Item 1.01 Entry into a Material Definitive Agreement

On April 29, 2022, the Registrant and Medihemp, LLC, and its wholly owned subsidiary, SLAM Enterprises, LLC, and Medical Cannabis Caregivers, Inc., all collectively doing business as "Naturaleaf," (hereafter, "Naturaleaf") entered into an amendment to the previously disclosed material definitive agreement dated March 11, 2021, disclosed on Form 8-K March 12, 2021.

No material relationship exists between the parties to the amendment, other than with respect to the original material definitive agreement, as amended.

The original material definitive agreement disclosed the Registrant's acquisition of assets from Naturaleaf, including, but not limited to: Naturaleaf's fixed assets, Medical Marijuana Center licenses, a Medical Cannabis’ Medical Marijuana Infused Product Manufacturer license, a Medical Marijuana Optional Premises Cultivation license (the "Cannabis Licenses"), customer accounts, intellectual property, goodwill, and leases. As consideration for the purchase, the Registrant agreed to pay an aggregate purchase price of $2,200,000 in cash and 3,000,000 shares of Registrant's common stock.

The parties agreed to a payment schedule, requiring the Registrant to first pay an initial non-refundable payment of $20,000, credited against the Purchase Price. Thereafter, upon the party's completion of due diligence, and their receipt of contingent approval letters for the transfer of the Cannabis Licenses from the Colorado Marijuana Enforcement Division and the City of Colorado Springs (the "Closing"), the Registrant agreed to pay Naturaleaf $1,080,000 and issue Naturaleaf, or its designees, 3,000,000 shares of the Registrant's restricted common stock. The balance of the purchase price of $1,100,000 was payable based upon a promissory note ("Note") issued by the Registrant, which included 10% interest. The Note was due one year after Closing. On April 30, 2021, the Closing occurred, and the Registrant paid Naturaleaf $1,080,000 and issued 3,000,000 shares of restricted stock.

Pursuant to the amendment, the parties agreed to restructure remaining payments due to be made by the Registrant under the Note. The parties agreed that in consideration of the Registrant's payment of $550,000, and outstanding interest of $110,000, a new promissory note in the principal amount of $550,000 and 12% interest accruing annually, due April 29, 2023, resolves all Registrant's payments of the purchase price. The parties entered into the amendment and the Registrant paid the consideration of $550,000 principal and $110,000 in interest.