MJ Biotech Inc. (fka MJTV)

[Jiminy Cricket]

10q out

2




CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION




Various statements in this report contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived from utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to:

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our recent exit from shell status, lack of profitable operations and risk we will ever generate revenues or profits,

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need for additional capital, including our ability to repay $619,500 in notes to non-related parties, a substantial portion of which are presently past due,

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our ability to continue as a going concern,

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the limited operating history of our business,

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our inability to manage our growth,

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potential infringement of first party intellectual property rights,

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our ability to effectively compete,

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our ability to timely and effectively scale our technology,

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the limited trading market for our common stock which is quoted on the OTC Markets,

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anti-takeover aspects of our certificate of incorporation and bylaws and the ability of our Board to issue preferred stock without stockholder consent,

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the application of penny stock rules to trading in our common stock, and

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the dilutive impact of outstanding convertible notes and warrants.