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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): November 8, 2021



(Name of registrant in its charter)


Nevada   333-146404   99-0539775
(State or jurisdiction of   (Commission File   (IRS Employer
incorporation or organization)   Number)   Identification No.) 


520 S. Grand Avenue, Suite 320, Los Angeles, CA 90071

(Address of principal executive offices)


(310) 986-4929

(Registrant’s telephone number)



(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instructions A.2 below):


  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbols Name of Exchange on Which Registered
Common CBGL None


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


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 pursuant to Section 13(a) of the Exchange Act. 





Section 1 - Registrant’s Business and Operations


Item 1.01 Entry into a Material Definitive Agreement


On November 8, 2021, the Company entered into a distribution contract with Humboldt Bliss, Ltd., a Barbadian Limited Company. Other than with respect to the entry into the material definitive agreement, no material relationship exists between the parties.


By virtue of the agreement, the Company appointed Humboldt Bliss as its exclusive distributor and seller for the Company’s Comply Bag® in North and Central America, the Caribbean and Europe. As consideration for the distribution rights, Humboldt Bliss agree to pay the Company 10% of its gross wholesale sales proceeds. Additionally, the Company granted Humboldt Bliss an option to purchase 51% of the authorized interests in Ethos Technology, LLC, The aggregate exercise price for the option is four million dollars payable in three installments.


Item 9.01 Financial Statements and Exhibits


Exhibit No. Document Location
10.1 Distribution Agreement Filed Herewith
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded with the Inline XBRL document.







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


Date: November 12, 2021 By: /s/ Arman Tabatabaei

Arman Tabatabaei

(Principal Executive Officer)






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