UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
10-Q



|     |                                                                                            
|---- | -------------------------------------------------------------------------------------------
|[X]  | Quarterly Report pursuant
    to Section 13 or 15(d) of the Securities Exchange Act of 1934
|     |                                                                                            
|     | For
    the quarterly period ended September 30, 2015                                      
|     |                                                                                            
|[  ] | Transition Report
    pursuant to 13 or 15(d) of the Securities Exchange Act of 1934       
|     |                                                                                            
|     | For
    the transition period from __________ to__________                                 
|     |                                                                                            
|     | Commission
    File Number: 333-178482                                                     



Praetorian
Property, Inc.

(Exact
name of registrant as specified in its charter)

|                                                                                |                                      
|------------------------------------------------------------------------------- | -------------------------------------
|Nevada                                                                          | 30-0693512                           
|(State
    or other jurisdiction of incorporation or organization)              | (IRS
    Employer Identification No.)
|                                                                               
|7702
        E Doubletree Ranch Rd. Ste 300
        Scottsdale
        AZ 88258
|(Address
    of principal executive offices)                                   



|                                                                                      
|--------------------------------------------------------------------------------------
|480.902.3399                                                                          
|(Registrant’s
    telephone number)                                                   
|_______________________________________________________                               
|(Former
    name, former address and former fiscal year, if changed since last report)



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

[ ] Yes [X] No



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  [X] Yes [
] No



Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

|                                 |                                  
|-------------------------------- | ---------------------------------
|[
     ] Large accelerated filer | [
     ] Accelerated filer       
|[
     ] Non-accelerated filer   | [X]
    Smaller reporting company



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

[  ]
Yes [X] No



State the number of shares
outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 156,000,000 as of January
12, 2016





1


Table of Contents






|TABLE
    OF CONTENTS                              |     
|-------------------------------------------------- | ----
|                                                   |     
|PART I – FINANCIAL
                    INFORMATION | Page
|Item 1:                                            |     
|Item 2:                                            |     
|Item 3:                                            |     
|Item 4:                                            |     
|PART II – OTHER INFORMATION                        |     
|Item 1:                                            |     
|Item 1A:                                           |     
|Item 2:                                            |     
|Item 3:                                            |     
|Item 4:                                            |     
|Item 5:                                            |     
|Item 6:                                            |     





2


Table of Contents




PART
I - FINANCIAL INFORMATION



Item
1. Financial Statements



Our consolidated
financial statements included in this Form 10-Q are as follows:



| | F-1 |  |  | Consolidated Balance Sheets as
    of September 30, 2015 and December 31, 2014 (unaudited);                           
| | --- |  |  | ----------------------------------------------------------------------------------------------------------------------
| | F-2 |  |  | Consolidated Statements of Operations for the
    three and nine months ended September 30, 2015 and 2014 (unaudited);
| | F-3 |  |  | Consolidated Statements of
    Cash Flows for the nine months ended September 30, 2015 and 2014 (unaudited); and      
| | F-4 |  |  | Notes to Unaudited Consolidated
    Financial Statements.                                                             



These consolidated financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America for
interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for the interim period ended September 30, 2015 are not
necessarily indicative of the results that can be expected for the full year.





3


Table of Contents






PRAETORIAN
PROPERTY, INC.

(Formerly
CANNABIS-RX INC.)

CONSOLIDATED
BALANCE SHEETS

(unaudited)

|                                                                                                                                                                                           |  | September
                                         30, |            | December 31,
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------ | ---------- | ------------
|                                                                                                                                                                                           |  | 2015                                                   |            | 2014        
|ASSETS                                                                                                                                                                                     |  |                                                        |            |             
|Real Estate Inventory                                                                                                                                                                      |  |                                                        |            |             
|Properties held for sale                                                                                                                                                                   |  | $                                                      | 5,359,374  |             
|Properties under development                                                                                                                                                               |  |                                                        | 7,879,617  |             
|Real  Estate Inventory                                                                                                                                                                     |  |                                                        | 13,238,991 |             
|                                                                                                                                                                                           |  |                                                        |            |             
|Properties held for investment                                                                                                                                                             |  |                                                        |            |             
|Buildings, net                                                                                                                                                                             |  |                                                        | —          |             
|Land                                                                                                                                                                                       |  |                                                        | —          |             
|Properties held for investment, net                                                                                                                                                        |  |                                                        | —          |             
|                                                                                                                                                                                           |  |                                                        |            |             
|Cash                                                                                                                                                                                       |  |                                                        | 3,858,440  |             
|Due from Berkshire Homes, Inc. – related party                                                                                                                                             |  |                                                        | 3,619      |             
|Prepaid Expense                                                                                                                                                                            |  |                                                        | 29,607     |             
|TOTAL ASSETS                                                                                                                                                                               |  | $                                                      | 17,130,657 |             
|                                                                                                                                                                                           |  |                                                        |            |             
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                                                      |  |                                                        |            |             
|Accounts payable to related parties                                                                                                                                                        |  |                                                        | 47,503     |             
|Accounts payable and accrued expenses                                                                                                                                                      |  |                                                        | 82,023     |             
|Accrued interest                                                                                                                                                                           |  |                                                        | 1,502,955  |             
|Security deposit                                                                                                                                                                           |  |                                                        | —          |             
|Option to purchase deposit                                                                                                                                                                 |  |                                                        | —          |             
|Promissory notes                                                                                                                                                                           |  |                                                        | 16,250,000 |             
|Total Liabilities                                                                                                                                                                          |  |                                                        | 17,882,481 |             
|                                                                                                                                                                                           |  |                                                        |            |             
|Stockholders’ Deficit                                                                                                                                                                      |  |                                                        |            |             
|Preferred stock, par value $0.0001, 50,000,000 authorized
    and 2,000,000 and 2,000,000 shares issued and outstanding on September 30, 2015 and December 31, 2014, respectively          |  |                                                        | 200        |             
|Common stock, par value $0.0001, 1,500,000,000 shares authorized
    156,000,000 and 156,000,000 shares issued and outstanding on   September 30, 2015 and December 31, 2014, respectively |  |                                                        | 15,600     |             
|Additional paid-in capital                                                                                                                                                                 |  |                                                        | 65,000     |             
|Share subscriptions receivable                                                                                                                                                             |  |                                                        | (20,000    | )           
|Accumulated Deficit                                                                                                                                                                        |  |                                                        | (812,624   | )           
|Total Stockholders' Deficit                                                                                                                                                                |  |                                                        | (751,824   | )           
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                                                |  |                                                        | 17,130,657 |             





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



F-1


Table of Contents






PRAETORIAN
PROPERTY, INC.

(Formerly
CANNABIS-RX INC.)

CONSOLIDATED
STATEMENTS OF OPERATIONS

(unaudited)



|                                                                     |  | Three months ended
    September 30, 2015 |             | Three months ended
    September 30, 2014 |  | Nine months ended
    September 30, 2015 |             | Nine months ended
    September 30, 2014
|-------------------------------------------------------------------- |  | ----------------------------------------- | ----------- | ----------------------------------------- |  | ---------------------------------------- | ----------- | ----------------------------------------
|REVENUES                                                             |  | $                                         | 4,081,975   |                                           |  | $                                        | 5,944,150   |                                         
|                                                                     |  |                                           |             |                                           |  |                                          |             |                                         
|RENTAL INCOME                                                        |  |                                           | 17,215      |                                           |  |                                          | —           |                                         
|TOTAL REVENUES                                                       |  |                                           | 4,099,190   |                                           |  |                                          | 5,944,150   |                                         
|                                                                     |  |                                           |             |                                           |  |                                          |             |                                         
|COST OF SALES                                                        |  |                                           | 2,770,034   |                                           |  |                                          | 5,092,800   |                                         
|                                                                     |  |                                           |             |                                           |  |                                          |             |                                         
|GROSS PROFIT                                                         |  |                                           | 1,329,156   |                                           |  |                                          | 851,350     |                                         
|                                                                     |  |                                           |             |                                           |  |                                          |             |                                         
|EXPENSES                                                             |  |                                           |             |                                           |  |                                          |             |                                         
|Depreciation                                                         |  |                                           | —           |                                           |  |                                          | —           |                                         
|Consulting fees                                                      |  |                                           | —           |                                           |  |                                          | —           |                                         
|General and administrative                                           |  |                                           | 94,328      |                                           |  |                                          | 83,328      |                                         
|Marketing and public relations                                       |  |                                           | 7,697       |                                           |  |                                          | —           |                                         
|Professional fees                                                    |  |                                           | 23,354      |                                           |  |                                          | 4,225       |                                         
|Management fees and expenses                                         |  |                                           | 41,196      |                                           |  |                                          | 54,664      |                                         
|TOTAL EXPENSES                                                       |  |                                           | 166,575     |                                           |  |                                          | 142,127     |                                         
|                                                                     |  |                                           |             |                                           |  |                                          |             |                                         
|INCOME (LOSS) FROM OPERATIONS                                        |  |                                           | 1,162,581   |                                           |  |                                          | 709,133     |                                         
|                                                                     |  |                                           |             |                                           |  |                                          |             |                                         
|OTHER INCOME (EXPENSE)                                               |  |                                           |             |                                           |  |                                          |             |                                         
|Interest expense                                                     |  |                                           | (208,000    | )                                         |  |                                          | (208,000    | )                                       
|Gain on settlement of loan receivable                                |  |                                           | —           |                                           |  |                                          | —           |                                         
|Gain on sale of property held for investment                         |  |                                           | 133         |                                           |  |                                          | —           |                                         
|TOTAL OTHER INCOME (EXPENSE)                                         |  |                                           | (207,867)   |                                           |  |                                          | (208,000    | )                                       
|                                                                     |  |                                           |             |                                           |  |                                          |             |                                         
|NET INCOME (LOSS)
    BEFORE INCOME TAXES                            |  |                                           | 954,714     |                                           |  |                                          | 501,223     |                                         
|                                                                     |  |                                           |             |                                           |  |                                          |             |                                         
|INCOME TAX EXPENSE                                                   |  |                                           | 51,000      |                                           |  |                                          | —           |                                         
|                                                                     |  |                                           |             |                                           |  |                                          |             |                                         
|NET INCOME (LOSS)                                                    |  | $                                         | 903,714     |                                           |  | $                                        | 501,223     |                                         
|                                                                     |  |                                           |             |                                           |  |                                          |             |                                         
|NET INCOME PER SHARE: BASIC AND DILUTED                              |  | $                                         | 0.01        |                                           |  | $                                        | 0.00        |                                         
|                                                                     |  |                                           |             |                                           |  |                                          |             |                                         
|WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
    BASIC AND DILUTED |  |                                           | 156,000,000 |                                           |  |                                          | 156,000,000 |                                         



Accompanying
notes are an integral part of these unaudited consolidated financial statements.









F-2


Table of Contents




PRAETORIAN
PROPERTY, INC.

(Formerly
CANNABIS-RX INC.)

CONSOLIDATED
STATEMENTS OF CASH FLOWS

(unaudited)

|                                                                                   |  | Nine
                                         months ended September 30, 2015 |           | Nine
                                         months ended September 30, 2014
|---------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------- | --------- | -----------------------------------------------------------------------------
|                                                                                   |  |                                                                               |           |                                                                              
|CASH
    FLOWS FROM OPERATING ACTIVITIES                                           |  |                                                                               |           |                                                                              
|Net
    income (loss)                                                              |  | $                                                                             | (17,234   | )                                                                            
|Adjustments
    to reconcile net loss to net cash used
    in operating activities |  |                                                                               |           |                                                                              
|Gain on sale of properties
    held for investment                                 |  |                                                                               | (133      | )                                                                            
|Depreciation                                                                       |  |                                                                               | 16,336    |                                                                              
|Changes
    in assets and liabilities                                              |  |                                                                               |           |                                                                              
|Real
    Estate Inventory                                                          |  |                                                                               | 837,287   |                                                                              
|Accounts
    payable - related party                                               |  |                                                                               | 37,083    |                                                                              
|Accounts
    payable and accrued expenses                                          |  |                                                                               | 627,282   |                                                                              
|Prepaid
    expenses                                                               |  |                                                                               | (4,607    | )                                                                            
|Net cash provided by
    (used in) operating activities                            |  |                                                                               | 1,496,014 |                                                                              
|                                                                                   |  |                                                                               |           |                                                                              
|CASH
    FLOWS FROM INVESTING ACTIVITIES                                           |  |                                                                               |           |                                                                              
|Repayment from
    (advances     to) Berkshire Homes, Inc.                         |  |                                                                               | 153,349   |                                                                              
|Purchase of property
    held for investment                                       |  |                                                                               | —         |                                                                              
|Proceeds from sale
    of property held for investment                             |  |                                                                               | 1,110,547 |                                                                              
|Net cash provided by
    investing activities                                      |  |                                                                               | 1,263,896 |                                                                              
|                                                                                   |  |                                                                               |           |                                                                              
|CASH
    FLOWS FROM FINANCING ACTIVITIES                                           |  |                                                                               |           |                                                                              
|Proceeds
    from sale of stock                                                    |  |                                                                               | —         |                                                                              
|Proceeds
    from promissory notes                                                 |  |                                                                               | —         |                                                                              
|Net cash provided by
    financing activities                                      |  |                                                                               | —         |                                                                              
|                                                                                   |  |                                                                               |           |                                                                              
|NET
    CHANGE IN CASH                                                             |  |                                                                               | 2,759,910 |                                                                              
|                                                                                   |  |                                                                               |           |                                                                              
|CASH - BEGINNING OF
    PERIOD                                                     |  |                                                                               | 1,098,530 |                                                                              
|                                                                                   |  |                                                                               |           |                                                                              
|CASH - END OF PERIOD                                                               |  | $                                                                             | 3,858,440 |                                                                              
|                                                                                   |  |                                                                               |           |                                                                              
|SUPPLEMENTAL
    CASH FLOW INFORMATION:                                            |  |                                                                               |           |                                                                              
|Cash
    paid for interest                                                         |  | $                                                                             | —         |                                                                              
|Cash
    paid for taxes                                                            |  | $                                                                             | —         |                                                                              
|                                                                                   |  |                                                                               |           |                                                                              
|NON-CASH
    TRANSACTIONS:                                                         |  |                                                                               |           |                                                                              
|Subscription
    receivable                                                        |  | $                                                                             | —         |                                                                              



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



F-3


Table of Contents




PRAETORIAN
PROPERTY, INC.

(Formerly
CANNABIS-RX INC.)

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



NOTE 1 - NATURE OF OPERATIONS
AND CONTINUANCE OF BUSINESS



Organization and Description
of Business



Praetorian Property,
Inc. (the “Company”) was incorporated in Delaware on July 5, 2011. On December 10, 2015, the Company moved to its
state of incorporation to the State of Nevada. The business plan of the Company was to create a marketing and promotion
platform for a stretch and fitness apparatus. On July 3, 2013, the Company changed its business to acquiring, improving and
selling real property, and changed its name from L3 Corp. to Longview Real Estate, Inc. On January 30, 2014, the Company
changed its name to Cannabis-Rx Inc. with the Company’s real estate business expanding to include the regulated
cannabis industry by purchasing and selling real estate assets and leasing space and related facilities to licensed marijuana
growers and dispensary owners for their operations. In addition, the Company plans to expand its business to provide
financing and consulting services to the cannabis industry in addition to commercial real estate solutions. On September 30,
3015, the Company changed its name to Praetorian Property, Inc.



The accompanying unaudited
interim financial statements of Praetorian Property, Inc. (the “Company”) have been prepared in accordance with accounting
principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should
be read in conjunction with the Company’s audited 2014 annual financial statements and notes thereto filed on Form 10-K
with the SEC. In the opinion of management, all adjustments, consisting of normal reoccurring adjustments, necessary for a fair
presentation of financial position and the results of operations for the interim periods present have been reflected herein. The
results of operation for interim periods are not necessarily indicative of the results to be expected for the full year. Notes
to the financial statements, which would substantially duplicate the disclosure required in the Company’s fiscal 2014 financial
statements have been omitted.



NOTE 2 – GOING CONCERN



These consolidated
financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets
and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since
inception resulting in an accumulated deficit of $812,624 as of September 30, 2015. Further losses are anticipated in the development
of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue
as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management
intends to finance operating costs over the next twelve months with loans and/or private placement of common stock. These financial
statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts
and classification of liabilities that might result from this uncertainty.



NOTE
3 - REAL ESTATE INVENTORY

Inventories are stated
at the lower of cost or market. During the current interim period, the Company received net proceeds of $837,287 from real estate
properties sales, net of purchases.

|Inventory
    balance: 12/31/2014 |  |  | 14,076,278  |  
|--------------------------------- |  |  | ----------- | -
|Properties Sold:                  |  |  | (11,751,495 | )
|Properties Acquired:              |  |  | 10,914,208  |  
|Ending Balance: (9/30/15)         |  |  | 13,238,991  |  





During the period ended September 30, 2015, the Company disposed
of a property held for investment for proceeds of $1,110,547. This resulted in a gain on disposition of property held for investment
of $133.







F-4


Table of Contents








NOTE 4 - PROMISSORY NOTES



During
2013, the Company borrowed $150,000 under two notes at 18% interest per annum.  The promissory notes are unsecured. The notes
have matured but have not been declared in default. We continue to accrue interest at the face amount.

During
2013, the Company borrowed $8,100,000 under three notes at 5% interest per annum. The promissory notes are unsecured. The notes
have matured but have not been declared in default. We continue to accrue interest at the face amount.

On January 27, 2014 the
Company issued a promissory note in the principal amount of $4,000,000 at the interest rate of 5% per annum and due and payable
twenty four months from the date of issuance, subject to acceleration in the event of default and may be prepaid in whole or in
part without penalty or premium.

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

On March 27, 2014 the
Company entered into a secured lending agreement in the principal amount of $14,000,000 at the interest rate of 5% per annum and
due and payable twenty four months from the date of issuance, subject to acceleration in the event of default and may be prepaid
in whole or in part without penalty or premium. No funds have been received from this agreement as of September 30, 2015

Total interest
expense recorded on the notes for the periods ended September 30, 2015 and 2014 was $624,000 and $580,438.



NOTE 5 - RELATED PARTY TRANSACTIONS



As of September 30, 2015,
the Company had a balance of $47,503 owed to a director and officer for management fees and expenses paid on behalf of the Company.



During 2014, the Company advanced
$156,968 to Berkshire Homes, Inc., a public company with a common director and management. During 2015, the Company received repayments
of $153,349, of the outstanding advances. As of September 30, 2015, the outstanding balance was $ 3,619.



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



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Table of Contents




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



Forward-Looking Statements



Certain statements, other
than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and
expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.”
These forward-looking statements generally are identified by the words “believes,” “project,” “expects,”
“anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,”
“will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks
and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict
results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse
effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions,
legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles.
These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not
be placed on such statements.



Company Overview



We were incorporated
on July 5, 2011 in the State of Delaware. On December 10, 2015, we re-domiciled our company to the State of Nevada. We are
engaged in the business of acquiring a portfolio of distressed properties in certain strategic areas at deep discounts,
rehabilitating these properties and selling or leasing them for the quickest and highest return possible. In conjunction with
these real estate operations, in January 2014, we began catering to the real estate needs of the regulated cannabis industry,
in states and other locations where such business is licensed and permitted.



We recently decided to refocus
our efforts on our core business – real estate acquisition and disposition - and to abandon our efforts in the cannabis
industry. We spent a lot of time and effort trying to purchase real estate assets and lease them to licensed cannabis operators.
The effort to locate and acquire these rental properties required more due diligence than anticipated and invariably resulted
in a lack of suitable space that fit our parameters. Unlike purchasing and selling real property, the rental property business
entails additional features, including maneuvering zoning issues, finding the right size, space and layout of the property, along
with locating suitable tenants with the proper licensing. Moreover, we found it difficult to obtain financing and conduct banking
operations with our corporate name as “Cannabis.” Despite the momentum involved in the legalization of cannabis in
many states, there remains significant resistance in the form of banking regulations, financing terms, zoning and other obstacles
that make it difficult to operate.



Despite the difficulties encountered
in the cannabis industry, such as maintaining banking relationships and obtaining financing, our core business of acquiring and
disposing of real property continues to be viable. As a result of the forward progress we have made in our core business and the
difficulties presented in the cannabis industry, we have decided to reevaluate our primary business objectives. While we have
not abandon our efforts in the cannabis industry, we have decided to refocus our primary efforts on our core business –
real estate acquisition and disposition. As a result, we have change our name from “Cannabis-Rx, Inc.” to “Praetorian
Property, Inc.” We have also decided to expand our efforts to acquire real estate by looking at potential markets abroad,
including Canada.



To date, we have raised $16,250,000
through the sale of unsecured promissory notes. We continue to seek out the best financing opportunities in order to deploy funds
into our business operations that we believe best suited to the real estate industry. We are hopeful that our name change and
decision to abandon rental property for cannabis related businesses will increase our changes at obtaining capital. We hope to
secure the lowest cost financing possible to build our inventory of properties for resale.



4


Table of Contents






At
present, we have acquired 69properties for a total cost of $25,350,652. Of the 69  properties, 54 have been rehabilitated and sold or are under contract for sale, 11 have been rehabilitated and are listed for
sale, and 0 properties are held for investment purposes. The remaining 11 properties are in the process of rehabilitation. To
date, we now own three classes of real estate: single family, multi-family and commercial, all of which are located in Florida,
Illinois, California, Ohio, Michigan and Washington. Some of these properties are held by us and some are held in our wholly-owned
subsidiary, Praetorian Capital, LLC, a Florida limited liability company formed on October 22, 2013. One property has been subdivided
into 8 units.









Results of Operations for
the three months ended September 30, 2015 and 2014



Revenues



We generated sales of
$4,081,975 and net rental income of  $17,215 for the three months ended September 30, 2015, as compared with sales of
$5,944,150 for the same period ended 2014. We generated sales of $12,813,132 and net rental income of $127,715 for the nine
months ended September 30, 2015, as compared with sales of $9,573,781 for the same period ended 2014. We expect our sales to
continue to climb in 2015 as we dispose of the properties that we have previously acquired.



Our cost of sales totaled
$2,770,034 for the three months ended September 30, 2015, as compared with $5,092,800 for the same period ended 2014. Our cost
of sales totaled $11,751,495 for the nine months ended September 30, 2015, as compared with $8,428,915 for the same period ended
2014. Our costs of sales includes: purchase price, rental expenses, rehabilitation, escrow, closing costs, and commissions.



We recorded a gross profit
of $1,329,156 for the three months ended September 30, 2015, as compared with a gross profit of $851,350 for the same period ended
2014. We recorded a gross profit of $1,189,352 for the nine months ended September 30, 2015, as compared with a gross profit of
$1,144,866 for the same period ended 2014.



Operating Expenses



Operating expenses increased
to $166,575 for the three months ended September 30, 2015 compared to $142,127 for the three months ended September 30, 2014.
Our operating expenses for the three months ended September 30, 2015 consisted of general and administrative expenses of $94,328,
management fees and expenses of $41,196, professional fees of $23,354 and marketing and public relations fees of $7,697. In comparison,
operating expenses for the three months ended September 31, 2014 consisted of management fees and expenses of $54,664, professional
fees of $4,225 and general and administrative expenses of $83,238



Operating expenses increased
to $531,719 for the nine months ended September 30, 2015 compared to $352,603 for the nine months ended September 30, 2014. Our
operating expenses for the nine months ended September 30, 2015 consisted of general and administrative expenses of $215,961,
management fees and expenses of $164,367, professional fees of $63,833, deprecation of $16,336, consulting fees of $55,000 and
marketing and public relations fees of $16,222. In comparison, our operating expenses for the nine months ended September 30,
2014 consisted of management fees and expenses of $109,190, consulting fees of $11,500, professional fees of $31,074 and general
and administrative expenses of $200,839.



We anticipate our operating
expenses will increase as we continue our business operations. The increase will be attributable to administrative and operating
costs associated the acquisition, renovation and sale of residential properties and the professional fees associated with our
reporting obligations under the Securities Exchange Act of 1934.



Other Expenses



Other expenses of
$207,867 for the three months ended September 30, 2015,  were comparable to $208,000 for the three months ended September
30, 2014. Other expenses for both periods mainly consisted of interest expenses. Other expenses increased to $623,867 for
the nine months ended September 30, 2015, from $508,560 for the nine months ended September 30, 2014. Other expenses for
both periods mainly consisted of interest expenses. We expect that interest expenses will increase as we plan to take on more
debt to finance our property acquisitions resulting in higher interest expenses.



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Net Income



We recognized net
income before income tax expense of $954,714 for the three months ended September 30, 2015, compared to net income of
$501,223 for the three months ended September 30, 2014. We recognized    net income before income tax expense of $33,766 for
the nine months ended September 30, 2015, compared to net income before income tax expense of $283,703 for the nine months
ended September 30, 2014.



Werecorded
income tax expense of $51,000 on the three and six month periods ended September 30, 2015. The Company incurred no income tax
expenses for the same periods in 2014.



Liquidity and Capital Resources



As of September 30, 2015,
we had total assets of $17,130,657 consisting mostly of cash and our real property inventory. We had total liabilities of $17,882,481
as of September 30, 2015.



Operating activities provided
$1,496,014 in cash for the nine months ended September 30, 2015, as compared with $7,128,773 used for the nine months ended September
30, 2014. Our positive operating cash flow for 2015 was mainly a result of changes associated with our real property inventory
and accounts payable and accrued expenses.



Investing activities provided
$1,263,896 in cash for the nine months ended September 30, 2015, as compared with $1,364,595 used for the nine months ended September
30, 2014. Our positive investing cash flow for the nine months ended September 30, 2015 was mainly a result of proceeds from the
sale of property held for investment and a payment received on advances from Berkshire Homes, Inc.



Financing activities for the
nine months ended September 30, 2015 generated -0- in cash, as compared with cash flows provided by financing activities of $8,002,000
for the nine months ended September 30, 2014.



To date, we have raised $16,
250,000 through the sale of unsecured promissory notes. We continue to seek out the best financing opportunities in order to deploy
funds into business operations that we believe best suited in the cannabis industry, as well as continue to pursue our real estate
activities.



As of September 30, 2015,
we had $3,858,440 in cash. With the cash on hand, we have sufficient cash to operate our business at the current level for the
next twelve months. Our plan, however, is to acquire more properties, and to do this, we intend to fund our expansion through
debt and/or equity financing arrangements. We do not have any formal commitments or arrangements for the sales of stock or the
advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on
acceptable terms, or at all.



Going Concern



The accompanying financial
statements have been prepared on a going concern basis which assumes we will be able to realize our assets and discharge our liabilities
in the normal course of business for the foreseeable future. We have incurred losses since inception resulting in an accumulated
deficit of $812,624 as of September 30, 2015 and further losses are anticipated in the development of our business raising substantial
doubt about our ability to continue as a going concern. The ability to continue as a going concern is dependent upon generating
profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities
arising from normal business operations when they come due. Management anticipates financing operating costs over the next twelve
months with loans and/or private placement of common stock. These financial statements do not include any adjustments relating
to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result
from this uncertainty.



Critical Accounting Policies



In December 2001, the SEC
requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis.
The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s
financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result
of the need to make estimates about the effect of matters that are inherently uncertain.



Our critical accounting policies
are set forth in Note 2 to the financial statements contained in our Annual Report on Form 10-K filed with the Securities and
Exchange Commission on July 23, 2015.



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Recently Issued Accounting
Pronouncements



We do not expect the adoption
of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or
cash flow.



Off Balance Sheet Arrangements



As of September 30, 2015,
there were no off balance sheet arrangements.



Item
3.  Quantitative and Qualitative Disclosures About Market Risk



A smaller reporting company
is not required to provide the information required by this Item.



Item
4.  Controls and Procedures



Disclosure Controls and
Procedures



We conducted an evaluation,
with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation
of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,
as amended, or the Exchange Act, as of September 30, 2015, to ensure that information required to be disclosed by us in the reports
filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified
in the Securities Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by
us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including
our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that as of September 30, 2015, our disclosure controls and procedures were not effective at the reasonable assurance
level due to the material weaknesses identified and described below.



Our principal executive officers
do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure
controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive
officers have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how
well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further,
the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because
of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There
can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.



Remediation Plan to Address
the Material Weaknesses in Internal Control over Financial Reporting



A material weakness is a deficiency,
or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that
a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management
identified the following three material weaknesses that have caused management to conclude that, as of September 30, 2015, our
disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance
level:



1.      
We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls
over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act as of the period ending September 30, 2015.
Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment
of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.



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2.      
We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size
and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to
the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed
by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our
disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.



3.      
Effective controls over the control environment were not maintained. Specifically, a formally adopted written code of business
conduct and ethics that governs our employees, officers, and directors was not in place. Additionally, management has not developed
and effectively communicated to employees its accounting policies and procedures. This has resulted in inconsistent practices.
Further, our Board of Directors does not currently have any independent members and no director qualifies as an audit committee
financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect
across the organization, management has determined that these circumstances constitute a material weakness.



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



To remediate the material
weakness in our documentation, evaluation and testing of internal controls we plan to engage a third-party firm to assist us in
remedying this material weakness once resources become available.



We intend to remedy our material
weakness with regard to insufficient segregation of duties by hiring additional employees in order to segregate duties in a manner
that establishes effective internal controls once resources become available.



Changes in Internal Control
over Financial Reporting



No change in our system of
internal control over financial reporting occurred during the period covered by this report, the period ended September 30, 2015,
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



PART
II – OTHER INFORMATION



Item
1. Legal Proceedings



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



Item
1A: Risk Factors



A smaller reporting company
is not required to provide the information required by this Item.



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



None



Item
3. Defaults upon Senior Securities



None



Item
4. Mine Safety Disclosures



N/A



Item
5. Other Information



None









Item
6. Exhibits



|                   |                                                                                                                                                                                      
|------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
    Number | Description
        of Exhibit                                                                                                                                                       
|31.1               | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                    
|31.2               | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                    
|32.1               | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002        
|101**              | The following materials
    from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 formatted in Extensible Business
    Reporting Language (XBRL).
|                   | **Provided herewith                                                                                                                                                                  



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SIGNATURES



Pursuant to the requirements
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.



|       |                                                     
|------ | ----------------------------------------------------
|       | Praetorian
        Property, Inc.                   
|Date:  | January
        19, 2016                            
|By:    | /s/
    Llorn Kylo                                  
|       | Llorn
    Kylo                                      
|Title: | President,
    Chief Executive Officer, and Director



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