UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-K

(Mark One)

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

For the fiscal year ended MAY 31 2020, 2022

OR

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

For the transition period from _______________________ to __________________________

Commission File Number 333-234048

MJ Harvest, Inc.HARVEST, INC.
 (Exact

(Exact name of registrant as specified in its charter)

9205 W. Russell Road, Suite 240, Las Vegas, Nevada 89139
(Address of Principal Executive Office) (Zip Code)(954) 519-3115

(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: None

Securities registered pursuant to Section 12(g) of the Act: NoneCommon Stock

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

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

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   [X] 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes [X]  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.

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. [  ]☐

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

State theThe aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

The market value of the voting and non-voting common stock held by non-affiliates was $9,195,022computed by the average bid and asked price of such common equity on November 30, 2019.2021, was $4,700,000.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of September 10, 2020,23, 2022, there were 22,892,974 44,854,737 shares of the issuer’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Prospectus filed pursuant to Rule 424(b)(3) dated March 5, 2020.None.

MJ HARVEST, INC.

TABLE OF CONTENTS TO ANNUAL REPORT ON FORM 10-K

YEAR ENDED MAY 31, 20202022

Throughout this report, unless otherwise designated, the terms “we,” “us,” “our,” “the Company” and “our company” refer to MJ Harvest, Inc., a Nevada corporation, and its consolidated subsidiaries. All amounts in this report are in U.S. Dollars, unless otherwise indicated.

FORWARD-LOOKING STATEMENTS

This report on Form 10-K for the year ended May 31, 2022, contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements reflect the Company’s views with respect to future events based upon information available to it at this time. These forward-looking statementsthat are subject to certain uncertaintiesthe safe harbors created under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Act of 1934, as amended (the “Exchange Act”). Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business, including our expectations regarding the potential impacts on our business of the COVID-19 pandemic, and can be identified by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements may include words such as “expect,” “anticipate,” “intend,” “believe,” “estimate,” “plan,” “target,” “strategy,” “continue,” “may,” “should,” variations of such words, or other words and terms of similar meaning. All forward-looking statements reflect our best judgment and are based on several factors that could cause actual resultsrelating to differ materially from these statements. These uncertaintiesour operations and otherbusiness environment, all of which are difficult to predict and many of which are beyond our control. Such factors include, but are not limited to:to, those disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” sections in this report on Form 10-K, and other factors as identified from time to time in our Securities and Exchange Commission reports. Forward-looking statements are based on information available to us on the abilitydate hereof, and we do not have, and expressly disclaim, any obligation to publicly release any updates or any changes in our expectations, or any change in events, conditions, or circumstances on which any forward-looking statement is based. Our actual results and the timing of certain events could differ materially from the Company to locate business opportunities for acquisition or participation byforward-looking statements. These forward-looking statements do not reflect the Company; the terms of the Company’s acquisition of or participation in a business opportunity; the operating and financial performancepotential impact of any mergers, acquisitions, or other business opportunity following its acquisition or participation by the Company and the risk factors described herein under the caption “Risk Factors.” The words “anticipates,” “believes,” “estimates,” “expects,” “plans,” “projects,” “targets” and similar expressions identify forward-looking statements. Readers are cautionedcombinations that had not to place undue reliance on these forward-looking statements, which speak onlybeen completed as of the date of this filing.

Part I

Item 1. Business

Company Background

MJ Harvest, Inc. was incorporated in Nevada in 2002. Our current business model is focused on building a vertically integrated cannabis company specializing in manufacturing operations, brand aggregation, and distribution of products utilizing ingredients derived from cannabis. Our current operations are centered in Colorado and California, and through a minority investment in PPK Investment Group, Inc. (“PPK”), an Oklahoma corporation, we have extended our market reach to Oklahoma, South Dakota and Arizona. We are currently working with our Oklahoma affiliate to further expand our business into Florida, Missouri, New Jersey, and New York. Our business model is constantly evolving to take into account the statement was made.scope of our market presence, the brands included in our brand portfolio, and the relationships we have with our brands and our minority owned affiliates.

On August 8, 2022, we entered into an Agreement of Merger and Plan of Reorganization dated August 8, 2022 (the “Merger Agreement”) 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 (the “Merger”). The following listing summarizes material terms of the Merger Agreement.

On October 8, 2021, we entered into to two brand development agreements with WDSY, LLC (“WDSY”) and Blip Holdings, LLC (“BLIP”) for expansion of the “WEEDSY” and “BLVK” brands 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 sales of the branded products in those territories. We also acquired a 10% interest in WDSY in exchange for 377,358 shares of our common stock and a 10% interest in BLIP in exchange for 188,679 shares of our common stock. Additional shares may be due to WDSY 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 anniversary of each agreement, or sooner if the agreements are terminated before the second anniversaries.

As of May 31, 2022, the Company undertakes no obligationowned 25% of PPK and has the option to publicly update or revise any forward-looking statements, whetherexpand the investment in PPK to 100%. PPK continues to expand its market in the industry, with further explanation in Joint Venture with Tribal Partners. On May 19, 2021, PPK entered into a cannabis joint venture agreement with the Flandreau Santee Sioux Tribe of South Dakota (“FSST”). Under the joint venture agreement, PPK opened extraction and manufacturing facilities in a building located on the FSST Reservation and manufactures products for FSST utilizing biomass grown in FSST’s existing and expanding grow operations. FSST markets their products under the Native Nations Brand. PPK currently markets its products under the Country Cannabis brand. The joint venture agreement provides that PPK and FSST will now cross market the other’s brands in their respective states. This provided an opportunity for FSST to expand its Native Nations Brand to Oklahoma and for PPK to expand its Country Cannabis Brand into South Dakota. The joint venture also provides both PPK and FSST with additional capabilities, work force, and other synergies that management believes will benefit both entities. MJHI currently participates as a resultminority investor in PPK and expects its involvement to increase as its PPK investment commitment grows and more capital is provided to PPK and the joint venture.

With our acquisitions in Colorado and California and our investments in PPK, WDSY and BLIP, our long-term focus has shifted to expand our operations to include vertically integrated cannabis growing operations in Colorado, California, Oklahoma, and South Dakota, and we are actively looking at markets in Arizona, Florida New Jersey, and New York as potential areas for expansion. The timing for development of new information, changesthese expanded operations will depend on availability of growth capital.

In addition to the tribal opportunities, we have focused much of our growth efforts on acquiring interests in, assumptions, future events or otherwise.and licensing agreements with, multiple other brands of cannabis products. Currently, we offer Country Cannabis (the PPK brand), Weedsy, BLVK, and Chronic brands (our “Brand Portfolio”), and we are in active negotiations to acquire interests in, and licenses with, several other brands. This focus on brand aggregation is a cornerstone of our expansion plans. We believe that our wholesale customers, consisting primarily of dispensaries, will be more receptive to our product offerings if we offer a wide range of products and price points while building our reputation as a quality manufacturer and distributor.

Part I

Item 1. Description of Business

Company Background

We are a development stage company currentlyPrior to 2020, we were focused on the building a portfolio of best in classbest-in-class agricultural and horticultural products that canto benefit farmers and hobbyists in their hemp and cannabis growing operations. Our first product line consistsconsisted of the DeBudder LidsDebudder Lid and EDGE.EDGE products. The Debudder is used to strip buds off of stems for a variety of plants, including hemp and cannabis. We are also building an international network of distributors that can serviceThe patented Debudder line is wholly owned and marketed by the Company through our e-commerce sites. In 2020, we expanded our online product offerings to include the Kalix and NPK product lines, which offer customers with rapid deliveries ofaccess to plant nutrient products. While our focus has shifted toward cannabis products, stocked in country. Currently, we continue to offer the Debudder and the plant nutrient products through our online marketing platforms.

We are actively seeking to acquire and/or license additional productsbrands, acquire and/or establish additional manufacturing and distribution operations, and acquire growing operations in the coming periods. We also continue to expand our portfolioseek out additional agricultural and are adding international distributors as we find them. Our website is www.mjharvestincinc.com, and we market our products through our branded distribution website at www.procannagro.com.

In the short-term, management is focused on adding additional productshorticultural implements to add to our product offerings through distribution agreements, licensing, and acquisition. We are primarily focused onIn this aspect of our business, we look for agricultural implements, durable goods, and services that will benefit smaller growers of hemp and cannabis by making their growing operations more efficient. As we increase the depth of our vertical integration, we will utilize the products from our agricultural and horticultural implements division in our operations. This will allow us to perform first-hand verification of the efficacy of the products and testimonials on our experiences with the products we offer. We also believe the customer contact and feedback from small and mid-sized growers will provide a source of prospective acquisition targets and the cannabis industry matures and consolidates in our states of operation. 

Strategy and Objectives

With our investment into PPK, PPK’s cannabis joint venture relationship with FSST, and our focus on brand aggregation, MJHI intends to take advantage of significant business development opportunities. The following business divisions are actively seeking accesseither in process, under development, or are being evaluated in an effort to assemble an enterprise covering all aspects of seed to sale operations in the cannabis and hemp-based CBD sectors.

Vertically Integrated Cannabis Operations.

Through our investment in PPK and our intention to increase the investment over time to make PPK a wholly owned subsidiary, we will operate as a vertically integrated cannabis company encompassing grow operations, harvesting, processing, extraction, manufacturing, distribution, and wholesale sales of a full line of products containing THC and CBD. In addition to the FSST joint venture, the Company also signed agreements with International Business Group to produce and distribute the Chronic brand of products, WDSY LLC to produce and distribute the Weedsy brand of products, and with BLIP Holdings, LLC to produce and distribute the BLVK brand of products. The agreements include a right of first refusal to offer the Chronic brand in other markets as MJHI and PPK expand their market reach. Management believes the addition of brands to the MJHI and PPK distribution system will serve to further increase the market reach of MJHI and PPK.

As a result of our brand development efforts, we became aware of an opportunity to acquire a commercial kitchen operation in Tulsa, Oklahoma with an additional distribution facility in Oklahoma City, Oklahoma. Working with PPK, we entered into an asset acquisition agreement with AOK Ventures, Inc. to acquire the commercial kitchen operations, including a sublease on the Oklahoma City distribution facility. The acquisition was structured with PPK acquiring the assets of AOK and with the Company providing a portion of the funding for the acquisition in exchange for a 15% increase in ownership of PPK, bringing the Company’s total ownership of PPK to 25% from the original investment of 10%. The assets acquired include exclusive distribution rights to distribute the Sublime brand of products in Oklahoma with additional opportunities to expand in other states on similar terms.

Joint Venture for Manufacturing and Distribution with Tribal Partner

With our 25% of investment in PPK referenced above we felt the expanded explanation of PPK’s joint venture was worth noting. FSST is one of 574 Native American Indian tribes recognized by the United States Government. The Flandreau Santee Sioux Reservation is situated on over 5,000 acres of land located along and near the Big Sioux River in Moody County, South Dakota. The reservation facilities include the Royal River Entertainment Complex, which is the only legal casino in South Dakota with 430 gaming devices, a 300-seat entertainment and conference center, a 120-room hotel, an adjacent RV park, plus a full-service restaurant, buffet, snack bar and lounge.

FSST has been active in tribal cannabis since 2015 and has a state-of-the-art cultivation facility through which it has resumed cannabis cultivation after the legalization of cannabis in South Dakota in November 2020. The cultivation facility currently houses about 65 strains of cannabis and the Tribe has renovated an existing building to include a lab, kitchen, packaging, and a dispensary with drive-up service. FSST also has developed a full-line of 2018 Farm Bill Compliant hemp products which it sells under its trade name “Native Nations Cannabis.”

Federal recognition of the sovereign status of Native American Indian tribes under the Indian Reorganization Act of 1934 (the “Act”) allows tribes such as the Flandreau Santee Sioux Tribe to manage their own affairs, including their assets, land, and mineral rights. The Act and the ensuing legislation were intended to create a sound economic foundation for the inhabitants of the reservations. Two of the main benefits of federal recognition are exemption from payment of federal taxes and exemption from many federal and state licensing requirements applicable to non-tribal companies. As a result of these advantages, many tribes have pursued business opportunities in the gaming and tobacco industries. Now, with the growing legalization of marijuana for medicinal and adult use, we believe marijuana provides a new growth area for tribes. FSST is the first tribe to expand into the marijuana industry in South Dakota. PPK and FSST have created a unique business model that is now being offered to other tribal entities in a coordinated program to grow the Native Nations brand throughout sovereign lands.

PPK and its Chief Executive Officer, Clinton Pyatt, have now entered into an agreement with FSST to offer the tribal program to other tribes. In each instance where a tribe agrees to follow the FSST/PPK model, PPK will serve as the manufacturer on the tribal lands in exchange for a revenue sharing arrangement on retail sales revenues generated out of the tribal relationship. This also facilitates expansion of brand sales to new products through attendance at trade showsareas as ne tribal relationships are forged. MJHI is working closely with PPK to include the MJHI Brand Portfolio in the new tribal arrangements.

Indoor Grow Operations

The Company is evaluating several indoor grow operations for acquisition and/or joint venture operations but has not entered into any binding agreements or arrangements. Management believes that securing indoor grow operations will allow the Company’s operating divisions to access a consistent supply of biomass in the quality demanded by the Company’s customers. Management also believes that the acquisition of an existing indoor grow facility would allow the Company to rapidly generate operating cash flows as the biomass is processed by the Company’s own extraction and industry events, word-of-mouth, cold calling whenmanufacturing concerns. As indicated above, PPK and FSST both have their own grow facilities in Oklahoma and South Dakota, respectively, which we learn of interesting new technologies, and referralsbelieve positions us to apply best practices learned from our distributors and associatestheir own operations to newly acquired locations. The Company, PPK, and FSST intend to continue to evaluate indoor grow facilities in locations where they are licensed to grow or manufacture products and in new markets where licenses to cultivate and process marijuana can be obtained at reasonable cost.

The Company is cognizant of the industry. While our current focus in on agricultural tools, soil additives,critical processes that must be addressed to effectively monitor and produce a quality product. Steps considered critical include cultivation monitoring, maintenance and monitoring of plant nutrients, irrigation, and lighting systems during the growing methods,cycles, monitoring of production processes, and optimization techniques, we have also exploredknowledge of the potentialmarket demand for consumer products that customers want and for which they will pay a reasonable price. Management believes all of these aspects of the business could be very efficiently driven by software applications. The Company is currently evaluating several competent software alternatives to address these critical processes and the Company expects to develop procedures and practices to obtain a competitive advantage over less sophisticated producers.

Disrupting Cannabis Distributor

Once the products are produced, the next critical phase of our strategic vision is in distribution of the products to customers where and when demanded. This is another area where management believes inventory control, data analysis to determine product demand, and delivery systems focused on getting products into the hands of the customers at the lowest delivery cost possible could be driven by software applications. The Company is currently evaluating inventory control systems, consumer data collection systems, and delivery methods to allow efficient distribution of the growers or third-party processors fromproducts to the crops grown using our tools.consumer.

Traditionally, retail distribution is done through brick-and-mortar dispensaries. With the growing reach of Lyft and Uber, and similar business models, last mile delivery is a growth industry. We believe that there is an opportunitysoftware applications may also be applied to build an affinity and levelthis aspect of trust with our customers and then expand that relationship into distribution of consumer products containing CBD (cannabidiol) oil, including balms, salves, oils, tinctures, and similar products. With the uncertainties surrounding the cannabismarijuana industry, and limitations on products derived from Cannabis or containing THC, our focus will remain on CBD products derived from Hemp until such time aswe are evaluating solutions that could disrupt the legal status of cannabis is addressedtraditional brick-and-mortar dispensary distribution model at the federal level. In the meantime, we believe there are adequate product opportunities outside of the cannabis space that can be evaluated and licensed, acquired or distributed effectively and profitably through our existing web site and distribution network.lower cost.

In the long-term, we intend to expand our focus beyond the hemp and cannabis agricultural product marketing niche to include hemp growing operations in Florida, a research laboratory, and an extraction processing operation. The timing for development of these expanded operations will depend on availability of cash flow. Management believes that our customer base for agricultural products will be actively engaged in growing operations and will need services to identify optimum strains of plants to obtain commercially acceptable qualities and yield of CBD oils for the diverse geographic locations in which we intend to sell our products. In addition, once the crops are grown, the Company expects that our customers will also need access to CBD extraction facilities to process the plants into the derivative elements that will be incorporated into the consumer products that the market demands. These needs by our customer base provide an opportunity to grow by providing our customers with more of what they need to generate revenues from their growing activities. If we can build our relationships with our tool and implement customers, and then expand to offer services and research on plants, resistance to insects by regions, which soil additives produce the best yields and other similar science-market based data, our existing customers will provide a ready base of demand for the new services and capabilities. Management believes that this will result in a lower cost of obtaining new customers for the new services and will give us a competitive advantage against companies offering only one or a small number of the capabilities, services and products we will offer.

Farm Implements and Nutrient Products

Strategy and Objectives

Our goal is to become a preferred provider of agricultural and horticultural products to hemp and marijuana growers and processors. We are targeting small and medium sized commercial growers as well as the hobby farmers prevalent in many areas with recently legalized hemp and marijuana industries. We intend to continue our expansion by building distribution relationships with manufacturers of products that fit in our catalog, and by acquiring rights to manufacture and sell compatible products when those opportunities occur. In the longer term, we intend to open physical warehouse and retail locations on the east and west coasts of the United States and eventually in a central U.S. location in order to optimize logistics for our product sales and distribution efforts. As we build our product lines, we are focused on becomingintend to become a one stopone-stop shop for the hemp and marijuana growers looking for ways to improve yield and reduce costs of harvest and processing.

Products

The Company’s products currently consist of the debudder line, soil and soil additive products, and additional tools and implements used in cultivation and harvesting of crops, primarily focused on the hemp and marijuana sectors.

Business Concentration.

In the period ended May 31, 2020,2022, our business in the Debudder product line was concentrated with 34%96% of our debudder sales going to one customer. Our soils product sales are concentratedfour customers. We expect significant changes in two customers, one representing 47%the sources of our revenues in the coming periods and the other representing 22%business concentrations for the period ended May 31, 2022, may not reflect future results.

Competition

With our expansion into the vertically integrated cannabis space through our investment in PPK, we will be subject to competition for a wide range of total soil sales, respectively.

Competition

At this point in our development,industry participants, and we believe our competitors are those companies that are acting as product aggregators and distributors of products similarexpect competition to ours. To date, the hemp industry (primarily relating to CBD oils) and the cannabis industry, have been fragmented and chaotic with large numbers of small and medium sized companies attempting to develop products and then working to gain a toeholdintensify in the burgeoning market for those products. Productscoming periods. We are currently offeredevaluating our sources of direct competition in the California, Colorado, Oklahoma, and South Dakota markets where MJHI and PPK are currently operating and will report on Amazon, E-Bay,competition experienced as we develop our history of selling products in these regions.

In our sector of farm implements and company specific web sites andnutrient products, the competition for consumer attention is extreme. A few larger companies have reached critical mass in terms of brand awareness and market reach, but these companies are focused on selling consumer-oriented products which utilize the CBD oils and other elements of the hemp and cannabis crops.

The direct competition for distribution of the “picks and shovels” needed by the small growers is significantly less congested. There are some retail offshoots from brick and mortarbrick-and-mortar businesses like hydroponics shops that offer a range of tools and implements similar to the Company’s product offerings, and these businesses are likely to compete directly with the Company’s offerings. To date we are not aware of any large nationally recognized distributors of like products, and we are attempting to position ourselves as a player at the national level.level through online sales. There are significant hurdles to accomplishing this objective, most significantly, availability of capital to build and maintain the online information needed for a comprehensive “one-stop-shop” offering. If we are unable to find the necessary capital to build our product lines and our online presence, we are likely to face increasing competition as other players enter the market. This could have a negative impact on our ability to grow our revenues and compete effectively in the future.

Competitive Advantages

We believe our competitive advantage isadvantages are derived from our ability to pursue opportunities when and where we find them without getting bogged down in the bureaucracy that a larger and more diverse business might face. As a small publicly traded company, we are able to move quickly, rapidly negotiate and document licensing and distribution agreements, and when appropriate, acquisitions. Upon completion

With the acquisition of this registration statement,our interest in PPK and the Country Cannabis Brand, and our desire to increase our ownership of PPK to a majority position (up to 100%), we are also now seeking competitive advantages in our market areas by expanding the brand pool available to MJHI and PPK for distribution through our growing sales force. By adding brands, including Chronic, Sublime, Weedsy and BLVK, MJHI and PPK are providing additional products to offer dispensaries as a one stop shop. We expect that this will generate increased order size per sales visit and a more active trading market will developreduction of selling cost per product across our entire distribution network.

Marketing and Distribution

Our business model now includes marketing of products to wholesale customers and actively seeking new business opportunities for expansion.

A significant part of our sharescurrent business model involves manufacture and that will further enhancedistribution of products to wholesale customers, consisting primarily of dispensaries. In order to effectively sell to these wholesale customers, MJHI and PPK have and are growing our sales force for each location/area, broken down primarily by each state in which we operate. This allows our sales teams to become familiar with the laws and regulations governing cannabis sales in their state of operation and allows each team to get to know the markets, customers, and demographics of the users. Our Brand Portfolio gives each dispensary the ability to offer shares as parttailor its orders to meet the demands of the consideration package we can propose to the companies controlling attractive technologies, productsits retail customers in terms of product type, price point, and capabilities.brand recognition. We believe there is value in calling on our customers and face-to-face visits, but we also maintain an online store and information site to provide customers with that avenue or shopping if desired.

In order to keep a more active trading market will develop based on the increased poolsteady stream of available free trading shares, the fact thatacquisition prospects and brands, we will then be a reporting company under Section 15(d) of the Exchange Act, and the fact that our shareholders may be better able to set up accounts at brokerage houses due to the availability of the Prospectus and the information contained therein. No assurances can be given that such an active market will actually develop, or that the price of our sharesare actively searching for business opportunities in the market will be maintained at any specific price level. If no market develops or the pricecannabis industry. Our searches are done through word of our shares in the market is not attractive, our ability to raise additional funds at acceptable prices and our ability to utilize stock for future acquisitions may be negatively impacted and our ability to execute our business plan could be affected.

Marketing & Distribution

Currently, we market our business primarily throughmouth, attendance at trade shows and keeping a very close eye on developmentsindustry events, and by monitoring the activities in the hemp and cannabis industries.our states of operations. When we identify an interesting prospect, our CEPCEO reaches out personally to the management team of the prospect to see if there is a basis for furthering discussions. Our management team also has a long history in the industry and large networks of contacts that canwhich provide word of mouth connections to other interestingleads on business prospects. Collectively, we believe we will be able to capitalize on these various connections to build a dynamic and broad-based business selling agricultural and horticultural tools and implementsproducts to our customers in the hempcannabis space.

Historically, our product offerings have been limited to the debudder product line and cannabis space. Inadditional soil enhancement products that we distribute for other manufacturers. We will continue to develop these capabilities as resources allow. Our primary marketing method for the longer term,existing products is through our online shopping site. and through a small number of distributors that offer the debudder products to their customers. We do not expect the debudder to be a significant contributor to revenues or profits in the foreseeable future, but we intend to pay close attentioncontinue our efforts to other needs of our customers and to meet those needs at the appropriate time with new offerings of products and services, including sales of hemp plant clones and CBD oil extraction services. If we can help our customers succeed and grow the marketbusiness.

Manufacturing

Vertically Integrated Cannabis Operations. Through our agreements with Dragon Originals in Colorado and Satellite DIP LLC in California, we are now actively engaged in manufacturing, packaging and distribution of cannabis products in Cathedral City, California and in Denver Colorado through a sub operation agreement with PPK. Our close relationship with PPK has allowed us to supplement our manufacturing knowledge and experience with the expertise gained by PPK through many years of hands-on manufacturing, product development, quality control and packaging of similar products. Both the Colorado and California locations were start-ups requiring equipment set-up, training, process creation, and adjustments of manufacturing systems. Both locations are now producing high quality products for sale and our products willmanufacturing processes continue to expand.improve as our workforces becomes more seasoned and as our familiarity with the manufacturing equipment increases. We expect to continue building our integrated systems in conjunction with PPK and are focused on adopting best manufacturing practices where feasible.

Manufacturing

Farm Implements and Nutrient Products.We are not currently manufacturing any products in our own facilities. We rely on third party manufacturers for our production runs, and currently have relationships with third party companies for the manufacturing our products, primarily with Chinese companies. We are monitoring the China tariff situation closely and will take appropriate steps to find new contract manufacturing capabilities in other countries should the China tariffs cause a significant impact on our business. Management believes that alternative manufacturers are available, both in the United States and in other industrialized nations, but it is likely that such other sources of manufacturing would only be available at increased cost. Given current gross margins on the debudder line, an increase in costs may impact the long-term viability of the debudder product line. The molds used to manufacture our products were built by Eco Molding Co., Limited in Guandong, China. We own the molds, but it is our understanding that the molds may not be transferred out of China. Consequently, if an alternate manufacturer outside of China becomes necessary, we may be forced to incur the cost of a new mold, which could further affect the viability of the debudder product line. We do not currently have any outstanding contracts with Eco Molding for production of our product and have historically operated on the basis of purchase orders. Our last order for product was for 10,000 units of the Debudder Edge product. We received our final shipment of these units during the year, and they are currently held in inventory for sale to customers. At current inventory and sales levels, we expect that another product order will be necessary in the latter half of 2023.

Intellectual Property

Our intellectual property consists of business trade secrets regarding methods of operation, product formulations, and asbusiness practices. This category is applicable across all sectors of September 10, 2020, Eco Molding was holding 2,640 units pending our shipping instructions. We intend to ship the remaining productbusiness, is not protected by patent or other intellectual property laws, and is held in confidence by Eco Molding to the locations where product demand can be filled at lowest cost. When inventory levels reach the reorder point, we intend to place additional purchase orders with Eco Molding.our employees by agreement.

Intellectual Property

Currently,In the farm implements sector, we have two design patents, and several foreign patents covering our debudder products. The United States Patent and Trademark Office (“USPTO”) issued our patents on October 8, 2019. Design Patent D862180 covers the original Debudder Bucket Lid, and Design Patent D862281 covers the Debudder Edge.

Our business strategy will continue to focus on intellectual property protections when appropriate. As we research additional products to include in our product catalogue, we include an analysis of the level of protection that is available for such product as an element of our decision to pursue licensing or distribution of that product. Our preference is to license or distribute products that have intellectual property protections, either because of patent pending or patented status, or as a result of trade secrets.

We also own the domains for mjhi.com, mjharvestinc.com, and procannagro.com. We utilize mjhi.com as our primary domain, website address, and e-mail server address. Procannagro.com is our online shopping site and web-based sales tool. Mjharvestinc.com is being phased out in favor of mjhi.com but will likely be retained to protect against confusion caused by third party use if we were to abandon the domain and it became available for others.

Government Regulation

We do not intendThe United States federal government regulates drugs in large part through the Controlled Substances Act, or CSA. Marijuana, which is a form of cannabis, is classified as a Schedule I controlled substance. As a Schedule I controlled substance, the federal Drug Enforcement Agency, or DEA, considers marijuana to harvest, distributehave a high potential for abuse with no currently accepted medical use in treatment in the United States (except as disclosed below for epilepsy and related syndromes) and a lack of accepted safety for use of the drug under medical supervision. According to the U.S. federal government, cannabis having a concentration of tetrahydrocannabinol, or sell plant-based hemp or cannabis products unless or until they are legalized at the state and federal levels. Our current business model involves salesTHC, greater than 0.3% is marijuana. Cannabis with a THC content below 0.3% is classified as hemp.

The scheduling of tools and implements that are used in agricultural and horticultural applications for growingmarijuana as a variety of plants, including cannabis. IfSchedule I controlled substance is inconsistent with what we knowingly sell our products to a cannabis grower, we could be deemedbelieve to be participating inwidely accepted medical uses for marijuana cultivation, which remains illegal underby physicians, researchers, patients, and others. Moreover, as of July 29, 2022, and despite the clear conflict with U.S. federal law, and exposes us to potential criminal liability, with the additional risk that our properties could be subject to civil forfeiture proceedings.

As of August 2019, growing and processing hemp has been legalized at the federal level and at least six states have adopted regulations relating to the hemp industry, and at least 47 states have enacted legislation to establish industrial hemp cultivation and production programs. Thirty-three states and the District of Columbia allow its citizens to use medical marijuana. Voters in 10 additional37 states and the District of Columbia have legalized cannabis for adult recreational use. Other states are considering legalization, eithermarijuana for medical use, while 19 of those states and the District of Columbia have legalized the adult-use of cannabis for recreational purposes.

As further evidence of the growing conflict between the U.S. federal treatment of cannabis and the societal acceptance of cannabis, the FDA on June 25, 2018, approved Epidiolex. Epidiolex is an oral solution with an active ingredient derived from the cannabis plant for the treatment of seizures associated with two rare and severe forms of epilepsy, Lennox-Gastaut syndrome and Dravet syndrome, in patients two years of age and older. This is the first FDA-approved drug that contains a purified substance derived from the cannabis plant. In this case, the substance is cannabidiol, or for both medical and recreational use. TheCBD, a chemical component of marijuana that does not contain the psychoactive properties of THC.

Marijuana is largely regulated at the state level in the United States. State laws legalizingregulating marijuana use are in conflict with the Federal Controlled Substances Act,CSA, which makes marijuana use and possession illegalfederally illegal. Although certain states and territories of the United States authorize medical or adult-use marijuana production and distribution by licensed or registered entities, under United States federal law, the possession, use, cultivation, and transfer of marijuana and any related drug paraphernalia is illegal. We are compliant with the applicable state and local laws in states where we do business, but strict compliance with state and local laws with respect to cannabis may neither absolve us of liability under United States federal law nor provide a defense to any federal criminal action that may be brought against us.

In 2013, as more and more states began to legalize medical and/or adult-use marijuana, the federal government attempted to provide clarity on the incongruity between federal law and these state-legal regulatory frameworks. Until 2018, the federal government provided guidance to federal agencies and banking institutions through a series of DOJ memoranda. The most notable of this guidance came in the form of a memorandum issued by former U.S. Deputy Attorney General James Cole on August 29, 2013, which we refer to as the Cole Memorandum.

The Cole Memorandum offered guidance to federal agencies on how to prioritize civil enforcement, criminal investigations and prosecutions regarding marijuana in all states and quickly set a standard with which marijuana-related businesses must comply. The Cole Memorandum put forth eight prosecution priorities:

On January 4, 2018, former United States Attorney General Sessions rescinded the Cole Memorandum by issuing a new memorandum to all United States Attorneys, which we refer to as the Sessions Memo. Rather than establishing national level. The prior administration (President Obama) effectivelyenforcement priorities particular to marijuana-related crimes in jurisdictions where certain marijuana activity was legal under state law, the Sessions Memo simply rescinded the Cole Memorandum and instructed that “[i]n deciding which marijuana activities to prosecute... with the [DOJ’s] finite resources, prosecutors should follow the well-established principles that govern all federal prosecutions.” Namely, these include the seriousness of the offense, history of criminal activity, deterrent effect of prosecution, the interests of victims, and other principles.

Merrick Garland was confirmed to serve as Attorney General in the Biden administration. US Attorney General Merrick Garland currently has no plans to reinstate the Cole Memo or pass new legislation.

Garland stated in April 2022 that it is notcannabis prosecutions are “not an efficient use of resources given the opioid and methamphetamine epidemic that we have,” indicating that the Biden Administration has no intention of repealing Sessions’ memo. While he has made it increasingly clear that he and his administration have no plans of federally prosecuting cannabis users, decriminalization has come to direct lawa stagnant point in federal law enforcement agenciespolicy, although efforts at federal legalization continue.

While the Cole Memorandum will be informally adhered to prosecute those lawfully abiding by state-designated laws allowingand treated as precedence, there are no confirmed efforts to recodify the useDOJ’s official legal stance on cannabis law. Both Republicans and distribution of medical marijuana. However, the Trump administration has indicated the potentialDemocrats are currently pushing for stricter enforcement of the marijuana industry at thecomprehensive federal level, butreform. Bipartisan congressional groups have even put forth a bill aiming to dateamend current legislation and model cannabis regulation after existing alcohol regulations. 

Nonetheless, there has been very little in terms of action. There is no guarantee that state laws legalizing and regulating the Trump administrationsale and use of marijuana will not be repealed or future administrationsoverturned, or that local governmental authorities will maintainnot limit the low-priority enforcementapplicability of state laws within their respective jurisdictions. Unless and until the United States Congress amends the CSA with respect to marijuana (and as to the timing or scope of any such potential amendments there can be no assurance), there is a risk that federal lawsauthorities may enforce current U.S. federal law. Currently, in the marijuana industry that was adoptedabsence of uniform federal guidance, as had been established by the Obama administration. The Trump administration or any new administration that follows could change this policy and decide to enforce the federal laws strongly. Any such change in the federal government’sCole memorandum, enforcement of current federal laws could cause significant financial damage to our business and our shareholders.priorities are determined by respective United States Attorneys.

We are not aware of other specific Governmental Regulationsgovernmental regulations that impact our business. We do, however, utilize Chinese vendors for manufacturing a significant portion of the products we sell. To the extent that tariffs are imposed on imported goods manufactured in China, our pricing structure and acceptance in the marketplace may be affected. We currently stock our products through distributors in foreign countries when appropriate and ship direct from our manufacturer to the foreign distributor when such can be done at a cost savings. We willintend to continue to explore ways that we can hold our costs down on the products we sell in order to minimize price sensitivity concerns with our customers.

Environmental Laws

We are not aware of any environmental laws that would limit our ability to conduct our current sales and distribution activities in their present form.

Organization Within Last Five Years

We were originally incorporated under the name HealthGuard International Marketing Corporation, in the State of Nevada on August 15, 2002. At the time we operated under the name HealthGuard International Marketing Corporation, no business was conducted. In 2003, the Company entered into a reverse takeover transaction with a Japanese Investment Group engaged in the business of gaming. After completing the reverse takeover, the Japanese Investment Group failed to implement its business plan, and ceased having any contact with the shareholders of the Company. As a result, the Company was dormant until June 27, 2011 when Jerry Cornwell, our president and one of our Directors, took legal action to obtain the appointment of a custodian to regain control over the Corporation. On August 15, 2011, the Corporation held a meeting, with the Custodian acting on behalf of the Japanese shareholders and approved a private offering of a control block of stock to a new investor. On September 18, 2011 the District Court of Clark County, Nevada entered an order cancelling all of the shares issued to the Japanese Investment Group. The result of this action was to cede control of the Company to the new investor. In late September, the Company undertook a one for ten reverse stock split of its total shares outstanding, reorganized the Company under the name EM Energy, Inc., and began seeking oil and gas properties for development.

In late 2017, the Board reevaluated the oil and gas development efforts and elected to reorganize again to focus on distribution of agricultural and horticultural implements used by farmers and hobbyists around the world. The Company has acquired the rights to the DeBudder product line, including the DeBudder Bucket Lid and the DeBudder Edge, and continues to seek other products for distribution through its distributor relationship and its distribution web site located at www.procannagro.com. In 2018, the Company changed its name to MJ Harvest, Inc. and amended and restated its articles of incorporation to reflect the reorganized business direction. The Company also changed its stock symbol to MJHI (formerly RZPK).

These changes were affected in order to make our corporate name and ticker symbol better align with our short-term and long-term business focus. Our current, short-term goals will focus on building our product portfolio while we expand our product salesoperations to participate more directly in the cannabis and buildhemp industries, and become a vertically integrated grower, harvester, processor, manufacturer, and distributor of cannabis and hemp products, we will likely be subject to environmental laws, including water usage, recycling, waste disposal, and similar regulations that will vary depending on the location of our distribution platform and brand underfacilities. We intend to address the www.procannagro.com website.impact of such environmental regulations when we have a specific use case to evaluate.

General Development of our Business

Our long-term plan is to increase our ownership position in PPK, grow our cannabis manufacturing and distribution businesses in Colorado and California, and acquire a hempadditional cannabis extraction, manufacturing and distribution facilities and grow operationoperations where we can usedevelop additional products, build our brands, research the effectiveness of such products in a real world settingsettings, and provide concrete examples of the effectiveness of the toolsproducts to our customers. This step will also allow us to expand operations into biomass production, processing, and sale of products containing CBD from hemp (no or very low THC content). and CBD.

We are currently looking at alternativesalso intend to speed up this aspectfocus on expansion of our business plancannabis operations into new states and regions through acquisitionour relationship with PPK and PPK’s ability to expand through tribal relationships under the auspices of an existing grow operation, but to date, we have not found the right opportunity. Assuming that we achieve our long-term goal of developing or acquiring a hemp grow operation, we also believe that it will position us well should marijuana be legalized at the federal level or the regulatory climate changes to allow legal grow operations in the cannabis space. FSST.

We can offer no assurances that we will be able to accomplish any portion of our long-range vision.

Employees

As of September 10, 2020, we have no employees. AllPrior to the Colorado and California acquisitions, all of our activities areday-to-day tasks were outsourced to consultants and independent contractors who provideprovided services to us as needed and as directed by our Chief Executive Officer. With the Colorado and California acquisitions, as of September 23, 2022, we have fifteen total employees of whom are full-time, and all of whom work in our California facility. We have outsourced operations of our Colorado location to PPK and PPK employs five workers at that location. We also have five contractors regularly providing services to the Company.

Day to day operations are managed by our Chief Executive Officer and our Chief Financial Officer, and their activities are monitored by our Board of Directors. As business activities require and capital resources permit, we willintend to hire additional employees to fulfill our company’sCompany’s needs.

Facilities

The Company doeshas manufacturing facilities located at 4093 Jackson Street, Denver, CO 80216 and, as of July 2022, 68350 Commercial Road, Cathedral City, CA 92234. Both locations are leased and are considered adequate for the commercial manufacturing operations conducted there. Neither location has equipment that is owned or leased by us that is material to our manufacturing operations as of yearend. We do not currently havemaintain any physical facilities. Eachprincipal executive offices for the Company.

In addition, each of our officers and directors and regularly retained contractors operate out of home or virtual offices and weoffices. We are able to meet remotely as needed. OurIn our farm implement and plant nutrients business segment, our physical products are placed at third-party fulfillment centers and are shipped direct to our customers by the fulfillment centers or drop shipped directly from the manufacturers (onmanufactures of the products where we act as distributor. We expect that physical space will not be required until we experience additional growth and our needs for inventory storage expand.distribute.

COVID-19

In March 2020, COVID-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 May 31, 2020 and through the date of filing of this Form 10-K, the disruption did not materially impact the Company’s financial statements.

The effects of the continued outbreak of COVID-19 and related government responses have and 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 September 10, 2020,23, 2022, there were no material adverse impacts to the Registrants’our 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 May 31, 2020.2022.

Item 1A. Risk Factors

Not required.As a smaller reporting company, we have elected not to provide the information required by this item.

Item 1B. Unresolved Staff Comments.

None

Item 2. Properties

We currently lease two properties for manufacturing our products. One in Denver, Colorado. and the other in Cathedral City, California. We believe these facilities are in good condition and are suitable for the conduct of our business.

Item 3. Legal Proceedings.

WeThe Company and PPK are not a party to any materialplaintiffs 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 proceedings, and, tofees. The motion for summary judgement is currently pending before the best of our knowledge, no such legal proceedings have been threatened against us.Court.

Item 4. Mine Safety Disclosures.

Not Applicable.

Not Applicable.

Part II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock began tradingwas quoted on the OTCQB marketbeginning on February 20, 2020, under the symbol “MJHI.” Previously, the Company’s common stock tradedwas quoted on the OTC Pink market.Pink.

Holders of Record

On September 10, 2020,23, 2022, there were 12144,854,737 shares of common stock held by 128 holders of record, of our common stock, as reported by the Company’s transfer agent. In computingCertain shares are held in “nominee” or “street” name and accordingly, the number of holdersbeneficial owners of record, each broker-dealer and clearing corporation holdingsuch shares on behalf of its customers is counted as a single stockholder.not known or included in the foregoing number.

No Dividends

No dividends have ever been paid on our securities, and we have no current plans to pay dividends in the foreseeable future.

Equity Compensation Plan

None.We did not have an equity compensation plan at May 31, 2022.

Transfer Agent

Pacific Stock Transfer Co., Inc., 6725 Via Austi Parkway, Las Vegas, NV 89119, telephone (702)-361-3033, serves as the transfer agent and registrar for our common stock.

Recent Sales of Unregistered Securities

The following tables include all unregisteredThere were no unreported sales of registered securities for the last fiscal years ending May 31, 2020 and 2019, respectively.year.

All issuances were made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). To make that determination on the availability of Section 4(a)(2) of the Act, we relied on the representations of the purchasers contained in the consulting agreements signed by the purchasers and the fact the consultants, although not employed by the Company, were familiar with the company, its operations and its management. The shares received were restricted securities.

Special Sales Practice Requirements with Regard to “Penny Stocks”

To protect investors from patterns of fraud and abuse that have occurred in the market for low priced securities commonly referred to as “penny stocks,” the SEC has adopted regulations that generally define a “penny stock” to be any equity security having a market price (as defined) less than $5.00 per share, or an exercise price of less than $5.00 per share, subject to certain exceptions. Our stock is subject to the “penny stock” regulations during periods in which the price is below $5.00 per share. During any such periods, broker-dealers selling our common stock are subject to additional sales practices when they sell our stock to persons other than established clients and “accredited investors.” For transactions covered by these rules, before the transaction is executed, the broker-dealer must make a special customer suitability determination, receive the purchaser’s written consent to the transaction and deliver a risk disclosure document relating to the penny stock market. The broker-dealer must also disclose the commission payable to both the broker-dealer and the registered representative taking the order, current quotations for the securities and, if applicable, the fact that the broker-dealer is the sole market maker and the broker-dealer’s presumed control over the market. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Such “penny stock” rules may restrict trading in our common stock and may deter broker-dealers from effecting transactions in our common stock.

Item 6. Selected Financial Data[Reserved]

Not Applicable. The Company is a “smaller reporting company” and not subject to the Selected Financial Data requirement of Item 6.

Item 7. 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 difference 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; and worldwide political stability and economic growth. The words “believe,” “expect,” “anticipate,” “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.

Year Ended May 31, 2022 compared with the Year Ended May 31, 2021

Results

The narrative comparison of Operationsresults of operations for the years ended May 31, 2022 and 2021 is based on the following table. The table includes information on continuing operations, non-operating expenses and discontinued operations, which are discussed below.

FiscalRevenues in the year ended May 31, 20202022 increased when compared to the same period in 2021. The increase is largely attributable to an intensified sales effort for Debudder products in conjunction with a move of our inventory to a new fulfillment center in California. In anticipation of the move, our sales force reached out to customers with incentives to avoid having to move the inventory and the incentive program was successful in generating a short-term increase in Debudder sales. We do not anticipate that the short-term increase in Debudder sales will be sustainable, and we expect to see a decrease in sales of farm implements and plant nutrients in the fiscal year ended May 31, 2019

Results of Operations

Summary of Results of Operations. Since2023. In the current fiscal year, the Company adopted its current business focus onalso generated $25,352 in sales of agriculturalcannabis products at our Colorado facility. The Colorado facility was newly opened in our fiscal fourth quarter and horticultural implements to hemp andwas in the very early stage of commencing sales activities. We expect a slow ramp up of sales of cannabis growers,products through the Company has incurred net losses from operations. Duringremainder of calendar year 2022. Additional information on our operations is included below.

Cost of revenues as a percentage of sales increased in the period, the Company has acquired the debudder product line, built an international distributor network, established an online presence for marketing products, acquired the Weed Farm Supply domain and distribution agreements, and incurred staffing, infrastructure and sales and marketing expenses intended to provide a solid base for growing operations in coming periods. This process took longer than anticipated. The Management team spent considerable time and effort in identifying, researching and negotiating with a number of candidates for acquisitions,year ended May 31, 2022, when compared with the expectation that one or more acquisitions could be completedsame period in a timely manner. These potential acquisitions2021. The increase is attributable to the costs incurred in our Colorado and California operations. In our fiscal fourth quarter, we incurred operating costs associated with setting up and documenting our manufacturing processes and producing test batches of products to verify our systems were generating expected results at our Colorado and California facilities. During this phase, we did not comeproduce significant quantities of product for resale. The production expenses of the test batches were, however, recorded as manufacturing costs. We expect margins to fruition,improve on our cannabis product lines in the coming periods as our manufacturing processes are standardized and our need to run test batches and adjust processes decreases.

Other operating expenses increased in the year ended May 31, 2022, compared with the same period in the prior year. The increase was primarily due to unrealistic valuations expected by the target opportunity management teams. As a result, management has stepped backan increase in officer and director compensation resulting from the acquisition focus and is now aggressively pursuing sales growth by increasing marketing of our existing products and expansion of our product linesboard of directors and contracting with Randy Lanier, a new director, to represent the Company as Brand Ambassador. We also incurred significant promotion and advertising costs during the current year, primarily for investor relations services. General and administrative expenses increased due to our decision to further develop our cannabis business through distribution agreements and product licensing. We will revisit the acquisition opportunities if and when the Company’s shares are more actively traded. In the meantime, management will focus on growing sales of the productsColorado and California facilities and the attendant costs of setting up geographically disbursed manufacturing operations.

Net loss from operations increased in 2022 compared with 2021. The increase in the net loss is attributable to the factors identified above.

Non-operating Expenses.

Non-operating expenses decreased in 2022 compared with 2021. In 2021, we have.incurred $2,906,000 in financing costs associate with a debt financing for operating capital. The notes payable giving rise to the financing fees were paid off in March 2022. Financing fees incurred in the year ended May 31, 2022 were $227,756. Interest expense increased due to notes payable being outstanding for the entire fiscal year as opposed to three months in the year ended May 31, 2021.

Operating Loss; Net Loss. In the year ended May 31, 2020, the Company generated2021, we also incurred a net loss from operations$592,800 impairment on our investment in PPK. There was no impairment of $1,963,675 compared to a net loss of $956,541this investment in the year ended May 31, 2019. The increase in net loss from operations is detailed below.current year.

RevenueDiscontinued Operations.

Our revenues in the year ended May 31, 2020 increased to $327,891 from $72,654 in the year earlier period, and after taking cost of goods sold into account, generated $118,229 in gross profit during our 2020 fiscal year compared to $48,057 in 2019. Our operational energies in 2020 were focused on building the distribution network, establishing the distribution centers and logistics for international distribution of product, and building an online presence for selling our products. That effort is largely in place now and we expect to see continuing increases in sales in the coming periods.

Officer and Director Compensation Expenses

Officer and director compensation expenses increased to $708,000 for the year ended May 31, 2020 from $358,842 for the year ended May 31, 2019. In the year ended May 31, 2020, the management team was in place for the full year and operating according to the adopted business plan. Each of the officers and directors is compensated wholly or partially in shares of common stock, and this non-cash considerations for services increases the cost to2021, the Company incurred a $14,151 loss on discontinued operations of hiring and retaining executive management capable of executing thea business plan.acquired from Elevated Ag Solutions, Inc. in 2020.

General and Administrative Expenses

General and administrative expenses increased from $84,277 forIn the year ended May 31, 20192022, the Company expanded its operations to $84,779 forfocus on farm implements and plant nutrients and cannabis manufacturing. In the year ended May 31, 2020, the slight increase reflects management efforts to hold general and administrative expenses steady while building the product line and ramping sales.

Professional Fees

Our professional fees and contract services increased during the year ended May 31, 2020 compared to the year ended May 31, 2019. Our professional fees were $531,125 for the year ended May 31, 2020 and $383,392 for the year ended May 31, 2019. These fees are largely related to fees paid for legal and accounting services, along with compensation to independent contractors. The increase in 2020 was primarily the result of increased patent work associated with the debudder product line and additional staffing costs related to expansion of our product lines. We expect these fees to grow steadily as our business expands. In the event we undertake an unusual transaction, such as an acquisition, securities offering, or file a registration statement, we would expect these fees to substantially increase during that period.

Impairment of Intangible Assets

During the year ended May 31, 2020, we reported an impairment of intangible assets of $758,000, compared to $178,137 in the year ended May 31, 2019. A portion of the impairment of patents in 2020 was related to $100,000 in earnout consideration owed upon issuance of the patents on the debudder products. Based on the impairment analysis performed at the time2021, the Company acquiredoperated only the minority interest in G4, the value of the patents was determined to be $150,000farm implements and that value did not increase as a result of the patent issuance. Consequently, the earnout consideration was considered impaired immediately upon payment in common shares issued.plant nutrients business.

Additional impairment expense related to our acquisition of Weed Farm Supply and the associated intangible assets. When we negotiated the Weed Farm Supply transaction, we used an assumed value per share of $0.25 for the 1,400,000 common shares to be issued in the acquisition, or $350,000 in the aggregate for the assets acquired. On the date the transaction was finalized, the shares issuable in the transaction were valued at $0.72 which had the effect of valuing the intangible assets acquired at $1,008,000. The valuation of the assets performed at the time the acquisition was negotiated ($350,000) was considered by management to be the fair value of the assets acquired and the acquisition consideration was considered impaired in the amount of $658,000 as soon as the acquisition was finalized.

Liquidity and Capital Resources

Introduction. During the year ended May 31, 2020, because of our operating losses, we did not generate positive operating cash flows. Our cash on hand as of May 31, 2020 was $32,343 and our monthly cashCash flow burn rate was approximately $30,000. Our cash on hand and our ability to cover recurring cash flow operating expenses was primarily derived from proceeds of officer and director advances. Absent additional advances from our officers and directors, we currently do not believe we will be able to satisfy our cash needs from our revenues for the coming year.

At May 31, 2020, we had cash available of $32,343 and positive working capital of $6,538. Our existing assets and revenue sources will not cover our current monthly negative cash flows from operations. Based on our revenues, cash on hand and current monthly burn rate of approximately $30,000, we will need to continue borrowing from our shareholders and other related parties, and/or raise money from the sales of our securities, to fund operations.

Sources and Uses of Cash

Operations. We had net cash used in operating activities of $271,527 for the year ended May 31, 2020, as compared to $418,931 for the year ended May 31, 2019. During our fiscal year ending May 31, 2020, the net cash used in operating activities consisted primarily of our net loss of ($1,963,675), offset by depreciation of $14,206, share based compensation of $844,176, intangible asset impairment of $758,000, and changes in inventory, deposits, and accounts payable aggregating $75,766. During our fiscal year ending May 31, 2019, the net cash used in operating activities consisted primarily of our net loss of ($956,541), share based compensation of $397,125, intangible asset impairment of $178,137, and ($33,138) cash used for purchases of inventory.

Investing. We had no cash flows from investing activities in the year ended May 31, 2020. We used $69,209 in the year ended May 31, 2019 to acquire an interest in G4 ($50,000) and to acquire fixed assets ($19,209).

Financing. Our net cash provided by financing activities for the year ended May 31, 20202022, was $290,278$726,932 compared with $258,024 in 2021. During the period, our total cash decreased by $82,432. Cash to $498,455fund the negative cash flow from operations was derived primarily from proceeds of notes payable of $1,271,000. The decrease in our cash position at May 31, 2022, is largely attributable to the cash requirements for starting up operations in Colorado and California.

Our historic operations have not been sufficient to support the existing infrastructure, much of which is required in order to maintain public company status. On March 29, 2022, we entered into a senior debt funding transaction that allowed us to pay off an earlier debt financing and provided additional operating capital primarily for start-up operations in California.

We continue to seek out 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. The debt funding matures on May 11, 2023at which time, the principal balance of the note of $2,317,198 plus accrued interest will be due.

We have maintained active operations as a manufacturer and distributor of the Debudder product line since 2018. We do not consider the Company to be a shell company as that term is defined in the Securities Act of 1933, as amended.

The 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 net losses of $2,875,784 for the year ended May 31, 2019. In both years, cash flows from financing activities were derived entirely from related party advances.2022, and had an accumulated deficit of $11,974,041 as of May 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.

Off Balance Sheet Arrangements

None

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

Not Applicable. The Company isAs a “smallersmaller reporting company.”company, we have elected not to provide the information required by this item.

Item 8. Financial Statements

The following financial statements are being filed with this report and are located immediately following the signature page.

Financial Statements, May 31, 20202022 and 20192021

Item 9. Changes in and Disagreements with Accountants on Accounts and Financial Disclosure

NoneNo disagreement or reportable event requiring disclosure under this item has occurred.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of management, including the CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures as required by Exchange Act Rules 13a-15(e) and 15(d)-15(e) as of the end of the reporting period covered by this report.  Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures, including controls and procedures designed to ensure that information required to be disclosed by us is accumulated and communicated to our management (including our CEO and CFO), were effectiveineffective as of May 31, 20202022, and that material information required to be disclosed in this report has been properly recorded, processed, summarized and reported in a timely manner. In making this determination, we reviewed the material weaknesses in internal control over financial reporting and concluded that the direct involvement of the CFO in all aspects of financial reporting addressed this concern.

Management Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system has been designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of our published financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management of the Company has assessed the effectiveness of our internal control over financial reporting as of May 31, 2020.2022. To make this assessment, we used the criteria for effective internal control over financial reporting described in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

As a result of our assessment, we concluded that we have material weaknesses in our internal control over financial reporting as of May 31, 2020.2022. We identified material weaknesses resulting from a lack of segregation of duties, and management override of controls.

We plan to address the material weaknesses identified by adding additional accounting personnel and functions, and by designing additional controls over the documentation and application of technical accounting guidance to our business. We are also reviewing our practices to limit management’s ability to override controls.

Because these material weaknesses exist, management has concluded that our internal control over financial reporting as of May 31, 20202022, is ineffective.

Changes in Internal Controls

There was no change in our internal control over financial reporting during the quarter ended May 31, 20202022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

None.

Part III

Item 10. Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

The following table indicates the name, age, term of office and position held by each of our executive officers and directors. The term of office for each officer position is for one year or until his or her successor is duly elected and qualified by the board of directors. The term of office forJerry Cornwell resigned as a director is for one year or until his or her successor is duly elected and qualified byofficer on March 9, 2022, and no longer has a position with the stockholders.Company.

Certain biographical information with respect to our executive officers and directors.

Patrick Bilton, CEO, Secretary and Director, age 59, manages our product development and product acquisition efforts and is focused on implementing our strategic business direction. Patrick joined MJ Harvest in 2017 as a director and has been instrumental in establishing our existing operations while also seeking to expand our business as opportunities present themselves. Patrick sold his landscape services business in 2007 and after working with the new owners over a three-year transition period, has been, since 2010 to the present, involved as a consultant in construction management, working primarily on luxury and high end residential real estate projects. Concurrently, Patrick has worked as a consultant with other public companies in their business development and merger and acquisition efforts, primarily focused on herbal and plant-based products and derivatives, including Cannabis Sativa, Inc. (symbol(OTCQB: “CBDS”). Patrick brings a wealth of practical experience and a deep understanding of the requirements of growers of hemp and cannabis crops. With Patrick’s guidance, we are developing a portfolio of tools and implements that are used in growing and harvesting crops.

Brad Herr, CFO, age 66, manages our financial reporting functions, provides risk management oversight, and is a key member of the management team working closely with Patrick Bilton to evaluate and structure business opportunities as they arise. Brad is the sole owner of Nexit, Inc., a management services firm though which he offers business consulting services to the public,public. Brad has owned Nexit, Inc. since April 2018. He also served as CFO to SponsorsOne, Inc., another publicly traded company with emerging business opportunities until April 30, 2019. Brad graduated from the University of Montana with a Bachelor of Science Degree in Business Accounting in 1977 and a Juris Doctorate in 1983. In 2005, Mr. Herr received an MBA from Gonzaga University. Brad practiced law for 13 years focusing primarily on business representation and securities law. Brad participated as legal counsel or principal in private and public offerings raising more than $75 million over his career. In 1996, Brad left the practice of law to pursue a career in business. Brad has served as CFO, COO, President and Board Member for a number of publicly traded and private companies over the last 23 years, though other than as set forth herein, he holds no such positions at this time. Brad brings a diverse business development, accounting and legal background to his current positions.

Jerry Cornwell, PresidentRandy Lanier, Director, serves as our brand ambassador and Director, age 81,offers guidance and assistance with our strategic business direction as requested by our CEO, Patrick Bilton. Randy joined MJHI in 2021. Randy’s career has included race car driving where he was the 1986 Rookie of the Year at the Indianapolis 500, the 1984 IMSA GTP Champion, and is currently a high-performance driving instructor. Randy has also worked as a behavioral health technician and treatment advocate, yoga instructor and is also an accomplished artist. Randy brings a wealth of practical experience and a deep understanding of the cannabis industry and has been utilizing his extensive contact list and network of other cannabis professionals to get the word out about MJHI’s vision.

Jason Roth, Director, sits on the Board of Directors for Next Frontier Pharmaceuticals which owns an FDA approved Cannabinoid Drug known as Syndros as well as Next Frontier Beverages based in London England.

Mr. Roth also has served since 1993, the managing memberJune of two Investor Relations companies: XXX Enterprises, LLC dba Bristol Media, Ltd. and Valhalla Financial Group, LLC. The services provided to clients range from initial merger of Microcap OTC companies to NASDAQ listed companies. He was President and2020 as Chief Executive Officer of Pan Environmental CorporationAckrell SPAC I, which recently announced a $904 million merger with Blackstone Products.

Previously, from 1993 until 2000. Forits inception to October 2019 Mr. Roth was Co-Founder and served as Chief Executive Officer and Chairman of the prior ten years, heboard of directors of Mile High Labs International Inc, which was a principalonce one of Corn-Mill Enterprises, a business advisory firm involvedthe world’s largest processors of cannabis. While at Mile High Labs, Mr. Roth grew revenues from zero to nearly $100 million in Mergers/Acquisitions and Capital funding. From 1974 to 1983 the first year of business.

Mr. Cornwell was owner, President andRoth previously served as the Chief Executive Officer of J. A. Cornwell, Inc. a land reclamation and irrigation development firm, with annual revenues of $135 million. In 1982 thelarge scale multi-national device company, was listed #7 on Inc 500 fastest growing Private Companies. Ina founder and served as Senior Vice President, Commercial Director, Compliance Director and Board Member of Brooklands Inc., a medical device OEM/ODM approved by the past 30 years Mr. Cornwell has held positionsU.S. FDA, and was a founder and served as Director and/orChief Executive Officer on at least 10 other public companies, though other than as set forth herein, he does not hold any such positions at this time. He was elected to the Board of Directors by shareholders and appointed as President/CEOChairman of the Company, then operating as Ryozanpaku International, Inc. on October 24, 2010. Jerry currently focuses onboard of directors of Safeguard Medical Technologies, a leading OEM/ODM medical device manufacturer approved by the building an active market forU.S. FDA. Mr Roth holds numerous patents in the Company’s shares and provides assistance in finding and evaluating business opportunities.medical device sector.

David Tobias, Director, age 69, is serving as President of Wild Earth Naturals, Inc., a position he has held since May 2013. In addition, Mr. Tobias is serving as the CEO, president, secretary and director of Cannabis Sativa, Inc. (“CBDS”), a fully reporting company under the Securities Exchange Act of 1934. Mr. Tobias has been a director and officer of CBDS since July of 2013. He also served as the President of Hemp, Inc. from August 2011 to January 9, 2014. Prior to that, from October 2009 until May 2011, Mr. Tobias held the position of Vice President at Medical Marijuana Inc. where he was instrumental in bringing forward and culminating the merger between CannaBank and Medical Marijuana, Inc. Within the last five years, Mr. Tobias has also served as a member of the board of directors for Grow Capital, Inc. (“GRWC”). David’s experience with many aspects of the burgeoning marijuana trade in the United States allows him to focus on business development. His extensive contacts in the cannabis industry yield frequent business opportunities which David refers to Patrick and Brad for a detailed conceptual work-up.

Rich Turasky, Director, has been in the Investment and Finance business for 30 years, investing with both private and institutional investors. He has been the managing partner in more than 100 partnerships. Additionally, as an accomplished entrepreneur Mr. Turasky has been a founding shareholder in more than a dozen operating companies. Most recently Rich was founding shareholder and since 2000 has been a board member of Next Frontier Holdings which recently acquired Benuvia Manufacturing, a leading synthetic pharmaceutical drug developer focused on pharma grade cannabinoids and psychedelics. Mr. Turasky, through Next Frontier Holdings, has also recently been a founding shareholder in various SPAC and reverse merger transactions worth nearly $2 billion.

There are no family relationships between Mr. Roth or Mr. Turacsky and any other director, executive officer or person nominated or chosen by the Company to become a director or executive officer. Except as disclosed under Item 1.01 above, there have been no transactions prior to the date of his appointment involving Mr. Roth or Mr. Turasky, or which are anticipated, that would require disclosure under Item 404(a) of Regulation S-K. As owners of Flight Venures, they will receive the compensation disclosed above under Item 1.01

Family Relationships

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

Term of Office

The term of office of each director is one year and until his or her successor is elected at the annual stockholders' meeting and is qualified. Directors are also subject to removal by the stockholders.  The term of office for each officer is for one year and until his or her successor is appointed by the board of directors and is qualified. Officers are also subject to removal by the board of directors.  Patrick Bilton was appointed Chief Executive Officer of the Company on January 1, 2018. Brad E. Herr was appointed Chief Financial Officer on March 24, 2018. Jerry Cornwell has been a director since November 3, 2011 and David Tobias has been a director since November 3, 2017.

Board of Directors

Our board of directors consists of threefive persons. NoneTwo of our current directors, Jason Roth and Rich Turasky, are "independent" within the meaning of Rule 5605(a)(3) of the NASDAQ Marketplace.  The other directors are not independent by virtue of their position as an officer of the Company or their ownership of more than 10% of the Company’s outstanding shares.

Our board of directors designated an audit committee to be comprised of two independent directors. At this time, the Company only has no independent directors and does not haveappointed an independent "financial expert" to serve on the audit committee. As a result, the Company is not able to designate an audit committee and the function of the audit committee is currently being performed by the entire Board.

The board of directors has designated a compensation committee comprised of two independent directors.  At this time, the Company only has nonot appointed independent directors. As a result,directors to the Company is not able to designate a compensation committee and the function of the compensation committee is currently being performed by the entire Board.

The Company does not have a standing nominating committee and the Company's Board of Directors performs the functions that would customarily be performed by a nominating committee.  The Board of Directors does not believe a separate nominating committee is required at this time due to the limited resources of the Company.  The Board of Directors has not established policies with regard to the consideration of director candidates recommended by security holders or the minimum qualifications of such candidates.

Director Meetings

Generally, theThe Company’s Board of Directors met quarterlytelephonically as needed during the years ended May 31, 20202022 and 2019. Additional2021. No regular meetings were called or consentedare scheduled, and the Board members have been available by phone on short notice when Board action has been required. Most actions are accomplished without a meeting and each director consents to by the Directors as needed. At every meeting every director was in attendance or consented to the actions taken.taking action without notice. In the year endedending May 31, 2021,2023, meetings will again be held at least quarterly and more often ifas needed. Actions may also be taken without formal meeting by consent signed by each of the directors. In light of the COVID-19 Pandemic, the Board intends to conductcontinue conducting meetings remotely until further notice.

Communications with Directors

Stockholders may communicate with the Board of Directors by sending written communications addressed to the Board of Directors, or any individual director, to: MJ Harvest, Inc., Attention: Corporate Secretary, 9205 W. Russell Road, Suite 240, Las Vegas, NV 89139. All communications will be compiled by the corporate secretary and forwarded to the Board of Directors or any individual director, as appropriate. In order to facilitate a response to any such communication, the Company’s Board of Directors suggests, but does not require, that any such submission include the name and contact information of the shareholder submitting the communication.

Code of Ethics

We have not adopted a Code of Ethics that applies to our executive officers, including our principal executive, financial and accounting officers. We do not believe the adoption of a code of ethics at this time would provide any meaningful additional protection to the Company because we have only two executive officers and threefive directors and our business operations are not complex.

During the past ten years none of our directors, executive officers, promoters, or control persons was:

Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

We are not currently subjectOn February 5, 2021, we voluntarily filed a registration statement on Form 10 to register our common stock as a class. The registration went effective on April 6, 2021, requiring the filing of a report on Form 3 by persons designated under Section 16(a) of the Exchange Act as we do not haveAct. Timely filing of the Form 3 was made by Mr. Herr and late filings were made by Messrs. Bilton, Cornwall, and Tobias. The following table sets forth the persons who failed to file on a class of securities registeredtimely basis required reports under Section 12(b) or 12(g)16(a) for the year ended May 31, 2022, and the number of late reports, the Act.number of transactions that were not reported on a timely basis, and any known failure to file the required report:

Item 11. Executive Compensation

The following table sets forth certain information regarding the annual compensation paid to our principal executive officer and principal financial officer in all capacities for the fiscal years ended May 31, 20202022 and 2019.2021, and each executive officer other than the principal executive officer whose total compensation exceeded $100,000.  No other person served as an executive officer of the Company or received total annual compensation from the Company in excess of $100,000 other than as set forth in the table.

SUMMARY COMPENSATION TABLE

All compensation reflected in the above table was paid pursuant to independent contractor agreements between the individuals listed and the Company. All stock awards were also authorized by the Board of Directors as such payments were made. During the year ended May 31, 2022, the salary and fees due Mr. Bilton and Mr. Herr were accrued but not paid due to cash flow constraints. The stock awards due to Mr. Herr were paid by issuance of common stock on a quarterly basis.

We do not have any retirement, pension or profit-sharing plans covering our officers or directors, and we are not contemplating implementing any such plans at this time.

Outstanding Equity Awards

At fiscal year end of May 31, 2021, no named executive officer held any equity award requiring disclosure under this item.

Director Compensation

During the fiscal year ended May 31, 2022, the following compensation was paid to directors, excluding the named executive officers whose compensation is disclosed above:

Our directors are generally issued shares of common stock quarterly for their service on the board of directors.  During the yearsyear ended May 31, 2020 and 2019,2022, the Directorsdirectors were paid $10,000 and $5,000, respectively, each quarter. These amounts were paid in shares of common stock of the Company.Company except for the fees due to Mr. Bilton, which were accrued and recorded as notes payable as of May 31, 2022.

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

The following table sets forth certain information furnished by current management and others, concerning the ownership of our common stock as of September 10, 2020 certainAugust 29, 2022, of (i) each person who is known to us to be the beneficial owner of more than 5% of our common stock; (ii) all directors and named executive officers; and (iii) our directors and executive officers as a group:

This table is based upon information supplied by officers, directors and principal stockholders and is believed to be accurate. Unless otherwise indicated in the footnotes to this table, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of our equity securities ownedcommon stock subject to options, warrants, or other conversion privileges currently exercisable or convertible, or exercisable or convertible within 60 days of recordthe date of this table, are deemed outstanding for computing the percentage of the person holding such option or beneficially by:

The issuer is not awaredeemed outstanding for computing the percentage of any other person. Where more than one person who ownshas a beneficial ownership interest in the same shares, the sharing of record, orbeneficial ownership of these shares is knowndesignated in the footnotes to own beneficially, ten percent or morethis table. As of the outstanding securitiesdate of any class of the issuer, other than as set forth above. The issuer is not aware of any person who controls the issuer as specified in Section 2(a)(1) of the 1940 Act. There are no classes of stock other than common stock issued orthis table, we had 44,854,737 shares outstanding. The Company does not have an investment advisor.

There are no current arrangements which will result in a change in control.

Item 13. Certain Relationships and Related Transactions, and Director Independence

During the year ended May 31, 2020,2022, the Company received additional advances totaling $290,278$257,500 from related party officersMr. Patrick Bilton, Chief Executive Officer and directorsdirector of the Company, to cover operating expenses. In addition, Mr. Bilton deferred payment of his salary and director fees in the aggregate amount of $280,000 which is recorded as payable to related party for services in the financial statements. David Tobias, a director, also advanced $1,000 to the Company in the year ended May 31, 2022. As of May 31, 2020, net2022, total advances from related parties totaled $829,982.$1,821,482. This amount is comprised of $1,150,914 due to Mr. Bilton for advances to the Company, $560,000 due to Mr. Bilton for deferred salary, $81,553 due to Mr. Tobias, a director for advances to the Company, and $29,015 due to Mr. Cornwell, a director for advances to the Company. The Company has not recorded interest on these sumsamounts. On July 8, 2022, the related parties converted an aggregate of $1,971,482 of related party advances and it is likely thatpayables (including $150,000 in accounts payable due to Nexit, Inc., a corporation wholly owned by Brad Herr, the amounts will be repaid inCompany’s Chief Financial Officer) into common stock at a future date.

price of $0.187 per share or an aggregate of 10,542,682 shares.

Approval of Related Party Transactions

Related party transactions are reviewed and approved or denied by the board of directors of the Company. If the related party to a transaction is a member of the board of directors, the transaction must be approved by a majority of the board that does not include the related party.

Item 14. Principal Accounting Fees and Services

The following table presents aggregate fees that were billed or expected to be billed for the fiscal years ended May 31, 2020,2022, and 2019,2021, for professional services rendered by Decoria Maichel & Teague, P.S.Assure CPA LLC.

“Audit Fees” represents fees for professional services provided in connection with the audit of our annual financial statements, review of financial statements included in our quarterly reports and related services normally provided in connection with statutory and regulatory filings and engagements and consents.

“Audit-Related Fees” representFees.” No audit related fees for professional services providedwere incurred in connection with the audit of the financial statements of Presto Corp.years ended May 31, 2022 and 2021.

“Tax Fees” consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.

“Other Fees” consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit Fees,” “Audit-Related Fees,” or “Tax Fees” above.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

It is the policy of the Company for all work performed by our principal accountant to be approved in advance by our audit committee. Currently the Board has not appointed an audit committee does not have the requisite number of independent Board Members. Accordingly,and the functions of the audit committee are now being performed by the Full Board. All of the services described above in this Item 14 were approved in advance by our Board of Directors.

Item 15. Exhibits,Exhibit and Financial Statement Schedules.

(a) Financial Statements

The following documentsfinancial statements are included as exhibits towith this report.report:

(a) Exhibits

(b)       Exhibits

*       Included herewith.

**       As previously filed.

⁽¹⁾ Incorporated by reference to Exhibits 3.1 and 3.2 of the Company’s Form S-1 Registration Statement which was declared effective on January 9, 2020.

⁽²⁾ Incorporated by reference to Exhibit 10.1 and 10.2 of the Company’s current report on Form 8-K dated March 30, 2021.

⁽³⁾ 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 or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document. These files will be added by amendment.

⁽⁴⁾ Incorporated by reference to Exhibit 99.1 of the Company’s current report on Form 8-K dated October 26, 2021.

Item 16. Form 10-K Summary

None

[SIGNATURES ON NEXT PAGE]

SIGNATURES

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

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

MJ Harvest, Inc.

Contents

Report of Independent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Boardstockholders and the board of Directors and Stockholdersdirectors of MJ Harvest, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheetssheet of MJ Harvest, IncInc. (the "Company") as of May 31, 20202022 and 2019,2021, the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for each of the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 20202022 and 2019,2021, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has continuing net losses and accumulated deficit. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditaudits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Assure CPA, LLC

DeCoria, Maichel & Teague, P.S.

We have served as the Company's independent auditor since 2016.

444

Spokane, Washington

September 14, 202023, 2022

 MJ HARVEST, INC.

 CONSOLIDATED BALANCE SHEETS