DRS/A

Confidential Treatment Requested by Agro Capital Management Corp.

Pursuant to 17 C.F.R. Section 200.83

As submitted confidentially to the Securities and Exchange Commission on February 24, 2022.

This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all

information herein remains strictly confidential.

Registration Statement No. 333 _________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AGRO CAPITAL MANAGEMENT CORP.

(Exact name of Registrant as specified in its charter)

Nevada	2833	33-1230673
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

2620 Regatta Drive, Suite 102,

Las Vegas, Nevada 89128

(702) 560-2430

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive

offices)

Scott Benson, CEO

2620 Regatta Drive, Suite 102,

Las Vegas, Nevada 89128

(702) 560-2430

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ernest M. Stern, Esq.
Culhane Meadows PLLC

1701 Pennsylvania Avenue, N.W.

Suite 200

Washington, D.C. 20006

(301) 910-2030

Approximate Date of Proposed Sale to the Public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of each Class of Securities to be Registered	Shares to be Registered(1)		Proposed Maximum Aggregate Offering Price Per Share(2)		Maximum Aggregate Offering Price(1)(2)		Amount of Registration Fee(2)
Shares of Common Stock, par value $.001, issuable to each stockholder of the Company holding restricted shares equal to 20% of their beneficial ownership		20,104,523	$	1.00	$	20,104,523	$	1863.68
Shares of Common Stock, par value $.001, issuable to18 holders of warrants upon exercise of their warrants(3)		10,000,000		1.00		10,000,000		927.00
TOTAL		30,104,523			$	30,104,523	$	2790.68

(1) Pursuant to Rule 416 under the Securities Act, this registration statement shall be deemed to cover additional securities (i) to be offered or issued in connection with any provision of any securities purported to be registered hereby pursuant to terms which provide for a change in the amount of securities being offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions and (ii) of the same class as the securities covered by this registration statement issued or issuable prior to completion of the distribution of the securities covered by this registration statement as a result of a split of, or a stock dividend on, the registered securities.

(2) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) promulgated under the Securities Act of 1933, as amended.

 (3) In accordance with Rule 457(g) under the Securities Act, because the shares of the Registrant’s common stock underlying the warrants are registered hereby, no separate registration fee is required with respect to the warrants. The 18 warrants dated between June 25, 2021 and August 11, 2021 grant to the 18 investors a total of 10,000,000 shares at an exercise price of $0.60 per share.

This Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED February 24, 2022

Prospectus

30,104,523 Shares of Common Stock

Agro Capital Management Corp.

This prospectus covers 30,104,523 shares of our common stock of which 20,104,523 may be offered for resale or otherwise disposed of by each our record and beneficial stockholders in an amount equal to 20% of the shares of our common stock that each stockholder owns and 10,000,000 shares that may be offered for resale or otherwise disposed of by holders of our shares of common stock underlying warrants that we issued to 18 investors who purchased shares of our common stock in connection with a financing in which we raised $3,000,000 (the “Selling Stockholders”). This is the initial public offering of our common stock.

We will not receive any proceeds from the sale or other disposition of the securities by the Selling Stockholders. However, we may receive up to approximately $6,000,000 in gross proceeds upon the cash exercise of the warrants by the Selling Stockholders. We will use such proceeds, if and when received, for acquisitions and working capital. We do not have any planned acquisitions at this time. The Selling Stockholders may only offer and sell the common stock registered pursuant to this prospectus at a fixed price of $1.00 per share until such time as our common stock is listed on a national securities exchange or quoted on the OTC Bulletin Board, OTCQX or OTCQB, at which time such shares may be sold at a prevailing market price or in a privately negotiated transaction. See “Selling Stockholders” for additional information regarding the sales process available to the Selling Stockholders.

Scott Benson and Ted Hicks, our CEO and President, respectively, have voting control through their ownership of 1,000 shares of Series A preferred stock each. Each share of the Series A preferred stock has the voting power of 10,000 shares of common stock. Accordingly, our management will have voting control over all matters submitted to the holders of our common stock.

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements as set forth on page __ of this prospectus. Our common stock is quoted under the symbol “ACMB” on the OTC Pink Market (“OTC Pink”). On February 14, 202s, the last reported sale price of our common stock was $1.39. We currently expect the public offering price of the shares we are offering to be $1.00 per share of our common stock. There is a limited established market for our stock. The offering price of our shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our capital structure and the amount of money we would need to implement our business plans. Accordingly, the offering price should not be considered an indication of the actual value of our securities.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 10 in this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is February 24, 2022

ADDITIONAL INFORMATION

You should rely only on the information contained or incorporated by reference in this prospectus and in any accompanying prospectus supplement. No one has been authorized to provide you with different information. The shares are not being offered in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of such documents.

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TABLE OF CONTENTS

	Page No.
PROSPECTUS SUMMARY	1
WHERE YOU CAN FIND MORE INFORMATION	9
RISK FACTORS	10
USE OF PROCEEDS	25
MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	26
DILUTION	26
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	36
BUSINESS	39
MANAGEMENT	50
EXECUTIVE COMPENSATION	54
PRINCIPAL AND SELLING SECURITYHOLDERS	57
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	58
DESCRIPTION OF SECURITIES	58
SHARES ELIGIBLE FOR FUTURE SALE	60
PLAN OF DISTRIBUTION	62
LEGAL MATTERS	62
EXPERTS	62
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

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CAUTIONARY NOTE TO INVESTORS

This Prospectus qualifies the distribution of securities of an entity that derives all of its revenues from the cannabis industry in certain U.S. states, which industry is illegal under U.S. federal law. Agro Capital Management Corp. is directly involved in the cannabis industry through the production and sale of medical and adult-use cannabis in the State of California, which has regulated such activity.

The sale and use of cannabis is illegal under federal law pursuant to the U.S. Controlled Substance Act of 1970 (the “Controlled Substance Act”). Under the Controlled Substance Act, the policies and regulations of the United States Federal Government and its agencies are that cannabis has no medical benefit and a range of activities including cultivation and the personal use of cannabis is prohibited. The Supremacy Clause of the United States Constitution establishes that the United States Constitution and federal laws made pursuant to it are paramount and in case of conflict between federal and state law, the federal law shall apply.

Despite the current state of the federal law and the Controlled Substance Act, 37 states, the District of Columbia, and four U.S. territories that have legalized or decriminalized cannabis use for recreational or medical purposes. In early 2018, Vermont became the first state to legalize recreational cannabis by passage in a state legislature, but it does not allow commercial sales of recreational cannabis. Although the District of Columbia voters passed a ballot initiative in November 2014, no commercial recreational operations exist because of a prohibition on using funds to enact a recreational cannabis law contained within a federal appropriations amendment.

In addition, over half of the U.S. states have enacted legislation to legalize and regulate the sale and use of medical cannabis, while other states have legalized and regulate the sale and use of medical cannabis with strict limits on the levels of Delta-9-tetrahydrocannabinol (“THC”).

Our objective is to capitalize on the opportunities presented as a result of the changing regulatory environment governing the cannabis industry in the United States. Accordingly, there are a number of significant risks associated with our business. Unless and until the United States Congress amends the Controlled Substance Act with respect to medical and/or adult-use cannabis (and as to the timing or scope of any such potential amendments there can be no assurance), there is a risk that federal authorities may enforce current federal law, and our business may be deemed to be producing, extracting or dispensing cannabis in violation of federal law in the United States.

For these reasons, our involvement in the United States cannabis market may subject us to heightened scrutiny by regulators, stock exchanges and clearing agencies. There are a number of significant risks associated with our business. As a result, we may be subject to significant direct and indirect interaction with public officials. There can be no assurance that this heightened scrutiny will not in turn lead to the imposition of certain restrictions on our ability to operate in California and in other states in the United States. See sections entitled “Risk Factors” and “Our Business – Regulation and Licensing -Enforcement of Federal Laws”.

Trademarks

This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by any other companies.

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PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you. You should read this entire prospectus carefully, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical financial statements and related notes included elsewhere in this prospectus. In this prospectus, unless otherwise noted, the terms “the Company,” “we,” “us,” and “our” refer to Agro Capital Management Corp.

The Company

Background

We were incorporated in Nevada on November 12, 2013 under the name Guate Tourism Inc. Until September 11, 2015, we operated an online tourist guide company in Guatemala.

On October 29, 2015, Guate Tourism Inc. conducted a statutory merger with its wholly-owned subsidiary, Agro Capital Management Corp. The subsidiary was not an operating company and held no assets. Guate Tourism Inc., as the surviving entity, changed its name in connection with the merger to Agro Capital Management Corp. On December 11, 2015, FINRA announced the name change and symbol change to “ACMB”.

On April 7, 2020, the District Court of Clark County issued an Order Granting Application for the Appointment of Barbara Bauman as Custodian of the Company (“Court Order”) since no management team was in place to manage the affairs of the Company and protect the financial interest of its shareholders. Under the terms of the Court Order, all prior officers and directors of the Company were removed, and Ms. Bauman was required to file quarterly reports with the Court regarding the actions she was taking to protect the existing shareholders of the Company. Ms. Bauman was a shareholder of the Company prior to her appointment. On April 8, 2020, the Company was reinstated and brought back to good standing with the State of Nevada, as required by the Court Order, by its sole officer and director, Barbara Bauman.

On October 12, 2020, Barbara Bauman submitted to the District Court of Clark County a motion to terminate custodianship on the basis of having completed the requested actions of the District Court on behalf of the Company.

On October 31, 2020, Barbara Bauman effected a change of control of the Company by selling 50,000,000 shares of the Company’s common stock that she owned and 2,000 shares of the Company’s Series A Preferred Stock that she owned to Apex Holdings, Inc.

On November 3, 2020, Ms. Bauman resigned from her position as the sole officer and director of the Company and appointed the current members of the Company’s Board of Directors (the “Board”), Scott Benson and Ted Hicks, and the current executives, Scott Benson as Chief Executive Officer, Ted Hicks as President, Geoffrey Lawrence as Chief Financial Officer then replaced by James Pekarsky on April 2, 2021 and Gordon Ellis as Chief Operating Officer.

1

On December 2, 2020, the Board and a majority of our shareholders, approved a 1-for-25 reverse stock split of the issued and outstanding shares of common stock of the Company, reducing the issued and outstanding shares of common stock from 69,912,152 to 2,796,486 post reverse split shares.

On December 29, 2020, we entered into a merger agreement with Apex Holdings, Inc. (“Apex”), a privately held Nevada-based holding company, with assets engaged in the business of manufacturing and distributing licensed cannabis in the State of CA. Following the merger, the shareholders of Apex hold 97.9% of our issued and outstanding shares. Our officers and directors are the same as the officers and directors of Apex. Apex became a subsidiary of ours following the merger.

Overview

Apex is a California licensed manufacturer and distributor of adult-use and medicinal cannabis products. Apex was incorporated in Nevada in February 2017 and began to manufacture and distribute cannabis products in January 2018. Following our acquisition of Apex in December 2020, we obtained its branded cannabis oil products and vape cartridge delivery systems, including intellectual properties, research and development, web sites, packaging designs, related marketing materials and trade secrets surrounding extraction of cannabis, manufacturing vape cartridge components, filters, cannabis oil formulae and vape cartridge designs.\. We manufacture through proprietary methods to produce high quality and award-winning oils and other cannabis products for ourselves as well as on a white label basis for other retailers of legal cannabis products. Our process requires that we have a Type 7 volatile manufacturing license for extraction using our approach. We have had our Type 7 license since January 2018. In the first quarter of 2020, Apex introduced new proprietary oils marketed as “Pure Spectrum Extract” that have repeatedly sold out by our retail customers.

Apex products have received a number of awards:

○	1st Place / Weedcon Harvest Festival / November 2021 / Best Extract : Indica
○	1st Place / Weedcon Wonderland / May 2021 / Live Resin Hybrid
○	1st Place / Hempcon San Francisco / September 2019 / Best Sativa Concentrate
○	1st Place / Hightimes Central Valley / March 2019 / Indica Concentrate
○	1st Place / Hightimes Central Valley / March 2019 / Hybrid Concentrate
○	1st Place / Hightimes Norcal / May 2019 / Sativa Concentrate
○	1st Place / Hightimes Bay Area / June 2019 / Hybrid Concentrate
○	2nd Place / Hightimes Norcal / May 2019 / Sativa Concentrate
○	3rd Place / Hightimes Bay Area / June 2019 / Vape Pen & Cartridge
○	3rd Place / Hightimes SoCal / July 2019 / Sativa Concentrate
○	3rd Place / Hightimes SoCal / July 2019 / Hybrid Concentrate

Awards from Hightimes can be found at https://hightimes.com/, Weedcon https://weedconproductions.com/weedcon-cup, and Hempcon https://www.cannabiscupwinners.com/cups-and-awards/hempcon-cup.html. We did not enter into any award programs during 2020 due to covid restrictions.

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We manufacture through proprietary methods to produce high quality and award-winning oils and other cannabis products for ourselves as well as on a white label basis for other retailers of legal cannabis products. We only operate in those states where cannabis is legalized and regulated under applicable state laws, and/or has been decriminalized for medical use and/or legalized for recreational use. Our California manufacturing facility is located in Oakland, California and currently produces resin and rosin concentrates, infused pre-rolls and packaged flower. The Oakland facility can process 450 pounds of material per week. We purchased equipment that we expect to be operational in February 2022 and when functioning will increase our manufacturing capacity to 1,950 pounds per week which equates to approximately 500,000 grams of concentrates per month. The additional concentrate capacity will be used to expand availability of the Apex line, increase bulk sales and infuse flower and pre-rolls. Market demand will determine the ultimate mix of products. We can add shifts to increase capacity further if demand warrants the expansion.

Our California cannabis distribution license allows us to transport raw material to our processing facility. Our material buyers locate material that meets our quality standards and then arrange for transport with our licensed team. This raw material becomes the basis for the concentrates that we create. Our distribution license also allows us to distribute finished product to retail outlets. We service the retail outlets with an internal direct sales team that supports locations throughout California.

Our product line expansions will be limited to products that incorporate full spectrum oil which we believe to be a competitive advantage of our manufacturing process. Our process does not use a distillate additive to prevent the THC from crystallizing which leaves our oil with what we believe to be the best consumption experience.

In December 2021 we began operating in Oklahoma with a transport and processing license that we obtained through the purchase on November 30, 2021 of all assets of Primo Laboratories LLC, located in Oklahoma City, Oklahoma, that is licensed by the Oklahoma Medical Marijuana Authority to manufacture and distribute a variety of cannabis products. The cannabis laws in Oklahoma and configuration of the business are very similar to that of California. With the transport license product can be transported from the grower to our facility for processing. The existing processing license is for non-volatile manufacturing so instead of the butane-based extraction used in our Oakland facility we are using ice-based extraction to produce hash concentrates. Concentrates are being sold under the Apex brand name using the same color coding (ivory, emerald and black) as used in California. The facility can generate approximately 8,000 grams of product/month as configured. The Oklahoma facility will also support flower packaged flower, packaged infused flower, and infused pre-rolls. The Oklahoma product produced will be sold by our internal team to support distribution throughout Nevada.

Our product and geographic expansion plans face many challenges which include:

Market Oversupply: New and existing entrants into the market may oversupply product within our targeted categories or price product below production cost to establish market share.

Regulatory Changes: Local tax rates and compliance requirements may change and affect our operating costs.

Personnel Availability: Hiring in the current post covid environment is more challenging and may present us with difficulties to fill needed positions in manufacturing.

Inflation: Escalating inflation rates may have an adverse effect on our business impacting our hiring and provisioning costs in ways that we have not experienced or predicted

Economic Slowdown: The economy could experience a significant slowdown or recession that could reduce retail sales.

Federal Legalization: Federal legalization may increase competition from locations outside of our primary markets and drive margins lower.

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Supply Chain issues: Current and on-going supply chain issues may impact our ability to secure packaging materials, manufacturing equipment, and other critical supplies required to produce product for our markets.

Insurance availability: Insurance for some aspects of the business and some locations may not be available at the levels normally associated with a business operations.

Recent Reverse Split

On January 22, 2021 FINRA announced a 1-for-5 reverse split for the Company that took effect on January 25, 2021.

Corporate Strategy

Our strategy is to operate and expand our holdings in the legal cannabis industry through acquisition, joint venture, partnership or investment to increase our market presence in California and additional states through direct acquisitions and licensing arrangements.

The key elements of our growth strategy are:

Increase the Variety of Our Products. We plan to expand the variety and breadth of products supporting additional brands, and new hardware suppliers for vape products that promise to offer highly customized vaping experience. The customized experience dramatically improves the customer experience in ways that are unique to the product category. For our Live Resin Brand we recently introduced a mid-tier product (Emerald) between our premium quality black label line and our base while label line. We also plan to incorporate a full spectrum oil into a variety of edible products once our R&D effort is complete.  We have also recently added an infused pre-roll line to our product portfolio.

Enter into More Strategic Partnership Arrangements. We intend to expand our operations over time to other states that have legalized cannabis consumption. Our current targets include Arizona, Georgia, Hawaii, Nevada, New York, Illinois, Michigan, Oklahoma and Washington. We have identified potential partners in each state that are either in possession of a license and facility or are in the process of securing. Ideal partners will have additional cannabis assets in the proposed expansion area to include distribution, cultivation, and retail. In addition to geographic expansion we are involved in R&D projects that will significantly reduce the cost of our product while improving the consistency of the flavor profiles within our product lines. The tech that we are reviewing will also allow us to create new flavor profiles to meet changing consumer preferences. We are also in the process of developing retail delivery relationships that will allow us to restart our fresh monthly subscription service designed to support the most sophisticated consumers that generate the most consistent monthly sales.

Develop Additional Revenue Streams: As we expand into more markets we will continue to identify product opportunities that allow us to leverage or experience in creating fine oils. We believe consumer tastes will continue to become more sophisticated as we have seen in California. As the market moves from cheap distillate to full spectrum product, we will be there with products that deliver oils using the most desired delivery methodologies available at the time. Our R&D team will continue to develop and test new products to keep us at the front of the changing cannabis marketplace.

Further Develop Our Technology. We plan to devote significant resources to enhance the extraction of high quality concentrates. Our process utilizes equipment that is available from a variety of extraction equipment providers combined in a way that produces consistent high quality products utilizing proprietary operating procedures developed by our team of engineers. In addition, reducing our manufacturing costs down while improving quality has been a driving force behind our growth since the inception of the Company. Every step of our process is measured and reported upon to continually improve the flow. We believe the financial markets will continue to reward those that focus on traditional business metrics while the consumer market will reward those companies that provide a premium experience at a reasonable price point.

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Strengthen the Apex Brand: We are working on developing a national brand of cannabis concentrates, which will be sold wholesale to dispensaries, through standardization of the production, material acquisition, storing, testing, compliance and labeling process. The process begins with a proprietary method of evaluating product quality and our work with cultivation partners to ensure the critical process of cultivation and storage used supports the Apex manufacturing standards. We then use our proprietary methods to extract the maximum flavor profile and present the product in the most visually pleasing way possible.

Securing capital for the construction of processing centers. ACMB management and capital partners have a proven track record for securing needed capital to drive growth. This prospectus is the first step to securing the funding required to maximize the organic growth available to us in the California market while working with our strategic partners and acquisition targets to expand into other geographic locations.

Obtaining the necessary state and local licensure for each proposed facility. The Apex team responsible for securing one of the first manufacturing and distribution licenses in California remains with the company and will continue to drive the process for capturing other licenses. Our team has also worked with prospective partners to help with their applications with the intent of leveraging awarded licenses with Apex technology, branding, and process flow.

Constructing processing facilities. Apex starts with industry standard equipment that is then customized to maximize the productivity, throughput, and quality of the manufacturing line. The engineering team responsible for the design will replicate our facility and standard operating procedures in other geographies.

Expanding per-facility capacity and increasing revenues. The Apex production design team has a proven method for expanding the capacity and therefore the revenue streams typically available from industry standard equipment. Our customization and process flows combine to offer our team some of the lowest product costs which we then pass on to our customers while maintaining a premium consumption experience.

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Implications of Being an Emerging Growth Company

As a company with less than $1.0 billion in revenue during our most recently completed fiscal year, we qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, which we refer to as the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not emerging growth companies. These provisions include:

● Reduced disclosure about our executive compensation arrangements;

● No non-binding shareholder advisory votes on executive compensation or golden parachute arrangements;

● Exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting; and

● Reduced disclosure of financial information in this prospectus, limited to two years of audited financial information and two years of selected financial information.

As a smaller reporting company, each of the foregoing exemptions is currently available to us. We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.0 billion in annual revenues as of the end of a fiscal year, if we are deemed to be a large-accelerated filer under the rules of the Securities and Exchange Commission, or if we issue more than $1.0 billion of non- convertible debt over a three-year-period.

The JOBS Act permits an emerging growth company to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

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Corporate Information

We were incorporated in the State of Nevada on November 12, 2013. Our executive office is located at 2620 Regatta Drive, Suite 102, Las Vegas, Nevada 89128, and our telephone number is (702) 560-2430. Our internet website is www.acmbinc.com, The information on, or that can be accessed through, our website is not part of this prospectus, and you should not rely on any such information in making the decision whether to purchase our common stock.

The Offering

Common Stock to be Sold	Up to 30,104,523 shares of our common stock including 20,104,523 representing 20% of the shares of our common stock that each of our stockholders owns and 10,000,000 shares of our common stock underlying warrants that we issued to 18 investors who purchased shares of our common stock in connection with a financing in which we raised $3,000,000.
Common Stock Outstanding before the Offering Common Stock Outstanding after the Offering	50,053,821 as of February 14, 2021(1) 60,053,821
Use of Proceeds	This is a resale prospectus to register shares of the Selling Stockholders but we may receive up to approximately $6,000,000 in gross proceeds upon the cash exercise of certain warrants by the Selling Stockholders. We intend to use the net proceeds from the exercise of warrants for (i) potential joint ventures, (ii) potential mergers and acquisitions, (iii) repayment of debt and (iv) general working capital. The expected uses of the net proceeds from the exercise of the warrants represent our intentions based upon our current plans and business conditions. The precise uses, amounts and timing of the application of proceeds have yet to be determined by our management and may differ, in some or all respects, from those enumerated above. The amounts used for each purpose and timing of our actual expenditures may also vary significantly depending on numerous factors. See “Use of Proceeds.” We will not receive any of the proceeds from the sale or other disposition of the securities by the Selling Stockholders. We have agreed to bear the expenses relating to the registration of the shares of our common stock held by the Selling Stockholders. See “Use of Proceeds”.
Dividend Policy	We have never declared any cash dividends on our common stock. We currently intend to retain all available funds and any future earnings for use in financing the growth of our business and do not anticipate paying any cash dividends for the foreseeable future. See “Dividend Policy”.
OTC: Pink Symbol	ACMB
Risk Factors	You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the “Risk Factors” section beginning on page 10 of this prospectus before deciding whether or not to invest in our common stock.

(1) Does not include 10,000,000 shares issuable upon exercise of outstanding warrants or upon exercise of 705,000 options as of February 14, 2022.

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Summary Financial Information

The summary financial information set forth below is derived from the more detailed audited consolidated financial statements of the Company appearing elsewhere in this prospectus. You should read the summary consolidated financial information below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements, including the notes to such financial statements.

Statement of Operations Data:	Nine Months Ended		Nine Months Ended			Year Ended
	September 30, 2021		September 30, 2020			December 31, 2020			December 31, 2019
	(reviewed)		(audited)			(audited)			(audited)
Revenues, net	$	5,284,224	$	4,418,366		$	4,752,454		$	5,319,158
Cost of Goods Sold		1,828,867		1,911,648			1,064,576			4,968,822
Gross Profit		3,455,357		2,506,718			3,687,878			350,336
Total Operating Expenses		3,880,737		2,525,636			7,577,816			4,301,425
Net Profit (Loss) from Operations		(385,380)		(18,918)			ss(3,889,938	)		(3,951,089	)
Other Income (Expense)		167,938		(3,131,366	)		1,268,349			(142,659	)
Net (Loss) Income	$	(221,595)	$	(3,150,284)		$	(2,621,589	)	$	(4,093,748	)
Basic and Diluted		51,068,249		2,934,205			32,512,667			30,073,968
Net Gain (Loss) Per Share	$	(.004)	$	(1.07	)	$	(.08	)	$	(0.14	)
Weighted Average Number of Shares Outstanding Basic and Diluted

Balance Sheet Data:	September 30, 2021			December 31, 2020			December 31, 2019
		(reviewed)			(audited)			(audited)
Cash	$	1,564,203		$	25,236		$	51,512
Receivables, net		472.748			281,062			172,180
Inventory		2,150,878			95,482			218,770
Prepaid expenses and other assets		164,054			105,347			45,789
Property, plant and equipment, net		738,803			806,059			917,136
Total Assets	$	5,090,686		$	1,313,186		$	1,405,387
Accounts Payable	$	2,013,687		$	1,595,775		$	587,721
Accrued and Other Liabilities		3,291,554			2,330,172			769,517
Long-term debt		142,915			392,808			1,747,624
Due to related parties		153,010			283,316			-
Total Liabilities		5,601,166			4,602,071			3,104,862
Common stock, $0.001 par value; 200,000,000 shares authorized; 934,205, 2,934,205, and10,796,485 shares issued and outstanding as of December 31, 2019, 2020 and September 30, 2021		10,796			2,934			934
Preferred stock, $0.001 par value, 2000 shares authorized; 2,000 shares issued and outstanding as of December 31, 2020 and September 30, 2021		2			2			-
Additional Paid-in Capital		7,442,757			9,464,765			8,434,588
Accumulated Deficiency		(7,964,035	)		(12,756,586	)		(10,134,997	)
Total Stockholder’s Equity (Deficiency)		(510,480	)		(3,288,885	)		(1,699,475	)
Total Liabilities and Stockholders’ Equity	$	5,090,686		$	1,313,186		$	1,405,387

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WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 with the SEC registering under the Securities Act the common stock being offered under this prospectus. This prospectus, which is a part of such registration statement, does not include all of the information contained in the registration statement and its exhibits. For further information regarding us, the Selling Securityholders and our common stock, you should consult the registration statement and its exhibits.

Statements contained in this prospectus concerning the provisions of any documents are summaries of those documents and are not necessarily complete, and we refer you to the documents filed with the SEC for more information. The registration statement and any of its amendments, including exhibits filed as a part of the registration statement or an amendment to the registration statement, are available for inspection and copying as described below.

We will distribute annual reports to our stockholders, including financial statements audited and reported on by an independent registered public accounting firm. Any or all reports and other documents we will file with the SEC, as well as any or all of the documents incorporated by reference in this prospectus or the registration statement we filed with the SEC registering for sale the shares of our common stock being offered pursuant to this prospectus, are available at the SEC’s website www.sec.gov, as well as our website www.acmbinc.com. If you do not have internet access, requests for copies of such documents should be directed to Scott Benson, the Company’s CEO, at Agro Capital Management Corp., 2620 Regatta Drive, Suite 102, Las Vegas, Nevada 89128; Tel: (702) 560-2430.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. Prospective investors should carefully consider the risks described below, together with all of the other information included or referred to in this prospectus, before purchasing shares of our common stock. There are numerous and varied risks that may prevent us from achieving our goals. If any of these risks actually occurs, our business, financial condition or results of operations may be materially adversely affected. In such case, the trading price of our common stock could decline and investors in our common stock could lose all or part of their investment.

Risks Related to Our Company

Since we have a limited operating history in our industry, it is difficult for potential investors to evaluate our business.

Our short operating history makes it difficult for potential investors to evaluate our business or prospective operations. As an early stage company, we are subject to all the risks inherent in the financing, expenditures, operations, complications and delays inherent in a new business. Accordingly, our business and success face risks from uncertainties faced by developing companies in a competitive environment. There can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability.

We have a history of operating losses, have a going concern opinion from our auditors and may need additional financing to meet our future long-term capital requirements.

We have a history of losses, have a going concern opinion from our auditors and may continue to incur operating and net losses for the foreseeable future. As of December 31, 2020, we had a working capital deficit of $3,288,885, and stockholders’ deficit of $ $3,288,885. We incurred a net loss of $4,005,738 for the year ended December 31, 2019. For the nine months ended September 30, 2021, we incurred a net loss of $221,595 and a stockholders’ deficit of $510,480. We have not achieved sustainable profitability on an annual basis. We may not be able to reach a level of revenue to achieve profitability. If our revenues grow slower than anticipated, or if operating expenses exceed expectations, then we may not be able to achieve profitability in the near future or at all, which may depress our stock price and cause our stockholders to lose some or all of their investment in our Company.

If we do not begin to generate significant revenues, we will still need to raise additional capital to meet our long-term business requirements. Any such capital raising may be costly or difficult to obtain and would likely dilute current stockholders’ ownership interests. If we are unable to secure additional financing in the future, we will not be able to continue as a going concern.

If we do not begin to generate significant revenues from our operations we will need additional capital, which may not be available on reasonable terms or at all. The raising of additional capital will dilute current stockholders’ ownership interests. We may need to raise additional funds through public or private debt or equity financings to meet various objectives including, but not limited to:

● maintaining enough working capital to run our business;

● pursuing growth opportunities, including more rapid expansion;

● acquiring complementary businesses and technologies;

● making capital improvements to improve our infrastructure;

● responding to competitive pressures;

● complying with regulatory requirements for advertising or taxation; and

● maintaining compliance with applicable laws.

Any additional capital raised through the sale of equity or equity-linked securities may dilute current stockholders’ ownership percentages and could also result in a decrease in the fair market value of our equity securities because our assets would be owned by a larger pool of outstanding equity. The terms of those securities issued by us in future capital transactions may be more favorable to new investors, and may include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect that is different from or in addition to that reflected in the capitalization described in this report.

Further, any additional debt or equity financing that we may need may not be available on terms favorable to us, or at all. If we are unable to obtain required additional capital, we may have to curtail our growth plans or cut back on existing business and we may not be able to continue operating if we do not generate sufficient revenues from operations needed to stay in business.

We may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our financial condition.

We may acquire other assets or businesses, or form collaborations or make investments in other companies or technologies that could harm our operating results, dilute our stockholders’ ownership, increase our debt or cause us to incur significant expense.

As part of our business strategy, we may pursue acquisitions of businesses and assets or enter into strategic alliances and collaborations, to initiate and then expand our operations. We may not identify or complete these transactions in a timely manner, on a cost-effective basis, or at all, and we may not realize the anticipated benefits of any such transaction, any of which could have a detrimental effect on our financial condition, results of operations and cash flows. We have limited experience with acquiring other companies and assets and limited experience with forming strategic alliances and collaborations. We may not be able to find suitable acquisition candidates, and if we make any acquisitions, we may not be able to integrate these acquisitions successfully into our existing business and we may incur additional debt or assume unknown or contingent liabilities in connection therewith. Integration of an acquired company or assets may also disrupt ongoing operations, require the hiring of additional personnel and the implementation of additional internal systems and infrastructure, especially the acquisition of commercial assets, and require management resources that would otherwise focus on developing our existing business. We may not be able to find suitable strategic alliance or collaboration partners or identify other investment opportunities, and we may experience losses related to any such investments.

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To finance any acquisitions or collaborations, we may choose to issue debt or equity securities as consideration. Any such issuance of securities would dilute the ownership of our stockholders. If the price of our Common Stock is low or volatile, we may not be able to acquire other assets or companies or fund a transaction using our stock as consideration. Alternatively, it may be necessary for us to raise additional funds for acquisitions through public or private financings. Additional funds may not be available on terms that are favorable to us, or at all.

Our future success depends on our ability to retain our CEO and to attract, retain and motivate qualified personnel.

Our future business and results of operations depend in significant part upon the continued contributions of our CEO. If we lose his service or if he fails to perform in his current position, or if we are not able to attract and retain skilled personnel as needed, our business could suffer.

Because we do not have an audit or compensation committee, shareholders will have to rely on the entire Board of Directors to perform these functions.

We do not have an audit or compensation committee comprised of independent directors. Indeed, we do not have any audit or compensation committee. These functions are performed by the Board of Directors as a whole. Thus, there is a potential conflict in that board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

We expect to face intense competition, often from companies with greater resources and experience than we have.

To acquire qualified companies, we are likely to face competition from companies that have substantially greater financial, technological, managerial and research and development resources and experience than we have. In addition, if we are successful in closing our acquisition of one or more target companies, these acquired companies are likely to face competition for their service and product offerings from large and well-established companies that have greater marketing and sales experience and capabilities than we have. If we are unable to compete successfully, we may be unable to grow, sustain our revenue or be successful in achieving our business plan.

Current global financial conditions have been characterized by increased volatility which could negatively impact our business, prospects, liquidity and financial condition.

Current global financial conditions and recent market events have been characterized by increased volatility and the resulting tightening of the credit and capital markets has reduced the amount of available liquidity and overall economic activity. We cannot guaranty that debt or equity financing, the ability to borrow funds or cash generated by operations will be available or sufficient to meet or satisfy our initiatives, objectives or requirements. Our inability to access sufficient amounts of capital on terms acceptable to us for our operations will negatively impact our business, prospects, liquidity and financial condition.

We are growing the size of our organization, and we may experience difficulties in managing any growth we may achieve.

As of the date of this Offering Circular, we have one full-time employee. As our acquisition plans proceed and development and commercialization plans and strategies develop, we expect to need additional development, managerial, operational, sales, marketing, financial, accounting, legal, and other resources. Future growth would impose significant added responsibilities on members of management. Our management may not be able to accommodate those added responsibilities, and our failure to do so could prevent us from effectively managing future growth, if any, and successfully growing our Company.

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Our potential for rapid growth and our entry into new markets make it difficult for us to evaluate our current and future business prospects, and we may be unable to effectively manage any growth associated with these new markets, which may increase the risk of your investment and could harm our business, financial condition, results of operations and cash flow.

Our entry into new markets as we acquire new businesses may place a significant strain on our resources and increase demands on our executive management, personnel and systems, and our operational, administrative and financial resources may be inadequate. We may also not be able to effectively manage any expanded operations or achieve planned growth on a timely or profitable basis, particularly if the number of customers using our technology significantly increases or their demands and needs change as our business expands. If we are unable to manage expanded operations effectively, we may experience operating inefficiencies, the quality of our products and services could deteriorate, and our business and results of operations could be materially adversely affected.

If we are unable to develop and maintain our brand and reputation for our service and product offerings, our business and prospects could be materially harmed.

Our business and prospects depend, in part, on developing and then maintaining and strengthening our brand and reputation in the markets we will serve for the companies we acquire. If problems arise with our future products or services, our brand and reputation could be diminished. If we fail to develop, promote and maintain our brand and reputation successfully, our business and prospects could be materially harmed.

We may not maintain sufficient insurance coverage for the risks associated with our future business operations.

Risks associated with our prospective businesses and operations include, but are not limited to, claims for wrongful acts committed by our officers, directors, and other representatives, the loss of intellectual property rights, the loss of key personnel, risks posed by natural disasters and risks of lawsuits from customers who are injured from or dissatisfied with our services. Any of these risks may result in significant losses. We cannot provide any assurance that our insurance coverage will be sufficient to cover any losses that we may sustain, or that we will be able to successfully claim our losses under our insurance policies on a timely basis or at all. If we incur any loss not covered by our insurance policies, or the compensated amount is significantly less than our actual loss or is not timely paid, our business, financial condition and results of operations could be materially and adversely affected.

Any failure to protect our future intellectual property rights could impair our ability to protect our technology and our brand.

Our success depends in part on our ability to enforce our intellectual property and other proprietary rights of the companies we expect to acquire. We expect to rely upon a combination of trademark and trade secret laws, as well as license and other contractual provisions, to protect our intellectual property and other proprietary rights. These laws, procedures and restrictions provide only limited protection and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. To the extent that our intellectual property and other proprietary rights are not adequately protected, third parties may gain access to our proprietary information, develop and market solutions similar to ours or use trademarks similar to ours, each of which could materially harm our business. The failure to adequately protect our intellectual property and other proprietary rights could have a material adverse effect on our business, financial condition and results of operations.

The impact of epidemics or pandemics may limit our future business both from the demand and supply sides. Our sale people may not be able to effectively engage with customers due to restrictions on travel, conferences and in-person meetings. Our supply chain may be impacted by production and distribution delays. Due to these factors we may limit future operations to reduce expenses until events support and allow normal business procedures.

Our future acquired businesses and/or operations and the businesses of our potential customers could be materially and adversely affected by the risks, or the public perception of the risks, related to a pandemic or other health crisis, such as the recent outbreak of the novel coronavirus (COVID-19).

The growth of the businesses we acquire may, in part, be reliant on the willingness of customers to invest in their products and solutions. The risk, or public perception of the risk, of a pandemic or media coverage of infectious diseases could cause customers to avoid purchases which would delay sales of those products and solutions.

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In addition, since we source raw materials used in our products from various U.S. suppliers, the impact of COVID-19 on these suppliers, or any of our other suppliers, distributors and resellers, or transportation or logistics providers, may negatively affect the price and availability of our ingredients and/or packaging materials and impact our supply chain. If the disruptions caused by COVID-19 continue for an extended period of time, our ability to meet the demands of our consumers may be materially impacted. To date, we have not experienced any reduction in the available supply of our products. Additionally, many of our employees, including members of our management team, have been working remotely as a result of the closure of our offices and warehouses in compliance with local and state regulations in response to the COVID-19 pandemic. If our operations or productivity become, or continue to be, impacted throughout the duration of the COVID-19 outbreak and government-mandated closures, those occurrences may negatively impact our business, financial condition, and cash flow. The extent to which the COVID-19 pandemic will further impact our business will depend on future developments and, given the uncertainty around the extent and timing of the potential future spread or mitigation and around the imposition or relaxation of protective measures, we cannot reasonably estimate the impact to our business at this time.

Risks Related to the Cannabis Industry

Cannabis continues to be a Controlled Substance under the United States Federal Controlled Substances Act and our business may result in federal civil or criminal prosecution.

We are directly engaged in the medical and adult-use cannabis industry in the United States where local state law permits such activities however all such activities remain illegal under federal law. Investors are cautioned that cannabis is highly regulated at the state level. To our knowledge, there are to date 37 states, the District of Columbia, and four U.S. territories that have legalized medical cannabis in some form, including Nevada, although not all states have fully implemented their legalization programs. Fifteen states and the District of Columbia have legalized cannabis for adult use. Additional states have legalized high-cannabidiol (“CBD”), low Delta-9-tetrahydrocannabinol (“THC”) oils for a limited class of patients. Notwithstanding the permissive regulatory environment of cannabis at the state level, cannabis continues to be categorized as a Schedule I controlled substance under the U.S. Controlled Substance Act of 1970 (codified in 21 U.S.C.A. Section 812) (the “Controlled Substances Act”). Under federal law, a Schedule I drug is considered to have a high potential for abuse, no accepted medical use in the United States, and a lack of accepted safety for the use of the substance under medical supervision. Federal law prohibits commercial production and sale of all Schedule I controlled substances, and as such, cannabis-related activities, including without limitation, the importation, cultivation, manufacture, distribution, sale and possession of cannabis remain illegal under federal law. It is also illegal to aid or abet such activities or to conspire or attempt to engage in such activities. Strict compliance with state and local laws with respect to cannabis may neither absolve us of liability under U.S. federal law, nor provide a defense to any federal proceeding brought against us. An investor’s contribution to and involvement in such activities may result in federal civil and/or criminal prosecution, including, but not limited to, forfeiture of his, her or its entire investment, fines and/or imprisonment.

An appropriations rider contained in the fiscal year 2015, 2016, 2017, 2018, 2019, 2020 and 2021 Consolidated Appropriations Act provides budgetary constraints on the federal government’s ability to interfere with the implementation of state-based medical cannabis laws. The Ninth Circuit Court of Appeals and other courts have interpreted the language to mean that the U.S. Department of Justice (the “DOJ”) cannot expend funds to prosecute state-law-abiding medical cannabis operators complying strictly with state medical cannabis laws. The Amendment prohibits the federal government from using congressionally appropriated funds to prevent states from implementing their own medical cannabis laws. The Rohrabacher Amendment was renewed for fiscal year 2021 and it shall remain valid through September 30, 2021. Continued reauthorization of the Amendment is predicated on future political developments and cannot be guaranteed. If the Amendment expires, federal prosecutors could prosecute even state-compliant medical cannabis operators for conduct within the five-year statute of limitations. The Amendment does not protect state legal adult-use cannabis businesses and the DOJ may spend funds to prosecute persons that are operating in accordance with state adult use cannabis laws.

Violations of any federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings conducted by either the federal government or private citizens, or criminal charges and penalties, including, but not limited to, disgorgement of profits, cessation of business activities, divestiture, or prison time. This could have a material adverse effect on us, including our reputation and ability to conduct business, our holding (directly or indirectly) of medical and adult-use cannabis licenses throughout the United States, our financial position, operating results, profitability or liquidity or the market price of our publicly traded shares. In addition, it is difficult for us to estimate the time or resources that would be needed for the investigation or defense of any such matters or our final resolution because, in part, the time and resources that may be needed are dependent on the nature and extent of any information requested by the applicable authorities involved, and such time or resources could be substantial.

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The approach to the enforcement of cannabis laws may be subject to change, which creates uncertainty for our business.

As a result of the conflicting views between state legislatures and the federal government regarding cannabis, investments in, and the operations of, cannabis businesses in the United States are subject to inconsistent laws and regulations. The so-called “Cole Memorandum” issued by former Deputy Attorney General James Cole on August 29, 2013 and other Obama-era cannabis policy guidance, discussed below, provided the framework for managing the tension between federal and state cannabis laws. Subsequently, as discussed below, former Attorney General Jeff Sessions rescinded the Cole Memo and related policy guidance. Although no longer in effect, these policies, and the enforcement priorities established within, appear to continue to be followed during the Trump administration and remain critical factors that inform the past and future trend of state-based legalization.

The Cole Memo directed U.S. Attorneys not to prioritize the enforcement of federal cannabis laws against individuals and businesses that comply with state medical or adult-use cannabis regulatory programs, provided certain enumerated enforcement priorities (such as diversion or sale of cannabis to minors) were not implicated. In addition to general prosecutorial guidance issued by the DOJ, FinCEN issued a the FinCEN Memorandum on February 14, 2014 outlining Bank Secrecy Act-compliant pathways for financial institutions to service state-sanctioned cannabis businesses, which echoed the enforcement priorities outlined in the Cole Memorandum. On the same day the FinCEN Memorandum was published, the DOJ issued complimentary policy guidance directing prosecutors to apply the enforcement priorities of the Cole Memo when determining whether to prosecute individuals or institutions with crimes related to financial transactions involving the proceeds of cannabis-related activities.

On January 4, 2018, the then Attorney General Jeff Sessions rescinded the Cole Memo, the Cole Banking Memorandum, and all other related Obama-era DOJ cannabis enforcement guidance. While the rescission did not change federal law, as the Cole Memo and other DOJ guidance documents were not themselves laws, the rescission removed the DOJ’s formal policy that state-regulated cannabis businesses in compliance with the Cole Memo guidelines should not be a prosecutorial priority. Notably, former Attorney General Sessions’ rescission of the Cole Memo and the Cole Banking Memorandum has not affected the status of the FinCEN Memorandum issued by the Department of Treasury, which remains in effect. In addition to his rescission of the Cole Memo, former Attorney General Sessions issued a one-page memorandum known as the “Sessions Memorandum.” The Sessions Memorandum explains the DOJ’s rationale for rescinding all past DOJ cannabis enforcement guidance, claiming that Obama-era enforcement policies are “unnecessary” due to existing general enforcement guidance adopted in the 1980s, in chapter 9.27.230 of the U.S. Attorney’s Manual (the “USAM”). The USAM enforcement priorities, like those of the Cole Memo, are based on the use of the federal government’s limited resources and include “law enforcement priorities set by the Attorney General,” the “seriousness” of the alleged crimes, the “deterrent effect of criminal prosecution,” and “the cumulative impact of particular crimes on the community.” Although the Sessions Memorandum emphasizes that cannabis is a federally illegal Schedule I controlled substance, it does not otherwise instruct U.S. Attorneys to consider the prosecution of cannabis-related offenses a DOJ priority, and in practice, most U.S. Attorneys have not changed their prosecutorial approach to date. However, due to the lack of specific direction in the Sessions Memorandum as to the priority federal prosecutors should ascribe to such cannabis activities and the lack of additional guidance since the resignation of former Attorney General Sessions, there can be no assurance that the federal government will not seek to prosecute cases involving cannabis businesses that are otherwise compliant with state law.

William Barr served as United States Attorney General from February 14, 2019 to December 23, 2020. The DOJ under Mr. Barr did not take a formal position on federal enforcement of laws relating to cannabis. United States President Biden appointed Merrick Garland to succeed Mr. Barr as the U.S. Attorney General. It is unclear what impact, if any, the new administration will have on U.S. federal government enforcement policy on cannabis.

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Such potential proceedings could involve significant restrictions being imposed upon us or third parties, while diverting the attention of key executives. Such proceedings could have a material adverse effect on our business, revenues, operating results and financial condition as well as our reputation and prospects, even if such proceedings were concluded successfully in our favor. In the extreme case, such proceedings could ultimately involve the criminal prosecution of our key executives, the seizure of our corporate assets, and consequently, our inability to continue our business operations. Strict compliance with state and local laws with respect to cannabis does not absolve us of potential liability under federal law, nor provide a defense to any federal proceeding which may be brought against us. Any such proceedings brought against us may adversely affect our operations and financial performance.

Uncertainty surrounding existing protection from federal prosecution may adversely affect our operations and financial performance.

Pursuant to the Amendment, until such time as it is not renewed or expires of its own accord, the DOJ is prohibited from expending any funds to prevent states from implementing their own medical cannabis laws. If the Amendment or an equivalent thereof is not successfully included in the next or any subsequent federal omnibus spending bill, the protection which has been afforded thereby to our medical cannabis businesses in the past would lapse, and such businesses would be subject to a higher risk of prosecution under federal law. Although unlikely, there is a possibility that all amendments may be banned from federal omnibus spending bills, and if this occurs and the substantive provisions of the Amendment are not included in the base federal omnibus spending bill or other law, these protections would lapse. To the extent the Amendment is included in a continuing resolution, the protections of the Amendment would lapse if Congress does not reauthorize the resolution or pass another funding measure that includes the Amendment.

We may be in violation of anti-money laundering laws and regulations which could impact our ability to obtain banking services, result in the forfeiture or seizure of our assets and could require us to suspend or cease operations.

We are subject to a variety of domestic federal laws and regulations that involve money laundering, financial recordkeeping and proceeds of crime, including the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act) and the rules and regulations thereunder. Since the manufacture, distribution and sale of cannabis remains illegal under the Controlled Substances Act, banks and other financial institutions providing services to cannabis-related businesses risk violation of federal anti-money laundering statutes (18 U.S.C. §§ 1956 and 1957), the unlicensed money-remitter statute (18 U.S.C. § 1960) and the Bank Secrecy Act, among other applicable federal statutes. Banks or other financial institutions that provide cannabis businesses with financial services such as a checking account or credit card in violation of the Bank Secrecy Act could be criminally prosecuted for willful violations of money laundering statutes, in addition to being subject to other criminal, civil, and regulatory enforcement actions. Banks often refuse to provide banking services to businesses involved in the cannabis industry due to the present state of the laws and regulations governing U.S. financial institutions. The lack of banking and financial services presents unique and significant challenges to businesses in the cannabis industry. The potential lack of a secure place in which to deposit and store cash, the inability to pay creditors through the issuance of checks and the inability to secure traditional forms of operational financing, such as lines of credit, are some of the many challenges presented by the unavailability of traditional banking and financial services. These statutes can impose criminal liability for engaging in certain financial and monetary transactions with the proceeds of a “specified unlawful activity” such as distributing controlled substances which are illegal under federal law, including cannabis, and for failing to identify or report financial transactions that involve the proceeds of cannabis-related violations of the Controlled Substances Act. We may also be exposed to the foregoing risks.

As previously introduced, in February 2014, FinCEN issued the FinCEN Memo providing instructions to banks seeking to provide services to cannabis-related businesses. The FinCEN Memo states that in some circumstances, it is permissible for banks to provide services to cannabis-related businesses without risking prosecution for violation of the Bank Secrecy Act. It refers to supplementary guidance that former Deputy Attorney General James M. Cole issued to federal prosecutors relating to the prosecution of money laundering offenses predicated on cannabis-related violations of the Controlled Substances Act. Although the FinCEN Memo remains in effect today, it is unclear at this time whether the current administration will follow the guidelines of the FinCEN Memo. Overall, the DOJ continues to have the right and power to prosecute crimes committed by banks and financial institutions, such as money laundering and violations of the Bank Secrecy Act, that occur in any state, including in states that have legalized the applicable conduct and the DOJ’s current enforcement priorities could change for any number of reasons. A change in the DOJ’s enforcement priorities could result in the DOJ prosecuting banks and financial institutions for crimes that previously were not prosecuted. If we do not have access to the U.S. banking system, our business and operations could be adversely affected.

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Other potential violations of federal law resulting from cannabis-related activities include the Racketeer Influenced Corrupt Organizations Act (“RICO”). RICO is a federal statute providing criminal penalties in addition to a civil cause of action for acts performed as part of an ongoing criminal organization. Under RICO, it is unlawful for any person who has received income derived from a pattern of racketeering activity, to use or invest any of that income in the acquisition of any interest, or the establishment or operation of, any enterprise which is engaged in interstate commerce. RICO also authorizes private parties whose properties or businesses are harmed by such patterns of racketeering activity to initiate a civil action against the individuals involved. Although RICO suits against the cannabis industry are rare, a few cannabis businesses have been subject to a civil RICO action. Defending such a case has proven extremely costly, and potentially fatal to a business’ operations.

In the event that any of our operations, or any proceeds thereof, any dividends or distributions therefrom, or any profits or revenues accruing from such operations in the United States were found to be in violation of money laundering legislation or otherwise, such transactions may be viewed as proceeds of crime under one or more of the statutes noted above or any other applicable legislation. This could restrict or otherwise jeopardize our ability to declare or pay dividends, effect other distributions and subject us to civil and/or criminal penalties. Furthermore, while there are no current intentions to declare or pay dividends on our common stock in the foreseeable future, in the event that a determination was made that our proceeds from operations (or any future operations or investments) could reasonably be shown to constitute proceeds of crime, we may decide or be required to suspend declaring or paying dividends without advance notice and for an indefinite period of time. We could likewise be required to suspend or cease operations entirely.

We may become subject to federal and state forfeiture laws which could negatively impact our business operations.

Violations of any federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings conducted by either the federal government or private citizens, or criminal charges, including, but not limited to, seizure of assets, disgorgement of profits, cessation of business activities or divestiture. As an entity that conducts business in the cannabis industry, we are potentially subject to federal and state forfeiture laws (criminal and civil) that permit the government to seize the proceeds of criminal activity. Civil forfeiture laws could provide an alternative for the federal government or any state (or local police force) that wants to discourage residents from conducting transactions with cannabis related businesses but believes criminal liability is too difficult to prove beyond a reasonable doubt. Also, an individual can be required to forfeit property considered to be the proceeds of a crime even if the individual is not convicted of the crime, and the standard of proof in a civil forfeiture matter is lower than the standard in a criminal matter. Depending on the applicable law, whether federal or state, rather than having to establish liability beyond a reasonable doubt, the Federal Government or the state, as applicable, may be required to prove that the money or property at issue is proceeds of a crime only by either clear and convincing evidence or a mere preponderance of the evidence.

Investors located in states where cannabis remains illegal may be at risk of prosecution under federal and/or state conspiracy, aiding and abetting, and money laundering statutes, and be at further risk of losing their investments or proceeds under forfeiture statutes. Many states remain fully able to take action to prevent the proceeds of cannabis businesses from entering their state. Because state legalization is relatively new, it remains to be seen whether these states would take such action and whether a court would approve it. Investors and prospective investors of the Company should be aware of these potentially relevant federal and state laws in considering whether to invest in the Company.

We are subject to certain tax risks and treatments that could negatively impact our results of operations.

Section 280E of the Internal Revenue Code, as amended, prohibits businesses from deducting certain expenses associated with trafficking controlled substances (within the meaning of Schedule I and II of the Controlled Substances Act). The IRS has invoked Section 280E in tax audits against various cannabis businesses in the U.S. that are permitted under applicable state laws. Although the IRS issued a clarification allowing the deduction of certain expenses, the scope of such items is interpreted very narrowly and the bulk of operating costs and general administrative costs are not permitted to be deducted. While there are currently several pending cases before various administrative and federal courts challenging these restrictions, there is no guarantee that these courts will issue an interpretation of Section 280E favorable to cannabis businesses.

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Our business in the cannabis industry is subject to heightened scrutiny by regulatory authorities.

For the reasons set forth above, our existing operations and any future operations or investments may become the subject of heightened scrutiny by regulators, stock exchanges and other authorities. As a result, we may be subject to significant direct and indirect interaction with public officials. There can be no assurance that this heightened scrutiny will not in turn lead to the imposition of certain restrictions on our ability to operate or invest in our business in addition to those described herein.

In the United States, many clearing houses for major broker-dealer firms, including Pershing LLC, the largest clearing, custody and settlement firm in the United States, have refused to handle securities or settle transactions of companies engaged in cannabis related business. Many other clearing firms have taken a similar approach. This means that certain broker-dealers cannot accept for deposit or settle transactions in the securities of companies, which may inhibit the ability of investors to trade in our securities in the United States and could negatively affect the liquidity of our securities.

The heightened regulatory scrutiny could have a negative impact on our ability to raise capital.

Our business activities rely on newly established and/or developing laws and regulations in multiple jurisdictions, including in California and Nevada. These laws and regulations are rapidly evolving and subject to change with minimal notice. Regulatory changes may adversely affect our profitability or cause it to cease operations entirely. The cannabis industry may come under the scrutiny or further scrutiny by the U.S. Food and Drug Administration, SEC, the DOJ, the Financial Industry Regulatory Authority or other federal, California or other applicable state or non-governmental regulatory authorities or self-regulatory organizations that supervise or regulate the production, distribution, sale or use of cannabis for medical or non-medical purposes in the United States. It is impossible to determine the extent of the impact of any new laws, regulations or initiatives that may be proposed, or whether any proposals will become law. The regulatory uncertainty surrounding our industry may adversely affect our business and operations, including without limitation, the costs to remain compliant with applicable laws and the impairment of its ability to raise additional capital, create a public trading market in the U.S. for securities of the Company or to find a suitable acquirer, which could reduce, delay or eliminate any return on investment in the Company.

Our business is subject to risk from changing regulatory and political environments surrounding the cannabis industry.

The success of our business strategy depends on the legality of the marijuana industry. The political environment surrounding the marijuana industry in general can be volatile and the regulatory framework remains in flux. To our knowledge, there are to date 37 states, the District of Columbia, and four U.S. territories that have legalized cannabis in some form, including Nevada, and additional states have pending legislation regarding the same; however, the risk remains that a shift in the regulatory or political realm could occur and have a drastic impact on the industry as a whole, adversely impacting our business, results of operations, financial condition or prospects.

Delays in enactment of new state or federal regulations could restrict our ability to reach strategic growth targets and lower return on investor capital. Our strategic growth strategy is reliant upon certain federal and state regulations being enacted to facilitate the legalization of medical and adult-use marijuana. If such regulations are not enacted, or enacted but subsequently repealed or amended, or enacted with prolonged phase-in periods, our growth target, and thus, the effect on the return of investor capital, could be detrimental. We are unable to predict with certainty when and how the outcome of these complex regulatory and legislative proceedings will affect its business and growth.

Further, there is no guaranty that state laws legalizing and regulating the sale and use of cannabis will not be repealed or overturned, or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions. If the Federal Government begins to enforce federal laws relating to cannabis in states where the sale and use of cannabis is currently legal, or if existing applicable state laws are repealed or curtailed, our business, results of operations, financial condition and prospects would be materially adversely affected. It is also important to note that local and city ordinances may strictly limit and/or restrict disbursement of marijuana in a manner that will make it extremely difficult or impossible to transact business that is necessary for the continued operation of the marijuana industry. Federal actions against individuals or entities engaged in the marijuana industry or a repeal of applicable marijuana related legislation could adversely affect us and our business, results of operations, financial condition and prospects.

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We are aware that multiple states are considering special taxes or fees on businesses in the marijuana industry. It is a potential yet unknown risk at this time that other states are in the process of reviewing such additional fees and taxation. This could have a material adverse effect upon our business, results of operations, financial condition or prospects.

The commercial, medical and adult-use marijuana industries are in their infancy and we anticipate that such regulations will be subject to change as the jurisdictions in which we do business mature. We have in place a detailed compliance program overseen and maintained by external state and local regulatory/compliance counsel. Our internal compliance team (consisting of managers for each respective business unit) implements the compliance program.

Our internal compliance team oversees training for all employees, including on the following topics:

● compliance with state and local laws

● safe cannabis use

● dispensing procedures

● security and safety policies and procedures

● inventory control

● quality control

● transportation procedures

Our compliance program emphasizes security and inventory control to ensure strict monitoring of cannabis and inventory from delivery by a licensed distributor to sale or disposal. Only authorized, properly trained employees are allowed to access our computerized seed-to-sale system.

Additionally, we have created comprehensive standard operating procedures that include detailed descriptions and instructions for monitoring inventory at all stages of development and distribution. We will continue to monitor compliance on an ongoing basis in accordance with its compliance program, standard operating procedures, and any changes to regulation in the marijuana industry.

Overall, the medical and adult-use marijuana industry is subject to significant regulatory change at both the state and federal level. The inability of the Company to respond to the changing regulatory landscape may cause it to not be successful in capturing significant market share and could otherwise harm its business, results of operations, financial condition or prospects.

The potential reclassification of cannabis in the United States could create additional regulatory burdens on our operations and negatively affect our results of operations.

If cannabis and/or CBD is re-categorized as a Schedule II or lower controlled substance, the ability to conduct research on the medical benefits of cannabis would most likely be improved; however, rescheduling cannabis may materially alter enforcement policies across many federal agencies, primarily the U.S. Food and Drug Administration (the “FDA”). FDA is responsible for ensuring public health and safety through regulation of food, drugs, supplements, and cosmetics, among other products, through its enforcement authority pursuant to the Federal Food Drug and Cosmetic Act (the “FFDCA”). FDA’s responsibilities include regulating the ingredients as well as the marketing and labeling of drugs sold in interstate commerce. Because cannabis is federally illegal to produce and sell, and because it has no federally recognized medical uses, the FDA has historically deferred enforcement related to cannabis to the U.S. Drug Enforcement Agency (the “DEA”); however, the FDA has enforced the FFDCA with regard to hemp-derived products, especially CBD, sold outside of state-regulated cannabis businesses. If cannabis were to be rescheduled to a federally controlled, yet legal, substance, FDA would likely play a more active regulatory role. Further, in the event that the pharmaceutical industry directly competes with state-regulated cannabis businesses for market share, as could potentially occur with rescheduling, the pharmaceutical industry may urge the DEA, FDA, and others to enforce the Canadian Securities Administrators and FFDCA against businesses that comply with state but not federal law. The potential for multi-agency enforcement post-rescheduling could threaten or have a materially adverse effect on the operations of existing state-legal cannabis businesses, including the Company.

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Our participation in the cannabis industry may lead to costly litigation, which could adversely affect our financial condition and business operations.

Our participation in the cannabis industry may lead to litigation, formal or informal complaints, enforcement actions, and inquiries by various federal, state, or local governmental authorities against us or our investments. Litigation, complaints, and enforcement actions involving either us or our investments could consume considerable amounts of financial and other corporate resources, which could have an adverse effect on our future cash flows, earnings, results of operations and financial condition.

There is uncertainty regarding the availability of U.S. federal patent and trademark protection.

As long as cannabis remains illegal under U.S. federal law, the benefit of certain federal laws and protections which may be available to most businesses, such as federal trademark and patent protection regarding the intellectual property of a business, may not be available to us. As a result, our intellectual property may never be adequately or sufficiently protected against the use or misappropriation by third-parties. In addition, since the regulatory framework of the cannabis industry is in a constant state of flux, we can provide no assurance that it will ever obtain any protection of its intellectual property, whether on a federal, state or local level.

Current constraints on marketing our products could adversely affect our sales and results of operations.

The development of our business and operating results may be hindered by applicable restrictions on sales and marketing activities imposed by government regulatory bodies. The regulatory environment in the United States limits companies’ abilities to compete for market share in a manner similar to other industries. If we are unable to effectively market our products and compete for market share, or if the costs of compliance with government legislation and regulation cannot be absorbed through increased selling prices for our products, our sales and results of operations could be adversely affected.

We could experience difficulty enforcing our contracts.

Due to the nature of our business and the fact that our contracts involve cannabis and other activities that are not legal under federal law and in some jurisdictions, we may face difficulties in enforcing our contracts in federal and certain state courts. The inability to enforce any of our contracts could have a material adverse effect on our business, operating results, financial condition or prospects.

Any change in the federal government’s enforcement of current federal laws could cause significant financial damage to us and our shareholders.

Laws and regulations affecting the cannabis industry are constantly changing, which could detrimentally affect our operations. Local, state and federal cannabis laws and regulations are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with compliance or alter our business plan. In addition, violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our operations. It is also possible that regulations may be enacted in the future that will be directly applicable to our business. These ever-changing regulations could even affect federal tax policies that may make it difficult to claim tax deductions on our returns. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.

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We are subject to certain federal regulations relating to cash reporting.

The Bank Secrecy Act, enforced by FinCEN, requires us to report currency transactions in excess of $10,000, including identification of the customer by name and social security number, to the IRS. This regulation also requires us to report certain suspicious activity, including any transaction that exceeds $5,000 that we know, suspect or have reason to believe involves funds from illegal activity or is designed to evade federal regulations or reporting requirements and to verify sources of funds. Substantial penalties can be imposed against us if we fail to comply with this regulation. If we fail to comply with these laws and regulations, the imposition of a substantial penalty could have a material adverse effect on our business, financial condition and results of operations.

We and our customers may have difficulty accessing the service of banks, which may make it difficult to sell our products and services.

Since the use of cannabis is illegal under federal law, federally chartered banks will not accept for deposit funds from businesses involved with cannabis. Consequently, businesses involved in the cannabis industry often have trouble finding a bank willing to accept their business. The inability to open bank accounts may make it difficult for our customers to operate. There appears to be recent movement to allow state-chartered banks and credit unions to provide banking to the industry, but as of the date of this offering there are only nominal entities that have been formed that offer these services. Further, in a February 6, 2018, Forbes article, United States Secretary of the Treasury, Steven Mnuchin, is reported to have testified that his department is “reviewing the existing guidance.” But he clarified that he does not want to rescind it without having an alternate policy in place to address public safety concerns. There could be changes to such bank policies under the new Biden Administration.

Financial transactions involving proceeds generated by cannabis-related conduct can form the basis for prosecution under the federal money laundering statutes, unlicensed money transmitter statute and the U.S. Bank Secrecy Act. Despite guidance from the U.S. Department of the Treasury suggesting it may be possible for financial institutions to provide services to cannabis-related businesses consistent with their obligations under the Bank Secrecy Act, banks remain hesitant to offer banking services to cannabis-related businesses. Consequently, those businesses involved in the cannabis industry continue to encounter difficulty establishing banking relationships. Our inability to maintain our current bank accounts would make it difficult for us to operate our business, increase our operating costs, and pose additional operational, logistical and security challenges and could result in our inability to implement our business plan. Similarly, many of our customers are directly involved in cannabis sales and further restriction to their ability to access banking services may make it difficult for them to purchase our products, which could have a material adverse effect on our business, financial condition and results of operations.

Our business is subject to compliance with government regulation the cost of which may be material and the failure to comply with present and future government regulation could harm our business, results of operations, financial condition and prospects, could put us out of business and could cause you to lose your entire investment.

We are subject to numerous federal, state, local, and foreign laws and regulations, including those relating to:

● the production of our products;

● environmental protection;

● interstate commerce and taxation; and

● workplace and safety conditions, minimum wage and other labor requirements.

The federal Agricultural Act of 2014, along with the corresponding Consolidated Appropriations Act of 2016 provisions (as extended by resolution into 2018) and Colorado’s Industrial Hemp Regulatory Program, provide for the cultivation of industrial hemp for purposes of research as part of agricultural pilot programs adopted by individual states, including Colorado (pursuant to which we operate). The uncertainty of conflicting interpretations of these legislative authorities, as they relate to the federal Controlled Substance Act’s provisions relating to the cultivation of “marijuana,” presents a substantial risk to the success and ongoing viability of the Company and the hemp industry in general. The uncertainty is a deterrent to investment in cannabis-related businesses, securing channels of distribution and obtaining banking, payment processing services, transfer agent, clearing, and other financial services. Investors face uncertainty in the ability to deposit and clear the securities offered herein.

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The Trump Administration announced last year that there may be greater enforcement of federal laws regarding marijuana and there is no certainty on how the Biden Administration will address this issue. Federal enforcement of existing laws and regulations could have a material adverse effect on our business and may cause you to lose your entire investment.

New legislation or regulations may be introduced at either the federal and/or state level which, if passed, would impose substantial new regulatory requirements on the manufacture, packaging, labeling, advertising and distribution and sale of hemp-derived products. New legislation or regulations may require the reformulation, elimination or relabeling of certain products to meet new standards and revisions to certain sales and marketing materials, and it is possible that the costs of complying with these new regulatory requirements could be material.

The U.S. Food and Drug Administration (the “FDA”), Federal Trade Commission (the “FTC”) and their state-level equivalents, possess broad authority to enforce the provisions of federal and state law, respectively, applicable to consumer products and safeguards as such relate to foods, dietary supplements and cosmetics, including powers to issue a public warning or notice of violation letter to a Company, publicize information about illegal products, detain products intended for import or export (in conjunction with U.S. Customs and Border Protection) or otherwise deemed illegal, request a recall of illegal products from the market, and request the Department of Justice, or the state-level equivalent, to initiate a seizure action, an injunction action, or a criminal prosecution in the U.S. or respective state courts. The initiation of any regulatory action towards industrial hemp or hemp derivatives by the FDA, FTC or any other related federal or state agency, may result in substantial financial penalties and enjoinment from certain business-related activities, and if such actions were publicly reported, they may have a materially adverse effect on us, our business and our results of operations.

As the possession and use of cannabis is illegal under the Federal Controlled Substances Act, we may be deemed to be aiding and abetting illegal activities through the services that we provide to users, and as such may be subject to enforcement actions which could materially and adversely affect our business.

The possession, use, cultivation, or transfer of cannabis remains illegal under the Federal Controlled Substances Act. The cannabis products which we manufacture for third parties may be sold to customers that are engaged in the business of possession, use, cultivation, or transfer of cannabis. As a result, law enforcement authorities regulating the illegal use of cannabis may seek to bring an action or actions against us, including, but not limited, to a claim of aiding and abetting another’s criminal activities. The Federal aiding and abetting statute provides that anyone who “commits an offense against the United States or aids, abets, counsels, commands, induces or procures its commission, is punishable as a principal.” 18 U.S.C. §2(a). As a result of such an action, we may be forced to cease operations and our investors could lose their entire investment. Such an action would have a material negative effect on our business and operations

We may become subject to federal and state forfeiture laws which could negatively impact our business operations.

Violations of any federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings conducted by either the federal government or private citizens, or criminal charges, including, but not limited to, seizure of assets, disgorgement of profits, cessation of business activities or divestiture. As an entity that conducts business in the cannabis industry, we are potentially subject to federal and state forfeiture laws (criminal and civil) that permit the government to seize the proceeds of criminal activity. Civil forfeiture laws could provide an alternative for the federal government or any state (or local police force) that wants to discourage residents from conducting transactions with cannabis related businesses but believes criminal liability is too difficult to prove beyond a reasonable doubt. Also, an individual can be required to forfeit property considered to be the proceeds of a crime even if the individual is not convicted of the crime, and the standard of proof in a civil forfeiture matter is lower than the standard in a criminal matter. Depending on the applicable law, whether federal or state, rather than having to establish liability beyond a reasonable doubt, the federal government or the state, as applicable, may be required to prove that the money or property at issue is proceeds of a crime only by either clear and convincing evidence or a mere preponderance of the evidence.

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Investors located in states where cannabis remains illegal may be at risk of prosecution under federal and/or state conspiracy, aiding and abetting, and money laundering statutes, and be at further risk of losing their investments or proceeds under forfeiture statutes. Many states remain fully able to take action to prevent the proceeds of cannabis businesses from entering their state. Because state legalization is relatively new, it remains to be seen whether these states would take such action and whether a court would approve it. Investors and prospective investors in our company should be aware of these potentially relevant federal and state laws in considering whether to invest in us.

We may not obtain the necessary permits and authorizations to operate our proposed marijuana business.

We may not be able to obtain or maintain the necessary licenses, permits, authorizations, or accreditations for our proposed cultivation and production businesses and greenhouse solutions business, or may only be able to do so at great cost. In addition, we may not be able to comply fully with the wide variety of laws and regulations applicable to the medical and adult use marijuana industry. Failure to comply with or to obtain the necessary licenses, permits, authorizations, or accreditations could result in restrictions on our ability to operate the medical and adult use marijuana business, which could have a material adverse effect on our business.

Risks Related to the Securities Markets and Ownership of our Equity Securities

The market price of our common stock may fluctuate, and you could lose all or part of your investment.

The price of our common stock may decline below the offering price of the shares following this offering. The stock market in general, and the market price of our common stock will likely be subject to fluctuation, whether due to, or irrespective of, our operating results, financial condition and prospects.

Our financial performance, our industry’s overall performance, changing consumer preferences, technologies, government regulatory action, tax laws and market conditions in general could have a significant impact on the future market price of our common stock. Some of the other factors that could negatively affect our share price or result in fluctuations in our share price include:

● actual or anticipated variations in our periodic operating results;

● increases in market interest rates that lead purchasers of our common stock to demand a higher investment return;

● changes in earnings estimates;

● changes in market valuations of similar companies;

● actions or announcements by our competitors;

● adverse market reaction to any increased indebtedness we may incur in the future;

● additions or departures of key personnel;

● actions by stockholders; and

● speculation in the media, online forums, or investment community.

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Our CEO and President have voting control through their ownership of the Series A Preferred Stock that may conflict with conflict with other stockholders who may be unable to influence management who exercises control over our business.

Our CEO and President have voting control over the holders of our common stock through their ownership of our Series A Preferred stock that has super voting rights of 10,000 common stock votes for each share of Series A Preferred stock. As a result, our management is able to: elect or defeat the election of our directors, amend or prevent amendment to our articles of incorporation or bylaws, effect or prevent a merger, sale of assets or other corporate transaction, and control the outcome of any other matter submitted to the stockholders for a vote. Accordingly, other stockholders may be unable to influence management and be unable to exercise any control over our business.

We do not know whether an active, liquid and orderly trading market will develop for our securities or what the market price of our securities will be and as a result it may be difficult for you to sell your shares of our Common Stock.

There is currently an illiquid market for our securities. The lack of an active market may impair your ability to sell those securities at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your securities. Further, an inactive market may also impair our ability to raise capital by selling securities and may impair our ability to enter into collaborations or acquire companies or products by using our securities as consideration.

If we do not meet the listing standards of a national securities exchange our investors’ ability to make transactions in our securities will be limited, and we will be subject to additional trading restrictions.

Our securities currently are traded over-the-counter on the OTC Pink Market and are not qualified to be listed on a national securities exchange, such as NASDAQ. Accordingly, we face significant material adverse consequences, including:

- a limited availability of market quotations for our securities;

- reduced liquidity with respect to our securities;

- our shares of common stock are currently classified as “penny stock” which requires brokers trading in our shares of common stock to adhere to more stringent rules, resulting in a reduced level of trading activity in the secondary trading market for our shares of common stock;

- a limited amount of news and analyst coverage for our company; and

- a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Since our Common Stock is traded on the OTC Pink Market, our common stock is not a covered security and is, therefore, subject to regulation in each state in which we offer our securities.

Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain.

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business. In addition, the terms of any future debt agreements may preclude us from paying dividends. As a result, capital appreciation, if any, of our securities will be your sole source of gain for the foreseeable future.

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Some provisions of our charter documents and Nevada law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders and may prevent attempts by our stockholders to replace or remove our current management.

Provisions in our articles of incorporation and bylaws that will become effective in connection with consummation of this offering, as well as provisions of Nevada law, could make it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so would benefit our stockholders, or remove our current management and could discourage claims by our shareholders in general. These include provisions that:

- permit our Board of Directors to issue up to 1,000,000 shares of preferred stock, with any rights, preferences and privileges as it may designate, of which we have designated 2,000 Series A preferred stock with 10,000 votes per share, which are held in equal amounts by Scott Benson, our CEO, and Ted Hicks, our President;

- provide that all vacancies on our Board of Directors, including as a result of newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;

- not provide for cumulative voting rights, thereby allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election;

- provide that special meetings of our stockholders may be called by a majority of the Board of Directors; and

- provide that our Board of Directors is expressly authorized to make, alter or repeal the bylaws.

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board of Directors, who are responsible for appointing the members of our management as well as discouraging claims against our management in general by our stockholders. Any provision of our articles of incorporation or bylaws or Nevada law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.

The subscription agreement for the purchase of common stock from the Company contains an exclusive forum provision, which will limit investors ability to litigate any issue that arises in connection with the offering anywhere other than the Federal courts in Nevada.

The subscription agreement states that it shall be governed by the local law of the State of Nevada and the United States, and the parties consent to the exclusive forum of the Federal courts in Nevada for any action brought under the Securities Act, the Exchange Act, or any matters derived from the subscription agreement. They will not have the benefit of bringing a lawsuit in a more favorable jurisdiction or under more favorable law than the local law of the State of Nevada. Moreover, we cannot provide any certainty as to whether a court would enforce such a provision. In addition, you cannot waive compliance with the federal securities laws and the rules and regulations thereunder as Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. The combination of both potentially unfavorable forum and the lack of certainty regarding enforceability poses a risk regarding litigation related to the subscription to this offering and should be considered by each investor before signing the subscription agreement. In addition, our exclusive forum provision may result in additional costs related to litigation of the matter for an investor.

Forward Looking Statements

This prospectus contains forward-looking statements within the meaning of the Federal securities laws. These statements relate to future events or future predictions, including events or predictions relating to our future financial performance, and are based on current expectations, estimates, forecasts and projections about us, our future performance, our beliefs and management’s assumptions. They are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “feel,” “confident,” “estimate,” “intend,” “predict,” “forecast,” “potential” or “continue” or the negative of such terms or other variations on these words or comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks described under “Risk Factors” that may cause the Company’s or its industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In addition to the risks described in Risk Factors, important factors to consider and evaluate in such forward-looking statements include: (i) general economic conditions and changes in the external competitive market factors which might impact the Company’s results of operations; (ii) unanticipated working capital or other cash requirements including those created by the failure of the Company to adequately anticipate the costs associated with acquisitions and other critical activities; (iii) changes in the Company’s corporate strategy or an inability to execute its strategy due to unanticipated changes; and (iv) the failure of the Company to complete any or all of the transactions described herein on the terms currently contemplated. In light of these risks and uncertainties, many of which are described in greater detail elsewhere in this Risk Factors discussion, there can be no assurance that the forward-looking statements contained in this prospectus will in fact transpire.

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Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither the Company nor any other person assumes responsibility for the accuracy and completeness of such statements. We do not undertake any duty to update any of the forward-looking statements after the date of this prospectus to conform such statements to actual results or changes in our expectations.

Emerging Growth Company Status

The Jumpstart Our Business Startups Act of 2012, or the JOBS Act, permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We are choosing to elect the extended transition period for complying with new or revised accounting standards applicable to public companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

USE OF PROCEEDS

This prospectus relates to shares of our common stock that may be offered and sold from time to time by the Selling Stockholders. We will receive no proceeds from the sale of shares of Common Stock by the Selling Stockholders in this offering. We may receive proceeds from warrants exercised by the Selling Stockholders. The following table illustrates the amount of net proceeds of up to $6,000,000 we may receive from warrants exercised by the Selling Stockholders. It is possible that we may only receive some or none of the $6,000,000 should there be some or no exercise by the Selling Stockholders of their rights to purchase shares of our common stock under their warrants. In such case, we will reallocate our use of proceeds as the Board of Directors deems to be in the best interests of the Company to effectuate our business plan. The intended use of proceeds is as follows:

		100%		75%		50%		25%
Gross Offering Proceeds	$	6,000,000	$	4,500,000	$	3,000,000	$	1,500,000
Offering Costs(1)		150,000	$	150,000	$	150,000	$	150,000
Use of Net Proceeds:
Selling, General and Administrative Expenses	$	600,000	$	450,000	$	300,000	$	150,000
Acquisitions	$	3,000,000	$	2,250,000	$	1,500,000	$	750,000
Working Capital(2)	$	1,800,000	$	1,350,000	$	900,000	$	450,000
Debt Reduction	$	450,000	$	300,000	$	150,000	$	0

(1)	We expect to spend approximately $150,000 in expenses relating to this offering, including legal, accounting, travel, printing and other miscellaneous costs.
(2)	We use working capital to pay for miscellaneous and general operating expenses, as well as legal and accounting fees.

The allocation of the use of proceeds among the categories of anticipated expenditures represents management’s best estimates based on the current status of our proposed operations, plans, investment objectives, capital requirements, and financial conditions. Future events, including changes in economic or competitive conditions of our business plan or the completion of less than the total offering, may cause us to modify the above-described allocation of proceeds. Our use of proceeds may vary significantly in the event any of our assumptions prove inaccurate. We reserve the right to change the allocation of net proceeds from the Offering as unanticipated events or opportunities arise.

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MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is quoted on the OTC:Pink under the symbol ACMB. As of December 15, 2021, there were 301 holders of record of our common stock.

The following table sets forth the high and low bid closing prices for our common stock for the periods indicated, as reported by the OTC Pink. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission.

Period	High		Low
Year Ending December 31, 2021
July 1, 2021 through September 30, 2021	$	2.08	$	0.50
April 1, 2021 through June 30, 2021	$	9.75	$	2.20
January 1, 2021 through March 31, 2021	$	37.50	$	9.75
Year Ending December 31, 2020
October 31, 2020 through December 31, 2020	$	20.03	$	17.50
July 1, 2020 through September 30, 2020	$	20.03	$	20.03
April 1, 2020 through June 30, 2020	$	20.03	$	20.03
January 1, 2020 through March 31, 2020	$	20.03	$	20.03
Year Ended December 31, 2019
October 1, 2019 through December 31, 2019	$	47.50	$	20.03
July 1, 2019 through September 30, 2019	$	31.25	$	37.25
April 1, 2019 through June 30, 2019	$	56.25	$	31.25
January 1, 2019 through March 31, 2019	$	57.25	$	57.25

The last report sales price of our common stock on the OTC:Pink on December 23, 2021 was $1.39 per share.

Dividend Policy

We have not declared nor paid any cash dividend on our common stock, and we currently intend to retain future earnings, if any, to finance the expansion of our business, and we do not expect to pay any cash dividends in the foreseeable future. The decision whether to pay cash dividends on our common stock will be made by our board of directors, in their discretion, and will depend on our financial condition, results of operations, capital requirements and other factors that our board of directors considers significant.

DILUTION

The sale of shares of our common stock by the Selling Stockholders may have a dilutive impact on our stockholders.

Our net tangible book value as of September 30, 2021 was approximately $(2,711,485) or $(.05) per share. Net tangible book value per share is determined by dividing our total tangible assets, less total liabilities, by the number of shares of common stock outstanding as of September 30, 2021. Dilution with respect to net tangible book value per share represents the difference between the amount per share paid by the Selling Stockholders and the net tangible book value per share of common stock immediately after sale of such shares.

The 20,104,523 shares of our common stock to the other Selling Stockholders are included int the net tangible book value as those shares were issued prior to September 30, 2021 at the average sale price of $1.00 per share after deducting estimated offering expenses. Additionally, giving effect to the issuance of the 10,000,000 warrants being registered that have a strike price of $0.60 per share will increase our net tangible book value as of September 30, 2021 to be approximately $(3,288,515), or $.05 per share. The warrant holders will have an immediate dilution of $.55 per share.

To the extent that other options or warrants outstanding as of December 15, 2021 have been or may be exercised or other shares are issued, investors purchasing shares of our common stock in this offering may experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

26

SELLING STOCKHOLDERS

This prospectus relates to the possible resale by the Selling Stockholders of shares of our common stock that represent 20% of the shares of our common stock held by each of our stockholders and shares of common stock underlying warrants issued to us to 18 stockholders who purchased $3,000,000 of our shares of common stock. Under the terms of the Stock and Warrant Purchase Agreement under which the warrants were issued we agreed to register those shares issued under that agreement and the warrants issued to those 18 investors. Representative versions of these agreements are included as exhibits 10.1-10.4 to this Registration Statement. We are filing the registration statement of which this prospectus is a part pursuant to the provisions of the Purchase Agreement.

The table below sets forth, to our knowledge, information concerning the beneficial ownership of shares of our common stock by the Selling Stockholders as of October 1, 2021. The percentages of shares owned before and after the offering are based on 62,053,821shares of common stock outstanding, which includes the 50,053,821 shares of common stock outstanding as of October 1, 2021 and the 30,104,523 shares of common stock offered by this prospectus. The information in the table below with respect to the Selling Stockholders has been obtained from the Selling Stockholders. solely on information supplied to us by the Selling Stockholders and assumes the sale of all the shares offered hereby. Other than as described in the footnotes below, the Selling Stockholders have not, within the past three years, had any position, office or other material relationship with us or any of our predecessors or affiliates other than as a holder of our securities, or are broker-dealers or affiliates of a broker-dealer. Information concerning the Selling Stockholders may change from time to time and, if necessary and required, we will amend or supplement this prospectus accordingly.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to shares. Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares of common stock. The inclusion of any shares in this table does not constitute an admission of beneficial ownership for the person named below.

	Shares Beneficially Owned Prior to Offering						Shares to be beneficially owned after offering
Name of Selling Shareholder	Number of Shares		Percentage		Shares to be sold in this offering		Shares Remaining		Percentage
CEDE & CO-37		45,377		*		0		45,377		*
DORAIRAJ,DATO MICHA		20,000		*		0		20,000		*
LIEW,DATO MICHAEL M		59,900		*		0		59,900		*
YOKE,FAM MEI		125		*		25		100		*
SUSIE,CHAN		125		*		25		100		*
HUSIN,ABD HALIM BIN		125		*		25		100		*
MOI,PANG CHONG		125		*		25		100		*
THONG,GEA BAN		125		*		25		100		*
YOK,HIH MEW		125		*		25		100		*
WAI,LAW LI		125		*		25		100		*
CHENG,GLORIA		125		*		25		100		*
PHING,LEE		125		*		25		100		*
YEAN,LEE		125		*		25		100		*
CHENG,GLORIA-2		125		*		25		100		*

27

SIAN,TEE	125	*	25	100	*
LYLOON PARTNERS SDN.	125	*	25	100	*
CHAN,WONG	125	*	25	100	*
KHUN,YAP	125	*	25	100	*
PENG,WONG	125	*	25	100	*
JEE,LIM	125	*	25	100	*
LOI,MOK	125	*	25	100	*
YEE,ONG	125	*	25	100	*
INN,LOW	125	*	25	100	*
KENG,TAN SWEE	125	*	25	100	*
KARUPPIAH,POVANESVAR	125	*	25	100	*
SWEE,PANG PENG	125	*	25	100	*
ARUMUGAM,KARUPIAH A/	125	*	25	100	*
LOURDESAMY,JULIANA J	125	*	25	100	*
YEAN,TEOH YEW	125	*	25	100	*
MOON,WONG SIEW	125	*	25	100	*
CHOO,YEONG LAY	125	*	25	100	*
HIOH,TEE BEE	125	*	25	100	*
OTHMAN,AZUAN BIN	125	*	25	100	*
KEONG,YAM CHEE	125	*	25	100	*
YONG,ONG POOI	125	*	25	100	*
KHUN,YAP LAI	125	*	25	100	*
SUBRAMANIAM,PUSHPA M	125	*	25	100	*
SIAN,TEE ASIAN @ TEE	250	*	50	200	*
BALA,MADHU	125	*	25	100	*
NGOH,HO KHIN	125	*	25	100	*
PENG,TAN FOONG	125	*	25	100	*
TECK,BONG JOON	125	*	25	100	*
HARUN,ABDUL MALEK BI	125	*	25	100	*
MUTHUSAMY,SAROJAH A/	125	*	25	100	*
ARPUTHAM,A ANNE THER	125	*	25	100	*
SUNDRAM,VIGNISWARY A	125	*	25	100	*
SIN,TONG KIM	125	*	25	100	*
U,BRIAN YAP MING	126	*	25	101	*
LING,ADELINE SONG JU	129	*	26	103	*
CHUI,LIM BOON	130	*	26	104	*
WEN,LEONG	135	*	27	108	*
GUVINDAN,ANADAN	139	*	28	111	*
KUMARASAMY,NYANASAIG	139	*	28	111	*
CHEE,TANG	139	*	28	111	*
AHMAD,SYED	140	*	28	112	*
MOI,HEE	140	*	28	112	*
SUBRAMANIAM,UMATHEVY	140	*	28	112	*

28

AUGUSTIN,MELVIN GERA	140	*	28	112	*
SINGH,AJIT	143	*	29	114	*
KIONG,YEO	143	*	29	114	*
CHUEN,LIM	143	*	29	114	*
CHERIAN,MARINA	143	*	29	114	*
VEERAN,DASARATHA	143	*	29	114	*
HOO,TAN YOKE	143	*	29	114	*
KOK,LAU YOKE	145	*	29	116	*
NAMBIAR,SAGATHAVAN A	147	*	29	118	*
LENG,LOW GEOK	150	*	30	120	*
GIAP,KOH LIAN	150	*	30	120	*
YOONG,CHEAH LEE	150	*	30	120	*
SINGH,TARA	159	*	32	127	*
SINGH,JURJIT KAUR A/	159	*	32	127	*
SINGH,JASBINDER SING	160	*	32	128	*
KING,GAN SHER	160	*	32	128	*
CHUN,GAN MUK	160	*	32	128	*
LIN,LEE SAY	163	*	33	130	*
MOOI,LIM YUK	165	*	33	132	*
AIE,NG	167	*	33	134	*
LI,PHILIP KWAN FEI	170	*	34	136	*
LING,TAN LAY	171	*	34	137	*
CHEONG,THAM NAI	171	*	34	137	*
THONG,GEA BAN	175	*	35	140	*
NAIR,VIJAYASEKARAN A	175	*	35	140	*
KHIM,NG	192	*	38	154	*
KHIANG,PRISCILLA	200	*	40	160	*
CHUI,LIM BOON	200	*	40	160	*
HWEE,GOH OON	225	*	45	180	*
SONG,SONG MIN KHIAT	225	*	45	180	*
CHAN,WONG HANG	250	*	50	200	*
JOO,TAN CHEAH WEE	250	*	50	200	*
CHIANG,LEE CHI	250	*	50	200	*
CHING,CHIA TECK	250	*	50	200	*
FOOK,SIM KIM	250	*	50	200	*
SENG,KOK WAN SIAN @	250	*	50	200	*
CHEAH,EDWARD BIAN SI	250	*	50	200	*
FOO,CHEONG KIN	250	*	50	200	*
PENG,NG SI	250	*	50	200	*
YOKE,CHAN KWAI	250	*	50	200	*
PENG,WONG SIEW	250	*	50	200	*

29

CHUEN,YAP TECK	250	*	50	200	*
MOI,CHONG AH	250	*	50	200	*
NGEE,TAN KWONG	250	*	50	200	*
MOY,LU	250	*	50	200	*
LEI,KWAN	250	*	50	200	*
SIN,PHANG	250	*	50	200	*
RAJOO,RAVI	250	*	50	200	*
WAH,YONG	250	*	50	200	*
KEET,FOO	250	*	50	200	*
EE,TAI KIN	250	*	50	200	*
YING,KANG CHIN	250	*	50	200	*
LIN,JOSEPHINE GEH SO	250	*	50	200	*
LEN,LEE KON	250	*	50	200	*
ZAKARIA,AZMI BIN	250	*	50	200	*
LIEN,CHEONG JU	250	*	50	200	*
MOOI,CHOY YIN	250	*	50	200	*
TEH LAY HWA	250	*	50	200	*
FOONG,LAI MEI	250	*	50	200	*
YIN,WONG KUAN	250	*	50	200	*
HUI,LEONG WEN-2	250	*	50	200	*
WONG,CHOW LUEN	250	*	50	200	*
CHNG,YEE HON	250	*	50	200	*
FOH,JAMES WONG TET	250	*	50	200	*
WOOI,TAN SEOK	250	*	50	200	*
MUTHUSAMY,SAROJAH A/	250	*	50	200	*
HENG,LOH KIM	250	*	50	200	*
HUI,ONG ENG	250	*	50	200	*
HONG,ONG ENG	250	*	50	200	*
KHOE,ENG TENG	250	*	50	200	*
JING,MA	250	*	50	200	*
HUNG,LOKE YOKE	251	*	50	201	*
FOONG,YAP YOON	263	*	53	210	*
HUI,LEONG WEN	275	*	55	220	*
KEE,YAP SEW	275	*	55	220	*
SIN,PHANG LAY	275	*	55	220	*
WOH,WONG FOOK	277	*	55	222	*
YUSUF,MOHD ARIFFIN B	277	*	55	222	*
WAH,KIEW LAI	278	*	56	222	*
SINGH,JASBINDER SING	280	*	56	224	*
YUSUF,MOHAMED ZAIN B	300	*	60	240	*
FONG,LEE CHIEW	300	*	60	240	*
PENG,CHEN HENG	300	*	60	240	*
PING,NG WOON	600	*	120	480	*

30

UVAKARAM,SESUTHAS	318	*	64	254	*
JAAFAR,ZALIHA	320	*	64	256	*
WAH,KIEW LAI	323	*	65	258	*
KANDASAMY,THOLASINAT	330	*	66	264	*
MENG,LEONG KUM	375	*	75	300	*
LEN,LEE KON	375	*	75	300	*
LAJIN,INDON BINTI	375	*	75	300	*
CHRISTIAN,ROBERT	429	*	86	343	*
LI,EMILY CHOW PING	429	*	86	343	*
SINGH,TARA	447	*	89	358	*
LIN,KHOR CHOO	500	*	100	400	*
KONG,TAN SENG	500	*	100	400	*
BAKARI,SHEHU USMAN	500	*	100	400	*
EE,TAI KIN	500	*	100	400	*
THENG,CHUAH KIM	500	*	100	400	*
KRISHNAN,RAVI A/L	500	*	100	400	*
IBRAHIM,MOHD YUSOF B	500	*	100	400	*
KANDASAMY,THOLASINAT	555	*	111	444	*
RASAT,RAHMAN BINTI	556	*	111	445	*
YONG,YONG HON MENG @	559	*	112	447	*
FONG,MOH CHEONG	560	*	112	448	*
CHEAH,EDWARD	572	*	114	458	*
MUSTAPHA,NORITA BINT	572	*	114	458	*
CHONG,KOAY	574	*	115	459	*
CHOO,LEE POH	575	*	115	460	*
RASAT,RAHMAN BINTI	578	*	116	462	*
KEAN,LIM	580	*	116	464	*
JEN,YAP FOO	600	*	120	480	*
BALAN,SASHEENDRAN	638	*	128	510	*
KENG,PAK KONG	750	*	150	600	*
WEI,LIM LI	750	*	150	600	*
CHONG,KOAY TENG	750	*	150	600	*
JAAFAR,AZIZAH BINTI	750	*	150	600	*
SARDAR,SADIK	835	*	167	668	*
JAAFAR,AZIZAH	858	*	172	686	*
CHEANG,KOAY	858	*	172	686	*
NARAYANAN,SANKUNNY A	893	*	179	714	*
MENG,LEE	1,000	*	200	800	*
SUHAIMI,SHAFIQUE SHA	1,100	*	220	880	*
CHING,KUAN LOY	1,110	*	222	888	*
WAHAB,RAHIMI	1,117	*	223	894	*
ZHENG,LI	1,250	*	250	1,000	*
SENG,OEY	1,250	*	250	1,000	*

31

YNG,LIM SUAT	1,250	*	250	1,000	*
VEDRA CAPITAL LTD	1,250	*	250	1,000	*
PING,CHAI LEE	1,250	*	250	1,000	*
MAY,AUDREY CHAN CHEE	1,250	*	250	1,000	*
RAHMAN,ROSNA BINTI A	1,429	*	286	1,143	*
MOHAMED,NIK ISMAIL B	1,429	*	286	1,143	*
SINGH,RAVINDER	1,663	*	333	1,330	*
CHEONG,PAN CHOON CHE	3,177	*	635	2,542	*
SAYUTI,KHAIRUL NIZAM	5,280	*	1,056	4,224	*
DORAIRAJ,DATO MICHA	7,500	*	1,500	6,000	*
LIEW,DATO MICHAEL M	7,500	*	1,500	6,000	*
DORAIRAJ,CHRISTOPHER	7,852	*	1,570	6,282	*
YEN,GRACE HOW PEI	15,000	*	3,000	12,000	*
WEY,LIEW JER	15,000	*	3,000	12,000	*
AZHAR,MUHAMMAD ZULFA	15,000	*	3,000	12,000	*
PENG,HO HEE	15,000	*	3,000	12,000	*
PENG,FOO CHOI	15,000	*	3,000	12,000	*
HUSIN,NORAFIAN SUHAR	15,000	*	3,000	12,000	*
SENG,CHAN CHEE	15,000	*	3,000	12,000	*
KWOON,YAP PEI	15,000	*	3,000	12,000	*
LI,CHEW HUI	15,000	*	3,000	12,000	*
CHING,NG SIEW	15,000	*	3,000	12,000	*
RAHMAN,NOORHAYATI BI	15,000	*	3,000	12,000	*
ANWAR,ANDI AZRINA BI	15,000	*	3,000	12,000	*
CHIET,KELSON SIM SHE	15,000	*	3,000	12,000	*
JIE,TAY LING	15,000	*	3,000	12,000	*
IRENE,LIM	15,000	*	3,000	12,000	*
WAHAB,ATTEYA FATHANA	15,000	*	3,000	12,000	*
LASSUM,ALICE ANAK	15,000	*	3,000	12,000	*
MINDY,CHOO	15,000	*	3,000	12,000	*
(GARY),GOON HOONG KH	15,000	*	3,000	12,000	*
AZMAN,NUR IZWANA BIN	15,000	*	3,000	12,000	*
(BEN),LOK KAH YEW	15,000	*	3,000	12,000	*
WAH,FOONG YEW	15,000	*	3,000	12,000	*
JUNAIDI,NIZAM B	15,000	*	3,000	12,000	*
ALAMSHA,SIDDIQ IQBAL	15,000	*	3,000	12,000	*
ABIDIN,SYAH RIZAL BI	15,000	*	3,000	12,000	*
YEE,CHANG CHAN	15,000	*	3,000	12,000	*
ON,KAM FOOK	15,000	*	3,000	12,000	*
YANG,SIM SIH	15,000	*	3,000	12,000	*
GUAN,NG KENG	15,000	*	3,000	12,000	*
AWANG,ABU BIN	15,000	*	3,000	12,000	*
AWANG,ZAMRI A/L	15,000	*	3,000	12,000	*

32

ABU,ZOL A/L		15,000	*		3,000	12,000	*
KALUH,JEFRI ANAK		15,000	*		3,000	12,000	*
AWANG,HADI A/L		15,000	*		3,000	12,000	*
TAN,WAN BIN		15,000	*		3,000	12,000	*
Gallegos,Joe		20,000	*		4,000	16,000	*
Galgiano,Rodney		25,000	*		5,000	20,000	*
Dolkart,John		25,909	*		5,182	20,727	*
Hopkins,Tom		26,315	*		5,263	21,052	*
Meissner,Susanne		30,000	*		6,000	24,000	*
DePaoli,Marty		39,474	*		7,895	31,579	*
Solorzano,Aaron		40,000	*		8,000	32,000	*
Klotz,Steven		45,000	*		9,000	36,000	*
DORAIRAJ,DATO MICHA		52,149	*		10,430	41,719	*
Fatzer,Catherine		52,632	*		10,526	42,106	*
Velez,Art		56,316	*		11,263	45,053	*
Gunaga,Dr		110,000	*		22,000	88,000	*
Urman Family Trust	“(1)”	60,000	*		12,000	48,000	*
Mees,Huibert		60,000	*		12,000	48,000	*
Lucke,James		60,000	*		12,000	48,000	*
Rivellini,Tom		60,000	*		12,000	48,000	*
Pictures,Cosmic	“(2)”	78,948	*		15,790	63,158	*
Mikityuk,Nikita		87,500	*		17,500	70,000	*
Gorlick Family Trust	“(3)”	90,000	*		18,000	72,000	*
Porritt,Chris		90,000	*		18,000	72,000	*
Monroe,Don		105,000	*		21,000	84,000	*
DOLKART LAW PC	“(4)”	106,091	*		21,218	84,873	*
Nagi,Rowaid		107,529	*		21,506	86,023	*
Misso,Paul		131,580	*		26,316	105,264	*
Mccuen,Trent		131,580	*		26,316	105,264	*
Rio,JoseLuisPastorDel		132,270	*		26,454	105,816	*
Nowell,Tyler		132,285	*		26,457	105,828	*
Merwin,Flee		132,285	*		26,457	105,828	*
McDavidson,Andrew		232,285	*		46,457	185,828	*
PBX2 LLC	“(5)”	185,790	*		37,158	148,632	*
ALM Business Solutions	“(6)”	210,528	*		42,106	168,422	*
EROP	“(7)”	1,312,394	2.5	%	1,101,868	210,526	*
Cieslak,Chris		264,555	*		52,911	211,644	*
Borjas,Jephry		285,290	*		57,058	228,232	*
Almeda,Richard		444,540	*		88,908	355,632	*
Cancilla,Jeff		682,785	1.3	%	136,557	546,228	1.0	%
Ellis,Gordon		758,333	1.5	%	151,667	606,666	1.2	%
Caridad,Bert		763,200	1.5	%	152,640	610,560	1.2	%
Gallon,Marcus		855,875	1.6	%	171,175	684,700	1.3	%

33

Muscarelle,Matthew		1,128,900	2.2	%	225,780	903,120	1.7	%
Caramanoff,Roger		1,200,000	2.3	%	240,000	960,000	1.8	%
Eklund,Richard		2,236,380	4.3	%	447,276	1,789,104	3.4	%
Mears,Ryan		2,250,000	4.3	%	450,000	1,800,000	3.5	%
Hicks,Ted		10,130,173	19.5	%	2,026,035	8,104,138	15.6	%
Benson,Scott		10,455,460	20.1	%	2,091,092	8,364,368	16.1	%
Brett Nesland		1,200,000	2.3	%	240,000	960,000	1.8	%
Ace Agricultural	“(24)”	25,888	*		5,178	20,710	*
Once Lowly Lot LLC	“(8)”	500,000	*		100,000	400,000	*
C&S ADVISORS	“(9)”	448,944	*		448,944	0	*
Consulting,Clearview	“(10)”	750,000	1.4	%	750,000	0	*
Optimum Trading Capital LTD	“(11)”	500,000	*		500,000	0	*
Allied Pacific SPC	“(12)”	200,000	*		400,000	0	*
Broad Winds LLC	“(13)”	200,000	*		400,000	0	*
Charles Pinkham		200,000	*		400,000	0	*
Joe Dan Rogers		200,000	*		400,000	0	*
Scott Wilfong SEP IRA	“(14)”	300,000	*		600,000	0	*
Matt McGraw		200,000	*		400,000	0	*
Maenza Enterprises LLC d/b/a Trendix Enterprises LLC	“(15)”	700,000	1.3	%	1,400,000	0	*
RealTrust IRA Alternatives LLC fbo Ronald. P. Rech IRA	“(16)”	1,200,000	2.3	%	2,400,000	0	*
Scott C. Kline		400,000	*		800,000	0	*
The DelMar Consulting Group, Inc. Retirement Trust	“(17)”	400,000	*		800,000	0	*
Cory Galakatos		100,000	*		200,000	0	*
Galakatos Living Trust	“(18)”	200,000	*		400,000	0	*
Cat’s Paw Trust dtd	“(19)”	400,000	*		800,000	0	*
Brett Nesland		800,000	1.5	%	1,600,000	0	*
Dan Allen		300,000	*		600,000	0	*
George Todd		400,000	*		800,000	0	*
Merida Capital Holding LLC	“(20)”	3,800,000	7.3	%	6,800,000	400,000	*
Fourth Street Fund, LP	“(21)”	200,000	*		400,000	0	*
Honu Ventures, LLC	“(22)”	200,000	*		400,000	0	*
APEX HOLDINGS, INC	“(23)”	2,000,000	3.8	%	0	2,000,000	3.8	%

*Less than 1% of the issued and outstanding common shares.

(1)	Urman Family trust is the investor under the purchase agreement. Investment decisions are made by Jamie Urman with an address of 16255 Ventura Blvd #800, Encino CA 91436.
(2)	Cosmic Pictures is a partnership and the investor under the purchase agreement. Investment decisions are made by Erin Cellis with an address of 28 19th Ave Venice CA 90291.
(3)	Gorlick Family Trust is the investor under the purchase agreement. Investment decisions are made by Elliot Gorlick with an address of 1000 N Green Valley Pkwy, Henderson NV 89074.

34

(4)	Dolkart Law PC is the investor under the purchase agreement. Investment decisions are made by John Dolkart with an address of 100 Pine St, Suite 1250 San Francisco CA 94111.
(5)	PBX2 LLC is a limited liability corporation and the investor under the purchase agreement. Investment decisions are made by Paul Burke with an address of 281 Arches Ave. El Dorado Hills CA 95762.
(6)	ALM Business Solutions is the investor under the purchase agreement. Investment decisions are made by Brett Atkins with an address of 9343 Tech Center Dr Suite 185 Sacramento CA 95826
(7)	EROP is the investor under the purchase agreement. Investment decisions are made by Vince Sbarro with an address of 912 Holcomb Bridge Rd, Suite 101, Roswell GA 30076.
(8)	Once Lowly Lot LLC is the investor under the purchase agreement. Investment decisions are made by Jennifer Yowell with an address of 12101 N MacArthur Blvd Oklahoma City, OK 73162.
(9)	C&S Advisors is the investor under the purchase agreement. Investment decisions are made Eric Horton with an address of 1417 Lisa Way Escondido CA 92027
(10)	Clerview Consulting is the investor under the purchase agreement. Investment decisions are made by Lisa Mannion with an address of 4047 St Georges Circle, Duluth GA 30096
(11)	Optimum Trading Capital is the investor under the purchase agreement. Investment decisions are made by Bradford Brock with an address of Intershores Chambers Road Town Tortolla VG British Virgin Islands.
(12)	Allied Pacific LLC is the investor under the purchase agreement. Investment decisions are made by Patrick Towning with an address of Artemis House 67 Fort Street Grand Cayman Islands KY1-111
(13)	Broadwinds LLC is the investor under the purchase agreement. Investment decisions are made by David Wong with an address of Artemis House 678 Fort St, Grand Cayman Islands KY1-111
(14)	Scott Wilfong SEP IRA is the investor under the purchase agreement. Investment decisions are made by Scott Wilfong with an address of 200 Fortune Creek Lane Cle Elum 98922
(15)	Maenza Enterprises LLC IRA is the investor under the purchase agreement. Investment decisions are made by Joe Maenze with an address of 78 SW 7th St Suite 500, Miami FL 33130
(16)	Real Trust IRA Alternatives LLC is the investor under the purchase agreement. Investment decisions are made by Ron Rech with an address of PO Box 69, Chelan WA 98816.
(17)	The Delmar Consulting Group Inc Retirement Trust is the investor under the purchase agreement. Investment decisions are made by Bob Pragg with an address of 2455 El Amigo Rd Del Mar, CA 92014
(18)	Galakatos Living Trust is the investor under the purchase agreement. Investment decisions are made by Cory Galakatos with an address of 7640 Mills Road, Monterey CA 93940
(19)	Cat’s Paw Trust is the investor under the purchase agreement. Investment decisions are made by Mark Moskowitz with an address of 5747 E Caballo Dr Paradise Valley AZ 85253
(20)	Merida Capital Holding LLC is the investor under the purchase agreement. Investment decisions are made by Mitch Baruchowitz with an address of 641 Lexington Suite 1801 New York NY 10022
(21)	Fourth Street Fund LP is the investor under the purchase agreement. Investment decisions are made by Lisa Mannion with an address of 4047 St Georges Ct, Duluth GA 33096
(22)	Honu Ventures LLC is the investor under the purchase agreement. Investment decisions are made by Mike Takano with an address of 88 Piikoi Street #1110 Honolulu HI 96814
(23)	Apex Holdings is the investor under the purchase agreement. Investment decisions are made by Scott Benson with an address of 2620 Regatta Dr. Suite 102, Las Vegas NV 89128
(24)	ACE Agriculture LLC is the investor under the agreement to exchange debt for equity. Investment decisions are made by John Nabozny with an address of 2351 Sunset Blvd Ste 170-216 Rocklin, CA 95765.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion should be read in conjunction with the consolidated financial statements and the related notes contained elsewhere in this prospectus. In addition to historical information, the following discussion contains forward looking statements based upon current expectations that are subject to risks and uncertainties. Actual results may differ substantially from those referred to herein due to a number of factors, including, but not limited to, risks described in the section entitled “Risk Factors” and elsewhere in this prospectus.

General

Our executive offices are located at Lakeside Corporate Court, 2620 Regatta Drive, Suite 102, Las Vegas, Nevada 89128; telephone (702) 560-2430. Our corporate website address is www.acmbinc.com.

Overview

We are a California licensed manufacturer and distributor of medical cannabis products following our acquisition of Apex. We manufacture through proprietary methods to produce high quality and award-winning oils and other cannabis products for ourselves as well as on a white label basis for other retailers of legal cannabis products. We only operate in those states where cannabis is legalized and regulated under applicable state laws, and/or has been de-criminalized for medical use and/or legalized for recreational use.

Following our acquisition of Apex in December 2020, we obtained its branded cannabis oil products and vape cartridge delivery systems, including intellectual properties, research and development, web sites, packaging designs, related marketing materials and trade secrets surrounding extraction of cannabis, manufacturing vape cartridge components, filters, cannabis oil formulae and vape cartridge designs. In the first quarter of 2020, Apex introduced new proprietary oil named “Pure Spectrum Extract” using a patent pending process. In the third quarter of this year, Apex perfected a technique of extraction that reduces biomass cost by 35% for our primary product lines.

Comparison of Results of Operations for the nine months ended September 30, 2021 and 2020

The following table sets forth the summary operations for the nine months ended September 30, 2021 and 2020:

	For the Nine Months Ended
	September 30, 2021			September 30, 2020
	(reviewed)			(audited)
Revenues	$	5,284,224		$	4,418,366
Cost of Goods Sold	$	1,828,867		$	1,911,648
Operating Expenses	$	3,880,737		$	2,525,636
Other Income (Expense)	$	167,938		$	(3,131,366	)
Net Income (Loss)	$	(221,595	)	$	(3,150,284	)

We generated revenues of $5,284,224 during the nine months ended September 30, 2021, compared to the $4,418,366 during the nine months ended September 30, 2020, an increase of $865,858 or 19.60% This increase is the direct result of adding sales personnel, product quality improvements, and a more relaxed credit policy allowing 15 day terms to strategic retail locations.

Cost of goods sold decreased during the nine-month period ended September 30, 2021 by $82,781 as compared to the same period in 2020. Although net revenue increased in 2021, bulk of it pertains to the increase in toll and split processing revenue, toll processing is a service revenue and only uses minimal processing supplies. During the 9-month period ending September 30, 2021, toll processing revenue is equal to $1,249,793, while toll revenue during the same period in 2020 is equal to $366,344, a net increase of $883,449. This is consistent with the lower percentage increase in cost of goods sold as compared to the total revenue.

Operating expense was $3,880,737 during our nine months ended September 30, 2021, compared to $2,525,636 during the same period in 2020, an increase of $1,355,101. This net increase was as a result of turnover in personnel, new sales commission structure, additional logistics personnel, new banking service fees, costs to rebuild facility from robbery and new security costs that did not exist before.

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Other income as of September 30, 2021 is at $167,938, was derived from insurance payouts during the year. This is $3,299,304 higher as compared to the $3,131,366 net other expenses during the same period in 2020. The difference was due to the $3,775,541 extraordinary loss recognized as a result of the series of theft that happened in June 2020.

As a result, we incurred a net loss of $221,595 in the nine months ended September 30, 2021, compared to a net loss of $3,150,284 in the same period in 2020.

Comparison of Results of Operations for the years ended December 31, 2020 and 2019

The following table sets forth the summary income statement for the years ended December 31, 2020 and 2019:

	For the Year Ended December 31,
	2020		2019
	(audited)		(audited)
Revenues	$	4,752,454	$	5,319,158
Cost of Goods Sold	$	1,064,576	$	4,968,822
Operating Expenses	$	7,577,816	$	4,301,425
Other (Expense)	$	1,268,349	$	142,659
Net Loss	$	2,608,835	$	4,087,748

We generated revenues of $4,752,454 for the year ended 2020 compared to $5,319,158 in 2019, a decrease of 566,704. This decrease is related to the lower sales caused by a series of theft occurrences last June 1, 2020 discussed below.

Cost of goods sold for the year ended December 31, 2020 decreased by $3.9 million due to the inventory loss as a result of the aforementioned theft occurrences.

Operating expenses was $7,577,816 for the year ended 2020 compared to $4,301,425 during the same period in 2019, an increase of $3,276,391. This increase was a result of expenses rebuilding our facility attributed to the theft. It is also to be noted that of the total operating expenses, professional fees and administrative expenses amounting to $6,000 and $12,754 for 2019 and 2020, respectively.

Net other expenses for the year ended 2020 was $1,268,349 compared to $142,659 net other expenses in 2019. The reason for the increase was the insurance payouts which were not netted against the theft loss in the operating expenses and the debt forgiveness that were negotiated with the vendors of Apex Solutions.

As a result, we incurred a net loss of $2,621,589 for the year ended 2020 compared to a net loss o $4,093,748 in the same period in 2019. 

CONDENSED COMBINED FINANCIAL STATEMENTS

Comparison of Results of Operations for the years ended December 31, 2020 and 2019

The following condensed and combined financial statements with related notes are based on our and Apex Solutions historical financial statements after giving effect to the Apex Solution acquisition that occurred in January 2021, as if the acquisition had occurred as of the earliest date presented in this report.

The following condensed and combined financial statements are prepared for illustrative purposes only and are not necessarily indicative of or intended to represent the results that would have been achieved had the transaction been consummated as of the date indicated or that may be achieved in the future. The condensed combined financial statements do not reflect any operating efficiencies and associated cost savings that we may achieve with respect to the combined companies.

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The following table sets forth the summary of operations for the years ended December 31, 2020 and 2019:

	For the Year Ended December 31,
	2020		2019
	(audited)		(audited)
Revenues	$	4,752,454	$	5,319,158
Cost of Goods Sold	$	1,064,576	$	4,968,822
Operating Expenses	$	7,577,816	$	4,301,425
Other (Expense)	$	1,268,349	$	142,659
Net Loss	$	2,621,589	$	4,093,748

We generated revenues of $4,752,454 for the year ended 2020 compared to $5,319,158 in 2019, a decrease of $566,704. This decrease was related to the lower sales caused by a series of theft occurrences on June 1, 2020 discussed below.

Cost of goods sold for the year ended December 31, 2020 decreased by $3.9 million due to the inventory loss as a result of the aforementioned theft occurrences.

Operating expenses were $7,577,816 for the year ended 2020 compared to $4,301,425 during the same period in 2019, an increase of $3,276,391. This increase was a result of expenses rebuilding our facility attributed to the theft. We incurred total operating expenses, professional fees and administrative expenses amounting to $6,000 and $12,754 in 2019 and 2020, respectively.

Net other income for the year ended 2020 was $1,268,349 compared to $142,659 net other expenses in 2019. The reason for the increase is because of the insurance payouts which were not netted against the theft loss in the operating expenses and the debt forgiveness that were negotiated with the vendors of Apex Solutions.

As a result, we incurred a net loss of $2,621,589 for the year ended 2020 compared to $4,093,748 in the same period in 2019.

Series of Theft Occurrences on June 1, 2020

At approximately 1:30 a.m. on June 1,2020, a caravan of cars with approximately 75 people robbed our facility in Oakland, CA. The cars came in waves and at different times throughout the night and into the early morning. These robberies occurred simultaneously throughout Oakland and stemmed from the ongoing George Floyd protest/riots. As a result of the large number of ongoing robberies and rioting the police were unable to respond. We were aware of the robbery when it occurred through our off-site camera monitoring service which notified our staff as the burglar alarm sounded. We were unable to obtain assistance from the police who were overwhelmed.

Prior to the theft, we had several controls in place to prevent or detect theft, including an off-site 24-hour camera monitoring and a commercial burglar alarm/monitoring surrounding the facility. However, as a result of the simultaneous mass looting, riots and protests that were ongoing on June 1, 2021, the police did not respond to our calls.

To prevent such from happening again, we have made revisions to our existing controls which includes significant upgrading of the overall building structure with stronger doors, bigger safes and a faster moving gate to make unauthorized entry more difficult. We also added armed private security guards to augment our the offsite monitoring and alarm system.

● The following is a description of what was stolen, and its value;

Cash on Hand as of Date of Loss
Cash in Large Safe	Schedule 2	$	131,846
Cash in Small Safe (Note 3)			40,766
Total Cash on Hand as of Date of Loss		$	172,612
Cannabis Inventory Valued at Standard Cost
Manufacturing License Inventory (Note 4)	Schedule 3	$	1,768,112
Distribution License Inventory - Distro Vault (Note 4 & 5)	Schedule 3		147,060
Distribution License Inventory - NOT in Distro Vault (Note 4 & 5)	Schedule 3		633,231
Recovered Inventory	Schedule 3		(13,125	)
Total Cannabis Inventory Value as of Date of Loss		$	2,535,278
Non-Cannabis Inventory	Schedule 9		108,226
Non-Cannabis Inventory Owned by Others	Schedule 9	$	24,658
Total Cash and Inventory Theft Value		$	2,840,774

Comparison of Results of Operations for the nine months ended September 30, 2021 and 2020

The following table sets forth the summary operations for the nine months ended September 30, 2021 and 2020:

	For the Nine Months Ended
	September 30, 2021			September 30, 2020
	(reviewed)			(audited)
Revenues	$	5,284,224		$	4,418,366
Cost of Goods Sold	$	1,828,867		$	1,911,648
Operating Expenses	$	3,880,737		$	2,525,636
Other Income (Expense)	$	167,938		$	(3,131,366	)
Net Income (Loss)	$	(221,595	)	$	(3,150,284	)

We generated revenues of $5,284,224 during the nine months ended September 30, 2021, compared to the $4,418,366 during the nine months ended September 30, 2020, an increase of $865,858 or 19.60% This increase was the direct result of adding sales personnel, product quality improvements, and a more relaxed credit policy allowing 15 day terms to strategic retail locations.

Cost of goods sold decreased during the nine-month period ended September 30, 2021 by $82,781 as compared to the same period in 2020. Although net revenue increased in 2021, most of it was attributable to the increase in toll and split processing revenue. Toll processing is a service revenue and uses minimal processing supplies. During the nine-month period ending September 30, 2021, toll processing revenue was $1,249,793, while toll revenue during the same period in 2020 was $366,344, a net increase of $883,449. This is consistent with the lower percentage increase in cost of goods sold as compared to the total revenue.

Operating expense was $3,880,737 during the nine months ended September 30, 2021, compared to $2,525,636 during the same period in 2020, an increase of $1,355,101. This net increase was as a result of turnover in personnel, new sales commission structure, additional logistics personnel, new banking service fees, costs to rebuild our facility after the robbery and new security costs.

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Other income as of September 30, 2021 is at $167,938, was derived from insurance payouts during the year. This is $3,299,304 higher as compared to the $3,131,366 net other expenses during the same period in 2020. The difference was due to the $3,775,541 extraordinary loss recognized as a result of the series of theft that happened in June 2020.

As a result, we incurred a net loss of $221,595 in the nine months ended September 30, 2021, compared to a net loss of $3,150,284 in the same period in 2020.

Liquidity and Capital Resources

As of September 30, 2021, we had $1,564,203 in cash. Net cash used in operating activities was $1,027,719 and $62,032 for the nine months ended September 30, 2021, and 2020, respectively. The $965,687 increase in net cash used in operating activities was primarily due to the structured payments of liabilities sustained by Apex because of the theft that occurred on June 1, 2020.

Cash under financing activity amounting to $122,093, net of processing costs and payments, was obtained through a purchase and sale of future receivables agreement with PIRS Capital on May 28, 2021. In addition, during the quarter ended September 30, 2021, the Company issued 10,000,000 shares of common stock, for a total consideration of $3,000,000.

Our financial statements included in this report have been prepared assuming that we will continue as a going concern, and which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in our financial statements, we incurred a net loss of $221,595 and utilized net cash of $1,027,719 in operating activities for the nine months ended September 30, 2021. The Company’s ability to continue as a going concern is dependent on obtaining adequate capital until it is profitable and there is no assurance that it can raise the funding when needed to remain in business.

Apex Acquisition

On December 29, 2020 we entered into a Plan of Merger and Share Exchange (the “Merger Agreement”), with Apex Holdings, Inc. (“Apex”) under which the shareholders of Apex Solutions received 2.5 shares of our common stock for each share of Apex common stock that they owned for a total of 36,981,146 shares of common stock representing 97.9% of the total issued and outstanding shares of our common stock. The merger was effective February 24, 2021 upon the filing acknowledgement from the Nevada Secretary of State of the Articles of Merger.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, result of operations, liquidity or capital expenditures.

BUSINESS

Overview

We were incorporated on November 12, 2013 in the State of Nevada. We have undergone several name changes and changes of control since our incorporation. On April 7, 2020, the District Court of Clark County, Nevada issued an Order Granting Application for the Appointment of Barbara Bauman as Custodian of the Company. Barbara Bauman on October 12, 2020 submitted to the District Court of Clark County a motion to terminate custodianship on the basis of having completed the requested actions of the District Court on behalf of the Company and effected a change of control on October 30, 2020 by selling to Apex 50,000,000 shares of common stock and 2,0000 shares of Series A preferred stock that she owned. Ms. Bauman appointed current management which is the same management of Apex.

We are a licensed Type 7 manufacturer and distributor servicing all of California, which is the largest cannabis market in the United States in terms of cannabis production and retail sales. Our goal for the next 12 months is to capitalize on our equipment and trained staff to increase our current $5-6 million annual revenues.

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Through Apex Solutions the Agro Capital team has worked to continuously improve the proprietary process and SOP’s for the creation of what we believe is the finest full spectrum oils in the market. The process begins with our connection to the cultivators that provide the input material for our operations. We work on a nonexclusive basis with many cultivators throughout our licensed territory. Our buyers provide input and direction regarding the strains and profiles in most demand by our clients. Our team of buyers has experience as growers and manufacturers that is shared with our cultivation partners so they can process, cure, and store biomass in a way that maximizes flavor profiles and yields. This process ensures that they capture the best pricing for their products and we believe that we secure the best input material for our manufacturing operations. As product enters the facility it is put through multiple measurements and tests to ensure it complies with the state laws that require that it be free of dangerous chemical levels and that ensure that it is pure and properly stored to provide optimal processing results. Biomass is then put into our multistep process to pull the full cannabinoid and terpene profile from the plant to provide what we believe is the best possible end product. The process flow has been designed by our internal team of chemical and mechanical engineers. The end result is a product that consistently provides the results our wholesale and retail clients prefer. Our product is sold through the Apex brand name directly to retailers and as white label products for a variety of brands. All process flows have been extensively documented for replication in other markets we have targeted for expansion. Our target is to provide the highest level quality of product for a mid-tier price point by leveraging our experience in maximizing yield, flavor and color profiles of the end product.

The California market requires that all products sold by licensees meet minimum testing and labeling requirements defined by state regulators. All Apex products meet or exceed these standards and are typically tested three times over the course of the production process. This ensures our product meets state safety requirements and minimizes the liability created with faulty biomass. Our licensing is renewed annually each Spring.

Our banking is provided by a state chartered bank in California that offers specialty banking services for cannabis products. We will follow this same plan in other states that we expand to. ACMB does not directly touch the cannabis product but does hold fully owned subsidiaries that are licensed and touch the product directly.

In December 2021 we began operating in Oklahoma with a transport and processing license that we obtained through the purchase on November __, 2021 of all assets of Primo Laboratories LLC, located in Oklahoma City, Oklahoma, that is licensed by the Oklahoma Medical Marijuana Authority to manufacture and distribute a variety of cannabis products. The cannabis laws in Oklahoma and configuration of the business are very similar to that of California. With the transport license product can be transported from the grower to our facility for processing. The existing processing license is for non-volatile manufacturing so instead of the butane-based extraction used in our Oakland facility we are using ice-based extraction to produce hash concentrates. Concentrates are being sold under the Apex brand name using the same color coding (ivory, emerald and black) as used in California. The facility can generate approximately 8,000 grams of product/month as configured. The Oklahoma facility will also support flower packaging in 1 pound units for bulk retail sales, 3.5 gram packaged flower and pre-rolls.

Proprietary Manufacturing Process

We believe that our proprietary manufacturing processes have earned us a defensible market position, a reputation for high-quality and award-winning oils, and a growing sales pipeline. Our manufacturing process flow is modeled after the Deming Manufacturing Method for continuous improvement and through this proprietary production process we have been able to achieve higher and better quality yields from cannabis reducing biomass expense. Our manufacturing process is based on compliant, established procedures to ensure full regulatory compliance and 24/365 uptime and is supported by established and transparent banking relationships.

Diversified and Award Winning Product Base

We believe that we are one of “California’s most highly-awarded” brands within our targeted product categories. Our products are sold in licensed cannabis outlets throughout California. In Q1 2020, we introduced new proprietary oils new proprietary oil named “Pure Spectrum Extract” using a patent pending process and sold as “Pure Spectrum Oil” that have repeatedly sold out. We believe that our proven methods of compliance, standard operating procedures and a strong management team have enabled us to overcome the industry-wide challenges that include shifting regulatory environment, black market competition, banking limitations and social unrest that caused a production facility in Oakland to be closed temporarily for repairs after being damaged by protesters addressing racial concerns.

Major Theft on June 1, 2020T

The theft occurred at approximately 1:30 a.m. on June 1, 2020. A group of cars with approximately 75 people forcibly entered and robbed our facility in Oakland, California. The cars came in waves of separate robberies and at different times all night until early morning. The theft was discovered and reported as soon as it occurred. Our off-site camera monitoring service notified our staff simultaneously with the alarm sounding. Our attempts to call the police for help were unsuccessful since robberies were occurring throughout the city of San Francisco prompted by the ongoing George Floyd protest/riots that exceeded the ability of the police to respond.

We lost cash of $172,612, cannabis inventory valued at standard cost equal to $2,535,278 and non-cannabis inventory valued at $2,840,774. We had off-site 24 hour camera monitoring and commercial burglar alarm/monitoring. We have upgraded our building infrastructure with stronger doors, larger safes and a faster moving security gate to make entry more difficult and also have added armed private security guards to augment our offsite monitoring and alarm system.  

Our current revenue run rate is $6 million annually which we expect to increase over time. Our manufacturing capacity is $5--6 thousand per month in our Oakland facility.

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12 Month Goals

Our goals for the next 12 months is to increase annual run rate revenue in California through a combination of (i) an expansion of our California operations through this offering to purchase biomass, leverage our brand name and low cost manufacturing to drive increased revenues, expand our white label manufacturing, partnering with new delivery platforms such as AirGraph combined with a large marketing campaign, partner with brand cultivators and the introduction of a subscription model; (ii) expansion of our multi - state brand targeting the states of Oklahoma, Michigan, Illinois, and New Jersey (iii) leveraging our operational expertise to acquire under- performing or poorly capitalized cannabis companies using our publicly traded shares for some or all of the purchase price that will serve the twin goals of offering a form of liquidity to the owners as well as conserving our cash for other growth purposes, focusing on strategic alignment, cost reduction for our core business, distribution expansion, supply chain integration and unique intellectual property.

Our expansion to Oklahoma is underway with distribution and manufacturing expected to be operational by Q1 of 2022. Distribution and manufacturing preparations began in Q3 of 2021. Peak Distribution was established as one of our subsidiaries on July 21, 2021 in Oklahoma. Peak Distribution will serve as the entity conducting business to support cannabis operations in Oklahoma.]

Market Growth

Legal cannabis sales in the United States have grown substantially in recent years. This growth trend is expected to continue as more states legalize medical and recreational cannabis and as more consumers choose to make legal cannabis purchases instead of buying through traditional sources. Consumers who are learning about new research supporting the health and the perceived medical benefits of cannabis will be a secondary source of strong growth in the market for the next several years.

Cannabis sales in California have grown steadily since the recreational market opened in 2018. Management believes that the California market will continue to grow at double digit rates for the next few years. This expectation is supported by sales trends in other legal markets such as Nevada, Colorado and Washington. California also continues to have a robust black market that we believe will move to the legal market over time. Some estimates state that the black market is 5 times the size of the legal market leaving significant opportunity for growth in the state.

Marketing and Growth Strategy

Our marketing and growth strategy is aligned with our overall business goals to drive revenue and margin growth by:

● Securing capital for the construction of processing centers.

● Obtaining the necessary state and local licensure for each proposed facility.

● Securing initial licensing, processing or sales arrangements, as applicable, with growers and dispensaries.

● Constructing processing facilities.

● Expanding per-facility capacity and increasing revenues.

● Developing a national brand of cannabis concentrates, which will be sold wholesale to dispensaries.

We also intend to grow through select acquisitions in secondary and tertiary markets, targeting newly regulated states that we believe offer a competitive advantage. Our goal at this time is to become a successful regional cannabis company.

● Increase the variety of our products. We plan to expand into edibles with full spectrum products that consumers seek as they become more comfortable with cannabis products.

● Enter into more strategic partnerships with growers, retailers, and brands both within and outside of the cannabis space.

● Continue our focus on our manufacturing technology to maximize yield while maintaining or improving upon our product quality.

● Strengthen our market presence by partnering with other known entities in the space.

● Expansion into edible lines

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Compliance with Applicable State Laws

We are in compliance with applicable licensing requirements and the regulatory framework enacted by the state of California. We are subject to any citations or notices of violation with applicable licensing requirements and the regulatory framework enacted by each applicable state which may have an impact on our licenses, business activities or operations.

We have in place a detailed compliance program overseen and maintained by external state and local regulatory/compliance counsel. Our internal compliance team (consisting of managers for each respective business unit) implements the compliance program.

Our internal compliance team oversees training for all employees, including on the following topics:

● compliance with state and local laws

● safe cannabis use

● dispensing procedures

● security and safety policies and procedures

● inventory control

● quality control

● transportation procedures

Our compliance program emphasizes security and inventory control to ensure strict monitoring of cannabis and inventory from delivery by a licensed distributor to sale or disposal. Only authorized, properly trained employees are allowed to access the Company’s computerized seed-to-sale system.

Our internal compliance team, together with external state and local regulatory/compliance counsel, monitors all compliance notifications from the regulators and inspectors in each market, timely resolving any issues identified. We keep records of all compliance notifications received from the state regulators or inspectors and how and when the issue was resolved.

Further, we have created comprehensive standard operating procedures that include detailed descriptions and instructions for receiving shipments of inventory, inventory tracking, recordkeeping and record retention practices related to inventory, as well as procedures for performing inventory reconciliation and ensuring the accuracy of inventory tracking and recordkeeping. We maintain accurate records of our inventory at all licensed facilities. Adherence to our standard operating procedures is mandatory and ensures that our operations are compliant with the rules set forth by the applicable state and local laws, regulations, ordinances, licenses and other requirements. We ensure adherence to standard operating procedures by regularly conducting internal inspections and ensure that any issues identified are resolved quickly and thoroughly.

In January 2018, former United States Attorney General, Jeff Sessions rescinded the Cole Memorandum and thereby created a vacuum of guidance for enforcement agencies and the Department of Justice. (See U.S. Dept. of Justice. (2013). Memorandum for all United States Attorneys re: Guidance Regarding Marijuana Enforcement. Washington, DC: US Government Printing Office. Retrieved from https://www.justice.gov/iso/opa/resources/3052013829132756857467.pdf.). As an industry best practice, despite the recent rescission of the Cole Memorandum, the Company continues to do the following to ensure compliance with the guidance provided by the Cole Memorandum:

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	●	Ensure the operations of its subsidiaries are compliant with all licensing requirements that are set forth with regards to cannabis operation by the applicable state, county, municipality, town, township, borough, and other political/administrative divisions. To this end, the Company retains appropriately experienced legal counsel to conduct the necessary due diligence to ensure compliance of such operations with all applicable regulations;
	●	the Company only works through licensed operators, which must pass a range of requirements, adhere to strict business practice standards and be subjected to strict regulatory oversight whereby sufficient checks and balances ensure that no revenue is distributed to criminal enterprises, gangs and cartels; and
1	●	we conduct reviews of products and product packaging to ensure that the products comply with applicable regulations and contain necessary disclaimers about the contents of the products to prevent adverse public health consequences from cannabis use and prevent impaired driving.

We, together with external state and local regulatory/compliance counsel, will continue to monitor compliance on an ongoing basis in accordance with our compliance program and standard operating procedures. While our operations are in full compliance with all applicable state laws, regulations and licensing requirements, such activities remain illegal under United States federal law. For the reasons described above and the risks further described in the “Risk Factors” section above, there are significant risks associated with the business of the Company. Readers are strongly encouraged to carefully read all of the risk factors contained in the “Risk Factors” section above.

Although state-licensed businesses engaged in such activities are currently proceeding largely free from federal prosecution and recently-enacted federal spending legislation prohibits the Department of Justice from using federal funds to prevent states from implementing their own marijuana laws, changes in congress or in the executive administration, including presidential elections, could result in changes to current federal enforcement policies regarding cannabis-related activities which are legal under certain state laws. Therefore, by operating the business, we will face the possibility of civil and criminal sanctions.

Additionally, certain states in which we seek to operate may prohibit non-resident companies from conducting business directly in the state. In such states, we will seek to enter into a collaborative arrangement with a local entity holding the necessary licensure, whereby we will agree to lease our facilities, equipment and employees to the licensed entity in exchange for a fee. Such an arrangement may be difficult to secure and/or expensive to maintain, as we will be reliant on the licensee to maintain its license in order to continue operations. Further, various state and local licensure application and approval processes may require significant time and expense, and, upon becoming authorized to do business in a state, it may be difficult or expensive for us to comply with the oft-changing laws, regulations and licensure requirements of each state and municipality where we are doing business.

We will need to obtain applicable state licenses in each state in which we will operate processing facilities. License requirements and procedures vary from state to state. The initial state in which we operate is California.

Production and Wholesale Sales Operations

Through our wholesale laboratory operations in Oakland, California, all oil being manufactured in-house and formulated into a variety of finished products for sale and distribution to retail cannabis stores and medical dispensaries throughout California. We employ a proprietary process to produce high quality and award-winning oils and other cannabis products for ourselves as well as on a white label basis for other retailers of legal cannabis products.

In Oklahoma City, Oklahoma, we have a leased facility with a non-hazardous processing license. Production is being done using an ice water based extraction method. The resulting concentrates are being sold under the Apex brand name using the same color coding (ivory, emerald and black) as used in California. The facility can generate approximately 8,000 grams of product/month as configured. The Oklahoma facility will also support flower packaged flower, packaged infused flower, and infused pre-rolls. The Oklahoma product produced will be sold by our internal team to support distribution to the entire state.

Single Stream Inventory

In California, as long as a wholesale facility holds both a medical and a recreational license, it may sell products to dispensaries that may be sold to both recreational and medical customers. As long as the dispensary also holds both licenses, the inventory may be sold to either type of customer as long as it came from a wholesale company with both license types. This reduces logistical challenges that would otherwise arise from having two separate streams of inventory to service the medical and adult-use segments.

In Oklahoma, current laws are written for the medical market only. All references to work done in the state of Oklahoma are specific to the medical market.

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Competition

We currently operate in the California cannabis market, which has limited licensing opportunities for retail locations in accordance with state regulations. These conditions create significant barriers to entry for new competition.

There is currently no legal limitation on the number of cultivation and product manufacturing licenses that may be issued and there is no limitation on how much can be grown or produced with those licenses. However, the Bureau of Cannabis Control is tasked with determining what it believes is an adequate supply of cultivation and production licenses and at present there is no open application period.

In California, the state had three cannabis licensing authorities that currently have no plans to limit the number of commercial cannabis licenses they will issue. These licensing authorities have been recently merged into one licensing authority as described in this link (https://cannabis.ca.gov/). However, local cities and counties may limit the number of businesses they permit to operate within their jurisdiction. In addition, when deciding whether to issue or deny a retail or microbusiness license, the Bureau of Cannabis Control is required to consider whether the issuance of the license would result in “excessive concentration” pursuant to Business and Professions Code section 26051(c). We believe that these conditions will facilitate an increase in demand for our cannabis products.

The wholesale market, however, is more fluid. At present, both supply and demand for raw cannabis are increasing, but the increase in supply precipitated by recreational sales is outpacing the increase in demand. As a result, California wholesale prices have decreased over the last year. We have undertaken and, in some cases, completed various expansion projects to meet the additional demand but we are carefully watching changes in the supply market. Most of the additional supply has been provided by existing participants within the market as very few new cultivation licenses have been issued since 2018. The ability to expand facilities without limitation will allow the market to reach an equilibrium wholesale price point without the need to license additional operators.

Regardless of whether supply remains high, we believe we can benefit from market conditions. A low cost for raw cannabis will likely benefit our production operation, which is expected to ramp up now that our new facility expansion. We have in our Oakland, California facility a complete, state-of-the-art processing facility that can produce more quality product with less raw cannabis, thus partially offsetting the impact of lower wholesale prices. The new facility has an additional butane based processing system capable of extracting oil from 300 pounds of material per day. The equipment cost consisted of a C1D1 lab for $25,000, a processing system of $340,000, freezers costing $30,000 and facility upgrades totaling $150,000.

Intellectual Property and Other Proprietary Rights

We regard our domain names and similar intellectual property as critical to our success. We rely on a combination of laws and contractual restrictions with our employees, customers, suppliers, affiliates and others to establish and protect our proprietary rights. Despite these precautions, it may be possible for a third party to copy or otherwise obtain and use our intellectual property without authorization. We cannot assure you that others will not independently develop similar intellectual property. In addition, effective trademark protection may not be available or may not be sought by us in every country in which our products and services are made available online, including the United States.

We filed on September 1, 2021 with the USPTO a provisional utility patent application entitled Closed-Loop Filtration - Color Remediation Column Apparatus Devices and Method, Application Number 63239475.

From time to time, we may be subject to legal proceedings and claims in the ordinary course of our business, including claims of alleged infringement of the trademarks and other intellectual property rights of third parties by us.

Third parties may, in the future, recruit our employees who have had access to our proprietary technologies, processes and operations. These recruiting efforts expose us to the risk that such employees will misappropriate our intellectual property.

Litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. Any litigation, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could materially harm our business.

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Government Regulation

Despite 37 states, the District of Columbia, and four U.S. territories that have legalized or decriminalized cannabis use for recreational or medical purposes, the prescription, use and possession of marijuana remains illegal under federal law. As such, although we will only operate processing facilities in states that permit the possession, sale and use of cannabis, certain activities of our business, including the possession of cannabis for processing and the sale of cannabis concentrates, will be in violation of federal law.

Enforcement of United States Federal Laws

In the United States, cannabis is highly regulated at the state level. To our knowledge, over half of the United States of America, plus the District of Columbia, and four territories have legalized cannabis in some form, including recreational use of cannabis in many states. Additional states have legalized CBD, low Tetrahydrocannabinol (THC) oils for a limited class of patients. Notwithstanding the permissive regulatory environment of cannabis at the state level, cannabis continues to be categorized as a Schedule I controlled substance under the Controlled Substances Act (codified in 21 U.S.C.A. Section 812). Under United States federal law, a Schedule I drug is considered to have a high potential for abuse, no accepted medical use in the United States, and a lack of accepted safety for the use of the substance under medical supervision. Federal law prohibits commercial production and sale of all Schedule I controlled substances, and as such, cannabis-related activities, including without limitation, the importation, cultivation, manufacture, distribution, sale and possession of cannabis that remain illegal under U.S. federal law. It is also illegal to aid or abet such activities or to conspire or attempt to engage in such activities. Strict compliance with state and local laws with respect to cannabis may neither absolve the Company of liability under U.S. federal law, nor provide a defense to any federal proceeding brought against the Company. An investor’s contribution to and involvement in such activities may result in federal civil and/or criminal prosecution, including, but not limited to, forfeiture of his, her or its entire investment, fines and/or imprisonments.

As a result of the conflicting views between states and the federal government regarding cannabis, investments in, and the operations of, cannabis businesses in the U.S. are subject to inconsistent laws and regulations. The so-called “Cole Memorandum” or “Cole Memo” issued by former Deputy Attorney General James Cole on August 29, 2013 and other Obama-era cannabis policy guidance, discussed below, provided the framework for managing the tension between federal and state cannabis laws. Subsequently, as discussed below, Attorney General Jeff Sessions rescinded the Cole Memo and related policy guidance. Although no longer in effect, these policies, and the enforcement priorities established within, appear to continue to be followed during the Trump administration and remain critical factors that inform the past and future trend of state-based legalization.

On January 4, 2018, former Attorney General Jeff Sessions rescinded the Cole Memo, the Cole Banking Memorandum, and all other related Obama-era DOJ cannabis enforcement guidance. While the rescission did not change federal law, as the Cole Memo and other DOJ guidance documents were not themselves laws, the rescission removed the DOJ’s formal policy that state-regulated cannabis businesses in compliance with the Cole Memo guidelines should not be a prosecutorial priority. Notably, Attorney General Sessions’ rescission of the Cole Memo has not affected the status of the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) memorandum issued by the Department of Treasury, which remains in effect. This memorandum outlines Bank Secrecy Act-compliant pathways for financial institutions to service state-sanctioned cannabis businesses, which echoed the enforcement priorities outlined in the Cole Memo. In addition to his rescission of the Cole Memo, Attorney General Sessions issued a one-page memorandum known as the “Sessions Memorandum”. The Sessions Memorandum explains the DOJ’s rationale for rescinding all past DOJ cannabis enforcement guidance, claiming that Obama-era enforcement policies are “unnecessary” due to existing general enforcement guidance adopted in the 1980s, in chapter 9.27.230 of the USAM. The USAM enforcement priorities, like those of the Cole Memo, are based on the use of the federal government’s limited resources and include “law enforcement priorities set by the Attorney General,” the “seriousness” of the alleged crimes, the “deterrent effect of criminal prosecution,” and “the cumulative impact of particular crimes on the community.” Although the Sessions Memorandum emphasizes that cannabis is a federally illegal Schedule I controlled substance, it does not otherwise instruct U.S. Attorneys to consider the prosecution of cannabis-related offenses a DOJ priority, and in practice, most U.S. Attorneys have not changed their prosecutorial approach to date. However, due to the lack of specific direction in the Sessions Memorandum as to the priority federal prosecutors should ascribe to such cannabis activities, there can be no assurance that the federal government will not seek to prosecute cases involving cannabis businesses that are otherwise compliant with state law.

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William Barr served as United States Attorney General from February 14, 2019 to December 23, 2020. The DOJ under Mr. Barr did not take a formal position on federal enforcement of laws relating to cannabis. United States President Biden appointed Merrick Garland to succeed Mr. Barr as the U.S. Attorney General. It is unclear what impact, if any, the new administration will have on U.S. federal government enforcement policy on cannabis.

Such potential proceedings could involve significant restrictions being imposed upon the Company or third parties, and also divert the attention of key executives. Such proceedings could have a material adverse effect on our business, revenues, operating results and financial condition as well as our reputation, even if such proceedings were concluded successfully in favor of the Company. See “Risk Factors”.

For the reasons set forth above, our existing operations in the United States, and any future operations or investments the Company may engage in, may become the subject of heightened scrutiny by regulators, stock exchanges and other authorities in Canada. As a result, the Company may be subject to significant direct and indirect interaction with public officials. There can be no assurance that this heightened scrutiny will not in turn lead to the imposition of certain restrictions on our ability to operate in the United States or any other jurisdiction. See “Risk Factors”.

Government policy changes or public opinion may also result in a significant influence over the regulation of the cannabis industry in the United States or elsewhere. A negative shift in the public’s perception of medical cannabis in the United States or any other applicable jurisdiction could affect future legislation or regulation. Among other things, such a shift could cause state jurisdictions to abandon initiatives or proposals to legalize medical cannabis, thereby limiting the number of new state jurisdictions into which the Company could expand. Any inability to fully implement our expansion strategy may have a material adverse effect on our business, financial condition and results of operations. See “Risk Factors”.

Further, violations of any federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlements arising from civil proceedings conducted by either the federal government or private citizens, or criminal charges, including, but not limited to, disgorgement of profits, cessation of business activities or divestiture. This could have a material adverse effect on the Company, including its reputation and ability to conduct business, its holding (directly or indirectly) of medical cannabis licenses in the United States, the listing of its securities on various stock exchanges, its financial position, operating results, profitability or liquidity or the market price of its publicly traded shares. In addition, it is difficult for the Company to estimate the time or resources that would be needed for the investigation of any such matters or its final resolution because, in part, the time and resources that may be needed are dependent on the nature and extent of any information requested by the applicable authorities involved, and such time or resources could be substantial. See “Risk Factors”.

United States Enforcement Proceedings

An appropriations rider contained in the fiscal year 2015, 2016, 2017, 2018, 2019, 2020 and 2021 Consolidated Appropriations Acts (formerly known as the “Rohrabacher-Farr Amendment” and currently proposed for the next appropriations rider as the “Joyce Amendment”, referred to herein as the “Amendment”) provides budgetary constraints on the federal government’s ability to interfere with the implementation of state-based medical cannabis laws. The Ninth Circuit Court of Appeals and other courts have interpreted the language to mean that the DOJ cannot expend funds to prosecute state-law-abiding medical cannabis operators complying strictly with state medical cannabis laws. The Amendment prohibits the federal government from using congressionally appropriated funds to prevent states from implementing their own medical cannabis laws. Previously the Amendment was extended until December 8, 2018, as part of the passage of an emergency aid package. The Amendment has been renewed and is now effective under a continuing resolution of Congress through March 11, 2022. Through his signing statement, President Trump reiterates that the Department of Justice may not use any funds to prevent implementation of medical marijuana laws by various States and territories, and “I will treat this provision consistent with the President’s constitutional responsibility to faithfully execute the laws of the United States.” Continued reauthorization of the Amendment is predicated on future political developments and cannot be guaranteed. If the Amendment expires, federal prosecutors could prosecute even state-compliant medical cannabis operators for conduct within the five-year statute of limitations. The Amendment does not protect state legal adult-use cannabis businesses and the DOJ may spend funds to prosecute persons that are operating in accordance with state adult use cannabis laws. However, the United States Congress recently passed the Blumenauer-McClintock-Norton Amendment which would provide legal protection for all state legal cannabis activities. It is unclear whether the amendment language will be included in the Senate appropriations language. In addition to the amendment, three separate proposed pieces of legislation have been introduced by members of Congress that would legalize marijuana at a federal level, although it is uncertain if any of the proposed bills will gain any traction.

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Ability to Access Public and Private Capital

We have historically, and continue to have, access to equity and debt financing from the public and prospectus exempt (private placement) markets in Canada and, to a lesser extent, in the United States. Our executive team and board of directors also have extensive relationships with sources of private capital (such as funds and high net worth individuals), that could be investigated at a higher cost of capital. If such equity and/or debt financing was no longer available in the public markets due to changes in applicable law, then the Company expects that it would have access to raise equity and/or debt financing privately.

Although we are not able to obtain bank financing in the U.S. or financing from other U.S. federally regulated entities, we currently have access to equity financing through the private markets in Canada and in the United States. Since the use of marijuana is illegal under U.S. federal law, and in light of concerns in the banking industry regarding money laundering and other federal financial crime related to marijuana, U.S. banks have been reluctant to accept deposit funds from businesses involved with the marijuana industry. Consequently, businesses involved in the marijuana industry often have difficulty finding a bank willing to accept their business. Likewise, marijuana businesses have limited, if any, access to credit card processing services. As a result, marijuana businesses in the U.S. are largely cash-based. This complicates the implementation of financial controls and increases security issues.

Commercial banks, private equity firms and venture capital firms have approached the cannabis industry cautiously to date. However, there are increasing numbers of high net worth individuals and family offices that have made meaningful investments in companies and projects similar to our projects. Although there has been an increase in the amount of private financing available over the last several years, there is neither a broad nor deep pool of institutional capital that is available to cannabis license holders and license applicants. There can be no assurance that additional financing, if raised privately, will be available to us when needed or on terms which are acceptable. Our inability to raise financing to fund capital expenditures or acquisitions could limit our growth and may have a material adverse effect upon future profitability. See “Risk Factors”.

State-Level Overview

The following sections present an overview of market and regulatory conditions for the marijuana industry in the State of California, in which we have an operating presence in, and is presented as of July 2020, unless otherwise indicated. Although our activities are compliant with applicable United States state and local law, strict compliance with state and local laws with respect to cannabis may neither absolve the Company of liability under United States federal law, nor may it provide a defense to any federal proceeding which may be brought against the Company.

California Cannabis Licenses and the COVID-19 Pandemic

Permitted products sold:

● in California, are subject to a 15% cannabis excise tax, a local cannabis excise tax which varies by city and/or county, and state sales tax of 7.25% with an additional local sales tax of up to 3%.

In 1996, California was the first state to legalize medical marijuana through Proposition 215, the Compassionate Use Act of 1996 (“CUA”). This legalized the use, possession and cultivation of medical marijuana by patients with a physician recommendation for treatment of cancer, anorexia, AIDS, chronic pain, spasticity, glaucoma, arthritis, migraine, or any other illness for which marijuana provides relief.

In 2003, Senate Bill 420 was signed into law establishing an optional identification card system for medical marijuana patients.

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In September 2015, the California legislature passed three bills collectively known as the “Medical Cannabis Regulation and Safety Act” (“MCRSA”). The MCRSA established a licensing and regulatory framework for medical marijuana businesses in California. The system created multiple license types for dispensaries, infused products manufacturers, cultivation facilities, testing laboratories, transportation companies and distributors. Edible infused product manufacturers would require either volatile solvent or non-volatile solvent manufacturing licenses depending on their specific extraction methodology. Multiple agencies would oversee different aspects of the program and businesses would require a state license and local approval to operate. However, in November 2016, voters in California overwhelmingly passed Proposition 64, the “Adult Use of Marijuana Act”(“AUMA”) creating an adult-use marijuana program for adult-use 21 years of age or older. AUMA had some conflicting provisions with MCRSA, so in June 2017, the California State Legislature passed Senate Bill No. 94, known as Medicinal and Adult-Use Cannabis Regulation and Safety Act (“MAUCRSA”), which amalgamates MCRSA and AUMA to provide a set of regulations to govern medical and adult-use licensing regime for cannabis businesses in the state of California. MAUCRSA went into effect on January 1, 2018. The three agencies that regulate marijuana at the state level are the California Department of Consumer Affairs’ Bureau of Cannabis Control (“BCC”), California Department of Food and Agriculture(“CDFA”), California Department of Public Health(“CDPH”). The California Department of Tax and Fee Administration(“CDTFA”) oversees.

To legally operate a medical or adult-use cannabis business in California, the operator must have both a local and state license. This requires license holders to operate in cities with marijuana licensing programs. Therefore, cities in California are allowed to determine the number of licenses they will issue to marijuana operators or can choose to outright ban marijuana.

Licenses

We are licensed to operate as a Medical and Adult-Use Retailer, Cultivator, Manufacturer and Distributor under applicable California and local jurisdictional law. Our licenses permit us to possess, manufactur, and distribute cannabis in the California pursuant to the terms of the various licenses issued by the BCC, CDFA, and CDPH under the provision of the MAUCRSA and California Assembly Bill No. 133.

The licenses are independently issued for each approved activity for use at our facilities in California. California state and local licenses are generally renewed annually. License renewal applications are submitted per guidelines published by local cannabis regulators, BCC, CDFA and CDPH. While renewals are generally annual, there is no ultimate expiry after which no renewals are permitted. Additionally, in respect of the renewal process, provided that the requisite renewal fees are paid, the renewal application is submitted in a timely manner, and there are no material violations noted against the applicable license, we would expect to receive the applicable renewed license in the ordinary course of business.

We are operating in Oklahoma under the license agreement secured as part of the asset purchase agreement from Primo Labratories LLC. An application is in process that will allow for hazardous processor license (OAC 310:681-1-4) based on standards described in OAC 310:681-8-1(b)(1) in the owned Oklahoma City facility. The new license will allow us to possess, transport, manufacture and distribute medical cannabis in Oklahoma. We have applied for a certificate of compliance from Oklahoma City to be submitted as required by OMMA.

Regulations

In California, only cannabis that is grown and manufactured in the state by a licensed establishment may be sold in the state. We have the capability to cultivate, harvest, process, manufacture, distribute and sell/dispense/deliver adult-use and medical cannabis and cannabis products. We are also authorized under California law to make wholesale purchase of cannabis and cannabis products from, or a distribution of cannabis and cannabis product to, another licensed entity within California.

Under California regulations, a cannabis manufacturer is anyone who makes or packages a prepared cannabis product. Cannabis products include edibles, topicals, tinctures, extracts, vape cartridges, capsules and more.

As a Type 7 licensee, we are a manufacturer of cannabis products entitled to use volatile solvents, such as butane, hexane, or propane as well as Type 6, N or P activities. TYPE 6 licenses are for manufacturers using nonvolatile solvents, such as carbon dioxide, ethanol, water, butter or oil, or performing extraction using mechanical methods, TYPE N licenses are for manufacturers performing infusion and TYPE P licenses are for manufacturers only packaging or labeling cannabis products.

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Reporting Requirements

California has selected Franwell Inc.’s METRC solution (“METRC”) as the state’s track-and-trace (“T&T”) system used to track commercial cannabis activity and movement across the distribution chain (“seed-to- sale”). The METRC system is mandatory for all licensed operators in the state of California. The system allows for other third-party system integration via application programming interface (“API”).

Oklahoma is in the process of determine that path forward for a system to track and trace product. New emergency rules impacting Oklahoma Medical Authority licensees have been signed by the Governor and became effective June 28th, 2021. The new emergency rules address changes and/or new requirements in recently passed legislation and also add new requirements relating to the implementation of the State inventory tracking system. The rules and a summary are available on the OMMA website at https://oklahoma.gov/omma/administration/rules-regulations.html

Pursuant to a court agreement, OMMA is extending the beginning inventory deadline for the state’s seed-to-sale tracking system, Metrc, and new seed-to-sale tracking rules will not be enforced until further guidance is provided by the court. Licensees will be notified with a new timeline for implementation as soon as one is available. Instructions and notice will be provided before the revised deadline to ensure licensees are able to implement the new system.

As of this date there is not a state system but our facility is running according to the same process flow as used in California which allows our financial team to account for all product used and created within the facility. Once Oklahoma has decided on the system to use, we will incorporate it into our production method. Commercial licensees are required to begin submitting monthly reports to OMMA beginning the month in which they were licensed and every month thereafter, even if the business has not yet opened. Monthly reports are due on the 15th of each month for the prior month. For example, reporting data for the month of August should be submitted by September 15^th.

COVID-19 Regulations

On March 19, 2020, Governor Gavin Newsom issued a stay-at-home order to protect the health and well-being of all Californians and to establish a consistent approach across the state to slow the spread of COVID-19. This order went into effect on March 19, 2020 and was rescinded on June 15, 2021. The prior order identified certain services as essential, including food, prescriptions, and healthcare. These services were allowed to continue despite the stay-a-home order. since cannabis is an essential medicine for many residents, licensees were permitted to operate so long as their operations complied with local rules and regulations. In response to Governor Newsom’s emergency declaration regarding COVID-19, BCC licensees that were unable to comply with specific regulatory requirements were able to request relief from specific licensing requirements pursuant to section 5038 of the Bureau’s regulations. Numerous retailers requested and were granted relief from certain regulation to perform curbside pickup for cannabis and cannabis product sales. In light of the uncertainty regarding the spread of COVID-19 variants, some form of the prior stay-at-home order could be reinstituted in California in the future.

Employees

As of December 31, 2021, we had 37 full time employees. None of our employees or personnel is represented by a labor union, and we consider our employee/personnel relations to be good. Competition for qualified personnel in our industry is intense, particularly for software development and other technical staff. We believe that our future success will depend in part on our ability to attract, hire and retain qualified personnel.

Properties

We do not own any properties in California. We currently rent a warehouse/manufacturing facility with office space in Oakland, California. The facility has 5,880 sq. f.t under roof augmented with six converted storage containers for additional space on a .297 acre lot. In Oklahoma, we own a 5,000 sq. ft. warehouse/manufacturing facility on a .36 AC lot which is in the process of being licensed for hazardous manufacturing. We also lease a 1,700 sq. ft. manufacturing/warehouse space licensed for non-hazardous manufacturing in Oklahoma that is being utilized for existing operations.

Legal Proceedings

From time to time we may be named in claims arising in the ordinary course of business. Currently, there are no legal proceeding that are pending against us or involves us that, in the opinion of our management, could reasonably be expected to have a material adverse effect on our business or financial condition.

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MANAGEMENT

Set forth below is certain information regarding our executive officers and directors. Each of the directors listed below was elected to our board of directors to serve until our next annual meeting of stockholders or until his or her successor is elected and qualified. All directors hold office for one-year terms until the election and qualification of their successors. The following table sets forth information regarding the members of our board of directors and our executive officers:

The following tables set forth certain information regarding the beneficial ownership of our common stock as the date of this Registration Statement by (i) each person who, to our knowledge, owns more than 5% of our common stock; (ii) each of our directors and executive officers; and (iii) all of our executive officers and directors as a group. Unless otherwise indicated in the footnotes to the following tables, each person named in the table has sole voting and investment power. The address of each of the directors and executive officers listed below is c/o Agro Capital Management Corp., 2620 Regatta Drive, Suite 102, Las Vegas, Nevada 89128; Tel: (702) 560-2430.

For purposes of this table, there are 62,136,599 shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days of the date of this report are deemed outstanding. Apex Holdings is the investor under the purchase agreement. Investment decisions are made by Scott Benson with an address of 2620 Regatta Dr. Suite 102, Las Vegas NV 89128

Class of Securities	Name and Address	# of Common Shares		% of Class			% of Total Votes
Common	Scott Benson(1)		10,455,463		16.8	%		4.0	%
Series A Preferred(2)	2620 Regatta Dr Suite 102 Las Vegas NV 89128		1,000		50	%		38.1
Common	Ted Hicks(1)		10,130,173		16.3	%		3.9	%
Series A Preferred(2)	2620 Regatta Dr Suite 102 Las Vegas NV 89128		1,000		50	%		38.1	%
Common	Geoffrey Lawrence(1)(3)		0		0	%		0	%
	5935 N Jensen St. Las Vegas, NV 89149
Common	Gordon Ellis 8435 Baldwin St Oakland 94621		758,333		1.2	%		.3	%
Common	James Pekarsky(4)		60,556		.1	%		0	%
	9778 North 131st Street, Scottdale AZ 85259
Common	All Officers and Directors as a Group (four persons)		21,404,525		34.5	%		84.5	%

⁽¹⁾ Officer and/or director of the Company.

⁽²⁾ The Series A Preferred have voting rights equal to 100,000 shares of common stock for each share of Series A Preferred stock.

⁽³⁾ Geoffrey Lawrence was no longer Chief Financial Officer as of April 2, 2021.

⁽⁴⁾ James Pekarsky became a part-time Chief Financial Officer of the Company on April 2, 2021.

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DIRECTORS AND EXECUTIVE OFFICERS

The following persons are the executive officers and directors of our Company:

Name	Age	Position
Scott Benson	57	Chief Executive Officer; and Chairman
Ted Hicks	48	President, Secretary, Director
James Pekarsky	62	Chief Financial Officer
Gordon Ellis	60	Chief Operating Officer

Scott Benson has been our Chairman, President and Chief Executive Officer since November 3, 2020. Since February 2017 Mr. Benson has worked as an executive of Apex Solutions where he became its CEO in November 2017. Mr. Benson led the process of the merger of Apex Solutions into Agro Capital and became CEO of Agro Capital upon completion of the transaction. Since March 2005 Mr. Benson has also served as an executive management consultant at Millwood Creek, an executive management company focused on supporting executives with strategic planning, change management and start up advice. From February 2016 until November 2019 Mr. Benson served as an advisor to Voyant LLC, a company that pioneers a new direct-to-consumer brand activation solution and a better way to monetize content providing a new and better way to acquire, engage and retain customers, consulting on development of its business plan, platform design, financial forecasts/planning, and initial operations. From April 2011 to March 2016 Mr. Benson founded and was CEO of Big Block Media Holdings, an Emmy award winning hybrid production and design studio focused on design, branding, live action and post production working directly with brands, ad agencies and content providers. Mr. Benson was COO/CRO of SLK software from April 2010 to May 2013 and ran US operations and sales for SLK Software. SLK Software is a technology and consulting company with an emphasis on key industries such as banking and manufacturing, and domain expertise across the entire value chain. SLK’s approach represents a commitment to reaching out to businesses at different stages of their growth and helping build a strong foundation for their journey to the top. He led team of 1500+ professionals and coordinated work with a team of 4000 people in India. The collective team specialized in a wide range of high value solutions to deliver end-to-end services to clients enabling them to transform their business through information technology. Mr. Benson graduated from The University of Tulsa with a BS in MIS. We believe that Mr. Benson’s management experience, leadership ability and direct experience in the cannabis industry make him qualified to be a member of our Board of Directors.

Ted Hicks has been a member of our Board of Directors since November 3, 2020. Mr. Hicks co-founded Apex Solutions in February 2017, serving as co-CEO and now its President. From February 2014 to March 2017, Mr. Hicks served as co-founder of Big Reds Farms, a company licensed to cultivate cannabis in Northern California that produced proprietary cannabis strains from seed to sale using indoor, outdoor, and greenhouse grow facilities. From August 2004 to January 2014 Mr. Hicks was President of Capital City Remodeling, one of the largest bath and kitchen refinishing companies in Northern California. Mr. Hicks has a BS in Kinesiology from CSUS. We believe that the management experience and knowledge of the cannabis industry that Mr. Hicks possesses, qualifies him to be a member of our Board of Directors.

James Pekarsky has been our part-time Chief Financial Officer since April 2, 2021. Since May 2016 Mr. Pekarsky has been serving as executive finance and operations consultant to numerous private and public companies in the medical and high-tech fields. From September 2013 to May 2016, Mr. Pekarsky served as Chief Executive Officer and Director of publicly traded BioPharmX, Inc. From November 2011 to August 2013, he served as Chief Financial Officer of Solar Power, Inc. From November 2007 to November 2011, Mr. Pekarsky was a consulting CFO to a variety of early-stage, start-up companies. Additionally, Mr. Pekarsky served as CFO of MoSys, Inc., from January 2006 to November 2007, AccelChip from December 2004 to December 2006 and Virage Logic from May 1999 to November 2003, where he helped lead the company’s IPO in August 2000. Mr. Pekarsky also held general manager and senior operations positions at Mentor Graphics from January 1997 to May 1999, Advanced Molecular Systems from June 1995 to December 1996, Sclavo Diagnostics from November 1993 to May 1995 and Bio-Rad Laboratories from June 1989 to October 1993. Mr. Pekarsky holds a B.S. in accounting from Indiana University of Pennsylvania and an M.B.A. in finance from Golden Gate University.

Gordon Ellis has been our COO since January 2019. From January 2013 to December 2018 Mr. Ellis was Vice President of Clear Captions LLC, a company serving the hard-of-hearing community, where he was a key leader in building the company from eight employees to over 200 in four years and was involved in strategic planning and building the sales, supply chain and customer experience metrics, processes and systems to ensure quality and productivity. From May of 2007 to January of 2013 Mr. Ellis filled a variety of managerial positions for Purple Communications, a leading U.S. provider of video relay services (VRS), video remote interpreting (VRI), and on-site interpreting services. Mr. Ellis received an MS in MIS and Industrial Operations Management from the University of Wyoming.

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Board of Directors and Corporate Governance

When considering whether directors have the experience, qualifications, attributes and skills to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of our business and structure, the Board of Directors focuses primarily on the information discussed in each of the directors’ individual biographies as set forth above. With regard to Messrs. Benson and Hicks, the Board considered their day-to-day operational leadership of our company and in-depth knowledge of our business and experience in corporate management that will assist our corporate governance.

The Board of Directors periodically reviews relationships that directors have with our company to determine whether the directors are independent. Directors are considered “independent” as long as they do not accept any consulting, advisory or other compensatory fee (other than director fees) from us, are not an affiliated person of our company or our subsidiaries (e.g., an officer or a greater than 10% stockholder) and are independent within the meaning of applicable United States laws, regulations and the Nasdaq Capital Market listing rules. In this latter regard, the Board of Directors uses the Nasdaq Marketplace Rules (specifically, Section 5605(a)(2) of such rules) as a benchmark for determining which, if any, of our directors are independent, solely in order to comply with applicable SEC disclosure rules.

The Board of Directors has determined that none of our directors is independent within the meaning of the Nasdaq Marketplace Rules cited above, and that we do not have an audit committee financial expert as that term is defined by listing standards of the national securities exchanges and SEC rules, including the rules relating to the independence standards of an audit committee and the non-employee director definition of Rule 16b-3 under the Securities Exchange Act of 1934.

Our reliance on standards of Nasdaq Marketplace Rules is not meant to indicate that our shares of common stock are listed on Nasdaq. Our shares trade on the OTC Pink Market.

Director or Officer Involvement in Certain Legal Proceedings

Our directors and executive officers were not involved in any legal proceedings as described in Item 401(f) of Regulation S-K in the past ten years.

Directors and Officers Liability Insurance

We do not have directors’ and officers’ liability insurance. Our officers and directors have indemnification rights under applicable laws, and our articles of incorporation and bylaws.

Committees of the Board of Directors

Currently, our Board of Directors acts as audit, nominating, corporate governance and compensation committees. The Board of Directors has adopted charters relative to its audit committee, compensation committee and nominating committee. Until such time as we add more members to the Board, the entire Board will determine all matters and no committees have been formed. We intend to appoint persons to the board of directors and committees of the board of directors as required to meet the corporate governance requirements of a national securities exchange, although we are not required to comply with these requirements until we are listed on a national securities exchange. We intend to appoint directors in the future so that we have a majority of our directors who will be independent directors, and of which at least one director will qualify as an “audit committee financial expert,” prior to a listing on a national securities exchange.

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Audit Committee

The audit committee’s duties under the terms of its charter are to recommend to our board of directors the engagement of independent auditors to audit our financial statements and to include the terms of its charter review our accounting and auditing principles. The audit committee reviews the scope, timing and fees for the annual audit and the results of audit examinations performed by independent public accountants, including their recommendations to improve the system of accounting and internal controls. The audit committee oversees the independent auditors, including their independence and objectivity. However, the committee members are not acting as professional accountants or auditors, and their functions are not intended to duplicate or substitute for the activities of management and the independent auditors. The audit committee is empowered to retain independent legal counsel and other advisors as it deems necessary or appropriate to assist the audit committee in fulfilling its responsibilities, and to approve the fees and other retention terms of the advisors. The audit committee members possess an understanding of financial statements and generally accepted accounting principles.

Compensation Committee

The compensation committee has certain duties and powers as described in its charter, including but not limited to periodically reviewing and approving our salary and benefits policies, compensation of our executive officers, administering our stock option plans, and recommending and approving grants of stock options under those plans.

Nominating Committee

Under the charter of our nominating and corporate governance committee, the nominating and corporate governance committee considers and makes recommendations on matters related to the practices, policies and procedures of the board of directors and takes a leadership role in shaping our corporate governance. As part of its duties, the nominating and corporate governance committee assesses the size, structure and composition of the board of directors and its committees, coordinates evaluation of board performance and reviews board compensation. The nominating and corporate governance committee also acts as a screening and nominating committee for candidates considered for election to the board of directors.

Compensation Committee Interlocks and Insider Participation

None of our directors or executive officers serves as a member of the board of directors or compensation committee of any other entity that has one or more of its executive officers serving as a member of our board of directors.

Code of Ethics

We have adopted a written code of ethics that applies to all of our directors, officers and employees in accordance with the rules of the Nasdaq Capital Market and the SEC. We will post a copy of our code of ethics on our website, and intend to post amendments to this code, or any waivers of its requirements, as well.

Conflicts of Interest

We comply with applicable state law with respect to transactions (including business opportunities) involving potential conflicts. Applicable state corporate law requires that all transactions involving our company and any director or executive officer (or other entities with which they are affiliated) are subject to full disclosure and approval of the majority of the disinterested independent members of our Board of Directors, approval of the majority of our stockholders or the determination that the contract or transaction is intrinsically fair to us. More particularly, our policy is to have any related party transactions (i.e., transactions involving a director, an officer or an affiliate of our company) be approved solely by a majority of the disinterested independent directors serving on the Board of Directors. We expect to have at least three independent directors serving on the Board of Directors and intend to maintain a Board of Directors consisting of a majority of independent directors.

Indemnification of Directors and Executive Officers

oldSection 145 of the Nevada Revised Statutes provides for, under certain circumstances, the indemnification of our officers, directors, employees and agents against liabilities that they may incur in such capacities. Below is a summary of the circumstances in which such indemnification is provided.

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In general, the statute provides that any director, officer, employee or agent of a corporation may be indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred in a proceeding (including any civil, criminal, administrative or investigative proceeding) to which the individual was a party by reason of such status. Such indemnity may be provided if the indemnified person’s actions resulting in the liabilities: (i) were taken in good faith; (ii) were reasonably believed to have been in or not opposed to our best interests; and (iii) with respect to any criminal action, such person had no reasonable cause to believe the actions were unlawful. Unless ordered by a court, indemnification generally may be awarded only after a determination of independent members of the Board of Directors or a committee thereof, by independent legal counsel or by vote of the stockholders that the applicable standard of conduct was met by the individual to be indemnified.

The statutory provisions further provide that to the extent a director, officer, employee or agent is wholly successful on the merits or otherwise in defense of any proceeding to which he or she was a party, he or she is entitled to receive indemnification against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the proceeding.

Indemnification in connection with a proceeding by us or in our right in which the director, officer, employee or agent is successful is permitted only with respect to expenses, including attorneys’ fees actually and reasonably incurred in connection with the defense. In such actions, the person to be indemnified must have acted in good faith, in a manner believed to have been in our best interests and must not have been adjudged liable to us, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expense which the Court of Chancery or such other court shall deem proper. Indemnification is otherwise prohibited in connection with a proceeding brought on our behalf in which a director is adjudged liable to us, or in connection with any proceeding charging improper personal benefit to the director in which the director is adjudged liable for receipt of an improper personal benefit.

Nevada law authorizes us to reimburse or pay reasonable expenses incurred by a director, officer, employee or agent in connection with a proceeding in advance of a final disposition of the matter. Such advances of expenses are permitted if the person furnishes to us a written agreement to repay such advances if it is determined that he or she is not entitled to be indemnified by us.

The statutory section cited above further specifies that any provisions for indemnification of or advances for expenses does not exclude other rights under our certificate of incorporation, by-laws, resolutions of our stockholders or disinterested directors, or otherwise. These indemnification provisions continue for a person who has ceased to be a director, officer, employee or agent of the corporation and inure to the benefit of the heirs, executors and administrators of such persons.

The statutory provision cited above also grants us the power to purchase and maintain insurance policies that protect any director, officer, employee or agent against any liability asserted against or incurred by him or her in such capacity arising out of his or her status as such. Such policies may provide for indemnification whether or not the corporation would otherwise have the power to provide for it.

At present, we do not maintain directors’ and officers’ liability insurance in order to limit the exposure to liability for indemnification of directors and officers, including liabilities under the Securities Act; however, we are in the process of obtaining such insurance.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the cash and non-cash compensation awarded to or earned by: (i) each individual who served as the principal executive officer and principal financial officer of the Company during the years ended December 31, 2020 and 2019; and (ii) each other individual that served as an executive officer of the Company at the conclusion of the years ended December 31, 2020 and 2019 and who received more than $100,000 in the form of salary and bonus during such year. For purposes of this report, these individuals are collectively the “named executive officers” of our Company.

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Name and Position	Years		Salary		Bonus	Stock Awards		Options Awards	Non-equity incentive plan compensation	Non-qualified deferred compensation earnings	All other compensation	Total
Scott Benson, Chairman		2020	$	67,500								$	67,500
and CEO		2019	$	72,211								$	72,211
Ted Hicks,		2020	$	63,273								$	63,273
President		2019	$	86,272								$	86,272
Geoffrey Lawrence,		2020
CFO		2019
Gordon Ellis,		2020	$	120,000		$	227,500					$	347,500
COO		2019

Gordon Ellis joined Apex Solutions with a goal of standardizing manufacturing and delivery processes. Under the terms of his Employment Agreement dated January 15, 2020, Mr. Ellis received a restricted stock grant of 56,390 shares of our common stock on the anniversary date of his Employment Agreement.

Employment and Advisory Agreements

On June 30, 2021, we entered into a new three year employment agreement with Scott Benson, our Chairman and Chief Executive Officer. The employment agreement provides that Mr. Benson will receive a base salary during the first year of his employment agreement at an annual rate of $120,000 for services rendered in such positions. Under the terms of his employment agreement, his annual base salary may be increased as determined by our Board of Directors but may not be less than $120,000. In addition, Mr. Benson may be entitled to receive, at the discretion of our Board, a bonus based on the performance goals of our Company that shall be issuable in cash, shares of our common stock or a combination of each at the discretion of our Board of Directors.

The employment agreement also provides for termination by us upon his death or disability (defined as three aggregate months of incapacity during any 365-consecutive day period) or upon conviction of a felony crime of moral turpitude or a material breach of his obligations to us. In the event the employment agreement is terminated by us without cause, Mr. Benson will be entitled to compensation for the balance of the term of the Employment Agreement.

In the event of a change of control of our company, Mr. Benson may terminate his employment within two months after such event and will be entitled to continue to be paid pursuant to the terms of his employment agreement.

Mr. Benson also entered into a confidentiality and non-competition agreement in conjunction with his employment agreement which contains covenants restricting Mr. Benson from engaging in any activities competitive with our business during the term of the employment agreement and one year thereafter and prohibiting him from disclosure of confidential information regarding our Company at any time.

Under the terms of his Employment Agreement dated January 15, 2020, Mr. Ellis was employed as COO for 24 months, received an annual salary of $120,000, a restricted stock grant on the anniversary dates of the Employment Agreement of 56,390 shares of our common stock and is eligible for a bonus based upon an annual review of his performance.

On April 2, 2021 we entered into a Consulting Agreement with James Pekarsky to serve as a part-time CFO. Under the terms of the Consulting Agreement, we paid Mr. Pekarsky a signing bonus of 5,000 shares and an incentive award of shares after we have filed this Form S-1 for 75,000 shares of our common stock. Additionally, Mr. Pekarsky was granted 500,000 shares of common stock options on June 30, 2021 at an exercise price of $.30 per share from the Company’s 2021 Stock Option Plan, which will vest in equal amounts monthly over 36 months. The Consulting Agreement may be terminated by either the Company or Mr. Pekarsky without cause at any time.

Equity Compensation Plan Information

On June 7, 2021, our Board of Directors and stockholders adopted our 2021 Stock Incentive Plan (the “2021 Plan”). The purpose of the Plan is to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship, and to stimulate an active interest of these persons in our development and financial success. Under the Plan, we are authorized to issue up to 3,500,000 shares of Common Stock, including incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long-term incentive awards.

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Administration. The 2021 Plan is administered by the Board of Directors or the committee or committees as may be appointed by the Board of Directors from time to time (the “Administrator”). The Administrator determines the persons who are to receive awards, the types of awards to be granted, the number of shares subject to each such award and the terms and conditions of such awards. The Administrator also has the authority to interpret the provisions of the 2021 Plan and of any awards granted there under and to modify awards granted under the 2021 Plan. The Administrator may not, however, reduce the price of options or stock appreciation rights issued under the 2021 Plan without prior approval of the Company’s shareholders.

Eligibility. The 2021 Plan provides that awards may be granted to employees, officers, directors and consultants of the Company or of any parent, subsidiary or other affiliate of the Company as the Administrator may determine. A person may be granted more than one award under the 2021 Plan.

Shares that are subject to issuance upon exercise of an option under the 2021 Plan but cease to be subject to such option for any reason (other than exercise of such option), and shares that are subject to an award granted under the 2021 Plan but are forfeited or repurchased by the Company at the original issue price, or that are subject to an award that terminates without shares being issued, will again be available for grant and issuance under the 2021 Plan.

Terms of Options and Stock Appreciation Rights. The Administrator determines many of the terms and conditions of each option and SAR granted under the 2021 Plan, including whether the option is to be an incentive stock option or a non-qualified stock option, whether the SAR is a related SAR or a freestanding SAR, the number of shares subject to each option or SAR, and the exercise price of the option and the periods during which the option or SAR may be exercised. Each option and SAR is evidenced by a grant agreement in such form as the Administrator approves and is subject to the following conditions (as described in further detail in the 2021 Plan):

(a) Vesting and Exercisability: Options, restricted shares and SARs become vested and exercisable, as applicable, within such periods, or upon such events, as determined by the Administrator in its discretion and as set forth in the related grant agreement. The term of each option is also set by the Administrator. However, a related SAR will be exercisable at the time or times, and only to the extent, that the option is exercisable and will not be transferable except to the extent that the option is transferable. A freestanding SAR will be exercisable as determined by the Administrator but in no event after 10 years from the date of grant.

(b) Exercise Price: Each grant agreement states the related option exercise price, which, in the case of SARs, may not be less than 100% of the fair market value of the Company’s shares of common stock on the date of the grant. The exercise price of an incentive stock option granted to a 10% stockholder may not be less than 110% of the fair market value of shares of the Company’s common stock on the date of grant.

(c) Method of Exercise: The option exercise price is typically payable in cash, common stock or a combination of cash of common stock, as determined by the Administrator, but may also be payable, at the discretion of the Administrator, in a number of other forms of consideration.

(d) Recapitalization; Change of Control: The number of shares subject to any award, and the number of shares issuable under the 2021 Plan, are subject to proportionate adjustment in the event of a stock dividend, spin-off, split-up, recapitalization, merger, consolidation, business combination or exchange of shares and the like. Except as otherwise provided in any written agreement between the participant and the Company in effect when a change in control occurs, in the event an acquiring company does not assume plan awards (i) all outstanding options and SARs shall become fully vested and exercisable; (ii) for performance-based awards, all performance goals or performance criteria shall be deemed achieved at target levels and all other terms and conditions met, with award payout prorated for the portion of the performance period completed as of the change in control and payment to occur within 45 days of the change in control; (iii) all restrictions and conditional applicable to any restricted stock award shall lapse; (iv) all restrictions and conditions applicable to any restricted stock units shall lapse and payment shall be made within 45 days of the change in control; and (v) all other awards shall be delivered or paid within 45 days of the change in control.

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(e) Other Provisions: The option grant and exercise agreements authorized under the 2021 Plan, which may be different for each option, may contain such other provisions as the Administrator deems advisable, including without limitation, (i) restrictions upon the exercise of the option and (ii) a right of repurchase in favor of the Company to repurchase unvested shares held by an optionee upon termination of the optionee’s employment at the original purchase price.

Amendment and Termination of the 2021 Plan. The Administrator, to the extent permitted by law, and with respect to any shares at the time not subject to awards, may suspend or discontinue the 2021 Plan or amend the 2021 Plan in any respect; provided that the Administrator may not, without approval of the stockholders, amend the 2021 Plan in a manner that requires stockholder approval.

PRINCIPAL SECURITYHOLDERS

The following table sets forth certain information as of October 1, 2021, the beneficial ownership of our common stock by the following persons:

● each person or entity who, to our knowledge, owns more than 5% of our common stock;

● our executive officers named in the Summary Compensation Table above;

● each director; and

● all of our executive officers and directors as a group.

Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power and that person’s address is c/o Agro Capital Management Corp., 2620 Regatta Drive, Suite 102, Las Vegas, Nevada 89128, and our telephone number is (702) 560-2430. Shares of common stock subject to options, warrants, or other rights currently exercisable or exercisable within 60 days of the date of this prospectus, are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the stockholder holding the options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other stockholder.

Class of Securities	Name and Address	# of Common Shares		% of Class
Common	Scott Benson (1)		10,455,463		20.1	%
Common	Ted Hicks(1)		10,130,173		19.5	%
Common	Geoffrey Lawrence(1)		0		*	%
Common	Gordon Ellis(1)		758,333		1.5	%
Common	James Pekarsky(1)		60,556		*
Common	Merida Capital(2)		7,200,00		13.8	%
Common	All Officers and Directors as a Group (five persons)		21,404,525		41.1	%

(1) Officer and/or director of our Company.

* less than 1% of the issued and outstanding shares of common stock. (2) Merida Capital owns 3,800,000 shares and has warrants for another 3,400,000 shares that can be exercised within 60 days following the effective date of this Registration Statement. The percentage ownership calculation is based on the common shares outstanding prior to the exercise of any of the outstanding warrants.

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We have agreed to keep such registration effective until all shares of common stock can be sold without registration pursuant to Rule 144 under the Securities Act.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

During the past three years, there have been no transactions, whether directly or indirectly, between the Company and any of its officers, directors or their family members.

DESCRIPTION OF SECURITIES

Authorized Capital Stock

Our authorized capital stock consists of 200,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 shares of “blank check” Preferred Stock, par value $0.001 per share. As of October 1, 2021, there were 50,053,821 shares of common stock issued and outstanding and 2,000 shares of Series A Preferred Stock issued and outstanding.

Issued and Outstanding Capital Stock

After giving effect to the Apex Merger, including conversion of the Company’s options and warrants outstanding prior to the Apex Merger, the issued and outstanding securities of the Company on the date of this prospectus are as follows:

● 50,053,821 shares of common stock;

● 2,000 shares of preferred stock;

● 705,000 options to purchase shares of common stock; and

● Warrants to purchase 10,000,000 shares of common stock for .60 per share.

Description of Common Stock

The holders of common stock are entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of common stock that are present in person or represented by proxy. Except as otherwise provided by law, amendments to the articles of incorporation generally must be approved by a majority of the votes entitled to be cast by all outstanding shares of common stock. Our Articles of Incorporation do not provide for cumulative voting in the election of directors. The common stockholders will be entitled to such cash dividends as may be declared from time to time by the Board from funds available. Upon liquidation, dissolution or winding up of the Company, the common stockholders will be entitled to receive pro rata all assets available for distribution to such holders.

Description of Preferred Stock

We are authorized to issue up to 1,000,000 shares of preferred stock, par value $0.001 per share. There are 2,000 shares of Series A Preferred Stock are issued or outstanding.

All shares of the designated and the undesignated preferred stock are issuable on such other terms and conditions as the Board may determine at or prior to issuance, without further action of the stockholders. Such preferred shares may or may not be issued in series, convertible into shares of common stock, redeemable by the Company and entitled to cumulative dividends. Other terms and conditions may be imposed at the time of issuance. Should some or all of the outstanding or future issues of any convertible preferred stock be exchanged for shares of common stock, the resulting increase in the number of issued and outstanding common stock may or may not have a depressive effect on the market value of our common stock.

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Unless specifically issued without such rights, the holders of preferred stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders. Future issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of preferred stock might impede an acquisition or other business combination by including class voting rights that would enable the holder to block such a transaction or facilitate a business combination by including voting rights that would provide a required percentage vote of the stockholders. In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of the holders of our common stock.

Although our Board of Directors is required to make any determination to issue such stock based on its judgment as to the best interests of our shareholders, our Board of Directors could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of the shareholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock. The Board of Directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or stock exchange rules. We have no present plans to issue any preferred stock.

The Board has designated 2,000 shares of Series A Preferred Stock. The holders of the Series A Preferred Stock are entitled to 100,000 votes per share on all matters submitted to a vote of the stockholders, including the election of directors. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of common stock that are present in person or represented by proxy. The Series A Preferred shares have no conversion to common rights and no liquidation preference.

Except as otherwise provided by law, amendments to the articles of incorporation generally must be approved by a majority of the votes entitled to be cast by all outstanding shares of common stock. Our Articles of Incorporation do not provide for cumulative voting in the election of directors. The common stockholders will be entitled to such cash dividends as may be declared from time to time by the Board from funds available. Upon liquidation, dissolution or winding up of the Company, the common stockholders will be entitled to receive pro rata all assets available for distribution to such holders.

Description of Warrants

In connection with our $3,000,000 equity financing that we completed in August 2021 we issued warrants to 18 investors for a total of 10,000,000 shares of our common stock at $0.30 per share and warrants to purchase 10,000,000 shares of our common stock at an exercise price of $0.60 per warrant share for an exercise period of two years.

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Transfer Agent

Our transfer agent is Securities Transfer Corporation, 2901 N. Dallas Parkway, Suite 380, Plano, Texas 75093.

Blank Check Preferred Stock

The ability to authorize “blank check” preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of our Company.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Sections 78:7502 and 78:751 of the Nevada Revised Statutes provide, under certain circumstances, for the indemnification of our officers, directors, employees and agents against liabilities that they may incur in such capacities. Below is a summary of the circumstances in which such indemnification is provided.

In general, the statute provides that any director, officer, employee or agent of a corporation may be indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred in a proceeding (including any civil, criminal, administrative or investigative proceeding) to which the individual was a party by reason of such status. Such indemnity may be provided if the indemnified person’s actions resulting in the liabilities: (i) were taken in good faith; (ii) were reasonably believed to have been in or not opposed to our best interests; and (iii) with respect to any criminal action, such person had no reasonable cause to believe the actions were unlawful. Unless ordered by a court, indemnification generally may be awarded only after a determination of independent members of the Board of Directors or a committee thereof, by independent legal counsel or by vote of the stockholders that the applicable standard of conduct was met by the individual to be indemnified. Indemnification is mandatory to the extent that any director, officer, employee or agent of a corporation is successful on the merits or otherwise in defense of the above proceedings.

Our bylaws include an indemnification provision under which we have the power to indemnify our directors, officers, former directors and officers, employees and other agents (including heirs and personal representatives) against all costs, charges and expenses actually and reasonably incurred, including an amount paid to settle an action or satisfy a judgment to which a director or officer is made a party by reason of being or having been a director or officer of the Company. Our bylaws further provide for the advancement of all expenses incurred in connection with a proceeding upon receipt of an undertaking by or on behalf of such person to repay such amounts if it is determined that the party is not entitled to be indemnified under our bylaws. No advance will be made by the Company to a party if it is determined that the party acting in bad faith. These indemnification rights are contractual, and as such will continue as to a person who has ceased to be a director, officer, employee or other agent, and will inure to the benefit of the heirs, executors and administrators of such a person.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

SHARES ELIGIBLE FOR FUTURE SALE

We have a limited public market for our common stock and a limited number of shares in the public float. Sales of substantial amounts of our common stock in the public market resulting from this offering could adversely affect the prevailing market price and our ability to raise capital in the future.

As of the date of this prospectus, we have 50,053,821 shares of common stock issued and outstanding. Upon the completion of this offering, we will have outstanding an aggregate of up to an additional 50,053,821 shares and assuming that none of our other outstanding warrants or are exercised. Of these outstanding shares, all 20,104,523 shares sold by us in the Offering will be freely tradable without restriction or further registration under the Securities Act, unless these shares are purchased by “affiliates” as that term is defined in Rule 144 under the Securities Act. Of the 50,053,821 shares of our common stock outstanding prior to the completion of this offering and held by existing stockholders, approximately 125,277 shares are currently free trading and the remaining are “restricted securities” as that term is defined in Rule 144 under the Securities Act all but approximately 10,000,000 of which have been held for more than six months. Restricted shares may be sold in the public market only if registered or if they qualify for exemption under Rule 144 or 701 promulgated under the Securities Act, which rules are summarized below, or another exemption.

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Rule 144

In general, under Rule 144, as currently in effect, a person who owns shares that were acquired from us or one of our affiliates at least six months prior to the proposed sale is entitled to sell, within any three-month period beginning 90 days after the date of this prospectus, a number of shares that does not exceed the greater of:

● One percent of the number of shares of common stock then outstanding, which will equal approximately 516,279 shares immediately after this offering; or

● The average weekly trading volume of the common stock on a national securities exchange during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

● In addition to these volume limitations, sales of unregistered shares of our common stock in reliance on Rule 144 may only be made by affiliates if such sales:

● are preceded by a notice filing on Form 144;

● are limited to broker’s transactions, as such term is defined under Section 4(a)(4) of the Securities Act; and

● only occur at a time when current public information about us is available, which generally would require that we are not delinquent with any of our reports required pursuant to Sections 13 or 15(d) of the Exchange Act. Rule 144 also provides that our affiliates who sell shares of our common stock that are not restricted shares must nonetheless comply with the same restrictions applicable to restricted shares, with the exception of the holding period requirement.

Under Rule 144, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than one of our affiliates, is entitled to sell such shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144. If the non-affiliate has held the shares for at least one year, then the shares may be sold without regard to the public information provisions of Rule 144. Therefore, unless otherwise restricted, shares held by non-affiliates may be sold immediately upon the expiration of the lock-up agreements.

Rule 701

In general, under Rule 701 as currently in effect, any of our employees, consultants or advisors who acquire shares from us in connection with a compensatory stock or option plan or other written agreement will be eligible to resell such shares 90 days after the effective date of this offering in reliance of Rule 144, but without compliance with certain restrictions, including the holding period, contained in Rule 144.

Penny Stock Rules

Broker-dealer practices in connection with transactions in penny stocks are regulated by certain penny stock rules adopted by the SEC. Penny stocks generally are equity securities with a price of less than US $5.00. Penny stock rules require a broker- dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Our shares may in the future be subject to such penny stock rules in which care our stockholders would, in all likelihood, as a result of the penny stock rules, find it difficult to sell their securities.

61

PLAN OF DISTRIBUTION 

.

This is a self-underwritten (“best-efforts”) offering. This prospectus is part of a registration statement that permits our officers and directors to sell the shares being offered by the Company directly to the public, with no commission or other remuneration payable to them for any shares they may sell. Presently, we expect that our officers and directors will personally contact existing shareholders, friends, family members and business acquaintances and inform them about the offering. In addition, we may market the offering to institutional investors through our officers and directors. We may also offer our shares of common stock through brokers, dealers or agents, although we have no current plans or arrangements to do so. The Company has been contacted by multiple financial institutions, as well as fielded interest from existing shareholders that give the Company assurance as to the marketability of its shares to these identified parties. This offering will terminate on the date which is 270 days from the effective date of this prospectus, although we may close this offering on any date prior if the offering is fully subscribed or upon the vote of our board of directors.

In offering the securities on our behalf, our officers and directors will rely on the safe harbor from broker dealer registration set forth in Rule 3a4-1 under the Exchange Act. The officers and directors will not register as broker-dealers pursuant to Section 15 of the Exchange Act, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an issuer may participate in the offering of the Issuer’s securities and not be deemed to be a broker-dealer. In that regard, we confirm that:

a. None of our officers or directors are subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act;

b. None of our officers or directors will be compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in the common stock;

c. None of our officers or directors is or will be, at the time of his participation in the offering, an associated person of a broker-dealer; and

d. Our officers and directors meet the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that each (A) primarily perform substantial duties for or on our behalf, other than in connection with transactions in securities, and (B) is not a broker or dealer, or has been an associated person of a broker or dealer, within the preceding 12 months, and (C) has not participated in selling and offering securities for any issuer more than once every 12 months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii) of Rule 3a4-1.

None of our officers or directors, control persons or affiliates intend to purchase any shares in this offering.

LEGAL MATTERS

Culhane Meadows PLLC, 1101 Pennsylvania Avenue, N.W., Suite 300, Washington, D.C. 20004, will pass upon the validity of the shares of our common stock to be sold in this offering.

EXPERTS

The financial statements of the Company as of and for the years ended December 31, 2020 and 2019, included in this prospectus have been audited by BF Borgers CPA PC., an independent registered public accounting firm as set forth in their report, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

62

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of our common stock offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our common stock, we refer you to the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The SEC maintains an internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

As a result of this offering, we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with this law, will file periodic reports, proxy statements and other information with the SEC. We also maintain a website at www. agrocapitalmanagementcorp.com. Upon completion of this offering, you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.

63

AGRO CAPITAL MANAGEMENT CORP.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Consolidated Balance Sheets - September 30, 2021 and December 2020	F-2
Consolidated Statements of Operations and Comprehensive Loss - September 30, 2021 and 2020	F-3
Consolidated Statements of Stockholders’ Equity (Deficit) - September 30, 2021 and 2020	F-4
Consolidated Statements of Cash Flows - September 30, 2021 and 2020	F-5
Notes to Consolidated Financial Statements	F-6

Report of Independent Registered Public Accounting Firm for Agro Capital Management Corp.	F-15
Consolidated Balance Sheets - December 31, 2020 and 2019	F-16
Consolidated Statements of Operations for the years ended December 31, 2020 and 2019	F-17
Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2020 and 2019	F-18
Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019	F-19
Notes to Consolidated Financial Statements	F-20

F-1

AGRO CAPITAL MANAGEMENT CORP.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

	September 30,			December 31,
	2021			2020
ASSETS
Current assets:
Cash and cash equivalents	$	1,564		$	25
Accounts receivable, net		473			281
Inventories		2,151			95
Prepaid expenses and other current assets		161			106
Total current assets		4,349			507
Property and equipment, net		739			806
Other non-current assets		3			-
Total assets	$	5,091		$	1,313
LIABILITIES, CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	2,013		$	1,596
Accrued liabilities and other current liabilities		3,292			2,332
Total current liabilities		5,305			3,928
Non - current liabilities:
Loans payable		143		$	29
Loans from Officers		151		$	364
Related party payables		2			281
Total non - current liabilities		296			674
Total liabilities		5,601			4,602
Stockholders’ equity (deficit):
Common stock, $0.001 par value; 200,000,000 shares authorized; shares and 10,796,485 shares issued and outstanding as of September 30, 2021 ACMB Common Stock, $0.001 par value; 75,000,000 shares authorized, 2,796,485 shares issued and outstanding as of December 31, 2020		11			3
Preferred stock, $0.001 par value, 2000 shares authorized; 2,000 shares issued and outstanding as of December 31, 2020		0			0
Additional paid in capital		7,443			9,465
Accumulated deficit		(7,964	)		(12,757	)
Total stockholders’ equity (deficit)		(510	)		(3,289	)
Total liabilities, convertible redeemable preferred stock and stockholders’ equity (deficit)	$	5,091		$	1,313

F-2

AGRO CAPITAL MANAGEMENT CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share data)

	Period ended September 30,
	2021			2020
Revenues, net	$	5,284		$	4,418
Cost of goods sold		1,829			1,912
Gross profit		3,455			2,506
Operating expenses:
Sales and marketing		32			42
General and administrative		3,809			2,484
Total operating expenses		3,841			2,526
Income/(loss) from operations		(386	)		(20	)
Other income (expense), net		167			(3,117	)
Interest expense		(4	)		(14	)
Loss before income taxes		(223	)		(3,151	)
Net and comprehensive loss		(223	)		(3,151	)
Net loss available to common stockholders	$	(222	)	$	(3,151	)
Basic and diluted net loss available to common stockholders per share	$	(.004	)	$	(0.89	)
Shares used in computing basic and diluted net loss per share		51,068,249			2,934,205

The accompanying notes are an integral part of these consolidated financial statements.

F-3

AGRO CAPITAL MANAGEMENT CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands, except share data)

	Common Stock						Preferred Stock				Additional Paid -in			Retained Earnings			Total Equity
	Shares			Amount			Shares		Amount		Capital			(Deficit)			(Deficit)
Balance on January 1, 2019, Apex Holdings		91,720		$	0.092			—		—	$	2,293		$	(1,046	)	$	1,247
Balance on January 1, 2019, ACMB		796,485			0.796			—		—		4,992			(4,995	)		(3	)
Issuance of common stock for capital proceeds, Apex Holdings		46,000			0.046			—		—		1,150			—			1,150
Net and comprehensive income (loss)		—			—							—		$	(4,094	)	$	(4,094	)
Balance on December 31, 2019		934,205		$	0.934			—		—		8,435		$	(10,135	)	$	(1,700	)
Additional issuance for the year, ACMB		2,000,000			2			2,000		0.002		18						20
Sale of Apex Brands												1,012						1,012
Net and comprehensive income (loss)					—							—		$	(2,622	)	$	(2,622	)
Balance on December 31, 2020		2,934,205		$	3			2,000		.0002	$	9,465		$	(12,757	)	$	(3,289	)
Cancellation of 2,000,000 ACMB shares as part of the transaction		(2,000,000	)		(2	)						(5,012	)					(5,014	)
Cancellation of ACMB retained earnings as part of the merger transaction															5,014			5,014
Cancellation of Apex Shares		(137,720	)		(0.14	)												(.14	)
Additional issuance during the year		10,000,000			10							2,990						3,000
Net income as of 9.30.2021					—							—			(222	)		(222	)
Balance on September 30, 2021		10,796,485			10.80			2000		.0002		7,443			(7,965	)		(511	)

The accompanying notes are an integral part of these consolidated financial statements

F-4

AGRO CAPITAL MANAGEMENT CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Period ended September 30,
	2021			2020
Cash flows from operating activities:
Net loss	$	(222	)	$	(3,150	)
Adjustments to reconcile net loss to net cash used in operating activities:
Theft Loss		—			3,836
Depreciation and amortization		116			111
Gain on sale		—			—
Bad debts expense		1			—
Interest expense		4			14
Changes in assets and liabilities:
Accounts receivable		(192	)		34
Due from officers		—			1
Inventories		(2,055	)		(640	)
Prepaid expenses and other assets		(56	)		(15	)
Accounts payable		418			154
Payroll liabilities		312			332
Accrued expenses		1			(3	)
Excise tax payable		594			553
Cultivation tax payable		—			20
Accrued interest and penalties payable		—			(185	)
Other current liabilities		—			(1,000	)
Cash used in operating activities		(1,025	)		62
Interest paid		(3	)		14
Net cash used in operating activities		(1,028	)		76
Cash flows from investing activities:
Proceeds from disposal of property and equipment		—			5
Payment of loan to acquire a service vehicle		(8	)		(30	)
Acquisitions of property and equipment		(17	)		—
Net cash used in investing activities		(25	)		(25	)
Cash flows from financing activities:
Loans from officers		(211	)		(119	)
Proceeds from availed interest-bearing loans		—			—
Loans from related parties		(319	)		253
Receivable factoring		122			—
Proceeds from share issuance		3,000			—
Net cash provided by financing activities		2,592			60
Net increase (decrease) in cash and cash equivalents		1,539			111
Cash and cash equivalents at beginning of year		25			51
Cash and cash equivalents at end of year	$	1,564		$	162
Supplemental disclosures:
Income taxes paid	$	—		$	—

F-5

AGRO CAPITAL MANAGEMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. FORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

FORM S-1 DISCLOSURE

On February 25, 2021, the Company effectively acquired Apex Holdings, Inc. in a Reverse Merger business combination transaction and of which the Company was a shell company prior to such acquisition is now entering into a business combination, other than a business combination with a shell company, as those terms are defined in Rule 12b-2 under the Exchange Act, according to Item 2.01(f) of Form 8-K, the registrant is required to disclose the information that would be required if the registrant were filing a general form for registration of securities under the Exchange Act on Form S-1.

We hereby provide below information that would be included in this Form S-1 registration statement.

Description of Business

Agro Capital Management Corp. is incorporated under the laws of the state of Nevada and originally incorporated on November 12, 2013 in Nevada under the name GUATE TOURISM INC. We have only one wholly owned subsidiary, Apex Holdings, Inc. a Nevada corporation.

The parent Company Agro Capital Management is a diversified holding company providing extraction, management, and consulting services. We are a trusted partner to the cultivation, manufacturing, and retail side of the business. As a holding company, our subsidiaries are able to leverage the strengths of each other, as well as a larger balance sheet, to succeed.

Our markets are experiencing booming demand. We believe investors can benefit by becoming involved either directly in the market or as a supplier to companies serving the market. Agro Capital intends to focus on both in its investment and acquisition strategy. Worldwide revenue streams are projected to grow to $75B by 2027 with US markets making up the bulk of the projected revenue stream.

Agro Capital Management has built a world class operational management team designed to maximize the opportunities. Operators in the space face numerous challenges related to compliance, logistics, security, and legal. The ACMB management team identifies operations that can benefit from the access to capital available in the public markets leverage with the operation expertise of our internal resources. Management will continue to identify operations that can bring cost savings and expansion opportunities to existing portfolio companies.

The ACMB team includes members trained in the Deming management method of continuous improvement of the manufacturing process to drive efficiencies and reduce cost. This is balanced with team members degreed in neuroscience and chemical engineering to maximize process flows that result in the highest-grade product available in the market. Our team has M&A experience that includes financial experience bringing operators public. Apex’s proprietary manufacturing processes have earned the company a defensible market position, reputation for high-quality and award-winning product, and a growing sales pipeline. Apex has established sustainable and diversified revenue by servicing several brands while simultaneously building the Apex brand and family of products. The company is one of “California’s most highly-awarded” brands within its targeted product categories. Expansion alternatives are under consideration in other licensed states using a combination of franchise, white label manufacturing, and opportunistic acquisitions.

F-6

Agro Capital is our business development arm which is focused on identifying and acquiring revenue producing assets and licenses both nationally and internationally. The team is actively reviewing opportunities for expansion in Nevada, Washington, Oklahoma, Georgia, and New York.

Share Exchange

In December 2020, Apex Holdings, Inc. purchased 2,000,000 of the 2,796,485 $.001 par value outstanding common shares of Agro Capital Management for One Hundred Ten Thousand U.S. Dollars ($110,000). The 2,000,000 shares of common stock provided a majority control of Apex Holdings over Agro Capital.

On December 2, 2020, Agro Capital did a 1-for-25 reverse stock split on its common shares which was accounted for retrospectively.

On February 25, 2021, Agro Capital, Apex Holdings, Inc. and stockholders of Apex Holdings, Inc., who collectively owned 100% of Apex Holdings, Inc., entered into and consummated transactions pursuant to a share exchange agreement, such transaction referred to as the Share Exchange, whereby the Company issued to the stockholders an aggregate of 34,43,300 shares of its common stock, in exchange for 100% of the shares of Apex Holdings, Inc. The 2,000,000 shares of ACMB common stock were retired by the company.

Furthermore, the Board designated 2,000 shares of Series A Preferred stock with super voting rights that were issued equally to Scott Benson and Ted Hicks. The holders of the Series A Preferred Stock are entitled to 100,000 votes per share on all matters submitted to a vote of the stockholders, including the election of directors. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of common stock that are present in person or represented by proxy. The Series A Preferred shares have no conversion to common rights and no liquidation preference.

Prior to the merger, consulting shares were issued to C&S Advisors, EROP, and Clearview Consulting to assist in the merger transaction.

The shares of the Company’s common stock received by the stockholders of Apex Holdings, Inc. in the Share Exchange constituted approximately 97.7% of Agro Capital’s then issued and outstanding common stock, after giving effect to the issuance of shares pursuant to the share exchange agreement. As a result of the Share Exchange, Apex Holdings, Inc. became the Company’s wholly owned subsidiary.

The share exchange transaction resulting into a reverse acquisition was accounted for as a business combination under a common control.

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The accompanying financial statements include the accounts of Apex Solutions, Inc. and its wholly owned subsidiary. All intercompany transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses recognized during the reported period. Actual results could differ from those estimates.

F-7

Reclassification

Certain prior year amounts have been reclassified to conform to the current year presentation. Deferred rent and deferred revenue have been included in accrued liabilities and other current liabilities. The amounts for the prior periods have been reclassified to be consistent with the current year presentation and have no impact on previously reported total assets, total stockholders’ deficit or net loss.

Fair Value Measurements

The Company recognizes and discloses the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). Each level of input has different levels of subjectivity and difficulty involved in determining fair value.

● Level 1—Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date.

● Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

● Level 3— Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Accounts Receivable, Net

Accounts receivable is recorded net of cash discounts for prompt payment and return allowances.

This account is composed of the following:

	September
	2021		2020
Current:
Accounts Receivable	$	588,733	$	204,854
Allowance for Bad Debts		115,985		68,043
Due from Officers		549		1,382
Accounts Receivable, net	$	473,297	$	138,193

F-8

Inventories

At the end of the reporting period, cannabis inventories are valued at the lower of cost and net realizable value. Cost includes the raw materials used, the direct labor incurred, and the standard cost for variable and fixed overhead such as the cost of utilities for the equipment, usage of electric power, gas, powders, water, packaging material, maintenance for the facilities and equipment, depreciation expenses related to the manufacturing equipment and facilities owned, roll-outs of any new product lines, testing, and transportation of products.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. Cannabis inventories for sale are written down to their net realizable values when such accounts are less than their carrying values.

The Company regularly reviews inventory quantities in consideration of actual loss experiences, projected future demand and remaining shelf life to record a provision for excess and obsolete inventory when appropriate.

Fair Value of Financial Instruments

Carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, prepaid and other current assets, accounts payable, accrued expenses and other liabilities and related party payables approximate fair value due to their short maturities.

Property and Equipment

Property, plant, and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method. Repairs and maintenance costs are expensed as incurred. Estimated useful lives in years are as follows:

Description	Estimated Useful Life
Furniture		5 - 7
Laboratory equipment		3 - 5
Computer and equipment		3 - 5
Software		5

F-9

Revenue Recognition

The Company recognizes revenue from the sales of consumer-packaged goods upon delivery of those goods to its customers in fulfillment of customer orders on a First-in First–out FOB destination basis. Occasionally, the Company also wholesales it products in bulk quantities to other licensed manufacturers or performs manufacturing as a service on behalf of other licensed manufacturers in some cases taking ownership of the inventory and in other cases without taking ownership of the underlying inventory.

Revenue is now recognized in accordance with FASB ASC Topic 606, Revenue Recognition. The guidance for comprehensive revenue recognition that requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We determined to implement the cumulative effect adjustment approach to our implementation of FASB ASC Topic 606, with no restatement of the comparative periods presented. We intend to apply this method to any incomplete contracts we determine are subject to FASB ASC Topic 606 prospectively. As is more fully discussed below, we are of the opinion that none of our contracts for services or products contain significant financing components that require revenue adjustment under FASB ASC Topic 606.

In accordance with FASB ASC Topic 606, Revenue Recognition, we will recognize revenue when persuasive evidence of a significant financing component exists in our consulting and product sales contracts. We examine and evaluate when our customers become liable to pay for goods and services; how much consideration is paid as compared to the cash selling price of the goods or services; and, the length of time between our performance and the receipt of payment.

Cost of Goods Sold

Costs of goods sold includes direct costs related to the sale of the Company’s cannabis products, write-downs of excess and obsolete inventories and amortization of intangible assets.

Shipping and Handling Costs

Shipping and handling costs are expensed as incurred and are included in cost of goods sold.

Research and Development Expenses

Research and development expenses are expensed as incurred and consist primarily of personnel costs, including salaries, benefits, and stock - based compensation, consulting, materials, supplies, and facilities and other overhead allocations.

Marketing Expenses

The Company expenses the costs of marketing, including promotional expenses, as incurred. Marketing expenses were $31,586 for period ended September 30, 2021, and $42,846 for the year ended September 30, 2020.

Income Taxes

The Company accounts for income taxes using the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established to reduce deferred tax assets when management estimates, based on available objective evidence, that it is more likely than not that the benefit will not be realized for the deferred tax assets.

F-10

The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. No interest expense was recognized during the periods presented.

Stock-Based Compensation

The Company will recognize stock-based compensation in the future for equity awards on a straight-line basis over their vesting periods based on the grant date fair value. The Company estimates the fair value of stock options granted using the Black-Scholes pricing model. This model also requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. Equity instruments issued to nonemployees are recorded at their fair value on the measurement date and are subject to periodic adjustment as the underlying equity instruments vest.

Comprehensive Loss

Comprehensive loss is the change in equity of an enterprise, except those resulting from stockholder transactions. Accordingly, comprehensive loss includes certain changes in equity that are excluded from net loss. For the period ended September 30, 2021 and period ended September 30, 2020, the Company’s comprehensive loss is equal to net loss. There were no components of other comprehensive loss for any of the periods presented.

Net Loss Per Share

Basic net loss per share attributable to common stockholders is calculated based on the weighted-average number of shares of the Company’s common stock outstanding during the period. Diluted net loss per share attributable to common stockholders is calculated based on the weighted-average number of shares of the Company’s common stock outstanding and other dilutive securities outstanding during the period. The potential dilutive shares of common stock resulting from the assumed exercise of outstanding stock options, warrants and the assumed conversion of preferred stock are determined under the treasury stock method.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations except as noted below:

In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business (Topic 805), which changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs by more closely aligning it with how outputs are described in ASC 606. The ASU is effective for annual reporting periods beginning after December 15, 2017, and for interim periods within those years. Adoption of this ASU did not have a significant impact on the Company’s consolidated results of operations, cash flows and financial position.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. The amendment became effective for public companies with fiscal years beginning after December 15, 2020. The Company is evaluating the impact of this amendment on its consolidated financial statements.

In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The Company believes the adoption will modify the way the Company analyzes financial instruments, but it does not anticipate a material impact on results of operations. The Company is in the process of determining the effects adoption will have on its consolidated financial statements.

F-11

GOING CONCERN

The Company has a limited operating history and its prospects are subject to risks, expenses and uncertainties frequently encountered by companies in the industry. The Company’s ability to generate income in the short-run will depend greatly on the rate of adoption and ability to establish a sustainable market for cannabis products. The Company continues its research and development efforts for its products, which will require significant funding. If revenues fall short of expectations or research and development efforts require higher than anticipated capital, then there may be a negative impact on the financial viability of the Company.

The Company has incurred recurring losses and negative cash flows from operations prior to 2021 and has funded its operating losses through the sale of common stock in public and private offerings and the issuance of common stock. Since inception, the Company raised net proceeds of $4,438,928 million in private offerings of its common stock. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.

The Company plans to increase working capital by managing its cash flows and expenses, securing financing and increasing revenue. The Company continues to pursue additional channel distribution expansion for its cannabis products to provide even broader access to consumers. Risks include, but are not limited to, the uncertainty of availability of additional financing and the uncertainty of achieving future profitability. Management of the Company intends to raise additional funds through the issuance of equity securities. Failure to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending could have a material adverse effect on the Company’s ability to achieve its intended business objectives. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not contain any adjustments that might result from the resolution of any of the above uncertainties.

As shown in the accompanying consolidated financial statements, the Company incurred a net loss of $221,595 for the period ended September 30, 2021 and a net loss of $3,150,284 for the period ended September 30, 2020. As of September 30, 2021, the Company had a negative working capital of approximately $1 million. While management of the Company believes that it has a plan to fund ongoing operations, there is no assurance that its plan will be successfully implemented.

3. BALANCE SHEET DETAILS

	September,
	2021		2020
	(in thousands)
Inventories:
Finished goods	$	2,150,878	$	858,722

	September,
	2021			2020
	(in thousands)
Property and equipment, net:
Leasehold improvements	$	477		$	450
Machinery and equipment		425			413
Containers		111			109
Vehicles		126			90
Computers		53			49
		1,192			1,111
Less: accumulated depreciation		(453	)		(189	)
	$	739		$	9,22

Depreciation expense for the periods ended September 30, 2021, and September 30, 2020 were $115,910, and $141,421, and $111,087 respectively.

F-12

	September 30,
	2021		2020
	(in thousands)
Accrued liabilities:
Payroll	$	85	$	135
Payroll Tax Liabilities		1,018		491
Other		8		8
	$	1,111	$	634

4. RELATED PARTY PAYABLES

Since inception, the founding executives of the Company have made advances to cover short-term operating expenses. Additionally, since the beginning of 2019 a portion of their compensation has been deferred and is included in this balance. These advances and deferred compensation are non-interest bearing and have periodically been repaid to these executives. Related party payables as of September 30,2021 was $153,010.

5. COMMITMENTS AND CONTINGENCIES

Commitments

The following table summarizes the Company’s commitments as of December 31, 2020 (in thousands):

	Total		2021		2022		2023
Facility lease	$	846,000	$	282,000	$	282,000	$	282,000
Equipment lease	$	618,300	$	277,944	$	277,944	$	62,412
Total	$	1,464,300	$	559,944	$	559,944	$	344,412

On January 8, 2021, the Company signed a lease for 5,848 square feet of office and laboratory space on a 12,750 square feet lot in Oakland, California. The lease expires on December 31, 2023. Rent expense for the 3^rd quarter period ended September 30, 2021 and September 30, 2020 was $511,499, and $345,214, respectively.

Legal Proceedings

The Company is not currently a party to any legal proceedings. The Company is not aware of any pending legal proceeding to which any of its officers, directors, or any beneficial holders of 5% or more of its voting securities are averse to the Company or have a material interest adverse to the Company.

Indemnification

The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third-party with respect to the Company’s technology. The term of these indemnification agreements is generally perpetual. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future, but have not yet been made.

The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. No liability associated with such indemnifications has been recorded to date.

F-13

6. STOCKHOLDERS’ EQUITY

Common Stock

As described in Note 1, on December 2, 2020, the Board and a majority of our shareholders, approved a 1-for-25 reverse stock split of the issued and outstanding shares of common stock of the Company, reducing the issued and outstanding shares of Common Stock from 69,912,152 to 2,796,486 post reverse split shares.

In December 2020, Apex Holdings, Inc. purchased 2,000,000 of the 2,796,485 $.001 par value outstanding common shares of Agro Capital Management for One Hundred Ten Thousand U.S. Dollars ($110,000). The 2,000,000 shares of common stock provided a majority control of Apex Holdings over Agro Capital.

On February 25, 2021, Agro Capital, Apex Holdings, Inc. and stockholders of Apex Holdings, Inc., who collectively owned 100% of Apex Holdings, Inc., entered into and consummated transactions pursuant to a share exchange agreement, such transaction referred to as the Share Exchange, whereby the Company issued to the stockholders an aggregate of 34,43,300 shares of its common stock, in exchange for 100% of the shares of Apex Holdings, Inc. The 2,000,000 shares of ACMB common stock were retired by the company.

In the months of July and August 2021, the Company raised net proceeds of $3,000,000 from the sale of 10,000,000 shares of common stock at $0.30 per share and an additional $6,000,000 from the sale of 10 million share warrants at $0.60 per share, in a private equity offering.

Preferred Stock

The Board of Directors designated 2,000 shares of Series A Preferred stock with super voting rights that were issued equally to Scott Benson and Ted Hicks. The holders of the Series A Preferred Stock are entitled to 100,000 votes per share on all matters submitted to a vote of the stockholders, including the election of directors. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of common stock that are present in person or represented by proxy. The Series A Preferred shares have no conversion to common rights and no liquidation preference.

Equity Incentive Plan

On July 7, 2021, the Company adopted the 2021 Equity Incentive Plan, or the 2021 Plan, which permits the Company to grant stock options to directors, officers or employees of the Company or others to purchase shares of common stock of the Company through awards of incentive and nonqualified stock options, restricted stock awards and stock appreciation rights.

The total number of shares reserved and available for grant and issuance pursuant to the 2021 Plan is 3,200,000. Shares issued under the 2021 Plan are drawn from authorized and unissued shares or shares now held or subsequently acquired by the Company.

7. STOCK-BASED COMPENSATION

The Company will utilize in the future estimates at the fair value of stock options granted using the Black-Scholes pricing model. This model also requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. For employee grants, the fair value is amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. As of December 31, 2020, there were no compensation costs related to unvested, but not yet recognized, stock-based awards. These costs, once incurred, will be amortized on a straight-line basis over a weighted average remaining period of 3.02 years and will be adjusted for subsequent changes in estimated forfeitures.

8. EMPLOYEE BENEFIT PLAN

The Company may sponsor a 401(k) defined contribution plan for its employees in the future. This plan provides for tax deferred salary deductions for all full-time employees. Employee contributions are voluntary. Employees may contribute up to 100% of their annual compensation to this plan, as limited by an annual maximum amount as determined by the Internal Revenue Service. The Company may match employee contributions in amounts to be determined at the Company’s sole discretion. The Company has made no contributions to the plan for the year ended December 31, 2020 and the year ended December 31, 2019.

9. INCOME TAXES AND FEDERAL LOANS

No federal income taxes were provided in the year ended December 31, 2020 and year ended December 31, 2019 due to the Company’s net losses. The provision of income taxes consists of state minimum income taxes.

10. SUBSEQUENT EVENTS

On June 30th, 2021, the Company acquired a 5,000 sq ft building in Oklahoma in exchange for 500,000 common shares. The intended use of the building is to serve as the distribution and manufacturing hub for Oklahoma operations. Inspections for licensing are underway with operations planned for distribution to begin in Q3 of 2021 and manufacturing in Q of 2021. All planned operational dates are subject to the permitting and licensing process of the state.

F-14

AGRO CAPITAL MANAGEMENT CORP.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the board of directors of Agro Capital Management Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Agro Capital Management Corp. (the “Company”) as of December 31, 2020 and 2019, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ BF Borgers CPA PC

BF Borgers CPA PC

We have served as the Company’s auditor since 2021

Lakewood, CO

October 15, 2021

F-15

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

	December 31,
	2020			2019
ASSETS
Current assets:
Cash and cash equivalents	$	25		$	52
Accounts receivable, net		281			171
Inventories		95			219
Prepaid expenses and other current assets		106			46
Total current assets		507			488
Property and equipment, net		806			917
Total assets	$	1,313		$	1,405
LIABILITIES, CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	1,596		$	588
Accrued liabilities and other current liabilities		2,332		$	769
Total current liabilities		3,928			1,357
Non - current liabilities:
Loans payable		29		$	1,428
Loans from Officers		364		$	319
Related party payables		281			—
Total non - current liabilities		674			1,748
Total liabilities		4,602			3,105
Stockholders’ equity (deficit):
Common stock, $0.001 par value; 200,000,000 shares authorized; 137,720 shares issued and outstanding as of December 31, 2020 and 2019 ACMB Common Stock, $0.001 par value; 75,000,000 shares authorized, 2,796,485 and 796,485 shares issued and outstanding as of December 31, 2020 and 2019, respectively		3			1
Preferred stock, $0.001 par value, 2000 shares authorized; 2,000 shares issued and outstanding as of December 31, 2020		0			—
Additional paid in capital		9,465			8,434
Accumulated deficit		(12,757	)		(10,135	)
Total stockholders’ equity (deficit)		(3,289	)		(1,700	)
Total liabilities, convertible redeemable preferred stock and stockholders’ equity (deficit)	$	1,313		$	1,405

The accompanying notes are an integral part of these consolidated financial statements.

F-16

AGRO CAPITAL MANAGEMENT CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share data)

	Year ended December 31,			Year ended December 31,
	2020			2019
Revenues, net	$	4,752		$	5,319
Cost of goods sold		1,064			4,969
Gross profit		3,688			350
Operating expenses:
Sales and marketing		194			335
General and administrative		7,030			3,590
Total operating expenses		7,224			3,925
Loss from operations		(3,536	)		(3,575	)
Other income (expense), net		1,268			(143	)
Interest expense		(354	)		(376	)
Loss before income taxes		(2,622	)		(4,094	)
Net and comprehensive loss		(2,622	)		(4,094	)
Net loss available to common stockholders	$	(2,622	)	$	(4,094	)
Basic and diluted net loss available to common stockholders per share	$	(.08	)	$	(0.14	)
Shares used in computing basic and diluted net loss per share		32,512,667			30,073,968

The accompanying notes are an integral part of these consolidated financial statements.

F-17

AGRO CAPITAL MANAGEMENT CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands, except share data)

	Common Stock				Preferred Stock				AdditionalPaid -in		Total Stockholders’			Equity
	Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)
Balance on January 1, 2019, Apex Holdings		91,720	$	0.092		—		—	$	2,293	$	(1,046	)	$	1,247
Balance on January 1, 2019, ACMB		796,485		0.796		—		—		4,992		(4,995	)		(3	)
Issuance of common stock for capital proceeds, Apex Holdings		46,000		0.046		—		—		1,150		—			1,150
Net and comprehensive income (loss)		—		—						—	$	(4,094	)	$	(4,094	)
Balance on December 31, 2019		934,205	$	0.934		—		—		8,435	$	(10,135	)	$	(1,700	)
Additional issuance for the year, ACMB		2,000,000		2,000		2,000		0.002		18					20
Sale of Apex Brands										1,012					1,012
Net and comprehensive income (loss)				—						—	$	(2,622	)	$	(2,622	)
Balance on December 31, 2020		2,934,205	$	3		2,000		.0002	$	9,465	$	(12,757	)	$	(3,289	)

The accompanying notes are an integral part of these consolidated financial statements

F-18

AGRO CAPITAL MANAGEMENT CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year ended December 31,			Year ended December 31,
	2020			2019
Cash flows from operating activities:
Net loss	$	(2,622	)	$	(4,094	)
Adjustments to reconcile net loss to net cash used in operating activities:
Theft Loss		(102	)		—
Depreciation and amortization ..		148			141
Gain on sale .		10			—
Bad debts expense		47			514
Interest expense .		8			191
Changes in assets and liabilities:
Accounts receivable		(158	)		(149	)
Due from officers		3			—
Inventories		123			(160	)
Prepaid expenses and other assets		(60	)		(1	)
Accounts payable		1,008			(51	)
Payroll liabilities		497			241
Accrued expenses		1			0
Excise tax payable		719			152
Accrued interest and penalties payable .		345			186
Other current liabilities		3			—
Cash used in operating activities		(21	)		(3,030	)
Interest paid .		(5	)		(33	)
Net cash used in operating activities		(35	)		(3,063	)
Cash flows from investing activities:
Proceeds from disposal of property and equipment		10			—
Payment of loan to acquire a service vehicle		(8	)		(13	)
Acquisitions of property and equipment		(37	)		(276	)
Net cash used in investing activities		(35	)		(289	)
Cash flows from financing activities:
Loans from officers		44			320
Proceeds from availed interest-bearing loans		—			1,012
Proceeds from share issuance		—			1,150
Net cash provided by financing activities		44			2,482
Net increase (decrease) in cash and cash equivalents		(26	)		(870	)
Cash and cash equivalents at beginning of year		51			921
Cash and cash equivalents at end of year	$	25		$	51
Supplemental disclosures:
Income taxes paid	$	—		$	—

The accompanying notes are an integral part of these consolidated financial statements.

F-19

AGRO CAPITAL MANAGEMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. FORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

FORM S-1 DISCLOSURE

On February 25, 2021, the Company effectively acquired Apex Holdings, Inc. in a Reverse Merger business combination transaction and of which the Company was a shell company prior to such acquisition is now entering into a business combination, other than a business combination with a shell company, as those terms are defined in Rule 12b-2 under the Exchange Act, according to Item 2.01(f) of Form 8-K, the registrant is required to disclose the information that would be required if the registrant were filing a general form for registration of securities under the Exchange Act on Form S-1.

We hereby provide below information that would be included in this Form S-1 registration statement.

Description of Business

Agro Capital Management Corp. is incorporated under the laws of the state of Nevada and originally incorporated on November 12, 2013 in Nevada under the name GUATE TOURISM INC. We have only one wholly owned subsidiary, Apex Holdings, Inc. a Nevada corporation.

The parent Company Agro Capital Management is a diversified holding company providing extraction, management, and consulting services. We are a trusted partner to the cultivation, manufacturing, and retail side of the business. As a holding company, our subsidiaries are able to leverage the strengths of each other, as well as a larger balance sheet, to succeed.

Our markets are experiencing booming demand. We believe investors can benefit by becoming involved either directly in the market or as a supplier to companies serving the market. Agro Capital intends to focus on both in its investment and acquisition strategy. Worldwide revenue streams are projected to grow to $75B by 2027 with US markets making up the bulk of the projected revenue stream.

Agro Capital Management has built a world class operational management team designed to maximize the opportunities. Operators in the space face numerous challenges related to compliance, logistics, security, and legal. The ACMB management team identifies operations that can benefit from the access to capital available in the public markets leverage with the operation expertise of our internal resources. Management will continue to identify operations that can bring cost savings and expansion opportunities to existing portfolio companies.

The ACMB team includes members trained in the Deming management method of continuous improvement of the manufacturing process to drive efficiencies and reduce cost. This is balanced with team members degreed in neuroscience and chemical engineering to maximize process flows that result in the highest-grade product available in the market. Our team has M&A experience that includes financial experience bringing operators public. Apex’s proprietary manufacturing processes have earned the company a defensible market position, reputation for high-quality and award-winning product, and a growing sales pipeline. Apex has established sustainable and diversified revenue by servicing several of top brands while simultaneously building the Apex brand and family of products. The company is one of “California’s most highly-awarded” brands within its targeted product categories. Expansion alternatives are under consideration in other licensed states using a combination of franchise, white label manufacturing, and opportunistic acquisitions.

Agro Capital is our business development arm which is focused on identifying and acquiring revenue producing assets and licenses both nationally and internationally. The team is actively reviewing opportunities for expansion in Nevada, Washington, Oklahoma, Georgia, and New York.

F-20

Share Exchange

In December 2020, Apex Holdings, Inc. purchased 2,000,000 of the 2,796,485 $.001 par value outstanding common shares of Agro Capital Management for One Hundred Ten Thousand U.S. Dollars ($110,000). The 2,000,000 shares of common stock provided a majority control of Apex Holdings over Agro Capital.

On December 2, 2020, Agro Capital did a 1-for-25 reverse stock split on its common shares which was accounted for retrospectively.

On February 25, 2021, Agro Capital, Apex Holdings, Inc. and stockholders of Apex Holdings, Inc., who collectively owned 100% of Apex Holdings, Inc., entered into and consummated transactions pursuant to a share exchange agreement, such transaction referred to as the Share Exchange, whereby the Company issued to the stockholders an aggregate of 34,43,300 shares of its common stock, in exchange for 100% of the shares of Apex Holdings, Inc. The 2,000,000 shares of ACMB common stock were retired by the company.

Furthermore, the Board designated 2,000 shares of Series A Preferred stock with super voting rights that were issued equally to Scott Benson and Ted Hicks. The holders of the Series A Preferred Stock are entitled to 100,000 votes per share on all matters submitted to a vote of the stockholders, including the election of directors. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of common stock that are present in person or represented by proxy. The Series A Preferred shares have no conversion to common rights and no liquidation preference.

Prior to the merger, consulting shares were issued to C&S Advisors, EROP, and Clearview Consulting to assist in the merger transaction.

The shares of the Company’s common stock received by the stockholders of Apex Holdings, Inc. in the Share Exchange constituted approximately 97.7% of Agro Capital’s then issued and outstanding common stock, after giving effect to the issuance of shares pursuant to the share exchange agreement. As a result of the Share Exchange, Apex Holdings, Inc. became the Company’s wholly owned subsidiary.

The share exchange transaction resulting into a reverse acquisition was accounted for as a business combination under a common control.

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The accompanying financial statements include the accounts of Apex Solutions, Inc. and its wholly owned subsidiary. All intercompany transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses recognized during the reported period. Actual results could differ from those estimates.

F-21

Reclassification

Certain prior year amounts have been reclassified to conform to the current year presentation. Deferred rent and deferred revenue have been included in accrued liabilities and other current liabilities. The amounts for the prior periods have been reclassified to be consistent with the current year presentation and have no impact on previously reported total assets, total stockholders’ deficit or net loss.

Fair Value Measurements

The Company recognizes and discloses the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). Each level of input has different levels of subjectivity and difficulty involved in determining fair value.

● Level 1—Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date.

● Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

● Level 3— Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Accounts Receivable, Net

Accounts receivable is recorded net of cash discounts for prompt payment and return allowances.

This account is composed of the following:

	2020		2019
Current:
Accounts Receivable	$	396,499	$	238,841
Allowance for Bad Debts		115,985		68,043
Due from Officers		549		1,382
Accounts Receivable, net	$	281,063	$	172,180

F-22

Inventories

At the end of the reporting period, cannabis inventories are valued at the lower of cost and net realizable value. Cost includes the raw materials used, the direct labor incurred, and the standard cost for variable and fixed overhead such as the cost of utilities for the equipment, usage of electric power, gas, powders, water, packaging material, maintenance for the facilities and equipment, depreciation expenses related to the manufacturing equipment and facilities owned, roll-outs of any new product lines, testing, and transportation of products.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. Cannabis inventories for sale are written down to their net realizable values when such accounts are less than their carrying values.

The Company regularly reviews inventory quantities in consideration of actual loss experiences, projected future demand and remaining shelf life to record a provision for excess and obsolete inventory when appropriate.

Fair Value of Financial Instruments

Carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, prepaid and other current assets, accounts payable, accrued expenses and other liabilities and related party payables approximate fair value due to their short maturities.

Property and Equipment

Property, plant, and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method. Repairs and maintenance costs are expensed as incurred. Estimated useful lives in years are as follows:

Description	Estimated Useful Life
Furniture		5 - 7
Laboratory equipment		3 - 5
Computer and equipment		3 - 5
Software		5

F-23

Revenue Recognition

The Company recognizes revenue from the sales of consumer-packaged goods upon delivery of those goods to its customers in fulfillment of customer orders on a First-in First–out FOB destination basis. Occasionally, the Company also wholesales it products in bulk quantities to other licensed manufacturers or performs manufacturing as a service on behalf of other licensed manufacturers in some cases taking ownership of the inventory and in other cases without taking ownership of the underlying inventory.

Revenue is now recognized in accordance with FASB ASC Topic 606, Revenue Recognition. The guidance for comprehensive revenue recognition that requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We determined to implement the cumulative effect adjustment approach to our implementation of FASB ASC Topic 606, with no restatement of the comparative periods presented. We intend to apply this method to any incomplete contracts we determine are subject to FASB ASC Topic 606 prospectively. As is more fully discussed below, we are of the opinion that none of our contracts for services or products contain significant financing components that require revenue adjustment under FASB ASC Topic 606.

In accordance with FASB ASC Topic 606, Revenue Recognition, we will recognize revenue when persuasive evidence of a significant financing component exists in our consulting and product sales contracts. We examine and evaluate when our customers become liable to pay for goods and services; how much consideration is paid as compared to the cash selling price of the goods or services; and, the length of time between our performance and the receipt of payment.

Cost of Goods Sold

Costs of goods sold includes direct costs related to the sale of the Company’s cannabis products, write-downs of excess and obsolete inventories and amortization of intangible assets.

Shipping and Handling Costs

Shipping and handling costs are expensed as incurred and are included in cost of goods sold.

Research and Development Expenses

Research and development expenses are expensed as incurred and consist primarily of personnel costs, including salaries, benefits, and stock - based compensation, consulting, materials, supplies, and facilities and other overhead allocations.

Marketing Expenses

The Company expenses the costs of marketing, including promotional expenses, as incurred. Marketing expenses were $32,198 for year ended December 31, 2020, and $49,333 for the year ended December 31, 2019.

Income Taxes

The Company accounts for income taxes using the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established to reduce deferred tax assets when management estimates, based on available objective evidence, that it is more likely than not that the benefit will not be realized for the deferred tax assets.

The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. No interest expense was recognized during the periods presented.

F-24

Stock-Based Compensation

The Company will recognize stock-based compensation in the future for equity awards on a straight-line basis over their vesting periods based on the grant date fair value. The Company estimates the fair value of stock options granted using the Black-Scholes pricing model. This model also requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. Equity instruments issued to nonemployees are recorded at their fair value on the measurement date and are subject to periodic adjustment as the underlying equity instruments vest.

Comprehensive Loss

Comprehensive loss is the change in equity of an enterprise, except those resulting from stockholder transactions. Accordingly, comprehensive loss includes certain changes in equity that are excluded from net loss. For the year ended December 31, 2020 and year ended December 31, 2019, the Company’s comprehensive loss is equal to net loss. There were no components of other comprehensive loss for any of the periods presented.

Net Loss Per Share

Basic net loss per share attributable to common stockholders is calculated based on the weighted-average number of shares of the Company’s common stock outstanding during the period. Diluted net loss per share attributable to common stockholders is calculated based on the weighted-average number of shares of the Company’s common stock outstanding and other dilutive securities outstanding during the period. The potential dilutive shares of common stock resulting from the assumed exercise of outstanding stock options, warrants and the assumed conversion of preferred stock are determined under the treasury stock method.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations except as noted below:

In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business (Topic 805), which changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs by more closely aligning it with how outputs are described in ASC 606. The ASU is effective for annual reporting periods beginning after December 15, 2017, and for interim periods within those years. Adoption of this ASU did not have a significant impact on the Company’s consolidated results of operations, cash flows and financial position.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. The amendment became effective for public companies with fiscal years beginning after December 15, 2020. The Company is evaluating the impact of this amendment on its consolidated financial statements.

In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The Company believes the adoption will modify the way the Company analyzes financial instruments, but it does not anticipate a material impact on results of operations. The Company is in the process of determining the effects adoption will have on its consolidated financial statements.

F-25

2. GOING CONCERN

The Company has a limited operating history and its prospects are subject to risks, expenses and uncertainties frequently encountered by companies in the industry. The Company’s ability to generate income in the short-run will depend greatly on the rate of adoption and ability to establish a sustainable market for cannabis products. The Company continues its research and development efforts for its products, which will require significant funding. If revenues fall short of expectations or research and development efforts require higher than anticipated capital, then there may be a negative impact on the financial viability of the Company.

The Company has incurred recurring losses and negative cash flows from operations prior to 2021 and has funded its operating losses through the sale of common stock in public and private offerings and the issuance of common stock. Since inception, the Company raised net proceeds of $4,438,928 million in private offerings of its common stock. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.

The Company plans to increase working capital by managing its cash flows and expenses, securing financing and increasing revenue. The Company continues to pursue additional channel distribution expansion for its cannabis products to provide even broader access to consumers. Risks include, but are not limited to, the uncertainty of availability of additional financing and the uncertainty of achieving future profitability. Management of the Company intends to raise additional funds through the issuance of equity securities. Failure to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending could have a material adverse effect on the Company’s ability to achieve its intended business objectives. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not contain any adjustments that might result from the resolution of any of the above uncertainties.

As shown in the accompanying consolidated financial statements, the Company incurred a net loss of $4,087,747 million during the year ended December 31, 2019, and had a net loss of $2,608,835 million as of December 31, 2020. As of December 31, 2020, the Company had a negative working capital of approximately $3.42 million. While management of the Company believes that it has a plan to fund ongoing operations, there is no assurance that its plan will be successfully implemented.

3. BALANCE SHEET DETAILS

	December 31,
	2020		2019
	(in thousands)
Inventories:
Finished goods	$	95,483	$	218,770

	December 31,
	2020			2019
	(in thousands)
Property and equipment, net:
Leasehold improvements	$	453		$	450
Machinery and equipment		417			417
Containers		111			109
Vehicles		109			81
Computers		53			49
		1,143			1,106
Less: accumulated depreciation		(337	)		(189	)
	$	806		$	917

Depreciation expense for the year ended December 31, 2020 and year ended December 31, 2019 was $148,116 and $141,421, respectively.

F-26

	December 31,
	2020		2019
	(in thousands)
Accrued liabilities:
Payroll	$	86	$	98
Payroll Tax Liabilities		706		196
Other		8		7
	$	800	$	301

4. RELATED PARTY PAYABLES

Since inception, the founding executives of the Company have made advances to cover short-term operating expenses. Additionally, since the beginning of 2019 a portion of their compensation has been deferred and is included in this balance. These advances and deferred compensation are non-interest bearing and have periodically been repaid to these executives. Related party payables as of December 31, 2020 was $645,658.

5. COMMITMENTS AND CONTINGENCIES

Commitments

The following table summarizes the Company’s commitments as of December 31, 2020 (in thousands):

	Total		2021		2022		2023
Facility lease	$	846,000	$	282,000	$	282,000	$	282,000
Equipment lease	$	618,300	$	277,944	$	277,944	$	62,412
Total	$	1,464,300	$	559,944	$	559,944	$	344,412

On January 8, 2021, the Company signed a lease for 5,848 square feet of office and laboratory space on a 12,750 square feet lot in Oakland, California. The lease expires on December 31, 2023. Rent expense for the year ended December 31, 2020 and year ended December 31, 2019 was $292,482, and $207,983, respectively.

Legal Proceedings

The Company is not currently a party to any legal proceedings. The Company is not aware of any pending legal proceeding to which any of its officers, directors, or any beneficial holders of 5% or more of its voting securities are averse to the Company or have a material interest adverse to the Company.

Indemnification

The Company enters into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third-party with respect to the Company’s technology. The term of these indemnification agreements is generally perpetual. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable because it involves claims that may be made against the Company in the future, but have not yet been made.

The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual. The Company has not incurred costs to defend lawsuits or settle claims related to these indemnification agreements. No liability associated with such indemnifications has been recorded to date.

F-27

6. STOCKHOLDERS’ EQUITY

Common Stock

As described in Note 1, on December 2, 2020, the Board and a majority of our shareholders, approved a 1-for-25 reverse stock split of the issued and outstanding shares of common stock of the Company, reducing the issued and outstanding shares of Common Stock from 69,912,152 to 2,796,486 post reverse split shares.

In December 2020, Apex Holdings, Inc. purchased 2,000,000 of the 2,796,485 $.001 par value outstanding common shares of Agro Capital Management for One Hundred Ten Thousand U.S. Dollars ($110,000). The 2,000,000 shares of common stock provided a majority control of Apex Holdings over Agro Capital.

On February 25, 2021, Agro Capital, Apex Holdings, Inc. and stockholders of Apex Holdings, Inc., who collectively owned 100% of Apex Holdings, Inc., entered into and consummated transactions pursuant to a share exchange agreement, such transaction referred to as the Share Exchange, whereby the Company issued to the stockholders an aggregate of 36,875,055 shares of its common stock, in exchange for 100% of the shares of Apex Holdings, Inc. The 2,000,000 shares of ACMB common stock were retired by the company.

Preferred Stock

The Board of Directors designated 2,000 shares of Series A Preferred stock with super voting rights that were issued equally to Scott Benson and Ted Hicks. The holders of the Series A Preferred Stock are entitled to 100,000 votes per share on all matters submitted to a vote of the stockholders, including the election of directors. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of common stock that are present in person or represented by proxy. The Series A Preferred shares have no conversion to common rights and no liquidation preference.

Equity Incentive Plan

On July 7, 2021, the Company adopted the 2021 Equity Incentive Plan, or the 2021 Plan, which permits the Company to grant stock options to directors, officers or employees of the Company or others to purchase shares of common stock of the Company through awards of incentive and nonqualified stock options, restricted stock awards and stock appreciation rights.

The total number of shares reserved and available for grant and issuance pursuant to the 2021 Plan is 3,200,000. Shares issued under the 2021 Plan are drawn from authorized and unissued shares or shares now held or subsequently acquired by the Company.

7. STOCK-BASED COMPENSATION

The Company will utilize in the future estimates at the fair value of stock options granted using the Black-Scholes pricing model. This model also requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. For employee grants, the fair value is amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. As of December 31, 2020, there were no compensation costs related to unvested, but not yet recognized, stock-based awards. These costs, once incurred, will be amortized on a straight-line basis over a weighted average remaining period of 3.02 years and will be adjusted for subsequent changes in estimated forfeitures.

F-28

8. EMPLOYEE BENEFIT PLAN

The Company may sponsor a 401(k) defined contribution plan for its employees in the future. This plan provides for tax deferred salary deductions for all full-time employees. Employee contributions are voluntary. Employees may contribute up to 100% of their annual compensation to this plan, as limited by an annual maximum amount as determined by the Internal Revenue Service. The Company may match employee contributions in amounts to be determined at the Company’s sole discretion. The Company has made no contributions to the plan for the year ended December 31, 2020 and the year ended December 31, 2019.

9. INCOME TAXES AND FEDERAL LOANS

No federal income taxes were provided in the year ended December 31, 2020 and year ended December 31, 2019 due to the Company’s net losses. The provision of income taxes consists of state minimum income taxes.

10. SUBSEQUENT EVENTS

In the months of July and August 2021, the Company raised net proceeds of $3,000,000 from the sale of 10,000,000 shares of common stock at $0.30 per share and an additional $6,000,000 from the sale of 10 million share warrants at $0.60 per share, in a private equity offering.

On June 30th, 2021, the company acquired a 5,000 sq ft building in Oklahoma in exchange for 500,000 common shares. The intended use of the building is to serve as the distribution and manufacturing hub for Oklahoma operations. Inspections for licensing are underway with operations planned for distribution to begin in Q3 of 2021 and manufacturing in Q4 of 2021. All planned operational dates are subject to the permitting and licensing process of the state.

F-29

OUTSIDE BACK COVER OF PROSPECTUS

We have not authorized any dealer, salesperson or any other person to give any information or to represent anything other than those contained in this prospectus in connection with the offer contained herein, and, if given or made, you should not rely upon such information or representations as having been authorized by Agro Capital Management Corp. This prospectus does not constitute an offer of any securities other than those to which it relates or an offer to sell, or a solicitation of an offer to buy, to those to which it relates in any state to any person to whom it is not lawful to make such offer in such state. The delivery of this prospectus at any time does not imply that the information herein is correct as of any time after the date of this prospectus.

DEALER PROSPECTUS DELIVERY REQUIREMENT

Until _______________, 2022 [90 days from the date of this prospectus], all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

64

AGRO CAPITAL MANAGEMENT CORP.

30,104,523 Shares

Common Stock

PROSPECTUS

February __, 2022

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses payable by us in connection with the issuance and distribution of the securities being registered. None of the following expenses are payable by the Selling Securityholders. All of the amounts shown are estimates, except for the SEC registration fee.

SEC registration fee	$	*
Legal fees and expenses		*
Accounting fees and expenses		*
Miscellaneous		*
TOTAL	$	*
*To be filed by amendment

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Sections 78:7502 and 78:751 of the Nevada Revised Statutes provide, under certain circumstances, for the indemnification of our officers, directors, employees and agents against liabilities that they may incur in such capacities. Below is a summary of the circumstances in which such indemnification is provided.

In general, the statute provides that any director, officer, employee or agent of a corporation may be indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred in a proceeding (including any civil, criminal, administrative or investigative proceeding) to which the individual was a party by reason of such status. Such indemnity may be provided if the indemnified person’s actions resulting in the liabilities: (i) were taken in good faith; (ii) were reasonably believed to have been in or not opposed to our best interests; and (iii) with respect to any criminal action, such person had no reasonable cause to believe the actions were unlawful. Unless ordered by a court, indemnification generally may be awarded only after a determination of independent members of the Board of Directors or a committee thereof, by independent legal counsel or by vote of the stockholders that the applicable standard of conduct was met by the individual to be indemnified. Indemnification is mandatory to the extent that any director, officer, employee or agent of a corporation is successful on the merits or otherwise in defense of the above proceedings.

Our bylaws include an indemnification provision under which we have the power to indemnify our directors, officers, former directors and officers, employees and other agents (including heirs and personal representatives) against all costs, charges and expenses actually and reasonably incurred, including an amount paid to settle an action or satisfy a judgment to which a director or officer is made a party by reason of being or having been a director or officer of the Company. Our bylaws further provide for the advancement of all expenses incurred in connection with a proceeding upon receipt of an undertaking by or on behalf of such person to repay such amounts if it is determined that the party is not entitled to be indemnified under our bylaws. No advance will be made by the Company to a party if it is determined that the party acting in bad faith. These indemnification rights are contractual, and as such will continue as to a person who has ceased to be a director, officer, employee or other agent, and will inure to the benefit of the heirs, executors and administrators of such a person.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Our Corporate Bylaws at Article IX provides that the Corporation has accepted a provision indemnifying to the full extent permitted by the law, thereby eliminating or limiting the personal liability of directors, officers, employees or corporate agents for damages for breach of fiduciary duty as a director or officer, but such provision must not eliminate or limit the liability of a director or officer for (a) acts or omissions involving willful misconduct, gross negligence, fraud, or knowing violation of law; or (b) the payments of distributions in violation of Nevada Revised Statutes.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

II-1

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since December 31, 2019, we have issued the following unregistered securities:

Common Stock and Warrants

On October 2, 2020 we issued 50,000,000 shares of our common stock to Barbara McIntyre under a court-ordered settlement of related-party debt.

On January 15, 2021 we issued a restricted stock grant of 56,390 shares of our common stock to Gordon Ellis under the terms of his Employment Agreement with the Company.

On April 2, 2021 we issued James Pekarsky a signing bonus of 5,000 shares and an incentive award of shares after we have filed this Form S-1 for 75,000 shares.

Between June 25, 2021 and August 11, 2021 we issued 10,000,000 shares of our common stock to 18 investors together with warrants to acquire 10,000,000 shares of our common stock.

On June 30, 2021 we issued 500,000 shares of our common stock to One Lowly Lot, LLC for the purchase of a building in Oklahoma City.

On November 30, 2021 we issued 210,000 shares of our common stock to Primo Laboratories LLC.

On November 30, 2021 we issued 700,000 shares of our common stock to EROP Capital, LLC as a debt conversion.

On December 17, 2021 we issued 102,500 shares of our common stock to Jeffery S. Ludlam for services, 5.000 shares of our common stock to Cassey Iser for services and 102,500 shares of our common stock to Russell Kim for services.

On December 23, 2021 we issued 25,000 shares of our common stock to Lady Bug Investments for services and 39,000 shares of our common stock to Joe Dan Rogers for services.

Option Issuances

On April 2, 2021 we granted to James Pekarsky options to purchase an aggregate of 500,000 shares of our common stock under our equity compensation plan.

Securities Issued in Connection with Acquisitions

On October 31, 2020, Barbara Bauman effected a change of control of the Company by selling 50,000,000 shares of the Company’s common stock that she owned and 2,000 shares of the Company’s Series A Preferred Stock that she owned to Apex Holdings, Inc.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. We believe the offers, sales and issuances of the above securities were exempt from registration under the Securities Act (or Regulation D or Regulation S promulgated thereunder) by virtue of Section 4(a)(2) of the Securities Act because the issuance of securities to the recipients did not involve a public offering, or in reliance on Rule 701 because the transactions were pursuant to compensatory benefit plans or contracts relating to compensation as provided under such rule. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.

ITEM 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

See the Exhibit Index immediately preceding the signature page hereto for a list of exhibits filed as part of this registration statement on Form S-1, which Exhibit Index is incorporated herein by reference.

(b) Financial Statement Schedules

All financial statement schedules are omitted because the information called for is not required or is shown either in the consolidated financial statements or in the notes thereto.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

II-2

(1) To file, during any period in which offers, or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iii) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) (i) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(i) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-3

EXHIBIT INDEX

Exhibit No.	Description
2.1**	Agreement and Plan of Merger, dated as of December 29, 2020, by and between Agro Capital Management Corp. and Apex Holdings Inc.
2.3**	Articles of Merger of Agro Capital Management Corp. and Apes Holdings Inc. dated February 24, 2021
3.1**	Articles of Incorporation of Agro Capital Management Corp.
3.2**	Bylaws of Agro Capital Management Corp. Asset Purchase Agreement dated November __, 2021 between Agro Capital Management Corp. and Primo Laboratories LLC
5.1*	Opinion of Culhane Meadows PLLC
10.1**	Stock and Warrant Purchase Agreement dated August 9, 2021 between Agro Capital Management Corp. and Merida Capital Holdings LLC.
10.2**	Warrant dated August 9, 2021 between Agro Capital Management Corp. and Merida Capital Holdings LLC
10.3**	Stock and Warrant Purchase Agreement dated July 6, 2021 between Agro Capital Management Corp. and Maenza Enterprises LLC d/b/a Trendix Enterprises LLC
10.4**	Membership Interest Purchase Agreement dated November 17, 2021 between Agro Capital Management Corp. and Primo Laboratories LLC
10.5**	Executive Employment Agreement dated June 30, 2021 Between Agro Capital Management Corp. and Scott Benson
10.6**	Consulting Agreement dated April 2, 2021 Between Agro Capital Management Corp. and James Pekarsky
10.7**	2021 Stock Incentive Plan
10.8**	Employment Agreement dated January 1, 2020 between Apex Solutions, Inc. and Gordon Ellis
10.9**	Lease dated November 20, 2021 between Agro Capital Management Corp. and Diamond Real Estate, LLC
10.10**	Purchase and Sale Agreement dated June 30, 2021 between Once Lowly Lot, LLC and Agro Capital Management Corp.
21**	Subsidiaries of Agro Capital Management Corp.
23.1**	Consent of BF Borgers CPA PC regarding Agro Capital Management Corp.
23.2*	Consent of Culhane Meadows PLLC (included in Exhibit 5.1)
24.1	Powers of Attorney (included in the signature page to this Registration Statement)

* To be provided by amendment.

** Provided herewith.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on the 24^th day of February, 2022.

AGRO CAPITAL MANAGEMENT CORP.
By:	/s/ Scott Benson
Name:	Scott Benson
Title:	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott Benson as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective on filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Scott Benson	CEO (Principal Executive Officer and Principal Financial and	February 24, 2022
Scott Benson	Accounting Officer and Director
/s/ Ted Hicks	President and Director	February 24, 2022
Ted Hicks
*/s/ Scott Benson	As Attorney-In-Fact*	February 24, 2022
Scott Benson

II-5

EX-2.1

Exhibit 2.1

PLAN OF MERGER AND SHARE EXCHANGE

BY AND BETWEEN

AGRO CAPITAL MANAGEMENT CORP.,

A NEVADA CORPORATION

AND

APEX HOLDINGS, INC.,

A NEVADA CORPORATION

Dated as of December 29, 2020

TABLE OF CONTENTS

		Page
Article I THE MERGER		2
1.1	The Merger	2
1.2	Effect of the Merger	2
1.3	Organizational Documents.	2
1.4	Directors and Officers.	2
1.5	Effect of the Merger on the Capital Stock and Member Interests of the Constituent Entities.	3
1.6	Surrender of Certificates.	5
1.7	No Further Ownership Rights in Target Stock	6
1.8	Lost, Stolen or Destroyed Certificates	6
1.9	Tax Consequences	6
1.10	Taking of Necessary Action; Further Action	7
Article II REPRESENTATIONS AND WARRANTIES OF ACMB		7
2.1	Organization, Qualification and Corporate Power.	7
2.2	Capitalization	7
2.3	Authorization of Transaction.	8
2.4	Noncontravention.	8
2.5	Intellectual Property	9
2.6	Litigation	9
2.7	Access to Information.	9
2.8	Disclosure.	10
Article III REPRESENTATIONS AND WARRANTIES OF APEX HOLDINGS, INC.		10
3.1	Organization.	10
3.2	Capitalization.	10
3.3	Authorization of Transaction.	10
3.4	Noncontravention.	11
3.5	Access to Information.	11
3.6	Disclosure.	11
3.7	Books and Records.	12
Article IV CONDITIONS TO THE MERGER		13
4.1	Conditions to Each Party’s Obligations.	13
4.2	Conditions to Obligations of ACMB.	13
4.3	Conditions to Obligations of Apex Holdings.	14
4.4	Certain Waivers.	14
Article V TERMINATION, AMENDMENT AND WAIVER		14
5.1	Termination	14
5.2	Effect of Termination	15
5.3	Amendment	15
5.4	Extension; Waiver	15
Article VI GENERAL PROVISIONS		15
6.1	Notices	15
6.2	Counterparts	16
6.3	Entire Agreement; Assignment	16
6.4	Severability	17
6.5	Other Remedies	17
6.6	No Third Party Beneficiaries	17
6.7	Governing Law; Exclusive Jurisdiction	17
6.8	Gender and Number	17
6.9	Rules of Construction	19

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INDEX OF EXHIBITS
Exhibit	Description
Exhibit A	Form of Stockholder Written Consent
Exhibit B	Form of Articles of Merger
Schedules
Schedule A	Shareholders of Apex Holdings, Inc.
Schedule 2.1(b)	President of Apex Holdings, Inc.
Schedule 2.1(c)	Foreign Qualifications

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THIS PLAN OF MERGER AND SHARE EXCHANGE (this “Agreement”) is made and entered into as of December 29s, 2020 by and between Agro Capital Management Corp., a Nevada corporation (“ACMB”), and Apex Holdings, Inc., a Nevada corporation (“Apex Holdings”).

RECITALS

A. The Board of Directors of ACMB and Apex Holdings believe it is advisable and in the best interests of each company and their respective stockholders that ACMB acquire Apex Holdings through the merger of Apex Holdings into ACMB, upon the terms and conditions set forth herein, and, in furtherance thereof, have approved this Agreement and the transactions contemplated hereby.

B. This Agreement contemplates a merger (the “Merger”) in a transaction that is intended to qualify, for federal income tax purposes, as a tax free merger under Section 368(a)(1)(A) of the Code (as defined below), in which the shareholders of Apex Holdings will receive capital stock of ACMB in exchange for their shares of Apex Holdings.

C. Pursuant to the Merger, among other things, and subject to the terms and conditions of this Agreement, all of the issued and outstanding shares of Apex Holdings shall be exchanged for shares of ACMB.

D. Following the Effective Time (defined below) the Company will initiate a 1:25 reverse split of the issued and outstanding common stock of ACMB.

E. Apex Holdings and ACMB each desire to make certain representations, warranties, covenants and other agreements in connection with the transactions contemplated hereby.

F. Concurrent with the execution and delivery of this Agreement, as a material inducement to ACMB to enter into this Agreement, all of Apex Holdings’s shareholders shall have approved this Agreement and the transactions contemplated hereby.

NOW, THEREFORE, in consideration of the mutual agreements, covenants and other premises set forth herein, the mutual benefits to be gained by the performance thereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the parties hereby agree as follows:

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ARTICLE I

THE MERGER

1.1 The Merger. Upon and subject to the terms and conditions of this Agreement, Apex Holdings shall be merged into ACMB (the “Surviving Corporation” or “ACMB”) (such merger is referred to herein as the “Merger”) at the Effective Time. The “Effective Time” shall be the time at which the Articles of Merger prepared and executed in accordance with the relevant provisions of the relevant provisions of the Nevada Revised Statutes (“Nevada Law”) with respect to ACMB and Apex Holdings are filed with and accepted by the Secretary of State of the State of Nevada. The Merger shall have the effects specified in this Agreement, the Articles of Merger and the applicable provisions of Nevada Law.

1.2 Effect of the Merger.The effect of the Merger shall be as set forth in this Agreement and as provided in the applicable provisions of Nevada Law. Without limiting the generality of the foregoing, and subject thereto, upon the filing of the Articles of Merger with the Secretary of State of the State of Nevada, except as otherwise agreed to pursuant to the terms of this Agreement, all of the property, rights, privileges, powers and franchises of Apex Holdings shall vest in ACMB, the surviving corporation, and all debts, liabilities and duties of Apex Holdings shall become the debts, liabilities and duties of ACMB.

1.3 Organizational Documents.

(a) Unless otherwise determined by ACMB prior to the Effective Time, the Articles of Incorporation of ACMB shall remain as its Articles of Incorporation after the Effective Time.

(b) Unless otherwise determined by ACMB prior to the Effective Time, the Bylaws of ACMB shall remain the Bylaws of ACMB after the Effective Time.

1.4 Directors and Officers.

(a) Directors of the Surviving Corporation. The directors of ACMB immediately after the Effective Time shall be Scott Benson and Ted Hicks to hold the office of a director of ACMB in accordance with the provisions of Nevada Law until their successors are duly elected and qualified, or until their earlier resignation or removal.

(b) Officers of ACMB. The officers of ACMB immediately after the Effective Time shall be Scott Benson, CEO, Ted Hicks, President and Secretary, and Geoffrey Lawrence, CFO, to hold office until their successors are duly elected and qualified, or until their earlier resignation or removal in accordance with the provisions of the Bylaws of ACMB.

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1.5 Effect of the Merger on the Capital Stock of the Constituent Entities.

(a) Definitions. For all purposes of this Agreement, the following terms shall have the following respective meanings:

“Common Stock” shall mean shares of the common stock, par value $.001 per share, of ACMB.

“Business Day” shall mean each day that is not a Saturday, Sunday or other day on which ACMB is closed for business or banking institutions located in Washington, D.C. are authorized or obligated by law or executive order to close.

“Closing Date” shall mean when all pre-conditions of the Merger under Article IV of this Agreement have been met.

“Court” shall mean any court or arbitration tribunal of the United States, any domestic state, or any foreign

“Knowledge” or “Known” shall mean, with respect to Apex Holdings, the actual knowledge of Scott Benson.

“Law” shall mean any law (statutory, common or otherwise), constitution, treaty, convention, ordinance, equitable principle, code, rule, regulation, executive order, or other similar authority enacted, adopted, promulgated, or applied by any Governmental Entity, each as amended and now in effect.

“Material Adverse Effect” when used in connection with an entity means any change, event, circumstance or effect whether or not such change, event, circumstance or effect is caused by or arises in connection with a breach of a representation, warranty, covenant or agreement of such entity in this Agreement that is or is reasonably likely to be materially adverse to the business, assets (including intangible assets), capitalization, financial condition, operations or results of operations, employees, or prospects of such entity taken as a whole with its subsidiaries, except to the extent that any such change, event, circumstance or effect results from (i) changes in general economic conditions, (ii) changes affecting the industry generally in which such entity operates (provided that such changes do not affect such entity in a substantially disproportionate manner), or (iii) changes in the trading prices for such entity’s capital stock.

“Merger Consideration” shall mean the issuance of two and one-half (2.5) shares of the Common Stock of ACMB for each one (1) share of Apex Holdings common stock held by each shareholder of Apex Holdings.

“Merger Shares” shall mean the shares of ACMB Common Stock.

“Order” shall mean any order, ruling, decision, verdict, decree, writ, subpoena, mandate, precept, command, directive, approval, award, judgment, injunction, or other similar determination or finding issued, granted or made by any Governmental Entity or Court.

“Person” shall mean an individual or entity, including a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a Governmental Entity (or any department, agency, or political subdivision thereof).

“Preferred Stock” shall mean shares of the preferred stock, par value $.00001 per share, of ACMB.

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“Related Agreements” shall mean the Articles of Merger, the Articles of Merger and all other agreements and certificates entered into by ACMB or Apex Holdings in connection with the transactions contemplated herein.

“Requisite Stockholder Vote” shall mean the affirmative vote of the holders of at least 51% of the outstanding shares of common stock of Apex Holdings.

“SEC” shall mean the United States Securities and Exchange Commission.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Security Interest” shall mean any mortgage, pledge, security interest, encumbrance, charge, or other lien (whether arising by contract or by operation of law), other than (i) mechanic’s, materialmen’s, and similar liens, (ii) liens arising under worker’s compensation, unemployment insurance, social security, retirement, and similar legislation, (iii) liens on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary course of business of Apex Holdings and not material to Apex Holdings, and (iv) liens for current Taxes that are being contested in good faith.

“Subsidiary” shall mean a company controlled by a parent company through ownership of greater than 50% of its voting stock.

(b) Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Apex Holdings, upon the terms and subject to the conditions set forth in this Section 1.6 and throughout this Agreement, the shares of Apex Holdings common stock will be exchanged for the Merger Consideration as set forth below:

each outstanding share of Apex Holdings common stock will be converted automatically into the right to receive the Merger Consideration; and

for purposes of calculating the number of shares of ACMB Common Stock issuable to each Apex Holdings stockholder pursuant to this Section 1.6(b), all shares of Apex Holdings common stock held by each stockholder of Apex Holdings shall be aggregated on a certificate-by-certificate basis. The aggregate number of shares of ACMB Common Stock issuable to each stockholder of Apex Holdings for each share certificate shall be rounded down to the nearest whole number of shares of ACMB Common Stock, provided, however, that the maximum number of shares of ACMB Common Stock shall be issuable to stockholders of Apex Holdings.

(c) Necessary Actions. Prior to the Effective Time, and subject to the review and approval of ACMB, Apex Holdings shall take all actions necessary to effect the transactions anticipated by this Section 1.5 under all agreements related to Apex Holdings and any other plan or arrangement of Apex Holdings (whether written or oral, formal or informal), including delivering all required notices or obtaining any required consents.

(d) Adjustments to ACMB Common Stock and Preferred Stock. If, after the date of this Agreement and prior to the Effective Time, the outstanding shares of ACMB Common Stock shall have been changed into or exchanged for a different number of shares or kind of shares and/or other securities of ACMB or another corporation or entity by reason of any reclassification, split-up, stock dividend or stock combination or any arrangement, amalgamation or similar statutory procedure (an “Adjustment Event”), then the number of shares of ACMB Common Stock to be delivered as consideration hereunder shall be appropriately adjusted so that each stockholder of Apex Holdings shall be entitled to receive at the Effective Time, in lieu of the number of shares of ACMB Common Stock provided for in this Section 1.6, such number and kind of shares and/or other securities as such holder would have received if the record date and payment date for such Adjustment Event had been immediately after the Effective Time.

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(e) Withholding Taxes. Apex Holdings, and on its behalf ACMB, shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any Person such amounts as may be required to be deducted or withheld therefrom under any provision of federal, state, local or foreign tax law or under any applicable legal requirement. The number of shares of Merger Consideration to be used to satisfy the amount required to be so deducted or withheld, if any, shall be determined by dividing such amount by fair market value of ACMB Common Stock at the Effective Time, rounded to the nearest whole share (with 0.5 of a share rounded up). To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

1.6 Surrender of Certificates.

(a) Exchange Agent. ACMB shall serve as the Exchange Agent for the Merger.

(b) Exchange Procedures. As soon as practicable, but in no event more than three (3) Business Days, following the Closing Date, ACMB shall mail a letter of transmittal on ACMB’s standard form to each Apex Holdings stockholder at the address set forth opposite each such Member’s name on Schedule A to this Agreement or as provided in the records of Apex Holdings. After receipt of such letter of transmittal and any other documents that ACMB may require in order to effect the exchange (the “Exchange Documents”), the Members will surrender the certificates representing their shares of Apex Holdings common stock transferred to ACMB (the “Apex Holdings Stock Certificates”) to the Exchange Agent together with duly completed and validly executed Exchange Documents. Upon surrender of a Apex Holdings Stock Certificate for cancellation to ACMB, or such agent or agents as may be appointed by ACMB, together with such Exchange Documents, duly completed and validly executed in accordance with the instructions thereto, the holder of such Apex Holdings Stock Certificate shall be entitled to receive from the Exchange Agent in exchange therefor, a certificate representing the number of whole shares of ACMB Common Stock to which such holder is entitled pursuant to Section 1.6 hereof, and the Apex Holdings Stock Certificate so surrendered shall be cancelled. Until so surrendered, each Apex Holdings Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the number of full shares of ACMB Common Stock into which such Apex Holdings Stock Certificates shall have been so converted. No portion of the Merger Consideration will be paid to the holder of any unsurrendered Apex Holdings Stock Certificate with respect to Apex Holdings stockholders formerly represented thereby until the holder of record of such Apex Holdings Stock Certificate shall surrender such Apex Holdings Stock Certificate and the Exchange Documents pursuant hereto.

(c) Distributions With Respect to Unexchanged Apex Holdings Stock Certificates. No dividends or other distributions declared or made after the Effective Time with respect to ACMB Common Stock with a record date after the Effective Time will be paid to the holder of any unsurrendered Apex Holdings common stock certificate with respect to the shares of ACMB Common Stock represented thereby until the holder of record of such Apex Holdings common stock certificate shall surrender such stock certificate. Subject to applicable law, following surrender of any such Apex Holdings stock certificate, there shall be paid to the record holder of the certificates representing whole shares of ACMB Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of ACMB Common Stock.

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(d) Transfers of Ownership. If any certificate for shares of ACMB Common Stock is to be issued in a name other than that in which Apex Holdings Stock Certificate surrendered in exchange therefor is registered it will be a condition of the issuance€€ or delivery thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to ACMB or any agent designated by it any transfer or other taxes required by reason of the issuance of a certificate for shares of ACMB Common Stock in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of ACMB or any agent designated by it that such tax has been paid or is not payable.

(e) No Liability. Notwithstanding anything to the contrary in this Section 1.7, neither ACMB, ACMB, nor any party hereto shall be liable to a holder of the Apex Holdings shares of common stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law.

1.7 No Further Ownership Rights in Apex Holdings Stock Certificates. The shares of ACMB Common Stock issued in respect of the surrender for exchange of Apex Holdings Stock Certificates in accordance with the terms hereof shall be deemed to be full satisfaction of all rights pertaining to such Apex Holdings Stock Certificates, and there shall be no further registration of transfers on the records of ACMB of Apex Holdings Stock Certificates which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Apex Holdings Stock Certificates are presented to ACMB for any reason, they shall be cancelled and exchanged as provided in this Article I.

1.8 Lost, Stolen or Destroyed Certificates. In the event any Apex Holdings Stock Certificates shall have been lost, stolen or destroyed, ACMB shall issue in exchange for such lost, stolen or destroyed certificates, upon the making of an affidavit of that fact by the holder thereof, such amount, if any, as may be required pursuant to Section 1.6 hereof; provided, however, that ACMB may, in its discretion and as a condition precedent to the issuance thereof, require the Member who is the owner of such lost, stolen or destroyed certificates to either (i) deliver a bond in such amount as it may direct or (ii) provide an indemnification agreement in form and substance acceptable to ACMB, against any claim that may be made against ACMB with respect to the certificates alleged to have been lost, stolen or destroyed.

1.9 Tax Consequences. ACMB and Apex Holdings (i) intend that the Merger shall constitute a reorganization within the meaning of Section 368(a)(1)(A) of the Code, (ii) shall report the Merger (if such Person has tax reporting obligations in respect thereof) as a reverse triangular merger of Apex Holdings with and into ACMB qualifying as a reorganization within the meaning of Section 368(a)(1)(A) of the Code for federal income tax purposes, and (iii) by executing this Agreement, adopt a plan of tax-free reorganization within the meaning of Treasury Regulations Sections 1.368 2(g) and 1.368 3. However, no party hereto makes any representations or warranties regarding the tax treatment of the Merger, or any of the tax consequences relating to the Merger, this Agreement, or any of the other transactions or agreements contemplated hereby. Each party hereto acknowledges that it is relying solely on its own tax advisors in connection with the Merger, this Agreement and the other transactions and agreements contemplated hereby.

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1.10 Taking of Necessary Action; Further Action If at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest ACMB with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Apex Holdings, ACMB and Apex Holdings and the officers and directors of ACMB and Apex Holdings are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF APEX HOLDINGS

Subject to such exceptions as are specifically disclosed in the disclosure schedule dated as of the date hereof (each of which disclosures, in order to be effective, shall clearly reference the appropriate section of this Article II to which it relates and each of which disclosures shall be deemed to be incorporated by reference into the representations and warranties made in this Article II; provided, however, that any information disclosed under any section of the disclosure schedule shall be deemed disclosed and incorporated into any other section of the disclosure schedule where it should be reasonably apparent to ACMB to assume that such disclosure, without reference to extrinsic documentation, is relevant to such other section) delivered by Apex Holdings to ACMB concurrently with the execution of this Agreement (the “Apex Holdings Disclosure Schedule”) Apex Holdings hereby represents and warrants to ACMB on the date hereof and as of the Effective Time, as follows:

2.1 Organization, Qualification and Corporate Power.

Apex Holdings is duly organized, validly existing and in good standing under the laws of the State of Nevada. Apex Holdings is duly qualified to conduct business and is in corporate good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on Apex Holdings. Apex Holdings has the power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. Apex Holdings has furnished or made available to Apex Holdings true and complete copies of its Articles of Incorporation and Bylaws, each as amended and as in effect on the date hereof (hereinafter the “Apex Holdings Charter” and “Bylaws”, respectively). Apex Holdings is not in default under or in violation of any provision of Apex Holdings Charter or Bylaws.

2.2 Capitalization.

Schedule A is incorporated into Apex Holdings Disclosure Schedule and sets forth a complete and accurate list for Apex Holdings, of all registered shareholders of Apex Holdings, indicating Apex Holdings shares of common stock held by each stockholder and their respective addresses. All shares of Apex Holdings common stock have been duly authorized and validly issued and are fully paid and nonassessable. All of Apex Holdings shares of common stock and other outstanding securities of Apex Holdings have been duly and validly issued in compliance with federal and state securities laws. There are no outstanding or authorized subscriptions, options, warrants, plans or, except for this Agreement and as contemplated by this Agreement, other agreements or rights of any kind to purchase or otherwise receive or be issued, or securities or obligations of any kind convertible into, any shares of Apex Holdings common stock, and there are no distributions or dividends which have accrued or been declared but are unpaid on Apex Holdings shares of common stock. All of the issued and outstanding shares of Apex Holdings common stock are free and clear of any liens, pledges, encumbrances, charges, agreements adversely effecting title to such shares or claims (other than those created by virtue of this Agreement or by Apex Holdings), and the certificates evidencing the ownership of such shares of common stock are in proper form for the enforcement of the rights and limitations of rights pertaining to said shares of common stock which are set forth in the Bylaws.

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2.3 Authorization of Transaction.

Subject to Apex Holdings Shareholder Approval (as defined below) of the Merger and this Agreement, Apex Holdings has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and, subject to the adoption of this Agreement and the approval of the Merger by a majority of the votes represented by the outstanding shares of Apex Holdings common stock entitled to vote on this Agreement and the Merger, voting in accordance with the laws of the State of Nevada and Apex Holdings Charter (the “Shareholder Approval”), the performance by Apex Holdings of this Agreement and the consummation by Apex Holdings of the transactions contemplated hereby have been duly and validly authorized by all necessary company action on the part of Apex Holdings. This Agreement has been duly and validly executed and delivered by Apex Holdings and, assuming the due authorization, execution and delivery by Apex Holdings, constitutes a valid and binding obligation of Apex Holdings, enforceable against Apex Holdings in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally, and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought.

2.4 Noncontravention.

Subject to receipt of Apex Holdings Shareholder Approval, compliance with the applicable requirements of the Securities Act and any applicable state securities laws and the filing of the Articles of Merger as required by the State of Nevada, neither the execution and delivery of this Agreement by Apex Holdings, nor the consummation by Apex Holdings of the transactions contemplated hereby, will: (a) conflict with or violate any provision of Apex Holdings Charter or the Bylaws; (b) require on the part of Apex Holdings any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than (i) those required solely by reason of Apex Holdings’s participation in the transactions contemplated hereby, (ii) those required to be made by Apex Holdings, and (iii) any filing, permit, authorization, consent or approval which if not made or obtained would not have a Material Adverse Effect on Apex Holdings; (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 2.4 of Apex Holdings Disclosure Schedule, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on Apex Holdings; (d) result in the imposition of any Security Interest upon any assets of Apex Holdings; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Apex Holdings, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on Apex Holdings.

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2.5 Intellectual Property.

Section 2.5 of Apex Holdings Disclosure Schedule is a true and complete list of (i) all Intellectual Property presently owned or held by Apex Holdings and (ii) any license agreements under which Apex Holdings has access to any confidential information used by Apex Holdings in its business (such licenses and agreements, collectively, the “Intellectual Property Rights”) necessary for the conduct of Apex Holdings’s business as conducted and as currently proposed to be conducted by Apex Holdings. Apex Holdings owns, or has the right to use, free and clear of all Security Interests, all of the Intellectual Property and the Intellectual Property Rights. There are no outstanding options, licenses or agreements of any kind relating to the Intellectual Property and the Intellectual Property Rights, nor is Apex Holdings bound by or a party to any options, licenses or agreements of any kind with respect to any of the Intellectual Property, the Intellectual Property Rights and the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of “off the shelf” or standard products. Apex Holdings has not received any communications alleging that Apex Holdings has violated or, by conducting its business as conducted and as currently proposed to be conducted by Apex Holdings, violates any Third Party Intellectual Property Rights and to Apex Holdings’s knowledge, the business as conducted and as currently proposed to be conducted by Apex Holdings will not cause Apex Holdings to infringe or violate any Third Party Intellectual Property Rights. There is no defect in the title to any of the Intellectual Property or, to the extent that Apex Holdings has title to Intellectual Property Rights to any Intellectual Property Rights. To Apex Holdings’s knowledge, no officer, employee or director is obligated under any contract (including any license, covenant or commitment of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would conflict or interfere with the performance of such person’s duties as an officer, employee or director of Apex Holdings, the use of such person’s best efforts to promote the interests of Apex Holdings or Apex Holdings’s business as conducted or as currently proposed to be conducted by Apex Holdings. No prior employer of any current or former employee of Apex Holdings has any right, title or interest in the Intellectual Property and to Apex Holdings’s knowledge, no person or entity has any right, title or interest in any Intellectual Property. It is not and will not be with respect to the business as currently proposed to be conducted necessary for Apex Holdings to use any inventions of any of its employees made prior to their employment by Apex Holdings.

2.6 Litigation.

(a) There are no: (i) unsatisfied judgments, orders, decrees, stipulations or injunctions; or (ii) claims, complaints, actions, suits, proceedings or hearings or, to Apex Holdings’s knowledge, investigations in or before any Governmental Entity or any arbitrator or to Apex Holdings’s knowledge expected to be before any Governmental Entity or any arbitrator; to which Apex Holdings, any officer, director, employee or agent of Apex Holdings (in such person’s capacity as an officer, director, employee or agent of Apex Holdings and not personally) is or was (for the two years prior to and including the date hereof) a party or, to the knowledge of Apex Holdings, is threatened to be made a party.

(b) There are no material agreements or other documents or instruments settling any claim, complaint, action, suit or other proceeding against Apex Holdings.

2.7 Access to Information.

Until the Closing, Apex Holdings will allow Apex Holdings and its agents reasonable access to the files, books, records and offices of Apex Holdings, including, without limitation, any and all information relating to Apex Holdings’s taxes, commitments, contracts, leases, licenses, and real, personal and intangible property and financial condition. Apex Holdings will cause its accountants to cooperate with Apex Holdings and its agents in making available all financial information reasonably requested, including without limitation the right to examine all working papers pertaining to all financial statements prepared or audited by such accountants.

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2.8 Disclosure.

No representation or warranty by Apex Holdings contained in this Agreement, including any statement contained in Apex Holdings Disclosure Schedule or any closing document contains any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein not misleading.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF ACMB

ACMB represents and warrants to Apex Holdings that, as of the date hereof, the statements contained in this Article III are true and correct, except as set forth in the schedule provided by ACMB and attached hereto (the “ACMB Disclosure Schedule”):

3.1 Organization.

ACMB is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. ACMB is duly qualified to conduct business and is in corporate good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on ACMB. ACMB has the corporate power and authority to carry on the business in which it is engaged and to own and use the properties owned and used by it. ACMB has furnished or made available to ACMB true and complete copies of its Certificate of Incorporation and Bylaws, each as amended and as in effect on the date hereof. ACMB is not in default under or in violation of any provision of its Certificate of Incorporation, or Bylaws, as amended.

3.2 Capitalization.

The authorized capital stock of ACMB consists of 75,000,000 shares of common stock, par value $.001 per share (“Common Stock”) of which 19,912,152 shares are issued and outstanding at or immediately prior to Closing. All of the issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of all preemptive rights. All of the outstanding shares of Common Stock and other securities of ACMB have been duly and validly issued in compliance with federal and state securities laws. There are no outstanding or authorized subscriptions, options, warrants, plans or, except for this Agreement and as contemplated by this Agreement, other agreements or rights of any kind to purchase or otherwise receive or be issued, or securities or obligations of any kind convertible into, any shares of capital stock or other securities of ACMB, and there are no dividends which have accrued or been declared but are unpaid on the capital stock of ACMB.

3.3 Authorization of Transaction.

ACMB has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the performance of this Agreement and the consummation of the transactions contemplated hereby by ACMB (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of ACMB. This Agreement has been duly and validly executed and delivered by ACMB and, assuming the due authorization, execution and delivery by ACMB, constitutes a valid and binding obligation of ACMB, enforceable against them in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally, and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought.

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3.4 Noncontravention.

Subject to compliance with the applicable requirements of the Securities Act and any applicable state securities laws, the Exchange Act and the filing of the Articles of Merger as required by Nevada Law, neither the execution and delivery of this Agreement, nor the consummation by ACMB of the transactions contemplated hereby or thereby, will: (a) conflict with or violate any provision of the Certificate of Incorporation or Bylaws of ACMB; (b) require on the part of ACMB any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than those (i) required solely by reason of ACMB’s participation in the transactions contemplated hereby or (ii) to be made by Apex Holdings or (iii) any filing, permit, authorization, consent or approval which, if not made or obtained, would not have a Material Adverse Effect on ACMB; (c) conflict with, result in breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which ACMB is a party or by which either is bound or to which any of their assets are subject, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on ACMB; (d) result in the imposition of any Security Interest upon any assets of ACMB; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to ACMB or any of their properties or assets, except for any violation that would not have a Material Adverse Effect on ACMB.

3.5 Undisclosed Liabilities.

ACMB has no liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities accrued, reflected, reserved against on the Financial Statements, (b) liabilities which have arisen since September 30, 2020 (the “ACMB Balance Sheet Date”), in the ordinary course of business, (c) contractual or statutory liabilities incurred in the ordinary course of business, the aggregate when combined with those shown in the Financial Statements shall not exceed $25,000, and (d) liabilities which would not have a Material Adverse Effect on ACMB.

3.6 Litigation.

There are no suits, arbitrations, actions, claims, complaints, grievances, or to ACMB’s knowledge, investigations or proceedings pending or, to ACMB’s knowledge, threatened against ACMB or its Subsidiaries that, if resolved against ACMB or its Subsidiaries could be reasonably expected to have a Material Adverse Effect on ACMB, or ACMB’s ability to consummate the transactions contemplated by this Agreement.

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3.7 Legal Compliance; Restrictions on Business Activities.

ACMB and the conduct and operation of its business are in material compliance with each law (including rules, regulations and requirements thereunder) of any federal, state, local or foreign government or any Governmental Entity which (a) affects or relates to this Agreement or the transactions contemplated hereby or (b) is applicable to ACMB or its businesses, except, in each case, where such non-compliance would not reasonably be expected to have a Material Adverse Effect on ACMB. There is no agreement, judgment, injunction, order or decree binding upon ACMB which has or would reasonably be expected to have the effect of prohibiting or materially impairing any current or future business practice of ACMB, as currently contemplated by ACMB, and any acquisition of property of ACMB or the conduct of business by ACMB as currently conducted or proposed to be conducted.

3.8 Merger Shares.

The Merger Shares have been duly authorized and, when issued as a result of the Merger and pursuant to the terms hereof, will be validly issued, fully paid and non-assessable, and not subject to any liens, pledges, charges, encumbrances, restrictions of any kind, preemptive rights or any other rights or interests of third parties or any other encumbrances, except for applicable securities law restrictions on transfer, including those imposed by Regulation D or Section 4(2) of the Securities Act and Rule 144 promulgated under the Securities Act and under applicable “blue sky” state securities laws. Assuming that all of the holders of Apex Holdings common stock are “accredited investors,” as such term is defined in Regulation D promulgated under the Securities Act, and that all such Persons have complied with all of the terms and conditions of this Agreement, the offer and sale of the Merger Shares under this Agreement will be exempt from the registration requirements of the Securities Act and in compliance with all federal and state securities laws.

3.9 Disclosure.

No representation or warranty by ACMB contained in this Agreement, including any statement contained in ACMB Disclosure Letter, or any closing document contains any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein not misleading.

3.10 Access to Information.

Until the Closing, ACMB will allow ACMB and its agents reasonable access to the files, books, records and offices of ACMB, including, without limitation, any and all information relating to ACMB’s taxes, commitments, contracts, leases, licenses, and real, personal and intangible property and financial condition. ACMB will cause its accountants to cooperate with ACMB and its agents in making available all financial information reasonably requested, including without limitation the right to examine all working papers pertaining to all financial statements prepared or audited by such accountants.

3.11 Disclosure.

No representation or warranty by ACMB contained in this Agreement, including any statement contained in ACMB Disclosure Schedule or any closing document contains any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein not misleading.

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ARTICLE IV

CONDITIONS TO THE MERGER

4.1 Conditions to Each Party’s Obligations.

The respective obligations of each party to consummate the Merger and the other transactions contemplated hereby are subject to the satisfaction of the following conditions unless any such condition is waived, in writing, by the other party:

(a) this Agreement and the Merger shall have received Apex Holdings Shareholder Approval;

(b) ACMB and Apex Holdings shall be satisfied that the issuances of ACMB Common Stock in the transaction shall be exempt from registration under Section 3(a)(9) of the Securities Act;

(c) no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint or prohibition preventing the consummation of the Merger shall have been issued, nor shall any proceeding brought by any Governmental Entity, seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Merger which makes the consummation of the Merger illegal; and

(d) no proceeding in which ACMB and Apex Holdings shall be a debtor, defendant or party seeking an order for its own relief or reorganization shall have been brought or be pending by or against the Company or Apex Holdings under any United States or state bankruptcy or insolvency law.

4.2 Conditions to Obligations of ACMB.

The obligation of ACMB to consummate the Merger is subject to the satisfaction of the following additional conditions, unless any such condition is waived, in writing, by ACMB:

(a) this Agreement and the Merger shall have been approved and adopted by Apex Holdings shareholders;

(b) Apex Holdings shall have obtained all of the waivers, permits, consents, assignments, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to in Apex Holdings Disclosure Letter, except for any which if not obtained or effected would not have a Material Adverse Effect on Apex Holdings or on the ability of the Parties to consummate the transactions contemplated by this Agreement;

(c) the representations and warranties of Apex Holdings set forth in Article II shall be true and correct as of the Closing Date, except for representations and warranties made as of a specified date, which shall be true and correct as of such date;

(d) Apex Holdings shall have performed or complied with, in all material respects, its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time;

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(e) Apex Holdings shall have delivered all documents required to be delivered to Apex Holdings on or before the Closing Date; and

(h) in connection with the consummation of the transactions contemplated hereby, and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to ACMB.

4.3 Conditions to Obligations of Apex Holdings.

The obligation of Apex Holdings to consummate the Merger is subject to the satisfaction of the following additional conditions, unless any such condition is waived, in writing, by Apex Holdings:

(a) ACMB shall have obtained all of the necessary waivers, permits, consents, approvals or other authorizations, and effected all of the filings and notices prior to the consummation of the Merger, except for any which if not obtained or effected would not have a Material Adverse Effect on ACMB or on the ability of the parties to consummate the transactions contemplated by this Agreement;

(b) ACMB shall have performed or complied with in all material respects its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Effective Time;

(c) the representations and warranties of ACMB set forth in Article III shall be true and correct as of the Closing Date, except for representations and warranties made as of a specified date, which shall be true and correct as of such date;

(d) ACMB shall have delivered all documents required to be delivered to Apex Holdings on or before the Closing Date; and

(e) all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to Apex Holdings.

4.4 Certain Waivers.

The parties acknowledge and agree that if a party has actual knowledge of any breach by any other party of any representation, warranty, agreement or covenant contained in this Agreement, and such party proceeds with the Closing, such party shall be deemed to have irrevocably waived such breach for that particular breach only and such party and its successors and assigns shall not be entitled to assert any right or to seek any remedy for any damages arising from any matters relating to such breach, notwithstanding anything to the contrary contained herein or in any certificate delivered pursuant hereto.

ARTICLE V

TERMINATION, AMENDMENT AND WAIVER

5.1 Termination Subject to Section 5.2 hereof, this Agreement may be terminated and the Merger abandoned at any time prior to the Closing:

by mutual agreement of Apex Holdings and ACMB;

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by ACMB if the Shareholder Written Consent shall have not been obtained by Apex Holdings and delivered to ACMB within 24 hours after the execution and delivery of this Agreement by Apex Holdings.

5.2 Effect of Termination In the event of termination of this Agreement as provided in Section 5.1 hereof, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of ACMB, Apex Holdings, or their respective officers, directors or shareholders, if applicable.

5.3 Amendment This Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed on behalf of the party against whom enforcement is sought.

5.4 Extension; Waiver At any time prior to the Closing, ACMB, on the one hand, and Apex Holdings, on the other hand, may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations of the other party hereto, (ii) waive compliance with any of the covenants, agreements or conditions for the benefit of such party contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

ARTICLE VI

GENERAL PROVISIONS

6.1 Notices All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial messenger or courier service or by electronic mail with proof of receipt, or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses; provided, however, that notices sent by mail will not be deemed given until received:

if to ACMB to:

Agro Capital Management Corp.

3651 Lindell Road

Suite D430

Las Vegas, Nevada 89103

Attn: Scott Benson, CEO

email: scott.benson@acmbinc.com

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with a copy to:

Culhane Meadows PLLC

1101 Pennsylvania Avenue, N.W.,

Suite 300

Washington, D.C. 20004

Attn: Ernest M. Stern, Esq.

email: estern@culhanemeadows.com

if to Apex Holdings, to:

Apex Holdings, Inc.

2620 Regatta Drive, Suite 102

Las Vegas, NV 89128

Attn: Scott Benson, President and CEO

email: scott.benson@apexdsc.com

with a copy to:

Culhane Meadows PLLC

1101 Pennsylvania Avenue, N.W.,

Suite 300

Washington, D.C. 20004

Attn: Ernest M. Stern, Esq.

email: estern@culhanemeadows.com

The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

6.2 Counterparts This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.

6.3 Entire Agreement; Assignment This Agreement, the Exhibits hereto, the Disclosure Schedule and the documents and instruments and other agreements among the parties hereto referenced herein: (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings both written and oral, among the parties with respect to the subject matter hereof; (ii) are not intended to confer upon any other person any rights or remedies hereunder; and (iii) shall not be assigned by operation of law or otherwise, except that ACMB may, upon two (2) Business Days’ prior written notice to Apex Holdings assign its rights and delegate its obligations hereunder to a wholly-owned Subsidiary as long as ACMB remains primarily liable for all of ACMB’s obligations hereunder and such assignment and/or delegation does not adversely affect the characterization of the Merger as a statutory merger of Apex Holdings with and into ACMB for federal income tax purposes.

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6.4 Severability In the event that any provision of this Agreement or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

6.5 Other Remedies Any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy.

6.6 No Third Party Beneficiaries This Agreement, the Exhibits and Schedules hereto, the Disclosure Schedule and the documents and instruments and other agreements among the parties hereto referenced herein are not intended to, and shall not, confer upon any other person any rights or remedies hereunder, nor create any right, claim or remedy of any nature whatsoever, including, but not limited to, any rights of employment for any specified period and/or any employee benefits in favor of any Person, union, association, Continuing Employee, key employee, employer, other employee or former employee, contractor or other entity, other than the parties hereto and their respective successors and permitted assigns.

6.7 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

6.8 Gender and Number As used in this Agreement, the masculine, feminine and neuter gender, and singular and plural number, shall be deemed to include the others wherever the context so indicates or requires.

6.9 Rules of Construction The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. Nothing in the Disclosure Schedule hereto shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself). The Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered sections contained herein permitting such disclosure, and the information disclosed in any numbered or lettered part shall be deemed to relate to and to qualify only (a) the particular representation or warranty set forth in the corresponding numbered or lettered section herein permitting such disclosure and (b) any other representation or warranty that is contained in this Agreement to the extent the relevance of such disclosure is reasonably apparent on its face (without any independent knowledge on the part of the reader regarding the matter disclosed or any reference to any underlying document) to such other representation or warranty. The parties intend that each representation, warranty and covenant contained herein shall have independent significance. If any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) that the party has not breached shall not detract from or mitigate the fact that the party is in breach of the first representation, warranty or covenant. In addition, each of the parties acknowledges and agrees that any purchase price adjustment as a result of the application of any provision of this Agreement, the Related Agreements or any of the other agreements contemplated hereby or thereby does not prejudice or limit in any respect whatsoever any party’s rights to indemnification under any other provision of this Agreement, the Related Agreements or any other agreements contemplated hereby or thereby, except to the extent that such a recovery would result in a duplication of damages. All references to dollars or “$” shall refer to U.S. dollars unless otherwise indicated.

[Signature Page Follows]

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IN WITNESS WHEREOF, ACMB and Apex Holdings have caused this Agreement to be signed, all as of the date first written above.

AGRO CAPITAL MANAGEMENT CORP.
By:	/s/ Scott Benson
Name:	Scott Benson
Title:	CEO
APEX HOLDINGS, INC.
By:	/s/ Scott Benson
Name:	Scott Benson
Title:	CEO

[Signature Page to Agreement and Plan of Merger]

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Exhibit A

FORM OF SHAREHOLDER WRITTEN CONSENT

Exhibit A

Exhibit B

FORM OF ARTICLES OF MERGER

Exhibit B

Schedule A

SHAREHOLDERS OF APEX HOLDINGS

Schedule A

Schedule 2.1(b)

OFFICERS

__________,

Schedule 2.1(b)

Schedule 2.1(c)

FOREIGN QUALIFICATIONS

Schedule 2.1(c)

APEX HOLDINGS DISCLOSURE SCHEDULE

Schedule 2.2 (Capitalization)

ACMB DISCLOSURE SCHEDULE

Section 3.2 (Capitalization)

EX-2.3

Exhibit 2.3

 

 

 

 

 

 

 

EX-3.1

Exhibit 3.1

 

 

 

 

 

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED

BYLAWS

of

AGRO CAPITAL MANAGEMENT CORP.

A Nevada Corporation

Adopted:	As of May 3, 2021
	Date
	Ted Hicks
	Secretary

-i-

AMENDED AND RESTATED BYLAWS

OF

AGRO CAPITAL MANAGEMENT CORP.

(A Nevada Corporation)

ARTICLE I

STOCKHOLDERS

Section 1.1 Annual Meeting. The annual meeting of the stockholders of the corporation shall be held on such date as shall be fixed by the Board of Directors, at such time and place within or without the State of Nevada as may be designated in the notice of meeting. If the day fixed for the annual meeting shall fall on a legal holiday, the meeting shall be held on the next succeeding day not a legal holiday. If the annual meeting is omitted on the day herein provided, a special meeting may be held in place thereof, and any business transacted at such special meeting in lieu of annual meeting shall have the same effect as if transacted or held at the annual meeting. At the discretion of the Board of Directors, the meeting may be conducted by remote communication to the extent permitted by law.

Section 1.2 Special Meetings. Special meetings of the stockholders may be called at any time by the president or by the board of directors. Special meetings of the stockholders shall be held at such time, date and place within or outside of the State of Nevada as may be designated in the notice of such meeting. At the discretion of the Board of Directors, the meeting may be conducted by remote communication to the extent permitted by law.

Section 1.3 Notice of Meeting.

(a) A written notice stating the place, if any, date, and hour of each meeting of the stockholders, and, in the case of a special meeting, the purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting, and to each stockholder who, under the Articles of Incorporation or these Bylaws, is entitled to such notice, by delivering such notice to such person or leaving it at their residence or usual place of business, or by mailing it to such stockholder at his address as it appears upon the books of the corporation at least ten days and not more than 60 days before the meeting. Such notice shall be given by the secretary, an assistant secretary, or any other officer or person designated either by the secretary or by the person or persons calling the meeting.

(b) The requirement of notice to any stockholder may be waived (i) by a written waiver of notice, executed before or after the meeting by the stockholder or his attorney thereunto duly authorized, and filed with the records of the meeting, (ii) if communication with such stockholder is unlawful, (iii) by attendance at the meeting without protesting prior thereto or at its commencement the lack of notice, or (iv) as otherwise excepted by law. A waiver of notice of any regular or special meeting of the stockholders need not specify the purposes of the meeting.

(c) If a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, if any, are announced at the meeting at which the adjournment is taken, except that if the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 1.4 Quorum. The holders of a majority in interest of all stock issued, outstanding and entitled to vote at a meeting shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present.

Section 1.5 Voting and Proxies. Stockholders shall have one vote for each share of stock entitled to vote owned by them of record according to the books of the corporation, unless otherwise provided by law or by the Articles of Incorporation. Stockholders may vote either in person or by written proxy, but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Proxies shall be filed with the secretary of the meeting, or of any adjournment thereof. Except as otherwise limited therein, proxies shall entitle the persons authorized thereby to vote at any adjournment of such meeting. A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of the proxy the corporation receives a specific written notice to the contrary from any one of them.

Section 1.6 Action at Meeting. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office, and a majority of the votes properly cast upon any question other than election to an office shall decide such question, except where a larger vote is required by law, the Articles of Incorporation or these Bylaws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

Section 1.7 Action Without Meeting. Any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the minimum number of votes necessary to authorize or take such action at a meeting at which shares entitled to vote thereon were present and voted and copies are delivered to the corporation in the manner prescribed by law.

Section 1.8 Voting of Shares of Certain Holders.

(a) Shares of stock of the corporation standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the Bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine.

(b) Shares of stock of the corporation standing in the name of a deceased person, a minor ward or an incompetent person, may be voted by his administrator, executor, court-appointed guardian or conservator without a transfer of such shares into the name of such administrator, executor, court appointed guardian or conservator. Shares of capital stock of the corporation standing in the name of a trustee or fiduciary may be voted by such trustee or fiduciary.

(c) Shares of stock of the corporation standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

(d) A stockholder whose shares are pledged shall be entitled to vote such shares unless in the transfer by the pledgor on the books of the corporation he expressly empowered the pledgee to vote thereon, in which case only the pledgee or its proxy shall be entitled to vote the shares so transferred.

(e) Shares of its own stock belonging to this corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time, but shares of its own stock held by the corporation in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares.

Section 1.9 Stockholder Lists. The secretary (or the corporation’s transfer agent or other person authorized by these Bylaws or by law) shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at (i) the corporation’s principal place of business, (ii) at the place where the meeting is to be held, or (iii) by making it available on an electronic network. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

ARTICLE II

BOARD OF DIRECTORS

Section 2.1 Powers. Except as reserved to the stockholders by law, by the Articles of Incorporation or by these Bylaws, the business of the corporation shall be managed under the direction of the board of directors, who shall have and may exercise all of the powers of the corporation. In particular, and without limiting the foregoing, the board of directors shall have the power to issue or reserve for issuance from time to time the whole or any part of the capital stock of the corporation which may be authorized from time to time to such person, for such consideration and upon such terms and conditions as they shall determine, including the granting of options, warrants or conversion or other rights to stock.

Section 2.2 Number of Directors; Qualifications. The board of directors shall consist of such number of directors, not less than one nor more than nine, as shall be fixed initially by the incorporator(s) and thereafter by the board of directors. No director need be a stockholder.

Section 2.3 Nomination of Directors.

(a) Nominations for the election of directors may be made by the board of directors or by any stockholder entitled to vote for the election of directors. Subject to compliance with applicable United States Securities Laws and the Rules and Regulations of the SEC, nominations by stockholders shall be made by notice in writing to the secretary of the corporation not less than 14 days nor more than 60 days prior to any meeting of the stockholders called for the election of directors; provided, however, that if less than 21 written days’ notice of the meeting is given to stockholders, such notice of nomination by a stockholder shall be given to the secretary of the corporation not later than the close of the fifth day following the day on which notice of the meeting was mailed to stockholders.

(b) Each notice under subsection (a) shall set forth (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of each such nominee, and (iii) the number of shares of stock of the corporation which are beneficially owned by each such nominee.

(c) The chairman of the meeting of stockholders shall determine whether or not a nomination was made in accordance with the procedures of this Section, and if he shall determine that it was not, he shall so declare to the meeting and the defective nomination shall be disregarded.

Section 2.4 Election of Directors. The initial board of directors shall be designated in the Articles of Incorporation, or if not so designated, elected by the incorporator(s) at the first meeting thereof. Thereafter, directors shall be elected by the stockholders at their annual meeting or at any special meeting the notice of which specifies the election of directors as an item of business for such meeting.

Section 2.5 Vacancies; Reduction of the Board. Any vacancy in the board of directors, however occurring, including a vacancy resulting from the enlargement of the board of directors, may be filled by the stockholders or by the directors then in office or by a sole remaining director. In lieu of filling any such vacancy the stockholders or board of directors may reduce the number of directors, but not to a number less than one. When one or more directors shall resign from the board of directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

Section 2.6 Enlargement of the Board. The board of directors may be enlarged by the stockholders at any meeting or by vote of a majority of the directors then in office.

Section 2.7 Tenure and Resignation. Except as otherwise provided by law, by the Articles of Incorporation or by these Bylaws, directors shall hold office until the next annual meeting of stockholders and thereafter until their successors are chosen and qualified. Any director may resign by delivering or mailing postage prepaid a written resignation to the corporation at its principal office or to the president, secretary or assistant secretary, if any. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Section 2.8 Removal. A director, whether elected by the stockholders or directors, may be removed from office with or without cause at any annual or special meeting of stockholders by vote of a majority of the stockholders entitled to vote in the election of such directors, or for cause by a vote of a majority of the directors then in office; provided, however, that a director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him.

Section 2.9 Meetings. Regular meetings of the board of directors may be held without call or notice at such times and such places within or without the State of Nevada as the board may, from time to time, determine, provided that notice of the first regular meeting following any such determination shall be given to directors absent from such determination. A regular meeting of the board of directors shall be held without notice immediately after, and at the same place as, the annual meeting of the stockholders or the special meeting of the stockholders held in place of such annual meeting, unless a quorum of the directors is not then present. Special meetings of the board of directors may be held at any time and at any place designated in the call of the meeting when called by the president, treasurer, or one or more directors. Members of the board of directors or any committee elected thereby may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at the meeting.

Section 2.10 Notice of Meeting. It shall be sufficient notice to a director to send notice (i) by mail at least 72 hours before the meeting addressed to such person at his usual or last known business or residence address, or (ii) in person, by telephone, facsimile transmission or electronic transmission to the extent provided in Article VIII, at least 24 hours before the meeting. Notice shall be given by the secretary, or in his absence or unavailability, may be given by an assistant secretary, if any, or by the officer or directors calling the meeting. The requirement of notice to any director may be waived by a written waiver of notice, executed by such person before or after the meeting or meetings, and filed with the records of the meeting, or by attendance at the meeting without protesting prior thereto or at its commencement the lack of notice. A notice or waiver of notice of a directors’ meeting need not specify the purposes of the meeting.

Section 2.11 Agenda. Any lawful business may be transacted at a meeting of the board of directors, notwithstanding the fact that the nature of the business may not have been specified in the notice or waiver of notice of the meeting.

Section 2.12 Quorum. At any meeting of the board of directors, a majority of the directors then in office shall constitute a quorum for the transaction of business. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

Section 2.13 Action at Meeting. Any motion adopted by vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, except where a different vote is required by law, by the Articles of Incorporation or by these Bylaws. The assent in writing of any director to any vote or action of the directors taken at any meeting, whether or not a quorum was present and whether or not the director had or waived notice of the meeting, shall have the same effect as if the director so assenting was present at such meeting and voted in favor of such vote or action.

Section 2.14 Action Without Meeting. Any action by the directors may be taken without a meeting if all of the directors consent to the action in writing and the consents are filed with the records of the directors’ meetings. Such consent shall be treated for all purposes as a vote of the directors at a meeting.

Section 2.15 Committees. The board of directors may, by the affirmative vote of a majority of the directors then in office, appoint an executive committee or other committees consisting of one or more directors and may by vote delegate to any such committee some or all of their powers except those which by law, the Articles of Incorporation or these Bylaws they may not delegate. In the absence or disqualification of a member of a committee, the members of the committee present and not disqualified, whether or not they constitute a quorum, may by unanimous vote appoint another member of the board of directors to act at the meeting in place of the absence or disqualified member. Unless the board of directors shall otherwise provide, any such committee may make rules for the conduct of its business, but unless otherwise provided by the board of directors or such rules, its meetings shall be called, notice given or waived, its business conducted or its action taken as nearly as may be in the same manner as is provided in these Bylaws with respect to meetings or for the conduct of business or the taking of actions by the board of directors. The board of directors shall have power at any time to fill vacancies in, change the membership of, or discharge any such committee at any time. The board of directors shall have power to rescind any action of any committee, but no such rescission shall have retroactive effect.

ARTICLE III

OFFICERS

Section 3.1 Enumeration. The officers shall consist of a president, a treasurer, a secretary and such other officers and agents (including one or more vice-presidents, assistant treasurers and assistant secretaries), as the board of directors may, in their discretion, determine.

Section 3.2 Election. The president, treasurer and secretary shall be elected annually by the directors at their first meeting following the annual meeting of the stockholders or any special meeting held in lieu of the annual meeting. Other officers may be chosen by the directors at such meeting or at any other meeting.

Section 3.3 Qualification. An officer may, but need not, be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the directors to give bond for the faithful performance of his duties to the corporation in such amount and with such sureties as the directors may determine. The premiums for such bonds may be paid by the corporation.

Section 3.4 Tenure. Except as otherwise provided by the Articles of Incorporation or these Bylaws, the term of office of each officer shall be for one year or until his successor is elected and qualified or until his earlier resignation or removal.

Section 3.5 Removal. Any officer may be removed from office, with or without cause, by the affirmative vote of a majority of the directors then in office; provided, however, that an officer may be removed for cause only after reasonable notice and opportunity to be heard by the board of directors prior to action thereon.

Section 3.6 Resignation. Any officer may resign by delivering or mailing postage prepaid a written resignation to the corporation at its principal office or to the president, secretary, or assistant secretary, if any, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some event.

Section 3.7 Vacancies. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the board of directors.

Section 3.8 President. The president shall be the chief executive officer of the corporation. Except as otherwise voted by the board of directors, the president shall preside at all meetings of the stockholders and of the board of directors at which present. The president shall have such duties and powers as are commonly incident to the office and such duties and powers as the board of directors shall from time to time designate.

Section 3.9 Vice-President(s). The vice-president(s), if any, shall have such powers and perform such duties as the board of directors may from time to time determine.

Section 3.10 Treasurer and Assistant Treasurers. The treasurer, subject to the direction and under the supervision and control of the board of directors, shall have general charge of the financial affairs of the corporation. The treasurer shall have custody of all funds, securities and valuable papers of the corporation, except as the board of directors may otherwise provide. The treasurer shall keep or cause to be kept full and accurate records of account which shall be the property of the corporation, and which shall be always open to the inspection of each elected officer and director of the corporation. The treasurer shall deposit or cause to be deposited all funds of the corporation in such depository or depositories as may be authorized by the board of directors. The treasurer shall have the power to endorse for deposit or collection all notes, checks, drafts, and other negotiable instruments payable to the corporation. The treasurer shall perform such other duties as are incidental to the office, and such other duties as may be assigned by the board of directors.

Assistant treasurers, if any, shall have such powers and perform such duties as the board of directors may from time to time determine.

Section 3.11 Secretary and Assistant Secretaries. The secretary shall record, or cause to be recorded, all proceedings of the meetings of the stockholders and directors (including committees thereof) in the book of records of this corporation. The record books shall be open at reasonable times to the inspection of any stockholder, director, or officer. The secretary shall notify the stockholders and directors, when required by law or by these Bylaws, of their respective meetings, and shall perform such other duties as the directors and stockholders may from time to time prescribe. The secretary shall have the custody and charge of the corporate seal, and shall affix the seal of the corporation to all instruments requiring such seal, and shall certify under the corporate seal the proceedings of the directors and of the stockholders, when required. In the absence of the secretary at any such meeting, a temporary secretary shall be chosen who shall record the proceedings of the meeting in the aforesaid books.

Assistant secretaries, if any, shall have such powers and perform such duties as the board of directors may from time to time designate.

Section 3.12 Other Powers and Duties. Subject to these Bylaws and to such limitations as the board of directors may from time to time prescribe, the officers of the corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the board of directors.

ARTICLE IV

CAPITAL STOCK

Section 4.1 Stock Certificates.

(a) Each stockholder shall be entitled to a certificate representing the number of shares of the capital stock of the corporation owned by such person in such form as shall, in conformity to law, be prescribed from time to time by the board of directors. Each certificate shall be signed by the president or vice-president and treasurer or assistant treasurer or such other officers designated by the board of directors from time to time as permitted by law, shall bear the seal of the corporation, and shall express on its face its number, date of issue, class, the number of shares for which, and the name of the person to whom, it is issued. The corporate seal and any or all of the signatures of corporation officers may be facsimile if the stock certificate is manually counter-signed by an authorized person on behalf of a transfer agent or registrar other than the corporation or its employee.

(b) If an officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed on, a certificate shall have ceased to be such before the certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the time of its issue.

Section 4.2 Transfer of Shares. Title to a certificate of stock and to the shares represented thereby shall be transferred only on the books of the corporation by delivery to the corporation or its transfer agent of the certificate properly endorsed, or by delivery of the certificate accompanied by a written assignment of the same, or a properly executed written power of attorney to sell, assign or transfer the same or the shares represented thereby. Upon surrender of a certificate for the shares being transferred, a new certificate or certificates shall be issued according to the interests of the parties.

Section 4.3 Record Holders. Except as otherwise may be required by law, by the Articles of Incorporation or by these Bylaws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the corporation in accordance with the requirements of these Bylaws. It shall be the duty of each stockholder to notify the corporation of his post office address.

Section 4.4 Record Date.

(a) In order that the corporation may determine the stockholders entitled to receive notice of or to vote at any meeting of stockholders or any adjournments thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty days prior to any other action. In such case only stockholders of record on such record date shall be so entitled notwithstanding any transfer of stock on the books of the corporation after the record date.

(b) If no record date is fixed: (i) the record date for determining stockholders entitled to receive notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the board of directors is necessary, shall be the day on which the first written consent is expressed; and (iii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 4.5 Transfer Agent and Registrar for Shares of Corporation. The board of directors may appoint a transfer agent and a registrar of the certificates of stock of the corporation. Any transfer agent so appointed shall maintain, among other records, a stockholders’ ledger, setting forth the names and addresses of the holders of all issued shares of stock of the corporation, the number of shares held by each, the certificate numbers representing such shares, and the date of issue of the certificates representing such shares. Any registrar so appointed shall maintain, among other records, a share register, setting forth the total number of shares of each class of shares which the corporation is authorized to issue and the total number of shares actually issued. The stockholders’ ledger and the share register are hereby identified as the stock transfer books of the corporation; but as between the stockholders’ ledger and the share register, the names and addresses of stockholders, as they appear on the stockholders’ ledger maintained by the transfer agent shall be the official list of stockholders of record of the corporation. The name and address of each stockholder of record, as they appear upon the stockholders’ ledger, shall be conclusive evidence of who are the stockholders entitled to receive notice of the meetings of stockholders, to vote at such meetings, to examine a complete list of the stockholders entitled to vote at meetings, and to own, enjoy and exercise any other property or rights deriving from such shares against the corporation. Stockholders, but not the corporation, its directors, officers, agents or attorneys, shall be responsible for notifying the transfer agent, in writing, of any changes in their names or addresses from time to time, and failure to do so will relieve the corporation, its other stockholders, directors, officers, agents and attorneys, and its transfer agent and registrar, of liability for failure to direct notices or other documents, or pay over or transfer dividends or other property or rights, to a name or address other than the name and address appearing in the stockholders’ ledger maintained by the transfer agent.

Section 4.6 Loss of Certificates. In case of the loss, destruction or mutilation of a certificate of stock, a replacement certificate may be issued in place thereof upon such terms as the board of directors may prescribe, including, in the discretion of the board of directors, a requirement of bond and indemnity to the corporation.

Section 4.7 Restrictions on Transfer. Every certificate for shares of stock which are subject to any restriction on transfer, whether pursuant to the Articles of Incorporation, the Bylaws or any agreement to which the corporation is a party, shall have the fact of the restriction noted conspicuously on the certificate and shall also set forth on the face or back either the full text of the restriction or a statement that the corporation will furnish a copy to the holder of such certificate upon written request and without charge.

Section 4.8 Multiple Classes or Series of Stock. The amount and classes of the capital stock and the par value, if any, of the shares, shall be as fixed in the Articles of Incorporation. At all times when there are two or more classes or series of stock, the several classes or series of stock shall conform to the description and the terms and have the respective preferences, voting powers, restrictions and qualifications set forth in the Articles of Incorporation and these Bylaws. Every certificate issued when the corporation is authorized to issue more than one class or series of stock shall set forth on its face or back either (i) the full text of the preferences, voting powers, qualifications and special and relative rights of the shares of each class and series authorized to be issued, or (ii) a statement of the existence of such preferences, powers, qualifications and rights, and a statement that the corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge.

ARTICLE V
DIVIDENDS

Section 5.1 Declaration of Dividends. Except as otherwise required by law or by the Articles of Incorporation, the board of directors may, in its discretion, declare what, if any, dividends shall be paid from the surplus or from the net profits of the corporation for the current or preceding fiscal year, or as otherwise permitted by law. Dividends may be paid in cash, in property, in shares of the corporation’s stock, or in any combination thereof. Dividends shall be payable upon such dates as the board of directors may designate.

Section 5.2 Reserves. Before the payment of any dividend and before making any distribution of profits, the board of directors, from time to time and in its absolute discretion, shall have power to set aside out of the surplus or net profits of the corporation such sum or sums as the board of directors deems proper and sufficient as a reserve fund to meet contingencies or for such other purpose as the board of directors shall deem to be in the best interests of the corporation, and the board of directors may modify or abolish any such reserve.

ARTICLE VI

POWERS OF OFFICERS TO CONTRACT

WITH THE CORPORATION

Any and all of the directors and officers of the corporation, notwithstanding their official relations to it, may enter into and perform any contract or agreement of any nature between the corporation and themselves, or any and all of the individuals from time to time constituting the board of directors of the corporation, or any firm or corporation in which any such director may be interested, directly or indirectly, whether such individual, firm or corporation thus contracting with the corporation shall thereby derive personal or corporate profits or benefits or otherwise; provided, that (i) the material facts of such interest are disclosed or are known to the board of directors or committee thereof which authorizes such contract or agreement; (ii) if the material facts as to such person’s relationship or interest are disclosed or are known to the stockholders entitled to vote thereon, and the contract is specifically approved in good faith by a vote of the stockholders; or (iii) the contract or agreement is fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee thereof, or the stockholders. Any director of the corporation who is interested in any transaction as aforesaid may nevertheless be counted in determining the existence of a quorum at any meeting of the board of directors which shall authorize or ratify any such transaction. This Article shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common or statutory law applicable thereto.

ARTICLE VII
INDEMNIFICATION

Section 7.1 Definitions. For purposes of this Article VII the following terms shall have the meanings indicated:

“Corporate Status” describes the status of a person who is or was a director, officer, employee, agent, trustee or fiduciary of the Corporation or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the express written request of the corporation.

“Court” means the appropriate Court in the State of Nevada, or any other court in which a Proceeding in respect of indemnification may properly be brought.

“Covered Person” means any person who has a Corporate Status who the corporation, pursuant to the provisions of Section 7.9 hereof, determines is entitled to indemnification as provided herein. It shall in each case include such person’s legal representatives, heirs, executors and administrators.

“Disinterested” describes any individual, whether or not that individual is a director, officer, employee or agent of the corporation who is not and was not and is not threatened to be made a party to the Proceeding in respect of which indemnification, advancement of expenses or other action, is sought by a Covered Person.

“Expenses” shall include, without limitation, all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating or being or preparing to be a witness in a Proceeding.

“Good Faith” shall mean a Covered Person having acted in good faith and in a manner such Covered Person reasonably believed to be in or not opposed to the best interests of the corporation or, in the case of an employee benefit plan, the best interests of the participants or beneficiaries of said plan, as the case may be, and, with respect to any Proceeding which is criminal in nature, having had no reasonable cause to believe such Covered Person’s conduct was unlawful.

“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and may include law firms or members thereof that are regularly retained by the corporation but not by any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the standards of professional conduct then prevailing and applicable to such counsel, would have a conflict of interest in representing either the corporation or the Covered Person in an action to determine the Covered Person’s rights under this Article.

“Proceeding” includes any actual, threatened or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation (including any internal corporate investigation), administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative, other than one initiated by the Covered Person, but including one initiated by a Covered Person for the purpose of enforcing such Covered Person’s rights under this Article to the extent provided in Section 7.14 of this Article. “Proceeding” shall not include any counterclaim brought by any Covered Person other than one arising out of the same transaction or occurrence that is the subject matter of the underlying claim.

Section 7.2 Right to Indemnification in General. The corporation may indemnify, and advance Expenses to, each Covered Person who is, was or is threatened to be made a party or is otherwise involved in any Proceeding, as provided in this Article and to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit.

Section 7.3 Proceedings Other Than Proceedings in the Right of the Corporation. Each Covered Person may indemnified if, by reason of such Covered Person’s Corporate Status, such Covered Person is or is threatened to be made a party to or is otherwise involved in any Proceeding, other than a Proceeding by or in the right of the corporation. Such Covered Person may be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlements, actually and reasonably incurred by such Covered Person or on such Covered Person’s behalf in connection with such Proceeding or any claim, issue or matter therein, if such Covered Person acted in Good Faith.

Section 7.4 Proceedings by or in the Right of the Corporation. Each Covered Person may indemnified if, by reason of such Covered Person’s Corporate Status, such Covered Person is, or is threatened to be made, a party to or is otherwise involved in any Proceeding brought by or in the right of the corporation to procure a judgment in its favor. Such Covered Person may be indemnified against Expenses, judgments, penalties, and amounts paid in settlement, actually and reasonably incurred by such Covered Person or on such Covered Person’s behalf in connection with such Proceeding if such Covered Person acted in Good Faith. Notwithstanding the foregoing, no such indemnification shall be made in respect of any claim, issue or matter in such Proceeding as to which such Covered Person shall have been adjudged to be liable to the corporation if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification shall nevertheless be made by the corporation in such event if and only to the extent that the Court which is considering the matter shall so determine.

Section 7.5 Indemnification of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Article, to the extent that a present or former director or officer or any other person who has a Corporate Status is, by reason of such Corporate Status, a party to or is otherwise involved in and is successful, on the merits or otherwise, in any Proceeding, such person shall be indemnified to the maximum extent permitted by law, against all Expenses, judgments, penalties, fines, and amounts paid in settlement, actually and reasonably incurred by such person or on such person’s behalf in connection therewith. If such person is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the corporation shall indemnify such person to the maximum extent permitted by law, against all Expenses, judgments, penalties, fines, and amounts paid in settlement, actually and reasonably incurred by such person or on such person’s behalf in connection with each successfully resolved claim, issue or matter. The termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 7.6 Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Article, to the extent that a Covered Person is, by reason of such Covered Person’s Corporate Status, a witness in any Proceeding, such Covered Person shall be indemnified against all Expenses actually and reasonably incurred by such Covered Person or on such Covered Person’s behalf in connection therewith.

Section 7.7 Advancement of Expenses.

(a) Notwithstanding any provision to the contrary in this Article, the corporation may advance all reasonable Expenses which were incurred by or on behalf of a present director or officer by reason of such person’s Corporate Status, in connection with any Proceeding, within 20 days after the receipt by the corporation of a statement or statements from such person requesting such advance or advances, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by the person and shall include or be preceded or accompanied by an undertaking by or on behalf of the person to repay any Expenses if such person shall be adjudged to be not entitled to be indemnified against such Expenses. Any advance and undertakings to repay made pursuant to this paragraph shall be unsecured and interest-free. Advancement of Expenses pursuant to this paragraph shall not require approval of the board of directors or the stockholders of the corporation, or of any other person or body. The secretary of the corporation shall promptly advise the Board in writing of the request for advancement of Expenses, of the amount and other details of the advance and of the undertaking to make repayment provided pursuant to this paragraph.

(b) Advancement of expenses to any other Covered Person shall be upon such terms and conditions as the board of directors may determine appropriate.

Section 7.8 Notification and Defense of Claim.

(a) Promptly after receipt by any person who has a Corporate Status of a notice of the commencement of any Proceeding, such person shall, if a claim is to be made against the corporation under this Article, notify the corporation of the commencement of the Proceeding. The omission of such notice will not relieve the corporation from any liability which it may have to such person otherwise than under this Article. With respect to any such Proceedings as to which the corporation determines to provide indemnification:

(i) The corporation will be entitled to participate in the defense at its own expense.

(ii) Except as otherwise provided below, the corporation (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense with counsel reasonably satisfactory to the Covered Person. After notice from the corporation to the Covered Person of its election to assume the defense of a suit, the corporation will not be liable to the Covered Person under this Article for any legal or other expenses subsequently incurred by the Covered Person in connection with the defense of the Proceeding other than reasonable costs of investigation or as otherwise provided below.

(b) The Covered Person shall have the right to employ his own counsel in such Proceeding but the fees and expenses of such counsel incurred after notice from the corporation of its assumption of the defense shall be at the expense of the Covered Person except as follows. The fees and expenses of counsel shall be at the expense of the corporation if (i) the employment of counsel by the Covered Person has been authorized by the corporation, (ii) the Covered Person shall have concluded reasonably that there may be a conflict of interest between the corporation and the Covered Person in the conduct of the defense of such action and such conclusion is confirmed in writing by the corporation’s outside counsel regularly employed by it in connection with corporate matters, or (iii) the corporation shall not in fact have employed counsel to assume the defense of such Proceeding. The corporation shall be entitled to participate in, but shall not be entitled to assume the defense of, any Proceeding brought by or in the right of the corporation or as to which the Covered Person shall have made the conclusion provided for in (ii) above and such conclusion shall have been so confirmed by the corporation’s said outside counsel.

(c) Notwithstanding provision of this Article to the contrary, the corporation shall not be liable to indemnify the Covered Person under this Article for any amounts paid in settlement of any Proceeding effected without its written consent. The corporation shall not settle any Proceeding or claim in any manner which would impose any penalty, limitation or disqualification of the Covered Person for any purpose without such Covered Person’s written consent. Neither the corporation nor the Covered Person will unreasonably withhold their consent to any proposed settlement.

(d) If it is determined that the Covered Person is entitled to indemnification other than as afforded under subparagraph (b) above, payment to the Covered Person of the additional amounts for which he is to be indemnified shall be made within 10 days after such determination.

Section 7.9 Procedures.

(a) Method of Determination For Present Officers and Directors. A determination (as provided for by this Article or if required by applicable law in the specific case) with respect to entitlement to indemnification by a person who at the date of determination is a director or officer shall be made either (i) by a majority vote of Disinterested directors, even though less than a quorum, or (ii) a committee of Disinterested directors designated by a majority of disinterested Directors, even though less than a quorum, or (iii) if there are no such Disinterested directors, or if the Disinterested directors so direct, by Independent Counsel in a written determination to the board of directors, a copy of which shall be delivered to the Covered Person seeking indemnification, or (iv) by the vote of the holders of a majority of the corporation’s capital stock outstanding at the time entitled to vote thereon.

(b) Method of Determination For Others. A determination (as provided for in this Article or if required by applicable law in the specific case) with respect to indemnification of any person other than a present director or officer may be made by the board of directors in such manner as it may determine appropriate.

(c) Initiating Request. A person who seeks indemnification under this Article shall submit a request for indemnification, including such documentation and information as is reasonably available to such person and is reasonably necessary to determine whether and to what extent such person is entitled to indemnification.

(d) Effect of Other Proceedings. The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty or of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Article) of itself adversely affect the right of a Covered Person to indemnification or create a presumption that a Covered Person did not act in Good Faith.

Section 7.10 Action by the Corporation. Any action, payment, advance determination (other than a determination made pursuant to Section 7.9 above), authorization, requirement, grant of indemnification or other action taken by the corporation pursuant to this Article shall be effected exclusively through any Disinterested person so authorized by the board of directors of the corporation, including the president or any vice president of the corporation.

Section 7.11 Non-Exclusivity. The rights to indemnification and to receive advancement of Expenses as provided by this Article shall not be deemed exclusive of any other rights to which a person may at any time be entitled under applicable law, the Articles of Incorporation, these Bylaws, any agreement, a vote of stockholders, a resolution of the board of directors, or otherwise.

Section 7.12 Insurance. The corporation may maintain, at its expense, an insurance policy or policies to protect itself and any director, officer, employee or agent of the corporation or another enterprise against liability arising out of this Article or otherwise, whether or not the corporation would have the power to indemnify any such person against such liability under the Nevada Corporation Law.

Section 7.13 No Duplicative Payment. The corporation shall not be liable under this Article to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that a Covered Person has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

Section 7.14 Expenses of Adjudication. In the event that any Covered Person seeks a judicial adjudication, or an award in arbitration, to enforce such Covered Person’s rights under, or to recover damages for breach of, this Article, the Covered Person shall be entitled to recover from the corporation, and shall be indemnified by the corporation against, any and all Expenses actually and reasonably incurred by such Covered Person in seeking such adjudication or arbitration, but only if such Covered Person prevails therein. If it shall be determined in such adjudication or arbitration that the Covered Person is entitled to receive part but not all of the indemnification of expenses sought, the expenses incurred by such Covered Person in connection with such adjudication or arbitration shall be appropriately prorated.

Section 7.15 Severability. If any provision or provisions of this Article shall be held to be invalid, illegal or unenforceable for any reason whatsoever:

(a) the validity, legality and enforceability of the remaining provisions of this Article (including without limitation, each portion of any Section of this Article containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and

(b) to the fullest extent possible, the provisions of this Article (including, without limitation, each portion of any Section of this Article containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Section 7.16 No Retroactive Amendment. No amendment or repeal of this Article or any provision hereof shall affect any right of any person to be indemnified hereunder with respect to any actions, omissions or state of facts existing prior to the date of such amendment or repeal.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.1 Articles of Incorporation. All references in these Bylaws to the Articles of Incorporation shall be deemed to refer to the Articles of Incorporation of the corporation, as amended and in effect from time to time.

Section 8.2 Fiscal Year. Except as from time to time otherwise provided by the board of directors, the fiscal year of the corporation shall end on December 31^st of each year.

Section 8.3 Corporate Seal. The board of directors shall have the power to adopt and alter the seal of the corporation.

Section 8.4 Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes, and other obligations authorized to be executed by an officer of the corporation on its behalf shall be signed by the president or the treasurer except as the board of directors may generally or in particular cases otherwise determine.

Section 8.5 Voting of Securities. Unless the board of directors otherwise provides, the president or the treasurer may waive notice of and act on behalf of this corporation, or appoint another person or persons to act as proxy or attorney in fact for this corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of whose securities are held by this corporation.

Section 8.6 Evidence of Authority. A certificate by the secretary or any assistant secretary as to any action taken by the stockholders, directors or any officer or representative of the corporation shall, as to all persons who rely thereon in good faith, be conclusive evidence of such action. The exercise of any power which by law, by the Articles of Incorporation, or by these Bylaws, or under any vote of the stockholders or the board of directors, may be exercised by an officer of the corporation only in the event of absence of another officer or any other contingency shall bind the corporation in favor of anyone relying thereon in good faith, whether or not such absence or contingency existed.

Section 8.7 Corporate Records. The original, or attested copies, of the Articles of Incorporation, Bylaws, records of all meetings of the incorporators and stockholders, and the stock transfer books (which shall contain the names of all stockholders and the record address and the amount of stock held by each) shall be kept in Nevada at the principal office of the corporation, or at an office of the corporation, or at an office of its transfer agent or of the secretary or of the assistant secretary, if any. Said copies and records need not all be kept in the same office. They shall be available at all reasonable times to inspection of any stockholder for any purpose but not to secure a list of stockholders for the purpose of selling said list or copies thereof or for using the same for a purpose other than in the interest of the applicant, as a stockholder, relative to the affairs of the corporation.

Section 8.8 Communication of Notices. Any notices required to be given under these Bylaws may be given (i) by delivery in person, (ii) by mailing it, postage prepaid, first class, (iii) by mailing it by nationally or internationally recognized second day or faster courier service, (iv) by facsimile transmission, or (v) by electronic transmission, in each case, to the addressee; provided, however that facsimile transmission or electronic transmission may only be used if the addressee has consented to such means.

Section 8.9 Electronic Transmissions. Notwithstanding any reference in these Bylaws to written instruments, all notices, meetings, consents and other communications contemplated by these Bylaws may be conducted by means of an electronic transmission, to the extent permitted by law, if specifically authorized by the board of directors of the corporation.

Section 8.10 Charitable Contributions. The board of directors from time to time may authorize contributions to be made by the corporation in such amounts as it may determine to be reasonable to corporations, trusts, funds or foundations organized and operated exclusively for charitable, scientific or educational purposes, no part of the net earning of which inures to the private benefit of any stockholder or individual.

ARTICLE IX

AMENDMENTS

Section 9.1 Amendment by Stockholders. Prior to the issuance of stock, these Bylaws may be amended, altered or repealed by the incorporator(s) by majority vote. After stock has been issued, these Bylaws may be amended altered or repealed by the stockholders at any annual or special meeting by vote or a majority of all shares outstanding and entitled to vote, except that where the effect of the amendment would be to reduce any voting requirement otherwise required by law, the Articles of Incorporation or these Bylaws, such amendment shall require the vote that would have been required by such other provision. Notice and a copy of any proposal to amend these Bylaws must be included in the notice of meeting of stockholders at which action is taken upon such amendment.

Section 9.2 Amendment by Board of Directors.

(a) These Bylaws may be amended or altered by the board of directors at a meeting duly called for the purpose by majority vote of the directors then in office, except that directors shall not amend the Bylaws in a manner which:

(i) changes the stockholder voting requirements for any action;

(ii) alters or abolishes any preferential right or right of redemption applicable to a class or series of stock with shares already outstanding;

(iii) alters the provisions of Article IX hereof; or

(iv) permits the board of directors to take any action which under law, the Articles of Incorporation, or these Bylaws is required to be taken by the stockholders.

(b) Any amendment of these Bylaws by the board of directors may be altered or repealed by the stockholders at any annual or special meeting of stockholders.

EX-10.1

Exhibit 10.1

AGRO CAPITAL MANAGEMENT CORP.

STOCK AND WARRANT PURCHASE AGREEMENT

THIS STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of this 9^th day of August, 2021, by and between Agro Capital Management Corp., a Nevada corporation (together with any predecessors or successors thereto as the context requires, the “Company”), and Merida Capital Holdings LLC, a Delaware limited liability company (the “Investor”).

WHEREAS, the Company intends to raise up to $3,000,000 (the “Financing”) to expand the Company’s business through acquisitions and organic growth; and

WHEREAS, the Company has authorized the issuance and sale of 50 units (each a “Unit” and collectively the “Units”) at a price of $60,000 per Unit, each Unit consisting of 200,000 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”) and 200,000 Common Stock purchase warrants (each a “Warrant” and collectively the “Warrants”) with an exercise price of $0.60 per share and a two (2) year exercise period in the form attached hereto as Exhibit A.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, and for other good valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1. PURCHASE AND SALE

1.1 Purchase and Sale.

Upon the terms and subject to the conditions herein, and in reliance on the representations and warranties set forth in Section 2, the Investor irrevocably subscribes for and agrees to purchase from the Company 17 Units for a purchase price of $1,020,000, and the Company agrees to sell to the Investor, upon execution of this Agreement, a total of 17 Units representing 3,400,000 shares of Common Stock and 3,400,000 shares of Common Stock under the Warrant (the “Warrant Shares”).

The Investor shall purchase the Units in cash by check or wire transfer of immediately available funds to:

Bank Name: Wells Fargo Bank

Routing Number: 121000248

Account Number 3445594629

Account Name: Apex Holdings - Agro Capital

1.2. Closing.

The purchase and sale of the shares of the Units (the “Closing”) shall take place at the offices of Culhane Meadows PLLC, 1701 Pennsylvania Avenue, N.W., Suite 200, Washington, D.C. 20006 or at such other time and place as the Company and the Investor mutually agree upon, orally or in writing, following completion of the Closing conditions.

1.3 Transfer Taxes

All transfer taxes, fees and duties under applicable law incurred in connection with the sale and transfer of the shares of the Units under this Agreement will be borne and paid by the Company and the Company shall promptly reimburse the Investor for any such tax, fee or duty which it is required to pay under applicable law.

SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

To induce the Investor to enter into this Agreement and consummate the transactions contemplated hereby, the Company hereby makes to the Investor the representations and warranties contained in this Section 2 as of the Closing. Such representations and warranties are subject to the qualifications and exceptions set forth in the Company’s publicly filed documents on OTC Markets (OTC Pink: ACMB) or the disclosure schedule delivered to the Investor pursuant to this Agreement (the “Disclosure Schedule”); provided, however, that any information set forth in a Section of the Disclosure Schedule shall not be incorporated (unless by specific reference) to any other section of the Disclosure Schedule.

2.1. Organization and Corporate Power

The Company is a corporation duly organized and, following the Closing, will be validly existing and in corporate good standing under the laws of the State of Nevada. The Company is duly qualified to conduct business and, following the Closing, will be in corporate good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would not have any change or effect that is materially adverse to the properties, assets, business, condition (financial or otherwise), prospects or results of operations of the Company. The Company has the corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has furnished or made available to the Investor, true and complete copies of its Articles of Incorporation and Bylaws, each as amended and as in effect on the date hereof (hereinafter the “Company Charter” and “Bylaws”, respectively). The Company is not in default under or in violation of any provision of the Company Charter or Bylaws.

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2.2. Capitalization

The authorized capital stock of the Company is 200,000,000 shares of Common Stock, of which 39,770,000 shares are issued and outstanding. All issued and outstanding shares of the Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. All of the outstanding shares of common stock and other outstanding securities of the Company have been duly and validly issued in compliance with federal and state securities laws. Section 2.2 of the Disclosure Schedule sets forth a complete and accurate list outstanding of authorized subscriptions, options, warrants, plans or, except for this Agreement and as contemplated by this Agreement, other agreements or rights of any kind to purchase or otherwise receive or be issued, securities or obligations of any kind convertible into, any shares of capital stock or other securities of the Company, and there are no dividends which have accrued or been declared but are unpaid on the capital stock of the Company. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company. All of the issued and outstanding shares of the Company’s capital stock are free and clear of any liens, pledges, encumbrances, charges, agreements adversely effecting title to such shares or claims (other than those created by virtue of this Agreement), and the certificates evidencing the ownership of such shares are in proper form for the enforcement of the rights and limitations of rights pertaining to said shares which are set forth in the Company Charter and Bylaws. As of the Closing, there are (A) no preemptive rights, rights of first refusal, put or call rights or obligations or anti-dilution rights with respect to the issuance, sale or redemption of the Company’s capital stock, (B) no rights to have the Company’s capital stock registered for sale to the public in connection with the laws of any jurisdiction and (C) no documents, instruments or agreements relating to the voting of the Company’s voting securities or restrictions on the transfer of the Company’s capital stock.

2.3. Authorization

The Company has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement, the performance by the Company of this Agreement, the consummation by the Company of the transactions contemplated hereby and the sale and delivery of the Company’s shares of Common Stock, the Warrant and the Warrant Shares have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally, and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought.

2.4. Noncontravention

Subject to compliance with the applicable requirements of the Securities Act, the Exchange Act, and any applicable state securities laws, the execution and delivery of this Agreement by the Company, the sale and delivery of the Company’s shares of Common Stock, the Warrant and the Warrant Shares and the consummation by the Company of the transactions contemplated hereby, will not: (a) conflict with or violate any provision of the Company Charter or the Bylaws; (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than any filing, permit, authorization, consent or approval which if not made or obtained would not have any change or effect that is materially adverse to the properties, assets, business, condition (financial or otherwise), prospects or results of operations of the Company or any Subsidiary, taken as a whole (a “Material Adverse Effect”); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 2.4 of the Disclosure Schedule, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any security interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Company.

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2.5. Valid Issuance

All issued and outstanding shares of the Company’s Common Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The rights, preferences, privileges and restrictions of the shares of Common Stock are as stated in the Charter. The Warrant Shares have been duly and validly reserved for issuance. When issued in compliance with the provisions of this Agreement and the Charter, the shares of Common Stock and the Warrant Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances other than restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed. The sale of the shares of Common Stock, the Warrant and the Warrant Shares are not and will not be subject to any preemptive rights, rights of first offer or rights of first refusal that have not been properly waived or complied with nor trigger any puts, calls or anti-dilution rights for holders of the Company’s securities.

2.6 Subsidiaries

The Company does not have any direct or indirect subsidiaries or any equity interest in any other firm, corporation, membership, joint venture, association or other business organization.

2.7. Financial Statements

The Company has made available its unaudited balance sheet, statement of operations and statement of cash flows as of December 31, 2020 (the “Balance Sheet Date”) and March 31, 2021 (collectively, the “Financial Statements”), all of which have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, fairly and accurately present the financial condition, results of operations and cash flows of the Company as of the respective dates thereof and for the periods referred to therein and are consistent with the books and records of the Company. No material change in the Company’s business has occurred as of the Balance Sheet Date, including any bankruptcy, reorganization, readjustment or succession or any material acquisition or disposition of its assets.

2.8. Governmental Consents and Filings

Assuming the accuracy of the representations made by the Investor in Section 3 of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for filings pursuant to applicable securities laws, which have been made or will be made in a timely manner.

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2.9 Rights of Registration and Voting Rights

Except as provided in this Agreement, the Company is not under any obligation to register under the Securities Act any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities. To the Company’s knowledge, no stockholder of the Company has entered into any agreements with respect to the voting of capital shares of the Company.

2.10 Property

The property and assets that the Company owns are free and clear of all mortgages, deeds of trust, liens, loans and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets. With respect to the property and assets it leases, the Company is in compliance with such leases and holds a valid leasehold interest free of any liens, claims or encumbrances other than those of the lessors of such property or assets. The Company does not own any real property.

2.11 Tax Returns and Payments

There are no federal, state, county, local or foreign taxes due and payable by the Company which have not been timely paid. There are no accrued and unpaid federal, state, country, local or foreign taxes of the Company which are due, whether or not assessed or disputed. There have been no examinations or audits of any tax returns or reports by any applicable federal, state, local or foreign governmental agency. The Company has duly and timely filed all federal, state, county, local and foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.

2.12 Insurance

The Company has in full force and effect insurance policies concerning such casualties as would be reasonable and customary for companies like the Company, with extended coverage, sufficient in amount (subject to reasonable deductions) to allow it to replace any of its properties that might be damaged or destroyed.

2.13 Permits

The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business, the lack of which could reasonably be expected to have a Material Adverse Effect. The Company is not in default in any material respect under any of such franchises, permits, licenses or other similar authority.

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2.14 Environmental and Safety Laws

Except as could not reasonably be expected to have a Material Adverse Effect to the best of its knowledge (a) the Company is and has been in compliance with all Environmental Laws; (b) there has been no release or to the Company’s knowledge threatened release of any pollutant, contaminant or toxic or hazardous material, substance or waste or petroleum or any fraction thereof (each a “Hazardous Substance”), on, upon, into or from any site currently or heretofore owned, leased or otherwise used by the Company; (c) there have been no Hazardous Substances generated by the Company that have been disposed of or come to rest at any site that has been included in any published U.S. federal, state or local “superfund” site list or any other similar list of hazardous or toxic waste sites published by any governmental authority in the United States; and (d) there are no underground storage tanks located on, no polychlorinated biphenyls (“PCBs”) or PCB-containing equipment used or stored on, and no hazardous waste as defined by the Resource Conservation and Recovery Act, as amended, stored on, any site owned or operated by the Company, except for the storage of hazardous waste in compliance with Environmental Laws. The Company has made available to the Purchasers true and complete copies of all material environmental records, reports, notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies and environmental studies or assessments.]

For purposes of this Section 2.14, (i) “Environmental Laws” means any law, regulation, or other applicable requirement relating to (a) releases or threatened release of Hazardous Substance; (b) pollution or protection of employee health or safety, public health or the environment; or (c) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Substance.

2.15 Disclosure

No representation or warranty by the Company contained in this Agreement, including any statement contained in the Disclosure Schedule or any Closing document contains any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein not misleading.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

As a material inducement to the Company to enter into this Agreement and consummate the transactions contemplated hereby, the Investor hereby makes to the Company the representations and warranties contained in this Section 3 as of each Closing.

3.1. Investment Status

The Investor represents that it is an “accredited investor” as such term is defined in Rule 501 under the Securities Act. The Investor represents to the Company that it is purchasing the Units for its own account, for investment only and not with a view to, or any present intention of, effecting a distribution of such securities or any part thereof except pursuant to a registration or an available exemption under applicable law. The Investor acknowledges that the Units have not been registered under the Securities Act or the securities laws of any state or other jurisdiction and cannot be disposed of unless they are subsequently registered under the Securities Act and any applicable state laws or exemption from such registration is available. The Investor understands that this investment is subject to risks that could cause the Investor to lose its entire investment.

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3.2. Authority

The Investor represents that it has full right, authority, power and capacity under its charter, by-laws or governing partnership agreement, as applicable, to enter into this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of the Investor pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby, and the execution, delivery and performance by the Investor of this Agreement and each such other agreement, document and instrument have been duly authorized by all necessary action under such Investor’s charter, by-laws or governing partnership agreement, as applicable. This Agreement and each agreement, document and instrument executed and delivered by the Investor pursuant to or as contemplated by this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of the Investor enforceable in accordance with their respective terms.

3.3. Investment Banking; Brokerage Fees

The Investor has not incurred or become liable for any broker’s or finder’s fee, banking fees or similar compensation relating to or in connection with the transactions contemplated hereby.

SECTION 4. CONDITIONS OF PURCHASE BY THE INVESTOR

The Investor’s obligations to purchase and pay for the Common Stock and Warrant to be purchased by it shall be subject to compliance by the Company with the agreements herein contained and to the fulfillment to the Investor’ satisfaction, or the waiver by the Investor, on or before the Closing of the following conditions:

4.1. Satisfaction of Conditions

The representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the Closing and each of the conditions specified in this Section 4 shall have been satisfied or waived in writing by the Investor.

4.2. Authorization

The Board of Directors of the Company (if applicable) shall have duly adopted resolutions in a form reasonably satisfactory to the Investor approving the transactions and shall have taken all action necessary for the purpose of authorizing the Company to consummate all of the transactions contemplated hereby (including, without limitation, the issuance of the shares of Common Stock as contemplated herein).

4.3. Delivery of Documents

The Company shall have executed and/or delivered to the Investor or shall have caused to be executed and delivered to the Investor a certificate evidencing the shares of Common Stock and Warrant purchased in accordance with each of the Closing conditions or a statement from the Company’s transfer agent showing the number of shares of Common Stock held for the Investor in book-entry form;

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4.4. All Proceedings Satisfactory.

All corporate and other proceedings taken prior to or at each Closing in connection with the transactions contemplated by this Agreement, and all documents and instruments related thereto, shall be reasonably satisfactory in form and substance to the Investor and the issuance and sale of the shares of Common Stock and the Warrant shall be made in compliance with applicable federal and state law.

4.5. No Violation or Injunction

The consummation of the transactions contemplated by this Agreement shall not be in violation of any law or regulation, and shall not be subject to any injunction, stay or restraining order.

SECTION 5. CONDITIONS TO OBLIGATIONS OF THE COMPANY

The obligation of the Company to consummate this Agreement and the transactions contemplated hereby is subject to the fulfillment, prior to or at the Closing, of the following conditions precedent:

5.1. Satisfaction of Conditions

The representations and warranties of the Investor contained in Section 3 shall be true and correct in all material respects on and as of the Closing as though made on and as of the Closing and each of the conditions specified in this Section 5 shall have been satisfied or waived in writing by the Company.

SECTION 6. SURVIVAL; INDEMNIFICATION

6.1. Survival of Representations, Warranties and Covenants; Indemnification.

(a) All covenants, agreements, representations and warranties of the Company and the Investor made herein and in the certificates, lists, exhibits, schedules or other written information delivered or furnished to the Investor in connection herewith (i) are material, shall be deemed to have been relied upon by the party or parties to whom they are made and shall survive the Closing for a period of not more than two (2) years (the “Survival Period”) regardless of any investigation on the part of such party or its representatives and (ii) shall bind the parties’ successors and assigns (including, without limitation, any successor to the Company by way of acquisition, merger or otherwise), whether so expressed or not, and, except as otherwise provided in this Agreement, all such covenants, agreements, representations and warranties shall inure to the benefit of the Investor’s successors and assigns and to its transferees of Securities, whether so expressed or not; provided, that any claim for indemnification made prior to the expiration of such Survival Period shall survive thereafter and, as to any such claim, such expiration will not affect the rights to indemnification of the party making such claim.

(b) Each party to this Agreement agrees to indemnify and hold harmless the other party and its affiliates and their respective direct and indirect partners (including partners of partners and stockholders and members of partners), members, stockholders, directors, officers, employees, attorneys and agents and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Indemnified Persons”), from and against any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, attorneys’ fees, expenses and disbursements of any kind which may be imposed upon, incurred by or asserted against such party or such other Indemnified Persons in any manner relating to or arising out of any untrue representation, breach of warranty or failure to perform any covenants or agreements by the indemnifying party contained herein or in any certificate or document delivered pursuant hereto or otherwise relating to or arising out of the transactions contemplated hereby.

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SECTION 7. COVENANTS

7.1. Registration of Common Stock

(a) The Company shall, within 60 calendar days after it receives its audited financial statements for the years ended December 31, 2020 and 2019 (“Filing Deadline”), use its commercial best efforts to file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-1 (or, if such form is unavailable for such a registration, on such other form as is available for such registration), covering the resale of all of the Common Stock purchased under the terms of this Agreement as well as all Warrant Shares (the “Registrable Securities”), which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon stock splits, stock dividends or similar transactions except to the extent that the SEC requires the share amount to be reduced as a condition of effectiveness. The Registration Statement shall be prepared by the Company’s legal counsel. For each 30 days that the Company fails to meet its Filing Deadline, the Company shall increase the number of shares of Common Stock to be purchased by the Investor and the number of shares to be exercised under the Warrant by 1% of the total number of shares of Common Stock to be purchased under Section 1 of this Agreement or a total of 34,000 shares of Common Stock without any further increase in the $1,020,000 purchase price of the 17 Units.

(b) The Company shall permit the Investor and one (1) legal counsel, designated by the Investor, to review and comment upon the Registration Statement and all amendments and supplements thereto at least two (2) calendar day prior to their filing with the SEC. However, any postponement of a filing of a Registration Statement or any postponement of a request for acceleration or any postponement of the effective date or effectiveness of a Registration Statement by written request of the Investor (collectively, the “Investor’s Delay”) shall not act to trigger any penalty of any kind, or any cash amount due or any in-kind amount due the Investor from the Company under any and all agreements of any nature or kind between the Company and the Investor. The event(s) of an Investor’s Delay shall act to suspend all obligations of any kind or nature of the Company under any and all agreements of any nature or kind between the Company and the Investor.

(c) At the request of the Investor, the Company’s counsel shall furnish to the Investor, within three (3) business days, an opinion letter confirming the effectiveness of the registration statement. Such opinion letter shall be issued as of the date of the effectiveness of the registration statement, in a form suitable to the Investor.

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(d) The Company shall hold in confidence and not make any disclosure of information concerning the Investor unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, or (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction. The Company agrees that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order covering such information.

(e) The Company shall use all commercially reasonable efforts to maintain designation and quotation of all the Registrable Securities covered by any Registration Statement on the OTCQB. If, despite the Company’s commercially reasonable efforts, the Company is unsuccessful in satisfying the preceding sentence, it shall use commercially reasonable efforts to cause all the Registrable Securities covered by any Registration Statement to be listed on each other national securities exchange and automated quotation system, if any, on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange or system. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 7.1.

7.2 Right of First Refusal

If the Company intends to enter into any sale of its capital stock in excess of $100,000, the Company shall provide the Investor with ten (10) business days’ notice of the terms of such financing, and the Investor shall have the right to purchase such Investor’s pro rata number of shares calculated on a fully diluted basis under the terms of such financing by providing five (5) days’ notice to the Company of such Investor’s exercise of this right of first refusal. The Investor’s pro rata share shall be equal to the product obtained by multiplying (i) the aggregate number of shares to be sold by the Company and (ii) a fraction, the numerator of which is the number of shares of Common Stock issued or issuable upon the conversion or exercise of any rights to acquire shares of Common Stock held by the Investor at the time of the notice, and the denominator of which is the total number of shares of Common Stock issued or issuable upon the conversion or exercise of any rights to acquire shares of Common Stock at the time of the notice held by all shareholders or holders of convertible securities.

7.3 Best Share Price

If the Company issues in the next six (6) months after the Closing to any person any shares of Common Stock at a price per share less than $0.30 per share, as may be adjusted for stock splits and recapitalizations, then the Investor shall be granted such number of additional shares of Common Stock equal to the number of shares of Common Stock as the Investor would have received had the purchase price been at such lower per share price. The number of shares exercisable under the Warrant shall increase by that same number of shares of Common Stock. The terms of this Section 7.2 shall exclude Common Stock issued in connection with any stock option plan, bank financings, repurchase or extinguishment of current debt, repurchase of shares issued to employees and consultants and mergers and acquisitions.

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7.4 Authorized Shares

The Company shall have at least 110% of the number of shares of Common Stock and Warrant Shares issuable under this Agreement to the Investor authorized and unissued for so long as the Investor holds Common Stock and the Warrant.

SECTION 8. GENERAL

8.1. Amendments, Waivers and Consents

For purposes of this Agreement, no course of dealing between or among any of the parties hereto and no delay on the part of any party hereto in exercising any rights hereunder or thereunder shall operate as a waiver of the rights hereof and thereof. No provision hereof may be waived otherwise than by a written instrument signed by the party or parties so waiving such covenant or other provision. No amendment to this Agreement may be made without the written consent of the Company and the Investor.

8.2. Legend on Securities

The Company and the Investor acknowledge and agree that the following legend (or one substantially similar thereto) shall be typed on each certificate evidencing any of the securities issued hereunder held at any time by the Investor:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS.

8.3. Governing Law

This Agreement shall be governed by, construed and enforced in accordance with, the laws of the State of Nevada without regard to the principles thereof relating to conflict of laws.

8.4. Section Headings and Gender

The descriptive headings in this Agreement have been inserted for convenience only and shall not be deemed to limit or otherwise affect the construction of any provision thereof or hereof. The use in this Agreement of the masculine pronoun in reference to a party hereto shall be deemed to include the feminine or neuter, and vice versa, as the context may require.

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8.5. Counterparts

This Agreement may be executed simultaneously in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute but one and the same document.

8.6. Notices and Demands

Any notice or demand which is required or provided to be given under this Agreement shall be deemed to have been sufficiently given and received for all purposes when delivered by hand, telecopy, telex or other method of facsimile, by electronic mail upon confirmation of receipt, or five (5) days after being sent by certified or registered mail, postage and charges prepaid, return receipt requested, or two (2) days after being sent by overnight delivery providing receipt of delivery:

If to the Company:

Agro Capital Management Corp.

2620 Regatta Drive

Suite 102

Las Vegas, NV 89128

Attn: Scott Benson, CEO

email: sbenson@apexdsc.com

With a copy to:

Culhane Meadows PLLC

1701 Pennsylvania Avenue, N.W.

Suite 200

Washington, D.C. 20006

Attn: Ernest M. Stern, Esq.

email: estern@cm.law

If to the Investor:

Merida Capital Holdings LLC

641 Lexington Avenue

Suite 1801

New York, NY 10022

Attn: Jeff Monat, Senior Partner

Email: jeff@meridacap.com

8.8. Jurisdiction of Disputes; Venue.

The parties irrevocably submit to the jurisdiction of any federal or state court in New York County, New York in any action arising out of this Agreement, and waive, to the fullest extent that they may effectively do so, the defense of an inconvenient forum. The parties also agree that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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8.8. Assignability

The rights of the Investor set forth in this Agreement are transferable to each transferee who receives shares of Common Stock. Each such transferee must consent in writing to be bound by the terms and conditions of this Agreement in order to acquire the rights set forth herein.

8.9. Integration

This Agreement, including the exhibits, documents and instruments referred to herein, constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

8.10. Recitals

The parties acknowledge the accuracy of the Recitals and incorporate the Recitals into and make them a part of this Agreement.

8.11 Publicity

Neither the Investor nor the Company shall issue any press release or make any public disclosure regarding the transactions contemplated hereby unless such press release or public disclosure is approved by those parties mentioned in such press release or public disclosure in advance.

8.12 Confidentiality.

Subject to the terms and conditions of this section 8.12, each of the parties hereto shall treat as confidential the terms and conditions of this Agreement and all knowledge and information concerning the business or property of the other party (the “Information”) which may be acquired in the course of negotiation or performance of this Agreement. Each party further agrees that it will not divulge to any third parties, without the prior written consent of the other parties, any of the Information. Each party further agrees that it will not make any commercial use whatsoever of the Information without the prior written consent of the other party and that the Information shall be used solely for that party’s performance under this Agreement. The obligations of each party under this section 8.12 do not apply to:

(a)	Information which can be demonstrated by the disclosing party to have been, at the time of its receipt by such party or thereafter, public information or information that is publicly available by reason other than the failure of the disclosing party to comply with the undertakings set forth herein;
(b)	Information which can be demonstrated by the disclosing party to have been in its lawful possession and not supplied by the other Party, prior to the disclosing Party’s initial receipt hereunder;
(c)	Information which can be demonstrated by the disclosing party to have been acquired lawfully by such Party from a third party not under any obligation of confidentiality to the other Party; or
(d)	Information which the disclosing party is legally obligated to disclose, in which case the disclosing Party shall give at least 20 days advance notice to the other Party prior to such disclosure.

Each party further agrees that only those of its employees, servants or agents who have a need to receive Information for the performance of its obligations under this Agreement shall have access thereto and, in such event, such party agrees and undertakes to cause its said employees, servants and agents to hold such Information so received under the obligations of confidentiality imposed by this section 8.12. For greater certainty, each party shall be responsible to the other party for any disclosure or use of the Information contrary to this Agreement by any of such parties’ employees, servants or agents or any other party to whom such party has disclosed such Information.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company and the Investor have caused this Stock and Warrant Purchase Agreement to be duly executed and delivered by their proper and duly authorized representatives as of the day and year first above written.

AGRO CAPITAL MANAGEMENT CORP.
By:	/s/ Scott Benson
Name:	Scott Benson
Title:	CEO

INVESTOR
MERIDA CAPITAL HOLDINGS LLC
By:	/s/ Mitch Baruchowitz
Name:	Mitch Baruchowitz
Title:	Managing Partner

[Signature Page to Stock Purchase and Warrant Agreement]

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DISCLOSURE SCHEDULE

Schedule 2.11 (Tax Returns and Payments)

The Company has filed extensions for its federal and state income taxes for the years 2020 and 2019. As of most recent quarter ended June 30, 2021, the Company had estimated federal and state loans payable for certain payroll and excise taxes of approximately $800,000 and $1,00,000, respectively, as detailed in the Company’s financial statements that have been provided to the Investor. The Company is in the process of negotiating payment plans with the IRS to pay off the loans in full over the next five years but expects to do so sooner to reduce certain penalties and accrued interest. Excise tax payments are proceeding according to the schedule agreed upon with the State of California. The Company anticipates an insurance settlement from a current lawsuit which, if successful, will accelerate payment of most if not all of the outstanding payroll and excise taxes due. Regardless of the outcome of the lawsuit, monthly payments have been allocated for payment of these taxes in the cash planning forecast.

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Exhibit A

FORM OF WARRANT

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EX-10.2

Exhibit 10.2

 

 

 

 

 

 

 

 

EX-10.3

Exhibit 10.3

AGRO CAPITAL MANAGEMENT CORP.

STOCK AND WARRANT PURCHASE AGREEMENT

As of July 12, 2021

Agro Capital Management Corp.

Stock and Warrant Purchase Agreement

as of July 12, 2021

		Page
SECTION 1.	PURCHASE AND SALE	1
1.1.	Purchase and Sale.	1
1.2.	Closing.	1
1.3.	Transfer Taxes	1
SECTION 2.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	2
2.1.	Organization and Corporate Power	2
2.2.	Capitalization	2
2.3.	Authorization	3
2.4.	Noncontravention	3
2.5.	Subsidiaries	4
2.6.	Financial Statements	4
2.7.	Disclosure	4
SECTION 3.	REPRESENTATIONS AND WARRANTIES OF THE INVESTOR	4
3.1.	Investment Status	4
3.2.	Authority	4
3.3.	Investment Banking; Brokerage Fees	5
SECTION 4.	CONDITIONS OF PURCHASE BY THE INVESTOR	5
4.1.	Satisfaction of Conditions	5
4.2.	Board Appointment and Board Composition	5
4.3.	Authorization	5
4.4.	Delivery of Documents	5
4.5.	All Proceedings Satisfactory.	5
4.6.	No Violation or Injunction.	5
SECTION 5.	CONDITIONS TO OBLIGATIONS OF THE COMPANY	5
5.1.	Satisfaction of Conditions	5
SECTION 6.	SURVIVAL; INDEMNIFICATION	6
6.1.	Survival of Representations, Warranties and Covenants; Indemnification.	6
SECTION 7.	COVENTANTS	6
7.1.	Registration of Common Stock	6
SECTION 8.	GENERAL	7
8.1.	Amendments, Waivers and Consents	7
8.2.	Legend on Securities	7
8.3.	Governing Law and Dispute Resolution	7
8.4.	Section Headings and Gender	8
8.5.	Counterparts	8
8.6.	Notices and Demands	8
8.7.	Dispute Resolution	8
8.8.	Assignability	9
8.9.	Integration	9
8.10.	Recitals	9
8.11.	Publicity	9
8.12.	Confidentiality	9

DISCLOSURE SCHEDULE

Schedule 2.2

(i)

STOCK AND WARRANT PURCHASE AGREEMENT

THIS STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of this 6^th day of July, 2021, by and between Agro Capital Management Corp., a Nevada corporation (together with any predecessors or successors thereto as the context requires, the “Company”), and Maenza Enterprises LLC d/b/a Trendix Enterprises LLC (the “Investor”).

WHEREAS, the Company intends to raise up to $3,000,000 (the “Financing”) to expand the Company’s business through acquisitions and organic growth; and

WHEREAS, the Company has authorized the issuance and sale of 50 units (each a “Unit” and collectively the “Units”) at a price of $60,000 per Unit, each Unit consisting of 200,000 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”) and 200,000 Common Stock purchase warrants (each a “Warrant” and collectively the “Warrants”) with an exercise price of $0.60 per share and a two (2) year exercise period in the form attached hereto as Exhibit A.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, and for other good valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. PURCHASE AND SALE

1.1 Purchase and Sale.

(a) Upon the terms and subject to the conditions herein, and in reliance on the representations and warranties set forth in Section 2, the Investor irrevocably subscribes for and agrees to purchase from the Company three and one half (3.5) Units for a purchase price of $210,000, and the Company agrees to sell to the Investor, upon execution of this Agreement, a total of three and one half (3.5) Units representing 700,000 shares of Common Stock.

The Investor shall purchase the Shares in cash by check or wire transfer of immediately available funds to:

Bank Name: Wells Fargo Bank

Routing Number: 121000248

Account Number 3445594629

Account Name: Apex Holdings - Agro Capital

1.2. Closing. The purchase and sale of the shares of Common Stock and the Warrant (the “Closing”) shall take place at the offices of Culhane Meadows PLLC, 1101 Pennsylvania Avenue, N.W., Suite 300, Washington, D.C. 20004 or at such other time and place as the Company and the Investor mutually agree upon, orally or in writing, following completion of the Closing conditions.

1.3 Transfer Taxes All transfer taxes, fees and duties under applicable law incurred in connection with the sale and transfer of the shares of the Company’s Common Stock and Warrant under this Agreement will be borne and paid by the Company and the Company shall promptly reimburse the Investor for any such tax, fee or duty which it is required to pay under applicable law.

SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

To induce the Investor to enter into this Agreement and consummate the transactions contemplated hereby, the Company hereby makes to the Investor the representations and warranties contained in this Section 2 as of the Closing. Such representations and warranties are subject to the qualifications and exceptions set forth in the Company’s publicly filed documents on OTC Markets (OTC Pink: ACMB) or the disclosure schedule delivered to the Investor pursuant to this Agreement (the “Disclosure Schedule”); provided, however, that any information set forth in a Section of the Disclosure Schedule shall not be incorporated (unless by specific reference) to any other section of the Disclosure Schedule.

2.1. Organization and Corporate Power The Company is a corporation duly organized and, following the Closing, will be validly existing and in corporate good standing under the laws of the State of Nevada. The Company is duly qualified to conduct business and, following the Closing, will be in corporate good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would not have any change or effect that is materially adverse to the properties, assets, business, condition (financial or otherwise), prospects or results of operations of the Company. The Company has the corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has furnished or made available to the Investor, true and complete copies of its Articles of Incorporation and Bylaws, each as amended and as in effect on the date hereof (hereinafter the “Company Charter” and “Bylaws”, respectively). The Company is not in default under or in violation of any provision of the Company Charter or Bylaws.

2.2. Capitalization The authorized capital stock of the Company is 200,000,000 shares of Common Stock, of which 39,770,000 shares are issued and outstanding. All issued and outstanding shares of the Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. All of the outstanding shares of common stock and other outstanding securities of the Company have been duly and validly issued in compliance with federal and state securities laws. Section 2.2 of the Disclosure Schedule sets forth a complete and accurate list outstanding of authorized subscriptions, options, warrants, plans or, except for this Agreement and as contemplated by this Agreement, other agreements or rights of any kind to purchase or otherwise receive or be issued, securities or obligations of any kind convertible into, any shares of capital stock or other securities of the Company, and there are no dividends which have accrued or been declared but are unpaid on the capital stock of the Company. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company. All of the issued and outstanding shares of the Company’s capital stock are free and clear of any liens, pledges, encumbrances, charges, agreements adversely effecting title to such shares or claims (other than those created by virtue of this Agreement), and the certificates evidencing the ownership of such shares are in proper form for the enforcement of the rights and limitations of rights pertaining to said shares which are set forth in the Company Charter and Bylaws. As of the Closing, there are (A) no preemptive rights, rights of first refusal, put or call rights or obligations or anti-dilution rights with respect to the issuance, sale or redemption of the Company’s capital stock, (B) no rights to have the Company’s capital stock registered for sale to the public in connection with the laws of any jurisdiction and (C) no documents, instruments or agreements relating to the voting of the Company’s voting securities or restrictions on the transfer of the Company’s capital stock.

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2.3. Authorization The Company has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement, the performance by the Company of this Agreement, the consummation by the Company of the transactions contemplated hereby and the sale and delivery of the Company’s shares of Common Stock have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights generally, and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought.

2.4. Noncontravention Subject to compliance with the applicable requirements of the Securities Act, the Exchange Act, and any applicable state securities laws, the execution and delivery of this Agreement by the Company, the sale and delivery of the Company’s shares of Common Stock, and the consummation by the Company of the transactions contemplated hereby, will not: (a) conflict with or violate any provision of the Company Charter or the Bylaws; (b) require on the part of the Company any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than any filing, permit, authorization, consent or approval which if not made or obtained would not have any change or effect that is materially adverse to the properties, assets, business, condition (financial or otherwise), prospects or results of operations of the Company or any Subsidiary, taken as a whole (a “Material Adverse Effect”); (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract listed in Section 2.4 of the Disclosure Schedule, except for any conflict, breach, default, acceleration, right to accelerate, termination, modification, cancellation, notice, consent or waiver that would not reasonably be expected to have a Material Adverse Effect on the Company; (d) result in the imposition of any security interest upon any assets of the Company; or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its properties or assets, other than such conflicts, violations, defaults, breaches, cancellations or accelerations referred to in clauses (a) through (e) (inclusive) hereof which would not have a Material Adverse Effect on the Company.

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2.5. Subsidiaries The Company does not have any direct or indirect subsidiaries or any equity interest in any other firm, corporation, membership, joint venture, association or other business organization.

2.6. Financial Statements The Company has made available its unaudited balance sheet, statement of operations and statement of cash flows as of December 31, 2020 (the “Balance Sheet Date”) and March 31, 2021 (collectively, the “Financial Statements”), all of which have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, fairly and accurately present the financial condition, results of operations and cash flows of the Company as of the respective dates thereof and for the periods referred to therein and are consistent with the books and records of the Company. No material change in the Company’s business has occurred as of the Balance Sheet Date, including any bankruptcy, reorganization, readjustment or succession or any material acquisition or disposition of its assets.

2.7. Disclosure No representation or warranty by the Company contained in this Agreement, including any statement contained in the Disclosure Schedule or any Closing Document contains any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements herein not misleading.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

As a material inducement to the Company to enter into this Agreement and consummate the transactions contemplated hereby, the Investor hereby makes to the Company the representations and warranties contained in this Section 3 as of each Closing.

3.1. Investment Status The Investor represents that it is an “accredited investor” as such term is defined in Rule 501 under the Securities Act. The Investor represents to the Company that it is purchasing the Units for its own account, for investment only and not with a view to, or any present intention of, effecting a distribution of such securities or any part thereof except pursuant to a registration or an available exemption under applicable law. The Investor acknowledges that the Units have not been registered under the Securities Act or the securities laws of any state or other jurisdiction and cannot be disposed of unless they are subsequently registered under the Securities Act and any applicable state laws or exemption from such registration is available. The Investor understands that this investment is subject to risks that could cause the Investor to lose its entire investment.

3.2. Authority The Investor represents that it has full right, authority, power and capacity under its charter, by-laws or governing partnership agreement, as applicable, to enter into this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of the Investor pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby, and the execution, delivery and performance by the Investor of this Agreement and each such other agreement, document and instrument have been duly authorized by all necessary action under such Investor’s charter, by-laws or governing partnership agreement, as applicable. This Agreement and each agreement, document and instrument executed and delivered by the Investor pursuant to or as contemplated by this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of the Investor enforceable in accordance with their respective terms.

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3.3. Investment Banking; Brokerage Fees The Investor has not incurred or become liable for any broker’s or finder’s fee, banking fees or similar compensation relating to or in connection with the transactions contemplated hereby.

SECTION 4. CONDITIONS OF PURCHASE BY THE INVESTOR

The Investor’s obligations to purchase and pay for the Common Stock and Warrant to be purchased by it shall be subject to compliance by the Company with the agreements herein contained and to the fulfillment to the Investor’ satisfaction, or the waiver by the Investor, on or before the Closing of the following conditions:

4.1. Satisfaction of Conditions The representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the Closing and each of the conditions specified in this Section 4 shall have been satisfied or waived in writing by the Investor.

4.2. Authorization The Board of Directors of the Company (if applicable) shall have duly adopted resolutions in a form reasonably satisfactory to the Investor approving the transactions and shall have taken all action necessary for the purpose of authorizing the Company to consummate all of the transactions contemplated hereby (including, without limitation, the issuance of the shares of Common Stock as contemplated herein).

4.3. Delivery of Documents The Company shall have executed and/or delivered to the Investor or shall have caused to be executed and delivered to the Investor a certificate evidencing the shares of Common Stock and Warrant purchased in accordance with each of the Closing conditions or a statement from the Company’s transfer agent showing the number of shares of Common Stock held for the Investor in book-entry form;

4.4. All Proceedings Satisfactory. All corporate and other proceedings taken prior to or at each Closing in connection with the transactions contemplated by this Agreement, and all documents and instruments related thereto, shall be reasonably satisfactory in form and substance to the Investor and the issuance and sale of the shares of Common Stock and the Warrant shall be made in compliance with applicable federal and state law.

4.5. No Violation or Injunction. The consummation of the transactions contemplated by this Agreement shall not be in violation of any law or regulation, and shall not be subject to any injunction, stay or restraining order.

SECTION 5. CONDITIONS TO OBLIGATIONS OF THE COMPANY

The obligation of the Company to consummate this Agreement and the transactions contemplated hereby is subject to the fulfillment, prior to or at the Closing, of the following conditions precedent:

5.1. Satisfaction of Conditions The representations and warranties of the Investor contained in Section 3 shall be true and correct in all material respects on and as of the Closing as though made on and as of the Closing and each of the conditions specified in this Section 5 shall have been satisfied or waived in writing by the Company.

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SECTION 6. SURVIVAL; INDEMNIFICATION

6.1. Survival of Representations, Warranties and Covenants; Indemnification.

(a) All covenants, agreements, representations and warranties of the Company and the Investor made herein and in the certificates, lists, exhibits, schedules or other written information delivered or furnished to the Investor in connection herewith (i) are material, shall be deemed to have been relied upon by the party or parties to whom they are made and shall survive the Closing for a period of not more than two (2) years (the “Survival Period”) regardless of any investigation on the part of such party or its representatives and (ii) shall bind the parties’ successors and assigns (including, without limitation, any successor to the Company by way of acquisition, merger or otherwise), whether so expressed or not, and, except as otherwise provided in this Agreement, all such covenants, agreements, representations and warranties shall inure to the benefit of the Investor’s successors and assigns and to its transferees of Securities, whether so expressed or not; provided, that any claim for indemnification made prior to the expiration of such Survival Period shall survive thereafter and, as to any such claim, such expiration will not affect the rights to indemnification of the party making such claim.

(b) Each party to this Agreement agrees to indemnify and hold harmless the other party and its affiliates and their respective direct and indirect partners (including partners of partners and stockholders and members of partners), members, stockholders, directors, officers, employees, attorneys and agents and each person who controls any of them within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Indemnified Persons”), from and against any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, attorneys’ fees, expenses and disbursements of any kind which may be imposed upon, incurred by or asserted against such party or such other Indemnified Persons in any manner relating to or arising out of any untrue representation, breach of warranty or failure to perform any covenants or agreements by the indemnifying party contained herein or in any certificate or document delivered pursuant hereto or otherwise relating to or arising out of the transactions contemplated hereby.

SECTION 7. COVENANTS

7.1. Registration of Common Stock

The Company shall, within 60 calendar days after it receives its audited financial statements for the years ended December 31, 2020 and 2019 (“Filing Deadline”), use its commercial best efforts to file with the SEC a Registration Statement or Registration Statements (as is necessary) on Form S-1 (or, if such form is unavailable for such a registration, on such other form as is available for such registration), covering the resale of all of the Common Stock purchased under the terms of this Agreement as well as all Common Stock underlying the Warrant, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as may become issuable upon stock splits, stock dividends or similar transactions except to the extent that the SEC requires the share amount to be reduced as a condition of effectiveness. The Registration Statement shall be prepared by the Company’s legal counsel. For each 30 days that the Company fails to meet its Filing Deadline, the Company shall increase the number of shares of Common Stock to be purchased by the Investor and the number of shares to be exercised under the Warrant by 1% of the total number of shares of Common Stock to be purchased under Section 1 of this Agreement or a total of 7,000 shares of Common Stock without any further increase in the $210,000 purchase price of the three (3.5) Units.

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7.2 Best Share Price

If the Company issues in the next six (6) months after the Closing to any person any shares of Common Stock at a price per share less than $0.30 per share, as may be adjusted for stock splits and recapitalizations, then the Investor shall be granted such number of additional shares of Common Stock equal to the number of shares of Common Stock as the Investor would have received had the purchase price been at such lower per share price. The number of shares exercisable under the Warrant shall increase by that same number of shares of Common Stock. The terms of this Section 7.2 shall exclude Common Stock issued in connection with any stock option plan, bank financings, repurchase or extinguishment of current debt, repurchase of shares issued to employees and consultants and mergers and acquisitions.

SECTION 8. GENERAL

8.1. Amendments, Waivers and Consents For purposes of this Agreement, no course of dealing between or among any of the parties hereto and no delay on the part of any party hereto in exercising any rights hereunder or thereunder shall operate as a waiver of the rights hereof and thereof. No provision hereof may be waived otherwise than by a written instrument signed by the party or parties so waiving such covenant or other provision. No amendment to this Agreement may be made without the written consent of the Company and the Investor.

8.2. Legend on Securities The Company and the Investor acknowledge and agree that the following legend (or one substantially similar thereto) shall be typed on each certificate evidencing any of the securities issued hereunder held at any time by the Investor:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES AND BLUE SKY LAWS.

8.3. Governing Law This Agreement shall be governed by, construed and enforced in accordance with, the laws of the State of Nevada without regard to the principles thereof relating to conflict of laws.

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8.4. Section Headings and Gender The descriptive headings in this Agreement have been inserted for convenience only and shall not be deemed to limit or otherwise affect the construction of any provision thereof or hereof. The use in this Agreement of the masculine pronoun in reference to a party hereto shall be deemed to include the feminine or neuter, and vice versa, as the context may require.

8.5. Counterparts This Agreement may be executed simultaneously in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute but one and the same document.

8.6. Notices and Demands Any notice or demand which is required or provided to be given under this Agreement shall be deemed to have been sufficiently given and received for all purposes when delivered by hand, telecopy, telex or other method of facsimile, by electronic mail upon confirmation of receipt, or five (5) days after being sent by certified or registered mail, postage and charges prepaid, return receipt requested, or two (2) days after being sent by overnight delivery providing receipt of delivery:

If to the Company:

Agro Capital Management Corp.

3651 Lindell Road

Suite D430

Las Vegas, Nevada 89103

Attn: Scott Benson, CEO

email: sbenson@apexdsc.com

With a copy to:

Culhane Meadows PLLC

1101 Pennsylvania Avenue, N.W.

Suite 300

Washington, D.C. 20004

Attn: Ernest M. Stern, Esq.

email: estern@cm.law

If to the Investor:

Maenza Enterprises LLC d/b/a Trendix Enterprises LLC

78 SW 7th Street, Ste. 500

Miami, FL 33130

Email: jmaenza1957@yahoo.com

8.8. Jurisdiction of Disputes; Venue.

The parties irrevocably submit to the jurisdiction of any federal or state court in Los Angeles County, California in any action arising out of this Agreement, and waive, to the fullest extent that they may effectively do so, the defense of an inconvenient forum. The parties also agree that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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8.8. Assignability The rights of the Investor set forth in this Agreement are transferable to each transferee who receives shares of Common Stock. Each such transferee must consent in writing to be bound by the terms and conditions of this Agreement in order to acquire the rights set forth herein.

8.9. Integration This Agreement, including the exhibits, documents and instruments referred to herein, constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

8.10. Recitals The parties acknowledge the accuracy of the Recitals and incorporate the Recitals into and make them a part of this Agreement.

8.11 Publicity Neither the Investor nor the Company shall issue any press release or make any public disclosure regarding the transactions contemplated hereby unless such press release or public disclosure is approved by those parties mentioned in such press release or public disclosure in advance.

8.12 Confidentiality.

Subject to the terms and conditions of this section 8.12, each of the parties hereto shall treat as confidential the terms and conditions of this Agreement and all knowledge and information concerning the business or property of the other party (the “Information”) which may be acquired in the course of negotiation or performance of this Agreement. Each party further agrees that it will not divulge to any third parties, without the prior written consent of the other parties, any of the Information. Each party further agrees that it will not make any commercial use whatsoever of the Information without the prior written consent of the other party and that the Information shall be used solely for that party’s performance under this Agreement. The obligations of each party under this section 8.12 do not apply to:

(a)	Information which can be demonstrated by the disclosing party to have been, at the time of its receipt by such party or thereafter (but prior to its disclosure to a third party), public information or information known generally in the trade by reason other than the failure of the disclosing party to comply with the undertakings set forth herein;
(b)	Information which can be demonstrated by the disclosing party to have been in its lawful possession and not supplied by the other Party, prior to the disclosing Party’s initial receipt hereunder;
(c)	Information which can be demonstrated by the disclosing party to have been acquired lawfully by such Party from a third party not under any obligation of confidentiality to the other Party; or
(d)	Information which the disclosing party is legally obligated to disclose, in which case the disclosing Party shall give at least 20 days advance notice to the other Party prior to such disclosure.

Each party further agrees that only those of its employees, servants or agents who have a need to receive Information for the performance of its obligations under this Agreement shall have access thereto and, in such event, such party agrees and undertakes to cause its said employees, servants and agents to hold such Information so received under the obligations of confidentiality imposed by this section 8.12. For greater certainty, each party shall be responsible to the other party for any disclosure or use of the Information contrary to this Agreement by any of such parties’ employees, servants or agents or any other party to whom such party has disclosed such Information.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company and the Investor have caused this Stock and Warrant Purchase Agreement to be duly executed and delivered by their proper and duly authorized representatives as of the day and year first above written.

AGRO CAPITAL MANAGEMENT CORP.
By:	/s/ Scott Benson
Name:	Scott Benson
Title:	CEO

INVESTOR
MAENZA ENTERPRISES LLC
d/b/a TRENDIX ENTERPRISES LLC
By:	/s/ Joseph Maenza
Name:	Joseph Maenza
Title:	President

[Signature Page to Stock Purchase and Warrant Agreement]

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DISCLOSURE SCHEDULE

Schedule 2.2 (Capitalization)

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Exhibit A

FORM OF WARRANT

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EX-10.4

Exhibit 10.4

MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (hereinafter the “Agreement”) is made and entered into effective as of the 17th day of November, 2021 (the “Effective Date”), by and among Russell Kim (the “Seller”), the sole member and holder of membership interests in Primo Laboratories LLC (“Company”), an Oklahoma company, and Agro Capital Management Corp., a Nevada Corporation (the “Buyer”).

RECITALS

WHEREAS, Seller is the only member, owner, and operator of Company, a licensed cannabis processing company located at 2222 W. Hefner Road, Suite C (the “Property”);

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, subject to the terms and conditions of this Agreement, one hundred percent (100%) of all membership interests in Company;

WHEREAS, Seller further desires to convey to Buyer, all of the assets, whether tangible or intangible, and business personal property utilized in the Company’s business operations, subject only to the express terms and conditions limiting the transfer thereof;

WHEREAS, in connection with the sale and transfer of the Company’s membership interests and assets utilized in connection with its business, the Parties further desire for Buyer to enter into Lease Agreement(s) in the form and upon the terms set forth in Exhibit A hereto; and

WHEREAS, upon closing of the transactions contemplated in this Agreement, it is the Parties’ intent and understanding that Buyer shall be the exclusive owner of all membership interests of the Company and shall gain full management and control of Company’s operations from Seller. Provided, however, that Buyer shall be contemporaneously issuing interests in the Company to third-parties such that the Company’s membership interests are held in compliance with applicable Oklahoma state law. And provided further, that Seller may remain the record owner of such membership interests of the Company following Closing as is necessary to accomplish the specific and limited purpose of effecting the transfer of any licenses, registrations, and permits held by the Company (the “Licenses”) to Buyer and its designated transferees or assignees, and that such membership interests do not carry with them rights of management, control, or the right to receive distributions or profits from the Company during the time in which such Licenses are being transferred from Seller to Buyer and its designated transferees or assignees names.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

PURCHASE AND SALE

Section 1.1 Sale and Transfer of Membership Interests. Effective as of the Effective Date, Seller hereby sells, assigns, transfers and conveys to Buyer, and Buyer hereby purchases and acquires from Seller, free and clear of all liens, claims and encumbrances of any kind or nature (“Encumbrances”), one hundred percent (100%) of the membership interests of the Company, along with all attendant rights thereto, including ownership of all of the Company’s assets, including, but not limited to, the Company’s contract rights, customer lists, leases, furniture, fixtures, equipment, trademarks, trade names, intellectual property, goodwill, materials, supplies, telephone numbers, business records, cash, accounts receivable and accounts payable; insurance policies; and other assets and properties owned or leased by Seller and used or useful in the Company’s Business and related operations, including but not limited to all of those specific items identified in that Assignment and Bill of Sale, and all schedules thereto, which is attached as Exhibit B hereto (collectively the “Assets”).

Section 1.2 Limitation on Assumption of Liabilities. Except as otherwise set forth herein, Buyer shall not assume, or in any way be responsible or liable for, any liability, obligation, claim or expense of Seller or Company, whether absolute, contingent, known or unknown, to the extent that such liability, claim, or expense accrued prior to the Effective Date of this Agreement, including any Company loan obligations incurred prior to the Effective Date. Except as otherwise set forth specifically herein, the Buyer shall assume no liabilities or obligations of the Company other than obligations arising on or after the Effective Date of this Agreement. Said liabilities to which Buyer does not assume shall specifically and expressly include any of the Company or the Seller’ tax liability accrued prior to the Effective Date of this Agreement.

ARTICLE II

CONSIDERATION; CLOSING

Consideration. In exchange for the transfer of the Membership Interests and all Assets identified on Exhibit A hereto, along with the other and further obligations assumed by the Seller and rights granted to the Buyer as described in this Agreement, Buyer shall deliver to Seller Two Hundred Thousand (200,000) shares of Buyer’s Common Stock upon the terms and conditions described herein (the “Shares”). The Shares shall be issued to Seller upon the closure of this transaction. Further buyer shall register a minimum of 40,000 of the shares upon the filing of the buyers next S-1In further consideration of the issuance of the Shares, Seller also agrees to the following:

(a) To enter into that certain Commercial Lease Agreement for the Property in the form and upon the specific terms set forth on Exhibit A hereto;

(b) To grant Buyer an exclusive option for a period of sixty (60) days from the Closing (defined below) to enter into that certain Commercial Lease Agreement in the form and upon the terms set forth on Exhibit A hereto for the adjoining suite to the Property, 2222 W. Hefner Road, Suite D (the “Adjoining Property”), for purposes of Buyer, or its designated assignee, operating a retail marijuana dispensary on such Adjoining Property; and

(c) To perform all reasonable requests, and to execute any documents that are necessary to facilitate an update or transfer of any Licenses held by the Company or Seller for use in the Company’s operation.

Section 2.2 The Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur contemporaneously with the execution of this Agreement by the Parties. The date on which the Closing actually occurs shall be the “Closing Date.” At Closing, the following documents shall be delivered and the following events shall occur, the execution of each document and the occurrence of each event being a condition precedent to the others and each being deemed to have occurred simultaneously with the others:

(a) The Parties shall execute that certain Commercial Lease Agreement in the form and upon the specific terms set forth on Exhibit A hereto.

(b) The Parties shall execute and deliver the Assignment and Bill of Sale in the form attached hereto as Exhibit B;

(c) Buyer shall execute, acknowledge and deliver such other documents, instruments and certificates as Seller may reasonably require for the consummation of the transactions contemplated by this Agreement; and

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(d) Seller shall execute, acknowledge and deliver such other documents, instruments and certificates as Buyer may reasonably require for the consummation of the transactions contemplated by this Agreement, including the provision of complete account information for all company accounts, and, importantly, any operating agreement needed to submit to the OMMA for the purpose of effecting the transfer of any Licenses to reflect the Company’s new membership.

The failure of any of the preceding conditions precedent shall render this Agreement and the parties’ obligations hereunder voidable by the Buyer. It being the understanding that some of the obligations contemplated in Section 2.2(d) may

Section 2.3 Management and Operation of Company following Closing. Following the Closing of this Agreement, Company’s management shall be immediately restructured such that the Company shall be governed by a manager, or managers, as determined by Buyer in its sole discretion. Any managers of Company prior to the Closing Date, including but not limited to Seller, shall be deemed removed from their position and shall have no further rights to act on behalf of the Company. Further, any Operating Agreement of Company shall be deemed forfeit, void, and of no effect. Buyer shall be permitted to establish and execute an Amended Operating Agreement of its own design in its sole discretion, and Seller shall only hold such interests therein to the extent necessary for facilitating an update and/or transfer of the Company’s Licenses to reflect the Company’s new membership pursuant in accordance with this Agreement.

ARTICLE III

REPRESENTATIONS, WARRANTIES, AND CONTINGENCIES

Section 3.1 Representations and Warranties by Company and Seller. Seller and Company each represent and warrant to Buyer as follows:

(a) Organization of Company. Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation.

(b) Authorization of Transaction. Each has the full power and authority to execute and deliver this Agreement and to perform his/its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of such Party, and is enforceable against same in accordance with its terms.

(c) Licenses and Permits. Seller and Company possess all material governmental Licenses and permits (both State and local) necessary for the operation of the Company’s cannabis business at the Property, copies of which are identified on Schedule 1 hereto, and that all such Licenses and permits are in full force and effect. No violations of such licenses or permits have been recorded and no proceedings are pending, or to such Party’s knowledge, threatened concerning the revocation or limitation of any such License or permit.

(d) Litigation. The Party is not engaged in or threated with any legal proceedings relating to or affecting, or which may materially affect the Company’s business, and there are no proceedings, claims, or investigations of any kind pending or, to the Party’s knowledge, threatened against either the Seller or Company concerning the Company’s business, and the Party has no knowledge of any investigation by either a third party or any governmental agency of Seller, Company, or their business.

(e) Insurance. To the extent the Company maintains polic(ies) of general liability insurance covering the Company’s operations. Such Party is not in default of any such polic(ies) of insurance. Further, there have been no material claims against the Company throughout the term of the Company’s operation, and such Party know of no basis for such a claim.

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(f) No Material Misstatements. No representation or warranty in this Agreement, or any information contained in any document provided to Buyer in connection with this Agreement and the purchase of membership interests in Company, contains any untrue statement or a material fact or omits to state a material fact necessary to make the statements contained therein not misleading.

(g) Compliance with Laws. Each Party has complied in all material respects with all State and local laws, rules, regulations, and orders applicable to Seller and Company’s operation of their cannabis company.

(h) Non-contravention. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller or Company are subject (including but not limited to any tax lien of any federal, state, or local governmental agency) or any provision of its articles of organization or operating agreement, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement in a manner that would result in adverse consequences to Buyer hereunder.

(i) Contracts. Neither Seller nor Company are parties to any contract or agreement with any party not otherwise specifically identified on Schedule 1 hereto and no oral agreements or promises have been made by Seller or Company which create a duty or obligation on the part of Company or Seller concerning Buyer’s management of Company following the Effective Date hereof.

(j) Title and Condition to Membership Interests and Assets. Buyer shall obtain upon closing the transactions contemplated hereby, good title to both the Company’s membership interests and the Assets free and clear of all Encumbrances. Furthermore, all of the Assets sold, assigned and conveyed to Buyer are in good working order and fit for the purposes for which such Assets are intended and contemplated to be used in furtherance of the Company’s business.

Section 3.2 Representations and Warranties by Buyer. Buyer hereby represents and warrants to Seller as follows:

(a) Organization of Buyer. Buyer is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation.

(b) Authorization of Transaction. Buyer has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyer and is enforceable against it in accordance with its terms.

(c) Non-contravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Buyer is subject or any provision of its articles of organization or other governing document, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Buyer is a party or by which it is bound or to which any of its assets are subject.

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ARTICLE IV

CERTAIN COVENANTS OF THE PARTIES

Section 4.1 Further Assurances. After Closing, Buyer and Seller shall execute and deliver, or shall cause to be executed and delivered, from time to time such further instruments of conveyance and transfer, and shall take such other actions as any party may reasonably request, to convey and deliver the Membership Interests and Assets to Buyer and to consummate the transactions hereunder, including the transfer of information necessary to obtain access to and transfer ownership of the licenses detailed on Schedule 1 hereto.

Section 4.2 Compliance with Laws. Seller has at all times while managing and operating the Company complied in all material respects with all applicable state and local laws, rules, regulations, and orders applicable to its operations.

Section 4.3 Trade Names/Marks. It is understood and agreed among the Parties that the Company shall hold and/or retain, as applicable, all trade names and marks associated with Company’s use of “Primo Laboratories” in Company’s operations, which shall remain the exclusive property of the Company, and Seller shall retain no rights, title, or interest therein following the Effective Date of this Agreement.

Section 4.4 Tax Liability. Seller shall be responsible for and shall pay when due any taxes incurred in connection with the consummation of the transactions contemplated under this Agreement as well as any and all income and sales tax liability incurred by Seller and Company prior to the Effective Date of this Agreement. Seller further covenants and warrants that any and all such tax liability accrued prior to the Effective Date has been paid in full or shall be paid in full once due.

Section 4.5 Employees of Company. The parties herein agree and understand that Buyer shall have no obligation to retain any of Company’s employees and that no rights of employment held by Company’s employees shall accrue against or be construed to apply to Buyer or Company following the Effective Date. Provided, however, that Company shall initially retain the services of existing employees for the purpose of transitioning the Company into operations under its new membership, and that Buyer will utilize this period of time to evaluate such employees for retention. Nothing herein is intended to grant any right of employment to any such Company employee or create any contract or term of employment for same.

ARTICLE V

INDEMNIFICATION

Section 5.1 Seller shall indemnify and hold Buyer and Company harmless from and against any and all losses, damages, claims, actions, costs and expenses of whatever nature, including reasonable attorneys’ fees, asserted against or incurred by Buyer as a result of, in connection with, or arising out of (a) the operation or ownership of the Company and/or the Assets by Seller or Company prior to the Effective Date, (b) any breach of any representation, warranty or covenant of Seller contained herein, (c) any failure by Seller to comply with any state or local law governing its operations as a cannabis company prior to the Effective Date, (d) any third-party claim including, without limitation, any litigation or other action of any nature arising out of any act performed, transaction entered into, or state of facts alleged to have existed prior to the Effective Date of this Agreement, or (e) any liability created by Seller, Company, or their agents following the Effective Date to the extent that such liability stems from the Seller or their agent’s representations of rights of ownership or management of the Company.

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Section 5.2 Buyer shall indemnify and hold both Seller harmless from and against any and all losses, damages, claims, actions, costs and expenses of whatever nature, including reasonable attorneys’ fees, asserted against or incurred by Seller (or any of them) as a result of, in connection with or arising out of or relating to (y) the operation or ownership of the Company by Buyer from and after the Effective Date, or (z) any breach of any representation, warranty or covenant of Buyer contained herein.

ARTICLE VI

NON-SOLICITATION AND NON-DISCLOSURE

Section 6.1 Acknowledgment. Seller acknowledges that one of Buyer’s fundamental expectations in purchasing all of the outstanding membership interests and assets of the Company is that the Company’s existing business relationships and goodwill shall be maintained and that the restrictions set forth in this Article VI are reasonable and necessary for the protection of the legitimate business interests and expectations of the Buyer for the Company in entering into this Agreement.

Section 6.2 Non-Solicitation, Non-Acceptance, and Non-Competition. Seller shall not, directly or indirectly, interfere, compete with, solicit, or accept contact with any of Company’s established and existing customers, vendors, employees, or other third-parties with whom Company engages in business in any manner or action which is designed, intended, or would be reasonably anticipated to have the effect of (i) adversely affecting the Buyer or Company’s interests with respect to its relationship with such customer, vendor, employee, or third-party, or (ii) discourages such individual or entity from maintaining its business relationship with the Buyer or Company.

Section 6.3 Non-Disclosure. Without the prior written consent of the Company, Seller shall not disclose, sell, or grant access to any information related to Company’s business to any other third-party or person apart from those exceptions specifically set forth in this Agreement.

Section 6.4 Severability. If at any time any provision of this Article of the Agreement shall be determined to be invalid or unenforceable, whether by reason of being vague or unreasonable in any manner, such provision shall be considered divisible and shall become and be immediately amended to carry out the intent of the parties to the furthest extent permitted by the applicable law, and to render the remaining provisions of this Article reasonable and enforceable by the court or other body having jurisdiction over the matter. Each of the parties hereto shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

ARTICLE VII

CONFIDENTIALITY

Section 7.1 The Parties acknowledge that any oral or written information exchanged among them with respect to this Agreement, including the form and terms thereof, constitutes confidential information. Each Party shall maintain the confidentiality of all such information, and without obtaining the written consent of other Parties, it shall not disclose any relevant information to any third parties, except in the following circumstances: (a) such information is or will be in the public domain (provided that this is not the result of a public disclosure by the receiving party); (b) information disclosed as required by applicable laws or rules or regulations of any stock exchange; or (c) information required to be disclosed by any Party to its legal counsel or financial advisor regarding the transaction contemplated hereunder, and such legal counsel or financial advisors are also bound by confidentiality duties similar to the duties in this Section. Disclosure of any confidential information by the staff members or agents hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

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ARTICLE VIII

MISCELLANEOUS

Section 8.1 Expenses. All costs and expenses incurred by a party hereto in connection with all things required to be done by it hereunder, including but not limited to attorneys’ fees, shall be borne by the party incurring same.

Section 8.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma without reference to the choice of law principles thereof.

Section 8.3 Entire Agreement. This Agreement and the recitals, exhibits and schedules attached hereto contains the entire agreement and understanding between the parties, and supersedes any and all prior agreements, arrangements and understandings relating to the subject matter hereof. There are no written or oral agreements, understandings, representations or warranties between the parties other than those set forth or referred to in this Agreement. No amendment, modification or waiver of this Agreement shall be binding unless consented to in writing by all of the parties hereto.

Section 8.4 Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally or on the third business day after being mailed by registered or certified mail, postage prepaid, addressed as follows:

Seller:

Buyer:	Agro Capital Inc
	2620 Regatta Dr Suite 102
	Las Vegas, NV 8912
	Attn: Ted Hicks

With, in all circumstances, a copy to:

Overman Legal Group, PLLC,

Attn: Justin R. Williams

809 NW 36^th Street

Oklahoma City, OK 73118

Any party may change its address for receiving notices by giving written notice of such change to the other parties in accordance with this Section 8.4.

Section 8.5 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other parties hereto.

Section 8.6 Waiver. No waiver of any term, provision or condition of this Agreement shall be effective unless in writing, signed by the party against whom such waiver is sought to be enforced, and no such waiver shall be deemed to be or construed as a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement, unless specifically so stated in such written waiver.

Section 8.7 Counterparts and Electronic Signatures. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Electronic or scanned copies (pdf) of signatures on this Agreement shall be deemed to be original signatures for all purposes.

Section 8.8 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation shall not affect the validity or enforceability of the remaining terms and provisions hereof.

Section 8.9 Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

Section 8.10 Incorporation of Recitals. The Recitals to this Agreement are incorporated into and made a part of this Agreement as if set forth fully and completely herein.

Section 8.11 Litigation Expense. In any action brought by a party hereto to enforce the obligations of any other party hereto, the prevailing party shall be entitled to collect from the other parties to such action such party’s reasonable attorneys’ and accountants’ fees, court costs and other expenses incidental to such litigation.

Section 8.12 Survival. All of the representations and warranties of the parties contained in this Agreement shall survive the closing of the transactions contemplated herein until the expiration of the applicable statute of limitations. Likewise, any covenant or agreement of any party which contemplates performance after the closing, including, without limitation, the covenants and agreements set forth herein, shall survive until the expiration of the applicable statute of limitations.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Membership Interest Purchase Agreement to be closed for all purposes as of the 17th day of November 2021.

“Seller”	RUSSELL KIM
	By:
“Company”	PRIMO LABORATORIES LLC
	By:
	Printed Name:	Russell Kim
	Title:	Member and Manager
“Buyer”	AGRO CAPITAL MANAGEMENT CORP.
	By:
	Printed name:	Scott Benson
	Title:	CEO

SCHEDULE 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT

LICENSES AND PERMITS HELD BY COMPANY:

OMMA LICENSE NO.: ________________

OBNDD REGISTRATION NO.: __________

LOGIN CREDENTIALS FOR COMPANY’S ACCOUNTS:

No.	Account	Username	Password
1	Company’s OMMA Complia Account
2	Company’s OBNDD Registration Account
3	Company Email Account to Which Company’s OMMA Complia Account is Linked
4	Company Email Account to Which Company’s OBNDD Registration Account is Linked
5	Company’s Oklahoma Sales Tax Account
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CONTRACTS TO WHICH THE COMPANY IS A PARTY OR OBLIGOR/OBLIGEE:

EXHIBIT A

Form of Commercial Lease Agreement(s) between the Parties:

(see attached)

Pertinent Agreed Lease Terms for the Property:

● 1700 Square Feet mol.

● One (1) year initial lease term with three (3) additional three (3) year renewal options in Lessee’s favor

● Triple net Terms at $14.00 annual rental rate per square foot plus $3.00 in additional annual common area maintenance fees per square foot, equating to a $2,408.33 monthly rental payment.

● Lessee’s right to remove all non-permanent improvements from the property upon applicable lease term expiration.

● Lessor’s covenant that use of the Property for operation of a commercial cannabis business shall not be grounds for termination or breach thereof, or otherwise be used as a defense to performance under the lease agreement, due to illegality of the possession or trade of cannabis under federal law.

Pertinent Agreed Lease Terms for the Adjoining Property:

● 1650 Square Feet mol.

● One (1) year initial lease term with three (3) additional three (3) year renewal options in Lessee’s favor

● Triple net Terms at $14.00 annual rental rate per square foot plus $3.00 in additional annual common area maintenance fees per square foot, equating to a $2,337.50 monthly rental payment.

● Lessee’s right to remove all non-permanent improvements from the property upon applicable lease term expiration.

● Lessor’s covenant that use of the Property for operation of a commercial cannabis business shall not be grounds for termination or breach thereof, or otherwise be used as a defense to performance under the lease agreement, due to illegality of the possession or trade of cannabis under federal law.

Lease to commence upon approval of the retail cannabis license.

EXHIBIT B

Assignment and Bill of Sale and Schedule 1 Thereto

(see attached)

ASSIGNMENT AND BILL OF SALE

This Assignment and Bill of Sale is executed and delivered pursuant to that certain Membership Interest Purchase Agreement dated as the date hereof (the “Agreement”) by and among Agro Capital Management Corp. (the “Buyer”), Russell Kim (the “Seller”), and Primo Laboratories LLC (the “Company”). Capitalized terms appearing in this Assignment and Bill of Sale and not otherwise defined in this Assignment and Bill of Sale shall have the meanings assigned to such terms in the Agreement.

1) Seller hereby SELLS, CONVEYS, TRANSFERS, ASSIGNS and DELIVERS to Buyer all of Seller’s right, title and interest in and to the Company’s membership interests and Assets, free and clear of all Encumbrances of any kind or nature.

2) THIS BILL OF SALE IS EXECUTED PURSUANT TO THE AGREEMENT, AND THE TERMS AND CONDITIONS OF THE AGREEMENT, INCLUDING THE REPRESENTATIONS AND WARRANTIES CONCERNING THE MEMBERSHIP INTERESTS AND ASSETS CONVEYED HEREBY, APPLY TO THIS ASSIGNMENT AND BILL OF SALE AS IF FULLY INCORPORATED HEREIN. THE MEMBERSHIP INTERESTS AND ASSETS ARE TRANSFERRED AND SOLD SUBJECT TO AND WITH THE BENEFIT OF ALL THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THE AGREEMENT.

3) This Assignment and Bill of Sale is made without assumption of any liabilities, obligations or debts of Seller, except as otherwise provided in the Agreement.

4) At any time or from time to time after the date hereof, Seller shall execute and deliver or cause to be executed and delivered to the Buyer, its successors and assigns such other instruments and take or cause to be taken such other actions as may reasonably be requested in order to carry out the intent and purposes of the Agreement and this Assignment and Bill of Sale and to more effectively vest title to the Assets in the Buyer and its applicable transferees and assigns.

IN WITNESS WHEREOF, Seller has executed this instrument effective as of the ____ day of __________________, 2021.

“Seller”	RUSSELL KIM
	By:	/s/ Russell Kim
“Company”	PRIMO LABORATORIES LLC
	By:	/s/ Russell Kim
	Printed Name:	Russell Kim
	Title:	Member and Manager
“Buyer”	AGRO CAPITAL MANAGEMENT CORP.
	By:	/s/ Scott Benson
	Printed name:	Scott Benson
	Title:	CEO

SCHEDULE 1 TO EXHIBIT B

NON-EXCLUSIVE LIST OF SPECIFIC ASSETS AND EQUIPMENT

CONVEYED TO BUYER AND/OR WITHHELD BY COMPANY

TO SELLER’S EXCLUSION WITH RESPECT TO CANNABIS PRODUCTS

Shop-Vac 16-Gallon Corded Portable Wet/Dry Shop Vacuum	For cleaning and vacuuming	1
Hefty Kitchen Trash cans	Medium trash cans	2
Commercial Mop	Mop with ringer	1
Dehumidifier	For removing moisture from the air of the lab	2
Hash Washing Work Platform	Platform Holds x1 65 gallon vessel	1
Open Ice Water Hash Washing Liners × 2	Workbags for washing hash in 65 gallon Vessel	2
Frenchy Full Mesh 44 Gallon 8 Bag Kit by Boldt Bags	Bubble Bag set for 44gallon vessel	2
5 gallon Food grade nested bucket set	For test washes	5
Rosin Evolution 5 gallon Bubble Bags 8 bag set	Bubble Bag set for 5 gallon vessel	2
Plumbing to run lines from RO system to Tank and ice machine	Dads Plumbing line running service	1
Food Grade Paddles	For churning material during washes	2
Food Grade Wash Bag Shovel	Food grade work shovel for moving biomass	1
Brute Trash cans	For test washes	5
Bruteless Hash Washing System	15,000 grams per wash	1
Bruteless Hash Washing System extra parts	Hoses, Clamps, Ball Valves, Wye connect	1
Anti-fatique Anti-slip mats	Helps with drainage and slip proofing	2
Food Grade Plastic Buckets for transfering ice	For moving ice from machine to wash vessel	2
Ice Machine Bin	Ice storage bin	1
Stackable Crescent Ice Machine	Manitowoc 489 lbs ice per 24hrs	1
Ice Machine Bin Stand	Custom built raised platform base for ice machine	1
Extra Stainless Steel Harvest Right Freeze Dryer Trays	Freeze Dryer Tray extra set	8
Air Compressor	175 PSI 20 gallon to power Rosin Press	1

Harvest Right pharmaceutical Freeze Dryer Large	For drying out wet hash.	1
Harvest Right Oil Free Scroll Freeze Dryer Vacuum Pump	For powering vacuum of freeze dryer	1
Magnetic Stirrer heating plate	For heating and homogonizing oil	1
Across International Benchtop Decarb Oven	For decarbing waxes for edibles	2
Cascade Sciences Vacuum Oven	10.75 sf ft of tray space	1
Ohaus Triple point Lab Grade Scale	Large weight Lab Scale	1
Ohaus Triple point Lab Grade Scale	Small weight Lab Scale	3
PurePressure Rosin Press Extended Warranty	Rosin Press Warranty	1
Longs Peak Rosin Press w/ Auto Pressure	Press: 8 tons of force	1
Cold Gold Rosin Press Flux Plate	Flux Plate for cooling rosin on parchment paper	1
Longs Peak Complete Accessory Kit	Rosin Press Accessories	1
Metal Packing Trays	Trays for making pre-rolls	20
Futurola SUPER OG SHREDDER	Destems and grinds flower with partical size settings	1
Knockbox 100	For regular pre-rolls, the Knockbox packs 100 rolls	1
Knockbox 100 extra unload station trays	Extra unload trays to accelerate pre-roll production	5
Buddies Bump Box	For hand packing small quantities of pre-rolls	1
Chest Freezer	Solid Top Chest Freezer, 18.5 Cu. Ft. Capacity	1
Coleman Cooler	For transporting small batches of Fresh Frozen	3
One section freezer	For Storing finished Hash Rosin Products	1
Water Filtration System	Reverse Osmosis Triple Filter 15 GPM .2micron rating	1
RO Water Reservoir	500 gallons NSF water tank	1
RO System installation and finalization	KILLR Coffee RO system service and setup	1
5 Gallon Water Jugs	For transporting backup water supply in emergency	6
Mason Jars for Storing hash	Airtight storage for hash	1
6ft Step Ladder	For accessing storage areas	2
Wire Shelving	General Storage	1
Large Stackable Storage Totes	Product Storage	10

8 Pan End Load Undercounter Work Top Cart	Rolling rack for Ice Water Hash trays	1
6 ft Stainless Steel Prep Table with built in Shelf	Workstation for hash extraction area	1
6 ft Stainless Steel Prep Table	Table for Lab Finishing equipment	1
Workstation w/ Power Apron and shelf	For pre-roll production and packaging with stool	2
Truffly Square Candy Mold, TM-SQ-012	For depositing and processing candy	10
Fleetwood Commercial 20qt Stand Mixer	Commercial Tabletop mixers	1
Commerical Oven Range	4 Burners 1 Baker Oven	2
Proofing Sheet Storage Racks	End Load Enclosed Bun / Sheet Pan	2
Tabletop Commercial Scales	Approved for Trade Industrial cooking scales	1
Large folding stepping ladder	Folding step ladder	1
Kitchen Utensils	Pans, Spoons, Bowls, Containers, Pots	1
Reach in Single Fridge	9 Cubic feet	2
Undercounter Reach in Single Fridge	4 Cubic Feet	2
Reach in Double Freezer	18 Cubic feet	1
Wire Shelving	General Storage	2
Stand for Commercial 20qt Mixer	Stand for commercial mixer	1
6 ft Stainless Steel Prep Table	Workstation for infusion kitchen	2
Branding Packaging and Design plus existing packaging		1

EX-10.5

Exhibit 10.5

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THIS WARRANT OR SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THIS WARRANT OR SUCH SECURITIES, AS APPLICABLE, MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.

AGRO CAPITAL MANAGEMENT CORP.

WARRANT TO PURCHASE SHARES OF COMMON STOCK

1. Issuance. For good and valuable consideration as set forth in the Stock and Warrant Purchase Agreement (as defined below), including without limitation the exercise price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by Agro Capital Management Corp., a Nevada corporation, its successors and assigns (“Company”), Maenza Enterprises LLC d/b/a Trendix Enterprises LLC, his successors and/or registered assigns (“Investor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until June 25, 2023 (the “Expiration Date”), 700,000 fully paid and non-assessable shares (the “Warrant Shares”) of Company’s common stock, par value $0.001 per share (the “Common Stock”), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Shares of Common Stock (this “Warrant”).

This Warrant is being issued pursuant to the terms of that certain Stock and Warrant Purchase Agreement dated June 25, 2021, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. This Warrant was issued to Investor on June 25, 2021 (the “Issue Date”).

2. Exercise of Warrant.

2.1. General.

(a) This Warrant is exercisable in whole or in part at any time and from time to time commencing on the Issue Date and ending on the Expiration Date. Such exercise shall be effectuated by submitting to Company (either by delivery to Company or by email or facsimile transmission) a completed and signed Notice of Exercise substantially in the form attached to this Warrant as Exhibit A (the “Notice of Exercise”). The date a Notice of Exercise is delivered to Company shall be the “Exercise Date,” provided that, if such exercise represents the full exercise of the outstanding balance of this Warrant, Investor shall tender this Warrant to Company within five (5) Trading Days thereafter, but only if the Warrant Shares to be delivered pursuant to the Notice of Exercise have been delivered to Investor as of such date. The Notice of Exercise shall be executed by Investor and shall indicate the number of Warrant Shares to be issued pursuant to such exercise

(b) The Exercise Price per share of Common Stock for the Warrant Shares shall be payable, at the election of Investor, in cash or by certified or official bank check or by wire transfer in accordance with instructions provided by Company at the request of Investor.

(c) Upon the appropriate payment to Company of the Exercise Price for the Warrant Shares, Company shall promptly, but in no case later than the date that is ten (10) Trading Days following the date the Exercise Price is paid to Company (the “Delivery Date”), deliver or cause Company’s Transfer Agent to deliver the applicable Warrant Shares electronically via the DWAC system to the account designated by Investor on the Notice of Exercise. If for any reason Company is not able to so deliver the Warrant Shares via the DWAC system, Company shall instead, on or before the applicable date set forth above in this subsection, issue and deliver to Investor or its broker (as designated in the Notice of Exercise), via reputable overnight courier, a certificate, registered in the name of Investor or its designee, representing the applicable number of Warrant Shares.

(d) In no event may this Warrant be net cash settled.

2.2. Mandatory Exercise. Should the registration statement that Company is obligated to file under the terms of the Purchase Agreement of the Common Stock underlying this Warrant be deemed effective and the Common Stock trade a minimum of 10,000 shares per day over $3.00 for a period of 30 Trading Days, Investor shall have a 60 day period to exercise this Warrant or this Warrant shall be cancelled.

3. Mutilation or Loss of Warrant. Upon receipt by Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the case of mutilation) upon surrender and cancellation of this Warrant, Company will execute and deliver to Investor a new Warrant of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.

4. Rights of Investor. Investor shall not, by virtue of this Warrant alone, be entitled to any rights of a stockholder in Company, either at law or in equity, and the rights of Investor with respect to or arising under this Warrant are limited to those expressed in this Warrant and are not enforceable against Company except to the extent set forth herein

5. Adjustments. If Company shall issue any shares of Common Stock as a stock dividend or subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either such case, the Exercise Price in effect before such dividend or subdivision shall be proportionately reduced and the number of Warrant Shares at that time issuable pursuant to the exercise of this Warrant shall be proportionately increased; and, conversely, if Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares, then the Exercise Price in effect before such combination shall be proportionately increased and the number of Warrant Shares at that time issuable pursuant to the exercise or conversion of this Warrant shall be proportionately decreased. Each adjustment in the number of shares of Warrant Stock issuable shall be to the nearest whole share.

6. Certificate as to Adjustments. In the case of any adjustment in the Exercise Price or Warrant Shares, Company will promptly give written notice to Investor in the form of a certificate, certified and confirmed by an officer of the Company, setting forth the adjustment in reasonable detail.

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7. Transfer to Comply with the Securities Act. This Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”). Neither this Warrant nor the Warrant Shares may be sold, transferred, pledged or hypothecated without (a) an effective registration statement under the 1933 Act relating to such security or (b) an opinion of counsel reasonably satisfactory to Company that registration is not required under the 1933 Act. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant and any Warrant Shares shall contain a legend, in form and substance satisfactory to counsel for Company, setting forth the restrictions on transfer contained in this Section 7.

8. Notices. Any notice required or permitted hereunder shall be given in the manner provided in the subsection titled “Notices” in the Purchase Agreement, the terms of which are incorporated herein by reference.

9. Supplements and Amendments; Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing signed by the parties hereto. This Warrant, together with the Purchase Agreement, contains the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings with respect to the subject matter hereof and thereof other than as expressly contained herein and therein.

10. Governing Law; Venue. This Warrant shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Nevada. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state and federal courts in Los Angeles County, California. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The prevailing party in any dispute arising under this Agreement shall be entitled to recover from the other party its reasonable attorney’s fees and costs.

11. Waiver of Jury Trial. EACH OF COMPANY AND INVESTOR IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS WARRANT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, COMPANY ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND TRIAL BY JURY.

12. Counterparts. This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Electronic signatures shall be considered original signatures for all purposes hereof.

13. Attorneys’ Fees. In the event of any litigation or dispute arising from this Warrant, the parties agree that the prevailing party shall be entitled to an additional award of the full amount of the reasonable attorneys’ fees and expenses paid by said prevailing party in connection with litigation or dispute.

14. Severability. Whenever possible, each provision of this Warrant shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be invalid or unenforceable in any jurisdiction, such provision shall be modified to achieve the objective of the parties to the fullest extent permitted and such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Warrant or the validity or enforceability of this Warrant in any other jurisdiction.

[Remainder of page intentionally left blank; signature page follows]

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IN WITNESS WHEREOF, Company has caused this Warrant to be duly executed as of the Issue Date.

COMPANY:
Agro Capital Management Corp.
By:	/s/ Scott Benson
	Scott Benson, Chief Executive Officer

[Signature Page to Warrant]

ATTACHMENT 1

DEFINITIONS

For purposes of this Warrant, the following terms shall have the following meanings:

A1. “Exercise Price” means $0.60 per share of Common Stock, as the same may be adjusted from time to time pursuant to the terms and conditions of this Warrant.

A2. “Trading Day(s)” means any day(s) the New York Stock Exchange is open for trading.

Attachment 1 to Warrant, Page 1

EXHIBIT A

NOTICE OF EXERCISE OF WARRANT

TO: AGRO CAPITAL MANAGEMENT CORP.

ATTN: _______________

VIA FAX TO: ( )______________ EMAIL: ______________

The undersigned hereby irrevocably elects to exercise the right, represented by the Warrant to Purchase Shares of Common Stock dated as of June 25, 2021 (the “Warrant”), to purchase shares of the common stock, $0.001 par value (“Common Stock”), of Agro Capital Management Corp., and tenders herewith payment in accordance with Section 2 of the Warrant, as follows:

Warrant Shares: _______________________

Exercise Price: $_______________________

Purchase Price: $___________________ = (Exercise Price x Warrant Shares)

Payment is being made by:

_____ enclosed check

_____ wire transfer

_____ other

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Warrant.

It is the intention of Investor to comply with the provisions of Section 2.2 of the Warrant regarding certain limits on Investor’s right to receive shares thereunder. Investor believes this exercise complies with the provisions of such Section 2.2. Nonetheless, to the extent that, pursuant to the exercise effected hereby, Investor would receive more shares of Common Stock than permitted under Section 2.2, Company shall not be obligated and shall not issue to Investor such excess shares until such time, if ever, that Investor could receive such excess shares without violating, and in full compliance with, Section 2.2 of the Warrant.

As contemplated by the Warrant, this Notice of Exercise is being sent by email to the officer indicated above.

If this Notice of Exercise represents the full exercise of the entire Warrant, Investor will surrender (or cause to be surrendered) the Warrant to Company at the address indicated above by express courier within five (5) Trading Days after the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to Investor.

To the extent the Warrant Shares are not able to be delivered to Investor via the DWAC system, please deliver certificates representing the Warrant Shares to Investor via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to:

_____________________________________

_____________________________________

_____________________________________

Dated: _____________________

___________________________

[Name of Investor]

By:________________________

Exhibit A to Warrant, Page 1

EX-10.6

Exhibit 10.6

AGRO CAPITAL MANAGEMENT, CORP.

CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”) is made and entered into as of March 22, 2021 (“Effective Date”) by and between Agro Capital Management, Corp. (“Company”) and James Pekarsky (“Consultant”), residing at 9778 N 131^st Street, Scottsdale, AZ 85259, who are hereinafter referred to as the “Parties” or a “Party” as context may require.

1. Engagement of Services. Company seeks to engage Consultant with the tasks listed in Statement of Work attached to this Agreement as Exhibit A (“Statement of Work”). A Statement of Work will become binding when both Parties have signed it and once signed, Consultant will be obligated to provide the services as listed in the Statement of Work, subject to the provisions of Section 8. The terms of this Agreement will govern the Statement of Work and services undertaken by Consultant for the benefit of Company. Consultant represents, warrants and covenants that Consultant will perform the services under this Agreement in a timely, professional and workmanlike manner and that all materials and deliverables provided to Company will comply with (i) the requirements set forth in the Statement of Work, (ii) the documentation and specifications for those materials and deliverables, (iii) any samples or documents provided by Consultant to Company.

2. Compensation; Timing. Company will pay Consultant the fee set forth in each Statement of Work for the services provided as specified in that Statement of Work. Company will reimburse Consultant’s documented, out-of-pocket expenses no later than fifteen (15) days after Company’s receipt of Consultant’s itemized invoice, except that reimbursement for expenses may be delayed until that time when Consultant furnishes adequate supporting documentation for the authorized expenses as Company may reasonably request. Upon termination of this Agreement for any reason, Consultant will be: (a) paid fees on the basis stated in the Statement of Work; and (b) reimbursed only for expenses that are properly incurred prior to termination of this Agreement and which are either expressly identified in a Statement of Work or approved in advance in writing by an authorized Company manager.

3. Independent Contractor Relationship. Consultant’s relationship with Company is that of an independent contractor, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship. Consultant will not be entitled to any of the benefits that Company may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. Consultant is not authorized to make any representation, contract or commitment on behalf of Company unless specifically requested or authorized in writing to do so by a Company manager. Consultant is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement. Consultant is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement. No part of Consultant’s compensation will be subject to withholding by Company for the payment of any social security, federal, state or any other employee payroll taxes. Company will regularly report amounts paid to Consultant by filing Form 1099-MISC with the Internal Revenue Service as required by law.

4. Disclosure and Assignment of Work Resulting from Statement of Work.

4.1 “Innovations” and “Company Innovations” Definitions. In this Agreement, “Innovations” means all discoveries, designs, developments, improvements, inventions (whether or not protectable under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protectable under copyright laws), trade secrets, know-how, ideas (whether or not protectable under trade secret laws), mask works, trademarks, service marks, trade names and trade dress. “Company Innovations” means Innovations that Consultant, solely or jointly with others, creates, derives, conceives, develops, makes or reduces to practice under the Statement of Work.

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4.2 Disclosure and Assignment of Company Innovations. Consultant agrees to maintain adequate and current records of all Company Innovations, which records shall be and remain the property of Company. Consultant agrees to promptly disclose and describe to Company all Company Innovations. Consultant hereby does and will irrevocably assign to Company or Company’s designee all of Consultant’s right, title and interest in and to any and all Company Innovations and all associated records. To the extent any of the rights, title and interest in and to Company Innovations cannot be assigned by Consultant to Company, Consultant hereby grants to Company an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to fully use, practice and exploit those non-assignable rights, title and interest, including, but not limited to, the right to make, use, sell, offer for sale, import, have made, and have sold, the Company Innovations. To the extent any of the rights, title and interest in and to the Company Innovations can neither be assigned nor licensed by Consultant to Company, Consultant hereby irrevocably waives and agrees never to assert the non-assignable and non-licensable rights, title and interest against Company, any of Company’s successors in interest, or any of Company’s customers.

4.3 Assistance. Consultant agrees to perform, during and after the term of this Agreement, all acts that Company deems necessary or desirable to permit and assist Company, at its expense, in obtaining, perfecting and enforcing the full benefits, enjoyment, rights and title throughout the world in the Company Innovations as provided to Company under this Agreement. If Company is unable for any reason to secure Consultant’s signature to any document required to file, prosecute, register or memorialize the assignment of any rights under any Company Innovations as provided under this Agreement, Consultant hereby irrevocably designates and appoints Company and Company’s duly authorized officers and agents as Consultant’s agents and attorneys-in-fact to act for and on Consultant’s behalf and instead of Consultant to take all lawfully permitted acts to further the filing, prosecution, registration, memorialization of assignment, issuance and enforcement of rights in, to and under the Company Innovations, all with the same legal force and effect as if executed by Consultant. The foregoing is deemed a power coupled with an interest and is irrevocable.

4.4 Consultant Out-of-Scope Innovations. If Consultant incorporates or permits to be incorporated any Innovations relating in any way, at the time of conception, reduction to practice, creation, derivation, development or making of the Innovation, to Company’s business or actual or demonstrably anticipated research or development but which were conceived, reduced to practice, created, derived, developed or made by Consultant (solely or jointly) either unrelated to Consultant’s work for Company under this Agreement or prior to the Effective Date (collectively, the “Out-of-Scope Innovations”) into any of the Company Innovations, then Consultant hereby grants to Company and Company’s designees a royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to fully use, practice and exploit all patent, copyright, moral right, mask work, trade secret and other intellectual property rights relating to the Out-of-Scope Innovations. Notwithstanding the foregoing, Consultant agrees that Consultant shall not incorporate, or permit to be incorporated, any Innovations conceived, reduced to practice, created, derived, developed or made by others or any Out-of-Scope Innovations into any Company Innovations without Company’s prior written consent.

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5. Confidentiality.

5.1 Definition of Confidential Information. As used in this Agreement the phrase “Confidential Information” means (a) any technical and non-technical information related to the Company’s business and current, future and proposed products and services of Company, including for example and without limitation, Company Innovations, Company Property (as defined in Section 4 (Ownership and Return of Confidential Information and Company Property)), and Company’s information concerning research, development, design details and specifications, financial information, procurement requirements, engineering and manufacturing information, customer lists, business forecasts, sales information, marketing plans and business plans, in each case whether or not marked as “confidential” or “proprietary” and (b) any information that Company has received from others that may be made known to Consultant and that Company is obligated to treat as confidential or proprietary, whether or not marked as “confidential” or “proprietary”.

5.2 Nondisclosure and Nonuse Obligations. Except as permitted in this Section, Consultant will not (i) use any Confidential Information or (ii) disseminate or in any way disclose the Confidential Information to any person, firm, business or governmental agency or department. Consultant may use the Confidential Information solely to perform under the Statement of Work for the benefit of Company. Consultant shall treat all Confidential Information with the same degree of care as Consultant accords to Consultant’s own confidential information, but in no case shall Consultant use less than reasonable care. If Consultant is not an individual, Consultant shall disclose Confidential Information only to those of Consultant’s employees who have a need to know the information as necessary for Consultant to perform this Agreement. Consultant certifies that each of its employees will have agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions at least as protective as those terms and conditions applicable to Consultant under this Agreement. Consultant shall immediately give notice to Company of any unauthorized use or disclosure of the Confidential Information. Consultant shall assist Company in remedying any the unauthorized use or disclosure of the Confidential Information. Consultant agrees not to communicate any information to Company in violation of the proprietary rights of any third party.

5.3 Exclusions from Nondisclosure and Nonuse Obligations. Consultant’s obligations under Section 5.2 do not apply to any Confidential Information that Consultant can demonstrate (a) was in the public domain at or subsequent to the time the Confidential Information was communicated to Consultant by Company through no fault of Consultant; (b) was rightfully in Consultant’s possession free of any obligation of confidence at or subsequent to the time the Confidential Information was communicated to Consultant by Company; or (c) was independently developed by employees of Consultant without use of, or reference to, any Confidential Information communicated to Consultant by Company. A disclosure of any Confidential Information by Consultant (a) in response to a valid order by a court or other governmental body or (b) as otherwise required by law will not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that Consultant provides prompt prior written notice thereof to Company to enable Company to seek a protective order or otherwise prevent the disclosure.

6. Ownership and Return of Confidential Information and Company Property. All Confidential Information and any materials and items (including, without limitation, software, equipment, tools, artwork, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs and lists) that Company furnishes to Consultant by Company, whether delivered to Consultant by Company or made by Consultant in the performance of services under this Agreement and whether or not they contain or disclose Confidential Information (collectively, the “Company Property”), are the sole and exclusive property of Company or Company’s suppliers or customers. Consultant agrees to keep all Company Property at Consultant’s premises unless otherwise permitted in writing by Company. Within five (5) days after any request by Company, Consultant shall destroy or deliver to Company, at Company’s option, (a) all Company Property and (b) all materials and items in Consultant’s possession or control that contain or disclose any Confidential Information. Consultant will provide Company a written certification of Consultant’s compliance with Consultant’s obligations under this Section.

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6.1 Consultant’s Ownership of Pre-Existing Works. Company agrees that Consultant retains all right, title, and ownership to Consultant’s pre-existing works.

7. Term and Termination.

7.1 Termination by Company. Company may terminate this Agreement without cause at any time, with termination effective upon mutually agreed upon terms upon Company’s delivery to Consultant of written notice of termination.

7.2 Termination by Consultant. Consultant may terminate this Agreement without cause at any time, with termination effective upon mutually agreed upon terms upon Company’s delivery to Consultant of written notice of termination.

7.3 Effect of Expiration or Termination. Company shall pay Consultant for services properly performed under this Agreement as set forth in the Statement of Work at Exhibit A hereto. The definitions contained in this Agreement and the rights and obligations contained in this Section and Sections 4 (Disclosure and Assignment of Work Resulting from Statement of Work), 5 (Confidentiality), 6 (Ownership and Return of Confidential Information and Company Property), and 9 (General Provisions) will survive any termination or expiration of this Agreement.

8. Noninterference with Consultant’s Business. Company is aware of other demands on Consultant’s time and attention, and that Consultant will perform agreed Services at such times so as not to conflict with any other business activity or obligations in which Consultant is engaged or becomes engaged during the Term of this Agreement. Nothing in this Agreement shall obligate Consultant to engage, directly or indirectly, with any third party (i.e. customers and suppliers) of the Company. Further, Company shall not disclose to any third party, directly or indirectly, that Consultant is performing Services for Company without Consultant’s prior approval. The Company assumes any and all risk and liability related to Consultant’s work under this Agreement including accepting or declining any advice or recommendations provided by Consultant. Company agrees and accepts that Consultant has no liability, regardless of the cause of action, under this Agreement.

9. General Provisions.

9.1 Successors and Assigns. Consultant shall not assign its rights or delegate any performance under this Agreement without the prior written consent of Company. For the avoidance of doubt, Consultant may not subcontract performance of any services under this Agreement to any other contractor or consultant without Company’s prior written consent. This Agreement will be for the benefit of Company’s successors and assigns, and will be binding on Consultant’s permitted assignees. Notwithstanding the foregoing, Consultant may assign this Agreement to another entity established by Consultant such as an LLC and Company hereby agrees in advance to such assignment.

9.2 Injunctive Relief. Consultant’s obligations under this Agreement are of a unique character that gives them particular value; Consultant’s breach of any of these obligations may cause irreparable and continuing damage to Company for which money damages are insufficient, and Company is entitled to seek injunctive relief, a decree for specific performance, and all other relief as may be proper (including money damages if appropriate), without the need to post a bond.

9.3 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when actually delivered; (b) by overnight courier, upon written verification of receipt; (c) by facsimile transmission, upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or to such other address as either Party may provide in writing.

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9.4 Governing Law; Venue; & Jurisdiction. The laws of the United States of America and the State of California govern all matters arising out of or relating to this Agreement without giving effect to any conflict of law principles. ARBITRATION. The Parties agree that any claim or dispute between them or against any agent, employee, successor, or assign of the other, whether related to this agreement or otherwise, and any claim or dispute related to this agreement or the relationship or duties contemplated under this Agreement, including the validity of this arbitration clause, shall be resolved by binding arbitration by the American Arbitration Association, under the Arbitration Rules then in effect. Any award of the arbitrator(s) may be entered as a judgment in any court of competent jurisdiction. Any controversy shall be arbitrated in the State of California. Each Party in entering this Agreement irrevocably waives any argument as to the jurisdiction of the State of California and application of the laws of the State of California in such an arbitration proceeding. Further, in entering this Agreement, the Parties, and each of them irrevocably waive any right to a trial by jury as well as any argument that California is an improper venue for dispute resolution or an inconvenient forum for such.

9.5 Severability. If a court of law holds any provision of this Agreement to be illegal, invalid or unenforceable, (a) that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision and (b) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected.

9.6 Waiver; Modification. If either Party waives any term, provision or breach of this Agreement, such waiver shall not be effective unless it is in writing and signed by the Party. No waiver by a Party of a breach of this Agreement shall constitute a waiver of any other or subsequent breach by the either Party. This Agreement may be modified only by mutual written agreement of authorized representatives of the Parties.

9.7 Entire Agreement. This Agreement constitutes the final and exclusive agreement between the Parties relating to this subject matter and supersedes all agreements, whether prior or contemporaneous, written or oral, concerning such subject matter

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

The “Company”		The “Consultant”
By:	/s/ Scott Benson	By:	/s/ James Pekarsky
Name:	Scott Benson	Name:	James Pekarsky
Title:	Chief Executive Officer	Title:	Chief Financial Officer
Date:		Date:

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Exhibit A

STATEMENT OF WORK

This Statement of Work is by and between the Parties for the following:

1) Reporting to the Chief Executive Officer of the Company, Consultant will perform part-time Chief Financial Officer services to the Company.

Description of Work Services

Chief Financial Officer part-time services related to public filings, audit support, investor communications, capital raising support, and public company listing support in general in order to move the Company to a more fully reporting entity with the potential to leverage an increasing investor base. Oversight and interaction with the Company’s third-party accounting team.

Term of Work Services

Consultant’s part-time services will continue indefinitely until terminated by either Party upon mutually agreed upon terms.

Consulting Compensation

 

Consulting fee will commence on April 5, 2021, following a 2-week transition period from March 22, 2021. Consulting fee will be administered each month through a Form 1099 wire transfer to Consultant’s bank account. Any consulting fee deferral related to adverse financial conditions of the Company will be accrued and owed to the Consultant. The consulting fee will be evaluated at a future date upon mutually agreed upon conditions or upon potential conversion to employment.

The Consultant will have the option to purchase all earned and vested restricted stock awards at a price of 38 cents per share. The awards will be forfeited by the Consultant if not purchased within 90 days from termination from the company or other mutually agreed upon terms.

Expenses. All direct and pre-approved travel expenses incurred by the Consultant will be reimbursed by the Company as per the Company’s expense reimbursement policy.

IN WITNESS WHEREOF, the Parties are signing this Statement of Work as of the later date below.

Agro Capital Management, Corp.		Consultant
By:	/s/ Scott Benson	By:	/s/ James Pekarsky
Scott Benson, CEO		James Pekarsky, CFO
Date:		Date:

EX-10.7

Exhibit 10.7

Agro Capital Management Corp.

2021 Stock Incentive Plan

1. Establishment, Purpose and Types of Awards

Agro Capital Management Corp., a Nevada corporation (the “Company”), hereby establishes the Agro Capital Management Corp. 2021 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people with incentives to improve stockholder value and to contribute to the growth and financial success of the Company, and (ii) enabling the Company to attract, retain and reward the best-available persons.

The Plan permits the granting of stock Options (including incentive stock options qualifying under Code Section 422 and nonqualified stock options), Stock Appreciation Rights, restricted or unrestricted Stock Awards, Restricted Stock Units, Performance Awards, other stock-based awards, or any combination of the foregoing.

2. Definitions

Under this Plan, except where the context otherwise indicates, the following definitions apply:

2.1 “Administrator” shall mean the committee or committees as may be appointed by the Board from time to time to administer the Plan, or if no such committee is appointed, the Board itself. For purposes of establishing and certifying the achievement of Performance Goals pursuant to Code Section 162(m), any such committee shall consist of three or more persons, each of whom, unless otherwise determined by the Board, is (i) an “outside director” within the meaning of Code Section 162(m), (ii) a “nonemployee director” within the meaning of Rule 16b-3 and (iii) satisfies the requirements of the New York Stock Exchange for independent directors.

2.2 “Affiliate” shall mean any entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with, the Company (including, but not limited to, joint ventures, limited liability companies, and partnerships). For this purpose, “control” shall mean ownership of 50% or more of the total combined voting power or value of all classes of stock or interests of the entity.

2.3 “Award” shall mean any stock Option, Stock Appreciation Right, Stock Award, Restricted Stock Unit, Performance Award, or other stock-based award.

2.4 “Board” shall mean the Board of Directors of the Company.

2.5 “Change in Control” shall mean the occurrence of one or more of the change in ownership or control events set forth in Treasury Regulation Section 1.409A-3(i)(5).

2.6 “Code” shall mean the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.

2.7 “Common Stock” shall mean shares of common stock of the Company, par value $.001 per share.

2.8 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

2.9 “Fair Market Value” So long as the Common Stock is registered under Section 12(b) or (g) of the Exchange Act, “Fair Market Value” shall mean, as applicable, (i) either the closing price or the average of the high and low sale price on the relevant date, as determined in the Administrator’s discretion, quoted on the New York Stock Exchange, the American Stock Exchange, or the Nasdaq National Market; (ii) the last sale price on the relevant date quoted on the Nasdaq National Market; (iii) the average of the high bid and low asked prices on the relevant date quoted on the FINRA OTC Bulletin Board or by the National Quotation Bureau, Inc. or a comparable service as determined in the Administrator’s discretion; or (iv) if the Common Stock is not quoted by any of the above, the average of the closing bid and asked prices on the relevant date furnished by a professional market maker for the Common Stock, or by such other source, selected by the Administrator. If no public trading of the Common Stock occurs on the relevant date, then Fair Market Value shall be determined as of the next preceding date on which trading of the Common Stock does occur. In the event that the Common Stock is not registered under Section 12(b) or (g) of the Exchange Act, Fair Market Value shall mean, with respect to a share of the Company’s Common Stock for any purpose on a particular date, the value determined by the Administrator in good faith; provided that for purpose of any Option or any Award that is deferred compensation subject to Code Section 409A, such value shall be determined reasonably in a manner that satisfies Code Section 409A.

2.10 “Grant Agreement” shall mean a written document memorializing the terms and conditions of an Award granted pursuant to the Plan and shall incorporate the terms of the Plan.

2.11 “Incentive Stock Option” shall mean an Option that is an “incentive stock option” within the meaning of Code Section 422, or any successor provision, and that is designated by the Administrator as an Incentive Stock Option.

2.12 “Nonqualified Stock Option” means an Option other than an Incentive Stock Option.

2.13 “Option” means the right to purchase a stated number of shares of Common Stock at a stated price for a stated period of time, granted pursuant to Section 7.

2.14 “Parent” shall mean a corporation, whether now or hereafter existing, within the meaning of the definition of “parent corporation” provided in Code Section 424(e), or any successor thereto.

2.15 “Participant” shall mean an employee, officer, director or consultant of the Company, or of any Affiliate of the Company to whom an Award is granted pursuant to the Plan, or upon the death of the Participant, his or her successors, heirs, executors, and administrators, as the case may be.

2.16 “Performance Awards” shall mean an Award of a number of shares or units granted to a Participant pursuant to Section 11 that is paid out based on the achievement of stated performance criteria or Performance Goals during a stated period of time.

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2.17 “Performance Goals” shall mean the objectives established by the Administrator in its sole discretion with respect to any performance-based Awards that relate to one or more business criteria within the meaning of Code Section 162(m). Performance Goals may include or be based upon, without limitation: sales; gross revenue; gross margins; internal rate of return; cost; ratio of debt to debt plus equity; profit before tax; earnings before interest and taxes; earnings before interest, taxes, depreciation, and amortization; earnings per share; operating earnings; economic value added; ratio of operating earnings to capital spending; cash flow; free cash flow; net operating profit; net income; net earnings; net sales or net sales growth; price of Common Stock; return on capital, net assets, equity, or shareholders’ equity; segment income; market share; productivity ratios; expense targets; working capital targets; or total return to shareholders. Performance Goals may (a) be used to measure the performance of the Company as a whole or any Subsidiary, business unit or segment of the Company, (b) include or exclude (or be adjusted to include or exclude) extraordinary items, the impact of charges for restructurings, discontinued operations and other unusual and non-recurring items, and the cumulative effects of tax or accounting changes, each as defined by generally accepted accounting principles and as identified in the financial statements, notes to the financial statements, management’s discussion and analysis or other Securities and Exchange Commission filings, and/or (c) reflect absolute entity performance or a relative comparison of entity performance to the performance of a peer group, index, or other external measure, in each case as determined by the Administrator in its sole discretion.

2.18 “Restricted Stock Units” shall mean an Award granted to a Participant pursuant to Section 10, denominated in units, providing a Participant the right to receive payment at a future date after the lapse of restrictions or achievement of performance criteria or Performance Goals or other conditions determined by the Administrator.

2.19 “Stock Appreciation Right” or “SAR” shall mean the right to receive an amount calculated as provided in a grant pursuant to Section 8.

2.20 “Stock Award” shall mean an Award of restricted or unrestricted Common Stock granted to a Participant pursuant to Section 9 and the other provisions of the Plan.

2.21 “Subsidiary” and “subsidiaries” shall mean only a corporation or corporations, whether now or hereafter existing, within the meaning of the definition of “subsidiary corporation” provided in Code Section 424(f), or any successor thereto.

2.22 “Ten Percent Owner” means a person who owns or is deemed within the meaning of Section 422(b)(6) of the Code to own, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company (or any Parent or Subsidiary of the Company). Whether a person is a Ten Percent Owner shall be determined with respect to an Option based on the facts existing immediately prior to the grant date of the Option.

3. Administration

3.1 Administration of the Plan. The Plan shall be administered by the Board or the Administrator.

3.2 Powers of the Administrator. The Administrator shall have all the powers vested in it by the terms of the Plan, such powers to include authority, in its sole and absolute discretion, to grant Awards under the Plan, prescribe Grant Agreements evidencing such Awards and establish programs for granting Awards.

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The Administrator shall have full power and authority to take all other actions necessary to carry out the purpose and intent of the Plan, including, but not limited to, the authority to: (i) determine the eligible persons to whom, and the time or times at which Awards shall be granted; (ii) determine the types of Awards to be granted; (iii) determine the number of shares to be covered by or used for reference purposes for each Award; (iv) impose such terms, limitations, restrictions and conditions upon any such Award as the Administrator shall deem appropriate; (v) modify, amend, extend or renew outstanding Awards, or accept the surrender of outstanding Awards and substitute new Awards (provided however, that, except as provided in Section 14.4 of the Plan, any modification that would materially adversely affect any outstanding Award shall not be made without the consent of the holder); (vi) accelerate or otherwise change the time in which an Award may be exercised or becomes payable and to waive or accelerate the lapse, in whole or in part, of any restriction or condition with respect to such Award, including, but not limited to, any restriction or condition with respect to the vesting or exercisability of an Award following termination of any grantee’s employment or other relationship with the Company (vii) establish objectives and conditions, including Performance Goals, if any, for earning Awards and determining whether Awards will be paid after the end of a performance period, (viii) make adjustments in the Performance Goals in recognition of unusual or nonrecurring events affecting the Company or the financial statements of the Company, or in response to changes in applicable laws, regulations, or accounting principles, and (ix) provide for forfeiture of outstanding Awards and recapture of realized gains and other realized value in such events as determined by the Administrator, which include, but are not limited to, a breach of restrictive covenants or an intentional or negligent misstatement of financial records.

The Administrator shall have full power and authority, in its sole and absolute discretion, to administer and interpret the Plan and to adopt and interpret such rules, regulations, agreements, guidelines and instruments for the administration of the Plan and for the conduct of its business as the Administrator deems necessary or advisable.

3.3 Non-Uniform Determinations. The Administrator’s determinations under the Plan (including without limitation, determinations of the persons to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such Awards and the Grant Agreements evidencing such Awards) need not be uniform and may be made by the Administrator selectively among persons who receive, or are eligible to receive, Awards under the Plan, whether or not such persons are similarly situated.

3.4 Limited Liability. To the maximum extent permitted by law, no member of the Administrator shall be liable for any action taken or decision made in good faith relating to the Plan or any Award thereunder.

3.5 Indemnification. To the maximum extent permitted by law and by the Company’s charter and by-laws, the members of the Administrator shall be indemnified by the Company in respect of all their activities under the Plan.

3.6 Effect of Administrator’s Decision. All actions taken and decisions and determinations made by the Administrator on all matters relating to the Plan pursuant to the powers vested in it hereunder shall be in the Administrator’s sole and absolute discretion and shall be conclusive and binding on all parties concerned, including the Company, its stockholders, any Participants in the Plan and any other employee, consultant, or director of the Company, and their respective successors in interest.

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4. Shares Available for the Plan

4.1 Shares Available for Awards. Subject to adjustments as provided in Section 14.4 of the Plan, the shares of Common Stock that may be issued with respect to Awards granted under the Plan shall not exceed an aggregate of 3,500,000 shares of Common Stock. The Company shall reserve such number of shares for Awards under the Plan, subject to adjustments as provided in Section 14.4 of the Plan. The maximum number of shares of Common Stock under the Plan that may be issued as Incentive Stock Options shall be 3,500,000 shares. Shares may be authorized but unissued Common Stock or authorized and issued Common Stock held in the Company’s treasury. If any Award, or portion of an Award, under the Plan expires or terminates unexercised, becomes unexercisable or is forfeited or otherwise terminated, surrendered or canceled as to any shares, or if any shares of Common Stock are surrendered to the Company in connection with any Award (whether or not such surrendered shares were acquired pursuant to any Award), the shares subject to such Award and the surrendered shares shall thereafter be available for further Awards under the Plan; provided, however, that any such shares that are surrendered to the Company in connection with any Award or that are otherwise forfeited after issuance shall not be available for purchase pursuant to Incentive Stock Options. Shares under substitute awards pursuant to Section 14.4 for grants made under a plan of an acquired business entity shall not reduce the maximum number of shares that may be issued under the Plan.

4.2 Performance-Based Award Limitation. Awards that are designed to comply with the performance-based exception from the tax deductibility limitation of Code Section 162(m) shall be subject to the following rules:

(a) The number of shares of Common Stock that may be granted in the form of Options in a single fiscal year to a Participant may not exceed 1,000,000, as adjusted pursuant to Section 14.4.

(b) The number of shares of Common Stock that may be granted in the form of SARs in a single fiscal year to a Participant may not exceed 1,000,000, as adjusted pursuant to Section 14.4.

(c) The number of shares of Common Stock that may be granted in the form of restricted Stock Awards in a single fiscal year to a Participant may not exceed 1,000,000, as adjusted pursuant to Section 14.4.

(d) The number of Restricted Stock Units that may be granted in a single fiscal year to a Participant may not exceed 5,000,000, as adjusted pursuant to Section 14.4.

(e) The number of shares of Common Stock that may be granted as Performance Award shares in a single fiscal year to a Participant may not exceed 1,000,000 as adjusted pursuant to Section 14.4.

(f) The maximum amount that may be paid to a Participant for Performance Award units granted in a single fiscal year to the Participant may not exceed $1,000,000.

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5. Participation

Participation in the Plan shall be open to all employees, officers, directors, and consultants of the Company, or of any Affiliate of the Company, as may be selected by the Administrator from time to time. However, only employees of the Company, and of any Parent or Subsidiary of the Company, shall be eligible for the grant of an Incentive Stock Option. The grant of an Award at any time to any person shall not entitle that person to a grant of an Award at any future time.

6. Awards

Awards that may be granted under the Plan consist of Options, Stock Appreciation Rights, Stock Awards, Restricted Stock Units, Performance Awards and other stock based awards. The Administrator, in its sole discretion, establishes the terms of all Awards granted under the Plan. Awards may be granted individually or in tandem with other types of Awards. All Awards are subject to the terms and conditions provided in the Grant Agreement. If there is any inconsistency between the terms of the Plan and a Grant Agreement, the terms of the Plan shall control unless the Grant Agreement explicitly states that an exception to the Plan is being made. By accepting an Award, a Participant agrees that the Award shall be subject to all of the terms and provisions of the Plan and the applicable Grant Agreement.

7. Stock Options

7.1 Terms and Grant Agreement. Subject to the terms of the Plan, Options may be granted to Participants at any time as determined by the Administrator. The Administrator shall determine, and the Grant Agreement shall reflect, the following for each Option granted:

(a) the number of shares subject to each Option;

(b) duration of the Option (provided that no Option shall have an expiration date later than the the 10th anniversary of the date of grant and no Incentive Stock Option that is granted to any Participant who is a Ten Percent Owner shall have an expiration date later than the fifth anniversary of the date of grant);

(c) vesting requirements that specify a vesting period;

(d) whether the Option is an Incentive Stock Option or a Nonqualified Stock Option; provided, however, no Option shall be an Incentive Stock Option unless so designated by the Administrator at the time of grant or in the Grant Agreement evidencing such Option;

(e) the exercise price for each Option, which, except with respect to substitute awards complying with Code Section 424 and regulations thereunder, shall not be less than the Fair Market Value on the date of the grant (with respect to Incentive Stock Options, 110% of the Fair Market Value on the date of grant for any Participant who is a Ten Percent Owner);

(f) the permissible method(s) of payment of the exercise price;

(g) the rights of the Participant upon termination of employment or service as a director; and

(h) any other terms or conditions established by the Administrator.

7.2 Exercise of Options. Options shall be exercisable at such times and subject to such restrictions and conditions as the Administrator, in its sole discretion, deems appropriate, which need not be the same for all Participants.

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An Option shall be exercised by delivering written notice as specified in the Grant Agreement on the form of notice provided by the Company. Options may be exercised in whole or in part. The exercise price of any Option shall be payable to the Company in full, in cash or in cash equivalent approved by the Adminstrator, by tendering (if permitted by the Adminstrator) previously acquired Common having an aggregate Fair Market Value at the time of exercise equal to the total Option exercise price (provided that the tendered Common Stock must have been held by the Participant for any period required by the Adminstrator), or by any other means that the Adminstrator determines to be consistent with the Plan’s purpose and applicable law. For a Participant who is subject to Section 16 of the Exchange Act, the Company may require that the method of payment comply with Section 16 and the rules and regulations thereunder. Any payment in shares of Common Stock, if permitted, shall be made by delivering the shares to the secretary of the Company, duly endorsed in blank or accompanied by stock powers duly executed in blank, together with any other documents and evidence as the secretary shall require (or delivering a certification or attestation of ownership of such Common Stock, if permitted by the Adminstrator).

Certificates for shares of Common Stock purchased upon the exercise of an Option shall be issued in the name of or for the account of the Participant or other person entitled to receive the shares and delivered to the Participant or other person as soon as practicable following the effective date on which the Option is exercised.

7.3 Incentive Stock Options. Notwithstanding anything in the Plan to the contrary, no term of the Plan relating to Incentive Stock Options shall be interpreted, amended, or altered, nor shall any discretion or authority granted under the Plan be exercised so as to disqualify the Plan under Code Section 422, or, without the consent of any affected Participant, to cause any Incentive Stock Option previously granted to fail to qualify for the federal income tax treatment afforded under Code Section 421. An Option shall be considered to be an Incentive Stock Option only to the extent that the number of shares of Common Stock for which the Option first becomes exercisable in a calendar year do not have an aggregate Fair Market Value (as of the date of the grant of the Option) in excess of the “current limit.” The current limit for any optionee for any calendar year shall be $100,000 minus the aggregate Fair Market Value at the date of grant of the number of shares of Common Stock available for purchase for the first time in the same year under each other incentive option previously granted to the optionee under all other plans of the Company and Affiliates. Any Common Stock which would cause the foregoing limit to be violated shall be deemed to have been granted under a separate Nonqualified Stock Option, otherwise identical in its terms to those of the Incentive Stock Option. The current limit will be calculated according to the chronological order in which the Options were granted.

7.4 Reduction in Price or Reissuance. In no event shall the Administrator cancel any outstanding Option for the purpose of (i) providing a replacement award under this or another Company plan, or (ii) cashing out an Option, unless such cash-out occurs in conjunction with a Change in Control. Additionally, in no event shall the Administrator, without first receiving shareholder approval, (a) cancel any outstanding Option for the purpose of reissuing the Option to the Participant at a lower exercise price or (b) reduce the exercise price of a previously issued Option.

7.5 Notification of Disqualifying Disposition. If any Participant shall make any disposition of shares issued pursuant to the exercise of an Incentive Stock Option under the circumstances described in Code Section 421(b) (relating to certain disqualifying dispositions), such Participant shall notify the Company of such disposition within ten (10) calendar days thereof.

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8. Stock Appreciation Rights

8.1 Terms and Agreement. Subject to the terms of the Plan, Stock Appreciation Rights may be granted to Participants at any time as determined by the Administrator. The grant price of the SAR shall be at least equal to one hundred percent (100%) of the Fair Market Value of Stock as determined on the date of the grant, except with respect to substitute awards complying with Code Section 424 and regulations thereunder. The Administrator shall determine, and the Grant Agreement shall reflect, the following for each SAR granted:

(a) the number of shares subject to each SAR;

(b) whether the SAR is a Related SAR or a Freestanding SAR (as defined below);

(c) the duration of the SAR (provided however, that no SAR shall have an expiration date later than the date after the 10^th anniversary of the date of grant);

(d) vesting requirements;

(e) rights of the Participant upon termination of employment or service as a director; and

(f) any other terms or conditions established by the Administrator.

8.2 Related and Freestanding SARs. A Stock Appreciation Right may be granted in connection with an Option, either at the time of grant or at any time thereafter during the term of the Option (a “Related SAR”) or may be granted unrelated to an Option (a “Freestanding SAR”).

8.3 Surrender of Option. A Related SAR shall require the holder, upon exercise, to surrender the Option with respect to the number of shares as to which the SAR is exercised, in order to receive payment. The Option will, to the extent surrendered, cease to be exercisable.

8.4 Reduction in Number of Shares Subject to Related SARs. For Related SARs, the number of shares subject to the SAR shall not exceed the number of shares subject to the Option. For example, if the SAR covers the same number of shares as the Option, the exercise of a portion of the Option shall reduce the number of shares subject to the SAR to the number of shares remaining under the Option. If the Related SAR covers fewer shares than the Option, the exercise of a portion of the Option shall reduce the number of shares subject to the SAR to the extent necessary so that the number of remaining shares subject to the SAR is not more than the remaining shares under the Option.

8.5 Exercisability. Subject to Section 8.7 and to any rules and restrictions imposed by the Administrator, a Related SAR will be exercisable at the time or times, and only to the extent, that the Option is exercisable and will not be transferable except to the extent that the Option is transferable. A Freestanding SAR will be exercisable as determined by the Administrator but in no event after 10 years from the date of grant.

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8.6 Payment. Upon the exercise of a Stock Appreciation Right, the holder will be entitled to receive payment of an amount determined by multiplying:

(a) The excess of the Fair Market Value on the date of exercise over the Fair Market Value on the date of grant, by

(b) The number of shares with respect to which the SAR is being exercised.

The Administrator may limit the amount payable upon exercise of a Stock Appreciation Right. Any limitation must be determined as of the date of grant and noted on the Grant Agreement evidencing the grant.

Payment may be made in cash, Common Stock, or a combination of cash and Common Stock, in the Administrator’s sole discretion. No fractional shares shall be used for such payment and the Administrator shall determine whether cash shall be given in lieu of such fractional shares or whether such fractional shares shall be eliminated.

8.7 Reduction in Price or Reissuance. In no event shall the Administrator cancel any outstanding Stock Appreciation Right for the purpose of (i) providing a replacement award under this or another Company plan, or (ii) cashing out a Stock Appreciation Right, unless such cash-out occurs in conjunction with a change in control. Additionally, in no event shall the Administrator, without first receiving shareholder approval, (a) cancel any outstanding Stock Appreciation Right for the purpose of reissuing the Stock Appreciation Right to the Participant at a lower exercise price or (b) reduce the exercise price of a previously issued Stock Appreciation Right.

8.8 Additional Terms. The Administrator may impose additional conditions or limitations on the exercise of a Stock Appreciation Right as it may deem necessary or desirable to secure for holders the benefits of Rule 16b-3, or any successor provision, or as it may otherwise deem advisable.

9. Stock Awards

9.1 Terms and Agreement. Subject to the terms of the Plan, shares of restricted or unrestricted Common Stock may be granted to Participants at any time as determined by the Administrator. The Administrator shall determine, and the Grant Agreement shall reflect, the following for the Stock Awards granted:

(a) the number of shares of granted;

(b) the purchase price, if any, to be paid by the Participant for each share of Common Stock;

(c) the restriction period established, if any;

(d) any requirements with respect to elections under Code Section 83(b);

(e) rights of the Participant upon termination of employment or service as a director; and

(f) any other terms or conditions established by the Administrator.

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9.2 Restriction Period. At the time of the grant of the Stock Award, the Administrator may establish a restriction period for the shares granted, which may be time-based, based on the achievement of specified Performance Goals, a combination of time- and Performance Goal-based, or based on any other criteria the Administrator deems appropriate. The Administrator may divide the shares into classes and assign a different restriction period for each class. The Administrator may impose additional conditions or restrictions upon the vesting of the Stock Award as it deems fit in its sole discretion. If all applicable conditions are satisfied, then upon the termination of the restriction period with respect to a share of restricted Common Stock, the share shall vest and the restrictions shall lapse. To the extent required to ensure that a Performance Goal-based Award of the Stock Award to an executive officer is deductible by the Company pursuant to Code Section 162(m), any such Award shall vest only upon the Administrator’s determination that the Performance Goals applicable to the Award have been attained.

9.3 Restrictions on Transfer Prior to Vesting. Prior to the vesting of a restricted Stock Award, the Participant may not sell, assign, pledge, hypothecate, transfer, or otherwise encumber the Stock Award. Upon any attempt to transfer rights in a share of restricted Common Stock, the share and all related rights shall immediately be forfeited by the Participant. Upon the vesting of a restricted Stock Award, the transfer restrictions of this section shall lapse with respect to that share.

9.4 Rights as a Shareholder. Except for the restrictions set forth here and unless otherwise determined by the Administrator, the Participant shall have all the rights of a shareholder with respect to shares of a Stock Award, including but not limited to the right to vote and the right to receive dividends, provided that the Administrator, in its sole discretion, may require that any dividends paid on shares of a restricted Stock Award be held in escrow until all restrictions on the shares have lapsed.

9.5 Section 83(b) Election. The Administrator may provide in the Grant Agreement that the Award is conditioned upon the Participant making or not making an election under Code Section 83(b). If the Participant makes an election pursuant to Code Section 83(b), the Participant shall be required to file a copy of the election with the Company within ten (10) calendar days.

10. Restricted Stock Units

10.1 Terms and Agreement. Subject to the terms of the Plan, Restricted Stock Units may be granted to Participants at any time as determined by the Administrator. The Administrator shall determine, and the Grant Agreement shall reflect, the following for the Restricted Stock Units granted:

(a) the number of Restricted Stock Units awarded;

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(b) the purchase price, if any, to be paid by the Participant for each Restricted Stock Unit;

(c) the restriction period established, if any;

(d) whether dividend equivalents will be credited with respect to Restricted Stock Units, and, if so, any accrual, forfeiture or payout restrictions on the dividend equivalents;

(e) rights of the Participant upon termination of employment or service as a director; and

(f) any other terms or conditions established by the Administrator.

To the extent a Restricted Stock Unit Award constitutes “deferred compensation” within the meaning of Code Section 409A, the Administrator shall establish Grant Agreement terms and provisions that comply with Code Section 409A and regulations thereunder.

10.2 Restriction Period. At the time of the grant of Restricted Stock Units, the Administrator may establish a restriction period, which may be time-based, based on the achievement of specified Performance Goals, a combination of time- and Performance Goal-based, or based on any other criteria the Administrator deems appropriate. The Administrator may divide the awarded Restricted Stock Units into classes and assign a different restriction period for each class. The Administrator may impose any additional conditions or restrictions upon the vesting of the Restricted Stock Units as it deems fit in its sole discretion. If all applicable conditions are satisfied, then upon the termination of the restriction period with respect to a Restricted Stock Unit, the Unit shall vest. To the extent required to ensure that a Performance Goal-based Award of Restricted Stock Units to an executive officer is deductible by the Company pursuant to Code Section 162(m), any such Award shall become vested only upon the Administrator’s determination that the Performance Goals applicable to the Award, if any, have been attained.

10.3 Payment. Upon vesting of a Restricted Stock Unit, the Participant shall be entitled to receive payment of an amount equal to the Fair Market Value of one share of Stock. Payment may be made in cash, Stock, or a combination of cash and Stock, in the Administrator’s sole discretion.

11. Performance Awards

11.1 Terms and Agreement. Subject to the terms of the Plan, Performance Awards may be granted to Participants at any time as determined by the Administrator. The Administrator shall determine, and the Grant Agreement shall reflect, the following for the Performance Awards granted:

(a) the number of shares or units awarded;

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(b) the performance period and performance criteria or Performance Goals applicable to the Award;

(c) whether dividend equivalents will be credited with respect to Performance Awards, and if so, any accrual, forfeiture, or payout restrictions on the dividend equivalents;

(d) the rights of the Participant upon termination of employment or service as a director (which may be different based on the reason for termination); and

(e) any other terms or conditions established by the Administrator.

To the extent an Award constitutes “deferred compensation” within the meaning of Code Section 409A, the Administrator shall establish Grant Agreement terms and provisions that comply with Code Section 409A and regulations thereunder.

11.2 Payment. After the applicable performance period has ended, the Administrator will review the performance criteria and/or Performance Goals and determine the amount payable with respect to the Award, based upon the extent to which the performance criteria and/or Performance Goals have been attained within the performance period and any other applicable terms and conditions. Payment of an earned Performance Award may be made in cash, Common Stock, or a combination of cash and Common Stock, as determined by the Administrator in its sole discretion.

12. Other Stock-Based Awards

The Administrator may from time to time grant other stock-based awards to eligible Participants in such amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by law, as it shall determine. Other stock-based awards may be denominated in cash, in Common Stock or other securities, in stock-equivalent units, in stock appreciation units, in securities or debentures convertible into Common Stock, or in any combination of the foregoing and may be paid in Common Stock or other securities, in cash, or in a combination of Common Stock or other securities and cash, all as determined in the sole discretion of the Administrator.

13. Change in Control Provisions

Except as otherwise provided in any written agreement between the Participant and the Company or its Affiliate in effect when a Change in Control occurs, in the event an acquiring company does not assume Plan Awards:

(a) all outstanding Options and Stock Appreciation Rights shall become fully vested and exercisable;

(b) for Performance- Awards, to the extent consistent with Section 162(m), all Performance Goals or performance criteria shall be deemed achieved at target levels and all other terms and conditions met, with Award payout prorated for the portion of the performance period completed as of the Change in Control and payment to occur within 45 days of the Change in Control;

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(c) all restrictions and conditional applicable to any restricted Stock Award shall lapse;

(d) all restrictions and conditions applicable to any Restricted Stock Units shall lapse and payment shall be made within 45 days of the Change in Control;

(e) all other Awards shall be delivered or paid within 45 days of the Change in Control.

14. Miscellaneous

14.1 Withholding of Taxes. Grantees and holders of Awards shall pay to the Company or its Affiliate or make provision satisfactory to the Administrator for payment of, any taxes required to be withheld in respect of Awards under the Plan no later than the date of the event creating the tax liability. The Company or its Affiliate may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the grantee or holder of an Award. In the event that payment to the Company or its Affiliate of such tax obligations is made in shares of Common Stock, such shares shall be valued at Fair Market Value on the applicable date for such purposes.

14.2 Transferability. Except as otherwise provided in this Section, Awards shall not be transferable, and no Award or interest therein may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. However, the Award of a Nonstatutory Option or Restricted Stock may be transferred by the Participant through a gift or domestic relations order in settlement of marital property rights to any of the following donees or transferees and may be reacquired by the Participant from any of such donors or transferees (each a “Permitted Transferee”):

(a) any “family member,” which includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships and any individual sharing the Participant’s household (other than a tenant or employee);

(b) a trust in which family members have more than 50% of the beneficial interest;

(c) a foundation in which family members (or the Participant) control the management of assets; and

(d) any other entity in which family members (or the Participant) own more than 50% of the voting interests,

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provided, that (x) any such transfer is without payment of any value whatsoever; and (y) subsequent transfers of transferred Awards shall be prohibited except in accordance with this Section. Following transfer, any such Awards and any securities issued pursuant thereto shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer (including but not limited to risks of forfeiture), provided that the term of the Plan and the Grant Agreement shall continue to be applied with respect to the original Participant, and any Awards shall be exercisable by the transferee only to the extent and for the periods specified in the Grant Agreement. No transfer of an Award by will or the laws of descent and distribution shall be effective to bind the Company unless the Administrator has been furnished with (a) written notice and a copy of the will and/or such evidence as the Administrator may deem necessary to establish the validity of the transfer, and (b) an agreement by the transferee to comply with all the terms and conditions of the Award that would have applied to the Participant and to be bound by the acknowledgments made by the Participant in connection with the grant of the Award. Unless otherwise determined by the Administrator in accord with the provisions of the first sentence of this subsection, an Award may be exercised during the lifetime of the grantee, only by the grantee or, during the period the grantee is under a legal disability, by the grantee’s guardian or legal representative.

14.3 Adjustments; Business Combinations. In the event of changes in the Common Stock of the Company by reason of any stock dividend, spin-off, split-up, recapitalization, merger, consolidation, business combination or exchange of shares and the like, the Administrator shall, in its discretion and without the consent of holders of Awards, make appropriate adjustments to (i) the maximum number and kind of shares reserved for issuance or with respect to which Awards may be granted under the Plan as provided in Section 4 of the Plan, and (ii) the number, kind and price of shares covered by outstanding Awards. In the event of any such changes in the Common Stock, the Administrator shall, in its discretion and without the consent of holders of Awards, make any other adjustments in outstanding Awards, including but not limited to reducing the number of shares subject to Awards or providing or mandating alternative settlement methods such as settlement of the Awards in cash or in shares of Common Stock or other securities of the Company or of any other entity.

The Administrator is authorized to make, in its discretion and without the consent of holders of Awards, adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events affecting the Company, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

14.4 Substitution of Awards in Mergers and Acquisitions. Awards may be granted under the Plan from time to time in substitution for Awards held by employees, officers, consultants or directors of entities who become or are about to become employees, officers, consultants or directors of the Company or an Affiliate as the result of a merger or consolidation of the employing entity with the Company or an Affiliate, or the acquisition by the Company or an Affiliate of the assets or stock of the employing entity. The terms and conditions of any substitute Awards so granted may vary from the terms and conditions set forth herein to the extent that the Administrator deems appropriate at the time of grant to conform without dilution or enlargement of benefits the substitute Awards to the provisions of the awards for which they are substituted.

14.5 Stock Restriction Agreement and Voting Trust. As a condition precedent to the grant of any Award under the Plan, the exercise pursuant to such an Award, or to the delivery of certificates for shares issued pursuant to any Award, the Administrator may require the grantee or the grantee’s successor or permitted transferee, as the case may be, to become a party to a stock restriction agreement of the Company and/or a voting trust agreement in such form(s) as the Administrator may determine from time to time.

14

14.6 Termination, Amendment and Modification of the Plan. The Board may terminate, amend or modify the Plan or any portion thereof at any time. Notwithstanding the foregoing, no amendment shall be made without shareholder approval if approval is required under applicable law or the rules of any stock exchange on which the Company is listed.

14.7 Non-Guarantee of Employment or Service. Nothing in the Plan or in any Grant Agreement thereunder shall confer any right on an individual to continue in the service of the Company or shall interfere in any way with the right of the Company to terminate such service at any time with or without cause or notice.

14.8 Compliance with Securities Laws; Listing and Registration. If at any time the Administrator determines that the delivery of Common Stock under the Plan is or may be unlawful under the laws of any applicable jurisdiction, or federal or state securities laws, the right to exercise an Award or receive shares of Common Stock pursuant to an Award shall be suspended until the Administrator determines that such delivery is lawful. The Company shall have no obligation to effect any registration or qualification of the Common Stock under federal or state laws.

The Company may require that a grantee, as a condition to exercise of an Award, and as a condition to the delivery of any share certificate, make such written representations (including representations to the effect that such person will not dispose of the Common Stock so acquired in violation of federal or state securities laws) and furnish such information as may, in the opinion of counsel for the Company, be appropriate to permit the Company to issue the Common Stock in compliance with applicable federal and state securities laws. The stock certificates for any shares of Common Stock issued pursuant to this Plan may bear a legend restricting transferability of the shares of Common Stock unless such shares are registered or an exemption from registration is available under the Securities Act and applicable state securities laws.

14.9 No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a grantee or any other person. To the extent that any grantee or other person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.

14.10 Section 409A. Unless the Adminstrator expressly determines otherwise, Awards (and any amendmenst thereto) are intended to be exempt from Code Section 409A as stock rights or short-term deferrals and, accordingly, the terms of any Awards shall be construed and administered to preserve such exemption (including with respect to the time of payment following a lapse of restrictions applicable to an Award). To the extent that Section 409A applies to a particular Award granted under the Plan (notwithstanding the preceding sentence), then the terms of the Award shall be construed and administered to permit the Award to comply with Section 409A, including, if necessary, by delaying the payment of any Award payable upon separation from service to a Participant who is a “specified employee” (as defined in Code Section 409A and determined consistently for all of the Company’s arrangements that are subject to Code Section 409A), for a period of six months and one day after such Participant’s separation from service, and by construing any reference to “termination of employment” or the like to be a “separation from service” within the meaning of Code Section 409A. In the event any person is subject to income inclusion, additional interest or taxes, or any other adverse consequences under Code Section 409A, then neither the Company, the Administrator, the Board nor its or their employees, designees, agents or contractors shall be liable to any Participant or other persons in connection with such adverse consequences under Code Section 409A.

15

14.11 No Fractional Shares. No fractional shares of Stock shall be issued or delivered pursuant to the Plan. The Administrator shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of any fractional shares or whether fractional shares or any rights to fractional shares shall be forfeited or otherwise eliminated.

14.12 Beneficiary. A Participant may file with the Administrator a written designation of a beneficiary on the form prescribed by the Administrator and may, from time to time, amend or revoke the designation. If no designated beneficiary survives the Participant, the Participant’s spouse, if any, shall be deemed to be the Participant’s beneficiary. If the Participant does not have a spouse, the the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.

14.13 Section 162(m). The Plan is designed and intended, and all provisions shall be construed in a manner, to comply, to the extent applicable, with Code Section 162(m) and the regulations thereunder. To the extent permitted by Code Section 162(m), the Administrator shall have sole discretion to reduce or eliminate payment of the amount of any Award which might otherwise become payable upon attainment of a Performance Goal.

14.14 Form of Communication. Any election, application, claim, notice, or other communication required or permitted to be made by a Participant to the Administrator or the Company shall be made in writing and in such form as the Company may prescribe. Any communication shall be effective upon receipt by Scott Benson, CEO, at scott.benson@acmbinc.com.

14.15 Severability. If any provision of the Plan is held to be invalid or unenforceable, the other provisions of the Plan shall not be affected.

14.16 Governing Law. The validity, construction and effect of the Plan, of Grant Agreements entered into pursuant to the Plan, and of any rules, regulations, determinations or decisions made by the Administrator relating to the Plan or such Grant Agreements, and the rights of any and all persons having or claiming to have any interest therein or thereunder, shall be determined exclusively in accordance with applicable federal laws and the laws of the State of Nevada without regard to its conflict of laws principles.

14.17 Effective Date; Termination Date. The Plan is effective as of the date on which the Plan is adopted by the Board, subject to approval of the stockholders within twelve months before or after such date. No Award shall be granted under the Plan after the close of business on the day immediately preceding the tenth anniversary of the effective date of the Plan. Subject to other applicable provisions of the Plan, all Awards made under the Plan prior to such termination of the Plan shall remain in effect until such Awards have been satisfied or terminated in accordance with the Plan and the terms of such Awards.

Date Approved by the Board: June 7, 2021

Date Approved by the Stockholders: June 7, 2021

16

EX-10.8

Exhibit 10.8

Apex Solutions, Inc.

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”), entered into on the 15^th day of January 2020 (“Effective Date”), by and between Apex Solutions, Inc., a California corporation (hereinafter referred to as “Company”), with its principal business address at 8435 Baldwin Street, Oakland, CA 94621 and Gordon Ellis, a resident of California (“Employee”), with a mailing address of 9313 Eagle Springs Pl, Roseville CA 95747.

In consideration of the rights and benefits that they will each receive in connection with the employment relationship established by this Agreement, the Company and Employee (the “Parties”), intending to be legally bound, agree as follows:

1. Employment, Services and Term. Company employs Employee, and Employee accepts employment with Company as “Chief Operating Officer.” Employee shall perform such Services related to the business of the Company and its Affiliates, including travel, as may from time to time be reasonably requested of him by the Company’s directors or Chief Executive Officer. Employee shall work to establish stability and continuity of the Company’s manufacturing, distribution and branding operations within the State of California and position the Company, or its assigns and successors, to expand into additional markets. Employee shall (i) be subject to all of the Company’s policies, rules and regulations applicable to its employees and (ii) perform such Services commensurate with the Employee’s position. Employee shall devote his business skills, time, and attention on an exclusive basis to his employment obligations to Company and in furtherance of the business and interests of Company. Unless otherwise terminated in accordance with this Agreement, the initial term of Employee’s employment shall be twenty four (24) months (the “Employment Term”) commencing on the Effective Date hereinabove. Employee will need to put in all the necessary time required by management, which may be in excess of a normal 40 hour work week. As per the Company’s Personal Time Off Policy (“PTO”), Employee shall accrue 1.25 days of paid time off for every month worked for a total of 15 days of PTO per calendar year with any unused time carried forward to the following year. Accumulated unused PTO is forfeited upon termination.

2. Compensation. Compensation to Employee for providing Services is defined in Exhibit A.

3. Termination. Employee may resign and terminate this Agreement at any time upon written notice to Company. The Company may terminate the employment of Employee and all of Company’s obligations under this Agreement at any time during the Employment Term without Cause by giving Employee written notice of such termination, to be effective immediately following such written notice.

4. Covenants of Employee.

a. The terms below shall have the following meanings:

i. “Affiliate” shall mean any individual or corporation, limited liability company, partnership, joint venture, subsidiary, association or other entity or enterprise that directly or indirectly controls, is controlled by, or is under common control with, the indicated person or entity;

ii. “Competing Company” shall mean any Entity that is providing services or products that directly compete with or are directly substitutable for those offered by the Company;

iii. “Entity” shall mean any individual or corporation, limited liability company, partnership, joint venture, association or other entity or enterprise;

iv. “Principal” or “Representative” shall mean a principal, owner, partner, shareholder, joint venturer, investor, trustee, director, officer, manager, employee, agent, representative or consultant;

Apex Solutions, 8435 Baldwin St., Oakland, CA 94621

Apex Solutions, Inc.

v. “Protected Customers” shall mean past, current, and prospective customers of the Company that the Employee learned from Confidential Information (as defined below); and,

vi. “Services” shall mean the services required by this Agreement to be provided by Employee for or on Company’s behalf during the Employment Term as of the Effective Date.

b. Non-Compete. During the Employment Term and for a period of one (1) year immediately following termination of Employee’s employment, Employee shall not, directly or indirectly, on Employee’s own behalf or as a Principal or Representative of any Entity:

i. Provide Services to or on behalf of any Competing Company;

ii. Call upon, solicit, induce, recruit or attempt to solicit any of the Company’s employees for the purpose or with the intent of enticing such employees away from or out of the employ of, or other business relationship with, the Company or its Affiliates or to enter employment or other business relationship with any Competing Company;

iii. Call upon, solicit, induce, recruit or attempt to solicit any of the Company’s investors/shareholders, prospective acquisition/merger candidates, employees or Customers for the purpose of providing products or services that compete with or are directly substitutable for those offered by Company.

c. Notwithstanding anything contained to the contrary, nothing shall prevent Employee from engaging in activities otherwise prohibited by this Section 4 if Employee receives the prior written approval by resolution of the Company’s Board of Directors.

d. The covenants in this Section 4 are severable and separate, and if any specific covenant is found to be unenforceable, the provisions of any other covenant shall not be affected. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the Parties that such restrictions be enforced to the fullest extent which the court deems reasonable and the Agreement shall thereby be reformed.

5. Confidential Information.

a. “Confidential Information” shall mean information and trade secrets of the Company and its Affiliates, licensors, vendors, suppliers, customers or prospective licensors, vendors, suppliers or customers, that is of value to its owner and is treated as confidential, including, but not limited to, technical or non-technical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers, future business plans, licensing strategies, advertising campaigns, information regarding employees and contractors, and the terms and conditions of this Agreement. Confidential Information shall not include any data or information that (i) has been voluntarily disclosed to the general public by the Company, (ii) has been independently developed and disclosed to the general public by others without duty to confidentiality provisions with the Company, or (iii) otherwise enters the public domain through lawful means.

b. Company and its Affiliates may disclose to Employee, and Employee may otherwise come to learn through its employment, certain Confidential Information. Employee acknowledges and agrees that Confidential Information is the sole and exclusive property of Company and that the Company owns all worldwide rights therein under patent, copyright, trade secret, confidential information, or other property right. Employee acknowledges and agrees that the disclosure of the Confidential Information by the Company to the Employee does not confer upon Employee any license, interest or rights of any kind in or to the Confidential Information. Employee may use the Confidential Information solely for the benefit of the Company and its Affiliates while Employee is employed by Company. Employee will hold in confidence and not reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer, directly or indirectly, in any form, by any means, or for any purpose, the Confidential Information or any portion thereof. Employee agrees to return to Company, upon request by Company, the Confidential Information and all materials relating to them.

Apex Solutions, 8435 Baldwin St., Oakland, CA 94621

Apex Solutions, Inc.

c. Employee acknowledges that its obligations with regard to the Confidential Information shall remain in effect while Employee is employed by Company and for two (2) years thereafter.

d. Upon termination of employment for any reason, Employee shall return immediately to Company all Confidential Information of Company and its Affiliates within Employee’s possession, custody or control.

6. Ownership. For purposes of this Agreement, “Work Product” shall mean all ideas, concepts, marketing strategies, management techniques, product development, methods, analyses, reports, drawing, data, business plans, financial information, any materials, documentation regardless of format, computer programs, inventions (whether or not patentable), and all works of authorship, including all worldwide rights therein under patent, copyright, trade secret, confidential information, or other property right, created or developed in whole or in part by Employee, whether prior to the date of this Agreement or in the future while employed by Company (whether developed during work hours or not) and which relate to or result from the present or anticipated business, research, developments, tests, products, work or activities of the Company, its Protected Customers, and its Affiliates. All Work Product shall be considered as work “made for hire” by the Employee and therefore owned by the Company. If any of the Work Product may not, by operation of the law, be considered work made for hire by Employee for Company and its Affiliates, or if ownership of all right, title, and interest of the intellectual property rights therein shall not otherwise vest exclusively in Company, Employee hereby assigns to Company, and upon the future creation thereof automatically assigns to Company, without further consideration, the ownership of all Work Product. Company shall have the right to obtain and hold in its own name copyrights, registrations, and any other protection available in the Work Product. Employee agrees to perform, during or after Employee’s employment, such further acts as may be necessary or desirable to transfer, perfect, and defend Company’s ownership of the Work Product that are reasonably requested by Company.

7. Equitable Relief. The Parties to this Agreement acknowledge that a breach by Employee of any of the terms or conditions of this Agreement will result in irrevocable harm to Company and that the remedies at law for such breach may not adequately compensate the Companies for damages suffered. Accordingly, Employee agrees that in the event of such breach, Company shall be entitled to injunctive relief or such other equitable remedy as a court of competent jurisdiction may provide. Nothing contained herein will be construed to limit Company’s right to any remedies at law or equity, including the recovery of damages for breach of this Agreement.

8. Compliance with Securities Laws. Employee, Company and its Affiliates agree to comply with all applicable state and federal securities laws, rules, and regulations, as may be in effect from time to time.

9. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of California, which is an employment-at-will state.

10. Arbitration. The Parties agree that any dispute, claim or controversy of whatever nature arising out of or relating to the negotiation, execution, performance or breach of this Agreement or any other dealings between them that cannot be amicably resolved either by informal discussion between the Parties or mutual agreement to mediate, shall be resolved solely by arbitration in proceedings conducted in Alameda County, California before the American Arbitration Association in accordance with its Commercial Arbitration Rules. Results from such proceedings shall be deemed conclusive, final and binding upon the Parties, and may be entered as the judgment of any court of competent jurisdiction. The Parties shall execute all submission agreements and other documents authorizing the submission of said dispute to arbitration for a final determination and award. The arbitration panel shall be empowered to award attorney’s fees and expenses of arbitration (including expert witness fees) to the prevailing Party in any such arbitration. Furthermore, with respect to any civil action instituted for injunctive relief, the Parties hereby expressly agree to submit themselves to, and consent to the jurisdiction and venue of Nevada. Nothing contained in this paragraph shall restrict or prevent any Party from obtaining a temporary restraining order, injunction or other equitable relief which said initiating Party may have against the other.

Apex Solutions, 8435 Baldwin St., Oakland, CA 94621

Apex Solutions, Inc.

11. Indemnification. Company and its Affiliates hereby agree that it shall indemnify and hold Employee harmless to the fullest extent permitted by applicable law, from and against all losses, costs, claims, judgments and expenses, including without limitation reasonable attorney’s fees or lost wages due to imprisonment (“Losses”), as and when incurred by Employee. The indemnification provided for herein shall not be deemed exclusive of any other rights to which Employee may be entitled under any by-law, agreement, insurance policy, vote of shareholders or otherwise. Employee shall indemnify and hold Company (and its employees, officers, directors, advisors and agents) harmless against any Losses as a result of any material breach by Employee.

Exceptions.

a. Certain Matters. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee on account of any proceeding with respect to (i) remuneration paid to Indemnitee if it is determined by final judgment or other final adjudication that such remuneration was in violation of law (and, in this respect, both the Company and Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication; (ii) a final judgment rendered against Indemnitee for an accounting, disgorgement or repayment of profits made from the purchase or sale by Indemnitee of securities of the Company against Indemnitee or in connection with a settlement by or on behalf of Indemnitee to the extent it is acknowledged by Indemnitee and the Company that such amount paid in settlement resulted from Indemnitee’s conduct from which Indemnitee received monetary personal profit, pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or other provisions of any federal, state or local statute or rules and regulations thereunder; (iii) a final judgment or other final adjudication that Indemnitee’s conduct was in knowingly fraudulent or constituted willful misconduct (but only to the extent of such specific determination, and other than in connection with the operation of the Company’s cannabis business in the ordinary course); or (iv) on account of conduct that is established by a final judgment as constituting a breach of Indemnitee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Indemnitee is not legally entitled. For purposes of the foregoing sentence, a final judgment or other adjudication may be reached in either the underlying proceeding or action in connection with which indemnification is sought or a separate proceeding or action to establish rights and liabilities under this Agreement.

b. Claims Initiated by Indemnitee. Any provision herein to the contrary notwithstanding, the Company shall not be obligated to indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought by Indemnitee against the Company or its directors, officers, employees or other agents and not by way of defense, except (i) with respect to proceedings brought to establish or enforce a right to indemnification under this Agreement or under any other agreement, provision in the Bylaws or Certificate of Incorporation or applicable law, or (ii) with respect to any other proceeding initiated by Indemnitee that is either approved by the Board of Directors or in which Indemnitee’s participation is required by applicable law. However, indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of Directors determines it to be appropriate.

c. Unauthorized Settlements. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee under this Agreement for any amounts paid in settlement of a proceeding effected without the Company’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent to any proposed settlement; provided, however, that the Company may in any event decline to consent to (or to otherwise admit or agree to any liability for indemnification hereunder in respect of) any proposed settlement if the Company is also a party in such proceeding and determines in good faith that such settlement is not in the best interests of the Company and its stockholders.

Apex Solutions, 8435 Baldwin St., Oakland, CA 94621

Apex Solutions, Inc.

d. Securities Act Liabilities. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee or otherwise act in violation of any undertaking appearing in and required by the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Act”), or in any registration statement filed with the SEC under the Act. Indemnitee acknowledges that paragraph (h) of Item 512 of Regulation S-K currently generally requires the Company to undertake in connection with any registration statement filed under the Act to submit the issue of the enforceability of Indemnitee’s rights under this Agreement in connection with any liability under the Act on public policy grounds to a court of appropriate jurisdiction and to be governed by any final adjudication of such issue. Indemnitee specifically agrees that any such undertaking shall supersede the provisions of this Agreement and to be bound by any such undertaking. A determination that Indemnitee is not entitled to indemnification pursuant to this Section 10(d) may be made by the Company upon receipt of a written opinion from Independent Counsel, a copy of which opinion shall be delivered to the Indemnitee. In the event Indemnitee disputes such opinion, Indemnitee shall in any event be entitled to seek enforcement of its rights hereunder pursuant to Section 7(c), and Indemnitee shall be indemnified in connection with costs in seeking such enforcement pursuant to Section 7(d).

12. Notices. All notices, demands and requests which may be given or which are required to be given by either Party to the other, and any exercise of a right of termination provided by this Agreement, shall be in writing and shall be deemed effective when either: (1) sent by certified or registered mail to the intended recipient at the address specified below; (2) deposited into the custody of a nationally recognized overnight delivery service such as FedEx, UPS. or United Stated Postal Service, addressed to such party at the address specified below; or (3) sent by facsimile, email, telegram or telex, provided that receipt for such transmission is verified by the sender. Notices shall be effective on the date of delivery or receipt. For purposes of this Paragraph, the addresses of the Parties for all notices are as follows (unless changes by similar notice in writing are given by the particular person whose address is to be changed):

Company:	Employee:
Apex Solutions
Ted Hicks, CEO	Gordon Ellis
8435 Baldwin St	9313 Eagle Springs Pl
Oakland, CA 94621	Roseville CA 95747_

13. Miscellaneous. This Agreement shall supersede any and all other agreements, whether written or verbal, that may have been made or entered into by the Parties relating to the subject matters set forth herein. No waiver by a Party of any breach by the other Party of this Agreement shall be construed to be a waiver as to succeeding breaches. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and may not be modified or amended in any way except in writing by the Parties. Employee may not assign its interest in or delegate the Services under this Agreement. This Agreement shall be binding upon and inure to the benefit of Company, its successors and assigns. If any provision or part of any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such holding shall not affect the enforceability of any other provisions or parts thereof; and all other provisions and parts thereof shall continue in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement.

Apex Solutions, 8435 Baldwin St., Oakland, CA 94621

Apex Solutions, Inc.

IN WITNESS WHEREOF, the Parties have accepted and agreed to enter into this Agreement on this 15^th day of January 2020.

EMPLOYEE:		COMPANY:
Gordon Ellis,		Apex Solutions,
an Individual		a California corporation
/s/ Gordon Ellis		/s/ Ted Hicks
By:	Gordon Ellis	By:	Ted Hicks
	Individually		Chief Executive Officer

Apex Solutions, 8435 Baldwin St., Oakland, CA 94621

Apex Solutions, Inc.

“EXHIBIT A”

ADDITIONAL COMPENSATION TO EMPLOYEE AND EXPENSES

1.	Regular Compensation. Employee shall be entitled to regular compensation for Services rendered in the amount of $120,000 annually. Cash compensation is payable in accordance with Company’s standard payroll schedule, beginning on the 16th day of January 2020.
2.	Bonus Compensation. The Employee will be subject to an annual performance review (“Review”). Any performance based incentive compensation resulting from the Review may include combinations of cash and/or equity, consisting of any combination of common stock, options, restricted stock grants, etc. at the sole discretion of the Company. In addition to a Review, Employee may receive bonuses directly related to other business development activities such as acquisitions, mergers, strategic partnerships, joint ventures, etc. at the sole discretion of the Company.
3.	Stock Options. Company intends, and is currently in the process of, merging into a holding company and splitting into 3 different entities intended to be fully reporting publicly traded. Upon each anniversary of employment or change in control of Apex Solutions Inc., Employee will receive a restricted stock grant of 56,390 shares of Common Stock in the aforementioned publicly traded holding company (or privately held holding company. If there is a change in control of the company in any given year, the full years grant will be effective immediately. If any splits of company shares are implemented, the number of shares will adjust according to the same terms as the stock split. This provision does not preclude Employee from acquiring any additional or future rights to purchase Common Stock in Company at a predetermined price.
4.	Benefits. Employee shall be eligible to participate in any employee benefits program offered by Company, including, but not limited to: group or individual insurance plans for health, dental or vision care and any retirement, deferred-compensation or other post-employment benefit plan. Employee contributions toward any such benefits shall be withheld from compensation in accordance with the Company’s standard payroll schedule.
5.	Expenses. During the term of this Agreement, Employee shall be entitled to reimbursement of their reasonable expenses incurred from time to time during the term hereof, in connection with the Employment Services to be provided under this Employment Agreement, within 15 days after invoicing the Company. The Company shall reimburse Employee for all pre-approved business expenses after the Employee presents an itemized account of expenditures with proof (i.e. receipts).

All Compensation is subject to modification from time to time by the Company at any time with prior written notice, to reflect new incentive situations, pricing structure, revenue growth or changes in financial standing. It is also subject to adjustment for specific acquisitions, ventures or other activities when the circumstances warrant revised treatment, provided that adjustments shall be fairly applied to Employee. No amendment or modification of the Compensation shall be made except by an Addendum attached to this Agreement.

Apex Solutions, 8435 Baldwin St., Oakland, CA 94621

EX-10.9

Exhibit 10.9

DIAMOND REAL ESTATE, LLC

LEASE AGREEMENT

(THIS IS A COMMERCIAL TRIPLE NET LEASE.)

THIS LEASE AGREEMENT, is made and entered into this 20^th day of November, 2021, by and between “Landlord” and “Tenant” hereinafter named:

Definitions and certain Basic Provisions:

A.	“Landlord”: Diamond Real Estate, LLC.
	Landlord’s address for Notices and Requests:
	Diamond Real Estate, LLC
	10404 Vineyard Blvd., Suite D
	Oklahoma City OK 73120

B.	“Tenant”: Agro Capital Mangaement Corp dba Primo Laboratories
	Tenant’s address for Notices and Requests:
	2620 Regatta Drive,
	Suite 102,
	Las Vegas, NV 89128

C. The “Building”: For the purpose of this Lease Agreement, the “Building” shall be known as the Village Town Center, which is located at 2222 W. Hefner Road, Oklahoma City, Suite C, together with all improvements located thereon and the surrounding land and parking areas, are collectively referred to herein as the “Building.”

D.	“Premises” or “Leased Premises”: 1,700 square feet, more or less.
E.	“Term” (3) Three years and 3 months
F.	“Term Commencement Date”: November 20, 2021
G.	“Term Expiration Date”: December 31, 2024

1. RENT. TENANT agrees to pay Landlord as rental for the above described property the sum of $2,408.33 per month, payable on or before the first day of each month during the term of this Lease. ($1,983.33 rent, plus $425.00 CAM charges). First monthly lease payment shall start on December 1, 2021.

2. LATE CHARGE. A late charge of $200.00 shall be assessed on any such payment made after the 5th of the month in which said payment is due. Late charges shall be considered an additional rental and if not paid as required shall constitute a default by TENANT .

3. SECURITY DEPOSIT. Beginning with Tenant’s occupancy of the Leased Premises and at all times thereafter during the Term of this Lease, Tenant shall maintain a Security Deposit with Landlord in the amount of $2,408.33 The Security Deposit may be applied toward the payment of accrued rent and the amount, if any, of damages Landlord has suffered by reason of Tenant’s noncompliance with this Lease. If Landlord applies any portion of the Security Deposit against accrued rent or damages, the remainder shall be refunded to Tenant at the conclusion of the Lease. Tenant expressly understands that under no circumstances shall the Security Deposit be deemed an advance payment of the last monthly rent payment. Landlord shall not be required to keep this deposit separate from its general funds, and Tenant shall not be entitled to interest on such deposit.

4. USE OF PREMISES. TENANT agrees to take good care of the Premises and not use them for an purpose other than PROCESSING AND SELLING PRODUCTS AND GENERAL OFFICE AND ITS RELATED BUSINESSES and related items. TENANT agrees to require all employees to park in the parking area provided by LANDLORD in order that parking spaces most convenient for customers will be available at all times.

5. TENANT MAINTENANCE. Except as set forth in Section 6, TENANT shall maintain in good order, condition and repair the interior of the Premises, including all heating and air conditioning equipment and electrical and lighting facilities, and plumbing, and the improvements and equipment installed by TENANT in the Premises, and shall replace all broken glass, including plate glass and exterior show windows, and repair any broken doors. TENANT shall make all other repairs to the interior of the Premises, whether of a like or different nature, including damages caused by unauthorized breaking and entering, except those which LANDLORD is specifically obligated to make.

In the event TENANT fails to maintain the Premises in good order, condition and repair, LANDLORD shall give TENANT notice to do such acts as reasonably required as to maintain the Premises, using only licensed or bonded contractors. In the event TENANT fails to promptly to commence such work or diligently prosecute the same to completion, LANDLORD may, but is not obligated to, do such acts and expend such funds at the expense of the TENANT as are reasonably required to perform such work. Any amount so expended by LANDLORD shall be paid by TENANT promptly after with demand with interest of eighteen (18%) per annum from the date of such work. LANDLORD shall have no liability to TENANT for any damage, inconvenience or interference with the use of the Premises by the TENANT as a result of performing any such work or by reason of undertaking the repairs.

6. LANDLORD MAINTENANCE. LANDLORD shall repair and maintain the structural portion of the Premises, including exterior walls and roof, unless such maintenance and repair is caused in whole or in part by the neglect, fault or omission of TENANT , its agents, employees or invitees, or by unauthorized breaking and entering, in which event TENANT shall pay to LANDLORD the cost of maintenance and repair. LANDLORD shall have no obligation to repair until a reasonable time after the receipt by LANDLORD of written notice of the need for repairs. Unless otherwise specifically provided in this Lease, there shall be no abatement of rent and no liability of LANDLORD by reason of any injury to or interference with TENANT ’S business arising from the making of any repairs, alterations or improvements in or to any portion of the Premises, or parking lot.

Any provision of Section 5 to the contrary notwithstanding, LANDLORD shall pay for all “major repairs” to the Premises. As used herein, a “major repair” is any repair to damage not caused by the negligence or intentional acts of the TENANT , its agents, employees or invitees, the aggregate cost of which exceeds $100.00, such as repairs or replacements to the compressor in the A/C unit, the blower in the furnace or the roof.

7. ALTERATION. TENANT shall not erect or place any signs or advertising on or visible from the exterior of the Premises, nor alter the exterior or make any alterations or additions to the Premises without the LANDLORD’S prior written consent, not to be unreasonably withheld. All alterations, additions, and improvements made by TENANT to or upon Premises, except furniture, equipment and fixtures, shall at once when made or installed been deemed to have been attached to the freehold and to have become the property of LANDLORD; provided, however, if prior to termination of this Lease or within fifteen (15) days thereafter, LANDLORD may direct written notice to TENANT , TENANT shall promptly remove the additions, improvements, fixtures and installation which were placed in the Premises by TENANT and which are designated in said notice and shall repair any damage occasioned by such removal and in default thereof LANDLORD may effect said removal and repairs at TENANT ’S expense.

Any improvements, alterations, repairs or maintenance will be performed in a workmanlike manner by qualified and licensed firms. TENANT further agrees not to allow any liens for non-payment to be placed on the Premises, and, if any liens do appear, TENANT agrees to deposit sufficient funds with LANDLORD to satisfy said lien or to bond said lien as permitted by law.

8. POSSESSION; QUIET ENJOYMENT. LANDLORD warrants that it has good title to the Premises, and that it will, at the beginning of the term hereof, deliver possession of the Premises to TENANT in good condition, free of all other tenancies. Each party hereto affirms and states it has full right and authority to enter into this Lease Agreement.

LANDLORD covenants and agrees that, so long as TENANT performs its obligations hereunder, TENANT shall have the undisturbed right to peaceable possession of the Leased Premises.

9. TAXES. During the term of the Lease, Tenant shall pay all taxes assessed against the personal property of TENANT located on the Premises as and when such taxes are due.

10. COMMENCEMENT. Notwithstanding the Term Commencement Date, if for any reason LANDLORD cannot deliver possession of the Premises to TENANT on said date, LANDLORD shall not be subject to any liability therefor, nor shall such failure affect the validity of the Lease or obligations of TENANT hereunder or extend the term hereof, but in such case TENANT shall not be obligated to pay rent until possession of the Premises is tendered to TENANT ; provided, however, that if LANDLORD shall not have delivered possession of the Premises within thirty (30) days from said commencement date, TENANT may at TENANT ’S option, by notice in writing to LANDLORD within ten (10) days thereafter, cancel this Lease, in which event the parties shall be discharged from their respective obligations hereunder. If TENANT occupies the Premises prior to said commencement date, such occupancy shall not advance the termination date, and TENANT shall pay rent for such period at the initial monthly rates set forth.

11. SUBLEASE. TENANT shall NOT assign or transfer this Lease or any interest therein nor sublet said Premises or any part thereof without the written consent of the LANDLORD but such consent shall not be unreasonably withheld; nor shall this Lease be assignable or transferable by operation of law or by any process or proceeding of any court, or otherwise without the written consent of the LANDLORD.

12. TENANT ’S PRIVATE AREA. The square footage computed by LANDLORD is enclosed within a perimeter line consisting of the outer wall or glass line of the Building and midpoint of the common walls separating the TENANT ’S private area from common area of other tenants of the Building.

13. SUBORDINATION. This Lease and all the rights of the TENANT hereunder at the option of the LANDLORD will be subject and subordinate to all encumbrances created by LANDLORD. TENANT agrees to execute and deliver to LANDLORD from time to time within ten (10) days after written request by LANDLORD all instruments which might be required by LANDLORD to confirm such subordination.

14. INSOLVENCY. In the event of attempted assignment of this Lease to creditors, the institution of bankruptcy, corporate reorganization, trustee or receivership proceedings involving TENANT , any of such events shall forthwith and of themselves cancel and void this Lease, and possession of the Premises shall immediately pass to LANDLORD, at its option. If LANDLORD exercises its option to recover possession of the Premises upon the occurrence of one of such events, it shall not be held to have waived its cause of action against TENANT for its failure to perform fully the terms of this Lease prior to such event.

15. SALE BY LANDLORD. In the event LANDLORD transfers its interest in the Building, LANDLORD will thereby be released from any further obligation hereunder and LEESEE agrees to look solely to the transferee for the performance of such obligations. The agreement of TENANT to attorn to the transferee of the LANDLORD will survive any termination of rights of the LANDLORD in the Building and the TENANT agrees to execute and deliver to the designee of the LANDLORD from time to time within ten (10) days after written request therefore all instruments which might be required by the LANDLORD to confirm such attornment.

16. INDEMNITY. TENANT agrees to carry public liability insurance covering the Leased Premises and the business conducted therein, which insurance shall be in amount not less than $100,000.00 each person and $300,000.00 each occurrence. Such policies shall be for the benefit of LANDLORD and TENANT as their interest may appear, and TENANT shall furnish LANDLORD a certificate of said insurance. TENANT further agrees to indemnify LANDLORD from any and all damages to the contents of any portion of the Building herein leased, and from any action, claim or injuries arising from the maintenance, operation or use by TENANT , its employees, customers or invitees of the Premises by any person, or for any condition existing on said Premises under the control of TENANT or which condition is the responsibility of TENANT . In any suit or action for damages arising from alleged negligence of TENANT in which LANDLORD is included as a defendant, TENANT will assume all the burdens, costs and expenses of the defense thereof.

17. DESTRUCTION. In the event said Premises are partially destroyed or rendered partially unfit for their accustomed uses by fire, tornado, or any other casualty, LANDLORD shall at its expense, promptly restore the Premises to substantially the condition in which they were immediately prior to such casualty. From the date of such casualty until said Premises are restored, rent shall abate in such portion as the part of said Premises thus destroyed or rendered unfit bears to the total Premises. In the event the premises are totally destroyed or rendered wholly unfit for their accustomed uses by any casualty, LANDLORD may , at its option, elect to restore said Premises at its expense to substantially the condition they were in prior to such casualty, or LANDLORD may elect to terminate this Lease, such option to be exercised by notice from LANDLORD to Tenant not later than thirty days following such casualty. If LANDLORD fails to give such notice, this Lease shall terminate and TENANT shall be liable for rent only to the time of the casualty. The Premises shall be totally destroyed if the cost of restoration exceeds 50% of the fair market value of the improvements thereon prior to such casualty. TENANT shall receive pro rata refund of any sum paid in advance for the period during which the Premises are unfit for use, and rent shall abate during such time.

18. DEFAULT. If TENANT vacates or abandons said Premises or defaults in the payment of the rent reserved or any installation thereof, LANDLORD may, at its option, terminate this Lease or without such termination enter said Premises, remove TENANT ’S property therefrom, and re-let the same for the account of TENANT for such rent and upon such terms as may be satisfactory to LANDLORD, without such reentry working a forfeiture of past or future rents to be paid or the covenants to be performed by TENANT during the full term hereof. In any event, TENANT shall pay any rent deficiency, each month thereafter, during the balance of the term hereof.

19. LIEN. All property of TENANT in or upon said Premises, whether or not exempt from execution, shall be subject to a lien for payment of the rent reserved and for any damages arising from any breach by TENANT of any of covenants herein. If default is made in the payment of any installation of the rent, or any part thereof, and if such default continues for ten (10) days after written notice thereof to TENANT , LANDLORD may take possession of said property of TENANT or any part thereof and sell it at public or private sale with or without auction, to the highest bidder for cash, and apply the proceeds of said sale first toward the cost of sale and then toward said debt or damages, any remainder to be paid to TENANT . In the event it becomes necessary for either party to take legal action for the enforcement of any obligation imposed upon the other by this Lease, the non-prevailing party will bear all of the costs and expenses of such auction, including reasonable attorney fees.

20. WAIVER AND NOTICE. Any assent, expressed or implied, by LANDLORD to any breach of any covenant or condition herein shall operate as such only in the specific instance and shall not be an assent or waiver thereof generally or of any specific breach thereof. The various rights, powers, elections and remedies of LANDLORD contained herein are cumulative, and no one of them shall be exclusive of other or of any allowed law. No right shall be exhausted by being exercised on one or more occasions. Time is of the essence hereof. Where provision is made herein for notice of any kind, it shall be deemed sufficient, if such notice is to TENANT , if addressed to TENANT at the Leased Premises; and if so to LANDLORD, if addressed to LANDLORD at the address shown in LEASE. Such notice shall be given by mail with postage prepaid. The provision contained herein, including any additional provisions, are the complete terms of the Lease, and no alterations or modifications of said terms shall be binding unless signed by both parties.

21. SUITABILITY. TENANT acknowledges that neither LANDLORD nor any agent of LANDLORD had made any representation or warranty with respect to the Premises or the suitability of the Premises for the conduct of TENANT ’S business, nor has LANDLORD agreed to undertake any modification, alteration or improvement to the Premises except as provided in the Lease. The taking of possession of the Premises by TENANT shall conclusively establish that the Premises were at such time in satisfactory condition unless within fifteen (15) days after such date TENANT shall give LANDLORD written notice specifying in reasonable detail the respects in which the Premises or the Building were not in the satisfactory condition. By execution hereto, TENANT and LANDLORD acknowledge that they have investigated all representation of agents, and as such agents shall be relieved of all liability for future claims.

22. PROHIBITED USES. TENANT shall not use said Premises for any use other than that which is specified in the Lease, and shall not permit them to be used, for any other purpose, without first obtaining the written consent of LANDLORD. TENANT shall promptly and continuously comply with all laws, orders, and regulations of the State, County and City, affecting the use, occupation, safety and cleanliness of the Premises and the equipment of TENANT .

TENANT may not display or sell items or allow carts, portable signs, devices or any other objects to be stored or to remain outside the exterior walls and permanent doorways of the Premises. TENANT further agrees not to install any exterior lighting, amplifiers or similar devices or use in or about the Premises any advertising medium which may be heard or seen outside the Premises, such as flashing lights, searchlights, loudspeakers, phonographs or radio broadcasts.

TENANT shall not do or permit anything to be done in or about the Premises nor bring or keep anything therein which will in any way increase the existing rate or affect any fire or other insurance upon the Premises or the Building or any of its contents, nor shall TENANT sell or permit any articles to be kept, used or sold in or about the Premises, which may be prohibited by a standard form policy of fire insurance. If LANDLORD’S insurance premium is increased as a result of TENANT ’S business operation, TENANT agrees to pay said increase.

In the event Premises represent a section of a larger Building, TENANT shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the Building of which the Premises may be a part or injure or annoy them, or use or allow the Premises to be used for any unlawful or objectionable purpose, nor shall TENANT cause, maintain or permit any nuisance in, on, or about the Premises. TENANT shall not commit or allow to be committed any waste in or upon Premises. TENANT shall keep the Premises in a clean and wholesome condition, free of any objectionable noises, odors or nuisances.

23. TENANT HOLDOVER. If TENANT fails to surrender the Premises upon the termination or expiration of this Lease, with or without the express or implied consent of LANDLORD, such tenancy shall be at sufferance only, and shall not constitute a renewal hereof or an extension for any further term.

23.1. Rent. Under such tenancy at sufferance, Base Rent shall be payable at a monthly rate equal to one hundred fifty percent (150%) of the Base Rent applicable during the last rental period under this Lease, prorated based on the actual number of holdover days.

23.2. Rights Reserved. Such tenancy at sufferance shall be subject to every other applicable term, covenant and agreement contained in this Agreement. Nothing contained in this Article shall be construed as consent by Landlord to any holding over by TENANT, and LANDLORD expressly reserves the right to require TENANT to surrender possession of the Premises to LANDLORD as provided in this Lease upon the expiration or other termination of this Lease. The provisions of this Article shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided in this Agreement or at law.

23.3 Indemnification. If TENANT fails to surrender the Premises upon the termination or expiration of this Lease, in addition to any other liabilities to LANDLORD accruing there from, TENANT shall protect, defend, indemnify and hold LANDLORD harmless from all loss, costs (including reasonable attorney fees) and liability resulting from such failure, including any claims made by any succeeding tenant founded upon such failure to surrender (excluding such TENANT’S lost profits) and any lost profits to LANDLORD resulting therefrom, but only if the holdover continues beyond thirty (30) days and LANDLORD has notified TENANT of the existence of the new lease.

24. RIGHT TO SHOW SPACE. LANDLORD may show the Premises to prospective TENANT s at any reasonable hour during the last sixty (60) days of the term hereof. This Lease shall not be deemed renewed except upon written agreement to that effect. TENANT agrees that it will, without notice, deliver possession of said Premises to LANDLORD upon the expiration of the term hereof. In the event TENANT remains in possession of said Premises after the expiration of this Lease, without executing a new Lease, TENANT shall be deemed to occupy the Premises as a tenant from month to month, subject to all the terms hereof insofar as they are applicable to such a tenancy.

25. WAIVER OF SUBROGATION. LANDLORD releases and discharges TENANT from all liability which may arise out of the loss or destruction by fire or other casualty of the Leased Premises caused by the act or omission of TENANT or its agents. TENANT releases and discharges LANDLORD from all liability which may arise out of the loss or destruction by fire or other casualty of any property of TENANT which may be located upon the Premises caused by the act of LANDLORD or its agents. Each of the parties agrees to give notice of this provision to all companies which issue a policy of fire insurance upon the Premises, fixtures or contents.

26. CONDEMNATION. If during the term of the Lease more than forty (40%) of the parking lot and/or Building should be taken by eminent domain or condemnation for public or quasi-public use, or by private purchase in lieu thereof, this Lease shall terminate upon the election of either party by giving written notice to the other party within sixty (60) days after the taking of possession by the condemning authority. All funds derive from condemnation proceedings shall be paid direct to LANDLORD, and TENANT hereby assigns its interests in any such award to LANDLORD; provided, however, LANDLORD shall have no interest in any award made to TENANT for loss of business, fixtures or moving. If such a separate award is made to TENANT , then the LANDLORD shall not pay for moving expenses. Otherwise, LANDLORD agrees to pay for moving expenses to TENANT in such event.

27. DAMAGE TO PROPERTY. SUBJECT TO NORMAL WEAR AND TEAR OF THE USE OF THE SAID PREMISES, TENANT shall bear all risks of damage to the equipment, fixtures, furnishings, inventory, and supplies located on and situated in said Leased Premises and shall maintain adequate insurance thereof for his own protection as a result thereof. LANDLORD is relieved absolutely of any liability thereof, including, but not limited to, damages to any such property caused by gas, water, smoke, rain or snow, which may leak into, issue or form from any part said Building of which the Leased Premises are a part, or from pipes or plumbing work of said Building, or from any other place.

28. INTEREST ON PAST DUE OBLIGATION. Except as expressly herein provided, any amount not paid to LANDLORD when due shall bear interest at eighteen percent (18%) per annum from the due date. Payment of such interest shall not excuse or cure any default by TENANT under this Lease.

29. CORPORATE AUTHORITY. If TENANT is a corporation, each individual executing this Lease on behalf of said corporation represents and warrants that they are duly authorized to execute and deliver this Lease on behalf of said corporation in accordance with the By-laws of said corporation, and that this Lease is binding upon said corporation in accordance with its terms.

30. INABILITY TO PERFORM. If either party hereto shall be delayed or prevented from the performance if any act required hereunder by reasons of strike, labor or trouble, acts of God or any other cause beyond the reasonable control of such party (financial inability excepted), and such party is otherwise without fault, then performance of such act shall be excused for the period of the delay, provided that the foregoing shall not excuse TENANT from the prompt payment of any rental or other charge required of TENANT hereunder unless otherwise specifically so stated in this Lease.

31. BINDING EFFECT. The covenants, terms, conditions, and agreements herein contained shall extend to and be binding upon the respective heirs, trustees, successors, executors, administrators, and assigns of the parties.

32. COMPLETE AGREEMENT. The covenants and conditions herein contained, together with any exhibits and addenda attached, are the full and complete terms of this Lease Agreement, and no alterations, amendments, or modifications of the same shall be binding, unless first reduced to writing and signed by both parties.

33. RESERVATION. The submission of this Lease for examination does not constitute a reservation of or option for the Premises, and this Lease is effective as a lease upon execution and delivery thereof by LANDLORD and TENANT .

34. UTILITIES. TENANT agrees to pay for gas, electric current and all other utilities supplied to the Premises. If any utilities are not separately metered, then the rates charged to the Premises shall not exceed those of the local public utility company if its services were furnished directly to TENANT and shall not be less than its pro rata share of any jointly metered service as reasonably determined by LANDLORD. LANDLORD shall not be liable in damages or otherwise for any failure or interruption of any utility service being furnished to the Premises, and such failure or interruption shall not entitle TENANT to terminate this Lease, unless it continues interrupted in excess of ten business days.

35. COMMON AREAS. LANDLORD shall maintain and repair the common areas of the Building in first class condition, to include the parking areas, sidewalks, landscaping, lawns, trash receptacles and enclosures and lighting. LANDLORD shall be responsible for snow and ice removal from the parking areas and sidewalks, for bulb replacement in the lighting, for utility charges for the common areas, for striping the parking areas as needed, and for security in the common areas.

36. TENANT IMPROVEMENTS ALL TENANT IMPROVEMENTS WILL BE THE RESPONSIBILITY OF THE TENANT.

37. ADDITIONAL COVENANTS. 1. Tenant agrees to vacate the space within 30 days after written notice from the Landlord, if the Landlord suffers damages from any Federal or State law that will damage the Landlord in any way by having Tenant occupy said space. 2. No cash payments for rent.

Commercial Lease

(Signature page)

TENANT :	Agro Capital Management Corp
	By:	/s/ Mr. Scott Benson
	Mr. Scott Benson
	Its CEO
	Date:
LANDLORD:	Diamond Real Estate, LLC
	By:	/s/ Russell Kim
	Russell Kim – ITS Manager
	Date:

STATE OF OKLAHOMA	)
	)	SS:
COUNTY OF OKLAHOMA	)

Before me, the undersigned, a Notary Public, within and for said State, on this _____ day of _________________, 2022, personally appeared Scott Benson, to me known to be the identical person who subscribed the name of Scott Benson, the maker thereof to the within and foregoing instrument as its President and acknowledged to me that she executed the same as her free, voluntary act and deed, and as the free and voluntary act and deed of such corporation, for the uses and purposes set forth.

In Testimony Whereof, I have hereunto set my hand and official seal the day and year last above written.

			Notary Public
My Commission Expires:
STATE OF OKLAHOMA	)
	)	SS:
COUNTY OF OKLAHOMA	)

Before me, the undersigned, a Notary Public, within and for said State, on this _____ day of _________________, 2022, personally appeared Russell Kim, to me known to be the identical person who subscribed the name of Diamond Real Estate, LLC, the maker thereof to the within and foregoing instrument as its President and acknowledged to me that he executed the same as his free, voluntary act and deed, and as the free and voluntary act and deed of such corporation, for the uses and purposes set forth.

In Testimony Whereof, I have hereunto set my hand and official seal the day and year last above written.

	Notary Public
My Commission Expires:

PERSONAL GUARANTY

FOR VALUE RECEIVED, and in consideration of the execution of the within Lease by Landlord, the undersigned guarantees to the Landlord, its successors and assigns, the full performance and observance of all the covenants, conditions and agreements therein contained to be performed and observed by the Tenant without requiring any notice of non-payment, non-performance, or non-observance, or proof of notice or demand whereby to charge the undersigned therefore, nor shall failure of the Landlord to enforce its rights against the Tenant or concessions made by the Landlord to the Tenant, affect the liability hereunder.

DATED this _____ day of ____________, 2021

			Scott Benson, Individually
STATE OF OKLAHOMA	)
	)	SS:
COUNTY OF OKLAHOMA	)

Before me, the undersigned, a Notary Public, in and for said State, on this _____ day of ____________, August, personally appeared Scott Benson to me personally known to be the identical person who executed the within and foregoing instrument, and acknowledged to me that she executed the same as her free and voluntary act and deed for the uses and purposes therein set forth.

In Testimony Whereof, I have hereunto set my hand and official seal the day and year last above written.

	Notary Public
My Commission Expires:

EX-10.10

Exhibit 10.10

PURCHASE AND SALE AGREEMENT

THIS CONTRACT (“Contract”) is entered into between ONCE LOWLY LOT, LLC, an Oklahoma limited liability company (“Seller”), and AGRO CAPITAL MANAGEMENT CORPORATION, a publicly traded corporation organized under the laws of the State of Nevada (“Buyer”). Hereinafter, Seller and Buyer may be individually referred to as “Party” and collectively referred to as the “Parties.”

Upon execution of this Contract by the Parties, evidenced by their signatures hereto, a valid and binding contract of sale shall exist. The “Effective Date” hereof shall be the _____ day of June, 2021. The terms and conditions shall be as follows:

1. SALE: Seller agrees to sell and convey to Buyer by General Warranty Deed (hereinafter, the “Deed”), and Buyer agrees to purchase, the real estate located at 1814 NW 1st Street, Oklahoma City, Oklahoma 73106-3008, together with any improvements thereon (collectively the “Property”), if any, which such Property may be further described as:

CARLE & COLCORD ADDITION 013 000 W1/2 OF LOT 4 & LOTS 5 THRU 8

The exact size and legal description of the Property shall be determined by a survey, as provided herein.

2. PURCHASE:

(a) Consideration. As consideration for Seller’s sale, disposition, and transfer of the Property to Buyer, Buyer shall set aside for Seller, whether in escrow, in trust, or otherwise separate from the assets of Buyer, five hundred thousand (500,000) restricted shares of Buyer’s common stock (the “Shares”). Buyer’s interest in the Shares shall vest at the end of the second anniversary of the Effective Date of this Agreement, upon which time Buyer will obtain full rights thereto, including the right to resell such Shares.

(b) Vesting. Unless otherwise expressly agreed to by the Parties in writing, the Shares set aside for Seller shall vest in full on the second anniversary of the Effective Date of this Agreement (the “Vesting Date”), provided that such vesting shall not occur upon the Seller’s failure to upgrade the Property in accordance with this agreement (“Termination”). If Seller voluntarily or involuntarily affects a Termination for any reason (including due to death, disability, or otherwise) prior to the Vesting Date, Buyer shall automatically reacquire all Shares and/or Bonus Shares that have not yet vested in accordance with this provision.

(c) Rights in Unvested Shares. Prior to the Vesting Date, Seller shall have all rights and privileges of a shareholder of Buyer with respect to the Shares set aside and otherwise unvested, except that Seller may not resale, dispose of, gift, assign, or otherwise transfer such Shares unless Buyer agrees to such transfer in writing. Buyer shall have no right to sell, grant, assign, dispose of, or otherwise transfer unvested Shares set aside for the benefit of Seller.

(d) Delivery of Shares. The full number of Shares contemplated for payment to Seller under this Agreement shall be set aside for the benefit of Seller in accordance with Section 2(a) above, in full upon delivery of the Deed at Closing.

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3. SURVEY: If a survey is available and in the possession or control of Seller, it shall be provided to Buyer within ten (10) days of the Effective Date. Within sixty (60) days from the Effective Date, Buyer shall cause an updated survey to be prepared the (“Survey”).  The Survey shall comply with the minimum standard detail requirements for land title surveys as adopted by ALTA/ACSM.

4. SELLER UPGRADES: Upon the date of Closing, Seller shall provide for certain improvements and upgrades to the Property (“Improvements”), and Seller shall solely assume the complete costs thereof, including the following improvements:

(i)	upgrading the Property’s electrical service to 400-AMP;
(ii)	installing, or providing for the installation of, a 480 Volt 3 Phase power system.
(iii)	installing a security camera and monitoring system which meets both (i) relevant State legal requirements; and (ii) is compatible with Buyer’s offsite monitoring needs.

5. TAXES AND PRORATIONS:

(a) The Seller shall pay in full:

(i) all special assessments against the Property upon the date of Closing, whether or not payable in installments;

(ii) all taxes which are a lien on the Property upon the date of Closing;

(iii) the cost of any item of workmanship or material furnished on or prior to the date of Closing, including utility charges, which is or may become a lien on the Property; and

(iv) the cost of all improvements or upgrades contemplated herein in connection with the sale of the Property.

(b) The following items shall be prorated between the Seller and Buyer as of the date of Closing:

(i) rents, if any; and

(ii) general ad valorem taxes for the current calendar year, provided that, if the amount of such taxes has not then been fixed, the proration shall be based upon the rate of levy for the previous calendar year.

6. RISK OF LOSS: Until Closing, the Seller shall bare the risk of loss to the Property.

7. SELLER’S REPRESENTATIONS: Seller’s representations are as follows:

(a) There are no contracts or other obligations outstanding for the sale, exchange, or transfer of all or any part of the Property other than this Contract.

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(b) There are no sites of historical or archaeological importance on the Property, which in any way would impede, curtail, limit, or restrict the development of the Property.

(c) Seller shall not at any time prior to Closing grant to any person an interest in the Property.

(d) Seller has:

(i) all requisite power and authority:

(1) to own its property and operate its business, and

(2) to enter into this Contract and consummate the sale contemplated in this Contract, and

(ii) by proper action, duly authorized the execution and delivery of this Contract and the consummation of the sale contemplated in this Contract.

(e) At or prior to the Closing, any existing leases covering the Property shall be fully terminated and any existing tenants of the Property, other than Buyers shall have fully vacated the Property, unless otherwise agreed to by the Parties.

(f) The Seller’s execution of this Contract and consummation of the sale do not and will not result in a breach of or constitute a default under the terms of provisions of any indenture, agreement, instrument or obligation to which the Seller is a party or by which the Property or any portion thereof is bound.

(g) Seller is the owner of good marketable fee simple title to the Property, free and clear of any liens, deeds of trust, pledges, leases, charges, encumbrances, joint ownerships, or restrictions of any kind, except liens to be discharged at or prior to Closing.

(h) Seller shall, upon the date of Closing and for as long as necessary thereafter, assist Buyer in obtaining an Oklahoma Medical Marijuana Authority (OMMA) manufacturing license, and provide the requisite funds for obtaining such license.

9. CONDEMNATION: If, prior to the Closing, action is initiated or threatened to take a material portion of the Property by eminent domain proceedings, or by deed in lieu thereof, for any portion of the Property, Buyer may either

(a) Terminate this Contract; or

(b) Close the sale and the entire award of the condemning authority will be assigned by Seller to Buyer at the Closing.

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10. CLOSING: The Closing shall take place at _____________________________ no later than June 30, 2021, after the satisfaction of all contingencies hereto; however, if, at the option of the Seller, the Closing occurs prior to June 30, 2021, any remaining obligation of the Buyers under any other oral or written agreement with Seller whatsoever, will end and any amounts owed be prorated to the date of the Closing.

11. SELLER DELIVERY AT CLOSING: At Closing, Seller shall deliver or cause to be delivered to Buyer, at Seller’s sole cost and expense, each of the following:

(a) The Deed duly executed and acknowledged by Seller.

(b) All additional documents and instruments as, in the mutual and reasonable opinion of Seller’s and Buyer’s counsel, are reasonably necessary for the proper consummation of this transaction.

12. BUYER’S DELIVERY AT CLOSING: At the Closing, Buyer, at Buyer’s sole cost and expense, shall deliver to Seller the following:

(a) The Shares in the amount and manner required by Section 2(a)–(d) herein.

(b) All additional documents and instruments as, in the mutual and reasonable opinion of Seller’s and Buyer’s counsel, are reasonably necessary for the proper consummation of this transaction.

13. NO PARTNERSHIP: Nothing herein is intended to create any relationship other than Buyer and Seller in an arms-length transaction. By this agreement, these parties do not intend to create any partnership, joint venture, association, or any such similar relationship, all of which are herein specifically denied.

14. FINAL LEGAL DESCRIPTION: In the event the preliminary legal description of the Property is different from that contained in the Survey prepared in accordance with this Contract, the final legal description of the Property (the “Final Legal Description”) will be the one specified on the Survey, and once approved by Buyer and Seller, the Final Legal Description shall be substituted for the preliminary legal description of the Property contained in Section 1 and this Contract shall be deemed amended by such substitution without the necessity of the parties executing any further amendment to this Contract. Upon such substitution, the real estate portion of the Property shall be thereafter defined as set forth in the Final Legal Description.

15. COMMISSIONS : Purchaser and Seller covenant and represent to each other that no other party is entitled to be paid a fee or commission in connection with the transaction contemplated by this Agreement, and neither Purchaser nor Seller has had any dealings or agreements with any other individual or entity in connection therewith. If any other individual or entity will assert a claim to a finder’s fee, or commission, or other similar fee against either Purchaser or Seller on account of an alleged employment, arrangement or contract as a broker or a finder, then the party who is alleged to have retained such individual or entity will and does hereby agree to indemnify and hold harmless the other party from and against any such claim and all costs, expenses, liabilities and damages incurred in connection with such claim or any action or proceeding brought thereon. Seller agrees that in the event and only in the event the transaction contemplated by this Agreement is consummated, then, at the Closing, Seller will pay a real estate commission to the Broker in accordance with a separate agreement at Closing.

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16. NOTICES: All notices required under this Contract shall be deemed to be properly served if reduced to writing and sent by (i) certified or registered mail; (ii) Federal Express or similar overnight courier; (iii) facsimile transmission; or (iv) personal delivery and the date of such notice will be deemed to have been the date on which such notice is delivered or attempted to be delivered as shown by the certified mail return receipt or a commercial delivery service record, or in the case of facsimile on the date of receipt of the transmission as shown on a successful transmission confirmation receipt. All notices shall be addressed as follows, unless otherwise specified in writing:

To Buyer:

3651 Lindell Road, Suite D430,

Las Vegas, Nevada 89103

With Notice To:

Overman Legal Group

809 NW 36th St.

Oklahoma City, OK 73118

To Seller:

[17504 Egrets Ldg, Edmond, OK 73012]

With Notice To:

Jacquelyn L. Dill

[The Dill Law Firm, 12101 N. MacArthur Blvd. Suite 200, Oklahoma City, OK 73162] 

17. LEGAL FEES: If either Buyer or Seller brings any action or suit against the other for any matter relating to or arising out of this Contract then the prevailing party in such action, suit or proceeding, whether by final judgment or out of court settlement, shall be entitled to recover from the other party all costs and expenses of suit, including actual reasonable attorneys’ fees.

18. EFFECT: This Contract, when executed by both Seller and Buyer, shall be binding upon and inure to the benefit of Seller and Buyer, their respective heirs, legal representatives, successors and assigns.

19. ENTIRETY: This Contract sets forth the complete understanding of Seller and Buyer with respect to the matters set forth herein and supersedes all previous negotiations, representations and agreements between them and their employees, agents and representatives.

20. AMENDMENT: This Contract can only be amended or modified by a written agreement signed by Seller and Buyer.

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21. CONSENTS: Whenever the consent of Seller or Buyer is required hereunder, such consent, unless herein committed to such party’s sole discretion, will not be unreasonably withheld or delayed.

22. CONFIDENTIALITY: Seller and Buyer agree to keep this Contract and the terms and provisions thereof confidential and not to make any public announcement or disclosure or provide any third party any information or facts; including, but not limited to, the Purchase Price, without the written consent of the other party. The provisions of this Paragraph shall survive Closing.

24. 1031 EXCHANGE . It is the intent of the parties to consummate this transaction in manner, which will allow each party to effectuate a tax deferred exchange under Section 1031 of the Internal Revenue Code of 1986, as amended. The parties agree to cooperate with the other parties to effectuate a tax deferred exchange, provided that the cooperating party incurs no additional cost or expense, and provided further that the party requesting such cooperation indemnifies and holds the cooperating party and its affiliates harmless from and against any and all claims, demands, judgment, costs and expenses, including reasonable attorney’s fees and costs, associated with such cooperating party’s cooperation with such tax-free exchange; which indemnification shall survive closing of this transaction. All costs and expenses associated with such tax-free exchange shall be borne solely by the party requesting such cooperation and shall be reimbursed to the cooperating party at closing, including but not limited to, any additional attorneys’ fees, which the cooperating party incurs in connection with such tax deferred exchange.

25. TIME OF ESSENCE: This Contract shall be null and void unless signed by Seller and delivered to Buyer on or before 5:00 P.M., _____________________, 2021. Time is of the essence of this Contract and Buyer and Seller hereby agree to perform each and every obligation hereunder in a prompt and timely manner; provided however, that if the date for the performance of any action or obligation, or any time period specified here under occurs on a Saturday, Sunday or United States bank holiday, then such date or time period shall be extended until the next business day.

26. INSURANCE: The Seller and Buyer agree that, to the extent such contract for insurance is assignable, Buyer will assume responsibility for payment of premiums on any insurance policy for casualty or loss currently in effect, offering coverage for the Property. To the extent Seller is named as an “Insured” or “Additional Insured” with respect to the Property, Seller and Buyer agree that such insurance coverage will be maintained to the benefit of Buyer. Seller agrees that it will not make any claim on any insurance policy respecting the Property following the date of execution below.

27. ASSIGNMENT. The Seller and Buyer agree that Buyer may assign its interest in this Contract. At any date following the date of execution below, Buyer can exercise any and all rights of assignment to any other entity, person, individual, third party, company, corporation, partnership, limited liability company, or lawful entity regardless of ownership, control or any other consideration.

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EXECUTED this 30 day of June, 2021.

“SELLER”	Once Lowly Lot, LLC
	By:	/s/ Michael B. Yowell
	Name:	Michael B. Yowell
	Title:	President
“BUYER”	Agro Capital Management Corporation
	By:	/s/ Ted Hicks
	Name:	Ted Hicks
	Title:	President

CLOSING COMPANY ACKNOWLEDGMENT:

Receipt of this Contract executed by Buyer and Seller is acknowledged by the undersigned this _______ day of June, 2021.

By:

Name: 

Title:

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EX-21

Exhibit 21

Agro Capital Management Corp.

List of Subsidiaries

Subsidiary	State or Jurisdiction of Incorporation	Percentage Owned
Apex Solutions, Inc.	California		100	%
Peak Distribution Oklahoma, LLC	Oklahoma		100	%

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation in this Registration Statement on Form S-1 of our report dated October 15, 2021, relating to the consolidated financial statements of Agro Capital Management Corp. as of December 31, 2020 and 2019 and to all references to our firm included in this Registration Statement..

Certified Public Accountants

Lakewood, CO

February 24, 2022