Completion of Acquisition or Disposition of


May 26, 2021 the Company issued 4,384,913 shares of its common stock, as well as warrants to purchase an additional 4,384,913 shares
of its common stock, to Two Rivers Water and Farming Company in exchange for:



29% of the outstanding shares of GrowCo, Inc., and


interests in GrowCo Partners 1, LLC.


warrants are exercisable at any time on or before September 30, 2022 at a price of $0.20 per share.


August 17, 2021 the Company acquired:



Partners 1, LLC, the only asset of which is approximately 39 acres of land


78 acres of land from GrowCo Partners 2, LLC, and


39 acres of land from GrowCo, Inc.


165 acres of land are located in southeastern Colorado.


Company will pay 95,000,000 shares of its common stock and $2,368,421 for GrowCo Partners 1, LLC and the land from GrowCo Partners 2,
LLC and GrowCo, Inc. The shares will be issued in book entry form no later than December 31, 2021. The cash will be paid no later than
December 31, 2022. The cash amount will bear interest at 6% per year from August 17, 2021 until paid.


Company has a direct or indirect interest in the three entities listed above.


ITEM 3.02

Unregistered Sale of Equity Securities.


Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with issuance of the securities
described above. The persons who acquired these securities were sophisticated investors and were provided full information regarding
the Company’s business and operations. There was no general solicitation in connection with the issuance of these securities. The
persons who acquired these securities acquired them for their own accounts. The certificates representing the securities will bear a
restricted legend providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration.







to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


August 18, 2021








John McKowen



McKowen, Chief Executive Officer





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Other recent filings from the company include the following:

Notice of Effectiveness - Sept. 27, 2021

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