UNITED
STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



FORM
10-K/A

(AMENDMENT
NO. 1)



(Mark
One)



|x | ANNUAL
    REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|- | --------------------------------------------------------------------------------------
|  |                                                                                       
|  | For the fiscal
    year ended: April 30, 2014                                         
|  |                                                                                       
|o | TRANSITION
    REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|  |                                                                                       
|  | For the transition
    period from________ to ___________                             



Commission
File No.: 000-55031



THE
MARYJANE GROUP, INC.

(Exact
name of registrant as specified in its charter)

|                                                                   |                                         
|------------------------------------------------------------------ | ----------------------------------------
|Nevada                                                             | 98-1039235                              
|(State
    or other jurisdiction of incorporation or organization) | (I.R.S.
    Employer Identification No.)



910
Sixteenth Street, Suite 412, Denver, CO 80202

(Address
of principal executive offices)



Registrants
telephone number, including area code: (303) 835-8603



Securities
registered pursuant to Section 12(b) of the Exchange Act: None



| | Securities
    registered pursuant to Section 12(g) of the Exchange Act: | Common
    Stock, Par Value $0.001 | 
| | ------------------------------------------------------------------------ | ---------------------------------- | 
| |                                                                          | (Title
    of class)               | 



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ̈Nox



Indicate
by check mark if the registrant is not requiredto file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act.Yes ̈Nox



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. YesxNo ̈



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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).

YesxNo ̈



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ̈



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act.



| | Large
    accelerated filer ̈                     | Accelerated
    filer ̈        
| | ------------------------------------------------ | ------------------------------
| | Non-accelerated
    filer ̈                       | Smaller reporting
    companyx
| | (Do not check
    if smaller reporting company.) |                               



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



The
aggregate market value of the voting common stock held by non-affiliates of the registrant (5,800,000 shares) based on the closing
price of the registrants common stock as reported on OTCQB on October 31, 2013, which was the last business day of the
registrants most recently completed second fiscal quarter, was $0. For purposes of this computation, all officers, directors,
and 10% beneficial owners of the registrant are deemed to be affiliates.



The
number of shares outstanding of the registrants common stock as of August 27, 2014 was 18,552,500.



DOCUMENTS
INCORPORATED BY REFERENCE:



None.

1





EXPLANATORY
NOTE RELATED TO AMENDMENT NO. 1



This
Annual Report on Form 10-K/A, Amendment No. 1 (the Report) is being filed as an amendment due to the erroneous filing
of an incomplete Annual Report on Form 10-K which was filed with the Commission on August 13, 2014 (the Prior Report).
The Prior Report should be disregarded in its entirety.

2





Table
of Contents



|ITEM 1.  | BUSINESS.                                                                                                     | 5 
|-------- | ------------------------------------------------------------------------------------------------------------- | --
|         |                                                                                                               |   
|ITEM 1A. | RISK FACTORS.                                                                                                 | 10
|         |                                                                                                               |   
|ITEM 1B. | UNRESOLVED STAFF COMMENTS.                                                                                    | 10
|         |                                                                                                               |   
|ITEM 2.  | PROPERTIES.                                                                                                   | 10
|         |                                                                                                               |   
|ITEM 3.  | LEGAL PROCEEDINGS.                                                                                            | 11
|         |                                                                                                               |   
|ITEM 4.  | MINE SAFETY DISCLOSURES.                                                                                      | 11
|         |                                                                                                               |   
|ITEM 5.  | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. | 12
|         |                                                                                                               |   
|ITEM 6.  | SELECTED FINANCIAL DATA.                                                                                      | 15
|         |                                                                                                               |   
|ITEM 7.  | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.                        | 15
|         |                                                                                                               |   
|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.                                                   | 21
|         |                                                                                                               |   
|ITEM 8.  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.                                                                  | 21
|         |                                                                                                               |   
|ITEM 9.  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.                         | 22
|         |                                                                                                               |   
|ITEM 9A. | CONTROLS AND PROCEDURES.                                                                                      | 22
|         |                                                                                                               |   
|ITEM 9B. | OTHER INFORMATION.                                                                                            | 23
|         |                                                                                                               |   
|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.                                                      | 23
|         |                                                                                                               |   
|ITEM 11. | EXECUTIVE COMPENSATION.                                                                                       | 26
|         |                                                                                                               |   
|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.               | 28
|         |                                                                                                               |   
|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.                                    | 29
|         |                                                                                                               |   
|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES.                                                                       | 29
|         |                                                                                                               |   
|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.                                                                   | 30

3





INTRODUCTORY
COMMENT



Cautionary
Statement Concerning Forward-Looking Information



This
report contains certain forward-looking statements (as such term is defined in Section 27A of the Securities Act of 1933, as amended
(the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act)
and information relating to the Company that are based on the current beliefs of the Companys management as well as assumptions
made by and information currently available to management, including statements related to the markets for the Companys
products and services, general trends and trends in the Companys operations or financial results, plans, expectations,
estimates and beliefs. When used in this report, the words anticipate, believe, estimate,
expect, intend, plan, predict, opinion, will and similar
expressions and their variants, as they relate to the Company or the Companys management, may identify forward-looking statements.
Such statements reflect the Companys judgment as of the date of this report with respect to future events, the outcome
of which is subject to certain risks, including the risk factors described herein, which may have a significant impact on the
Companys business, operating results or financial condition. You are cautioned that these forward-looking statements are
inherently uncertain. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect,
actual results or outcomes may vary materially from those described herein. The Company undertakes no obligation to update forward-looking
statements. Among the general factors that could cause actual results and financial condition are:



| | ● | The
success or failure of managements efforts to implement their business strategy;
| | - | ------------------------------------------------------------------------------------



| | ● | The
ability of the Company to raise sufficient capital to meet operating requirements;
| | - | --------------------------------------------------------------------------------------



| | ● | The
uncertainty of consumer demand for our products and services;
| | - | -----------------------------------------------------------------



| | ● | The
ability of the Company to compete with major established companies;
| | - | -----------------------------------------------------------------------



| | ● | Heightened
competition, including, with respect to pricing, entry of new competitors and the 	development of new products by new and existing
competitors;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Absolute
and relative performance of our products and services;
| | - | ---------------------------------------------------------------



| | ● | The
effect of changing economic conditions;
| | - | -------------------------------------------



| | ● | The
ability of the Company to attract and retain quality employees and management;
| | - | ----------------------------------------------------------------------------------



| | ● | The
current global recession and financial uncertainty; and
| | - | -----------------------------------------------------------



| | ● | Other
risks which may be described in future filings with the U.S. Securities and Exchange 	Commission (SEC)
| | - | --------------------------------------------------------------------------------------------------------------



No
assurances can be given that the results contemplated in any forward-looking statements will be achieved or will be achieved in
any particular timetable. We assume no obligation to publicly correct or update any forward-looking statements as a result of
events or developments subsequent to the date of this Annual Report. The reader is advised, however, to consult any further disclosures
we make on related subjects in our filings with the SEC.



Explanatory
Note Regarding the Company



Upon
the closing of a Securities Exchange Agreement by and among The MaryJane Group, Inc., f/k/a Pladeo Corp., a Nevada corporation
(the Company), Capital Growth Corporation, a Colorado corporation (CGC), and the shareholders of CGC on
February 27, 2014 (the CGC Acquisition), and the closing of a Securities Exchange Agreement between the Company and
the principal shareholders of Mary Jane Entertainment, LLC, Mile High Times, LLC, Dab City Radio, LLC and Mary Jane Tours, LLC,
each a Colorado limited liability company (referred to individually by name or collectively as the Mary Jane Group)
(the Mary Jane Group Acquisition), on March 14, 2014, the Company became the parent company of each of Capital Growth
Corporation, Mary Jane Entertainment, LLC, Mile High Times, LLC, Dab City Radio, LLC and Mary Jane Tours, LLC, and each became
a wholly-owned subsidiary of the Company. Thereafter, the Company changed its name to The MaryJane Group, Inc. Subsequent to completing
the above acquisitions, the Company formed the following entities as wholly-owned subsidiaries, namely: Mary Jane Glassworks,
LLC, Bud and Breakfast, LLC, Mary Jane Hospitality, LLC and Mary Jane Events, LLC.



4





Unless
otherwise provided in this Annual Report on Form 10-K (the Report), all references in this Report to we,
us, our Company, our, The MaryJane Group, Inc., the Company, or the
Registrant refers to The MaryJane Group, Inc. and its subsidiaries. Unless otherwise indicated in this Report, all
references in this Report to the Companys Board of Directors shall refer to the Board of Directors of The MaryJane Group,
Inc. which was reconstituted upon the closing of the aforementioned Securities Exchange Agreements. Following the closing of the
aforementioned CGC Acquisition and Mary Jane Group Acquisition, the business of the Company became that of its operating subsidiaries
that specialize in lodging and entertainment services surrounding the recreational marijuana industry in Colorado. This Report
contains summaries of the material terms of various agreements executed in connection with the acquisitions and related transactions.



PART
I



| | ITEM
                           1. | BUSINESS.
| | ---------------------------------- | ---------



Corporate
Overview and History of The MaryJane Group, Inc.



The
Company was incorporated in Nevada on February 16, 2012 for the purpose of developing online chat systems free of charge. The
Company was unable to raise sufficient funds to implement its business plan. On February 26, 2014, Joel Schneider, entered into
a share purchase agreement with Lisbeth Guerrero, the Companys former sole officer and director, pursuant to which he purchased
8,000,000 shares of the Companys common stock, representing 77.2% of the issued and outstanding shares of the Companys
common stock on that date. In connection with the purchase, Ms. Guerrero resigned as sole officer and director and Mr. Schneider
became our sole officer and director.



As
a result of being unable to properly fund and build our business of developing online chart systems, we were considered a shell
company under the rules of the Commission. On February 27, 2014, we entered into and closed the CGC Exchange Agreement and
on March 14, 2014, we entered into and closed the Mary Jane Group Exchange Agreement, as outlined hereinabove. As a result, we
(i) closed a transaction to acquire CGC, (ii) closed a transaction to acquire the Mary Jane Group, (iii) ceased being a shell
company upon the acquisition of its five operating subsidiaries, and (iv) experienced a change in control in which Mr. Schneider
and the former shareholders of CGC and the Mary Jane Group acquired control of the Company.



Unless
otherwise stated or unless the context otherwise requires, the description of our business set forth below is provided on a combined
basis, taking into account our newly-acquired wholly owned subsidiaries mentioned herein.



Overview
of Operating Businesses



On
January 1, 2014, the State of Colorado became the first state to legalize the use of recreational marijuana. Colorado residents,
who are at least 21 years of age with photo identification, may purchase as much as one ounce of marijuana in a single transaction.
Non-Colorado residents, bearing the same identification, may purchase as much as one-quarter ounce. Marijuana cannot be consumed
in any public space, including the shops where it was purchased. Our five operating subsidiaries, as outlined herein, were formed
for the purpose of providing financing to assist Colorado marijuana growers, providing cannabis friendly lodging and to provide
value added services of information and entertainment to the consumers supporting the recreational marijuana industry.



The
Company is a holding company for its nine subsidiaries: Capital Growth Corporation, a Colorado corporation, and Mary Jane Entertainment,
LLC, Mile High Life, LLC (inactive), Dab City Radio (inactive), Mary Jane Tours, LLC, Mary Jane Glassworks, LLC, Bud and Breakfast,
LLC, Mary Jane Hospitality, LLC (newly formed) and Mary Jane Events, LLC (newly formed), each a Colorado limited liability company.



5





Capital
Growth Corporation, organized on February 4, 2014, was formed for the purpose of providing short- and long-term financing to assist
growers and retail establishments engaged in the manufacture and distribution of recreational marijuana within the State of Colorado.
Since its formation, Capital Growth has not entered into any funding transactions. The Company utilizes Capital Growth as a business
development company.



Mary
Jane Tours, LLC, organized on April 15, 2013 (Mary Jane Tours), was formed to provide a unique Colorado cannabis experience
at a competitive price to capitalize on the rapidly growing recreational marijuana industry. Currently, Mary Jane Tours operates
as a concierge service, whereby we book tours that are conducted by an independent operator. We receive a fluctuating percentage
of the gross proceeds of tours book through depending on which type of tour is booked.



Mary
Jane Entertainment, LLC, organized on May 21, 2013 (Mary Jane Entertainment), was formed to provide contracted limousine
and party-bus services. Mary Jane Entertainment continues to operate on a limited basis.



Mary
Jane Glassworks, LLC, organized on April 10, 2014, was formed to manufacture American-made glass pipes, bubblers, bongs and other
glass products used in the consumption of marijuana and production of marijuana byproducts. We initially began operations of Mary
Jane Glassworks as a full glass blowing factory, wherein we manufactured the products described above. However, as a result of
continued losses, we streamlined this business to a sandblasting operation whereby we purchase manufactured glass products like
jars, mugs, glasses etc. and either put our logo or private label these items to be sold in our facilities or the facility of
our private label customers. In addition we operate our apparel division Denver Nugs under Mary Jane Glassworks,
the apparel division operates similar to the current operations of Mary Jane Glassworks, in that we either create our own designs
of contract manufacture private label apparel for dispensaries, head shops, and other businesses both within and outside the cannabis
industry.



Bud
and Breakfast, LLC, organized on April 10, 2014, was formed to operate and manage our marijuana-friendly bed and breakfast located
at The Adagio, 1430 Race Street, Denver, Colorado. The Bud and Breakfast, LLC is our most successful business operation and managements
plan is to focus on this business opportunity and we actively seeking locations to open additional Bud and Breakfasts.



Mary
Jane Hospitality, LLC, organized on July 22, 2014, was formed to seek additional lodging and hospitality businesses that are not
only located within the State of Colorado, but in other jurisdictions as recreational marijuana becomes legal in other states
throughout the United States.



Mary
Jane Events, LLC, organized on July 22, 2014, was formed for the purposes of planning private and corporate events focused upon
the recreational/medicinal marijuana industry.



Dab
City Radio (Dab City Radio) and Mile High Life, LLC f/k/a Mile High Time, LLC, organized on February 16, 2014 and
October 13, 2013, respectively, were formed to be the promotional arms of Mary Jane Tours and MaryJane Entertainment. Through
Dab City Radio and Mile High Life, we advertised and marketed Mary Jane Tours and the Bud and Breakfast through Internet radio
broadcasting and newsprint. As the only BMI and ASCAP-licensed Internet radio station, DabCityRadio.com can legally play mainstream
music. When we subsequently became a member of the Colorado Broadcast Association, it boosted our credibility and increased the
legitimacy for our business offerings. In November 2013, Mile High Life (under the name Mile High Times) released its first newspaper
in print. On June 9, 2014, we terminated the operations of Mile High Times due to continued losses in our operations and our inability
to adequately compete with the larger and more established newspapers/magazines in the cannabis sector. The operations of Dab
City Radio were also terminated due to continued losses and our inability to generate enough advertising income to cover its cost
of operations.

6





Neither
the Company, nor any of its subsidiaries, have been involved in any bankruptcy, receivership or any similar proceeding, and except
for the subject acquisitions set forth herein, has not had or been a party to any material reclassifications, mergers or consolidations
since inception.



The
Companys primary SIC code is 7990 – Services; Miscellaneous Amusement and Recreation.



We
maintain websites as follows: www.TheMaryJanegrp.com, www.adagiobb.com and www.MaryJaneEntertainment.com.



Our
Products



Bud
and Breakfast at the Adagio



On
April 10, 2014, we entered into a one-year lease with the owner of the Adagio Bed and Breakfast located at 1430 Race Street, Denver,
Colorado (the Adagio). We transformed the Adagio from a traditional bed and breakfast to the first, all-inclusive
Bud and Breakfast in what our management believes to be the first of its kind. The guest package includes a wake and
bake breakfast, a 4:20 Happy hour and the best marijuana and marijuana edibles Colorado has to offer. We provide our guests an
on-site chef who prepares a gourmet breakfast and afternoon hors doeuvres. Since beginning operations at The Bud and Breakfast
in April 2014, bookings and residency rates have increased dramatically and it is currently generating approximately $40,000-$45,000
of revenue per month. In addition, The Bud and Breakfast allows us to book tours and sell our glass products and apparel to guests.
As a result of our success at the Adagio, management is actively seeking additional lodging facilities and expects to open a second
location during the next 60 days.



We
use the outside patio of the Adagio as a smoking lounge where members pay a $50 monthly or $300 annual membership fee for access
to the lounge. The smoking lounge provides a safe haven for tourists seeking a place to enjoy their favorite marijuana products.
We market the lounge through dispensaries, head shops, and through concierge services at Denvers finer hotels.



Mary
Jane Tours



Mary
Jane Tours provides cannabis-friendly tours and offers customizable packages. Our tours begin at the Adagio with luxury transportation
provided by an independent contractor. Each tour takes our patrons to a dispensary where they receive 20% off any purchase with
their paid tour receipt. The tour continues with sightseeing through Denver and ends back at the Adagio where guests can use the
outside smoking lounge to sample their purchases. At the end of each tour guests receive a gift bag containing some of our glass
and/or apparel. Each tour lasts approximately two hours and costs $149 per person.



Mary
Jane Entertainment



Mary
Jane Entertainment provides professional photography, graphic design services, rentals of limousines and party buses, music recording
and sound engineering, custom T-shirt and apparel manufacturing, banners, sublimation printing, event planning, company branding,
and fundraising. All professional services are priced by the hour.



Dab
City Radio



Dab
City Radio was a licensed internet radio station. Due to continued losses the Company terminated the operations of Dab City Radio.

7





Mile
High Life



Mile
High Life, f/k/a Mile High Times, launched in November 2013 and delivered an outlook on Denver and Colorado in general, and its
respective communities, with reports from the front lines on music, art, sports, entertainment, lifestyle and more. Due to continued
losses and our inability to compete with more established competitors, we discontinued operations of Mile High Life in June, 2014
after the publication of our June issue.



MaryJane
Glassworks, LLC



We
formed MaryJane Glassworks, LLC on April 10, 2014 and launched its initial product line at the High Times Cannabis Cup on April
19-20, 2014. MaryJane Glassworks manufactured American-made glass pipes, bubblers, bongs and other glass products used in the
consumption of marijuana and production of marijuana byproducts. However, as a result of continued losses, we streamlined this
business to a sandblasting operation whereby we purchase manufactured glass products like jars, mugs, glasses etc. and either
put our logo or private label these items to be sold in our facilities or the facility of our private label customers. In addition
we operate our apparel division Denver Nugs under Mary Jane Glassworks, the apparel division operates similar to the
current operations of Mary Jane Glassworks, in that we either create our own designs of contract manufacture private label apparel
for dispensaries, head shops, and other businesses both within and outside the cannabis industry.



Mary
Jane Hospitality, LLC and Mary Jane Events, LLC



Both
these entities were formed on July 22, 2014 and have not commenced operations. Mary Jane Hospitality, LLC was formed for the purposes
of owning and operating additional lodging properties. Mary Jane Events, LLC was formed for the purposes organizing events to
be held the Companys facilities.



Overview
of Marketing Plan and Positioning



Our
marketing strategy is a simple one -- satisfied customers are our best marketing tool. Social media will play a huge role in our
success. We distribute advertising brochures to local businesses throughout Denver and surrounding cities. Our sales and marketing
teams use traditional grassroots methods to reach out to our demographics. Direct mail will be used to contact cannabis-friendly
businesses throughout the United States.



The
Bud and Breakfast has already positioned itself as the only full cannabis friendly lodging facility with the City of Denver and
the State of Colorado. As a result we have been featured and or mentioned in a number of news outlets including ABC News, New
York Times and the Huffington Post to name a few. Our tours will position us to expand our brand recognition throughout the state
of Colorado. Our Internet radio show are already distributed and being broadcasted to our target market.



The
tours are reasonably priced for the recreational marijuana consumer, the tours are marketed through our website and directly to
our guests at the Bud and Breakfast. We have changed our business model for our tour offerings from that of being the owner and
operator of the vehicles, to simply a concierge/booking service. We have contracted with an independent limousine operator who
provides the transportation for our tour guests. We typically net approximately 50% of the revenues derived from the tours.



Sales
Strategy



Colorado
is currently considered the cannabis capital of the United States. The cannabis industry is expected to earn over $2 billion in
product sales and tourism by the end of 2014. Our target market is the recreational marijuana consumers who are 21 to 75 years
of age. They are college students, young professionals, blue and white collar workers, patients, senior citizens, moms, dads,
teachers, and students. This demographic is increased 5,000% when adding out of state and international visitors. The desire to
indulge in the recreational marijuana experience is larger than ever and the market is positioned for a company like The MaryJane
Group to

8





provide
that experience. All ages are flocking to Colorado for the Green rush for cannabis products including raw bud, concentrates, and
infused edibles and drinks. The Companys Bud and Breakfast, tours and events provide our patrons with the ultimate Green
experience. All these products appeal to all ages, sexes and ethnicities.



Colorado
has very strict laws regarding the possession of and public consumption of recreational marijuana. As such, our companies provide
across the board products and services to meet the needs of every cannabis connoisseur from every demographic by providing safe
access to their cannabis experience from beginning to end.



The
MaryJane Group is evolving into a world-class marijuana promotional organization through carefully building successful businesses
in the cannabis industry and then leveraging that experience to meet the industrys needs. By strategically laying the foundation
as the Green Rush was gaining momentum, we have built a recognizable brand and will be leveraging this recognition
to provide tourism, information, and entertainment via carefully chosen channels that cater to the interests of the marijuana
community.



The
Bud and Breakfast provides its guests with a one of a kind experience in which they can consume their favorite cannabis product
in a safe and beautiful environment. Mary Jane Tours will continue to leverage the historical experience in Colorado as the first
state to legalize recreational marijuana by providing unique luxury tours. Dab City Radio will continue to celebrate the marijuana
culture while expanding into a growing national base. All three divisions provide a tremendous amount of advertising potential
that will continue to drive revenue growth. Management believes it has established a solid foundation in a rapidly growing industry.



Intellectual
Property



We
do not have any patents or registered trademarks at this time.



Competition
and Our Competitive Advantage



At
present we do not believe there is any competitors for our Bed and Breakfast, however there is no assurance that additional cannabis
friendly lodging facilities will be established in the future, which if that happens will cause competition to our Bed and Breakfast.
Competition may come from entities that are better financed then our company. Mary Jane Tours main competitor is My 420 Tours,
a company that has built a national following due to publicity received from talk shows and news media. They were the first cannabis
tour company in Colorado; however, they lack the variety of our tours, usually just visiting marijuana growing facilities and
not offering the personal services and amenities that we offer.



Mary
Jane Glassworks competes with a number of companies that are more established and better financed. At present we find it difficult
to compete with these entities and management has decided to limit the operation of Mary Jane Glassworks to manufacturing smaller
pieces and jars primarily to promote our brand name.



Government
Regulation



Our
products and services do not require licensing and are not subject to any governmental regulation.



Employees



We
currently have 15 employees.

9





Corporate
Information



Our
corporate headquarters are located at 910 Sixteenth Street, Suite 412, Denver, CO 80202. Our telephone number is 303-835-8603.



Environmental
Laws



We
do not handle, store or transport hazardous materials or waste products. We abide by all applicable federal, state and local laws
and regulations governing the use, manufacture, storage, handling and disposal of hazardous materials and waste products. We do
not anticipate the cost of complying with these laws and regulations to be material.



Reports
to Security Holders



We
are subject to the requirements of Section 13(a) under the Exchange Act which requires us to file annual reports on Form 10-K,
quarterly reports on Form 10-Q, and current reports on Form 8-K, and we are required to comply with all other obligations of the
Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act. You may read
and copy any materials we file with the Securities and Exchange Commission (SEC) at the SECs Public Reference Room
at 100 F Street NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling
the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and
other information filed electronically with the SEC at http://www/sec.gov.



You
may obtain a copy, free of charge, of our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on
Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as
reasonably practicable after we electronically file such material with the SEC. You may obtain these reports by making a request
in writing addressed to: Joel C. Schneider, Chief Executive Officer, The MaryJane Group, Inc., 910 Sixteenth Street, Suite 412,
Denver, CO 80202 or by downloading these reports and further information about our company on our website at http://www.themaryjanegrp.com.



| | ITEM 1A. | RISK
FACTORS.
| | -------- | -------------



We
are a smaller reporting company, and as such, are not required to provide information pursuant to this item.



| | ITEM
                           1B. | UNRESOLVED
                                         STAFF COMMENTS.
| | ----------------------------------- | -------------------------------------------------------------------



N/A.



| | ITEM
                           2. | PROPERTIES.
| | ---------------------------------- | -----------



Our
principal office, and that of our subsidiaries, is located at 910 Sixteenth Street, Suite 412, Denver, Colorado 80202 where we
lease 1,126 square feet of office space. We entered into the three-year lease on July 21, 2014. The lease expires on July 31,
2017. The monthly rent through July 31, 2015 is $1,505; thereafter it increases to $1,600 and $1,700 on August 1, 2015 and 2016,
respectively. We believe that the leased premises are suitable and adequate to meet our current needs.



We
lease the Adagio, a 7,000 square foot Victorian located at 1430 Race Street, Denver, Colorado which is the location of our Bud
and Breakfast. The lease is for one (1) year and expires on April 10, 2015. The monthly rent is $9,000 plus 2.5% of the gross
monthly revenue. The Company has an exclusive option to purchase the Adagio for $1,500,000.

10





The
Companys glass blowing factory and apparel division are located at 665 E. 70th Avenue, Unit 5, Denver, Colorado.
The Company is currently vacating these premises and has located a new facility on which it expects to sign a lease within the
next 10 days.



We
believe that these premises are adequate and sufficient for our current needs.



| | ITEM
                           3. | LEGAL
                                         PROCEEDINGS.
| | ---------------------------------- | -----------------------------------------------------------



Settlement
of Litigation



On
April 29, 2014, Mile High Times, LLC and Mary Jane Entertainment, LLC, two of our wholly owned subsidiaries and Trans-High Corporation,
Inc. d/b/a High Times (Trans-High), both desiring to avoid the expense, uncertainty, inconvenience and other burdens
of litigating the action, agreed to settle their dispute and entered into a Stipulated Judgment which was filed with the court
on that date. The lawsuit was filed by Trans-High in United District Court for the Southern District of New York, Case No. 14
CV 2039 and alleged (i) trademark infringement, (ii) false representations, descriptions and designations of origin, (iii) cyber-squatting
and (iv) substantial and related claims for unfair competition and deceptive trade practices all under the Lanham Act, as specifically
related to the use of the name of the Companys publication named Mile High Times. As part of the settlement, we agreed
to no longer use the name Mile High Times for our future publications as well as change the name of the attendant
website. We published one issue of our magazine under the name The Mile High Life, and thereafter terminated operations
of the magazine.



| | ITEM
                           4. | MINE
                                         SAFETY DISCLOSURE.
| | ---------------------------------- | ----------------------------------------------------------------



N/A.

11





PART
II



| | ITEM
                           5. | MARKET
                                         FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
                                         OF EQUITY SECURITIES.
| | ---------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Market
Information



As
of the date of this Annual Report, our Common Stock is quoted on the OTCQB under the symbol MJMJ. The market for our
Common Stock is limited, volatile and sporadic and the price of our Common Stock could be subject to wide fluctuations in response
to quarterly variations in operating results, news announcements, trading volume, sales of our Common Stock by officers, directors
and principal shareholders of the Company, general market trends, changes in the supply and demand for our shares, and other factors.
The following table sets forth the high and low sales prices for each quarter relating to the Companys Common Stock for the last
two fiscal years. These quotations reflect inter-dealer prices without retail mark-up, markdown, or commissions, and may not reflect
actual transactions.



|Quarter
    Ended                                     | High   | Low  
|----------------------------------------------------- | ------ | -----
|Fiscal
    Year 2014 (May 1, 2013 to April 30, 2014)  |        |      
|Fourth
    Quarter (ended April 30, 2014)             | $11.50 | $5.00
|Third
    Quarter (ended January 31, 2014)            | N/A    | N/A  
|Second
    Quarter (October 31, 2013)                 | N/A    | N/A  
|First
    Quarter (July 30, 2013)                     | N/A    | N/A  
|                                                      |        |      
|Fiscal
    Year 2013 (May 1, 2012  to April 30, 2013) |        |      
|Fourth
    Quarter (ended April 30, 2013)             | N/A    | N/A  
|Third
    Quarter (ended January 31, 2013)            | N/A    | N/A  
|Second
    Quarter (ended October 31, 2012)           | N/A    | N/A  
|First
    Quarter (ended July 30, 2012)               | N/A    | N/A  



Holders



Records
of our stock transfer agent indicate that as of July 31, 2014, we had approximately 30 record holders of our Common Stock. The
number of registered shareholders excludes any estimate by us of the number of beneficial owners of shares of our Common Stock
held in street name. As of the date of this Report, we had 18,552,500 shares of Common Stock issued and outstanding.



Dividends



Historically,
we have not paid dividends on our Common Stock and we currently do not intend to pay any dividends on our Common Stock in the
foreseeable future. We currently plan to retain any earnings to finance the growth of our business rather than to pay cash dividends.



Securities
Authorized for Issuance under Equity Compensation Plans



None.

12





Recent
Sales of Unregistered Securities



Securities
Exchange Agreement with Capital Growth Corporation



On
February 27, 2014, pursuant to the terms of the CGC Exchange Agreement, we acquired 100% of the issued and outstanding shares
of CGC and 100% of the issued and outstanding Common Stock Purchase Warrants of CGC (the CGC Warrants), in exchange
for the issuance of an aggregate of 5,000,000 shares of our common stock (the Company Shares) and Common Stock Purchase
Warrants for the purchase of an aggregate of 1,497,000 shares of our common stock (the Company Warrants). The Company
Shares included 4,502,000 shares to be issued to Joel Schneider, who was named our sole officer and director upon the closing
of the Exchange Agreement. The Company Warrants are exercisable for a term of five years commencing six months from the date of
issuance at an exercise price of $1.00 per share.



Securities
Exchange Agreement with the Mary Jane Group



On
March 14, 2014, pursuant to the terms of the MJG Exchange Agreement, we agreed to purchase and the Principal Shareholders of the
Mary Jane Group agreed to sell 100% of their issued and outstanding shares or membership interests (the Mary Jane Group
Stock) in exchange for an aggregate of 2,500,000 shares of our common stock (the Company Stock). In addition,
the number of shares of the Company Stock to be issued in exchange may be increased, but not decreased, one time only on the first
year anniversary of the Closing of the MJG Exchange Agreement, so as to ensure that the value of the Company Stock issued to the
Principal Shareholders exceeds $0.40 per share or an aggregate of $1,000,000.



Issuance
of Common Stock Purchase Warrant



Under
the CGC Exchange Agreement dated February 27, 2014, we acquired 100% of the issued and outstanding Common Stock Purchase Warrants
of CGC in exchange for the issuance by us of Common Stock Purchase Warrants for the purchase of an aggregate of 1,497,000 shares
of our common stock. These warrants are exercisable for a term of five years commencing six months from the date of issuance at
an exercise price of $1.00 per share.



Issuances
of Shares of Our Common Stock



On
June 27, 2014, we issued 250,000 shares of our Common Stock to Charles G. Berkowitz upon his being named as Chief Operating Officer.
In addition, he will receive 250,000 shares for each of the nine succeeding months. The shares are being issued in reliance on
Section 4(2) and Regulation D of the United States Securities Act of 1933, as amended (the Securities Act). The shares
of common stock will not been registered under the Securities Act or under any state securities laws and may not be offered or
sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration
requirements.



On
May 10, 2014, we issued 10,000 shares of our Common Stock to Helen Strader as additional consideration pursuant to the Lease Agreement
for the Adagio Bed and Breakfast.



On
May 10, 2014, we issued 2,500 shares of our Common Stock to Joshua Jetton as additional consideration pursuant to an asset purchase
agreement under which we acquired a 26-person party bus.



In
June 2014, we issued 125,000 shares of our Common Stock to Mark Gaitan pursuant to his employment agreement.



In
June, 2014, we issued 25,000 shares of our Common Stock to Jeremiah Kern pursuant to a consulting agreement. We hired Mr. Kern
as a consultant to our MaryJane Glassworks subsidiary. On July 22, 2014, we terminated his consulting agreement for non-performance.

13





Issuances
of Convertible Promissory Notes



On
March 18, 2014, we issued an aggregate of $90,000 in Convertible Promissory Notes to two investors (AHB Associates for $45,000
and Continental Equities, LLC for $45,000). The Convertible Promissory Notes are convertible into shares of our common stock at
$1.00 per share. The proceeds from the sale of these securities were used for general working capital.



On
April 7, 2014, we issued an aggregate of $75,000 in Convertible Promissory Notes to two investors (AHB Associates for $50,000
and Continental Equities, LLC for $25,000). The Convertible Promissory Notes are convertible into shares of our common stock at
$1.00 per share. The proceeds from the sale of these securities were used for general working capital.



Issuances
of Convertible Promissory Notes with Common Stock



From
May 1, 2014 through July 1, 2014, we issued an aggregate of $96,000 in Convertible Promissory Notes and 400,000 shares of our
common stock to Tide Pool Ventures Corporation for an aggregate purchase price of $100,000. The Convertible Promissory Notes are
convertible into shares of our common stock at $1.00 per share. The proceeds from the sale of these securities were used for general
working capital.



On
May 2, 2014, we issued a $50,000 Convertible Promissory Note and 50,000 shares of our common stock to TJC Trading LLC for an aggregate
purchase price of $50,500. The Convertible Promissory Note is convertible into shares of our common stock at $1.00 per share.
The proceeds from the sale of these securities were used for general working capital.



On
May 2, 2014, we issued a $50,000 Convertible Promissory Note and 200,000 shares of our common stock to TJC Trading LLC for an
aggregate purchase price of $50,000. The Convertible Promissory Note is convertible into shares of our common stock at $1.00 per
share. The proceeds from the sale of these securities were used for general working capital.



Issuance
of Convertible Promissory Note with Warrant and Common Stock



In
July 2014, we issued a $36,000 Convertible Promissory Note, 125,000 shares of our common stock and a Common Stock Purchase Warrant
for the purchase of 125,000 shares of our common stock to TJC Trading LLC for an aggregate purchase price of $36,000. The Convertible
Promissory Note converts into shares of our common stock at 80% of the current market price subject to a minimum conversion price
of $0.25 per share and a maximum conversion price of $1.50 per share. The three-year Warrant is exercisable at $0.75 per share.
The proceeds from the sale of these securities were used for general working capital.



Issuance
of Convertible Promissory Note with Warrant



On
August 14, 2014, we issued an 8% Original Issue Convertible Promissory Note in the principal amount of $61,600 (the Note)
and a Common Stock Purchase Warrants for the purchase of 513,333 shares of our common stock to JDF Capital, Inc. The Note matures
on February 13, 2016 and is convertible into shares of the Companys common stock at a 60% discount to the lowest daily
volume weighted average price (VWAP) of the Companys common stock for (i) the 20 trading days immediately
prior to the Original Issue Date or (ii) the 20 trading days prior to the date of conversion. The five-year Warrant is exercisable
at $0.132 per share and contains provisions for a cashless exercise. We received net proceeds of $50,000 from this transaction
after the payment of $6,000 in legal fees to legal counsel of JDF Capital, Inc. and the original discount of $5,600. The proceeds
from the sale of the securities are being used as working capital.



Purchases
of Equity Securities by the Issuer and Affiliated Purchasers



None.

14





| | ITEM
                           6. | SELECTED
                                         FINANCIAL DATA.
| | ---------------------------------- | -----------------------------------------------------------------



We
are a smaller reporting company as defined by Rule 229.10(f)(1) and are not required to provide information under this
item.



| | ITEM
                           7. | MANAGEMENTS
                                         DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
| | ---------------------------------- | -------------------------------------------------------------------------------------------------------------------------------



Managements
Discussion and Analysis or Plan of Operation



You
should read the following discussion and analysis in conjunction with the information set forth under our consolidated financial
statements and the notes to those financial statements included elsewhere in this Annual Report. This discussion contains forward-looking
statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from
those contained in or implied by any forward-looking statements.



Company
Overview



On
January 1, 2014, the State of Colorado became the first state to legalize the use of recreational marijuana. Colorado residents,
who are at least 21 years of age with photo identification, may purchase as much as one ounce of marijuana in a single transaction.
Non-Colorado residents, bearing the same identification, may purchase as much as one-quarter ounce. Marijuana cannot be consumed
in any public space, including the shops where it was purchased. Our five operating subsidiaries, as outlined herein, were formed
for the purpose of providing financing to assist Colorado marijuana growers, providing cannabis friendly lodging and to provide
value added services of information and entertainment to the consumers supporting the recreational marijuana industry.



We
are a holding company for its nine subsidiaries: Capital Growth Corporation, a Colorado corporation, and Mary Jane Entertainment,
LLC, Mile High Life, LLC (inactive), Dab City Radio (inactive), Mary Jane Tours, LLC, Mary Jane Glassworks, LLC, Bud and Breakfast,
LLC, Mary Jane Hospitality, LLC (newly formed) and Mary Jane Events, LLC (newly formed), each a Colorado limited liability company.



Liquidity
and Capital Resources



We
will be dependent upon obtaining additional financing in order to adequately fund working capital, infrastructure, expansion expenses
and significant marketing/investor related expenditures to gain market recognition, so that it can achieve a level of revenue
adequate to support its cost structure, none of which can be assured. We believe that we will need approximately $2 million over
the next twelve months. While initial operations have been funded with private placements of equity and bridge loans, there can
be no assurance that adequate financing will continue to be available, and, if available, be on terms that are favorable. Our
cash balance at April 30, 2014 was $3,431.



We
believe that we will achieve operating profitability during the quarter ending October 31, 2014; however, due to conditions and
influences out of our control, including the current state of the national economy, we cannot guarantee that profitability will
be achieved or that it will be achieved in the stated time frame, nor is there any assurance that such an operating level can
ever be achieved.



As
of April 30, 2014, our working capital deficit was $134,458, our accumulated deficit was $253,464 and our stockholders
deficit was $163,528. Operating loss was $237,398 and $15,279 for the years ended April 30, 2014 and 2013, respectively. Our net
loss was $238,140 and $15,279 for the years ended April 30, 2014 and 2013, respectively.

15





On
March 18, 2014, we issued an aggregate of $90,000 in 5% Convertible Debentures (the Debentures) to two investors.
The Debentures are due and payable on or before March 20, 2017, including accrued interest calculated at 5% per annum. The Debentures
are convertible into Company Shares at $1.00 per share. The proceeds from the sale of these securities were used for general working
capital.



On
April 7, 2014, we issued an aggregate of $75,000 in Convertible Promissory Notes (the Notes) to two investors. The
Notes are due and payable on or before April 30, 2015, including accrued interest calculated at 5% per annum. The Notes are convertible
into Company Shares at $1.00 per share. The proceeds from the sale of these securities were used for general working capital.



Results
of Operations



Revenue,
net and Gross Profit



Revenue
for the year ended April 30, 2014 was $16,234 as compared to $0 for the year ended April 30, 2013. Our revenue during the year
ended April 30, 2014 was primarily derived from advertising sales for the Companys magazine and tour revenue. Our gross
profit for the year ended April 30, 2014 was $10,066 compared to $0 gross profit for year ended April 30, 2013.



Operating
Expenses



For
the year ended April 30, 2014, general and administration costs were $232,586, sales and marketing costs were $5,892 and depreciation
expense was $8,986.



Critical
Accounting Estimates and New Accounting Pronouncements



Critical
Accounting Estimates



The
preparation of financial statements in accordance with accounting principles generally accepted in the U.S. (GAAP)
requires management to make estimates and assumptions that affect reported amounts and related disclosures in the financial statements.
Management considers an accounting estimate to be critical if:



| | ● | if
                                         requires assumptions to be made that were uncertain at the time the estimate was made,
                                         and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | changes
                                         in the estimate or different estimates that could have been selected could have a material
                                         impact on our results of operations or financial condition.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We
base our estimates and judgments on our experience, our current knowledge, our beliefs of what could occur in the future, our
observation of trends in the industry, information provided by our customers and information available from other sources. Actual
results may differ from these estimates under different assumptions or conditions. We have identified the following accounting
policies and estimates as those that we believe are most critical to our financial condition and results of operations and that
require managements most subjective and complex judgments in estimating the effect of inherent uncertainties: share-based
compensation expense, income taxes, complex derivative financial instruments and impairment of long-lived assets.



Cash



For
purposes of the Statements of Cash Flows, we consider amounts held by financial institutions and short-term investments with an
original maturity of 90 days or less at the time of purchase to be cash and cash equivalents. Beginning January 1, 2013, insurance
coverage reverted to $250,000 per depositor at each financial institution, and our non-interest bearing cash balances may exceed
federally insured limits. We had no interest-bearing amounts on deposit in excess of federally insured limits at April 30, 2014
and 2013.

16





Trade
Accounts Receivable



Trade
accounts receivable are customer obligations due under normal trade terms. We provide an allowance for doubtful accounts, which
is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Trade accounts
receivable passed due by more than 90 days are considered delinquent. Delinquent receivables are written off based on individual
credit evaluations, results of collection efforts, and specific circumstances of the customer. Recoveries of accounts previously
written off are recorded as reductions of bad debt expense when received. At April 30, 2014 and 2013, we had no trade accounts
receivable.



Fixed
Assets



Fixed
assets are stated at cost, net of accumulated depreciation. Maintenance and repair costs, which do not significantly extend the
useful lives of the respective assets, are charged to operating expenses as incurred. We use the straight-line method of depreciation
for its property and equipment based on the estimated useful lives of the assets, generally three to five years.



Revenue
Recognition



We
recognize revenue in accordance with ASC Topic 605, Revenue Recognition, which requires 1) evidence of an arrangement,
2) delivery of the product or service, 3) a fixed or determinable price, and 4) assurance of collection within a reasonable period
of time.



Fair
value of financial instruments



In
accordance with the reporting requirements of ASC Topic 825, Financial Instruments, we calculate the fair value of its
assets and liabilities which qualify as financial instruments under this standard and includes this additional information in
the notes to the financial statements when the fair value is different than the carrying value of those financial instruments.
We do not have any assets or liabilities measured at fair value on a recurring or a non-recurring
basis, consequently, we did not have any fair value adjustments for assets and liabilities measured at fair value at the balance
sheet date, nor gains or losses reported in the statements of operations that are attributable to the change in unrealized gains
or losses relating to those assets and liabilities still held during the years endedApril 30, 2014 and 2013.



Income
Taxes



Income
taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized when the rate change is enacted. Valuation allowances
are recorded to reduce deferred tax assets to the amount that will more likely than not be realized.



In
accordance with ASC Topic 740, Income Taxes, we recognize the effect of uncertain income tax positions only if the positions
are more likely than not of being sustained in an audit, based on the technical merits of the position. Recognized uncertain income
tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or
measurement are reflected in the period in which those changes in judgment occur. We recognize both interest and penalties related
to uncertain tax positions as part of the income tax provision.

17





Basic
Income (Loss) Per Share



We
calculate earnings per share (EPS) in accordance with ASC Topic 260, Earnings Per Share, which requires the
computation and disclosure of two EPS amounts, basic and diluted. Basic EPS is computed based on the weighted average number of
shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of common shares
outstanding plus all potentially dilutive common shares outstanding during the period. Such potential dilutive common shares consist
of stock options and warrants to purchase common stock of the Company of which the Company had none at April 30, 2014 and 2013.



Stock
Based Compensation



We
recognize compensation expense for all stock based payments granted based on the grant date fair value estimated in accordance
with ASC Topic 718, Share Based Payments. Compensation expense is generally recognized on a straight-line basis over the
employees requisite service period based on the awards estimated lives for fixed awards with ratable vesting provisions.
We recognize no stock based compensation during the years ended April 30, 2014 and 2013.



Use
of Estimates



Our
consolidated financial statements have been prepared in accordance GAAP. The preparation of these consolidated financial statements
requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses
and related disclosure of contingent assets and liabilities. We evaluate our estimates, including those related to contingencies,
on an ongoing basis. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or
conditions.



Recently
Issued and Newly Adopted Accounting Pronouncements



During
the year ended April 30, 2014 and through August 28, 2014 there were several new accounting pronouncements issued by the FASB.
Each of these pronouncements, as applicable, has been or will be adopted. We do not believe the adoption of any of these accounting
pronouncements has had or will have a material impact on our consolidated financial statements.



Recent
Events Since April 30, 2014



Change
in Officers



On
June 8, 2014, Jose Ramirez, our Chief Operating Officer, tendered his 60-day resignation. We accepted his resignation as Chief
Operating Officer and the Board of Directors requested that the resignation take effect immediately rather than in 60-days to
allow the Board of Directors to immediately commence a search for his replacement. Mr. Ramirez remained as a member of the Board
of Directors until he was removed on July 14, 2014.



On
June 27, 2014, we entered into an Executive Employment Agreement (the Agreement) with Charles G. Berkowitz wherein
Mr. Berkowitz was hired to serve as our Chief Operating Officer for an initial term of three years. The Agreement will be automatically
extended on its anniversary date for subsequent one-year terms unless either party gives notice that they intend not to renew
at least three months in advance of the automatic renewal date. Mr. Berkowitz will receive a base annual salary of $100,000 through
December 31, 2014, $125,000 for calendar year 2015 and $150,000 for the remaining initial term. Mr. Berkowitz will receive a monthly
car allowance of not less than $500. Upon execution of the Agreement, Mr. Berkowitz was issued 250,000 shares of our Companys
Common Stock and will receive an additional 250,000 shares per month for

18





the
subsequent nine months for an aggregate issuance of 2,500,000 shares. Mr. Berkowitz agreed not to compete for a period of two
years following the end of his employment.



Issuances
of Shares of Our Common Stock



On
May 10, 2014, we issued 10,000 shares of our Common Stock to Helen Strader as additional consideration pursuant to the Lease Agreement
for the Adagio Bed and Breakfast.



On
May 10, 2014, we issued 2,500 shares of our Common Stock to Joshua Jetton as additional consideration pursuant to an asset purchase
agreement under which we acquired a 26-person party bus.



In
June 2014, we issued 125,000 shares of our Common Stock to Mark Gaitan pursuant to his employment agreement.



In
June, 2014, we issued 25,000 shares of our Common Stock to Jeremiah Kern pursuant to a consulting agreement. We hired Mr. Kern
as a consultant to our MaryJane Glassworks subsidiary. On July 22, 2014, we terminated his consulting agreement for non-performance.



Issuances
of Convertible Promissory Notes



On
April 7, 2014, we issued an aggregate of $75,000 in Convertible Promissory Notes to two investors (AHB Associates for $50,000
and Continental Equities, LLC for $25,000). The Convertible Promissory Notes are convertible into shares of our common stock at
$1.00 per share. The proceeds from the sale of these securities were used for general working capital.



Issuances
of Convertible Promissory Notes with Common Stock



From
May 1, 2014 through July 1, 2014, we issued an aggregate of $96,000 in Convertible Promissory Notes and 400,000 shares of our
common stock to Tide Pool Ventures Corporation for an aggregate purchase price of $100,000. The Convertible Promissory Notes are
convertible into shares of our common stock at $1.00 per share. The proceeds from the sale of these securities were used for general
working capital.



On
May 2, 2014, we issued a $50,000 Convertible Promissory Note and 50,000 shares of our common stock to TJC Trading LLC for an aggregate
purchase price of $50,500. The Convertible Promissory Note is convertible into shares of our common stock at $1.00 per share.
The proceeds from the sale of these securities were used for general working capital.



On
May 2, 2014, we issued a $50,000 Convertible Promissory Note and 200,000 shares of our common stock to TJC Trading LLC for an
aggregate purchase price of $50,000. The Convertible Promissory Note is convertible into shares of our common stock at $1.00 per
share. The proceeds from the sale of these securities were used for general working capital.



Issuance
of Convertible Promissory Note with Warrant and Common Stock



In
July 2014, we issued a $36,000 Convertible Promissory Note, 125,000 shares of our common stock and a Common Stock Purchase Warrant
for the purchase of 125,000 shares of our common stock to TJC Trading LLC for an aggregate purchase price of $36,000. The Convertible
Promissory Note converts into shares of our common stock at 80% of the current market price subject to a minimum conversion price
of $0.25 per share and a maximum conversion price of $1.50 per share. The three-year Warrant is exercisable at $0.75 per share.
The proceeds from the sale of these securities were used for general working capital.

19





Consulting
Agreement with Jeremiah Kern



In
May, 2014, the Company entered into a consulting agreement with Jeremiah Kern whereby Mr. Kern would act as a consultant to the
Companys wholly-owned subsidiary MaryJane Glassworks, LLC. Pursuant to the consulting agreement the Company agreed to pay
Mr. Kern $750 per week and agreed to issue Mr. Kern 25,000 shares upon signing and 25,000 ninety days thereafter. On July 22,
2014 the Company terminated this agreement.



Employment
Agreement with Adam Jeffers



In
May, 2014, the Company entered into an employment agreement with Adam Jeffers to become the Companys Graphic Designer and
Art Coordinator. The Company pays Mr. Jeffers an annual base salary of $35,000 per year. As additional consideration the Company
issued 20,000 stock options exercisable at $2.00 per share to Mr. Jeffers pursuant to the Companys 2014 Equity Incentive
Plan.



Employment
Agreement with Mark Gaitan



In
May, 2014, the Company entered into an employment agreement with Mark Gaitan to become the Companys Manager of our apparel
division and General Manager of our factory and warehouse. The Company pays Mr. Gaitan an annual base salary of $50,000 per year.
As additional consideration the Company issued 125,000 shares of its Common Stock to Mr. Gaitan.



Suspension
and/or Reduction of Operations



In
June, 2014, the Company suspended the operations of its newsmagazine The Mile High Life due to continued losses. As a result of
the suspension, the Company laid off all 4 employees of that entity. In June, 2014, the Company reduced significantly the operations
of its radio station Dab City Radio also due to losses. The Company continues to operate the radio station on a limited basis.



Formation
of New Entities



In
July, 2014, the Company formed two new subsidiaries, MaryJane Events, LLC and MaryJane Hospitality, LLC.



Office
Lease



On
July 21, 2014, we relocated our principal office, and that of our subsidiaries, to 910 Sixteenth Street, Suite 412, Denver, Colorado
80202 when we entered into a three-year lease. We lease 1,126 square feet of office space under the lease which expires on July
31, 2017. The monthly lease amount through July 31, 2015 is $1,505; thereafter, it increases to $1,600 and $1,700 on August 1,
2015 and 2016, respectively. The lease permits a one-time extension of the lease for a two-year period with the lease amount being
increased to $1,800 and $1,900, respectively.



Issuance
of Convertible Promissory Note with Warrant



On
August 14, 2014, we issued an 8% Original Issue Discount Convertible Promissory Note in the principal amount of $61,600 (the OID
Note) and a Common Stock Purchase Warrants for the purchase of 513,333 shares of our common stock to JDF Capital, Inc. The
Note matures on February 13, 2016 and is convertible into shares of the Companys common stock at a 60% discount to the
lowest daily volume weighted average price (VWAP) of the Companys common stock for (i) the 20 trading days
immediately prior to the original issue date or (ii) the 20 trading days prior to the date of conversion. The five-year Warrant
is exercisable at $0.132 per share and contains provisions for a cashless exercise. We received net proceeds of $50,000 from this
transaction after the payment of $6,000 in legal fees to legal counsel of JDF Capital, Inc. and the original discount of $5,600.
The proceeds from the sale of the securities are being used as working capital.

20





Off-Balance
Sheet Arrangements



As
of April 30, 2014, we had no material off-balance sheet arrangements.



| | ITEM
                           7A. | QUANTITATIVE
                                         AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
| | ----------------------------------- | ----------------------------------------------------------------------------------------------------



We
are a smaller reporting company as defined by Rule 229.10(f)(1) and are not required to provide information under this item.



| | ITEM
                           8. | FINANCIAL
                                         STATEMENTS AND SUPPLEMENTARY DATA.
| | ---------------------------------- | -------------------------------------------------------------------------------------



21





INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS





|                                                                                             |  | Page
|-------------------------------------------------------------------------------------------- |  | ----
|Report of Independent Registered Public Accounting Firm                                      |  | F-1 
|Consolidated Balance Sheets as of April 30, 2014 and 2013                                    |  | F-2 
|Consolidated Statements of Operations for the years ended April 30, 2014 and 2013            |  | F-3 
|Consolidated Statements of Stockholders’ Deficit for the years ended April 30, 2014 and 2013 |  | F-4 
|Consolidated Statements of Cash Flows for the years ended April 30, 2014 and 2013            |  | F-5 
|Notes to Consolidated Financial Statements                                                   |  | F-6 









HARRIS
& GILLESPIE CPAS, PLLC

CERTIFIED
PUBLIC ACCOUNTANTS

3901
STONE WAY N., SUITE 202

SEATTLE,
WA 98103

206.547.6050



REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board
of Directors

The Maryjane
Group Inc. and Subsidiaries



We
have audited the accompanying balance sheet of The Maryjane Group Inc. and Subsidiaries as of April 30, 2014 and 2013, and the
related statements of operations, stockholders deficit and cash flows for the periods then ended. These financial statements
are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements
based on our audit.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The
Maryjane Group Inc. and Subsidiaries as of April 30, 2014 and 2013 and the results of its operations and cash flows for the periods
then ended in conformity with generally accepted accounting principles in the United States of America.



The
accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note
#2 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial
doubt about its ability to continue as a going concern. Managements plan in regard to these matters is also described in
Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/S/ HARRIS
& GILLESPIE CPAS, PLLC



Seattle,
Washington

August
12, 2014

F-1





THE
MARYJANE GROUP, INC. AND SUBSIDIARIES

f/k/a
PLADEO CORP.

CONSOLIDATED
BALANCE SHEETS



|                                                                                                                                        |  | April 30, |         
|--------------------------------------------------------------------------------------------------------------------------------------- |  | --------- | --------
|                                                                                                                                        |  | 2014      |         
|ASSETS                                                                                                                                  |  |           |         
|                                                                                                                                        |  |           |         
|Current Assets:                                                                                                                         |  |           |         
|Cash                                                                                                                                    |  | $         | 3,431   
|Prepaid expenses                                                                                                                        |  |           | 10,149  
|Employee advances                                                                                                                       |  |           | 3,300   
|Total current assets                                                                                                                    |  |           | 16,880  
|                                                                                                                                        |  |           |         
|Fixed assets, net of accumulated depreciation of
    $8,986 and $0, respectively                                                        |  |           | 51,436  
|                                                                                                                                        |  |           |         
|Other Assets:                                                                                                                           |  |           |         
|Security deposit                                                                                                                        |  |           | 10,000  
|Total other assets                                                                                                                      |  |           | 10,000  
|                                                                                                                                        |  |           |         
|Total assets                                                                                                                            |  | $         | 78,316  
|                                                                                                                                        |  |           |         
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                                   |  |           |         
|                                                                                                                                        |  |           |         
|Current Liabilities:                                                                                                                    |  |           |         
|Notes payable                                                                                                                           |  | $         | 75,000  
|Accounts payable                                                                                                                        |  |           | 12,358  
|Bank overdraft                                                                                                                          |  |           | 13,757  
|Other current liabilities                                                                                                               |  |           | 50,223  
|Related party loan                                                                                                                      |  |           | —       
|Total current liabilities                                                                                                               |  |           | 151,338 
|                                                                                                                                        |  |           |         
|Long-term Liabilities:                                                                                                                  |  |           |         
|Convertible debentures                                                                                                                  |  |           | 90,000  
|Other liabilities                                                                                                                       |  |           | 506     
|Total long-term liabilities                                                                                                             |  |           | 90,506  
|                                                                                                                                        |  |           |         
|Total liabilities                                                                                                                       |  |           | 241,844 
|                                                                                                                                        |  |           |         
|Commitments and Contingencies                                                                                                           |  |           |         
|                                                                                                                                        |  |           |         
|Stockholders Deficit:                                                                                                                  |  |           |         
|Common stock - par value $0.001; 75,000,000 shares
    authorized; 17,860,000 and 9,140,000 shares issued and outstanding, respectively |  |           | 17,860  
|Additional paid in capital                                                                                                              |  |           | 72,076  
|Accumulated deficit                                                                                                                     |  |           | (253,464
|Total stockholders deficit                                                                                                             |  |           | (163,528
|                                                                                                                                        |  |           |         
|Total liabilities and stockholders deficit                                                                                             |  | $         | 78,316  



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



F-2





THE
MARYJANE GROUP, INC. AND SUBSIDIARIES

f/k/a
PLADEO CORP.

CONSOLIDATED
STATEMENTS OF OPERATIONS



|                                              |  | Years ended |           
|--------------------------------------------- |  | ----------- | ----------
|                                              |  | April 30,   |           
|                                              |  | 2014        |           
|                                              |  |             |           
|Revenue                                       |  | $           | 16,234    
|                                              |  |             |           
|Cost of goods sold                            |  |             | 6,168     
|                                              |  |             |           
|Gross profit                                  |  |             | 10,066    
|                                              |  |             |           
|Operating expenses:                           |  |             |           
|General and administration                    |  |             | 232,586   
|Sales and marketing                           |  |             | 5,892     
|Depreciation                                  |  |             | 8,986     
|Total operating expenses                      |  |             | 247,464   
|                                              |  |             |           
|Operating loss                                |  |             | (237,398  
|                                              |  |             |           
|Other income and (expense)                    |  |             |           
|Interest expense                              |  |             | (742      
|Total other income (expense)                  |  |             | (742      
|                                              |  |             |           
|Loss before taxes                             |  |             | (238,140  
|                                              |  |             |           
|Provision for income taxes                    |  |             | —         
|                                              |  |             |           
|Net loss                                      |  | $           | (238,140  
|                                              |  |             |           
|Loss per share, basic and diluted             |  | $           | (0.02     
|                                              |  |             |           
|Weighted average number of shares outstanding |  |             | 13,729,347



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



F-3





THE
MARYJANE GROUP, INC. AND SUBSIDIARIES

f/k/a
PLADEO CORP.CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT



|                                                         |  | Common Stock |            |  | Additional Paid |   |        | Accumulated |  |   |         | 
|-------------------------------------------------------- |  | ------------ | ---------- |  | --------------- | - | ------ | ----------- |  | - | ------- | 
|                                                         |  | Shares       |            |  | Amount          |   |        | in Capital  |  |   | Deficit | 
|Balance, April 30, 2012                                  |  |              | 8,000,000  |  |                 | $ | 8,000  |             |  | $ | —       | 
|Issuance of shares pursuant to stock purchase agreement  |  |              | 1,140,000  |  |                 |   | 1,140  |             |  |   | 10,260  | 
|Net loss during development stage                        |  |              | —          |  |                 |   | —      |             |  |   | —       | 
|                                                         |  |              |            |  |                 |   |        |             |  |   |         | 
|Balance, April 30, 2013                                  |  |              | 9,140,000  |  |                 |   | 9,140  |             |  |   | 10,260  | 
|                                                         |  |              |            |  |                 |   |        |             |  |   |         | 
|Issuance of shares pursuant to stock purchase agreement  |  |              | 1,220,000  |  |                 |   | 1,220  |             |  |   | 10,980  | 
|Shares issue to acquire Capital Growth Corporation       |  |              | 5,000,000  |  |                 |   | 5,000  |             |  |   | —       | 
|Shares issue to acquire the Mary Jane group of companies |  |              | 2,500,000  |  |                 |   | 2,500  |             |  |   | 43,566  | 
|Forgiveness of related party loan                        |  |              | —          |  |                 |   | —      |             |  |   | 7,270   | 
|Net loss                                                 |  |              | —          |  |                 |   | —      |             |  |   | —       | 
|                                                         |  |              |            |  |                 |   |        |             |  |   |         | 
|Balance, April 30, 2014                                  |  |              | 17,860,000 |  |                 | $ | 17,860 |             |  | $ | 72,076  | 



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



F-4





THE
MARYJANE GROUP, INC. AND SUBSIDIARIES

f/k/a
PLADEO CORP.

CONSOLIDATED
STATEMENTS OF CASH FLOWS



|                                                                                                    |  | Years ended |         
|--------------------------------------------------------------------------------------------------- |  | ----------- | --------
|                                                                                                    |  | April 30,   |         
|                                                                                                    |  | 2014        |         
|                                                                                                    |  |             |         
|CASH FLOWS FROM OPERATING ACTIVITIES                                                                |  |             |         
|Net loss                                                                                            |  | $           | (238,140
|Adjustments to reconcile net loss to net cash flows provided by (used in) operating
    activities: |  |             |         
|Effect of merger and recapitalization pursuant to execution of Security Exchange Agreements         |  |             | (7,124  
|Depreciation                                                                                        |  |             | 8,986   
|Change in operating assets and liabilities:                                                         |  |             |         
|Prepaid expense                                                                                     |  |             | (10,149 
|Other current assets                                                                                |  |             | (3,300  
|Accounts payable                                                                                    |  |             | 12,358  
|Bank overdraft                                                                                      |  |             | 13,757  
|Other current liabilities                                                                           |  |             | 50,224  
|Other long-term liabilities                                                                         |  |             | 505     
|Net cash flows used in operating activities                                                         |  |             | (172,883
|                                                                                                    |  |             |         
|CASH FLOWS FROM INVESTING ACTIVITIES                                                                |  |             |         
|Proceeds from acquisitions                                                                          |  |             | 5,000   
|Security deposit                                                                                    |  |             | (10,000 
|Purchase of fixed assets                                                                            |  |             | (7,232  
|Net cash flows used in operating activities                                                         |  |             | (12,232 
|                                                                                                    |  |             |         
|CASH FLOWS FROM FINANCING ACTIVITIES                                                                |  |             |         
|Proceeds from convertible debentures                                                                |  |             | 90,000  
|Proceeds from convertible promissory notes                                                          |  |             | 75,000  
|Proceeds from sale of common stock                                                                  |  |             | 12,200  
|Proceeds from related party loan                                                                    |  |             | —       
|Net cash flows provided by financing activities                                                     |  |             | 177,200 
|                                                                                                    |  |             |         
|Increase (decrease) in cash                                                                         |  |             | (7,915  
|Cash, beginning of period                                                                           |  |             | 11,346  
|Cash, end of period                                                                                 |  | $           | 3,431   
|                                                                                                    |  |             |         
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                                 
|                                                                                                    |  |             |         
|Interest paid                                                                                       |  | $           | —       
|                                                                                                    |  |             |         
|Income taxes paid                                                                                   |  | $           | —       
|                                                                                                    |  |             |         
|SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES:                                         
|                                                                                                    |  |             |         
|Shares issued to acquire the Mary Jane companies                                                    |  | $           | 46,066  
|                                                                                                    |  |             |         
|SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES:                                         
|                                                                                                    |  |             |         
|Forgiveness of related party loan                                                                   |  | $           | 7,270   



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



F-5





THE
MARYJANE GROUP, INC. AND SUBSIDIARIES

f/k/a
PLADEO CORP.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS



The
MaryJane Group, Inc., f/k/a Pladeo Corp., a Nevada corporation (the Company)was
incorporated in Nevada on February 16, 2012 for the purpose of developing online chat systems free of charge. The Company was
unable to raise sufficient funds to implement its business plan. As a result of being unable to properly fund and build our business
of developing online chart systems, we were considered a shell company under the rules of the Commission. On February
26, 2014, Joel Schneider, entered into a share purchase agreement with Lisbeth Guerrero, the Companys former sole officer and
director, pursuant to which he purchased 8,000,000 shares of the Companys common stock, representing 77.2% of the issued
and outstanding shares of the Companys common stock on that date (the Share
Purchase Agreement). In connection with the purchase, Ms. Guerrero resigned as sole officer and director and Mr.
Schneider became our sole officer and director.



On
February 27, 2014, we entered into and closed a Securities Exchange Agreement by and among
Company, Capital Growth Corporation, a Colorado corporation (CGC), and the shareholders of CGC on February 27, 2014
(the CGC Acquisition) andon March 14, 2014, we entered into and closed a
Securities Exchange Agreement between the Company and the managing member of Mary Jane Entertainment, LLC, Mile High Times, LLC,
Mary Jane Tours, LLC, and Dab City Radio, LLC, each a Colorado limited liability company (referred to individually by name or
collectively as the Mary Jane companies) (the Mary Jane companies Acquisition).As a result, we
ceased being a shell company upon the acquisition of the five operating subsidiaries.



Thereafter,
the Company changed its name to The MaryJane Group, Inc. Subsequent to completing the CGC and Mary Jane companies Acquisitions,
the we formed the following Colorado limited liability corporations as wholly-owned subsidiaries, namely: Mary Jane Glassworks,
LLC and Bud and Breakfast, LLC, (both organized on April 10, 2014) and Mary Jane Hospitality, LLC and Mary Jane Events, LLC (both
organized on July 22, 2014).



Overview
of Operating Businesses



On
January 1, 2014, the State of Colorado became the first state to legalize the use of recreational marijuana. Colorado residents,
who are at least 21 years of age with photo identification, may purchase as much as one ounce of marijuana in a single transaction.
Non-Colorado residents, bearing the same identification, may purchase as much as one-quarter ounce. Marijuana cannot be consumed
in any public space, including the shops where it was purchased. Our operating subsidiaries, as outlined herein, were formed for
the purpose of providing financing to assist Colorado marijuana growers, providing cannabis friendly lodging and to provide value
added services of information and entertainment to the consumers supporting the recreational marijuana industry.



Capital
Growth Corporation, organized on February 4, 2014 (Capital Growth), was formed for the purpose of providing short-
and long-term financing to assist growers and retail establishments engaged in the manufacture and distribution of recreational
marijuana within the State of Colorado. Since its formation, Capital Growth has not entered into any funding transactions. The
Company utilizes Capital Growth as a business development company.



Mary
Jane Tours, LLC, organized on April 15, 2013 (Mary Jane Tours), was formed to provide a unique Colorado marijuana
experience at a competitive price to capitalize on the rapidly growing recreational marijuana industry. Currently, Mary Jane Tours
operates as a concierge service, whereby we book tours that are conducted by an independent operator. We receive a fluctuating
percentage of the gross proceeds of tours book through depending on which type of tour is booked.



F-6





NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS (Continued)



Overview
of Operating Businesses (continued)



Mary
Jane Entertainment, LLC, organized on May 21, 2013 (Mary Jane Entertainment), was formed to provide contracted limousine
and party-bus services. Mary Jane Entertainment continues to operate on a limited basis.



Mary
Jane Glassworks, LLC, organized on April 10, 2014, was formed to manufacture American-made glass pipes, bubblers, bongs and other
glass products used in the consumption of marijuana and production of marijuana byproducts. We initially began operations of Mary
Jane Glassworks as a full glass blowing factory, wherein we manufactured the products described above. However, as a result of
continued losses, we streamlined this business to a sandblasting operation whereby we purchase manufactured glass products like
jars, mugs, glasses etc. and either put our logo or private label these items to be sold in our facilities or the facility of
our private label customers. In addition we operate our apparel division Denver Nugs under Mary Jane Glassworks,
the apparel division operates similar to the current operations of Mary Jane Glassworks, in that we either create our own designs
of contract manufacture private label apparel for dispensaries, head shops, and other businesses both within and outside the cannabis
industry.



Bud
and Breakfast, LLC, organized on April 10, 2014, was formed to operate and manage our marijuana-friendly bed and breakfast located
at The Adagio, 1430 Race Street, Denver, Colorado. Our plan is to focus on this business opportunity as we actively seek additional
locations.



Mary
Jane Hospitality, LLC, organized on July 22, 2014, was formed to seek additional lodging and hospitality businesses that are not
only located within the State of Colorado, but in other jurisdictions as recreational marijuana becomes legal in other states
throughout the United States.



Mary
Jane Events, LLC, organized on July 22, 2014, was formed for the purposes of planning private and corporate events focused upon
the recreational/medicinal marijuana industry.



Dab
City Radio, LLC (Dab City Radio) and Mile High Life, LLC f/k/a Mile High Time, LLC, (Mile High Life) organized
on February 16, 2014 and October 13, 2013, respectively, were formed to be the promotional arms of Mary Jane Tours and MaryJane
Entertainment. On June 9, 2014, we terminated the operations of Mile High Life due to continued losses in our operations and our
inability to adequately compete with the larger and more established newspapers/magazines in the cannabis sector. The operations
of Dab City Radio was also terminated due to continued losses and our inability to generate enough advertising revenue to cover
its cost of operations.



Fiscal
year end



We
elected April 30th as our fiscal year ending date.



Basis
of presentation and going concern uncertainty



The
accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles
in the United States of America (GAAP), which contemplates continuation of the Company as a going concern, dependent
upon our ability, among other matters, to establish itself as a profitable business. At April 30, 2014, we had an accumulated
deficit of $253,464 and for the year ended April 30, 2014, incurred losses of $238,140.



Our
ability to continue in business is dependent upon obtaining sufficient financing or attaining profitable operations. However,
there can be no assurance that management will be successful in obtaining additional



F-7





NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS (Continued)



Basis
of presentation and going concern uncertainty (continued)



funding
or in attaining profitable operations, and therefore, these matters raise substantial doubt about our ability to continue as a
going concern. These consolidated financial statements do not include any adjustments that might result from the outcome of these
uncertainties, nor do they include adjustments relating to the recoverability and realization of assets and classification of
liabilities that might be necessary should we be unable to continue in operation.



NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Cash



For
purposes of the Statements of Cash Flows, we consider amounts held by financial institutions and short-term investments with an
original maturity of 90 days or less at the time of purchase to be cash and cash equivalents. Beginning January 1, 2013, insurance
coverage reverted to $250,000 per depositor at each financial institution, and our non-interest bearing cash balances may exceed
federally insured limits. We had no interest-bearing amounts on deposit in excess of federally insured limits at April 30, 2014
and 2013.



Trade
Accounts Receivable



Trade
accounts receivable are customer obligations due under normal trade terms. We provide an allowance for doubtful accounts, which
is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Trade accounts
receivable passed due by more than 90 days are considered delinquent. Delinquent receivables are written off based on individual
credit evaluations, results of collection efforts, and specific circumstances of the customer. Recoveries of accounts previously
written off are recorded as reductions of bad debt expense when received. At April 30, 2014 and 2013, we had no trade accounts
receivable.



Fixed
Assets



Fixed
assets are stated at cost, net of accumulated depreciation. Maintenance and repair costs, which do not significantly extend the
useful lives of the respective assets, are charged to operating expenses as incurred. We use the straight-line method of depreciation
for its property and equipment based on the estimated useful lives of the assets, generally three to five years.



Revenue
Recognition



We
recognize revenue in accordance with ASC Topic 605, Revenue Recognition, which requires 1) evidence of an arrangement,
2) delivery of the product or service, 3) a fixed or determinable price, and 4) assurance of collection within a reasonable period
of time.



Fair
value of financial instruments



In
accordance with the reporting requirements of ASC Topic 825, Financial Instruments, we calculate the fair value of its
assets and liabilities which qualify as financial instruments under this standard and includes this additional information in
the notes to the financial statements when the fair value is different than the carrying value of those financial instruments.
We do not have any assets or liabilities measured at fair value on a recurring or a non-recurring
basis, consequently, we did not have any fair value adjustments for assets and liabilities measured at fair value at the balance
sheet date, nor gains or losses reported in the statements of operations that are attributable to the change in unrealized gains
or losses relating to those assets and liabilities still held during the years endedApril 30, 2014 and 2013.

F-8





NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



Income
Taxes



Income
taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which the related temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized when the rate change is enacted. Valuation allowances
are recorded to reduce deferred tax assets to the amount that will more likely than not be realized.



In
accordance with ASC Topic 740, Income Taxes, we recognize the effect of uncertain income tax positions only if the positions
are more likely than not of being sustained in an audit, based on the technical merits of the position. Recognized uncertain income
tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or
measurement are reflected in the period in which those changes in judgment occur. We recognize both interest and penalties related
to uncertain tax positions as part of the income tax provision.



Basic
Income (Loss) Per Share



We
calculate earnings per share (EPS) in accordance with ASC Topic 260, Earnings Per Share, which
requires the computation and disclosure of two EPS amounts, basic and diluted. Basic EPS is computed based on the weighted
average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average
number of common shares outstanding plus all potentially dilutive common shares outstanding during the period. Such
potential dilutive common shares consist of stock options and warrants to purchase common stock of the Company. Potential
common shares totaling 1,497,000 and -0- at April 2014 and 2013, respectively, have been excluded from the diluted earnings
per share calculation as they are anti-dilutive due to our reported net loss.



Stock
Based Compensation



We
recognize compensation expense for all stock based payments granted based on the grant date fair value estimated in accordance
with ASC Topic 718, Share Based Payments. Compensation expense is generally recognized on a straight-line basis over the
employees requisite service period based on the awards estimated lives for fixed awards with ratable vesting provisions.
We recognize no stock based compensation during the years ended April 30, 2014 and 2013.



Use
of Estimates



Our
consolidated financial statements have been prepared in accordance GAAP. The preparation of these consolidated financial statements
requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses
and related disclosure of contingent assets and liabilities. We evaluate our estimates, including those related to contingencies,
on an ongoing basis. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or
conditions.

F-9





NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



Recently
Issued and Newly Adopted Accounting Pronouncements



During
the year ended April 30, 2014 and through August 28, 2014 there were several new accounting pronouncements issued by the FASB.
Each of these pronouncements, as applicable, has been or will be adopted. We do not believe the adoption of any of these accounting
pronouncements has had or will have a material impact on our consolidated financial statements.



Reclassifications



Certain
2013 amounts have been reclassified to conform to current year presentation.



NOTE
3 – FIXED ASSETS



Fixed
assets consist of the following:



|                               |  | April 30, |       
|------------------------------ |  | --------- | ------
|                               |  | 2014      |       
|Equipment                      |  | $         | 16,670
|Furniture and fixtures         |  |           | 19,752
|Vans and party buses           |  |           | 24,000
|                               |  |           | 64,022
|Less: accumulated depreciation |  |           | (8,986
|TOTAL PROPERTY AND EQUIPMENT   |  | $         | 51,436



NOTE
4 – CONVERTIBLE PROMISSORY NOTES



On
April 7, 2014, we issued an aggregate of $75,000 in Convertible Promissory Notes (the Notes) to two investors. The
Notes are due and payable on or before April 30, 2015, including accrued interest calculated at 5% per annum. The Notes are convertible
into Company Shares at $1.00 per share. The proceeds from the sale of these securities were used for general working capital.



NOTE
5 – OTHER CURRENT LIABILITIES



Other
current liabilities consist of the following:



|                                |  | April 30, |       
|------------------------------- |  | --------- | ------
|                                |  | 2014      |       
|Accrued payroll                 |  | $         | 24,508
|Payroll tax liability           |  |           | 13,290
|Accrued outside services        |  |           | 11,690
|Accrued interest expense        |  |           | 236   
|Other current liabilities       |  |           | 499   
|TOTAL OTHER CURRENT LIABILITIES |  | $         | 50,223



NOTE
6 – 5% CONVERTIBLE DEBENTURES



On
March 18, 2014, we issued an aggregate of $90,000 in 5% Convertible Debentures (the Debentures) to two investors.
The Debentures are due and payable on or before March 20, 2017, including accrued interest calculated at 5% per annum. The Debentures
are convertible into Company Shares at $1.00 per share. The proceeds from the sale of these securities were used for general working
capital.

F-10





NOTE
7 – RELATED PARTIES



As
of April 30, 2013, the sole member of the board of director of the Company had advanced us $7,270. On February 27, 2104, as part
of the Share Purchase Agreement (see Note 1 for details), the advance was forgiven.



NOTE
8 – CAPITAL STOCK



Common
Stock



At
April 30, 2014 and 2013, we had 75,000,000 shares of common stock, $0.001 par value authorized (the Company Shares),
with 17,860,000 and 9,140,000 Company Shares issued and outstanding, respectively.



Common
Stock Issuances During Fiscal Year 2014



During
May and June 2013, we entered into a Securities Purchase Agreement with multiple investors for the issuance and sale of Company
Shares (the May/June 2013 Private Placement). The May/June 2013 Private Placement closed on June 21 2013, through
which we sold an aggregate of 1,220,000 Company Shares at $0.01 per share, for an aggregate purchase price of $12,200. Company
Shares included in the May/June 2013 Private Placement were registered pursuant to a Form S-1 Registration Statement under the
Securities Act of 1933 which was deemed effective by the Securities Exchange Commission (SEC) on April 12, 2014 (the
April 12, 2014 Form S-1).



On
February 27, 2014, pursuant to the terms of the CGC Acquisition, we acquired 100% of the issued and outstanding shares of CGC
and 100% of the issued and outstanding Common Stock Purchase Warrants of CGC (the CGC Warrants), in exchange for the
issuance of an aggregate of 5,000,000 Company Shares and Common Stock Purchase Warrants for the purchase of an aggregate of 1,497,000
Company Shares (the Company Warrants). The Company Shares included 4,502,000 shares to be issued to Mr. Schneider,
our sole officer and director. The Company Warrants are exercisable for a term of five years commencing six months from the date
of issuance at an exercise price of $1.00 per share.



On
March 14, 2014, pursuant to the terms of the Mary Jane companies Acquisition, we agreed to purchase and the managing member of
the Mary Jane companies agreed to sell 100% of their issued and outstanding shares or membership interests (the Mary Jane
companies Stock) in exchange for an aggregate of 2,500,000 Company Shares. In addition, the number of Company Shares to
be issued may be increased, but not decreased, one time only on the first year anniversary of the closing of the Mary Jane companies
Acquisition, so as to ensure that the value of the Company shares issued in the transaction exceeds $0.40 per share or an aggregate
of $1,000,000.



Common
Stock Issuances During Fiscal Year 2013



During
April 2013, we entered into a Securities Purchase Agreement with multiple investors for the issuance and sale of Company Shares
(the April 2013 Private Placement). The April 2013 Private Placement closed on April 28, 2013, through which we sold
an aggregate of 1,140,000 Company Shares at $0.01 per share, for an aggregate purchase price of $11,400. Company Shares were registered
pursuant to the April 12, 2013 Form S-1.



Warrants
to Purchase Common Stock of the Company



Under
the CGC Acquisition, we acquired 100% of the issued and outstanding Common Stock Purchase Warrants of CGC in exchange for the
issuance of Common Stock Purchase Warrants for the purchase of an aggregate of 1,497,000 shares of our Company Shares. These warrants
are exercisable for a period of five years commencing six months from the date of issuance at an exercise price of $1.00 per share.

F-11





NOTE
8 – CAPITAL STOCK (Continued)



Stock
Options



Effective
May 9, 2014, we established the MaryJane Group, Inc. 2014 Equity Incentive Plan (2014 Plan) pursuant to which 1,000,000
shares of our Company Shares were reserved for issuance upon the exercise of options (2014 Plan Option(s)). The 2014
Plan was designed to serve as an incentive for retaining our qualified and competent key employees, officers and directors, and
certain consultants and advisors. The 2014 Plan Options have an exercise period of ten years from the date of issuance. At April
30, 2014, no options were granted under the 2014.



NOTE
9 – INCOME TAXES



At
April 30, 2014, we had federal net operating tax loss carry-forward of approximately $253,464. The tax loss carry-forwards are
available to offset future taxable income with the federal carry-forwards beginning to expire in 2032. Future tax benefits which
may arise as a result of these losses have not been recognized in these consolidated financial statements, as their realization
is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating
to these tax loss carry-forwards.



The
difference between the expected income tax expense (benefit) and the actual tax expense (benefit) computed by using the Federal
statutory rate of 34% is as follows:



|                                                     |  | Tax Years Ended April 30, |        
|---------------------------------------------------- |  | ------------------------- | -------
|                                                     |  | 2014                      |        
|Expected income tax benefit at statutory rate of 34% |  | $                         | (86,178
|Change in valuation account                          |  |                           | 86,178 
|Income tax expense (benefit)                         |  | $                         | $-     



Deferred
tax assets and liabilities are provided for significant income and expense items recognized in different years for tax and financial
reporting purposes. Temporary differences, which give rise to a net deferred tax asset, are as follows:



|                                                |  | Tax Years Ended April 30, |        
|----------------------------------------------- |  | ------------------------- | -------
|                                                |  | 2014                      |        
|Deferred Tax Assets:                            |  |                           |        
|Tax benefit of net operating loss carry-forward |  | $                         | 86,178 
|Less: valuation allowance                       |  |                           | (86,178
|Net deferred tax asset                          |  | $                         | $-     

F-12





NOTE
10 – COMMITMENTS AND CONTINGENCIES



On September
1, 2013, we entered into a Commercial Lease Agreement (the 2013 Lease) for 4,000 square feet of office and warehouse
space expiring November 30, 2018. The base lease rate is $2,699 per month. Rent expense for the year ended April 30, 2014 was
$16,194.





On April
1, 2014, we entered into a Commercial Lease Agreement (the 2013 Lease) for 4,000 square feet of retail and warehouse
space expiring November 30, 2018. The base lease rate is $2,950 per month. Rent expense for the year ended April 30, 2014 was
$2,950.



As of
April 30, 2014, future minimum rental payments are as follows:



|Years Ended April 30, |  |   |         | 
|--------------------- |  | - | ------- | 
|2015                  |  | $ | 68,363  | 
|2016                  |  |   | 70,413  | 
|2017                  |  |   | 72,526  | 
|2018                  |  |   | 74,701  | 
|2019                  |  |   | 41,468  | 
|Thereafter            |  |   | -       | 
|TOTAL                 |  | $ | 327,471 | 



NOTE
11 – SUBSEQUENT EVENTS



Change
in Officers



On
June 8, 2014, Jose Ramirez, our Chief Operating Officer, tendered his 60-day resignation. We accepted his resignation as Chief
Operating Officer and the Board of Directors requested that the resignation take effect immediately rather than in 60-days to
allow the Board of Directors to immediately commence a search for his replacement. Mr. Ramirez remained as a member of the Board
of Directors until he was removed on July 14, 2014.



On
June 27, 2014, we entered into an Executive Employment Agreement (the Agreement) with Charles G. Berkowitz wherein
Mr. Berkowitz was hired to serve as our Chief Operating Officer for an initial term of three years. The Agreement will be automatically
extended on its anniversary date for subsequent one-year terms unless either party gives notice that they intend not to renew
at least three months in advance of the automatic renewal date. Mr. Berkowitz will receive a base annual salary of $100,000 through
December 31, 2014, $125,000 for calendar year 2015 and $150,000 for the remaining initial term. Mr. Berkowitz will receive a monthly
car allowance of not less than $500. Upon execution of the Agreement, Mr. Berkowitz was issued 250,000 shares of our Common Stock
and will receive an additional 250,000 shares per month for the subsequent nine months for an aggregate issuance of 2,500,000
shares. Mr. Berkowitz agreed not to compete for a period of two years following the end of his employment.



F-13





NOTE
11 – SUBSEQUENT EVENTS (Continued)



Issuances
of Shares of Our Common Stock



In
May 2014, we issued 10,000 shares of our Common Stock to Helen Strader as additional consideration pursuant to the Lease Agreement
for the Adagio Bed and Breakfast.



In
May 2014, we issued 2,500 shares of our Common Stock to Joshua Jetton as additional consideration pursuant to an asset purchase
agreement under which we acquired a 26-person party bus.



In
June 2014, we issued 125,000 shares of our Common Stock to Mark Gaitan pursuant to his employment agreement.



In
June, 2014, we issued 25,000 shares of our Common Stock to Jeremiah Kern pursuant to a consulting agreement. We hired Mr. Kern
as a consultant to our MaryJane Glassworks subsidiary. On July 22, 2014, we terminated his consulting agreement for non-performance.



Issuances
of Convertible Promissory Notes with Common Stock



From
May 1, 2014 through July 1, 2014, we issued an aggregate of $96,000 in Convertible Promissory Notes and 400,000 shares of our
common stock to Tide Pool Ventures Corporation for an aggregate purchase price of $100,000. The Convertible Promissory Notes are
convertible into shares of our common stock at $1.00 per share. The proceeds from the sale of these securities were used for general
working capital.



On
May 2, 2014, we issued a $50,000 Convertible Promissory Note and 50,000 shares of our common stock to TJC Trading LLC for an aggregate
purchase price of $50,500. The Convertible Promissory Note is convertible into shares of our common stock at $1.00 per share.
The proceeds from the sale of these securities were used for general working capital.



On
May 2, 2014, we issued a $50,000 Convertible Promissory Note and 200,000 shares of our common stock to TJC Trading LLC for an
aggregate purchase price of $50,000. The Convertible Promissory Note is convertible into shares of our common stock at $1.00 per
share. The proceeds from the sale of these securities were used for general working capital.



Issuance
of Convertible Promissory Note with Warrant and Common Stock



In
July 2014, we issued a $36,000 Convertible Promissory Note, 125,000 shares of our common stock and a Common Stock Purchase Warrant
for the purchase of 125,000 shares of our common stock to TJC Trading LLC for an aggregate purchase price of $36,000. The Convertible
Promissory Note converts into shares of our common stock at 80% of the current market price subject to a minimum conversion price
of $0.25 per share and a maximum conversion price of $1.50 per share. The three-year Warrant is exercisable at $0.75 per share.
The proceeds from the sale of these securities were used for general working capital.



Employment
Agreements



In
May, 2014, the Company entered into an employment agreement with Adam Jeffers to become the Companys Graphic Designer and
Art Coordinator. The Company pays Mr. Jeffers an annual base salary of $35,000 per year. As additional consideration the Company
issued 20,000 stock options exercisable at $2.00 per share to Mr. Jeffers pursuant to the Companys 2014 Equity Incentive
Plan.

F-14





NOTE
11 – SUBSEQUENT EVENTS (Continued)



Employment
Agreements (continued)



In
May, 2014, the Company entered into an employment agreement with Mark Gaitan to become the Companys Manager of our apparel
division and General Manager of our factory and warehouse. The Company pays Mr. Gaitan an annual base salary of $50,000 per year.
As additional consideration the Company issued 125,000 shares of its Common Stock to Mr. Gaitan.



Suspension
and/or Reduction of Operations



In
June, 2014, we suspended the operations of its newsmagazine The Mile High Life due to continued losses. As a result of the suspension,
the Company laid off all 4 employees of that entity. In June, 2014, we reduced significantly the operations of its radio station
Dab City Radio also due to losses. We continues to operate the radio station on a limited basis.



Formation
of New Entities



In
July, 2014, we formed two new subsidiaries, MaryJane Events, LLC and MaryJane Hospitality, LLC.



Office
Lease



On
July 21, 2014, we relocated our principal office, and that of our subsidiaries, to 910 Sixteenth Street, Suite 412, Denver, Colorado
80202 when we entered into a three-year lease. We lease 1,126 square feet of office space under the lease which expires on July
31, 2017. The monthly lease amount through July 31, 2015 is $1,505; thereafter, it increases to $1,600 and $1,700 on August 1,
2015 and 2016, respectively. The lease permits a one-time extension of the lease for a two-year period with the lease amount being
increased to $1,800 and $1,900, respectively.



Issuance
of Convertible Promissory Note with Warrant



On
August 14, 2014, we issued an 8% Original Issue Discount Convertible Promissory Note in the principal amount of $61,600 (the OID
Note) and a Common Stock Purchase Warrants for the purchase of 513,333 shares of our common stock to JDF Capital, Inc. The
Note matures on February 13, 2016 and is convertible into shares of the Companys common stock at a 60% discount to the
lowest daily volume weighted average price (VWAP) of the Companys common stock for (i) the 20 trading days
immediately prior to the original issue date or (ii) the 20 trading days prior to the date of conversion. The five-year Warrant
is exercisable at $0.132 per share and contains provisions for a cashless exercise. We received net proceeds of $50,000 from this
transaction after the payment of $6,000 in legal fees to legal counsel of JDF Capital, Inc. and the original discount of $5,600.
The proceeds from the sale of the securities are being used as working capital.

F-15





| | ITEM
                           9. | CHANGES
                                         IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
| | ---------------------------------- | ------------------------------------------------------------------------------------------------------------------------------



Not
Applicable.



| | ITEM
                           9A. | CONTROLS
                                         AND PROCEDURES.
| | ----------------------------------- | -----------------------------------------------------------------



Evaluation
of Disclosure Controls and Procedures



As
of April 30, 2014, management carried out an evaluation, under the supervision and with the participation of our chief executive
officer and principal financial officer, of the effectiveness of our disclosure controls and procedures. Based upon the evaluation,
our chief executive officer and principal financial officer concluded that, as of April 30, 2014, our disclosure controls and
procedures were effective at the reasonable assurance level.



There
are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective
disclosure controls and procedures can only provide reasonable assurances of achieving their control objectives.



Managements
Report on Internal Control Over Financial Reporting



Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control
over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, is a process designed by, or under
the supervision of, the chief executive officer and chief financial officer, or persons performing similar functions, and effected
by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies
and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being
made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that could
have a material effect on the financial statements.



Because
of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions or that the degree of compliance with the policies or procedures may deteriorate.

22





Our
management, under the supervision and with the participation of our chief executive officer and principal financial officer, conducted
an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth in 1992 by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework.
Based on this evaluation our management concluded that our internal control over financial reporting was effective as of April
30, 2014.



Changes
in Internal Control Over Financial Reporting



There
were no material changes in our internal control over financial reporting that occurred during the fourth quarter of 2014 that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



| | ITEM
                           9B. | OTHER
                                         INFORMATION.
| | ----------------------------------- | -----------------------------------------------------------



None.



PART
III



| | ITEM
                           10. | DIRECTORS,
                                         EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
| | ----------------------------------- | -------------------------------------------------------------------------------------------------



Directors,
Executive Officers, Promoter and Control Persons



The
following table sets forth information on our executive officers and directors as of the filing of this Report. All executive
officers serve at the discretion of the Board of Directors. The term of office of each of our directors expire at our next Annual
Meeting of Shareholders or until their successors are duly elected and qualified. We do not have any promoters or control persons.



|Name                     | Age | Position                                                                                             | Date
    Elected 
    Director | Date
    Appointed 
    Officer
|------------------------ | --- | ---------------------------------------------------------------------------------------------------- | ------------------------------ | -------------------------------
|                         |     |                                                                                                      |                                |                                
|Joel
    C. Schneider    | 55  | Chief
    Executive Officer, President, Chief Financial Officer, Secretary, Treasurer, Sole Director | February
    22, 2014          | February
    22, 2014          
|                         |     |                                                                                                      |                                |                                
|Charles
    G. Berkowitz | 34  | Chief
    Operating Officer                                                                          | N/A                            | June
    27, 2014              



Business
Experience of Directors and Executive Officers



Joel
Schneider – President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and sole Director



On
February 22, 2014, Mr. Schneider became our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer
and sole Director. Mr. Schneider was admitted to the New York State Bar in 1984. He earned a Bachelor of Arts Degree in Political
Science in 1981 at State University of New York at Buffalo. He received a Juris Doctor degree from California Western School of
Law in San Diego, California in 1984. Mr. Schneider has been in the private practice of law from 1984 to 1989 and from 1995 to
the present. From 1990 to 1995, Mr. Schneider was the Chairman of the Board and Chief Executive Officer of E.S.C. Industries,
Inc. and Economy Fasteners, both companies which specialized in the distribution of fastening and anchoring devices. From 1990
to 1991, Mr. Schneider was Chairman of the Board of Protective Apparel Corporation of America, a manufacturer of bullet resistant
vests. During his years of practicing law, Mr. Schneider has represented many public companies as corporate and securities counsel.

23





Charles
G. Berkowitz – Chief Operating Officer



On
June 27, 2014, Mr. Berkowitz became our Chief Operating Officer. Mr. Berkowitz is the owner of NYC 420 Investors, an organization
for those interested in investing in the medical marijuana sector, in addition to other companies that conduct seminars and events
relative to raising capital for the cannabis industry. Previously, Mr. Berkowitz owned and operated First Response DataCom and
First Response Security, companies specializing in data storage and low voltage security.



Involvement
in Certain Legal Proceedings



Currently,
and for the past ten years, neither our officers had been involved in any legal proceeding concerning (i) any bankruptcy petition
filed by or against any business of which he was a general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time; (ii) any conviction in a criminal proceeding or being subject to a pending criminal proceeding
(excluding traffic violations and other minor offenses); (iii) being subject to any order, judgment or decree, not subsequently
reversed, suspended, or vacated, of any court of competent jurisdiction permanently or temporarily enjoining, barring, suspending
or otherwise limiting involvement in any type of business, securities or banking activity; or (iv) being found by a court, the
Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law (and
the judgment has not been reversed, suspended or vacated).



Family
Relationships



There
are no family relationships between our officers and directors.



Other
Directorships



Other
than as indicated within this section at Business Experience, our sole director does not hold or has not been nominated
to hold a directorship in any company with a class of securities registered pursuant to Section 12 of the Exchange Act (the Act)
or subject to the requirements of Section 15(d) of the Securities Act of 1933, or any company registered as an investment company
under the Investment Company Act of 1940.



Committees
of the Board



We
have not yet appointed an Audit Committee or Nominating Committee. Until such time as appointments are made, our Board of Directors
will serve in those capacities.



Codes
of Conduct



On
March 31, 2014, our Board of Directors approved (i) a Code of Business Conduct and Ethics for each director and executive officer,
(ii) a Code of Ethics for Financial Executives for all officers with financial oversight responsibilities, and (iii) an Insider
Trading Policy for each director and executive officer. A form of the Code of Business Conduct and Ethics, Code of Ethics for
Financial Executives, and Insider Trading Policy is attached hereto as an exhibit and is included herein by reference. We will
provide a copy of these policies free of charge upon written request.



The
Code of Business Conduct and Ethics is applicable to all of our directors and executive officers. This code is intended to focus
the members of our Board of Directors and each executive officer on areas of ethical risk, provide guidance to directors and executive
officers to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help foster
a culture of honesty and accountability. All members of our Board of Directors and all executive officers are required to sign
this code on an annual basis.

24





The
Code of Ethics is applicable to all financial executives and any other senior officer with financial oversight responsibilities.
This code governs the professional and ethical conduct of our financial executives, and directs that they: (i) act with honesty
and integrity; (ii) provide information that is accurate, complete, objective, relevant, and timely; (iii) comply with federal,
state, and local rules and regulations; (iv) act in good faith with due care, competence and diligence; and (v) respect the confidentiality
of information acquired in the course of their work and not use the information acquired for personal gain. All of our financial
executives are required to sign this code on an annual basis.



The
Insider Trading Policy is applicable to all directors and officers. Insider trading generally refers to the buying or selling
of a security in breach of a fiduciary duty or other relationship of trust and confidence while in possession of material, non-public
information about the security. Insider trading violations may also include tipping such information, securities trading
by the person tipped, and securities trading by those who misappropriate such information. The scope of insider trading
violations can be wide reaching. As such, our Board of Directors has adopted an Insider Trading Policy that outlines the definitions
of insider trading, the penalties and sanctions determined, and what constitutes material, non-public information. Illegal insider
trading is against our policy as such trading can cause significant harm to our reputation for integrity and ethical conduct.
Individuals who fail to comply with the requirements of the policy are subject to disciplinary action, at the sole discretion
of the Company, including dismissal for cause. All members of our Board of Directors and all executive officers are required to
ratify the terms of this policy on an annual basis.



Indemnification



Section
145 of the Nevada Corporation Law provides in relevant parts as follows:



(1)
A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against expenses (including attorneys fees), judgments, fines, and amounts
paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of
any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.



(2)
A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise
against expenses (including attorneys fees) actually and reasonably incurred by him in connection with the defense or settlement
of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such
person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless
and only to the extent that the court in which such action or suit was brought shall determine on application that, despite the
adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity
for such expenses which such court shall deem proper.

25





(3)
To the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in
defense of any action, suit, or proceeding referred to in (1) or (2) of this subsection, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys fees) actually and reasonably incurred by him in
connection therewith.



(4)
The indemnification provided by this section shall not be deemed exclusive of any other rights to which those seeking indemnification
may be entitled under any bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person.



The
foregoing discussion of indemnification merely summarizes certain aspects of indemnification provisions and is limited by reference
to the above discussed sections of the Nevada Corporation Law.



Our
Articles of Incorporation and Bylaws provide that we may indemnify to the full extent of its power to do so, all directors, officers,
employees, and/or agents. Insofar as indemnification by us for liabilities arising under the Securities Act that may be permitted
to our officers and directors pursuant to the foregoing provisions or otherwise, we are aware that in the opinion of the Commission,
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.



| | ITEM
                           11. | EXECUTIVE
                                         COMPENSATION.
| | ----------------------------------- | ----------------------------------------------------------------



Summary
Compensation Table



The
table below shows certain compensation information for services rendered in all capacities for the last two fiscal years ended
April 30, 2014 and 2013. The information includes the dollar value of base salaries, bonus awards, the number of non-qualified
stock options (Options) granted and certain other compensation, if any, whether paid or deferred.



|Name
andPrincipal Position                            | Year | Salary($) | Bonus
($) | StockAwards
 ($) | Option
Awards
($)(1) | Non-Equity
IncentivePlanCompen-sation
 ($) | Nonquali-
fied
Deferred
Compen-
sation
Earnings
($) | AllOtherCompen-sation
($) | Total
($)
|----------------------------------------------------- | ---- | --------- | --------- | ---------------- | -------------------- | ------------------------------------------ | --------------------------------------------------- | ------------------------- | ---------
|                                                      |      |           |           |                  |                      |                                            |                                                     |                           |          
|Joel
C. Schneider(1)
        (CEOCFO)                 | 2014 | $12,500   |          |                 |                     |                                           |                                                    |                          | $12,500  
|2013                                                  | 0    |          |          |                 |                     |                                           |                                                    | 0                        
|                                                     
|Charles
G. Berkowitz(2)
        (COO)                 | 2014 | 0         |          |                 |                     |                                           |                                                    |                          | 0        
|2013                                                  | 0    |          |          |                 |                     |                                           |                                                    | 0                        
|Jose
Ramirez(3)
        (former
officer and director) | 2014 | $12,500   |          |                 |                     |                                           |                                                    |                          | $12,500  
|2013                                                  | 0    |          |          |                 |                     |                                           |                                                    | 0                        
|                                                     
|LaRon
Bradford(4)(former officer)                     | 2014 | $7,692    |          |                 |                     |                                           |                                                    |                          | $7,692   
|2013                                                  | 0    |          |          |                 |                     |                                           |                                                    | 0                        
|                                                     
|Lisbeth
Guerrero(5)
        (former
officer)          | 2014 | 0         |          |                 |                     |                                           |                                                    |                          | 0        
|2013                                                  | 0    |          |          |                 |                     |                                           |                                                    | 0                        






| | (1) | For
2014: All Other Compensation includes $500 for car allowance and $0 for health insurance premiums paid on Mr. Schneiders
behalf.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------



| | (2) | For
2014: All Other Compensation includes $0 for car allowance and $0 for health insurance premiums paid on Mr. Berkowitzs behalf.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------



| | (3) | For
2014: All Other Compensation includes $500 for car allowance and $0 for health insurance premiums paid on Mr. Ramirezs behalf.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------



| | (4) | For
2014: All Other Compensation includes $0 for car allowance and $0 for health insurance premiums paid on Mr. Bradfords behalf.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------



| | (5) | For
2014: All Other Compensation includes $0 for car allowance and $0 for health insurance premiums paid on Ms. Guerreros behalf.
Ms. Guerrero resigned on February 22, 2014. For 2013: All Other Compensation includes $0for car allowance and $0 for health insurance
premiums paid on Ms. Guerreros behalf.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

26





Outstanding
Equity Awards at Fiscal Year End



The
Company had no outstanding equity awards to officers as of the fiscal year ended April 30, 2014. No executive officers have exercised
any of their equity awards.



Employment
Agreements with Executive Officers



On
March 24, 2014, in conjunction with the Mary Jane Group Acquisition, our CGC subsidiary entered into Employment Agreements with
Executives Joel Schneider (as President and Chief Executive Officer), Jose Ramirez (Vice President and Chief Operating Officer)
and LaRon Bradford (Vice President and Director of Sales and Marketing), each for a term of three years. The Employment Agreements
can be extended for additional one-year terms on the anniversary date thereof. Salaries under the Employment Agreements are $100,000
through December 31, 2014, $125,000 for calendar year 2015, and $150,000 for the remaining term of the Employment Agreements.
The Executives base annual salary may be increased from time to time as determined by the Board, and, if so increased,
such base annual salary shall not thereafter, during the Executives employment under the Agreement, be decreased. The Employment
Agreements also provide that the Executives are paid a car allowance of $500 per month and Mr. Schneider is also paid living expenses
of $1,500 per month from the date of the agreement through December 2014. The Employment Agreements contain non-compete clauses
that expire two years after the termination date and non-solicitation clauses that expire one year after the termination date
of the Employment Agreements. The Company may, in its discretion and at its option, terminate the Executives employment with
or without Cause, and without prejudice to any other right or remedy to which the Company or the Executives may be entitled at
law or in equity or under the Employment Agreements.



On
April 21, 2014, we terminated the employment of Mr. Bradford, Vice President and Director of Sales and Marketing, for cause. Pursuant
to the terms of his employment agreement, upon termination for cause, he was not eligible for any compensation other than his
base salary accrued through the date of termination.



On
June 8, 2014, Mr. Ramirez resigned as Vice President and Chief Operating Officer. Pursuant to the terms of his employment agreement,
he was not eligible for any compensation other than his base salary accrued through the date of resignation.



On
June 27, 2014, we entered into an Executive Employment Agreement (the Agreement) with Charles G. Berkowitz wherein
Mr. Berkowitz was hired to serve as our Chief Operating Officer for an initial term of three years. The Agreement will be automatically
extended on its anniversary date for subsequent one-year terms unless either party gives notice that they intend not to renew
at least three months in advance of the automatic renewal date. Mr. Berkowitz will receive a base annual salary of $100,000 through
December 31, 2014, $125,000 for calendar year 2015 and $150,000 for the remaining initial term. Mr. Berkowitz will receive a monthly
car allowance of not less than $500. Upon execution of the Agreement, Mr. Berkowitz was issued 250,000 shares of the Companys
Common Stock and will receive an additional 250,000 shares per month for the subsequent nine months for an aggregate issuance
of 2,500,000 shares. Mr. Berkowitz agreed not to compete for a period of two years following the end of his employment.



27





Director
Compensation



We
do not pay cash fees to directors who attend regularly scheduled and special board meetings. We paid no compensation to our directors
for services rendered for the year ended April 30, 2014.



| | ITEM
                           12. | SECURITY
                                         OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
| | ----------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------



Beneficial
Security Ownership Table



As
of the date of this filing, the following table sets forth certain information with respect to the beneficial ownership of our
Common Stock by (i) each shareholder known by us to be the beneficial owner of more than five percent (5%) of our Common Stock,
(ii) by each of our current directors and executive officers as identified herein, and (iii) all of our directors and executive
officers as a group. Each person has sole voting and investment power with respect to the shares of Common Stock, except as otherwise
indicated. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment
power with respect to securities. Shares of Common Stock and non-qualified stock options (Options), common stock purchase
warrants (Warrants), and convertible securities that are currently exercisable or convertible into shares of our Common
Stock within sixty (60) days of the date of this document, are deemed to be outstanding and to be beneficially owned by the person
holding the Options, Warrants, or convertible securities for the purpose of computing the percentage ownership of the person,
but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise
noted, the address for all officers and directors listed below is 625 E. 70th Street, Unit 5, Denver, CO 80229.





|Title of Class   |  | Name and Address of Officer and Directors                                                                       | Amount andNature ofBeneficialOwnership(1) | Percent of Ownership
|---------------- |  | --------------------------------------------------------------------------------------------------------------- | ----------------------------------------- | --------------------
|                 |  |                                                                                                                 |                                           |                     
|Common Stock     |  | Joel C. Schneider (Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, Director) |                                           |                     
|                 |  |                                                                                                                 |                                           |                     
|Common Stock     |  | Charles G. Berkowitz (Chief Operating Officer)                                                                  |                                           |                     
|Common Stock     |  | All directors and executive officers as a group (2 people):                                                     |                                           |                     
|                 |  |                                                                                                                 |                                           |                     
|                 |  | Name
    and Address of Shareholders                                                                            |                                           |                     
|Common
    Stock |  | Jose
    Ramirez
    625 E. 70th Ave.
    Denver, CO 80229                                                      |                                           |                     
|Common
    Stock |  | AHB
    Associates, LLC
    28 The Glen
    Glen Head, NY 11576                                                 |                                           |                     










| | (1) | Unless
otherwise noted, we believe that all shares are beneficially owned and that all persons named in the table have sole voting and
investment power with respect to all shares of Common Stock owned by them. Applicable percentage of ownership is based on 18,552,500
shares of Common Stock currently outstanding, as adjusted for each shareholder.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Pursuant
to Mr. Berkowitz employment agreement, 250,000 shares of Common Stock vest every thirty days up to a total of 2,500,000.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------



| | (3) | Does
not include 95,000 shares issuable upon conversion of debt in the principal amount of $95,000 or 748,500 shares issuable upon
exercise of warrant as neither are convertible or exercisable within 60 days.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



28





Under
Rule 144 promulgated under the Securities Act, our officers, directors and beneficial shareholders may sell up to one percent
(1%) of the total outstanding shares (or an amount of shares equal to the average weekly reported volume of trading during the
four calendar weeks preceding the sale) every three months provided that (1) current public information is available about our
Company, (2) the shares have been fully paid for at least one year, (3) the shares are sold in a brokers transaction or
through a market-maker, and (4) the seller files a Form 144 with the SEC.



Section
16(a) Beneficial Ownership Reporting Compliance



During
the year ended April 30, 2014, we acknowledge that none of our officers and directors failed to file on a timely basis certain
ownership forms required by Section 16(a) of the Exchange Act



| | ITEM 13. | CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
| | -------- | --------------------------------------------------------------------------



None
of our directors, officers or principal shareholders, nor any associate or affiliate of the foregoing, has any interest, direct
or indirect, in any transaction or in any proposed transaction, which materially affected us during the year ended April 30, 2014.



Director
Independence



Although
our Board of Directors believes that our directors will exercise their judgment independently, no director is totally free of
relationships that, in the opinion of the Board of Directors, might interfere with their exercise of independent judgment as a
director.



Promoters
and Certain Control Persons



None.



| | ITEM
                           14. | PRINCIPAL
                                         ACCOUNTANT FEES AND SERVICES.
| | ----------------------------------- | --------------------------------------------------------------------------------



Audit
Fees.  The aggregate amount expected to be billed for professional services rendered by Harris & Gillespie, CPAs,
PLLC for the 2014 quarterly reviews and the annual integrated audit for the year ended April 30, 2014 is estimated to be $33,000.
We were billed $7,500 for professional services rendered for the annual audit fee for the year ended April 30, 2013 and for
quarterly review of our financial statements for 2012, and other services that are normally provided by an accountant in connection
with statutory and regulatory filings or engagements for the fiscal year.



Tax
Fees.  The aggregate amount expected to be billed for tax return preparation for the year ended April 30, 2014 rendered
by Tannenbaum & Associates is approximately $3,000.  We were billed $0 for tax return preparation for the year ended
April 30, 2013.



All
Other Fees.  We incurred no other fees for the 2014 and 2013 fiscal years.



29







| | ITEM
                          15. | EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES.
| | ---------------------------------- | -------------------------------------------





|Exhibit
    No. | Date
    of Document  | Name
    of Document                                                                                                                                                                              
|--------------- | --------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1             | February
    24, 2014 | Securities
    Exchange Agreement by and among Pladeo Corp., Capital Growth Corporation and the Shareholders of Capital Growth Corporation(2)                                                     
|2.2             | March
    14, 2014    | Securities
    Exchange Agreement by and between Pladeo Corp. and the Principal Shareholders of Mary Jane Entertainment, LLC, Mile High Times,
    LLC, Dab City Radio and Mary Jane Tours, LLC(3)
|3.1             | February
    16, 2012 | Articles
    of Incorporation(1)                                                                                                                                                                  
|3.2             | n/a                   | Bylaws(1)                                                                                                                                                                                         
|3.3             | March
    24, 2014    | Certificate
    of Amendment to Articles of Incorporation (to change name to The MaryJane Group, Inc.*                                                                                            
|10.3            | March
    14, 2014    | Employment
    Agreement between Capital Growth Corporation and Joel C. Schneider(3)                                                                                                              
|10.4            | March
    14, 2014    | Employment
    Agreement between Capital Growth Corporation and Jose Ramirez(3)                                                                                                                   
|10.5            | March
    14, 2014    | Employment
    Agreement between Capital Growth Corporation and LaRon Bradford(3)                                                                                                                 
|10.6            |                       | Lease
    between MaryJane Entertainment LLC and Washington Commerce Center, LLC dated August 8, 2013(3)                                                                                          
|10.7            | March
    20, 2014    | Securities
    Purchase Agreement, form of(3)                                                                                                                                                     
|10.8            | March
    20, 2014    | Convertible
    Debenture, form of(3)                                                                                                                                                             
|10.9            | n/a                   | Insider
    Trading Policy(3)                                                                                                                                                                     
|10.10           | June
    8, 2014      | Resignation
    of Jose Ramirez(4)                                                                                                                                                                
|10.11           | June
    27, 2014     | Executive
    Employment Agreement with Charles G. Berkowitz(5)                                                                                                                                   
|10.12           | July
    21, 2014     | University
    Office Building Lease*                                                                                                                                                             
|14.00           | n/a                   | 2014
    Code of Business Conduct and Ethics, form of(3)                                                                                                                                          
|14.01           | n/a                   | 2014
    Code of Business Ethics for Financial Executives, form of(3)                                                                                                                             
|14.01           | n/a                   | 2011
    Code of Business Ethics for Financial Executives, form of(3)                                                                                                                             
|21.00           | August
    29, 2014   | Subsidiaries
    of the Registrant*                                                                                                                                                               
|31.1            | August
    29, 2014   | Certification
    of Chief Executive Officer and Chief Financial Officer of Periodic Report pursuant to Rule 13a-14a and Rule 14d-14(a).*                                                         
|32.1            | August
    29, 2014   | Certification
    of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.*                                                                                     
|101.INS         | n/a                   | XBRL
    Instance Document†                                                                                                                                                                       
|101.SCH         | n/a                   | XBRL
    Taxonomy Extension Schema Document†                                                                                                                                                      
|101.CAL         | n/a                   | XBRL
    Taxonomy Extension Calculation Linkbase Document†                                                                                                                                        
|101.DEF         | n/a                   | XBRL
    Taxonomy Extension Definition Linkbase Document†                                                                                                                                         
|101.LAB         | n/a                   | XBRL
    Taxonomy Extension Label Linkbase Document†                                                                                                                                              
|101.PRE         | n/a                   | XBRL
    Taxonomy Extension Presentation Linkbase Document†                                                                                                                                       






| | (1) | Filed
as an exhibit to the Companys Registration Statement on Form S-2 filed with the Commission on July 17, 2012, which exhibit
is incorporated herein by reference.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Filed
as an exhibit to the Companys Current Report on Form 8-K, as amended, filed with the Commission on March 17, 2014, as amended,
which exhibit is incorporated herein by reference.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | (3) | Filed
as an exhibit to the Companys Current Report on Form 8-K filed with the Commission on April 3, 2014, which exhibit is incorporated
herein by reference.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Filed
as an exhibit to the Companys Current Report on Form 8-K filed with the Commission on June 12, 2014, which exhibit is incorporated
herein by reference.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Filed
as an exhibit to the Companys Current Report on Form 8-K filed with the Commission on July 3, 2014, which exhibit is incorporated
herein by reference.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| | * | Filed
herewith.
| | - | ---------------



| | † | Pursuant
to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus
for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



30





SIGNATURES



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





|DATE:   August
    29, 2014
|---------------------------
|                           
|                           
|                           
|                           
|                           
|                           
|                           
|                           



31