On May 4, 2020 our Board of Directors approved our agreement to acquire a commercial bottling operation in Plano, Texas under the terms of an Asset Purchase Agreement (the “Agreement”) with Raw Pharma, LLC (“Raw Pharma”). The acquisition was made through our newly formed subsidiary, Rocky Mountain Productions, Inc. The assets acquired include extensive fixtures, machinery, and other equipment. The facility is 20,000 square feet, with another 15,000 square feet of adjacent space available. Our plan is to use the facility to continue co-packing our beverages, the beverages of our private label clients, and to start a new line of hand sanitizer filling business.



The purchase price for the assets consists of a combination of cash, common stock, and assumption of indebtedness, including:



· $1,750,000 in cash, to be paid as follows:
o $250,000 to be paid on or before August 15, 2020
o $500,000 to be paid on or before November 30, 2020
o $750,000 to be paid in 9 monthly installments from May 2020 through January of 2021; and
o $250,000 to be paid on or before March 1, 2021


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


· Assumption or re-financing of Raw Pharma’s bank debts secured by the equipment in the amount of $1,007,000. Beginning June 15, 2020, we are required to make monthly note payments on the equipment of $20,000 until the bank debt is refinanced or paid off; and


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


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