total revenues		91	%		95	%

All sales were domestic in the three-month period ended August 31, 2022. All sales were domestic except for $168 in the three-month period ended August 31, 2021.

	Nine months ended February 28,
	2022			2021
Debudder product revenues	$	147,395		$	87,513
Customer concentrations
Debudder sales
Customer A	$	37,900		$	13,675
Customer B		23,760			–
Customer C		14,680			34,285
Customer D		64,550			26,130
Totals	$	140,890		$	74,090
% of total revenues		96	%		85	%

F-15

~~FS-16~~Sales of the Debudder product line were substantially reduced due to the focus of the company turning to getting the Colorado and California Cannabis facilities up and running, once these operations are fully up and running the company plans to resume advertising and sales of the product line. Total sales revenue earned during the three month period ended August 31, 2022 in Colorado and California was $43,958.

~~MJ HARVEST,~~NOTE ~~INC.~~ 9 – INVENTORY

~~NOTES TO~~Inventory ~~THE~~consists ~~CONDENSED~~of ~~CONSOLIDATED~~the ~~FINANCIAL STATEMENTS~~following:

~~(unaudited)~~ Schedule of inventory

All sales were domestic except international sales of $94 and $23,946 in the three and nine-month periods ended February 28, 2022, respectively. All sales were domestic except international sales of $91 and $4,112 in the three and nine-month periods ended February 28, 2021, respectively.


	August 31, 2022		May 31, 2022
Debudder products	$	24,753	$	24,794
Raw material - biomass		28,530		21,868
Raw material - distillate		31,203		76,916
Finished goods		399,958		73,481
Total	$	484,444	$	197,059

~~As of~~At ~~February~~August 2831, 2022 and May 31, ~~2021~~2022, ~~there~~raw ~~were~~material – ~~$13~~biomass is on consignment from a third-party company with which the Company has a license agreement. Under the agreement,~~232~~ the Company obtains the third party from which produces the cannabis products. The third party sells the product and ~~nil~~reimburses 0,the ~~respectively,~~Company for manufacturing costs. The third party pays the Company 85% of ~~accounts~~net ~~receivable~~profits after reimbursement. The Company absorbs all losses from sale of the ~~one~~products. During the three month period ended August 31, 2022, due to the start up nature of the ~~Company’s~~manufacturing, ~~primary~~no ~~customers~~net revenues have been earned on these products.

NOTE 9 10 – ACQUISITIONS ~~DISCONTINUED~~AND ~~OPERATIONS~~PROPOSED MERGER

~~In the~~Acquisition ~~year ended May 31, 2021, the Company unwound its acquisition~~ of ~~assets~~License ~~from~~Agreements Elevated Ag Solutions, Inc. As a result of the unwinding, the net income (loss) from the Elevated business segment is included in Discontinued Operations in the statements of operations for all periods presented. As a result of the unwinding in the year ended May 31, 2021, the Company reversed the acquisition of intangible assets, cancelled 1,300,000 out of the 1,400,000 shares of common stock that were issued in the acquisition, and ~~paid~~ ~~a $10,000 walk-away fee to the prior owners.~~Equipment

~~Discontinued~~On July 18, 2022, the Company acquired manufacturing ~~operations~~equipment ~~operating~~and ~~results~~two cannabis licenses for ~~the~~a ~~three~~cannabis manufacturing and ~~nine-month~~distribution ~~periods~~business ~~ended~~located ~~February~~in 28Cathedral City, ~~2021~~California. ~~are~~The Company ~~reflected~~paid in$1,000,000 for the ~~following~~acquisition ~~tables~~by issuance of an unsecured non-interest bearing note payable in 24 monthly installments. ~~There~~The ~~were~~Company nois currently operating ~~results~~the ~~from~~California ~~discontinued~~facility ~~operations~~under toa ~~report~~management inservices agreement pending transfer of the ~~three~~licenses ~~and~~into the ~~nine-month~~Company’s ~~periods~~name. ~~ended~~The ~~February~~purchase 28price was $902,952 which consisted of a note payable with a $1,000,000 principal balance discounted ~~2022~~$97,048. The purchase price was allocated to the equipment for $270,886 and the licenses for $632,066 based on their relative fair value.

Schedule of discontinued operations
	Three Month Period Ended February 28, 2021		Nine-Month Period Ended February 28, 2021
Revenue	$	–	$	75,217
Cost of revenue		–		66,243
Amortization		–		13,125
Gross profit		–		(4,151	)
Loss on discontinued operations		–		10,000
Net Loss From Discontinued Operations	$	–	$	(14,151	)

Merger with Cannabis Sativa, Inc.

~~NOTE~~On August 8, 2022, the Company entered into an Agreement 10of –Merger ~~IMPACT~~and OFPlan ~~COVID-19~~of Reorganization dated August 8, 2022 with Cannabis Sativa, Inc. (“CBDS”), to be effective on the first business day following approval of the merger by the shareholders of MJHI and CBDS. The merger agreement provides for the merger of MJHI with and into CBDS, with CBDS as the surviving entity. Under the agreement, the Company’s shareholders will receive 2.7 shares of CBDS common stock for each one share of the Company’s common stock held immediately prior to the merger. Following the merger, the shareholders of MJHI will hold approximately 72% of the total outstanding shares of common stock of the surviving company, and the shareholders of CBDS will hold approximately 28% of the total outstanding common shares of the surviving company.

~~In March 2020, COVID~~F-19 was declared a pandemic by the World Health Organization and the Centers for Disease Control and Prevention. Its rapid spread around the world and throughout the United States prompted many countries, including the United States, to institute restrictions on travel, public gatherings and certain business operations. These restrictions significantly disrupted economic activity in the United States and Worldwide. As of November 30, 2021 and through the date of filing of this Form 10-Q, the disruption did not materially impact the Company’s financial statements.16

~~The effects~~NOTE of11 ~~the~~– continued outbreak of COVID-19 and related government responses could include extended disruptions to supply chains and capital markets, reduced labor availability and a prolonged reduction in economic activity. These effects could have a variety of adverse impacts to the Company, including our ability to operate. As of February 28, 2022 there were no material adverse impacts to the Company’s operations due to COVID-19.LEASES

FSColorado Lease: On January 1, 2022, the Company signed a lease for its office and facilities located in Denver, Colorado for a five year term. Monthly lease payments start at $6,000 and escalate to $7,293 in year five. Upon signing the lease, the Company recognized a lease liability and a right of use asset of $308,127 based on the two-17year payment stream discounted using an estimated incremental borrowing rate of 10.0%. At August 31, 2022, the remaining lease term is 4.25 years. As of August 31, 2022, total future lease payments are as follows:

MJ Future ~~HARVEST,~~lease ~~INC.~~payments

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


For the year ended May 31,
Remaining 2023	$	55,500
2024		77,175
2025		81,033
2026		85,085
2027		51,052
Total		349,845
Less imputed interest		(66,605	)
Net lease liability		283,240
Current portion		(48,855	)
Long-term portion	$	234,385

~~(unaudited)~~For the three months ended August 31, 2022, rent expense of $19,715 was recognized for this lease.

~~The~~California Lease: On July 14, 2022, ~~economic~~the ~~disruptions~~Company ~~caused~~signed bya ~~COVID-19~~lease ~~could~~for ~~also~~its ~~adversely~~office ~~impact~~and ~~the~~facilities ~~impairment~~located ~~risks~~in Cathedral City, California for ~~certain~~a ~~long-lived~~five ~~assets~~year term. ~~Management~~Monthly lease payments ~~evaluated~~are ~~these~~$72,917. ~~impairment~~Upon ~~considerations~~signing the lease, the Company recognized a lease liability and ~~determined~~a ~~that~~right noof ~~such~~use ~~impairments~~asset ~~occurred~~of as$3,505,897 based on the five-year payment stream discounted using an estimated incremental borrowing rate of ~~May~~10.0%. At August 31, ~~2021~~2022, orthe ~~through~~remaining ~~the~~lease ~~date~~term is 4.8 years. As of ~~filing~~August ~~this~~31, ~~Form~~2022, ~~10-Q.~~total future lease payments are as follows:

NOTE 11 – SUBSEQUENT EVENTS


For the year ended May 31,
Remaining 2023	$	802,087
2024		875,004
2025		875,004
2026		875,004
2027 and thereafter		947,921
Total		4,375,020
Less imputed interest		(986,349	)
Net lease liability		3,388,671
Current portion		(488,488	)
Long-term portion	$	2,900,183

InFor ~~April 2022,~~ the ~~Company~~three ~~issued~~months ~~37,258~~ended ~~shares~~August ~~of common stock valued at $15~~31,~~000~~ ~~to one non-related party and 218~~2022,~~226~~ ~~shares~~rent expense of ~~common~~ ~~stock valued at~~ $8772,~~857~~917 towas ~~officers~~recognized ~~and directors~~ for ~~stock~~this ~~payable~~lease. atThe ~~February~~lessor ~~28,~~of ~~2022~~the ~~relating~~property tois ~~services~~SMC ~~rendered~~Cathedral inCity ~~the~~Holdings, ~~quarter ended February 28~~LLC, ~~2022.~~a ~~The~~company ~~shares~~with ~~were~~which ~~valued based on~~ the ~~closing price of the~~ Company’s ~~common~~has ~~stock on~~a ~~the~~convertible ~~OTCQB~~note ~~Market~~payable ondue ~~dates~~(See ~~the~~Note ~~shares were authorized to be issued~~5).

On March 29, 2022, the Company paid off notes payable in the amount of $900,000 plus accrued interest then owing in the amount of $22,145. The notes payable are now satisfied in full. Funds for the payment of the notes payable were derived from a new senior debt financing in the amount of $971,000.F-17

~~In April~~NOTE ~~2022,~~12 ~~the~~– ~~Company~~IMPACT ~~issued~~OF ~~250,000 shares of common stock with an aggregate value of $100,000 to two new Board members as consideration for acceptance of their board positions.~~COVID-19

FSIn March 2020, COVID-1819 was declared a pandemic by the World Health Organization and the Centers for Disease Control and Prevention. Its rapid spread around the world and throughout the United States prompted many countries, including the United States, to institute restrictions on travel, public gatherings and certain business operations. These restrictions significantly disrupted economic activity in the United States and Worldwide. As of November 30, 2021 and through the date of filing of this Form 10-Q, the disruption did not materially impact the Company’s financial statements.

The effects of the continued outbreak of COVID-19 and related government responses could include extended disruptions to supply chains and capital markets, reduced labor availability and a prolonged reduction in economic activity. These effects could have a variety of adverse impacts to the Company, including our ability to operate. As of August 31, 2022 there were no material adverse impacts to the Company’s operations due to COVID-19.

The economic disruptions caused by COVID-19 could also adversely impact the impairment risks for certain long-lived assets. Management evaluated these impairment considerations and determined that no such impairments occurred as of August 31, 2022 or through the date of filing this Form 10-Q.

NOTE 13 – COMMITMENTS AND CONTINGENCIES

See Notes 4 and 11 for commitments related to royalties, earn-out provisions, and leases.

The Company and PPK are plaintiffs in lawsuit against Country Cannabis, LLC of Yale, Oklahoma for trademark infringement for the use of the name “Country Cannabis”. The lawsuit was filed with the Payne County, Oklahoma Courts on February 7, 2022. The Company has motioned the Court for summary judgment in this matter and for legal fees. The motion for summary judgement is currently pending before the Court. As of August 31, 2022, management believes it will be successful in the matter however is unable to estimate amounts, if any, they could receive in the final judgment.

F-18

Filing Compare · MJ Harvest, Inc.