Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement. Effective December 15, 2020, we entered into a securities purchase agreement (the "SPA") with EMA Financial, LLC ("EMA"), pursuant to which EMA purchased a $58,600 face amount convertible promissory note, with OID of $4,100, that bears interest at 10% per annum, with principal and interest due September 15, 2021. We have the right to repay such convertible promissory note at a premium ranging from 120% to 145% of the face amount. Such convertible promissory note may be converted into shares of our common stock at a conversion price equal to the lower of 60% of the market price of our common stock on the date of issuance of such convertible promissory note and the date of conversion, any time after June 15, 2020. The proceeds obtained were used to pay operating expenses.

Asset Purchase Agreement. On December 21, 2020, we entered into an asset purchase agreement (the "APA") with Raghorn Wholesale LLC, a Montana-based consumer goods distributor, whereby we are to purchase certain assets from Raghorn associated with approximately 200 retail locations for $200,000 in cash. These assets became available for purchase, due to Raghorn's determination to terminate its distribution business in such locations. The closing under the APA is scheduled for January 31, 2021. While we expect to possess the funds required for the closing, there is no assurance that such will be the case.

Item 3.02 Unregistered Sales of Equity Securities.

(a) Securities Sold. Effective December 15, 2020, we issued a $58,600 face amount convertible promissory note, with OID of $4,100, to EMA, which convertible promissory note bears interest at 10% per annum, with principal and interest due September 15, 2021. We have the right to repay such convertible promissory note at a premium ranging from 120% to 145% of the face amount. (b) Underwriter or Other Purchasers. Such convertible promissory note was issued to EMA Financial, LLC. (c) Consideration. Such convertible promissory note was issued in consideration of a cash loan of $54,500. (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(a)(2) thereof. (e) Terms of Conversion or Exercise. Such convertible promissory note may be converted into shares of our common stock at a conversion price equal to the lower of 60% of the market price of our common stock on the date of issuance of such convertible promissory note and the date of conversion, any time after June 15, 2020.




Item 8.01 Other Events.

Effective December 16, 2020, MiteXstream, a biopesticide for which our wholly-owned subsidiary, Black Bird Potentials, is the exclusive distributor in the United States and Canada, was certified by the U.S. Environmental Protection Agency ("EPA") (EPA Reg. Number: 95366-1).

In connection with such EPA certification of MiteXstream, we issued the press release reproduced below:





                        * * * START PRESS RELEASE * * *

Item 9.01 Financial Statements and Exhibits.





Exhibit No.   Description

  4.1           10% Convertible Promissory Note in favor of EMA Financial, LLC.

  10.1          Securities Purchase Agreement between Registrant and EMA
              Financial, LLC.

  10.2          Asset Purchase Agreement between Big Sky American Dist., LLC, a
              Subsidiary of Registrant, and Raghorn Wholesale, LLC.





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