Item 1.01 Entry Into a Material Definitive Agreement

On November 12, 2020, we entered into a Global Settlement Agreement and Mutual Release (the "Settlement") with Raw Pharma, LLC ("Raw Pharma"). The Settlement includes substantial modifications to our Asset Purchase Agreement with Raw Pharma dated April 30, 2020 (the "Original Agreement"). Under the Original Agreement, our subsidiary Rocky Mountain Productions, Inc. acquired certain assets from Raw Pharma including fixtures, machinery, and other equipment. The assets acquired under the Original Agreement were located within a 20,000 square foot facility. Pursuant to the Original Agreement, we were to assume the lease for the premises, with the intention of using it as a bottling plant location.

Under the Original Agreement, the purchase price for the assets was to be of a combination of cash, common stock, and assumption of indebtedness, including:

· $1,750,000 in cash, to be paid as follows:

o $250,000 to be paid on or before August 15, 2020

o $500,000 to be paid on or before November 30, 2020

o $750,000 to be paid in 9 monthly installments from May 2020 through January of

2021; and

o $250,000 to be paid on or before March 1, 2021

· 27,000,000 shares of our common stock to be issued to Raw Pharma or its


   designees; and

· Assumption or re-financing of Raw Pharma's bank debts secured by the equipment


   in the amount of $1,007,000. Beginning June 15, 2020, we are required to make
   monthly note payments on the equipment of $20,000 until the bank debt is
   refinanced or paid off; and

· Assumption of the premises lease for the plant, and assumption of certain


   equipment leases.

Following our entry into the Original Agreement, the owner of the leased premises has refused to consent to an assignment of the premises lease to us from Raw Pharma. We have engaged a leasing broker and are actively searching for a new location for the bottling operation being conducted there.

In light of the difficulty encountered with the owner of the leased premises, we entered into the Settlement with Raw Pharma, which redefines our financial obligations as follows:

· Our cash payment obligation has been substantially reduced to the following:

o $225,000 previously paid; and

o An additional $100,000 to be paid in monthly payments of $15,000 commencing

June 1, 2021.

· In addition to the 27,000,000 shares of common stock issued as part of the

purchase price, we will issue an additional 4,700,000 shares to designee(s) of


   Raw Pharma.




  2

· The bank debt to be assumed as part of the purchase price is acknowledged to be

$954,514.79 in total. We have agreed to refinance the entirety of these loans

such that Raw Pharma and its affiliated guarantor are no longer liable for the


   debts.

In addition to the above-described terms modifying our financial obligations, we entered into mutual general releases with Raw Pharma.

The foregoing is a summary of the material terms of the Settlement, which contains additional terms and conditions. The Settlement, which is filed herewith as Exhibit 10.1, should be reviewed in its entirety for additional information.

Item 9.01 Financial Statements and Exhibits





Exhibit No.    Description
10.1             Global Settlement Agreement and Mutual Release with Raw Pharma,
               LLC


  3

© Edgar Online, source Glimpses