Item 2.01 Completion of Acquisition or Disposition of Assets.

On April 13, 2022, the Company entered into a definitive Share Exchange Agreement (the "Exchange Agreement") with the Stockholders of Eco Equity Limited, a company organized under the laws of England and Wales ("EE UK"). Pursuant to the terms of the Exchange Agreement, the Company is acquiring 100% of the issued and outstanding shares of capital stock of EE UK, in exchange of the issuance of 42,000,000 restricted, newly issued, fully paid, and non-assessable shares of Common Stock of the Company, par value $0.0001 per share (the "Exchange Stock") at a ratio of 0.0763 of one share of Exchange Stock for each share of EE UK capital stock, as transferred by the legacy EE UK stockholders. Upon the closing of the transactions contemplated by the Exchange Agreement, the legacy EE UK stockholders will own an aggregate of approximately 56.4% of the then-issued and outstanding shares of Company Common Stock. The shares of Exchange Stock were valued at an aggregate of $71,404, or $0.0017 per share. As the Company's Common Stock is thinly traded, the value assigned to each share of Exchange Stock to be issued under the Exchange Agreement was the last sale price of the Company's Common Stock, which sale occurred during October 2020 with a price of $0.0017 per share. In addition, we will assume all assets and liabilities of EE UK, which includes EE UK's wholly owned subsidiary, Eco-Equity (Private) Limited, a Zimbabwe registered company ("EE Zim"). On July 13, 2022, the transactions contemplated by the Exchange Agreement were deemed formally closed.

Item 3.02 Unregistered sales of equity Securities.

The disclosure set forth herein incorporates by reference the disclosure set forth in Item 201, above. In connection with the closing of the transactions contemplated by the Exchange Agreement, described in Item 2.01 above, the Company issued the shares of its Exchange Stock to the legacy stockholders of EE UK, each of whom represented that he/she/it was acquiring the shares of Exchange Stock for investment purposes only and not with a view toward resale or public distribution of such shares and acknowledged their understanding that the shares of Exchange Stock had not been registered under the Securities Act and that they constituted "restricted securities," as that term is defined in Rule 144 promulgated under the Securities Act. Any certificates generated by our transfer agent that represent shares of Exchange Stock bear a restrictive legend and any shares of Exchange Stock that are not certificated are held in "restricted book entry" format for the record holders thereof. Our transfer agent has placed stop transfer instructions on its books and records in respect of all of the shares of Exchange Stock.




Item 8.01 Other Events.

Although as noted in the Explanatory Note above, we do not believe that we were a shell company we are providing the additional information to that otherwise disclosed herein that would have been included in a Registration Statement on Form 10 following the closing of the transactions contemplated by the Exchange Agreement. Please note that the information below relates to the current operations, including those of our wholly owned subsidiary, EE Zim, which was acquired through the closing of the Exchange Agreement referred to in Item 2.01, above.





1. Business.

Organizational History. We were incorporated in the State of Nevada on February 28, 2018. We were initially engaged in the business of English language tutoring over the Internet. However, were not able to execute our original business plan, develop significant operations, or achieve commercial sales. Effective November 9, 2020, Reinis Kosins, our former President, and sole director resigned as an officer of the Company and from the Board of Directors, and Laura De Leon Castro was appointed as President, Secretary, Treasurer, Principal Executive Officer, Principal Accounting Officer, and sole director. On October 18, 2021, Jon-Paul Doran was elected as President, Chief Executive Officer, Secretary, and a Director of the Company, Timothy Ambrose was elected as Chairman of the Board of the Company, and Laura De Leon Castro resigned as an officer and director. On or about October 18, 2021, Messrs. Doran and Ambrose each separately purchased 10 million shares of our common Stock from a holder who then held 20 million shares.






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Pursuant to the terms of the Exchange Agreement, among other related matters, the Company agreed to acquire from the stockholders of EE UK of all of the issued and outstanding shares of capital stock of EE UK, in exchange for the 42,000,000 shares of Exchange Stock The shares of exchange Stock represented approximately 56.4% of the post-closing issued and outstanding shares of Company Common Stock. On July 13, 2022, the transactions contemplated by the Exchange Agreement were deemed formally closed. EE UK and its wholly owned subsidiary, EE Zim, will now operate as first- and second tier, respectively, wholly owned subsidiaries of the Company.

Our Business. The Company, though its EE ZIM subsidiary, holds a license for medicinal cannabis cultivation and extraction and will be conducting operations in the vicinity of Harare, the capital city of Zimbabwe. We are dedicated to making the clean, safe, and premium quality cannabis concentrates and extracts. Our products will consist of EU-GMP (European Union - Good Manufacturing Practice) certified cannabis flower, concentrates, and extracts distributed through export as wholesale transactions to qualified and licensed cannabis establishments in the European Union (EU). Our current indoor facilities near Harare provide a total space of approximately 975 square meters (about 10,500 square feet) with plans to increase that to 38,000 square meters (about 408,800 square feet), all located on 150 hectares (about 370 acres) of leased farmland. Together, the facilities, when expanded, and the land give us the ability to increase the capacity of our operations to meet the expected growth of our business over the next few years through expanded sales, both within the EU, as well as in other nations where the sale and use of medicinal cannabis is permitted by those governments.

Mission. To become one of the leading producers of the highest quality medicinal cannabis in the market, offering diverse strain selection through genetic research.





Main Goals.



     ·   To own and operate cannabis cultivation and extraction facilities.

     ·   To produce high-grade medicinal cannabis and cannabis concentrates and
         build a recognizable brand in a rapidly growing industry.

     ·   To ensure all cannabis extracts that will be distributed meets all
         regulatory requirements and pass any/all required laboratory testing.

     ·   To be fully compliant with all legal requirements and be primed and ready
         for national and international expansion.

Main Objectives. To be successful and meet our goals, we will need to do the following:





  · To minimize product and facility contamination.

  · To produce high-quality, EU-GMP certified, consistent product.

  · To generate high yields from production.

  · To produce with low cost-per-gram.

  · To generate net annual income to support operational expenses.

  · To increase monthly sales and capacity steadily throughout the first year.

Products and Services. Increasing over a period of five years, we expect to be able to meet our initial annual production goal of approximately 15,470 kilograms (34,000 pounds) of EU-GMP cannabis flower and 1,591 kilograms (3,500 pounds) of EU-GMP oil, which will fulfill our off-take agreements with wholesale establishments in the EU region.






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Market Opportunities.



Overall Market

In legal markets, next-generation cannabis products, such as edibles, topicals, and extracts are becoming mainstream, thanks in large part to celebrity-endorsements, which in turn normalize the wider cannabis market. The global legal cannabis market is forecasted to be valued at US$103.9 billion by 2024. This is based on the Q4 2019 major update to Prohibition Partners' proprietary market sizing model. The EU is forecasted to have the largest legal cannabis market by 2024. The total value of the EU market is forecasted to be US$39.1 billion in 2024 (driven strongly by its medicinal market, which accounts for 57% of the total value). With the expansion of the EU legal recreational cannabis market post-2024, the market is predicted to further outgrow North America. By 2024, the medical cannabis market (US$62.7 billion) will be worth more than the recreational market (US$41.2 billion), with medical cannabis legislation being enacted at a much faster pace. As the market matures post-2024, recreational cannabis' share is predicted to increase. With a market expected to be worth US$17.7 billion North America will dominate the legal recreational cannabis market until 2024, followed closely by Europe (US$16.8 billion). The key driver behind North America's dominance here is the pace at which recreational cannabis is being legalized. We forecast the entire North American region to have legalized recreational cannabis by 2024, whereas this will be the case for only a minority of European countries by this time. . There has been an explosion in ancillary markets that support the cannabis infra structure as it matures, from product testing, insurance and risk management to marketing intelligence that tracks sales and consumer habits. Large consumer goods companies have been slow to enter the cannabis space but are taking tentative steps through acquisitions. Instead, independent startups are leading the charge in consumer products, capitalizing on the hazy legal status that abounds on a global scale and which served to frustrate larger-brand participation early on.





Market Segments

According to ResearchandMarkets.com, the global cannabis market in the COVID-19 period has been estimated to be valued at US$25.650 billion in 2021and is projected to reach US$176.005 billion by 2030 at a compound annual growth rate of 23.9%.

The global cannabis market growth can be attributed to factors, such as increasing awareness among consumers regarding the health benefits of cannabis and its rising medical application.

Patients suffering from chronic diseases, such as Parkinson's, Alzheimer's, cancer, and many neurological disorders, are administered cannabis. The demand for cannabis oil is growing due to its wellness and health purpose. Cannabidiol oil is used for treating depression and anxiety, diabetes protection, cancer symptom relief, and inflammation.

Due to the rising adoption of cannabidiol (CBD)-based products to treat ailments, the global cannabis market is expected to grow significantly during the forecast period. Strict regulatory guidelines associated with the sales and production of cannabis across various nations can be tedious for producers and stakeholders to comply with.

Also, the rules and regulations concerning the utilization of cannabis vary from country to country, which generates hindrances in the worldwide market. The presence of major key players, pharmaceutical and biotechnology industries worldwide, and their experimental approach drives the cannabis market growth.

Based on route of administration, the market is segmented into oral, topical, inhalation, rectal, sublingual.

The inhalation segment is expected to hold the largest share in the global cannabis market during the forecast period. Inhalation is a route of administration where cannabis products are inhaled through vapors and smoke. The smoke is released by heating cannabis leaves, extracts with psychoactive chemicals.

Different procedures for inhaling cannabis comprise pipe or bong, joint smoking, vaping, and nasal spray. Inhalation is considered to be the fastest and popular method for treating medical conditions and recreation activities. This factor is expected to contribute to segment growth.






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Based on the compound, the market is segmented into tetrahydrocannabinol (THC)-dominant, cannabidiol (CBD)-dominant, and balanced THC and CBD.

The cannabidiol (CBD) segment is accounted to have the largest share in global cannabis market during the forecast period. Cannabis is no longer just utilized for its tetrahydrocannabinol (THC) effects of getting high. The combined effects of both cannabinoids (THC and CBD) have their health advantages, but when taken at once.

It works best and the end user can get more advanced results. For instance, CBD (cannabidiol) counteracts some of the anxiety and paranoia that tetrahydrocannabinol can cause. Tetrahydrocannabinol has better sedative and muscle relaxing effects. So, by mixing them, end users can get all the muscle relaxing properties with better cognitive awareness.

Based on the product, the market is segmented into oils, tinctures, suppositories, transdermal patches, isolates, tablets, capsules, vape oils, creams and roll-ons, and others.

The oil segment is accounted to have the largest share in global cannabis treatment market during the forecast period. Oils extracted from cannabis have various benefits and advantages in medical, food & beverage, and personal care industries. CBD oils have various health benefits in treating medical disorders like epilepsy, anxiety, cancer, acne, diabetes, and others. Oils are also used in production of creams and balms that can be absorbed through skin.

Various food products and drinks with cannabis oil are also in demand. Several CBD oils are available, including full-spectrum CBD oil, broad-spectrum CBD oil, and isolate oil. Hemp oil is also widely available in the market for various uses. These factors are expected to drive market growth during the forecast period.

Based on the species, the market is segmented into cannabis indica, cannabis sativa, and hybrid.

The cannabis indica segment is accounted to have the largest share in global cannabis market during the forecast period. Cannabis indica is native to Afghanistan, Pakistan, and Turkey.

The plant is grown in the frequently dry, harsh, and turbulent climate of the Hindu Kush Mountains. Cannabis indica often has a high level of cannabidiol. Cannabis indica plant is used to lower nausea and pain and increase appetite. Due to cannabis indica's deep relaxation effects, it is usually consumed at night. All these benefits offered by the product are expected to drive the segment growth.





Operating Plan

Cultivation & Manufacturing Facilities

Our premises will consist primarily of two new facilities (i) a GACP/EU-GMP certified state-of-the-art Glass fully computerized Greenhouse (GH1) of 10,920 square meter (117,500 square feet) and (ii) a 16,500 square meter (177,550 square feet) Polytunnel Greenhouse (GH2) with Pad and fan technology. Presently we have a 423 square meters (4,551 square feet) semi-completed R&D facility for genetics research, and a 552 square meters (5,940 square feet) semi-completed administrative building, including offices, a pumphouse, and canteen, which will have adequate power to service all operations, the latter will be utilized as an indoor growing facility until the glass greenhouse is fully operational.

Overall, when all of our facilities are built out, the cultivation operation will take up 24,000 square meters (258,240 square feet) and the post-harvest facilities will measure up to 14,000 square meters (150,640 square feet) and will be set-up to achieve EU-GMP certification. It will include extraction-equipment and packaging machines. This facility will offer a significant advantage in the development and manufacture of our flowers, extractions, compounds, and edibles.






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The Company's cultivation & manufacturing area will include:

· Mothers and Veg Growth Rooms



· Flowering Rooms

· Drying & Trim Rooms
. . .

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired. The financial statements required to be filed pursuant to this item will be filed by amendment no later than 71 calendar days after the date on which this Current Report is required to be filed.

(b) Pro forma financial information. The financial statements required to be filed pursuant to this item will be filed by amendment no later than 71 calendar days after the date on which this Current Report is required to be filed.

(d) Shell company transactions. Not applicable.






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(d) Exhibits.

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