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

On September 22, 2022, the Company's board of directors elected a new director,David Radcliffe, effective as of September 22, 2022. From 2017 to the present David Radcliffe has acted as a consultant focusing on cannabis regulation and policy development. In this capacity he has performed market analysis relating to the cannabis and CRB industry in multiple geographic regions. His most recent clients include; Ute Indian Tribe, Zion Medicinal, Strategies 360, State of Utah and MJ Holdings Inc. Most recently David has worked for the State of Utah focusing on a medical cannabis pharmacy licensing program. Mr. Radcliffe is completing a JD from Northwestern California school of Law and has a BA degree in Business Administration and Accounting from Columbia College. David has a US Navy and Marine Corps background. David brings financial management, compliance management and general business control experience.

On September 22, 2022, David Dear, a director of the Company, submitted his resignation as a Director effective as of September 22, 2022. Mr. Dear's decision to resign is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

On September 24, 2022, Roger Bloss, the Company's Chief Executive Officer and a Director, submitted his resignation from both positions effective as of September 24, 2022. Mr. Bloss' decision to resign is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

Paris Balaouras will serve as interim Chief Executive Officer until such time as the Company appoints a replacement.

The Company continues to search for and identify candidates to fulfill the positions of Chief Financial Officer and the newly vacated position of Chief Executive Officer.





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