MJ HOLDINGS, INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

Our Management’s Discussion and Analysis should be read in conjunction with our
unaudited condensed consolidated financial statements and related notes thereto
included elsewhere in this quarterly report.

Forward-Looking Statements

This Quarterly Report contains forward-looking statements and information
relating to us that are based on the beliefs of our management as well as
assumptions made by, and information currently available to, our management.
When used in this report, the words “believe,” “anticipate,” “expect,” “will,”
“estimate,” “intend”, “plan” and similar expressions, as they relate to us or
our management, are intended to identify forward-looking statements. Although we
believe that the plans, objectives, expectations and prospects reflected in or
suggested by our forward-looking statements are reasonable, those statements
involve 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 these
forward-looking statements, and we can give no assurance that our plans,
objectives, expectations and prospects will be achieved. Important factors that
might cause our actual results to differ materially from the results
contemplated by the forward-looking statements are contained in the “Risk
Factors” section of and elsewhere in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2021, and in our subsequent filings with the SEC,
and include, among others, the following: marijuana is illegal under federal
law, the marijuana industry is subject to strong competition, our business is
dependent on laws pertaining to the marijuana industry, the marijuana industry
is subject to government regulation, our business model depends on the
availability of private funding, we will be subject to general real estate
risks, if debt payments to note holder are not made we could lose our investment
in our real estate properties, terms and deployment of capital. The terms “MJ
Holdings, Inc.
,” “MJ Holdings,” “MJ,” “we,” “us,” “our,” and the “Company” refer
to MJ Holdings, Inc., individually, or as the context requires, collectively
with its subsidiaries on a consolidated basis.

Company Overview

MJ Holdings, Inc. (OTCQB: MJNE) is a highly-diversified cannabis holding company
providing cultivation management, asset and infrastructure development –
currently concentrated in the Las Vegas market. It is the Company’s intention to
grow its business and provide a 360-degree spectrum of infrastructure,
including, cannabis cultivation, production of cannabis related products,
management services, dispensaries and consulting services. The Company intends
to grow its business through joint ventures with existing companies possessing
complementary subject matter expertise, acquisition of existing companies and
through the development of new opportunities. The Company intends to “prove the
concept” profitably in the rapidly expanding Las Vegas market and then use that
anticipated success as a template for replicating the concept in other
developing states through a combination of strategic partnerships, acquisitions
and opening new operations.

Current Initiatives include:

  ? 260 acres of farmland for the purpose of cultivating additional marijuana (the
    "260 Acres") purchased in January of 2019. The Company intends to utilize the
    state-of-the-art Cravo® cultivation system for growing an additional five
    acres of marijuana on this property. The Cravo® system will allow multiple
    harvests per year and should result in higher annual yields per acre. The land
    has more than 180-acre feet of permitted water rights, which will provide more
    than sufficient water to markedly increase the Company's marijuana cultivation
    capabilities. This facility, upon receipt of its business license in Nye
    County and its final inspection by the Cannabis Compliance Board ("CCB"), is
    expected to become operational in the summer of 2022. During the year ended
    December 31, 2021, the Company elected to relocate all of its equipment
    utilized on the Acres lease to its 260 Acres adjacent to the Acres lease. The
    Company will utilize the 260 Acres for its own harvest along with additional
    harvests under any Cultivation and Sales Agreements



  ? Cultivation and Sales Agreements entered into for multiple grows on the
    Company's 260-acre farm located in the Amargosa Valley of Nevada. During the
    4th quarter of 2021 and 1st quarter of 2021, the Company entered into separate
    Cultivation and Sales Agreements, whereby the Company shall retain certain
    independent growers to provide oversight and management of the Company's
    cultivation and sale of products at its 260-acre farm. The independent growers
    shall pay to the Company a royalty of net sales revenue with a minimum royalty
    after two years. As of the date of this filing, the Company is waiting on its
    business license in Nye County and its final inspection by the Cannabis
    Compliance Board before it can commence its operations under the Agreement.



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  ? a nearby commercial trailer and RV park (THC Park - Tiny Home Community) was
    purchased in April of 2019 to supply necessary housing for the Company's farm
    employees. After the Company's 2018 harvest, it came to realize that it would
    need to find a more efficient method of housing and to bring its cultivation
    team to its facilities. The Company purchased the 50-acre plus THC Park for
    $600,000 in cash and $50,000 of the Company's restricted common stock. At
    present, the Company's construction and completion of this community is
    approximately seventy-five present complete. The impact of COVID-19 in
    obtaining inspections and permitting significantly delayed the completion of
    this community. The Company has elected to cease any renovations or additions
    at its Tiny Home Community until it plants its first grow on the 260 Acres and
    can better evaluate the need for additional housing.

  ? an agreement to acquire a cultivation license and production license, both
    currently located in Nye County Nevada. On February 5, 2021, the Company (the
    "Purchaser") executed a Membership Interest Purchase Agreement ("MIPA3") with
    MJ Distributing, Inc. (the "Seller") to acquire all of the outstanding
    membership interests of MJ Distributing C202, LLC and MJ Distributing P133,
    LLC, each the holder of a State of Nevada provisional medical and recreational
    cultivation license and a provisional medical and recreational production
    license. In consideration of the sale, transfer, assignment and delivery of
    the Membership Interests to Purchaser, and the covenants made by Seller under
    the MIPA3, Purchaser agreed to pay a combination of cash, promissory notes,
    and stock in the amount of One-Million-Two-Hundred-Fifty Thousand Dollars
    ($1,250,000.00) in cash and/or promissory notes and 200,000 shares of the
    Company's restricted common stock, all of which constitutes the consideration
    agreed to herein for (the "Purchase Price"), payable as follows: (i) a
    non-refundable down payment in the amount of $300,000 was made on January 15,
    2021, (ii) the second payment in the amount of $200,000 was made on February
    5, 2021, (iii) a deposit in the amount of $310,000 was paid on February 22,
    2021 ($210,000 was a pre-payment against future compensation due under the
    MIPA3), (iv) $200,000 was deposited on June 24, 2021, (v) $200,000 shall be
    deposited on or before June 12, 2021, and (vi) $250,000 shall be deposited
    within five (5) business days after the Nevada Cannabis Compliance Board
    ("CCB") provides notice on its agenda that the Licenses are set for hearing to
    approve the transfer of ownership from the Seller to the Purchaser. On April
    12, 2022, the CCB issued an Adult-Use Production License to MJ Distributing
    P133, LLC and an Adult-Use Cultivation License to MJ Distributing C202, LLC.
    The Company is currently awaiting its business license to be issued by Nye
    County, Nevada.


MJH Research, Inc. Acquisition

On July 8, 2022, MJ Holdings, Inc. (the “Buyer”) entered into a Common Stock
Purchase Agreement (the “Agreement”) with MJH Research, Inc. (the “Company”), a
Florida corporation, and Sunstate Futures, LLC (the “Seller”), a Florida limited
liability company. Under the terms of the Agreement, the Seller agreed to sale
all issued and outstanding shares of common stock (100,000 shares) (the “Common
Stock”) of the Company to the Buyer. In consideration of the purchase of the
shares of Common Stock, the Buyer agreed to issue the Seller seven million
(7,000,000) shares of its common stock. The transaction closed on July 11, 2022.
Net assets and liabilities of MJH Research, Inc. were approximately $500,000 and
consideration on the acquisition date equated to approximately $1,956,500, most
of which would be applied to intellectual property related to research of MJH
Research, Inc.

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Cultivation and Sales Agreements

MKC Development Group, LLC Agreement

On January 22, 2021 (the “effective Date”), MJ Holdings, Inc. (“MJNE”) entered
into a Cultivation and Sales Agreement (the “Agreement”) with MKC Development
Group, LLC
(the “Company”). Under the terms of the Agreement, MJNE shall retain
the Company to provide oversight and management of MJNE’s cultivation and sale
of products at MJNE’s Amargosa Valley, NV farm. The Agreement shall commence on
the Effective Date, continue for a period of ten (10) years and automatically
renew for a period of five (5) years.

As deposits, security and royalty, the Company shall pay to MJNE:

  (i)   a $600,000 non-refundable deposit upon execution of the Agreement;
  (ii)  a security deposit of $10,000 to be applied against the last month's
        obligations and a $10,000 payment to be applied against the first month's
        rent;
  (iii) $10,000 on the first of each month for security and compliance;
  (iv)  a royalty of 10% of gross revenue less applicable taxes (hereinafter "Net
        Sales Revenue") on all sales of product by the Company; and
  (v)   the Company shall, after the first two (2) years from execution of the
        Agreement, be responsible to pay to MJNE a minimum royalty of $83,000.00
        per month.


As compensation, MJNE shall pay to the Company:

  (i) 90% of Net Sales Revenue on all sales of product by the Company under this
      Agreement as the Management Fee.


The transaction closed on January 27, 2021. As of the date of this filing, the
Company has made all required payments to MJNE. The Company’s business license
was approved and issued by Nye County, Nevada in September 2022. The CCB has
approved cultivation based on the approved management agreement between the
Company and MJ Distributing, LLC. Seeds were planted in mid-September and
harvest is anticipated by the end of the fourth quarter of 2022.

Natural Green, LLC Agreement

On March 26, 2021 (the “effective Date”), MJ Holdings, Inc. (“MJNE”) entered
into a Cultivation and Sales Agreement (the “Agreement”) with Natural Green, LLC
(the “Company”). Under the terms of the Agreement, MJNE shall retain the Company
to provide oversight and management of MJNE’s cultivation and sale of products
at MJNE’s Amargosa Valley, NV farm. The Agreement shall commence on the
Effective Date, continue for a period of ten (10) years and automatically renew
for a period of five (5) years. The Company shall be responsible for compliance,
standard of care, packaging, insurance, labor matters, policies and procedures,
testing, record keeping, security and marketing.

As deposits, security and royalty, the Company shall pay to MJNE:

  (i)   a $500,000 Product Royalty deposit to be applied to the first Product
        Royalty or Product Royalties;
  (ii)  a deposit of $20,000 to be applied against the first and last month's
        Security and Compliance fee;
  (iii) $10,000 on the first of each month for Security and Compliance;
  (iv)  a royalty of 10% of gross revenue less applicable taxes (hereinafter "Net
        Sales Revenue") on all sales of product by the Company; and
  (v)   the Company shall, after the first two (2) years from execution of the
        Agreement, be responsible to pay to MJNE a minimum royalty of $50,000.00
        per month.


As compensation, MJNE shall pay to the Company:

  (i) 90% of Net Sales Revenue on all sales of product by the Company under this
      Agreement as the Management Fee.


On March 26, 2021, MJNE and the Company entered into an Amendment to the
Agreement whereby MJNE waived the Company’s requirement to obtain liability
insurance and required the Company to pay MJNE $40,000 for capital expenditures
costs. The transaction closed on April 7, 2021. As of the date of this filing,
the Company has made all required payments to MJNE. The Company’s business
license was approved and issued by Nye County, Nevada in September 2022. The CCB
has approved cultivation based on the approved management agreement between the
Company and MJ Distributing, LLC. Seeds were planted in mid-September and
harvest is anticipated by the end of the fourth quarter of 2022.

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Green Grow Investments Agreement

On May 7, 2021 (the “Effective Date”), MJ Holdings, Inc. (“MJNE”) entered into a
Cultivation and Sales Agreement (the “Agreement”) with Green Grow Investments
Corporation
(the “Company”). Under the terms of the Agreement, MJNE shall retain
the Company to provide oversight and management of MJNE’s cultivation and sale
of products at MJNE’s Amargosa Valley, NV farm. The Agreement shall commence on
the Effective Date, continue for a period of ten (10) years and automatically
renew for a period of five (5) years. The Company shall be responsible for
compliance, standard of care, packaging, insurance, labor matters, policies and
procedures, testing, record keeping, security and marketing.

As deposits, security and royalty, the Company shall pay to MJNE:

  (i)   a $600,000 Product Royalty of which $50,000 is due upon signing, $150,000
        upon MJNE obtaining the licenses from MJ Distributing, Inc. and affiliates
        and $200,000 for each of the first and second years' harvests;
  (ii)  a deposit of $20,000 to be applied against the first and last month's
        Security and Compliance fee;
  (iii) $10,000 on the first of each month for Security and Compliance;
  (iv)  a royalty of 10% of gross revenue less applicable taxes (hereinafter "Net
        Sales Revenue") on all sales of product by the Company; and
  (v)   the Company shall, after the first two (2) years from execution of the
        Agreement, be responsible to pay to MJNE a minimum royalty of $50,000.00
        per month.


As compensation, MJNE shall pay to the Company:

  (i) a Management Fee that is based upon the net sales price (after taxes) and
      further subject to all contractual expenses.


As of the date of this filing, the Company has made all required payments to
MJNE. The Company’s business license was approved and issued by Nye County,
Nevada
in September 2022. The CCB has approved cultivation based on the approved
management agreement between the Company and MJ Distributing, LLC. Seeds were
planted in mid-September and harvest is anticipated by the end of the fourth
quarter of 2022.

RK Grow, LLC Agreement

On June 22, 2021 (the “Effective Date”), MJ Holdings, Inc. (“MJNE”) entered into
a Cultivation and Sales Agreement (the “Agreement”) with RK Grow, LLC (the
“Company”). Under the terms of the Agreement, MJNE shall retain the Company to
provide oversight and management of MJNE’s cultivation and sale of products at
MJNE’s Amargosa Valley, NV farm. The Agreement shall commence on the Effective
Date, continue for a period of fifteen (15) years and automatically renew for
one fifteen (15) year period. The Company shall be responsible for compliance,
standard of care, packaging, insurance, labor matters, policies and procedures,
testing, record keeping, security and marketing. The Agreement is for a
designated 40 acres for cultivation.

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As deposits, security and royalty, the Company shall pay to MJNE:

  (i)   a Product Royalty Deposit of $3,000,000.00 to be applied to the first
        Product Royalty or Product Royalties;
  (ii)  a deposit of $20,000 to be applied against the first and last month's
        Security and Compliance fee;
  (iii) $10,000 on the first of each month for Security and Compliance;
  (iv)  a royalty of 10% of gross revenue less applicable taxes (hereinafter "Net
        Sales Revenue") on all sales of product by the Company;
  (v)   Minimum Monthly Product Royalty: Minimum Monthly Product Royalty (MMPR)
        shall be calculated on a per annum basis. Therefore, Company will have
        satisfied all MMPR obligations for the year upon remitting $1,080,000.00
        to MJNE; and
  (vi)  MJNE agrees to provide access to water for the Designated Acreage without
        charge to the Company. However, Company will be responsible for any
        construction required to have the water actually delivered to its
        Designated Acreage from the source.


As compensation, MJNE shall pay to the Company:

  (i) a Management Fee that is based upon the net sales price (after taxes) and
      further subject to all contractual expenses.


As of the date of this filing, the Company has made all required payments to
MJNE. The Company’s business license was approved and issued by Nye County,
Nevada
in September 2022. The CCB has approved cultivation based on the approved
management agreement between the Company and MJ Distributing, LLC. Seeds were
planted in mid-September and harvest is anticipated by the end of the fourth
quarter of 2022.

Termination of Acres Cultivation, LLC Agreement

On January 21, 2021, the Company received a Notice of Termination (the
“Notice”), effective immediately, from Acres Cultivation, LLC (“Acres”) on the
following three (3) agreements (collectively, herein the “Cooperation
Agreement”):

  (i) The Cultivation and Sales Agreement entered into by and between MJNE and
      Acres, dated as of January 1, 2019 (the "Cultivation and Sales Agreement" or
      "CSA"), pursuant to Sections 5.3, and 16.20 (cross-default);



  (ii)  The Consulting Agreement, by and between Acres and MJNE, made as of
        January 1, 2019 (the "Consulting Agreement"), pursuant to Sections 10 and
        11.10 (cross-default); and

  (iii) The Equipment Lease Agreement between Acres and MJNE, dated as of January
        1, 2019 (the "Equipment Lease Agreement"), pursuant to Sections 8(ii),
        8(iv), and 29 (cross-default).


The Company initiated relocating its equipment to its 260-acre farm at the end
of the first quarter and does not anticipate that it will generate any further
revenue under the Acres relationship.

The Company may also continue to seek to identify potential acquisitions of
revenue producing assets and licenses within legalized cannabis markets that can
maximize shareholder value.

The Company may face substantial competition in the operation of cultivation
facilities in Nevada. Numerous other companies have also been granted
cultivation licenses, and, therefore, the Company anticipates that it will face
competition from these other companies. The Company’s management team has
experience in successfully developing, implementing, and operating marijuana
cultivation and related businesses in other legal cannabis markets. The Company
believes its experience in outdoor cultivation provides it with a distinct
competitive advantage over its competitors, and it will continue to focus on
this area of its operations. The Company still faces challenges engaging and
retaining senior managers.

The Company presently occupies an office suite located at 2580 S. Sorrel St.,
Las Vegas, NV 89146. The Company plans on remaining at its current location for
the next 3-6 months until it can identify a new corporate office.

Consulting Agreements

On September 14, 2022, the Company’s wholly owned subsidiary, MJH Research,
Inc.
, entered into a Consulting Agreement (the “Agreement”) with Viridis
Biotechnology, LLC
(the “Consultant”). Under the terms of the Agreement, the
Consultant shall provide agricultural and commercial consulting through December
31, 2022
. As compensation, the Consultant shall receive a Management fee of
$200,000. The initial payment of $100,000 shall be made within ten days of
execution of the Agreement with the balance due payable through the issuance of
thirty three thousand shares of the Company’s common stock or through a second
payment of $100,000 no later than February 15, 2023. The Company made the
initial $100,000 payment on September 15, 2022.

26




Corporate Advisory Agreement (M&A and Funding)

Under the terms of the M&A and Funding Agreement (the “M&A Agreement”), GYB, LLC
(the “Advisor”) shall identify prospective funding sources, identify potential
companies for acquisition within the cannabis industry, identify pertinent
technology companies that drive-up point of sale solutions and other such
services the parties agree upon. The M&A Agreement has a term of two years and
begins on May 18, 2021. As compensation for the services provided, the Company
shall pay the Advisor $290,000 upon execution of the M&A Agreement.

Corporate History

The Company was incorporated on November 17, 2006, as Securitas EDGAR Filings,
Inc.
under the laws of the State of Nevada. Prior to the formation of Securitas
EDGAR Filings Inc.
, the business was operated as Xpedient EDGAR Filings, LLC, a
Florida Limited Liability Company, formed on October 31, 2005. On November 21,
2005
, Xpedient EDGAR Filings LLC amended its Articles of Organization to change
its name to Securitas EDGAR Filings, LLC. On January 21, 2009, Securitas EDGAR
Filings LLC
merged into Securitas EDGAR Filings, Inc., a Nevada corporation. On
February 14, 2014, the Company amended and restated its Articles of
Incorporation and changed its name to MJ Holdings, Inc.

On November 22, 2016, in connection with a plan to divest the Company of its
real estate business, the Company submitted to its stockholders an offer to
exchange (the “Exchange Offer”) its common stock for shares in MJ Real Estate
Partners, LLC
, (“MJRE”) a newly-formed LLC formed for the sole purpose of
effecting the Exchange Offer. On January 10, 2017, the Company accepted for
exchange 1,800,000 shares of its Common Stock in exchange for 1,800,000 shares
of MJRE’s common units, representing membership interests in MJRE. Effective
February 1, 2017, the Company transferred its ownership interests in the real
estate properties and its subsidiaries, through which the Company held ownership
of the real estate properties, to MJRE. MJRE also assumed the senior notes and
any and all obligations associated with the real estate properties and business,
effective February 1, 2017.

Acquisition/Disposition of Red Earth

On December 15, 2017, the Company acquired all of the issued and outstanding
membership interests of Red Earth, LLC, a Nevada limited liability company (“Red
Earth”) established in October 2016, in exchange for 52,732,969 shares of its
Common Stock and a promissory note in the amount of $900,000. The acquisition
was accounted for as a “Reverse Merger”, whereby Red Earth was considered the
accounting acquirer and became its wholly owned subsidiary. Upon the
consummation of the acquisition, the now former members of Red Earth became the
beneficial owners of approximately 88% of the Company’s Common Stock, obtained
controlling interest of the Company, and retained certain of its key management
positions. In accordance with the accounting treatment for a “reverse merger” or
a “reverse acquisition”, the Company’s historical financial statements prior to
the reverse merger will be replaced with the historical financial statements of
Red Earth prior to the reverse merger in all future filings with the SEC. Red
Earth is the holder of a Nevada Marijuana Establishment Certificate for the
cultivation of marijuana.

On or about May 7, 2021, the Company’s wholly owned subsidiary, Red Earth, LLC
(the “Subsidiary”), received an inquiry from the State of Nevada Cannabis
Compliance Board (“CCB”) regarding the transfer of ownership of the Subsidiary
from its previous owners to the Company. The CCB has determined that the
transfer was not formally approved, thus a Category II violation.

The consolidated financial statements after completion of the reverse merger
included: the assets, liabilities, and results of operations of the combined
company from and after the closing date of the reverse merger, with only certain
aspects of pre-consummation stockholders’ equity remaining in the consolidated
financial statements. In February of 2019, the Company repurchased, from the
Company’s largest shareholder, 20,000,000 of the 26,366,484 shares of common
stock that this shareholder originally received in connection with the Reverse
Merger – for a total purchase price of $20,000.

On July 27, 2021, the Subsidiary entered into a Stipulation and Order for
Settlement of Disciplinary Action (the “Stipulation Order”) with the CCB. Under
the terms of the Stipulation Order, the Subsidiary has agreed to present to the
CCB, by not later than August 31, 2021, a plan pursuant to which the ownership
of the Subsidiary will be returned to the original owners. The Parties to the
Stipulation Order resolved the matter without the necessity of taking formal
action. The Subsidiary agreed to pay a civil penalty of $10,000, which was paid
on July 29, 2021.

On August 1, 2021, the Company entered into a Memorandum of Understanding and
Agreement for Technical Services and Short-Term Funding (the “Agreement”) with
Red Earth, LLC (hereinafter, “Red Earth”), an entity controlled by its Chief
Cultivation Officer, Paris Balaouras. Under the terms of the Agreement, the
Company will provide a short-term loan (the “Loan”) to Red Earth for expenses
related to the activation and operation of Red Earth’s cultivation license. The
Loan shall bear interest at 12% per annum and increase to 18% upon default. In
addition, the Company shall provide Red Earth pre-opening technical services at
a cost of $5,000 to $7,500 per month. As of September 30, 2022, the amount due
the Company under the short-term loan is $182,469 and the amount of technical
services income (other income) recorded for the six months ended September30,
2022 was $70,000.

On August 26, 2021, the Company and the Company’s Chief Cultivation Officer and
previous owner of Red Earth, Paris Balaouras, entered into a Termination
Agreement. Under the terms of the Termination Agreement, the Purchase Agreement
(the “Purchase Agreement”), dated December 15, 2017, entered into between the
Company and Red Earth was terminated as of the date of the Termination Agreement
resulting in the return of ownership of Red Earth to Mr. Balaouras. Neither
party shall have any further obligation to one another pursuant to the terms of
the Purchase Agreement. On September 2, 2021, the Company received approval of
the Termination Agreement from the CCB. Please see Note 14 – Related Party
Transactions for further information.

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Our Business

We commenced cultivation activities on our three-acre managed cultivation
facility in August of 2018, harvesting more than 5400 pounds of marijuana
through December of 2018. In the fourth quarter of 2019, we completed our 2019
harvest of approximately 4,800 marijuana plants with expected yield of more than
3,300 pounds of marijuana flower and trim. As of the time of this filing, we
have completed our 2020 harvest of approximately 7,600 marijuana plants with
expected yield of more than 4,700 pounds of marijuana flower and trim. It is our
intention to grow our business through the acquisition of existing companies
and/or through the development of new opportunities that can provide a
360-degree spectrum of infrastructure (dispensaries), cultivation and production
management, and consulting services in the regulated cannabis industry.

The Company currently operates through the following entities:

MJ Holdings, Inc. This entity, the Parent, serves as a holding company for all

                     of the operating businesses/assets.

Prescott             Prescott Management is a wholly owned subsidiary of the

Management, LLC Company that provides day-to-day management and operational

                     oversight to the Company's operating subsidiaries.

Icon Management, Icon is a wholly owned subsidiary of the Company that
LLC

                  provides Human Resource Management ("HR") services to the
                     Company. Icon is responsible for all payroll activities and
                     administration of employee benefit plans and programs.

Farm Road, LLC Farm Road, LLC is a wholly owned subsidiary of the Company

                     that owns 260 acres of farmland in Amargosa, NV. The Company
                     acquired all of the membership interests of Farm Road in
                     January of 2019.

Condo Highrise Condo Highrise Management is a wholly owned subsidiary of
Management, LLC the Company that manages the Company owned Trailer Park in

                     Amargosa, Nevada.

Red Earth            Red Earth Holdings, LLC is a wholly owned subsidiary of the

Holdings, LLC Company that will eventually be the holder of the Company’s

                     primary cannabis license assets. As of the date of this
                     report, Red Earth Holdings has no operations and holds no
                     assets.


Red Earth, LLC Red Earth, established in 2016, was a wholly owned

                     subsidiary of the Company from December 15, 2017 until
                     August 30, 2019 prior to the Company selling a forty-nine
                     percent (49%) interest in Red Earth to Element NV, LLC, an
                     unrelated third party (See further description of the
                     transaction hereinabove). Red Earth's assets consist of: (i)
                     a cultivation license to grow marijuana within the City of
                     Las Vegas in the State of Nevada, and (ii) all of the
                     outstanding membership interests in HDGLV, which holds a
                     triple net leasehold interest in a 17,298 square-foot
                     building in Las Vegas, Nevada, which it expects to operate
                     as an indoor marijuana cultivation facility. In July 2018,
                     the Company completed the first phase of construction on
                     this facility, and it received a City of Las Vegas Business
                     License to operate a marijuana cultivation facility. On
                     August 26, 2021, the Company and the Company's Chief
                     Cultivation Officer and previous owner of the Subsidiary,
                     Paris Balaouras, entered into a Termination Agreement. Under
                     the terms of the Termination Agreement, the Purchase
                     Agreement (the "Purchase Agreement"), dated December 15,
                     2017, entered into between the Company and the Red Earth was
                     terminated as of the date of the Termination Agreement
                     resulting in the return of ownership of Red Earth to Mr.
                     Balaouras. Please see Note 7 - Intangible Assets and Note 14
                     - Related Party Transactions for further information.

HDGLV, LLC           HDGLV is a wholly owned subsidiary of Red Earth, LLC and is
                     the holder of a triple net lease on a commercial building in
                     Las Vegas, Nevada which is being developed to house the
                     Company's indoor grow facility.

Alternative Alternative Hospitality is a Nevada corporation formed in
Hospitality, Inc. November of 2018. MJ Holdings owns fifty-one percent (51%)

                     of the company and the remaining forty-nine percent (49%) is
                     owned by TVK, LLC, a Florida limited liability company.
                     Please see Note 11 - Commitments and Contingencies for
                     further information.

MJH Research, Inc. MJH Research Inc. is a Florida corporation whose operations

                     center around providing consulting services for growing
                     techniques, management and cultivation of crops, as well as
                     licensing support, production and asset and infrastructure
                     development.


Critical Accounting Policies, Judgments and Estimates

There were no material changes to the Company’s critical accounting policies and
estimates during the interim period ended September 30, 2022.

Please see our Annual Report on Form 10-K for the year ended December 31, 2021
filed on June 21, 2022, for a discussion of our critical accounting policies and
estimates and their effect, if any, on the Company’s financial results.

28






Results of Operations

Three Months Ended September 30, 2022 Compared to Three Months Ended September
30, 2021

Revenues

The Company’s revenue was $712,856 for the three months ended September 30,
2022
, compared to $19,580 for the three months ended September 30, 2021. The
increase in revenue for the three months ended September 30, 2022 versus the
nine months ended September 30, 2021 was largely attributable to the revenue
recognized through its acquisition of MJH research, Inc. Revenue, by class, is
as follows:


                             For the three months ended
                                   September 30,
                              2022                2021
Revenues:

Rental income (i) $ 51,381 $ 19,580
Management income (ii) 661,475

                   -
Total                    $      712,856       $      19,580



  (i)  The rental income is from the Company's THC Park.

  (ii) On July 11, 2022, the Company purchased MJH Research, Inc. ("MJH") through
       a stock exchange agreement. MJH is a Florida corporation whose operations
       center around providing consulting services for growing techniques,
       management and cultivation of crops, as well as licensing support,
       production and asset and infrastructure development.


Operating Expenses

Direct costs of revenues were $- and $- for the three months ended September 30,
2022
and 2021, respectively.


                                           For the three months ended
Direct costs of revenue:                          September 30,
                                            2022                 2021

Management and equipment lease income $ – $ –
Total

                                   $          -         $          -



The direct costs of revenue of $- for the three months ended September 30, 2022
and 2021 would have been attributable to: labor, compliance, testing and others
related expenses – all of which were directly related to the Consulting and
Equipment Lease Agreements with the Licensed Operator.

29






General and administrative

For the three months ended September 30, 2022, our general and administrative
expenses were $2,780,284 compared to $583,516 for the three months ended
September 30, 2021, resulting in an increase of $2,196,768. The increase was
largely attributable to an increase in consulting fees, legal fees and
professional services.

Other Income/(Expense)

For the three months ended September 30, 2022, our other income/(expense) were
$110,262 compared to $386,714 for the three months ended September 30, 2021,
resulting in a decrease in other income of $276,452. The decrease was largely
attributable to the gain on sale of subsidiary recognized for the three months
ended September 30, 2021.

Net Income (Loss)

Net income (loss) attributable to common shareholders was ($2,002,567) for the
three months ended September 30, 2022, compared to a net loss of ($316,696) for
the three months ended September 30, 2021. The increase in net loss for the
three months ended September 30, 2022 as compared to the same period in 2021 is
largely attributable to the Company’s increase in general and administrative
expenses during the three months ended September 30, 2022.

Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30,
2021

Revenues

The Company’s revenue was $773,462 for the nine months ended September 30, 2022,
compared to $535,961 for the nine months ended September 30, 2021. The increase
in revenue for the nine months ended September 30, 2022 versus the nine months
ended September 30, 2021 was largely attributable to the revenue recognized
through its acquisition of MJH research, Inc. Revenue, by class, is as follows:

                                                   For the nine months ended
                                                         September 30,
                                                     2022               2021
Revenues:
Rental income (i)                                $     111,987       $   59,749
Management income from MJH Research, Inc. (ii)         661,475                -
Management income from Acres Cultivation (iii)               -          341,398
Equipment lease income (iii)                                 -          134,814
Total                                            $     773,462       $  535,961



  (i) The rental income is from the Company's THC Park.




30







  (ii)  On July 11, 2022, the Company purchased MJH Research, Inc. ("MJH") through
        a stock exchange agreement. MJH is a Florida corporation whose operations
        center around providing consulting services for growing techniques,
        management and cultivation of crops, as well as licensing support,
        production and asset and infrastructure development.

  (iii) In April 2018, the Company entered into a management agreement with Acres
        Cultivation, LLC, a Nevada limited liability company (the "Licensed
        Operator") that holds a license for the legal cultivation of marijuana for
        sale under the laws of the State of Nevada. In January of 2019, the
        Company entered into a revised agreement, which replaced the April 2018
        agreement, with the Licensed Operator in order to be more stringently
        aligned with Nevada marijuana laws. The material terms of the agreement
        remain unchanged. The Licensed Operator is contractually obligated to pay
        over to the Company eighty-five (85%) percent of gross revenues defined as
        gross proceeds from sales of marijuana products minus applicable state
        excise taxes and local sales tax. The agreement is to remain in force
        until April 2026. In April 2019, the Licensed Operator was acquired by
        Curaleaf Holdings, Inc., a publicly traded Canadian cannabis company. On
        January 21, 2021, the Company received a Notice of Termination, effective
        immediately, from Acres Cultivation, LLC. The Company will not generate
        any further revenue under the Acres relationship.


Operating Expenses

Direct costs of revenues were $- and $40,590 for the nine months ended September
2022
and 2021, respectively. Direct costs of revenues, by class, is as follows:


                                            For the nine months ended
                                                  September 30,
Direct costs of revenue:                 2022                  2021
Management and lease equipment income   $     -         $           40,590
Total                                   $     -         $           40,590



The direct costs of revenue of $40,590 for the nine months ended September 30,
2021
was attributable to: labor, compliance, testing and others related expenses
– all of which are directly related to the Consulting and Equipment Lease
Agreements with the Licensed Operator. The decrease in direct costs of revenue
for the nine months ended September 30, 2022 versus the nine months ended
September 30, 2021 was largely attributable to the termination of the management
agreement with Acres Cultivation, LLC during the year ended December 31, 2021.

General and administrative

For the nine months ended September 30, 2022, our general and administrative
expenses were $4,074,444 compared to $5,356,540 for the nine months ended
September 30, 2021, resulting in a decrease of $1,282,096. The decrease was
largely attributable to a decrease in employee-related expenses and professional
fees associated with the Company’s various business development activities.

Other Income/(Expense)

For the nine months ended September 30, 2022, our other income was $141,700
compared to $11,567,165 for the nine months ended September 30, 2021, resulting
in a decrease of $11,425,465. The decrease was largely attributable to the
Company’s liquidation of its marketable securities held for sale during the nine
months ended September 30, 2021 as compared to no liquidation of marketable
securities in the nine months ended September 30, 2022.

Net Income (Loss)

Net (loss) income was ($3,340,169) for the nine months ended September 30, 2022,
compared to net income of $6,087,315 for the nine months ended September 30,
2021
. The decrease in net income for the nine months ended September 30, 2022 as
compared to the same period in 2021 is largely attributable to the Company’s
liquidation of its marketable securities held for sale during the nine months
ended September 30, 2021 as compared to no liquidation of marketable securities
in the nine months ended September 30, 2022.

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