Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Effective December 31, 2021, Terry Buffalo resigned as a director, Chief Executive Officer and Chief Financial Officer of the Registrant. There were no disagreements between the Registrant and Mr. Buffalo regarding the Registrant's operations, policies, or practices.

(c) On December 31, 2021, the Registrant appointed Ellis Smith, age 45, as Chief Executive Officer and Chief Financial Officer. There was no arrangement or understanding between Mr. Smith and any other person(s) pursuant to which Mr. Smith was selected as an officer. Since the beginning of the Registrant's last fiscal year and to date, Mr. Smith has not been involved with any related party transaction exceeding $120,000, in which Mr. Smith had or will have a direct or indirect material interest.

From March, 2013 to the present; Ellis Smith, a co-founder of the Company, served as our Chief Development Officer, President, Director and Chairman of the Board. From September 2010 to July 2013, Mr. Smith co-owned Colorado Kind Care LLC d/b/a The Village Green Society, a Colorado based Medical Marijuana Center, where he was responsible for managing the operations and protocols supporting the growth and production of medical marijuana. From 2008 to 2010, Mr. Smith founded and operated The Happy Camper Organics Inc., a medical marijuana company focused on the growth of wholesale cannabis for sale to medical marijuana businesses. From 2005 to 2010, Mr. Smith founded and operated Bluebird Productions, a video production company. Mr. Smith has been published and recognized for his horticultural experience and organic gardening in the cannabis industry, and he is known for assisting in identifying the Hemp Russet Mite and working with SKUNK magazine to educate the industry. Our Board believes Mr. Smith's qualifications to serve as an executive of the Company and as a member of our Board include his past success in founding and operating businesses, his unique experience in horticultural and organic gardening, and his recognized qualifications in the emerging medical cannabis markets.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.

The following exhibits are filed herewith:





Exhibit
Number    Description
17.1        Letter from Terry Buffalo dated December 29, 2021.

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