Item 1.01 Entry into a Material Definitive Agreement.

On February 4, 2021, EVIO, Inc. (the "Company") entered into an 8% convertible promissory note (the "Note") with existing note holder in the amount of $174,445. The company received $150,000 of the proceeds, with $7,000 allocated to legal expenses, and an original issue discount of $17,445.

The note maybe prepaid based on the following schedule:





Days Since Effective Date      Prepayment Amount
          0-90              125% of Principal Amount
         91-180             135% of Principal Amount
          181+              150% of Principal Amount

At any time after the Original Issue Date until the Note is no longer outstanding, the Note shall be convertible at the lower of $0.006 or 70% of the lowest daily trade price in the twenty (20) Trading Days prior to the Conversion Date.

The company has also entered into agreements with debenture holders from the January 29, 2018, October 17, 2018 and October 23, 2018 funding events to modify the terms of their debentures. The terms of the amendment, extend the maturity of these debentures to December 31, 2021 and modify the conversion price to $0.003. As of February 4, approximately $4.25 million of the outstanding $5.183 million have accepted the terms of the amendment.

Item 2.03. Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01 above which is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

The terms of this note specific that the proceeds from this Note must be used to facilitate the payment and completion of the company's 10K report for the period ending September 30, 2020, and the company's 8K report for the period ending December 31, 2020. The net proceeds have been distributed to the auditors, transfer agent, accountant and attorneys supporting the completion of these required reports.

Forward-Looking Statements

Statements contained in this current report that are not statements of historical fact are intended to be and are hereby identified as "forward-looking statements" for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. Generally, forward-looking statements include expressed expectations of future events and the assumptions on which the expressed expectations are based. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties which could cause actual events or results to differ materially from those projected. The Company undertakes no obligation to update or revise this current report to reflect future developments except as otherwise required by the Securities Exchange Act of 1934.

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