Item 1.01 Entry into a Material Definitive Agreement.

On April 28, 2022, the Registrant and Lemon Glow Company, Inc., a wholly owned subsidiary of Sugarmade, Inc. (OTC: "SGMD") entered into a material definitive agreement. Other than with respect to the material definitive agreement, no material relationship exists between the parties.

Pursuant to a Cultivation and Supply Agreement, Lemon Glow agreed to cultivate licensed cannabis for the Registrant during the 2022 Spring outdoor season. The Registrant expects to utilize the cannabis for its manufacture and production of cannabis products to be distributed by its wholly owned subsidiary, Northern Lights Distribution. The Registrant operates a California licensed psychoactive cannabis manufacturing and distribution business operation in Lynwood, California. As consideration for the Cultivation and Supply Agreement, the Registrant issued Lemon Glow a convertible promissory note in the principal amount of $400,000. There is 8% interest. The maturity date is April 28, 2023. The outstanding principal and interest are convertible into the Registrant's common stock calculated at 75% of the average closing price of the Registrant's common shares during the ten (10) trading days prior to Lemon Glow's election to convert.

Item 9.01 Financial Statements and Exhibits





Exhibit No. Document
10.1          Cultivation and Supply Agreement                      Filed Herewith
10.2          Securities Purchase Agreement                         Filed Herewith
10.3          Convertible Promissory Note                           Filed Herewith
104         Cover Page Interactive Data File - the cover page XBRL tags are embedded
            with the Inline XBRL document.

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