Form NT 10-K - Notification of inability to timely file Form 10-K 405, 10-K, 10-KSB 405, 10-KSB, 10-KT, or 10-KT405
07 September 2023 - 5:37PM
Edgar (US Regulatory)
SEC
File Number: 333-234048
CUSIP
Number: 55315W 103
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
Notification
of Late Filing
(Check
One):
☒
Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D
☐
Form N-SAR ☐ Form N-CSR
For
Period Ended: May 31, 2023
☐ Transition
Report on Form 10-K
☐ Transition
Report on Form 20-F
☐ Transition
Report on Form 11-K
☐ Transition
Report on Form 10-Q
☐ Transition
Report on Form N-SAR
For
the Transition Period Ended: _______________________
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
Part
I - Registrant Information
MJ
Harvest, Inc.
Full
Name of Registrant
N/A
Former
Name if Applicable
9205
W. Russell Road, Suite 240
Address
of Principal Executive Office (Street and Number)
Las
Vegas, Nevada 89139
City,
State and Zip Code
Part
II - Rules 12b-25(b) and (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box, if appropriate)
☒
(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or
expense;
☒
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N- SAR,
or Form N-CSR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof will be filed on
or before the fifth calendar day following the prescribed due date; and
☐
(c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
Part
III - Narrative
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof
could not be filed within the prescribed period.
MJ
Harvest, Inc. (“MJHI” or “Registrant”) has determined that it is unable to file its Annual Report on Form 10-K
for the year ending May 31, 2023 within the prescribed time period without unreasonable effort or expense. . In the fourth quarter of
our fiscal year ending May 31, 2023, the Company entered into a letter of intent to merge with Cannabis Sativa, Inc. and undertook transactions
to convert related party debt to equity in anticipation of the merger. The Company also commenced manufacturing operations in California
and Colorado, Additional time is required to resolve issues surrounding these transactions, including assessment of inventory valuations
and the value of the shares issued for related party debt. These issues could not be fully resolved by the August 29, 2022 due date for
the quarterly report.
MJHI
currently anticipates that the Form 10-K for the year ended May 31, 2023 will be filed as soon as practicable and no later than September
13, 2023.
Part
IV - Other Information
(1)
Name and telephone number of the person to contract in regard to this notification.
Patrick Bilton |
|
(509) |
|
994-3248 |
(Name) |
|
(Area Code) |
|
(Telephone
Number) |
(2)
Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange
Act of 1934 or section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant
was required to file such report(s) been filed? If the answer is no, identify report(s).
☒
Yes ☐ No
(3)
Is it anticipated that any significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
☐
Yes ☒ No
If
so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
MJ
Harvest, Inc.
(Name
of Registrant as specified in charter)
has
caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date: September 7, 2023 |
|
By:/s/ Patrick Bilton |
|
|
Patrick Bilton,
CEO |
INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by
an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of
the registrant shall be filed with the form.
ATTENTION
Intentional
misstatements or omissions of fact constitute federal criminal violations (See 18 U.S.C. 1001).
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