UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 10, 2016
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
16th Street, Suite 412, Denver, CO 80202 |
|
(303) 835-8603 |
| (Address of principal executive offices) |
|
(Registrant’s Telephone Number) |
N/A
(Former Name and Address
of Registrant)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a -12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d -2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e -4(c))
FORWARD LOOKING STATEMENTS
This Current Report on
Form 8-K may contain “forward looking” statements or statements which arguably imply or suggest certain things about
our future. Statements, which express that we “believe”, “anticipate”, “expect”, or “plan
to”, and any other similar statements which are not historical fact, are forward looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based on assumptions that we believe are reasonable,
but a number of factors could cause our actual results to differ materially from those expressed or implied by these statements.
You are cautioned not to place undue reliance on these forward looking statements, which speak only as of their dates. We do not
undertake any obligation to update or revise any forward looking statements.
SECTION 1 – REGISTRANT’S BUSINESS
AND OPERATIONS
ITEM 1.01 – ENTRY INTO A MATERIAL
DEFINITIVE AGREEMENT
On March 10, 2016, The
MaryJane Group, Inc. (the “Company”) entered into a Lease and Service Agreement (the "Agreement") with Collins
Ranch, LLC, a Colorado limited liability company (the “Landlord”), to lease the Aspen Canyon Ranch in Parshall, Colorado
from July 1 to July 12, 2016 and July 19 to September 30, 2016 for a total of 85 dates. The total rent to be paid to the landlord
is $215,628, of which $25,000 has been paid to date. Pursuant to the Agreement, the Landlord will provide all necessary accommodations
and services for up to 56 guests at a time, including, but not limited to: check in/out services, linens, housekeeping, daily breakfast
services and other typical guest ranch services. The Company intends on operating Camp Bud+Breakfast at Aspen Canyon Ranch during
the aforementioned dates.
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.03 – AMENDMENTS TO ARTICLES OF INCORPORATION OR
BYLAWS; CHANGE IN FISCAL YEAR
On March 10, 2016, the
Company's Board of Directors and shareholders owning a majority of the outstanding shares of the Company, approved an increase
in its authorized shares of common stock. The Company filed a Certificate of Amendment to Certificate of Incorporation with the
Nevada Secretary of State to increase its authorized shares of common stock from 5,000,000,000 to 15,000,000,000 shares, $0.001
par value per share.
SECTION 9 – FINANCIAL STATEMENTS AND
EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits:
____________
*Filed herewith.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| Date: March 14, 2016 |
The MaryJane Group,
Inc. |
| |
|
| |
By: |
/s/ Joel C. Schneider |
| |
|
Joel C. Schneider
Chief Executive Officer |
THE MARYJANE GROUP, INC. 8-K
Exhibit 10.01
THE MARYJANE GROUP, INC. 8-K
Exhibit 10.02
FOR IMMEDIATE RELEASE
AMERICA’S FIRST CANNABIS RESORT OPENS
IN COLORADO
Camp Bud+Breakfast Mountain Resort at Aspen
Canyon Ranch Makes History
Denver, Colorado (March 11, 2016) –
The MaryJane Group, Inc. (OTC PINK: MJMJ) today announced the signing of a Lease and Service Agreement to operate Camp Bud+Breakfast
at Aspen Canyon Ranch, a 414 acre all-inclusive getaway in Parshall, Colorado.
Located in the Rocky Mountains approximately
1.5 hours from downtown Denver and within 25 minutes of the Company’s Bud+Breakfast at Silverthorne location, the ranch is
near some of the state’s most beloved outdoor destinations, The resort combines recreational marijuana use and education
with a traditional ranch experience to create the country’s first-ever cannabis resort. Camp Bud+Breakfast at Aspen Canyon
Ranch will begin accepting reservations on March 15 for this year’s summer season, July 1 – September 30, 2016.
A stay at Camp Bud+Breakfast includes accommodations
in one of the property’s 12 rustic, yet well-appointed, cabins and two guest houses. Guests will enjoy renowned Bud+Breakfast
dishes throughout the day including "Wake and Bake Breakfast," “420” Happy Hour, dinner and late night dessert.
Complimentary drinks including soda, water, beer and wine will also be available to guests throughout their stay. Guests will also
enjoy unlimited access to equipment and guides for outdoor activities, plus arts and wellness classes like Canvas and Cannabis
and Cannabis Yoga. The resort will offer a variety of courses, workshops and interactive learning series focused on
cannabis-related sciences, cultivation and pairings. Sessions will be led by a respected group of pharmacologic cannabis pioneers,
wellness coaches, yogis, culinary wizards and dispensary owners. Camp Bud+Breakfast at Aspen Canyon Ranch, which is situated on
the Williams Fork River, has hot tubs, nightly entertainment and recreational activities such as bocce, river tubing, fly fishing,
horseshoes and beach volleyball, and provides daily shuttles to lakes and hot springs within 20 minutes of the property and shuttles
to and from Silverthorne, Colorado. For an additional fee, guests can go on horseback riding and ATV tours.
For legal purposes, a stay at Camp Bud+Breakfast
includes everything except the cannabis itself. Guests who wish to buy marijuana can turn to the property’s cannabis concierge,
who’ll provide a menu of recommended strains, plus suggested pairings with specific activities and meals. The retreat has
exclusive partnerships with area dispensaries, which means guests enjoy special rates and private dispensary tours.
“There truly is no place like this in
the entire world,” said Joel Schneider, CEO of The MaryJane Group and operator of Camp Bud+Breakfast at Aspen Canyon Ranch.
“We’re bringing an element of luxury to that adventurous, exploratory vibe of childhood summer camp in a beautiful
setting where visitors can enjoy marijuana in a safe, comfortable, social environment. And our offerings are extensive enough that
even friends and companions who aren’t interested in the cannabis lifestyle will also enjoy this special retreat.”
“We look forward to working with The
MaryJane Group and we are committed to create this unique and amazing experience for their guests,” said Ryan Collins, owner
and operator of the Aspen Canyon Ranch.
Many tourists are surprised to learn that
though recreational marijuana use is legal in Colorado, public consumption is illegal. Most hotels do not allow cannabis consumption.
If they do, it’s in accordance with the Colorado Clean Air Act which states that 75 percent of rooms must be smoke-free,
and smoking in public areas is prohibited. But thanks to its small number of rooms and secluded mountainside location, Camp Bud+Breakfast
is able to allow marijuana consumption in all public areas. For safety reasons, the resort does not allow smoking inside cabins
and encourages guests to experience the communal vibe in one of many public areas (including the hot tubs, riverside, smoking
lounge, bonfire, activities room, restaurant and walking trails). Each guest has access to a private deck where smoking is also
allowed.
Camp Bud+Breakfast Resort can welcome up to
56 guests at a time in one bedroom cabin accommodations, the Cliff House and the River House. The cabins include outdoor private
deck areas, refrigerators, premium linens and river rock gas fireplaces. The houses are finely appointed and have complete kitchens,
being nestled amongst pine, fir, spruce and aspen trees and within walking distance of a pristine river and on-site fully
stocked fishing ponds. Visitors from out of state can fly into Denver International Airport where transportation to Camp Bud+Breakfast
will be provided at an additional cost.
About the MaryJane Group
The MaryJane
Group is a hospitality management company based in Colorado. They are the leader and creator of the canna-lifestyle hospitality
sector, committed to strengthening the recreational cannabis industry through a unique brand portfolio of guest venues and trusted
partnerships with leaders in the cannabis field. Founded in 2014 by Joel Schneider, the company has capitalized on the passing
of the Colorado Amendment 64 by establishing lodging accommodations dedicated to the growing canna-tourism industry. http://themaryjanegrp.com
/ www.budandbfast.com
This press release shall not constitute
an offer to sell or a solicitation of an offer to buy securities of The MaryJane Group, Inc. Certain statements in this release,
including those related to expected or exceptional growth, the Canna-Lodging and Canna-Hospitality industry, among other written
and oral statements, are "forward looking statements" within the meaning of the federal securities laws. The forward
looking statements are subject to a number of risks and uncertainties including market acceptance of the Company’s services
and the Company’s continued access to capital and other risks and uncertainties. The actual results the Company achieves
may differ materially from any forward-looking statements due to such risks and uncertainties. These statements are based on our
current expectations and speak only as of the date of such statements. The Company undertakes no obligation to publicly update
or revise any forward-looking statement, whether as a result of future events, new information or otherwise.
# # #
Contact:
Joel C. Schneider
President and CEO
The MaryJane Group, Inc.
Phone: 303-835-8603 or 303-870-1557
Email: joel@themaryjanegrp.com
THE MARYJANE GROUP, INC. 8-K
Exhibit 10.03
LEASE
AND SERVICE AGREEMENT
THIS AGREEMENT OF LEASE for a specific
use, is made this 10th day of March, 2016, by and between Collins Ranch, LLC, (A Colorado Limited liability company), Owner (hereinafter
called “Landlord”) and The MaryJane Group, Inc. (A Nevada Corporation) (hereinafter called “Tenant”).
For their mutual benefit and consideration,
the parties hereto agree as follows:
1.
Premises. Landlord hereby leases
to Tenant the following described premises, situate in the County of Grand, State of Colorado, to-wit:
Address:13206 CR 3, Parshall, CO 80468 known as and operated
as the Aspen Canyon Ranch situated on approximately 414 acres of private land located in Grand County, Colorado Aspen Canyon Ranch
(the “Ranch”) public/guest areas consist of, Guest cabins (Trout , Elk and Deer), Guest house known as the “River
House.” Guest house known as the “Cliff House,” (each of which is more fully described below in Section 3 hereof,
the,Main Lodge (Excluding office area and kitchen) and all outdoor area comprising the Ranch . Note: specific access to kitchen
area will be permitted for guests
2.
Term. The term of this Lease shall
begin on the 1st day of July, 2016 and shall continue for the following rental periods set forth below:
July 1, 2016 - July 12, 2016
July 19, 2016-September 30, 2016
For a total of 85 rentable dates.
3.
Specific Use and Occupancy. The
property is leased for a maximum occupancy of (56 guests ) to Tenant, its guests and invitees to be used specifically for Guest
Ranch lodging and accommodations. Landlord agrees that Tenant may permit the use of marijuana by Guests and their visitors on
premises in designated areas, provided Tenant requires all guests/invitees to sign the applicable waiver of liability. Any other
use must be approved by Landlord in writing.
Occupancy breakdown for lodging:
Cliff House: Sleeps 11 - 1 King,
2 Queens, 1 Captain Bunk, 1 Twin, 1 oversized Twin Futon.
River House: Sleeps 9: 2 Queens, 1 Queen Sofa Sleeper,
1 Twin Sofa Sleeper, 1 Full Futon.
Trout 1: Sleeps 2 - 1 Queen
Trout 2: Sleeps 3 - 1 Queen, 1
Twin Sofa Sleeper
Trout 3: Sleeps 4 - 1 Twin, 1 Twin
Bunk Bed, 1 Twin Loft
Trout 4: Sleeps 4: 1 Captain
Bunk, 1 Twin Loft
Elk 1: Sleeps 3 - 1 Queen, 1 Twin
Sofa Sleeper
Elk 2: Sleeps 3 - 1 Queen, 1 Twin
Sofa Sleeper
Elk 3: Sleeps 4 - 1 Queen, 1 Twin
Sofa Sleeper, 1 Twin Loft
Elk 4: Sleeps 4 - 1 Captain Bunk, 1 Twin Loft
Deer 1: Sleeps 2 - 1 Queen
Deer 2: Sleeps 2 - 1 Queen
Deer 3: Sleeps 3 - 1 Queen, 1 Twin
Sofa Sleeper
Deer 4: Sleeps 2 - 1 Queen
4.
Rent.
a.
The total rent for the property, inclusive of all applicable
lodging tax is $215,628, payable on the day of each month of the term in the following installments:
1.
March 9th 2016 : $25,000,
2.
April 15th, 2016: $25,000,
3.
May 15th 2016: $25,000,
4.
June 15th 2016: $25,000,
5.
July 15th 2016 $25,000,
6.
August 15th 2016 $90,628
b.
Any installment of rent accruing under the provisions
of this Lease which shall not be paid when due shall be subject to a $100 Dollar per day late charge plus interest at 18% per
annum thereafter until paid.
4.
Landlord Services. Landlord shall
provide the necessary accommodations and services for up to 56 guests, including but not limited to: check in/out services, linens,
housekeeping, daily breakfast service, typical guest ranch services.
5.
Waste, Nuisance or Unlawful Use.
Tenant agrees that he will not commit waste on the premises, or maintain or permit to be maintained a nuisance thereon, or use
or permit the premises to be used in an unlawful manner.
6.
Alterations. It is agreed that Tenant
will not make or permit to be made, any alterations, additions, improvements or changes in the premises without, in each case,
first obtaining the written consent of Landlord. A consent to a particular alteration, addition, improvement or change shall not
be deemed a consent to or a waiver of restrictions against alterations, additions, improvements or changes for the future.
7.
Destruction of Premises and Eminent Domain.
If the premises are substantially destroyed by fire or taken by eminent domain, either party may terminate this Lease without liability
for the remainder of the term. A condemnation award shall belong exclusively to Landlord.
8.
Insurance. On or before July 1,
2016, Tenant shall have the Leased Premises and their contents insured under a normal “Renter’s Insurance Policy,”
including but not limited to coverage for all hazards and risks and at least $300,000 liability insurance. Landlord shall
be named as an additional insured on Tenant’s Insurance policies to the extent possible and Tenant agrees to provide a “Declaration
page” on or before July 1, 2016. Landlord shall cause Tenant to be named on it’s general liability policy in place
on July 1, 2016. Landlord shall provide Tenant with policy information and a “Declaration page” of such insurance
on or before July 1, 2016.
9.
Default by Tenant. The occurrence
of anyone or more of the following events shall constitute a default and breach of this Lease by Tenant.
a.
The failure by Tenant to make any payment of rent required
to be made by Tenant when due.
b.
The failure of Tenant through its guests and invitees,
to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Tenant, other
than the payment of rent, where such failure shall continue for a period of l0 days after written notice thereof is given by Landlord
to Tenant; provided, however, that if the nature of Tenant’s default is such that more than l0 days are reasonably required
for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within said l0-day period and thereafter
diligently prosecutes such cure to completion.
10.
Remedies in Default. In the event
of any default or breach by Tenant, Landlord, at any time thereafter, with or without notice or demand and without limiting Landlord
in the exercise of a right or remedy which Landlord may have by reason of such default or breach, may proceed in accordance with
any or all of the following:
a.
Landlord may continue this Lease in full force and effect
and shall have the right to collect rent when due, plus attorney’s fees and costs incurred by Landlord in the collection
of rent from Tenant.
b.
Landlord may deny Tenant, its guests and invitees access
to the Ranch.
c.
Pursue any other remedy now or hereafter available
to Landlord under the laws or judicial decisions of the State of Colorado.
11.
Default by Landlord. Landlord shall not
be in default unless Landlord fails to perform obligations required of Landlord within a “reasonable time”, but in
no event later than 14 days after written notice by Tenant to Landlord, specifying wherein Landlord has failed to perform such
obligations; provided, however, that if the nature of Landlord’s obligation is such that more than 14 days are required
for performance, then Landlord shall not be in default if Landlord commences performance within a “reasonable time”
and thereafter diligently prosecutes the same to completion.
12.
Written Notification. Each party
agrees to forward promptly and immediately to the other party any written notice received or prepared by any party with an interest
in this Lease which may affect the interest of the other party under this Lease. Notices shall be sent to the parties at the following
addresses:
a.
Landlord: Collins Ranch, LLC
c/o Scott Sussman, P.C.
PO Box 1476
Frisco, CO 80443
sussmanpc@gmail.com
b.
Tenant: The MaryJane Group Inc.
910 16th Street, Suite 412
Denver, Colorado 80202
c/o Joel C. Schneider, CEO
Joel@themaryjanegrp.com
13.
Amendment or Modification. No amendment
or modification of this Lease shall be valid or binding unless expressed in writing and executed by the parties hereto in the
same manner as the execution of this Lease.
14.
Whole Agreement. This Lease, together
with any written agreements which have been executed simultaneously herewith, contains the entire understanding and agreement
of the parties in reference to occupancy by Tenant of the demised premises. There are no oral understandings, expressed or implied,
not contained in this Lease or other simultaneous writings heretofore referred to. All understandings, terms or conditions relating
to occupancy of the demised premises pursuant to the terms of this Lease are deemed merged in this Lease.
15.
Additional Services. The following
services are not part of this Agreement, food service for lunch and dinner, on site paid Activities and Rentals, transportation
services,
16.
Choice of Law. This Lease shall
be governed by the laws of the State of Colorado.
17.
Waiver of Breach. No waiver of any
breach or breaches of any provision of this Lease shall be construed to be a waiver of any preceding or succeeding breach of such
provision or of any other provision hereof.
18.
Attorney’s Fees. In the event
of any dispute or litigation brought by either party to this lease to enforce his rights hereunder, the prevailing party shall
be entitled to recover his reasonable attorney’s fees and costs, in addition to any other amounts to which he might be entitled.
IN WITNESS WHEREOF, the parties hereto
have executed this Lease and Service Agreement on the day and year first above written.
| LANDLORD: |
|
TENANT: |
| |
|
|
| COLLINS RANCH, LLC |
|
The Mary Jane Group, Inc. |
| |
|
|
| |
|
|
| /s/ Ryan Colllins |
|
/s/ Joel Schneider |
| By: Ryan Collins, Manager |
|
By: Joel Schneider, CEO and President |