10-Q - HSTI - Equibles

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 10-Q

____________________

[X] QUARTERLY REPORTUNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

[ ] TRANSITION REPORTUNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ____________ to____________

Commission File No. 000-52036

HIGH SIERRA TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its charter)

Colorado	84-1344320
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

1495 Ridgeview Drive, Suite 230A

Reno, Nevada 89519

(Address of Principal Executive Offices)

(775) 410-4100

(Registrant’s telephone number, including area code)

_______________________________________________

(Former name, former address and former fiscal year,

if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value

Indicate by check mark whether the Registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes [X] No [ ].

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

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [X]	Smaller reporting company [X]
	Emerging Growth company [X]

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. [ ]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

As of November 18, 2022 the Registrant had 20,616,749

shares of common stock outstanding.

FORWARD-LOOKING STATEMENTS

In this Quarterly Report on Form 10-Q, references to the “Company,” “we,” “us,” “our” and words of similar import refer to High Sierra Technologies, Inc., unless the context requires otherwise.

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this report. These factors include, among others:

·	our ability to raise capital;
·	declines in general economic conditions in the markets where we may compete;
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·	unknown environmental liabilities associated with any companies or properties we may acquire; and
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·	significant competition in the markets where we may operate.
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You should read any other cautionary statements made in this Quarterly Report as being applicable to all related forward-looking statements wherever they appear in this Quarterly Report. We cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. You should read this Quarterly Report completely. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

JUMPSTART OUR BUSINESS STARTUPS ACT DISCLOSURE

We qualify as an “emerging growth company,” as defined in Section 2(a)(19) of the Securities Act of 1933, as amended (the “Securities Act”), as amended by the Jumpstart Our Business Startups Act (the “JOBS Act”). An issuer qualifies as an “emerging growth company” if it has total annual gross revenues of less than $1.0 billion during its most recently completed fiscal year, and will continue to be deemed an emerging growth company until the earliest of:

•	the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1.0 billion or more;
•	the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement;
---	---
•	the date on which the issuer has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or
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•	the date on which the issuer is deemed to be a “large accelerated filer,” as defined in Section 240.12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”).
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As an emerging growth company, we are exempt from various reporting requirements. Specifically, we are exempt from the following provisions:

•	Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires evaluations and reporting related to an issuer’s internal controls;
•	Section 14A(a) of the Exchange Act, which requires an issuer to seek shareholder approval of the compensation of its executives not less frequently than once every three years; and
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•	Section 14A(b) of the Exchange Act, which requires an issuer to seek shareholder approval of its so-called “golden parachute” compensation, or compensation upon termination of an employee’s employment.
---	---

Under the JOBS Act, emerging growth companies may delay adopting new or revised accounting standards that have different effective dates for public and private companies until such time as those standards apply to private companies. We have elected to use the extended transition period for complying with these new or revised accounting standards. Since we will not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies, our financial statements may not be comparable to the financial statements of companies that comply with public company effective dates. If we were to elect to comply with these public company effective dates, such election would be irrevocable pursuant to Section 107 of the JOBS Act.

PART I

Item 1. Financial Statements

The Financial Statements of the Registrant required to be filed with this 10-Q Quarterly Report were prepared by management together with related notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant and include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Registrant’s Financial Statements. The results from operations for the three and nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The unaudited consolidated Financial Statements should be read in conjunction with the December 31, 2021 financial statements and footnotes thereto included in the Registrant’s Form 10-K Annual Report for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 21, 2022.

HIGH SIERRA TECHNOLOGIES, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

TABLE OF CONTENTS

	PAGE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)	7
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)	8
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) (UNAUDITED)	9
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)	10
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	11

HIGH SIERRA TECHNOLOGIES, INC.

Consolidated Condensed Balance Sheets

September 30, 2022 and December 31, 2021

(Unaudited)

	September 30, <br>2022			December 31, 2021
ASSETS
Current Assets
Cash	$	2,307		$	55,351
Deposit		1,254			2,711
Total Current Assets		3,561			58,062
Property, Plant and Equipment, net		105,677			90,345
Total Assets	$	109,238		$	148,407
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities
Notes payable-Current maturities	$	375,500		$	375,500
Notes payable-Related party		13,306			13,306
Accounts payable and accrued expenses		116,518			88,500
Accounts payable and accrued expenses-Related party		8,561			7,366
Total Current Liabilities		513,885			484,672
Long Term Liabilities
Convertible notes payable		200,000			100,000
Total Long-Term Liabilities		200,000			100,000
Total Liabilities		713,885			584,672
Commitments and contingencies		—			—
Stockholders (Deficit)
Preferred stock, no<br> par value, non-voting, 5,000,000<br> shares authorized, 0<br> shares issued and outstanding at September 30, 2022 and December 31, 2021		—			—
Common stock, no par value, 50,000,000 shares authorized; 20,494,645 and 20,461,311 issued and outstanding at September 30, 2022 and December 31, 2021		754,449			704,449
Accumulated (Deficit)		(1,359,096	)		(1,140,714	)
Total Stockholders' (Deficit)		(604,647	)		(436,265	)
Total Liabilities and Stockholders' (Deficit)	$	109,238		$	148,407

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

HIGH SIERRA TECHNOLOGIES, INC.

Consolidated Condensed Statements of Operations

For the Three and Nine Months Ended September 30, 2022 and 2021

(Unaudited)

	Three Months Ended<br><br> <br>September 30,		Nine Months Ended<br><br> <br>September 30,
	2022	2021	2022	2021
Revenues	$ -	$ -	$ -	$ -
Operating Expenses
Depreciation	10,429	8,837	28,103	26,512
General and administrative	24,445	110,590	139,277	210,396
Total operating expenses	34,874	119,427	167,380	236,908
(Loss) from operations	(34,874)	(119,427)	(167,380)	(236,908)
Other (expense)
Interest (expense)	(17,132)	(15,116)	(49,808)	(43,244)
Interest (expense)-Related party	(402)	(402)	(1,194)	(1,749)
Total other (expense)	(17,534)	(15,518)	(51,002)	(44,993)
(Loss) before income taxes	(52,408)	(134,945)	(218,382)	(281,901)
Income taxes	-	-	-	-
Net (loss)	$ (52,408)	$ (134,945)	$ (218,382)	$(281,901)
(Loss) per share-Basic and diluted	$ (0.00)	$ (0.01)	$ (0.01)	$ (0.01)
Weighted average shares outstanding<br><br> <br>Basic and diluted	20,494,645	20,386,311	20,489,639	20,344,564

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

HIGH SIERRA TECHNOLOGIES,

INC.

Consolidated Statements

of Stockholders' (Deficit)

For the Three and Nine

Months Ended September 30, 2022 and 2021

(Unaudited)

	Preferred Stock		Common Stock		Accumulated	Total<br> Stockholders'
	Shares	Amount	Shares	Amount	(Deficit)	(Deficit)
Balance-December 31, 2020	-	$ -	20,296,309	$ 471,849	$ (824,277)	$ (352,428)
Common stock issued for services	-	-	20,000	30,000	-	30,000
Common Stock issued<br> for exercise of warrants	-	-	10,000	100	-	100
Net (loss) for the three months ended March 31, 2021	-	-	-	-	(84,747)	(84,747)
Balance-March 31, 2021	-	-	20,326,309	501,949	(909,024)	(407,075)
Common stock issued<br> for cash	-	-	60,002	90,000	-	90,000
Net (loss) for the three months ended June 30, 2021	-	-	-	-	(62,209)	(62,209)
Balance-June 30, 2021	-	-	20,386,311	$ 591,949	$ (971,233)	$ (379,284)
Net (loss) for the three<br> months ended September 30, 2021	-	-	-	-	(134,945)	(134,945)
Balance-September<br> 30, 2021	-	$ -	20,386,311	$ 591,949	$(1,106,178)	$(514,229)
	Preferred Stock		Common Stock		Accumulated	Total<br> Stockholders'
	Shares	Amount	Shares	Amount	(Deficit)	(Deficit)
Balance-December 31, 2021	-	$ -	20,461,311	$ 704,449	$ (1,140,714)	$ (436,265)
Common stock issued for cash	-	-	33,334	50,000	-	50,000
Net (loss) for the three months ended March 31, 2022	-	-	-	-	(114,054)	(114,054)
Balance-March 31, 2022	-	-	20,494,645	754,449	(1,254,768)	(500,319)
Net (loss) for the three months ended June 30, 2022	-	-	-	-	(51,920)	(51,920)
Balance-June 30, 2022	-	$ -	20,494,645	$ 754,449	$ (1,306,688)	$ (552,239)
Net (loss) for the three<br> months ended September 30, 2022	-	-	-	-	(52,408)	(52,408)
Balance-September 30, 2022	-	-	20,494,645	$ 745,449	$(1,359,096)	$(604,647)

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

HIGH SIERRA TECHNOLOGIES,

INC.

Consolidated Condensed

Statements of Cash Flows

For the Nine Months Ended

September 30, 2022 and 2021 (Unaudited)

	Nine Months Ended
	September 30,
	2022	2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$ (218,382)	$ (281,901)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation	28,103	26,512
Issuance of common stock for services	-	30,000
Changes<br> in operating assets and liabilities:
Decrease in deposit	1,457	-
(Decrease)Increase in accounts payable and accrued expenses	28,018	106,070
Increase(decrease) in accounts payable and accrued expenses-Related party	1,195	(5,750)
Net cash (used) in operating activities	(159,609)	(125,069)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment	(43,435)	-
Net cash used in investing activities	(43,435)	-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of warrants	-	100
Proceeds from sale of common stock	50,000	90,000
Proceeds from notes payable	-	50,000
(Payments) on notes payable-Related party	-	(10,000)
Proceeds from convertible notes payable	100,000	-
Net cash provided by financing activities	150,000	130,100
Net (decrease)increase in cash	(53,044)	5,031
CASH AT BEGINNING PERIOD	55,351	41,770
CASH AT END OF PERIOD	$ 2,307	$ 46,801
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$ 14,578	$ 14,385
Cash<br> paid for income taxes	$ <br> -	$ -

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

HIGH SIERRA TECHNOLOGIES, INC.

Notes to Unaudited Condensed Consolidated FinancialStatements

September 30, 2022

NOTE 1- Summary of History and Significant Accounting Policies

Nature of Operations

Gulf & Orient Steamship Company, LTD. (“Gulf” or the “Company”) was incorporated in the State of Colorado on May 9, 1996. Gulf originally intended to engage in the business of marine transportation.

On December 31, 2018, Gulf entered into a Share Exchange Agreement with High Sierra Technologies, Inc., a Nevada corporation (“High Sierra”), and all of its shareholders. The shareholders of High Sierra were issued shares of the Gulf’s common stock on a one for one share basis in exchange for their shares of High Sierra’s common stock. High Sierra became a wholly-owned subsidiary of Gulf in the business combination. The Share Exchange was treated as a reverse merger and recapitalization, and as a result, the consolidated financial statements are presented under successor entity reporting, with an inception date of August 6, 2018. Subsequently Gulf’s name was changed to High Sierra Technologies, Inc.

High Sierra Technologies, Inc., the wholly-owned subsidiary, was incorporated in the State of Nevada on August 6, 2018. It was formed with the intention that it would become the assignee, owner and licensor of certain Intellectual Property (the “Intellectual Property”) that was, prior to assignment, the property of Vincent C. Lombardi, Ph.D., who is an officer, director and co-founder of the subsidiary. The subsidiary was further formed with the goal that it would continue to develop and expand its intellectual property portfolio with an emphasis on the recreational cannabis industry as well as the industrial hemp industry.

Through its subsidiary, the Company is a start-up that develops patents and other products used in the processing of cannabis, including industrial hemp, and will license these technologies to companies in the industry. The Company will likely incur research and development expenses in the future and intends to develop a policy regarding the same.

Basis of Presentation and Consolidation

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.

The Company consolidates its subsidiaries in accordance with ASC 810, and specifically ASC 810-10-15-8 which states, "[t]he usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, or over 50% of the outstanding voting shares of another entity is a condition pointing toward consolidation." All inter-company transactions have been eliminated during consolidation.

Concentration of Risk

The Company places its cash and temporary cash investments with established financial institutions. At times, such cash and investments may be in excess of the FDIC insurance limit.

HIGH SIERRA TECHNOLOGIES, INC.

Notes to Unaudited Condensed Consolidated FinancialStatements

September 30, 2022

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

Stock-based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation - Stock Based Compensation which requires the measurement and recognition of compensation expense based on grant date fair values for all share-based awards made to third parties, employees and directors, including stock options.

ASC 718 requires companies to estimate the fair value of share-based awards to employees and directors on the date of grant. The Company uses the Black-Scholes option-pricing model as its method of determining fair value. This model is affected by the Company's stock price as well as assumptions regarding a number of subjective variables. These subjective variables include but are not limited to the Company's expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period.

Long-lived Assets

Long-lived assets are stated at cost. Maintenance and repairs are expensed as incurred. Depreciation is determined using the straight-line method over the estimated useful lives of the assets, which is five years. Where an impairment of a property’s value is determined to be other than temporary, impairment for the estimated potential loss is recorded to adjust the property to its net realizable value.

When items of building or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in the results of operations. The Company does not have any long-lived tangible assets, which are considered impaired as of September 30, 2022.

The Company applies the provisions of ASC 360-10, Property, Plant and Equipment, where applicable to all long-lived assets. ASC 360-10 addresses accounting and reporting for impairment and disposal of long-lived assets. The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with ASC 360-10. ASC 360-10 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.

HIGH SIERRA TECHNOLOGIES, INC.

Notes to Unaudited Condensed Consolidated FinancialStatements

September 30, 2022

Intangible Assets

Goodwill and intangible assets are reviewed for potential impairment in accordance with ASC 350, Intangibles - Goodwill and Other, whenever events or circumstances indicate that their carrying amounts may not be recoverable. The Company had no such intangibles at September 30, 2022 or December 31, 2021, and recorded no impairment losses during the nine months ended September 30, 2022 or 2021. The Company currently writes off all costs related to any intangible assets it has or is acquiring to current operating expenses.

Revenue Recognition

The Company applies ASC 606, Revenue from Contractswith Customers. Under ASC 606, the Company will recognize revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue as each performance obligation is satisfied.

Advertising

Advertising costs are expensed as incurred. Advertising expenses for the nine months ended September 30, 2022 and 2021 were $0.

Fair Value of Financial Instruments

The Company adopted ASC 820, Fair Value Measurementsand Disclosures, which provides a framework for measuring fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 — Quoted prices for identical assets and liabilities in active markets;

Level 2 — Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and

Level 3 — Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.

HIGH SIERRA TECHNOLOGIES, INC.

Notes to Unaudited Condensed Consolidated FinancialStatements

September 30, 2022

Emerging Growth Company Critical Accounting Policy Disclosure

The Company qualifies as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging grown company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has chosen to “opt out” of such extended transition period, and as a result, the Company will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

Income Taxes

The Company accounts for income taxes under ASC 740-10-30, Income Taxes. Deferred income tax assets and liabilities are determined based upon differences between the 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. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

The Company follows ASC 740-10-25, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. ASC 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25.

Loss Per Share

Net loss per common share is computed pursuant

to ASC 260-10-45, Earnings Per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period, unless their effect is anti-dilutive due to continuing losses. As of September 30, 2022, the Company had a total of 173,333 (40,000 from outstanding warrants and 133,333 from convertible notes payable) potentially dilutive shares outstanding. As of September 30, 2021, the Company had a total of 106,666 (40,000 from outstanding warrants and 66,666 from convertible notes payable) potentially dilutive shares outstanding.

Recent Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations or financial position.

HIGH SIERRA TECHNOLOGIES, INC.

Notes to Unaudited Condensed Consolidated FinancialStatements

September 30, 2022

NOTE 2 – Financial Condition and Going Concern

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has sustained operating losses during the current year and may not achieve the level of profitable operations to sustain its activities. These factors raise substantial doubt as to its ability to obtain debt and/or equity financing and achieve profitable operations.

Management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. Ultimately, the Company will need to achieve profitable operations in order to continue as a going concern.

There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail its operations.

NOTE 3 – Property and Equipment

At September 30, 2022 and December 31, 2021, property and equipment consisted of the following:

	Useful Lives	September 30,<br> 2022	December<br> 31,<br><br> <br>2021
Equipment	5	176,750	$ 176,750
Furniture and lab equipment		25,990	-
Leasehold improvements		17,445	-
Less: accumulated depreciation		(114,508)	(86,405)
		105,677	$ 90,345

All values are in US Dollars.

Depreciation expense was $28,103

and $26,512 for the nine months ended September 30, 2022 and 2021, respectively.

1)	The new facility and equipment not put into service as of the date of this filing.

HIGH SIERRA TECHNOLOGIES, INC.

Notes to Unaudited Condensed ConsolidatedFinancial Statements

September 30, 2022

NOTE 4 – Notes Payable

The Company’s debt consists of the following:

	September<br><br> <br>30, 2022	December<br> 31,<br><br> <br>2021
Notes payable, 12-16% interest, interest and principal due December 6, 2022 through August 12, 2023, unsecured. (1)	$ 375,500	$ 375,500
Notes payable-Series 2 Senior Convertible Secured Promissory Notes, 8% interest, interest and principal due October 21, 2023 through February 16, 2025(2)	200,000	100,000
Total due	575,500	475,500
Current Portion	375,500	375,500
Long-term portion	$ 200,000	$ 100,000
(1)	One note for $50,000 includes as an additional return on the debt a 3% interest<br>in the Gross Crop Yield from the Company’s hemp crop in McDermitt, NV. No accrual has been made for this interest due to failure<br>of crop and no proceeds received from a Gross Crop Yield. This note was purchased by another note holder and the additional return from<br>a Gross Crop Yield was eliminated.
---	---
(2)	The Series 2 Notes contain certain automatic and voluntary conversion provisions.<br>The Payee shall have the option to voluntarily convert this Note to shares of the common stock of the Company, at any time during the<br>Term of this Note, or any extension of the note. The shares so converted shall be at the price of the securities being currently offered<br>in the Offering, or $1.50. The Payee shall also be issued Warrants for the purchase of common stock in the Company with a value equal<br>to fifty percent (50%) of the face amount of this Note and effective as of the date of any Conversion to shares of common stock in the<br>Company. Such Warrants shall be priced at $1.50 per share during the three-year term of this Note or any extension of this Note.
---	---

The Company has incurred interest expense of $49,808

and $43,244 during the nine months ended September 30, 2022 and 2021. The Company has interest accrued on the above notes in the amount of $100,305 and $75,361 at September 30, 2022 and December 31, 2021. The Company has paid $14,578 and $14,385 of the accrued interest in the nine months ended September 30, 2022 and 2021.

NOTE 5 – Notes Payable-Related Party

The Company’s related party debt consists of the following:

	September<br><br> <br>30, 2022	December 31,<br><br> <br>2021
Notes payable, 12% interest, interest and principal due December 31, 2022, unsecured	$ 13,306	$ 13,306
Total due	13,306	13,306
Current Portion	13,306	13,306
Long-term portion	$ -	$ -

HIGH SIERRA TECHNOLOGIES, INC.

Notes to Unaudited Condensed ConsolidatedFinancial Statements

September 30, 2022

During the nine months ended September 30, 2021, the Company paid back $10,000

of the loans with the President of the Company.

The Company has incurred an interest expense of $1,194

and $1,749 during the nine months ended September 30, 2022 and 2021, respectively. The Company has interest accrued on the above notes in the amount of $8,561 and $7,366 at September 30, 2022 and December 31, 2021.

NOTE6 – Capital Changes

Offering of Securities

Common stock

We offered a maximum of 2,000,000

Shares of common stock (“Shares”) exclusively to “accredited investors”. There is no minimum number of Shares to be sold pursuant to this offering other than the minimum purchase requirement. The offering price is $1.50 per Share ($3,000,000). This offering became effective February 4, 2020 and was amended February 1, 2021 to extend the date of the offering through May 1, 2022. On January 14, 2022, the Company extended the date of the offering through October 1, 2022. This offering has expired as of the date of this report.

The Company sold 60,002

shares of its common stock for gross proceeds of $90,000 under this offering during the nine months ended September 30, 2021.

During the nine months ended September 30, 2021, the Company issued 20,000

shares of its common stock for services valued at $30,000.

The Company sold 33,334 shares of its common stock

for gross proceeds of $50,000 under this offering during the nine months ended September 30, 2022.

HIGH SIERRA TECHNOLOGIES, INC.

Notes to Unaudited Condensed Consolidated FinancialStatements

September 30, 2022

Secured Convertible Notes

Additionally, we are offering up to $1,000,000 in Series 2 Senior Convertible Secured Promissory Notes exclusively to “accredited investors”. The Notes will be in a minimum face amount/increment of $10,000 for a term of three years and shall bear interest at a rate at eight Percent (8%) per annum. The Notes will automatically convert to Common Stock of the Company if the Company has received $1,000,000 from its offering or any other source or sources at a conversion price of $1.50 per share. The Notes can also be voluntarily converted by the holder. The Payee shall also be issued Warrants for the purchase of common stock in the Company with a value equal to fifty percent (50%) of the face amount of the Note and effective as of the date of any Conversion to shares of common stock in the Company. Such Warrants shall be priced at $1.50 per share during the three-year term of the Note or any extension of the Note.

The Company sold $100,000 of these Notes during the

nine months ended September 30, 2022. The principal balance of convertible notes payable was $200,000 and $100,000 as of September 30, 2022 and December 31, 2021, respectively.

These securities have not been registered with the United States Securities and Exchange Commission or with any state securities agency. These securities are being offered pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended pursuant to Rule 506 of Regulation D, and from the registration requirements of the securities laws of the states in which the securities will be offered. The securities are subject to certain restrictions on resale and may be resold only as permitted under applicable federal and state securities laws. The date of this offering was extended on January 14, 2022 to July 31, 2022. The Company has decided not to extend this offering any further.

Warrants

Under an Investment Banking Agreement, the Company

issued 50,000 warrants. The exercise price per share of the Common Stock under this Warrant is $.01 and is fully vested on the Issue Date and is non-cancellable nor non-redeemable.

Common Stock Purchase Warrants

As of September 30, 2022, the following common stock purchase warrants were outstanding:

		Weighted Average Exercise Price
Outstanding – December 31, 2021	40,000	$	.01
Granted	-		-
Canceled/forfeited	-		-
Exercised	-		.01
Outstanding – September 30, 2022	40,000	$	.01

(1) The Company granted 50,000

common stock purchase warrants in December 2020 to exercise at a purchase price of $.01. During the nine months ended September 30, 2021, 10,000 of the purchase warrants were exercised for total proceeds of $100.

HIGH SIERRA TECHNOLOGIES, INC.

Notes to Unaudited Condensed Consolidated FinancialStatements

September 30, 2022

The fair value of the outstanding common stock purchase warrants was calculated using the Black-Scholes option-pricing model with the following assumptions at the measurement date(s):

	Measurement date
Dividend yield		0%
Expected volatility	97.90~172.75%
Risk-free interest rate	0.16~1.72%
Expected life (years)	2.71~5.00
Stock Price		$1.50
Exercise Price		$0.01

NOTE 7 – Contingencies, Commitments, Legal Matters and ConsultingAgreements

Management of the Company has conducted a diligent search and concluded that there were no commitments, contingencies, or legal matters pending at the balance sheet dates, other than what has been disclosed below. The Company has cancelled one Consulting Agreement for the marketing of its securities. Additionally, the Company has terminated its Investment Banking Agreement on November 10, 2021.

The Company has entered into an agreement to lease

a small commercial space in Reno to be used as a Research and Development Facility. It is 1,475 square feet and the monthly rent is $1,254 plus $203 in estimated CAM charges. The lease is for one year and has options for two additional years. The Company elected to exclude from its balance sheet recognition of right of use assets and lease liabilities on leases having a term of 12 months or less (“short-term leases”). Lease expense is recognized on a straight-line basis over the lease term.

The Lease Agreement was amended and the Amendment was signed on January 30, 2022 and the Lease Amendment took effect on February 1, 2022.

The Company has paid $13,115 of rent expense during

the nine months ended September 30, 2022. The Company has expensed as repairs $2,984 due to the term of the original lease being only for a one year period.

NOTE 8 – Subsequent Events

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to June 30, 2022 through the date these financial statements were issued and has determined that it has no material subsequent events to disclose in these financial statements.

On October 25, 2022, the Company sold 20,000

shares of stock to an individual investor pursuant to a Subscription Agreement dated October 25, 2022.

On October 27, 2022, the Company sold 10,000

shares of stock to an individual investor pursuant to a Subscription Agreement dated October 27, 2022.

On October 27, 2022, an individual loaned the

Company the sum of $10,000.00 pursuant to a Promissory Note dated October 27, 2022 which bears interest at a rate of 12% per annum and which is due on April 27, 2023.

HIGH SIERRA TECHNOLOGIES, INC.

Notes to Unaudited Condensed Consolidated FinancialStatements

September 30, 2022

On October 27, 2022, the Company issued the above note holder a Warrant to purchase 10,000 shares of common stock for a price of $1.50 per shares.

This Warrant expires on the third anniversary date of its issuance.

On November 1, 2022, a holder of a Series 2

Senior Convertible Secured Promissory Note converted the original face amount of $100,000 plus accrued interest in the amount of $5,655 to 70,437 shares of common stock in the Company.

On November 1, 2022, a holder listed above that

converted its Series 2 Senior Convertible Secured Promissory Note exercised a portion of its Warrant issued under the terms of the Promissory Note in the original face amount of $100,000 to purchase 16,667 shares of common stock in the Company for the sum of $25,000.

On November 9, 2022, the Company executed an Agreement with Boustead Securities for a Proposed Pre-IPO Financing, Initial Public Offering and Corporate Transactions.

On November 15, 2022, the Company sold 5,000

shares of stock to an additional investor pursuant to a Subscription Agreement dated November 8, 2022.

On November 17, 2022, the Company executed a Joint Venture Agreement with Hempacco Co., Inc. for the production, marketing and sales of Hemp Smokables that will use the Company’s patented and patent pending technologies. Pursuant to this Joint Venture Agreement, the Company and Hempacco Co., Inc. formed a new Nevada Corporation on November 7, 2022. In concert with the execution of said Joint Venture Agreement, the Company also entered into a Hemp Smokables Production Agreement, several License Agreements and several Series Promissory Notes.

Item 2. Management’s Discussionsand Analysis of Financial Condition and Results of Operations.

Forward-looking Statements

Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Company Business - Intellectual Property

The Company’s business is now focused on the business of its wholly-owned subsidiary, High Sierra Technologies, Inc. (“High Sierra”). High Sierra was incorporated in the State of Nevada in August of 2018. It was formed with the intention that it would become the assignee, owner and licensor of certain Intellectual Property that was, prior to assignment, the property of Vincent C. Lombardi, Ph.D. (the “Intellectual Property”) who is an officer, director and co-founder of High Sierra. High Sierra was further formed with the goal that it would continue to develop and expand its intellectual property portfolio with an emphasis on the recreational cannabis industry as well as the industrial hemp industry.

The current Intellectual Property portfolio consists of all of the rights, title and interest that Dr. Lombardi had in certain two Provisional Patent Applications (collectively, the “Applications”). Assignments of both of these applications, which assign their ownership to High Sierra, have been filed with the United States Patent & Trademark Office. The Applications have since been incorporated into and converted into two all-encompassing Utility Patent Applications which have been filed with numerous governmental agencies in the United States, Canada and multiple other countries as is discussed below (collectively the “Utility Patent Applications”). As of the date hereof, there have been two United States Patents issued based on the Utility Patent Application as is also discussed below. As of the date hereof, the Company also has several ongoing Utility Patent Applications in the United States, Europe and Canada. For important information concerning the Company’s Intellectual Property, please refer to the Company’s most recent Annual Report on Form 10-K.

On March 25, 2020, the Company received an International Preliminary Report of Patentability for its Patent Cooperation Treaty Application Number PCT/US2019/014778, CANNABIS PRODUCTS MODIFIED BY REMOVING VOLATILE ORGANIC COMPOUNDS AND ADDING VOLATILE UNSATURATED HYDROCARBONS, in which Claims Numbered 1-84 were characterized as novel and Claims Numbered 1-17, 63-70, 83 and 84 were characterized as inventive steps.

On June 5, 2020, the United States Patent and Trademark Office, by way of an Office Action dated May 29, 2020, notified the Company that Claims Numbered 1-17, 63-70 and 83-84 of Patent Application Number 16/255,157, CANNABIS PRODUCTS MODIFIED BY REMOVING VOLATILE ORGANIC COMPOUNDS AND ADDING VOLATILE UNSATURATED HYDROCARBONS, were now allowed. These are four of the seven main claims in Patent Application Number 16/255,157. In response to this, the Company’s outside Patent Counsel, Oliff PLC, has filed an Amendment to Patent Application Number 16/255,157 so that these Claims can be issued a formal Notice of Allowance which would then lead to the issuance of a Utility Patent for these Claims. As a result of this action by our attorneys at Oliff PLC, on June 19, 2020, the United States Patent and Trademark Office issued a formal Notice of Allowance and Fee(s) Due which will allow the Utility Patent to be issued once the fees are paid. This Patent was issued as United States Patent Number 10,737,198 on August 11, 2020. The Company’s attorneys at Oliff PLC also prepared a Continuation Application for Claims Numbered 18-62 and 71-82 so that the Company can continue to prosecute these Claims separately. This Continuation Application has resulted in the issuance of United States Patent Number 10,835,829 on November 17, 2020.

On August 11, 2020, the United States Patent and Trademark Office issued United States Patent Number 10,737,198 to the Company as assignee of Application Number 16/255.157, CANNABIS PRODUCTS MODIFIED BY REMOVING VOLATILE ORGANIC COMPOUNDS AND ADDING VOLATILE UNSATURATED HYDROCARBONS, filed by Vincent Lombardi, one of the founders of the Company and its current President and Chief Executive Officer.

On November 17, 2020, the United States Patent and Trademark Office issued United States Patent Number 10,835,839 to the Company as assignee of Application Number 16/255.157, CANNABIS PRODUCTS MODIFIED BY REMOVING VOLATILE ORGANIC COMPOUNDS AND ADDING VOLATILE UNSATURATED HYDROCARBONS, filed by Vincent Lombardi, one of the founders of the Company and its current President and Chief Executive Officer.

On May 24, 2022, the United States Patent and Trademark Office issued United States Patent Number 11,338,222 to the Company as assignee of Application Number 16/255.157, CANNABIS PRODUCTS MODIFIED BY REMOVING VOLATILE ORGANIC COMPOUNDS AND ADDING VOLATILE UNSATURATED HYDROCARBONS, filed by Vincent Lombardi, one of the founders of the Company and its current President and Chief Executive Officer.

Now United States Patent Numbers 10,737,198, 10,835,839 and 11,338,222 have been formally issued, the Company intends to begin actively marketing and licensing its patented technologies in both the cannabis and hemp market spaces as well as pursuing its own uses of its patented technologies in relation to various end user products that can benefit from its patented technologies. In regards to the issuance of United States Patents Numbered 10,737,198, 10.835,839 and 11,338,222, Vincent C. Lombardi, President and Chief Executive Officer of the Company, has stated that “we believe the effect of the issuance of Patents Numbered 10,737, 198, 10,835,839 and 11,338,222 is that it will allow the Company to be able to effectively control the marketplace for low, or no, odor cannabis and hemp products in the United States which will allow the Company to start generating licensing revenue from the technology disclosed in United States Patents Numbered 10,737,198, 10,835,839 and 11,338,222.”

The Company has received a First Office Action on its Canadian Patent Application Number 3,031,123, CANNABIS PRODUCTS MODIFIED BY REMOVING VOLATILE ORGANIC COMPOUNDS AND ADDING VOLATILE UNSATURATED HYDROCARBONS, and that its attorneys at Oliff PLC and Bereskin & Parr in Canada have responded to it. The Company has also recently amended its Canadian Patent Application so that it accurately reflects the claims embodied in United States Patents Numbered 10,737,198 and 10,835,839 as well as the Continuation Application Number 17,098/539 filed on November 16, 2020. The Company has received a second Office Action to this Amended Canadian Patent Application and, in concert with its attorneys, has recently responded to it. The Company has received a third Office Action to this Amended Canadian Patent Application and, in concert with its attorneys, has responded to it.

The Company’s outside Patent Counsel, Oliff PLC has completed the Application to the European Patent Office (“EPO”) based on Patent Cooperation Treaty Application Number PCT/US2019/014778, CANNABIS PRODUCTS MODIFIED BY REMOVING VOLATILE ORGANIC COMPOUNDS AND ADDING VOLATILE UNSATURATED HYDROCARBONS. It has been filed as European Patent Office Application Number 19743904.5. The Company has also recently amended its EPO Application so that it accurately reflects the claims embodied in United States Patents Numbered 10,737,198 and 10,835,839 as well as the Continuation Application Number 17,098/539 filed on November 16, 2020. This EPO Application, as amended, will allow the Company to simultaneously prosecute its PCT Application in a total of 44 different countries in Europe and the surrounding areas as well as Hong Kong. The Company has received a First Office Action to its European Patent Office Application Number 19743904.5. The Company and its attorneys at Oliff PLC and Astrum Element One Limited in the United Kingdom are in the process of preparing a response to it.

The Company has prepared and filed, on April 22, 2022, a Continuation-in-Part of Application Number 17/098,539 based on further changes to the processes referred to in Application Number 17/098,539 which should result in the Company receiving a fourth United States Patent in due time. The Company believes that the Continuation-in-Part will provide the Company additional protection of its current intellectual property portfolio.

Marketing Plans to License the Intellectual Property

High Sierra is now marketing the licensing of its technology in states in the U.S. where cannabis and/or hemp has been legalized both for medicinal and/or recreational use. It also plans to use a similar marketing strategy in all provinces in Canada which has legalized both the medicinal and recreational uses of cannabis as of October 17, 2018. Hemp has long been legal in Canada. High Sierra is targeting entities that are licensed to produce, process and/or manufacture cannabis and/or hemp related products. High Sierra also believes that its technology will be of interest to tobacco companies in the United States, Canada and other places if those companies choose to enter the cannabis and/or hemp marketplaces as the legalization of cannabis and/or hemp progresses.

On October 14, 2020, we entered into an exclusive Letter Agreement with Artemis Holdings, LLC pursuant to which Artemis Holdings, LLC was to assist us in maximizing the value of our patents and patents pending for odorless cannabis. Artemis was to provide a detailed market analysis of the patents and to assist with any licensing or sale of the patents. The agreement was for a period of nine months, and then it was to automatically renew for additional one month periods until either party terminates it. The Company agreed to pay Artemis a fee of $5,000 per month during the term, and a transaction fee of 7.5% of the gross proceeds of any transaction (sale, license, etc.) arranged by Artemis. The parties mutually agreed to terminate the agreement effective April 1, 2021, and neither party owes any obligations to the other following the termination.

Agreement with Boustead Securities

On November 9, 2022, the Company executed an Agreement with Boustead Securities for a Proposed Pre-IPO Financing, Initial Public Offering and Corporate Transactions (The “Agreement”). The Agreement contemplates that Boustead Securities could act as the underwriter of a future public offering of the Company’s securities based on certain terms and conditions described in the Agreement. The Agreement describes, among other things, the success fees or compensation that the Company will be obligated to pay to Boustead Securities in the event that the Company engages in certain transactions described in the Agreement such as a private placement offering, a public offering, merger, acquisition, joint venture, license, etc., during the term of the agreement or during a tail period (12 months following termination of the Agreement) thereafter. The Agreement terminates upon the later of: (a) eighteen months from the date of the Agreement; (b) twelve months from the closing date of a public offering of the Company’s securities (if one is engaged in); or (c) the mutual agreement of the parties. The Agreement does not contain any obligation on the part of the Company to engage in any such transactions or for Boustead Securities to participate in any such transactions with the Company. In the Agreement, the Company grants to Boustead Securities an irrevocable right of first refusal for approximately two years following the termination of the Agreement to act as the sole investment banker, sole book-runner, sole financial advisor and/or sole placement agent, at Boustead’s sole discretion, for each transaction described in the Agreement. A copy of the agreement is attached to the Company’s Current Report on Form 8-K as Exhibit 10.1 filed on November 14, 2022.

Consulting Agreement

On August 14, 2020, we entered into a non-exclusive Consulting Agreement with Stanley Berk/Steven Leatherman (“SBSL Consultants”) and Jeff Baclet/Tom Prutzman (“Consultants”) pursuant to which the SBSL Consultants and other Consultants agreed to review short term and long term business forecasts for the Company, review documents for due diligence purposes, seek out private and public funding for the Company, and seek out potential licensing partners and potential buyers of the Company’s intellectual property. They referred the Company to Artemis Holdings, LLC. See above. The term of the Agreement was for six months. The Company agreed to pay a consulting fee of $7,500 per month (to be deferred until the Company has raised at least $500,000), and 5.0% of funds raised from any source brought to the Company by the Consultants. The Consultants were also granted warrants to purchase 5.0% of the securities sold in such fundraising at the same price, which is exercisable for a period of 5 years. This August 14, 2020 Consulting Agreement was amended on December 28, 2020 to now be effective as of January 1, 2021. Under the terms of this amendment the term of the Agreement became one year ending on December 31, 2021. The consulting fees were reduced to $1,200.00 per month, a potential bonus of $45,000 was incorporated, the referral fees were reduced to 2% and the warrants to be issued were set at 2.5% of the value of certain transactions caused by Admiral Investment Banking and 2% of the value of certain transactions caused by Artemis Holdings Group, LLC. A copy of the Amended Consulting Agreement is attached to our Annual Report for the year ended December 31, 2020 as Exhibit 10.7. This Agreement terminated on its own terms on December 31, 2021 and the parties have no further obligations to each other.

Admiral Investment Banking Agreement

On December 28, 2020, the Company entered into an Agreement with Admiral Investment Banking (“Admiral”) to market our Private Placement Offering of 2,000,000 shares of common stock to accredited investors. The Agreement is for the period of one year and has certain renewal provisions. The Agreement provided for commissions of 8% of monies generated by Admiral to be paid to Admiral. It also provided for an override of 2% to be payable to Admiral in the event of the inclusion of another broker/dealer in a transaction. The Agreement also provided for the issuance of warrants to Admiral or its principals in certain instances if so designated by Admiral. The warrants are exercisable at $0.01 per share for a period of five (5) years after the issuance date and cover a total of 50,000 shares. The Company terminated the Agreement effective as of November 10, 2021, but the outstanding warrants are still in effect.

Vestech Securities. Inc. Finders Fee Agreement

On February 24, 2022, the Company entered into a non-exclusive Finders Fee Agreement (the “Agreement”) with Vestech Securities, Inc. (“Vestech”) under which Vestech will work to introduce parties to the Company who may be interested in purchasing common stock in the Company, providing capital financing and/or purchasing or licensing some, or all, of the Company’s Patented and Patent Pending technologies. The Agreement is for the period of six months and provides for a Finders Fee of 8% for capital raising transactions and a Finders Fee of 4% for Merger and Acquisitions transactions. This Agreement expired in August of 2022. A copy of this Agreement is attached hereto as Exhibit 10.17.

Joint Venture Hemp Cigarette Business; RelatedAgreements

On November 17, 2022, the Company’s wholly owned subsidiary, High Sierra Technologies, Inc. (“HSTI”), a Nevada corporation, executed a Joint Venture Agreement (“Joint Venture Agreement”) with Hempacco Co., Inc. (“Hempacco”), a Nevada corporation with its principal office located in San Diego, California, for the production, marketing and sales of Hemp Smokables that will use the Company’s patented and patent pending technologies as well as certain patented and patent pending technologies held by Hempacco. Pursuant to this Joint Venture Agreement, HSTI and Hempacco formed a new Nevada corporation known as Organipure, Inc. (“Organipure”) on November 7, 2022. HSTI and Hempacco each own one half of the equity interests of Organipure. HSTI appointed the Company’s two directors to serve as two of the directors of Organipure. Hempacco has also designated two persons to serve as two of the directors of Organipure. HSTI and Hempacco shall mutually agree on a fifth person to serve as a director of Organipure as soon as practicable following the date of the Joint Venture Agreement. The Joint Venture Agreement specifies the rights and responsibilities of HSTI and Hempacco. It is intended that the Joint Venture Agreement will continue indefinitely until Organipure is dissolved in accordance with the Joint Venture Agreement or applicable law.

In concert with the execution of said Joint Venture Agreement, Hempacco also entered into a Hemp Smokables Manufacturing Agreement with Organipure (“Manufacturing Agreement”) pursuant to which Hempacco will manufacture hemp smokables for Organipure as the worldwide manufacturer and supplier of hemp smokables for Organipure, subject to the terms and conditions of the Manufacturing Agreement. The hemp smokables will be manufactured according to product specifications and packaging described in the Manufacturing Agreement. It is intended that Organipure will sell the hemp smokables and be responsible for paying for all manufacturing expenses, shipping expense, sales expenses, and other related expenses. The Manufacturing Agreement has a term of ten years, and automatically renews for successive ten-year terms unless either party gives written notice of termination.

Also, in concert with the execution of said Joint Venture Agreement, HSTI entered into a Patent License Agreement with Organipure which granted to Organipure a non-exclusive license of HSTI’s patented and patent pending technologies to be used in connection with the hemp smokable products. The annual license fee shall be five percent (5.0%) of Organipure’s gross receipts of the use of the HSTI patents by Organipure. The term of the license expires December 31, 2033, unless terminated earlier for reasons specified in the Patent License Agreement. The license may be terminated earlier for certain reasons specified in the license such as: (a) termination of the Organipure joint venture; (b) Organipure’s failure to achieve annualized revenues of at least One Million Dollars per year within one year from the effective date of the agreement; or (c) failure of Organipure to increase its annualized revenues by at least thirty percent per year during the first five years of the agreement.

Similarly, Hempacco entered into a Patent License Agreement with Organipure which granted to Organipure a non-exclusive license of Hempacco’s patented technologies to be used in connection with the hemp smokable products. The annual license fee shall be five percent (5.0%) of Organipure’s gross receipts of the use of the Hempacco patents by Organipure. The term of the license expires December 31, 2033, unless terminated earlier for reasons specified in the Patent License Agreement. The license may be terminated earlier for certain reasons specified in the license such as: (a) termination of the Organipure joint venture; (b) Organipure’s failure to achieve annualized revenues of at least One Million Dollars per year within one year from the effective date of the agreement; or (c) failure of Organipure to increase its annualized revenues by at least thirty percent per year during the first five years of the agreement.

In order to assist in the financing of the Organipure joint venture, HSTI entered into a Series Promissory Note with Organipure which allows Organipure to borrow up to $500,000 from HSTI at an interest rate equal to the Short Term Applicable Federal Rate (currently 4.1% per annum), with principal and interest due and payable in three years on November 17, 2025. The Series Promissory Note is unsecured. The Company is seeking to raise additional capital so that HSTI will be able to fulfill its obligations under the Promissory Note.

Similarly, Hempacco entered into a Series Promissory Note with Organipure which allows Organipure to borrow up to $500,000 from Hempacco at an interest rate equal to the Short Term Applicable Federal Rate (currently 4.1% per annum), with principal and interest due and payable in three years on November 17, 2025. The Series Promissory Note is unsecured.

Copies of the Joint Venture Agreement, Manufacturing Agreement, two License Agreements and two Series Promissory Notes are attached to this Quarterly Report as Exhibits 10.20 through 10.25.

Lease Agreement

The Company has two places of business. The corporate office is located at 1495 Ridgeview Drive, Suite 230A, Reno, Nevada 89519. The space at that location rented by the Company consists of office space with a fixed monthly payment for rent and utilities. The Company is also leasing a research and development and warehousing facility located at 229 East 5^th^ Street in Reno, Nevada 89512.

On November 9, 2021, the Company entered into a Lease Agreement with 3 Squirrels, LLC to rent approximately 1,475 square feet of commercial space which the Company plans to use for research and development purposes. Due to the inability of the Landlord to deliver the Premises as called for in the Lease Agreement on time, a First Amendment to that Lease was signed on January 30, 2022 which changed some terms in the original Lease. The Lease is now for a period of one (1) year commencing February 1, 2022, and contains options for two (2) additional years. The monthly rent is $1,253.75 plus $203.50 in estimated CAM charges.

Plan of Operation

Our plan of operation for the next 12 months is to: (i) market the licensing of the Company’s technology in states in the U.S. where cannabis and/or hemp has been legalized for medicinal and/or recreational use, and in the Canadian provinces; and (ii) seek to raise additional equity funding so that the Company may pursue the construction and operation of a facility to produce and market hemp cigarettes to be located in Northern Nevada; (iii) complete the transactions which are the subjects of the two letters of intent signed by the Company which include acquiring an Oregon company which specializes in hemp-related products and forming a joint venture to produce, market and distribute hemp cigarettes and hemp-based products in the United States, Canada and Mexico using the Company’s Patented and Patent Pending Technologies and

(iv) begin the production and distribution of hemp cigarettes in accordance with the Letter of Intent that the Company entered into on February 18, 2022. During the next 12 months, our cash requirements include expenses to market our technology; expenses to construct and operate a facility to produce and market hemp cigarettes to be located in Northern Nevada; the payment of our SEC reporting filing expenses, including associated legal and accounting fees; and costs incident to maintaining our good standing as a corporation in our state of organization. We anticipate that we will need to raise additional equity funds to successfully commence and operate a facility to produce and market hemp cigarettes. We have no commitments to raise any additional funds at the present time, and we can offer to assurances that we will be able to raise additional funds on terms acceptable to the Company.

Results of Operations – Three Months Ended September 30, 2022and Three Months Ended September 30, 2021

We have generated no revenues since inception. We hope to start earning revenues during the fiscal year ending December 31, 2023.

General and administrative expenses were $24,446 for the three month period ended September 30, 2022, a decrease of $86,145 from the $110,590 of general and administrative expenses incurred during the three months ended September 30, 2021. Most of the general and administrative expenses incurred in the earlier period were to pay for contract services and consultants. The Company did not have such expenses in the later period. We incurred depreciation of $10,429 in the three months ended September 30, 2022, which is an increase of $1,592 from the $8,837 of depreciation incurred in the three month period ended September 30, 2021.

We incurred interest expense of $17,132 in the three months ended September 30, 2022, an increase of $2,016 from the $15,116 of interest expense incurred in the three months ended September 30, 2021. This is due to the fact that the Company increased its borrowing from unrelated parties through issuing an additional $100,000 in its Notes Payable-Series 2 Senior Convertible Secured Promissory Notes in February 2022. We incurred interest expense-related party of $402 in the three months ended September 30, 2022, which is the same as the interest expense–related party of $402 incurred in the three months ended September 30, 2021.

We incurred a net loss of $52,408 during the three months ended September 30, 2022, a decrease of $82,537 from the $134,945 net loss incurred during the three months ended September 30, 2021. The Company’s decrease in net loss in the current period is largely due to the decrease in general and administrative expenses in the current period partially offset by modest increases in interest expense and depreciation in the current period.

Results of Operations – Nine Months Ended September 30, 2022 andNine Months Ended September 30, 2021

We have generated no revenues since inception. We hope to start earning revenues during the fiscal year ending December 31, 2023.

General and administrative expenses were $139,277 for the nine month period ended September 30, 2022, a decrease of $71,119 from the $210,396 of general and administrative expenses incurred during the nine months ended September 30, 2021. Most of the decrease in general and administrative expenses incurred in the later period were for decreases in contract services and consultants and for a decrease in the issuance of shares for services in the later period. We incurred depreciation of $28,103 in the nine months ended September 30, 2022, an increase of $1,591 from the $26,512 of depreciation incurred in the nine month period ended September 30, 2021.

We incurred interest expense of $49,808 in the nine months ended September 30, 2022, an increase of $6,564 from the $43,244 of interest expense incurred in the nine months ended September 30, 2021. This is due to the fact that the Company increased its borrowing from unrelated parties through issuing an additional $100,000 in its Notes Payable-Series 2 Senior Convertible Secured Promissory Notes in February 2022. We incurred interest expense-related party of $1,194 in the nine months ended September 30, 2022, a decrease of $555 from the interest expense–related party of $1,749 in the nine months ended September 30, 2021. This is due to the fact that the Company repaid $10,000 of its notes payable-related party during the second quarter of 2021.

We incurred a net loss of $218,382 during the nine months ended September 30, 2022, a decrease of $63,519 from the $281,901 net loss incurred during the nine months ended September 30, 2021. The Company’s decrease in net loss in the current period is largely due to the decrease in general and administrative expenses partially offset by modest increases in interest expense and depreciation in the later period.

Liquidity and Capital Resources

At September 30, 2022, we had total current assets of $3,561 consisting of $2,307 in cash and $1,254 in a deposit. We had $513,885 in total current liabilities as of September 30, 2022. Our total current liabilities consisted of notes payable-current maturities of $375,500, notes payable-related party of $13,306, accounts payable and accrued expenses of $116,518 and accounts payable and accrued expenses-related party of $8,561. We had property, plant and equipment, net of $105,677 as of September 30, 2022. We had long term liabilities consisting of convertible notes payable of $200,000 as of September 30, 2022. See our Plan of Operation above for information about our cash requirements for the next 12 months.

The cash flows from operating activities consisted of the following: During the nine months ended September 30, 2022, we had an increase in accounts payable and accrued expenses of $28,018, an increase in accounts payable and accrued expenses-related party of $1,195, depreciation expense of $28,103 and a decrease in deposit of $1,457. When this is combined with our net loss of $218,382 for the nine months ended September 30, 2022, it results in net cash used in operating activities of $159,609.

During the nine months ended September 30, 2021, we had an increase in accounts payable and accrued expenses of $106,070, a decrease in accounts payable and accrued expenses – related party of $5,750, depreciation expense of $26,512 and issuance of common stock for services of $30,000. When this is combined with our net loss of $281,901 for the nine months ended September 30, 2021, it results in net cash used in operating activities of $125,069.

In the nine months ended September 30, 2022, we received proceeds from convertible notes payable of $100,000 and proceeds from the sale of common stock of $50,000 which resulted in net cash provided by financing activities of $150,000. During the same nine month period we paid $43,435 for property, plant and equipment in our investing activities.

In the nine months ended September 30, 2021, we received proceeds from the exercise of warrants of $100, proceeds from the sale of common stock of $90,000, proceeds from notes payable of $50,000 and we made a payment on notes payable – related party of $10,000 which resulted in net cash provided by financing activities of $130,100 in the same nine month period.

Going Concern

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has sustained operating losses during the current year-to-date and may not achieve the level of profitable operations to sustain its activities. These factors raise substantial doubt as to its ability to obtain debt and/or equity financing and achieve profitable operations.

Management intends to raise additional operating funds from the planned sale of our hemp farming equipment, and from raising funds through equity and/or debt offerings to fund operations for the next 12 months. However, there can be no assurance management will be successful in its endeavors. Ultimately, the Company will need to achieve profitable operations in order to continue as a going concern.

Emerging Growth Company Critical Accounting PolicyDisclosure

The Company qualifies as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company may elect to take advantage of the benefits of this extended transition period in the future.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements of any kind for the nine month period ended September 30, 2022.

Potential Impact of COVID-19

The Company is now less concerned that the COVID-19 virus may impact the Company’s ability to raise additional equity capital due to the uncertainty of the virus’ effects on the economy and capital markets, which may make potential investors less likely to invest during the pandemic. This may affect the Company’s ability to raise equity capital to meet its financial obligations, implement its business plan and continue as a going concern. This concern has eased significantly as vaccinations to protect against the virus have increased, and business has generally recovered from the effects of Covid-19 throughout the country.

Item 3. Quantitative and Qualitative DisclosuresAbout Market Risk.

Not required.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2022. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer concluded that our disclosure controls and procedures were not effective. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

Changes in internal control over financial reporting

Our management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has concluded there were no significant changes in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None; not applicable.

Item 1A. Risk Factors.

Not required.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the nine months ended September 30, 2022, the Company sold a total of 34,334 shares of its common stock, at $1.50 per share, to one accredited investor for a total of $50,000. The shares were issued in reliance on the exemption in Section 4(2) of the Securities Act of 1933 for transactions not involving any public offering. The certificates representing the shares bear a restricted legend, and the persons acquiring the shares represented that they acquired the shares with investment intent.

During the nine months ended September 30, 2022, the Company sold $100,000 of its Notes Payable, Series 2 Convertible Secured Promissory Notes. The Notes bear interest at 8.0% per annum. The Notes may be converted during their term to shares of the Company’s common stock at the price of the securities currently offered in the offering, or $1.50 per share. The Notes were issued in reliance on the exemption in Section 4(2) of the Securities Act of 1933 for transactions not involving any public offering. The Notes bear a restricted legend, and the persons acquiring the shares represented that they acquired the Notes with investment intent.

On October 25, 2022, the Company sold 20,000 shares of its common stock to an individual accredited investor at $1.00 per share for a total of $20,000, and on October 27, 2022, the Company sold 10,000 shares of its common stock to an individual accredited investor at $1.00 per share for $10,000. The shares were issued in reliance on the exemption in Section 4(2) of the Securities Act of 1933 for transactions not involving any public offering. The certificates representing the shares bear a restricted legend, and the persons acquiring the shares represented that they acquired the shares with investment intent.

On October 27, 2022, an individual loaned the Company the sum of $10,000.00 pursuant to a Promissory Note dated October 27, 2022 which bears interest at a rate of 12% per annum and which is due on April 27, 2023. A copy of the Promissory Note is attached hereto as Exhibit 10.19. On October 27, 2022, the Company issued the above note holder a Warrant to purchase 10,000 shares of common stock for a price of $1.50 per shares. This Warrant expires on the third anniversary date of its issuance. These securities were issued in reliance on the exemption in Section 4(2) of the Securities Act of 1933 for transactions not involving any public offering.

On November 1, 2022, a holder of one of the Company’s Series 2 Senior Convertible Secured Promissory Note converted the original face amount of $100,000 plus accrued interest in the amount of $5,655 to 70,437 shares of the Company’s common stock. The shares were issued in reliance on the exemption in Section 4(2) of the Securities Act of 1933 for transactions not involving any public offering. The certificate representing the shares bears a restricted legend, and the persons acquiring the shares represented that they acquired the shares with investment intent.

On November 1, 2022, the holder listed above that converted the Series 2 Senior Convertible Secured Promissory Note exercised a portion of its Warrant issued under the terms of the Promissory Note in the original face amount of $100,000 to purchase 16,667 shares of common stock in the Company for the sum of $25,000. The shares were issued in reliance on the exemption in Section 4(2) of the Securities Act of 1933 for transactions not involving any public offering. The certificates representing the shares bear a restricted legend, and the persons acquiring the shares represented that they acquired the shares with investment intent.

On November 15, 2022, the Company sold 5,000 shares of its common stock to an individual accredited investor at $1.00 per share for a total of $5,000. The shares were issued in reliance on the exemption in Section 4(2) of the Securities Act of 1933 for transactions not involving any public offering. The certificate representing the shares bears a restricted legend, and the person acquiring the shares represented that the shares were acquired with investment intent.

For information concerning sales of unregistered equity securities in the three year period prior to the period covered by this report, see the Company’s Annual and Quarterly Reports on Form 10-K and Form 10-Q filed since December 31, 2018.

Item 3. Defaults Upon Senior Securities.

None; not applicable.

Item 4. Mine Safety Disclosures.

None; not applicable.

Item 5. Other Information.

None; not applicable.

Item 6. Exhibits.

Exhibit No. Identification of Exhibit

3.1*	Articles of Incorporation filed May 9, 1996
3.2*	Amended and Restated Articles of Incorporation
3.3*	By-Laws
10.1*	Promissory Note with Larry Mamey dated June 6, 2019
10.2*	Promissory Note with Biored N.V., a Belgian corporation, dated July 30, 2019
10.3**	Promissory Note with Kenny L. DeMeirleir dated August 12, 2020
10.4***	Promissory Note with Michael Vardakis dated December 31, 2020
10.5***	Promissory Note with Vincent C. Lombardi dated December 31, 2020
10.6***	Promissory Note with Michael Vardakis dated December 31, 2020
10.7***	Amended Consulting Agreement with Stanley Berk/Steven Leatherman (SBSL Consultants) and Jeff Baclet/Tom Prutzman (Consultants) dated December 28, 2020
10.8***	Form of Series 2 Senior Convertible Secured Promissory Note
10.9******	Fourth Amendment to Promissory Note with Biored, N.V. dated July 29, 2022
10.10******	Second Amendment to Promissory Note with Kenny L. DeMeirleir dated August 5, 2022
10.11****	Lease Agreement with 3 Squirrels, LLC dated November 9, 2021
10.12******	Eleventh Amendment to Promissory Note with Larry Mamey dated June 5, 2022
10.13******	Third Amendment to Promissory Note with Michael Vardakis dated July 13, 2021
10.14*****	Second Amendment to Promissory Note with Vincent C. Lombardi dated June 18, 2021
10.15******	Third Amendment to Promissory Note with Michael Vardakis dated July 13, 2021
10.16*****	First Amendment to Lease Agreement with 3 Squirrels, LLC dated January 30, 2022
10.17******	Finders Fee Agreement between the Company and Vestech Securities, Inc.<br> dated February 24, 2022
10.18*******	Agreement with Boustead Securities dated November 8, 2022
10.19	Promissory Note with John Cathcart dated October 27, 2022
10.20	Joint Venture Agreement with Hempacco Co., Inc. dated November 17,<br> 2022
10.21	Hemp Smokables Production Agreement with Hempacco Co., Inc. dated November<br> 17, 2022
10.22	License Agreement between the Company and Organipure dated<br> November 17, 2022
10.23	License Agreement between Hempacco Co., Inc. and Organipure dated November<br> 17, 2022
10.24	Series Promissory Note for $500,000 between the Company and Organipure<br> dated November 17, 2022
10.25	Series Promissory Note for $500,000 between Hempacco Co., Inc.<br> and Organipure dated November 17, 2022
14*	Code of Ethics
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Vincent C. Lombardi, Chief Executive Officer, President and Director.
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Gregg W. Koechlein, Chief Financial Officer, Chief Operating Officer, Secretary, Treasurer and Director.
32	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by Vincent C. Lombardi, Chief Executive Officer, President and Director; and Gregg W. Koechlein, Chief Financial Officer, Chief Operating Officer, Secretary, Treasurer and Director.
101.PRE.	Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Incorporated by reference from the Company’s Amendment No. 2 to its Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 7, 2019.

** Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2020 filed with the Securities and Exchange Commission on November 20, 2020.

*** Incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission on April 14, 2021.

**** Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2021 filed with the Securities and Exchange Commission on November 15, 2021.

***** Incorporated by reference from the Company’s Annual Report on Form 10-K for the period ended December 31, 2021 filed with the Securities and Exchange Commission on March 21, 2022.

****** Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2022 filed with the Securities and Exchange Commission on August 15, 2022.

*******Incorporated by Reference from the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 14, 2022.

SIGNATURES

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 thereunto duly authorized

High Sierra Technologies, Inc.

Date:	November 18, 2022	By:	/s/ Vincent C. Lombardi
			Vincent C. Lombardi, Chief Executive Officer, President and Director
Date:	November 18, 2022	By:	/s/ Gregg W. Koechlein
---	---	---	---
			Gregg W. Koechlein, Chief Financial Officer, Chief Operating Officer, Secretary, Treasurer and Director

Exhibit 31-1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Vincent C. Lombardi, certify that:

I have reviewed this Quarterly Report on Form 10-Q of High Sierra Technologies, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the Registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to<br>be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries,<br>is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial<br>reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the<br>preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c)	evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented<br>in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered<br>by this report based on such evaluation; and
---	---
d)	disclosed in this report any change in the Registrant’s internal control over financial reporting<br>that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an<br>annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over<br>financial reporting; and
---	---

The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions);

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over<br>financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report<br>financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant<br>role in the Registrant’s internal control over financial reporting.
---	---
Date:	November 18, 2022	By:	/s/ Vincent C. Lombardi
---	---	---	---
			Vincent C. Lombardi, Chief Executive Officer, President and Director

Exhibit 31-2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gregg W. Koechlein, certify that:

I have reviewed this Quarterly Report on Form 10-Q of High Sierra Technologies, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the Registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to<br>be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries,<br>is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial<br>reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the<br>preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c)	evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented<br>in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered<br>by this report based on such evaluation; and
---	---
d)	disclosed in this report any change in the Registrant’s internal control over financial reporting<br>that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an<br>annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over<br>financial reporting; and
---	---

The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions);

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over<br>financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report<br>financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant<br>role in the Registrant’s internal control over financial reporting.
---	---
Date:	November 18, 2022	By:	/s/ Gregg W. Koechlein
---	---	---	---
			Gregg W. Koechlein, Chief Financial Officer, Chief Operating Officer, Secretary, Treasurer and Director

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of High Sierra Technologies, Inc. (the “Registrant”) on Form 10-Q for the period ending September 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), we, Vincent C. Lombardi, Chief Executive Officer, President and Director; and Gregg W. Koechlein, Chief Financial Officer, Chief Operating Officer, Secretary, Treasurer and Director of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Quarterly Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date:	November 18, 2022	By:	/s/ Vincent C. Lombardi
			Vincent C. Lombardi, Chief Executive Officer, President and Director
Date:	November 18, 2022	By:	/s/ Gregg W. Koechlein
---	---	---	---
			Gregg W. Koechlein, Chief Financial Officer, Chief Operating Officer, Secretary, Treasurer and Director

PROMISSORY NOTE

City of Reno

State of Nevada

October 27, 2022

For value received, High Sierra Technologies, Inc., a Colorado Corporation (the “Maker”), of 1495 Ridgeview Drive, Suite 230A, in the City of Reno, State of Nevada 89519 promises to pay to the order of John Cathcart or his successors and assigns, at his principal office located at 775 Mays Blvd., No. 10-450, in the City of Incline Village, State of Nevada 89451 (the “Payee”), the sum of Ten Thousand Dollars and No Cents ($10,000.00) together with any interest accrued on the unpaid principal balance as, and to the extent, provided for in this Note. Interest shall accrue on the principal balance only.

This Note shall accrue interest at an annual rate of twelve percent (12%). No payments of principal or interest shall be required hereunder until the Maturity Date, as defined herein. The then unpaid principal balance of this Note, together with any unpaid interest accrued thereon, shall be all due and payable on April 27, 2023 (the “Maturity Date”) unless such Maturity Date is extended by the mutual agreement of the parties hereto.

As of the date of this Note, the Maker shall also cause a Warrant to be issued to the Payee for the purchase of 10,000 shares of its common stock at a price of One Dollar and Fifty Cents ($1.50) per share.

At any time during the term of this Note, the Maker may, without penalty, prepay the unpaid principal balance of this Note, or any portion thereof, along with all interest accrued on the principal balance through and including the date of repayment in the event of a complete repayment of the principal balance. In the event of a partial repayment of the principal balance, interest shall then accrue based on the new principal balance. Maker may also make interest only payments at any time during the term of this Note.

Payee shall have the right, which may be exercised at any time in accordance herewith, to pledge or transfer this Note, and any pledgee or transferee shall have all the rights of Payee and Payee shall be thereafter relieved from any liability with respect to any such pledge or transfer.

On the happening of any of the following events, each of which will constitute an event of default under this Note, all indebtedness, obligations and liabilities of Maker to Payee shall become immediately due and payable at the option of Payee: (1) failure of Maker to pay any payment when due after the expiration of the applicable cure period of ten (10 business days; (2) failure of Maker to perform any agreement or obligation under this Note; (3) filing of any petition in bankruptcy by or against Maker; or (4) application for appointment of a receiver for, making of a general assignment for the benefit of creditors by, or insolvency of Maker. On occurrence of any such event of default and the expiration of any applicable cure period, or at any time thereafter, Payee shall have the remedies of an unsecured party under the laws of the State of Nevada.

Upon the occurrence of any event of default, and the expiration of the cure period of ten (10) business days, that has not been expressly waived by Payee, all principal amounts then due shall bear interest at the default rate of interest, that being eighteen percent (18%) until such time as the obligations hereunder have been satisfied. Payee may waive any event of default before or after the event of default has been declared without impairing its right to declare a subsequent event of default under this Note, this right being a continuing one.

Maker hereby expressly waives presentment, demand of payment, notice of nonpayment, protest and notice of protest of this Note, and all exemptions. If this Note is not paid when due, Maker hereby expressly agrees to pay all costs and expenses of collection, including reasonable attorney’s fees. Payee shall in no event be liable to any party for failure to collect this Note, in whole or in part.

It is the intention of Payee and Maker to comply strictly with any applicable usury laws; and, accordingly, in no event and upon no contingency shall the holder of this Note ever be entitled to receive, collect, or apply as interest any interest, fees, charges or other payments equivalent to interest, in excess of the maximum effective contract rate which Payee may lawfully charge under applicable statutes and laws from time to time in effect; and in the event that the holder hereof ever receives, collects, or applies as interest any such excess, such amount which, but for this provision, would be excessive interest, shall be applied to the reduction of the principal amount of the indebtedness evidenced by this Note; and if the principal amount of the indebtedness evidenced by this Note, all lawful interest thereon and all lawful fees and charges in connection therewith, are paid in full, any remaining excess shall forthwith be paid to Maker, or other party lawfully entitled thereto. All interest paid or agreed to be paid by Maker shall, to the maximum extent permitted under applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal so that the interest hereon for such full period shall not exceed the maximum amount permitted by applicable law. Any provision hereof, or of any other agreement between the holder hereof and Maker, that operates to bind, obligate, or compel Maker to pay interest in excess of such maximum effective contract rate shall be construed to require the payment of the maximum rate only. The provisions of this paragraph shall be given precedence over any other provision contained in this Note or in any other agreement between the holder of this Note and Maker that is in conflict with the provisions of this paragraph.

This Note applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Payee shall mean the owner and holder, including pledgees, of this Note, whether or not named as Payee herein. In this Note whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural.

Should a dispute arise between any of the parties hereto regarding the meaning of this Note, the enforcement of this Note or any claim or dispute related to this Note, then the prevailing party, in addition to whatever other relief such party may be entitled to, shall also recover its reasonable attorneys’ fees and costs incurred in connection with such dispute whether such dispute was resolved judicially, by mediation, by arbitration or by any other means, formal or informal.

This Note shall be construed and enforced in accordance with the laws of the State of Nevada without regard to its conflicts of laws principles. The exclusive jurisdiction and venue to hear and determine any claim, dispute or other controversy, of any nature whatsoever, related to this Note, shall be any state or federal court in the County of Washoe, State of Nevada having subject matter jurisdiction over the matters at issue.

This Note represents the entire agreement between the parties hereto related to the matters set forth herein and expressly replaces and supersedes any and all previous agreements, oral, or in writing, between the parties hereto related to the matters set forth herein. This Note may not be modified or amended except by an amendment, in writing, executed by all parties hereto.

Time is of the essence in this Note and each and every provision hereof.

If any term, condition or provision of this Note shall be deemed invalid or unenforceable by a court of competent jurisdiction, that term, condition or provision shall be deemed severed from this Note and the remainder of the terms, conditions and provisions of this Note shall remain valid, enforceable and in full force and effect to the fullest extent permitted by law.

MAKER HEREBY, AND PAYEE BY ITSACCEPTANCE OF THIS NOTE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANYLITIGATION ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS NOTE AND ANY OTHER AGREEMENTS EXECUTED OR CONTEMPLATED TO BE EXECUTED INCONNECTION HEREWITH, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBALOR WRITTEN) OR ACTION OF EITHER PARTY, WHETHER IN CONNECTION WITH THE MAKING OF THIS NOTE, COLLECTION OF THIS NOTE OR OTHERWISE. THISPROVISION IS A MATERIAL INDUCEMENT FOR PAYEE AGREEING TO ACCEPT THIS NOTE.

In witness whereof, Maker has executed this Note to be effective as of the day and date set forth above.

High Sierra Technologies, Inc., a Colorado Corporation

By: /s/ Vincent C. Lombardi

Vincent C. Lombardi, its Chief Executive Officer

JOINT VENTURE AGREEMENT

This Joint Venture Agreement (the “Agreement”) of Organipure, Inc, a Nevada Corporation (the “Company”), is entered into and shall be effective as of the 17th day of November, 2022 (the “Effective Date”) by and among the Company, High Sierra Technologies, Inc., a Nevada Corporation (“HSTI”),and Hempacco Co., Inc., a Nevada Corporation (“HCI”). The Company, HSTI and HCI are sometimes herein referred to as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, the Company was formed as a corporation under the laws of the State of Nevada, for the purposes set forth in Section 2.05 of this Agreement, when the Company’s articles of incorporation (the “Articles of Incorporation”) were filed with the Nevada Secretary of State on November 7, 2022 (the “Formation Date”).

WHEREAS, HCI is a corporation formed under the laws of the State of Nevada (NASDAQ: HPCO) and as such is obligated to produce audited GAAP financial statements and file same with the Securities and Exchange Commission in accordance with the current regulations and timetables of that governing body.

WHEREAS, HSTI is currently a wholly owned subsidiary of High Sierra Technologies, Inc., a Colorado Corporation (“HSTICO”) [OTCQB: HSTI] and as such is obligated to produce audited GAAP financial statements and file same with the Securities and Exchange Commission in accordance with the current regulations and timetables of that governing body.

WHEREAS, the parties wish to enter into this Agreement setting forth the terms and conditions governing the operation and management of the Company and the other matters set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein after set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

Definitions

Section 1.01 Definitions. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in this Section 1.01 and when not otherwise defined shall have the meanings set forth in the Nevada Revised Statutes, as are amended from time to time, or the Internal Revenue Code of the United States of America of 1986 as is amended from time to time.

“Additional Capital Contribution” has the meaning set forth in Section 3.02.

“Affiliate” means, with respect to any Person, any other Person who, directly or indirectly(including through one or more intermediaries), controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control,” when used with

respect to any specified Person, shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise; and the terms “controlling” and “controlled” shall have correlative meanings.

“Agreement” means this Joint Venture Agreement, as executed and as it may be amended, modified, supplemented, or restated from time to time, as provided herein.

“Applicable Law” means all applicable provisions of (a) constitutions, treaties, statutes, laws (including the common law), rules, regulations, decrees, ordinances, codes, proclamations, declarations, or orders of any Governmental Authority, (b) any consents or approvals of any Governmental Authority, and (c) any orders, decisions, advisory or interpretative opinions, injunctions, judgments, awards, decrees of, or agreements with, any Governmental Authority.

“Articles of Incorporation” has the meaning set forth in the Recitals.

“Available Cash Flow” means, for any period, the sum of gross revenue received, minus the sum of overhead and operating expenses of the Company, as well as a reasonable reserve for future operational needs as the Officers and Directors may determine to be necessary or appropriate. Not withstanding the preceding sentence, capital contributions, loans, or proceeds from capital transactions and expenses incurred or liabilities of the Company repaid in connection with any thereof shall not be taken into account in computing Available Cash for any period.

“Budget” has the meaning set forth in Section 7.03.

“Business” means the business of marketing and selling hemp smokable products; it being acknowledged and agreed by the Shareholders that such products may include, without limitation “Delta 8 THC” to the extent the same can be legally produced and sold in the particular States of the United States of America where the Company intends to carry on business.

“Business Day” means a day other than a Saturday, Sunday, or other day on which commercial banks in the State of Nevada are authorized or required to close.

“Capital Account” has the meaning set forth in Section 3.03.

“Capital Contribution” means any Shareholder’s contribution to the capital of the Company in cash and cash equivalents and the Book Value of any property contributed to the Company by such Shareholder.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Company” has the meaning set forth in the Preamble.

“Confidential Information” has the meaning set forth in Section 13.03(a).

“Covered Person” has the meaning set forth in Section 9.01(a).

“Directors” means, initially, Vincent C. Lombardi, Sandro Piancone, Gregg W. Koechlein, and Stuart Titus, or such other natural Persons as may be become the Directors pursuant to the terms of this Agreement. Initially, there shall be four (4) Directors of which HCI shall appoint two (2) of the initial Directors and HSTI shall appoint two (2) of the initial Directors. As soon as practicable following the effective date of this Agreement, HCI and HSTI shall mutually agree upon the fifth (5th) initial Director.

“Electronic Transmission” means (a) facsimile telecommunication, (b) email, (c) posting on an electronic message board or network that the Company has designated for communications(together with a separate notice to the recipient of the posting when the transmission is given by the Company), or (d) other means of electronic communication where the recipient has consented to the use of the means of transmission (or, if the transmission is to the Company, the Company has placed in effect reasonable measures to verify that the sender is the Shareholder, Director or Officer purporting to send the transmission) and the communication creates a record that is capable of retention, retrieval, and review and may be rendered into clearly legible tangible form.

“Excess Amount” has the meaning set forth in Section 6.02(c).

“Fair Market Value” of any asset as of any date means the purchase price that a willing buyer having all relevant knowledge would pay a willing seller for such asset in an arm’s length transaction.

“Fiscal Year” means the calendar year, unless the Company is required to or elects to have a taxable year other than the calendar year, in which case Fiscal Year shall be the period that conforms to its taxable year.

“For Cause” shall mean an Officer’s or a Director’s:

(a) willful failure to perform his duties (other than any such failure resulting from incapacity due to physical or mental illness) and a failure to cure the same within 10 business days of receipt of written notice thereof from another Shareholder, Director or Officer;

(b)engagement in dishonesty, illegal conduct, or misconduct relating to the business of the Company, which is injurious to the Company or its Affiliates; and the same is not cured (if capable of cure) within ten (10) business days of receipt of written notice thereof from another Shareholder, Director or Officer:

(c)embezzlement, misappropriation, or fraud, whether or not related to the Company;

(d)conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude;

(e)willful unauthorized disclosure of Confidential Information;

(f)breach of any material obligation under this Agreement which is not cured within ten (10) business days of receipt of written notice thereof from an other Shareholder, Director or Officer.

“Governmental Authority” means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations, or orders of such organization or authority have the force of law), or any arbitrator, court, or tribunal of competent jurisdiction.

“Independent Third Party” means, with respect to any Shareholder, any Person who is not an Affiliate of such Shareholder.

“Lien” means any mortgage, pledge, security interest, option, right of first offer, encumbrance, or other restriction or limitation of any nature whatsoever.

“Liquidator” has the meaning set forth in Section 11.03(a).

“Losses” has the meaning set forth in Section 9.01(b).

“Majority” means fifty one percent (51%) or more of those entitled to vote on any matter.

“NRS” means the Nevada General Corporation Law, Chapter 78 of the Revised Statutes of Nevada as in effect at any given time.

“Shareholder(s)” means HSTI and HCI, and each Person or Entity who is here after admitted as a Shareholder in accordance with the terms and conditions of this Agreement and the NRS, The Shareholders shall constitute “Shareholders” (as that term is defined in the NRS) of the Company.

“Shareholders Schedule” has the meaning set forth in Section 3.01.

“Shareholder” A Shareholder (aka Stockholder) is any person, company, or institution that owns shares in a company's stock. Shareholders are subject to capital gains (or losses) and/or dividend payments as residual claimants on a firm's profits. Shareholders also enjoy certain rights such as voting at shareholder meetings to approve the board of directors’, dividend distributions, or mergers. In the case of bankruptcy, shareholders can lose up to their entire investment.

“Net Income” and “Net Loss” mean, for each Fiscal Year or other period specified in this Agreement, an amount equal to the Company's taxable income or taxable loss, or particular items thereof, determined in accordance with Code Section 703(a) (where, for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or taxable loss), but with the following adjustments:

(a) any gain or loss resulting from any disposition of Company property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of the property so disposed, notwithstanding that the adjusted tax basis of such property differs from its Book Value; and

(b) if the Book Value of any Company property is adjusted as provided in the definition of Book Value, then the amount of such adjustment shall be treated as an item of gain or loss and included in the computation of such taxable income or taxable loss.

“Officers” has the meaning set forth in Section 7.04.

“Percentage Interest” means the percentage of a Shareholder’s Shares in the Company relative to the entire outstanding Shares in the Company, which is equal to the quotient of the Shares held by a Shareholder divided by all issued and outstanding Shares of the Company held by all Shareholders, as may be adjusted from time to time by the Managing Directors.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association, or other entity.

“Regulatory Allocations” has the meaning set forth in Section 5.02(e).

“Related Party Agreement” means any agreement, arrangement, or understanding between the Company and any Shareholder, Director or Officer, or other employee of the Company or any Affiliate of a Shareholder, Director, Officer, or other employee of the Company; in each case, as such agreement may be amended, modified, supplemented, or restated in accordance with the terms of this Agreement. It is agreed by the Shareholders that any and all Related Party Agreements between the Company and HCI, HSTI and/or any Affiliate thereof shall provide for the pass-through of HCI’s, HSTI’s and/or such Affiliate’s costs to the Company without markup.

“Representative” means, with respect to any Person, any and all Shareholders, officers, employees, consultants, financial advisors, counsel, accountants, and other agents of such Person.

“Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations there under, which shall be in effect at the time.

“Shareholders” means the Joint Venturers, those being HSTI and HCI.

“Subsidiary” means, with respect to any Person, any other Person of which a Majority of the outstanding shares or other equity interests having the power to vote for Shareholders or comparable managers are owned, directly or indirectly, by the first Person.

“Supermajority” means Shareholders holding a Percentage Interest of sixty percent (60%) or more.

“Tax Advance” has the meaning set forth in Section 6.02(a).

“Tax Amount” of a Shareholder for a Fiscal Year means the product of (a) the Tax Rate for such Fiscal Year and (b) the Adjusted Taxable Income of the Shareholder for such Fiscal Year with respect to its Shares.

“Tax Rate” of a Corporate Shareholder, for any period, means the highest effective marginal combined federal, state, and local tax rate applicable to a corporation doing business in Reno, Nevada, taking into account (a) the character (for example, long-term or short-term capital gain, ordinary or exempt) of the applicable income and (b) if applicable the deduction under IRC Section 199A.

“Transfer” means to, directly or indirectly, sell, transfer, assign, gift, pledge, encumber, hypothecate, or similarly dispose of, either voluntarily or involuntarily, by operation of law or otherwise, or to enter into any contract, option, or other arrangement or understanding with respect to the sale, transfer, assignment, gift, pledge, encumbrance, hypothecation, or similar disposition of, any Shares owned by a Person or any interest (including a beneficial interest) in any Shares owned by a Person. “Transfer” when used as a noun, and “Transferred” when used to refer to the past tense, shall have correlative meanings. “Transferor” and “Transferee” mean a Person who makes or receives a Transfer, respectively.

“Treasury Regulations” means the final or temporary regulations issued by the United States Department of Treasury pursuant to its authority under the Code, and any successor regulations.

“Withholding Advances” has the meaning set forth in Section 6.03(b).

Section 1.02 Interpretation. For purposes of this Agreement, (a) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation,” (b) the word “or” is not exclusive, and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. The definitions given for any defined terms in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. Unless the context otherwise requires, references herein (x) to Articles, Sections, Exhibits, and Schedules mean the Articles and Sections of and Exhibits and Schedules attached to this Agreement, (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, restated, supplemented, and modified from time to time to the extent permitted by the provisions thereof, and (z) to a statute or Applicable Law means such statute or Applicable Law as amended from time to time and includes any successor legislation thereto and any regulations promulgated there under. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Exhibits and Schedules referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

ARTICLE II

Organization

Section 2.01 Formation.

(a) The Company was formed on November 7, 2022, pursuant to the provisions of the NRS, upon the filing of the Articles of Incorporation with the Nevada Secretary of State.

(b) This Agreement shall constitute the “Joint Venture Agreement” (as that term is used in the NRS or otherwise) of the Company. The rights, powers, duties, obligations, and liabilities of the Shareholders shall be determined pursuant to this Agreement. To the extent that the rights, powers, duties, obligations, and liabilities of any Shareholder are by reason of any provision of this Agreement in conflict with the NRS, this Agreement shall, to the extent permitted by the NRS, control.

Section 2.02 Name. The name of the Company is “Organipure, Inc., a Nevada Corporation” or such other name or names as may be designated by the Directors. The Company may conduct business under any assumed or fictitious name deemed desirable by the Directors.

Section 2.03 Principal Office. The principal office of the Company is located at 1495 Ridgeview Drive, Suite 230A, Reno, NV 89519 or such other place as may from time to time be determined by the Directors. The Directors shall give prompt notice of any such change to each of the Shareholders.

Section 2.04 Office and Agent for Service of Process.

(a) The office for service of process on the Company in the State of Nevada shall be the office of the initial agent named in the Articles of Incorporation or such other office(which need not be a place of business of the Company) as the Directors may designate from time to time in the manner provided by the NRS and Applicable Law.

(b) The agent for service of process on the Company in the State of Nevada shall be the initial agent named in the Articles of Incorporation or such other Person or Persons as the Directors may designate from time to time in the manner provided by the NRS and Applicable Law.

Section 2.05 Purpose; Powers.

(a) The purpose of the Company is to engage in the Business and any other lawful act or activity for which a corporation may be formed under the NRS and to engage in any and all activities necessary or incidental thereto.

(b) The Company shall have all the powers necessary or convenient to carry out the purposes for which it is formed, including the powers granted by the NRS.

Section 2.06 Term. The term of the Company commenced on the date the Articles of Incorporation that were filed with the Nevada Secretary of State and shall continue in existence

perpetually until the Company is dissolved in accordance with the provisions of this Agreement or as provided by the NRS or Applicable Law.

ARTICLE III

Capital Contributions; Capital Accounts

Section 3.01 Initial Capital Contributions. Contemporaneously with the execution of this Agreement, each Shareholder has made an initial Capital Contribution and is deemed to own the Percentage Interest set forth opposite such Shareholder’s name on Schedule A attached hereto and incorporated by reference herein (the “Shareholders Schedule”). The Managing Directors shall update the Shareholders Schedule upon the issuance or Transfer of any Shares to any new or existing Shareholder in accordance with this Agreement.

Section 3.02 Additional Capital Contributions. No Shareholder shall be required to make any additional Capital Contributions to the Company. However, a Shareholder may make an additional Capital Contribution (an “Additional Capital Contribution”) at any time with the written consent of the Directors. Any such Additional Capital Contribution shall be treated as a loan from the contributing Shareholder to the Company and shall have no effect on the Shareholder’s relative equity position.

Section 3.03 Maintenance of Capital Accounts. The Company shall establish and maintain the customary capital accounts required under GAAP for a corporation, which include but are not limited to:

a)	Issued Common Shares
b)	Issued Preferred Shares
---	---
c)	Additional Paid-in Capital
---	---
d)	Retained Earnings
---	---

The Company’s financial statements will include a “Statement of Stockholders Equity” which will provide full details of the transactions affecting these capital accounts on a quarterly basis.

Section 3.04 No Withdrawals From Capital Accounts. No Shareholder shall be entitled to withdraw any part of its Capital Account or to receive any distribution from the Company, except as otherwise provided in this Agreement. No Shareholder, including the Directors, shall receive any interest, salary, or drawing with respect to its Capital Contributions or its Capital Account, except as otherwise provided in this Agreement. The Capital Accounts are maintained for the sole purpose of allocating items of income, gain, loss, and deduction among the Shareholders and shall have no effect on the amount of any distributions to any Shareholders, in liquidation or otherwise.

Section 3.05 Treatment of Loans From Shareholders. Loans by any Shareholder to the Company shall not be considered Capital Contributions and shall not affect the maintenance of such Shareholder’s Capital Account, other than to the extent provided in Section 3.03, above, if applicable.

ARTICLE IV

Shareholders

Section 4.01 Admission of New Shareholders.

(a) New Shareholders, having been approved by the Directors, may be admitted from time to time (i) in connection with the issuance of Shares by the Company, subject to compliance with the provisions of Section 7.02(b) and Section 8.01(b), and (ii) in connection with a Transfer of Shares, subject to compliance with the provisions of ARTICLE VII, and in either case, following compliance with the provisions of Section 4.01(b).

(b) In order for any Person not already a Shareholder of the Company to be admitted as a Shareholder, whether pursuant to an issuance or Transfer of Shares, such Person shall have delivered to the Company an executed written undertaking substantially in the form of the Joinder Agreement. Upon the amendment of the Shareholders Schedule by the Directors and the satisfaction of all other applicable conditions, including, if a condition, the receipt by the Company of payment for the issuance of Shares, such Person shall be admitted as a Shareholder and deemed listed as such on the books and records of the Company. The Directors shall also adjust the Capital Accounts of the Shareholders as necessary in accordance with Section 3.03.

Section 4.02 No Personal Liability. Except as otherwise provided by the NRS, by Applicable Law, or expressly in this Agreement, no Director or Shareholder will be obligated personally for any debt, obligation, or liability of the Company or other Shareholders, whether arising in contract, tort, or otherwise, solely by reason of being or acting as a Shareholder. Except as otherwise provided by the NRS, by Applicable Law, or expressly in this Agreement, no Director will be obligated personally for any debt, obligation, or liability of the Company, whether arising in contract, tort, or otherwise, solely by reason of being or acting as a Director.

Section 4.03 Dissociation. No Shareholder shall have the ability to dissociate or withdraw as a Shareholder before the dissolution and winding up of the Company, and any such dissociation or withdrawal or attempted dissociation or withdrawal by a Shareholder before the dissolution or winding up of the Company shall be null and void abinitio. As soon as any Person who is a Shareholder ceases to hold any Shares, such Person shall no longer be a Shareholder.

Section 4.04 No Interest in Company Property. No real or personal property of the Company shall be deemed to be owned by any Shareholder individually, but shall be owned by, and title shall be vested solely in, the Company. Without limiting the foregoing, each Shareholder hereby irrevocably waives during the term of the Company any right that such Shareholder may have to maintain any action for partition with respect to the property of the Company.

Section 4.05 Certification of Shares. The Directors shall issue certificates to the Shareholders and shall record or cause to be recorded all issuances, exchanges, and other transactions in Shares involving the Shareholders in a ledger maintained as part of the books and records of the Company.

Section 4.06 Meetings.

(a) The regular Annual Meeting of the Shareholders shall be held as is set forth in the By-laws of the Company. Special meetings of the Shareholders regarding matters required to be submitted to the Shareholders under this Agreement may be called by (i) any of the Directors, or (ii) any Shareholder holding a Percentage Interest of ten percent (10%) or more.

(b) Written notice stating the place, date, and time of the meeting, the means of electronic video screen communication or Electronic Transmission by and to the Company, if any, and the general nature of the business to be transacted at the meeting, shall be delivered not fewer than five (5) days and not more than sixty (60) days before the date of the meeting to each Shareholder, by or at the direction of the Directors or the Shareholder(s) calling the meeting, as the case may be. The business to be conducted at such meeting shall be limited to the purposes described in the notice. The Shareholders may hold meetings at the Company’s principal office or at such other place, within or outside the State of Nevada, as the Director(s) or the Shareholder(s) calling the meeting may designate in the notice for such meeting.

(c) Any Shareholder may participate in a meeting of the Shareholders (i) using conference telephone or electronic video screen communication, if all Persons participating in the meeting can talk to and hear each other or (ii) by Electronic Transmission by and to the Company if the Company (1) implements reasonable measures to provide Shareholders, in person or by proxy, a reasonable opportunity to participate and vote, including an opportunity to read or hear the meeting’s proceedings substantially concurrently with the proceedings and (2) maintains a record of votes or other action taken by the Shareholders. Participation in a meeting by such means shall constitute presence in person at such meeting.

(d) On any matter that is to be voted on by the Shareholders, a Shareholder may vote in person or by proxy, and such proxy may be granted in writing signed by such Shareholder, using Electronic Transmission authorized by such Shareholder, or as otherwise permitted by Applicable Law. Every proxy shall be revocable in the discretion of the Shareholder executing it unless otherwise provided in such proxy; provided, that such right to revocation shall not invalidate or otherwise affect actions taken under such proxy before such revocation.

(e) Attendance of a Shareholder at any meeting shall constitute a waiver of notice of such meeting, except where a Shareholder attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Attendance of a Shareholder at a meeting is not a waiver of the Shareholder's right to object to consideration of matters required to be described in the notice for the meeting, if the Shareholder expressly objects to such consideration at the meeting.

Section 4.07 Action Without a Meeting. Notwithstanding the provisions of Section 4.06, any matter that is to be voted on by the Shareholders may be taken without a meeting by written consent signed and delivered (including by Electronic Transmission) to the Company by the Shareholders holding the requisite Percentage Interest for such matters had a meeting been taken. A record shall be maintained in the Company’s books and records by the Managing Directors of each such action taken by written consent of a Shareholder or the Shareholders.

Section 4.08 Shareholder Services.

(a) For so long as HCI and HSTI shall remain as Shareholders of the Company, HCI and HSTI shall, without limitation, perform or cause to be performed the following services for and on behalf of the Company and with such compensation as may be agreed to by HSTI and HCI:

(i) Product manufacturing and packaging shall be done by HCI. Initially the processing of the raw biomass shall be done by HSTI and subsequently it shall be done by HCI.

(ii) CRM management shall be done mutually by HCI and HSTI.

(iii) Product Development shall be done mutually by HCI and HSTI.

(iv) Direct to consumer fulfillment, wholesale and retail distribution shall be done by HSTI.

(v) All GAAP accounting services and auditing requirements including payment processing and income tax preparation shall be done mutually by HCI and HSTI.

(vi) Inventory Management and Hemp processing shall be done mutually by HCI and HSTI.

(vii) Research & Development and Intellectual Property shall be done mutually by HCI and HSTI.

(viii) Staff training and mentoring shall be done mutually by HCI and HSTI.

(ix) eCommerce shall be done mutually by HCI and HSTI.

(x) Trade show space and Marketing shall be done by HCI.

(xi) Kiosk Sales and placement shall be done by HCI.

(xii) Investor and Public Relations shall be done mutually by HCI and HSTI.

(xiii) Public Accounting, Audits and associated legal expenses shall be done mutually by HCI and HSTI.

(xiv) Online marketing and promotion shall be done mutually by HCI and HSTI.

(xv) Design and branding shall be done mutually by HCI and HSTI. -

(xvi) Brand Management and Development shall be done mutually by HCI and HSTI.

(xvii) Securing Trademarks shall be done mutually by HCI and HSTI.

(xviii) Social Media marketing specifications for brands shall be done by HCI.

(xviv) Sales and distribution into current distributors shall be done mutually by HCI and HSTI.

ARTICLE V

Allocations

Section 5.01 Distributions of Net Income and Net Loss to shareholders. For each Fiscal Year (or portion thereof), Net Income and Net Loss of the Company shall be transferred to the Retained Earnings account of the Company.

After considering further distributions for Federal and State Income Taxes, and after considering the balance of working capital that should be retained in the business, then the Directors will decide on the amount, if any, of the dividends that will be distributed to the Shareholders in accordance with their respective percentage interests.

ARTICLE VI

Section 6.01 Management of the Company. The Company shall be managed by a Board of Directors consisting of three (3) to seven (7) board members. Initially the Board of Directors shall have five (5) members. HCI will have the right to appoint two (2) of the initial board members and HSTI shall have the right to appoint two (2) of the initial board members. HCI and HSTI shall mutually agree upon the appointment of a fifth (5th) initial board member.

Subject to any other provisions to the contrary in this Agreement, the Directors shall have full and complete discretion to manage and control the business, property, activities, and affairs of the Company, to make all decisions affecting the business, property, activities, and affairs of the Company, and to take all such actions as they deem necessary or appropriate to accomplish the purposes of the Company set forth in Section 2.05. The actions of the Directors taken in accordance with the provisions of this Agreement shall bind the Company.

Section 6.02 Actions Requiring Supermajority Approval of Shareholders. Notwithstanding anything to the contrary contained herein, without the prior written consent of a Supermajority of the Shareholders, the Company or the Directors, on behalf of the Company, shall not, and shall not enter into any commitment to:

(a) amend, modify, or waive any provisions of the Articles of Incorporation;

(b) issue additional Shares or other debt or equity instruments or, except in connection with a Transfer of Shares that complies with the applicable provisions of ARTICLE VII and Section 4.01(b), admit additional Shareholders to the Company;

(c) enter into, amend, waive, or terminate any Related Party Agreement other than the entry into or the amendment of a Related Party Agreement that is on terms no less favorable to the Company than those that could be obtained from an unaffiliated third party (it being

understood and agreed by the Shareholders that any and all Related Party Agreements between the Company and HCI and/or any Affiliate thereof shall provide for the pass-through of HCI’s and/or such Affiliate’s costs to the Company without markup);

(d) enter into or effect any transaction or series of related transactions involving the purchase, lease, license, exchange, or other acquisition (including by merger, consolidation, acquisition of stock, or acquisition of assets) by the Company of any assets or equity interests of any Person, other than the license of assets in the ordinary course of business;

(e) enter into or effect any transaction or series of related transactions involving the sale, lease, license, exchange, or other disposition (including by merger, consolidation, sale of stock, or sale of assets) by the Company of any assets or equity interests, other the license of assets in the ordinary course of business; establish a Subsidiary or enter into any joint venture or similar business arrangement;

(f) settle any lawsuit, action, dispute, or other proceeding or otherwise assume any liability or agree to the provision of any equitable relief by the Company other than settlements which individually are for less than $10,000.00; provided, that if the lawsuit, claim, dispute, or other proceeding involves an indemnification claim pursuant to ARTICLE VII, such settlement shall also be approved in accordance with the terms of Section 8.01(c);

(g) change the number of Directors;

(h) create any incentive equity plan for employees and/or independent contractors;

(i) change the Business of the Company in any material way; or

(j) dissolve the Company.

Section 6.03 Budgets. At least sixty (60) days before the beginning of each Fiscal Year, the officers of HCI and HSTI shall jointly prepare and submit to the Directors for approval an annual business plan and budget for the Company through the Fiscal Year ending December 31 (a “Budget”).

Each Budget shall include detailed capital and operating expense budgets, cash flow projections (which shall include amounts and due dates of all projected calls for Additional Capital Contributions, if any) and profit and loss projections. The Directors shall operate the Company in accordance with the approved Budgets.

Section 6.04 Officers. The Directors may appoint individuals as officers of the Company (the “Officers”) as the Directors deem necessary or desirable to carry on the business of the Company and the Directors may delegate to such Officers such power and authority as they deem advisable. No Officer need be a Shareholder of the Company. Any individual may hold two or more offices of the Company. Each Officer shall hold office until his or her successor is designated by the Directors or until his or her earlier death, resignation, or removal. Any Officer may resign at any time on written notice to the Directors. Any Officer may be removed by the Directors for Cause at any time. A vacancy in any office occurring because of death, resignation,

removal, or otherwise, may, but need not, be filled by the Directors.

Section 6.05 Compensation. The Directors shall not be compensated for their services as Directors, but the Company shall reimburse the Directors upon written demand for any and all ordinary, necessary, and direct expenses incurred by the Directors on behalf of the Company in carrying out the Company’s business activities. All reimbursements for expenses shall be reasonable in amount and shall not exceed amounts set forth in the Budget for any Fiscal Year.

Section 6.06 Removal of Directors. Any Director may be removed by the disinterested Directors at any time For Cause. Following such removal, a successor Director shall be appointed by the unanimous vote of the Shareholders.

Section 6.07 Resignation of a Director. A Director may resign at any time by giving at least thirty (30) days’ prior written notice to the Company. Any such resignation shall be effective on receipt thereof unless it is specified to be effective at some other time or on the occurrence of some other event. The Company’s acceptance of a resignation shall not be necessary to make it effective. The resignation of a Director shall not affect its or its Affiliate’s rights as a Shareholder (if applicable) and shall not constitute a dissociation of any Shareholder. Following such resignation, a successor Director shall be appointed as provided in Section 6.06 above.

Section 6.08 Exclusivity. Any Shareholder and/or any Affiliate of a Shareholder may engage in or possess an interest in other business ventures (including without limitation in cannabidiol and/or cannabis product related ventures), unconnected with the Company and independently or with others. The Company shall not have any rights in or to any such independent venture or the income or profits therefrom by virtue of this Agreement. Notwithstanding the foregoing, no Shareholder nor any Affiliate of a Shareholder shall own, operate, have an interest in or render services for any business (other than the Company) that is involved in the sale of hemp smokable products and which is directly competitive with the Business. Notwithstanding the foregoing, HCI and HSTI shall be entitled to continue to be engaged in any and all of their current business activities and ventures.

Section 6.09 No Personal Liability. Except as otherwise provided in NRS, which gives protection against personal liability for company actions and expenditures provided that Directors and Officers make informed, independent decisions in the performance of their duties no Director nor any Shareholder will be obligated personally for any debt, obligation, or liability of the Company, whether arising in contract, tort, or otherwise, solely by reason of being or acting as a Director or Shareholder.

ARTICLE VII

Transfer

Section 7.01 General Restrictions on Transfer.

(a) No Shareholder shall Transfer all or any portion of its Shares in the Company without the written consent of the Directors and the other Shareholders. No Transfer of Shares to a Person not already a Shareholder of the Company shall be deemed completed until

the prospective Transferee is admitted as a Shareholder of the Company in accordance with Section 4.01(b) hereof.

(b) Each party to this Agreement will have the first right of refusal to purchase from the other joint venture partner, the other fifty percent (50%) of the shares of the company. Such purchase shall be made in accordance with the provisions of Section 7.02.

(c) Notwithstanding any other provision of this Agreement, each Shareholder agrees that it will not Transfer all or any portion of its Shares in the Company, and the Company agrees that it shall not issue any additional shares unless all of the Shareholders approve of such issuance.

Section 7.02 Involuntary Transfers.

(a) On the date of the occurrence of an Involuntary Transfer (“Transfer Event”), the Involuntary Transferee of such Shares shall thereupon become an Economic Interest Holder and shall not become, a Shareholder, unless admitted as a Shareholder pursuant to Section 4.01(b).On a Transfer Event, the Involuntary Transferee shall be deemed to have offered for sale, without any further action required, the entire Shares subject to the Involuntary Transfer(“Affected Shares”).

First, the Company shall have thirty (30) days from said date within which to elect to purchase some or all of the Affected Shares, and if the Company elects not to do so within said 30-day period, then the remaining Shareholders shall have thirty (30) days to elect to purchase their pro-rata share (based on their current Percentage Interest) of the Affected Shares. In the event that the exercise of any such election must be approved in any legal proceeding and such approval does not occur within the time periods set forth in this Section, such time periods shall be extended and tolled until fifteen (15) days after the date of any such approvals in order to permit the orderly exercise of such elections. The purchase price for such Affected Shares shall be Fair Market Value as of the Transfer Event.

(b) In the event that the Company and the remaining Shareholders elect not to purchase some or all of the Affected Shares in accordance with this Section 7.02(a),the Involuntary Transferee of the portion of such Shares that is not purchased shall hold such portion of such Shares solely as an Economic Interest holder and shall been titled to the Economic Interest derived from such Shares, but not to any other rights of ownership of such Shares.

Section 7.03 Determination of Fair Market Value. Each of the selling and purchasing parties shall use best efforts to determine the Fair Market Value of the Shares offered for sale under Section 7.02. If the parties are unable to agree thereon, then each party shall appoint an appraiser within thirty (30) days of purchaser’s election to purchase such Shares (“Appointment Period”). The two appraisers shall elect a third appraiser within fifteen (15) days of the last day of the Appointment Period who shall determine the Fair Market Value of the Shares being purchased, and the average of the two appraisals which are nearest to each other will be the Fair Market Value of the Shares.

The costs of each of the first two appraisers will be paid by the Shareholder who

appointed the appraiser, and the costs of the third appraiser will be paid by the Company. Said determination shall be final and binding on the parties. All appraisers selected will be qualified and will be individuals with the “Accredited in Business Valuation” credential of the American Institute of Certified Public Accountants or the “Accredited Senior Appraiser” designation of the American Society of Appraisers.

ARTICLE VIII

Indemnification

Section 8.01Covered Persons.

(a) Covered Persons. As used herein, the term “Covered Person” shall mean (i) each Shareholder, (ii) each Director, (iii) each Officer, Shareholder, Manager, Affiliate, employee, agent, or Representative of each Shareholder and of each Director, and each of the irrespective Affiliates, and (iv) each Officer, employee, agent, or Representative of the Company.

(b) Indemnification. To the fullest extent permitted under the NRS(after waiving all NRS restrictions on indemnification other than those which cannot be eliminated or modified under the NRS), as the same now exists or may hereafter be amended, substituted, or replaced (but, in the case of any such amendment, substitution, or replacement, only to the extent that such amendment, substitution, or replacement permits the Company to provide broader indemnification rights than NRS permitted the Company to provide before such amendment, substitution, or replacement), the Company shall indemnify, hold harmless, defend, pay, and reimburse any Covered Person against any and all losses, claims, damages, judgments, fines, or liabilities, including reasonable legal fees or other expenses incurred in investigating or defending against such losses, claims, damages, judgments, fines, or liabilities, and any amounts expended in settlement of any claims (collectively, “Losses”) to which such Covered Person may become subject by reason of:

(i) any act or omission or alleged act or omission performed or omitted to be performed on behalf of the Company, any Shareholder, any Director, any Officer, or any of their respective direct or indirect Subsidiaries in connection with the business of the Company; or

(ii) such Covered Person being or acting in connection with the business of the Company as a Shareholder, Director, Affiliate, Director, Shareholder, officer, employee, agent, or Representative of the Company, any Shareholder, any Director, or any of their respective Affiliates, or such Covered Person serving or having served at the request of the Company as a Shareholder, Director, officer, employee, agent, or Representative of any Person including the Company; provided, that such Loss did not arise from (1) the Covered Person’s conduct involving bad faith, willful or intentional misconduct, or a knowing violation of law, (2) a transaction from which such Covered Person derived an improper personal benefit, (3) a circumstance under which the liability provisions for improper distributions of the NRS are applicable, or (4) a breach of such Covered Person’s fiduciary duties or obligations under the NRS.

(b) Control of Defense. On a Covered Person’s discovery of any claim, lawsuit, or

other proceeding relating to any Losses for which such Covered Person may be indemnified pursuant to this Section 8.01, the Covered Person shall give prompt written notice to the Company of such claim, lawsuit, or proceeding; provided, that the failure of the Covered Person to provide such notice shall not relieve the Company of any indemnification obligation under this Section 9.01, unless the Company shall have been materially prejudiced thereby. Subject to the approval of the holders of the Majority of the Shares held by the disinterested Shareholders, the Company shall be entitled to participate in or assume the defense of any such claim, lawsuit, or proceeding at its own expense. After notice from the Company to the Covered Person of its election to assume the defense of any such claim, lawsuit, or proceeding, the Company shall not be liable to the Covered Person under this Agreement or otherwise for any legal or other expenses subsequently incurred by the Covered Person in connection with investigating, preparing to defend, or defending any such claim, lawsuit, or other proceeding. If the Company does not elect (or fails to elect) to assume the defense of any such claim, lawsuit, or proceeding, the Covered Person shall have the right to assume the defense of such claim, lawsuit, or proceeding as it deems appropriate, but it shall not settle any such claim, lawsuit, or proceeding without the consent of the holders of the Majority of the Shares held by the disinterested Shareholders (which consent shall not be unreasonably withheld, conditioned, or delayed).

(c) Reimbursement. The Company shall promptly reimburse (or advance to the extent reasonably required) each Covered Person for reasonable legal or other expenses (as incurred) of such Covered Person in connection with investigating, preparing to defend, or defending any claim, lawsuit, or other proceeding relating to any Losses for which such Covered Person may be indemnified pursuant to this Section 8.01; provided, that if it is finally judicially determined that such Covered Person is not entitled to the indemnification provided by this Section 8.01, then such Covered Person shall promptly reimburse the Company for any reimbursed or advanced expenses.

(d) Entitlement to Indemnity. The indemnification provided by this Section 8.01 shall not be deemed exclusive of any other rights to indemnification to which those seeking indemnification may be entitled under any agreement or otherwise. The provisions of this Section 9.01 shall continue to afford protection to each Covered Person regardless of whether such Covered Person remains in the position or capacity pursuant to which such Covered Person became entitled to indemnification under this Section 8.01 and shall inure to the benefit of the executors, administrators, legatees, and distributees of such Covered Person.

(e) Insurance. To the extent available on commercially reasonable terms, the Company may purchase, at its expense, insurance (i) to cover Losses covered by the indemnification provisions contained in this ARTICLE VIII, and (ii) to otherwise cover Losses for any breach or alleged breach by any Covered Person of such Covered Person’s duties whether or not covered by the foregoing indemnifications, in each case, in such amount and with such deductibles as the Directors may reasonably determine; provided, that the failure to obtain such insurance shall not affect the right to indemnification of any Covered Person under the indemnification provisions contained in this ARTICLE VIII, including the right to be reimbursed or advanced expenses or otherwise indemnified for Losses hereunder. If any Covered Person recovers any amounts in respect of any Losses from any insurance coverage, then such Covered Person shall, to the extent that such recovery is duplicative, reimburse the Company for any amounts previously paid to such Covered Person by the Company in respect of such Losses.

(f) Funding of Indemnification Obligation. Notwithstanding anything contained herein to the contrary, any indemnity by the Company relating to the matters covered in this Section 8.01 shall be provided out of and to the extent of Company assets only, and no Shareholder (unless such Shareholder otherwise agrees in writing) shall have personal liability on account thereof or shall be required to make additional Capital Contributions to help satisfy such indemnity by the Company.

(g) Savings Clause. If this Section 8.01 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Covered Person pursuant to this Section 8.01 to the fullest extent permitted by any applicable portion of this Section 8.01 that shall not have been invalidated and to the fullest extent permitted by Applicable Law.

(h) Amendment. The provisions of this Section 8.01 shall be a contract between the Company, on the one hand, and each Covered Person who served in such capacity at any time while this Section 8.01 is in effect, on the other hand, pursuant to which the Company and each such Covered Person intend to be legally bound. No amendment, modification, or repeal of this Section 8.01 that adversely affects the rights of a Covered Person to indemnification for Losses incurred or relating to a state of facts existing before such amendment, modification, or repeal shall apply in such a way as to eliminate or reduce such Covered Person’s entitlement to indemnification for such Losses without the Covered Person’s prior written consent.

Section 8.02 Survival. The provisions of this ARTICLE VIII shall survive the dissolution, liquidation, winding up, and termination of the Company.

ARTICLE IX

Accounting; Inspection Rights; Tax Matters

Section 9.01 Financial Statements. The Company shall furnish to each Shareholder the following reports:

(a) Annual Financial Statements. As soon as available, and in any event within 90days after the end of each Fiscal Year, unaudited balance sheets of the Company as of the end of each such Fiscal Year and unaudited statements of income, cash flows, and Shareholders’ equity for such Fiscal Year. These financial statements will be prepared on an accrual basis and in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States.

(b) Quarterly Financial Statements. As soon as available, and in any event within 45 days after the end of each quarterly accounting period in each Fiscal Year (other than the last fiscal quarter of the Fiscal Year), unaudited balance sheets of the Company as of the end of each such fiscal quarter and for the current Fiscal Year to date and unaudited statements of income, cashflows, and Shareholders' equity for such fiscal quarter and for the current Fiscal Year to date.

Section 9.02 Inspection Rights. Upon reasonable notice from a Shareholder, the Company shall afford the Shareholder and each of its respective Representatives access during

normal business hours to (i) the Company’s properties, offices, and other facilities, (ii) the corporate, financial, and similar records, reports, and documents of the Company, including, without limitation, all books and records, minutes of proceedings, internal management documents, reports of operations, reports of adverse developments, copies of any management letters, and communications with Shareholders (including the Directors), and permit the Shareholder or and each of its respective Representatives to examine such documents and make copies thereof, and (iii) any Officers, senior employees, and public accountants of the Company, and afford the Shareholder and each of its respective Representatives the opportunity to discuss and advise on the affairs, finances, and accounts of the Company with such Officers, senior employees, and public accountants (and the Company hereby authorizes said accountants and other Persons to discuss with such Shareholder and its Representatives such affairs, finances, and accounts); in each case, to the extent such information is for a purpose reasonably related to the Shareholder’s interest as a Shareholder.

Section 9.03 Income Tax Status. It is the intent of the Company and the Shareholders that the Company shall be treated as “C” corporation for federal, state, and local income tax purposes.

Section 9.04 Tax Returns. At the expense of the Company, the Directors (or any Officer that it may designate pursuant to Section 6.04) shall endeavor to cause the preparation and timely filing (including extensions) of all tax returns required to be filed by the Company pursuant to the Code as well as all other required tax returns in each jurisdiction in which the Company owns property or does business.

Section 9.05 Company Funds. All funds of the Company shall be deposited in its name, or in such name as may be designated by the Directors, in such checking, savings, or other accounts, or held in its name in the form of such other investments as shall be designated by the Directors. The funds of the Company shall not be commingled with the funds of any other Person. All withdrawals of such deposits or liquidations of such investments by the Company shall be made exclusively on the signature or signatures of such Officer or Officers as the Directors may designate.

ARTICLE X

Dissolution and Liquidation

Section 10.01 Events of Dissolution. The Company shall be dissolved and its affairs wound up only on the occurrence of any of the following events:

(a) An election to dissolve the Company made by the Directors;

(b) The sale,exchange,involuntary conversion, or other disposition or Transfer of all or substantially all the assets of the Company;

(d) The entry of a decree of judicial dissolution under the NRS.

(e) The reduction of sales and/or net profits below a pre-determined level agreed upon, in writing, by all of the Directors prior to the commencement of business. Measurement will be on a cumulative basis but in any event such determination will not be made within the first twelve (12) months of operations.

Section 10.02 Effectiveness of Dissolution. Dissolution of the Company shall be effective on the day on which the event described in Section 10.01 occurs. On the occurrence of an event described in Section 10.01, the Liquidator (or, in the case of a dissolution pursuant to Section 10.01(d), the Persons conducting the winding up of the Company’s affairs pursuant to the N) shall commence the wind up of the Company and the distribution of the assets of the Company as provided in Section 10.03 and shall thereafter file articles of dissolution with the Nevada Secretary of State pursuant to the NRS.

Section 10.03 Liquidation. If the Company is dissolved pursuant to Section 10.01, the Company shall be liquidated and its business and affairs wound up in accordance with the NRS and the following provisions:

The Directors shall act as liquidator to wind up the Company (the “Liquidator”). The Liquidator shall have full power and authority to sell, assign, and encumber any or all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner.

Notice of Liquidation. The Liquidator (or other Persons winding up the affairs of the Company pursuant to Section 10.02) shall give written notice of the commencement of winding up by mail to all known creditors and claimants whose addresses appear on the records of the Company.

(a) Accounting. As promptly as possible after dissolution and again after final liquidation, the Liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable.

(b) Distribution of Proceeds. The Liquidator shall liquidate the assets of the Company and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law:

(i) First, to the payment of all of the Company’s known debts and liabilities (including any debts and liabilities to Shareholders who are creditors, if applicable) and the expenses of liquidation (including sales commissions incident to any sales of assets of the Company);

(ii) Second, to the establishment of and additions to reserves that are determined by the Liquidator to be reasonably necessary for any contingent unknown liabilities or obligations of the Company; and

(iii) Third, to the Shareholders, on a pro-rata basis, in accordance with the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments for the taxable year of the Company during which the liquidation of the Company occurs.

(c) Discretion of Liquidator. Notwithstanding the provisions of Section 10.03(d) that require the liquidation of the assets of the Company, but subject to the order of priorities set forth in Section 10.03(d), if on dissolution of the Company the Liquidator reasonably determines that an immediate sale of part or all of the Company’s assets would be impractical or could cause undue loss to the Shareholders, the Liquidator may defer the liquidation of any assets except those necessary to satisfy Company liabilities and reserves, and may distribute to the Shareholders, in lieu of cash, as tenants in common and in accordance with the provisions of Section 10.03(d), undivided interests in such Company assets as the Liquidator deems not suitable for liquidation. Any such distribution in kind shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operating of such properties at such time. For purposes of any such distribution, any property to be distributed will be valued at its Fair Market Value.

Section 10.04 Cancellation of Foreign Qualifications. On completion of the distribution of the assets of the Company as provided in Section 10.03(d) hereof, the Liquidator shall file Articles of Dissolution with the Nevada Secretary of State and shall cause the cancellation of all qualifications and registrations of the Company as a foreign corporation in jurisdictions other than the State of Nevada and shall take such other actions as may be necessary to terminate the Company.

Section 10.05 Survival of Rights, Duties, and Obligations. Dissolution, liquidation, winding up, or termination of the Company for any reason shall not release any party from any Loss that at the time of such dissolution, liquidation, winding up, or termination already had accrued to any other party or thereafter may accrue in respect of any act or omission before such dissolution, liquidation, winding up, or termination. For the avoidance of doubt, none of the foregoing shall replace, diminish, or otherwise adversely affect any Shareholder’s right to indemnification pursuant to ARTICLE IX.

Section 10.06 Recourse for Claims. Each Shareholder shall look solely to the assets of the Company for all distributions with respect to the Company, and shall have no recourse therefor (upon dissolution or otherwise) against the Liquidator or any other Shareholder.

ARTICLE XI

Miscellaneous

Section 11.01 Expenses. Except as otherwise expressly provided herein, all costs and expenses, including fees and disbursements of counsel, financial advisors, and accountants, incurred in connection with the preparation and execution of this Agreement, or any amendment or waiver hereof, and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

Section 11.02 Further Assurances. In connection with this Agreement and the transactions contemplated hereby, the Company and each Shareholder hereby agrees, at the request of the Company or any other Shareholder, to execute and deliver such additional documents, instruments, conveyances, and assurances and to take such further actions as may be required to carry out the provisions hereof and give effect to the transactions contemplated hereby and to operate the Business in accordance with Applicable Law.

Section 11.03 Confidentiality.

(a) Each Shareholder acknowledges that during the term of this Agreement, it will have access to and become acquainted with trade secrets, proprietary information, and confidential information belonging to the Company and its Affiliates that are not generally known to the public, including, but not limited to, customer information, manufacturing information, regulatory information, financial statements, vendor information, employee information and other information provided pursuant to this Agreement, operating practices and methods, expansion plans, strategic plans, marketing plans, contracts, customer lists, or other business documents that the Company treats as confidential, in any format whatsoever(including oral, written, electronic, or any other form or medium) (collectively, “Confidential Information”). In addition, each Shareholder acknowledges that (i) the Company has invested, and continues to invest, substantial time, expense, and specialized knowledge in developing its Confidential Information, (ii) the Confidential Information provides the Company with a competitive advantage over others in the market place, and (iii) the Company would be irreparably harmed if the Confidential Information were disclosed to competitors or made available to the public. Without limiting the applicability of any other agreement to which any Shareholder is subject, no Shareholder shall, directly or indirectly, disclose or use (other than solely for the purposes of such Shareholder monitoring and analyzing its investment in the Company and carrying out its obligations to the Company) including, without limitation, use for personal, commercial, or proprietary advantage or profit, either during its association with the Company or thereafter, any Confidential Information of which such Shareholder is or becomes aware. Each Shareholder in possession of Confidential Information shall take all appropriate steps to safeguard such information and to protect it against disclosure, misuse, espionage, loss, and theft.

(b) Nothing contained in Section 11.03 (a) shall prevent any Shareholder from disclosing Confidential Information (i) on the order of any court or administrative agency, (ii) on the request or demand of any regulatory agency or authority having jurisdiction over such Shareholder, (iii) to the extent compelled by legal process or required or requested pursuant to subpoena, interrogatories, or other discovery requests, (iv) to the extent necessary in connection with the exercise of any remedy hereunder, (v) to any other Shareholder, the Directors, or the Company, or (vi) to such Shareholder’s Representatives who, in the reasonable judgment of such Shareholder, need to know such Confidential Information and agree to abide by the provisions of this Section 11.03 as if a Shareholder; provided, that in the case of clause (i), (ii), or (iii), such Shareholder shall notify the Company and other Shareholders of the proposed disclosure as far in advance of such disclosure as practicable (but in no event make any such disclosure before notifying the Company and other Shareholders) and use reasonable efforts to ensure that any Confidential Information so disclosed is accorded confidential treatment satisfactory to the Company, when and if available.

(c) The restrictions of Section 11.03 (a) shall not apply to Confidential Information that (i) is or becomes generally available to the public other than as a result of a disclosure by a Shareholder in violation of this Agreement, (ii) is or has been independently developed or conceived by such Shareholder without use of Confidential Information, or (iii) becomes available to such Shareholder or any of its Representatives on a non-confidential basis from a source other than the Company, the other Shareholders, or any of their respective Representatives; provided, that such source is not known by the receiving Shareholder to be bound by a confidentiality agreement regarding the Company.

(d) The obligations of each Shareholder under this Section 11.03 shall survive (i) the termination, dissolution, liquidation, and winding up of the Company, (ii) the termination of such Shareholder from the Company in accordance with the provisions of this Agreement and (iii) such Shareholder's Transfer of its Shares.

Section 11.04 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given (i) when delivered by hand (with written confirmation of receipt), (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), (iii) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient, or (iv) on the third (3^rd^) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11.04).

If to the Company:

Organipure, Inc.

1495 Ridgeview Drive, Suite 230A

Reno, NV 89519

Attention: Gregg W. Koechlein

E-mail: gkoechlein@high-sierra.com

Attention: Sandro Piancone

E-mail: sandro@hempaccoinc.com

with a copies to:

Brunson, Chandler and Jones

175 S. Main Street, 14^th^ Floor

Salt Lake City, UT 84111

E-mail: lance@bcjlaw.com

Attention: Lance Brunson, Esq.

and

Gregg W. Koechlein, Esq.

2560 Greensboro Drive

Reno, NV 89509

E-Mail: gkoechlein@synergsm.com

If to HSTI:

High Sierra Technologies, Inc.

1495 Ridgeview Drive, Suite 230A

Reno, NV 89519

E-mail: gkoechlein@high-sierra.com

Attention: Gregg W. Koechlein

with a copy to:

GreggW. Koechlein, Esq.

2560 Greensboro Drive

Reno, NV 89509

E-Mail: gkoechlein@synergsm.com

If to HCI:

Hempacco Co., Inc.

9925 Airway Road

Sand Diego, CA 92154

E-mail: sandro@hempaccoinc.com

Attention: Sandro Piancone

with a copy to:

Brunson, Chandler and Jones

175 S. Main Street, 14^th^ Floor

Salt Lake City, UT 84111

E-mail: lance@bcjlaw.com

Attention: Lance Brunson, Esq.

Section 11.05 Headings. The headings in this Agreement are inserted for convenience or reference only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision of this Agreement.

Section 11.06 Severability. If any term or provision of this Agreement is held to be invalid, illegal, or unenforceable under Applicable Law in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Except as provided in this Agreement, on such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this

Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 11.07 Entire Agreement. This Agreement, together with the Articles of Organization and all related Exhibits and Schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, records, representations, and warranties, both written and oral, whether express or implied, with respect to such subject matter.

Section 11.08 Successors and Assigns. Subject to the restrictions on Transfers set forth herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, and permitted assigns. This Agreement may not be assigned by any Shareholder except as permitted by this Agreement and any assignment in violation of this Agreement shall be null and void ab initio.

Section 11.09 No Third-Party Beneficiaries. Except as provided in ARTICLE VIII, which shall be for the benefit of and enforceable by Covered Persons as described therein, this Agreement is for the sole benefit of the parties hereto (and their respective heirs, executors, administrators, successors, and permitted assigns) and nothing herein, express or implied, is intended to or shall confer upon any other Person, including any creditor of the Company, any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

Section 11.10 Amendment. Except as otherwise provided by this Agreement, no provision of this Agreement may be amended or modified except by an instrument in writing executed by all of the Shareholders. Any such written amendment or modification will be binding upon the Company and each Shareholder. Notwithstanding the foregoing, amendments to the Shareholders Schedule following any new issuance, redemption, repurchase, or Transfer of Shares in accordance with this Agreement may be made by the Directors without the consent of or execution by the Shareholders.

Section 11.11 Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise,or delay in exercising, any right,remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege here under preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. For the avoidance of doubt, nothing contained in this Section 11.11 shall diminish any of the explicit and implicit waivers described in this Agreement, including in hereof.

Section 11.12 Governing Law. All issues and questions concerning the application, construction, validity, interpretation, and enforcement of this Agreement shall be governed by

and construed in accordance with the internal laws of the State of Nevada, without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Nevada.

Section 11.13 Submission to Jurisdiction. The parties hereby agree that any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, whether in contract, tort, or otherwise, shall be brought:(1) in the case of HSTI being the Plaintiff, then in the United States District Court for the State of Nevada, Northern District or, the courts of the State of Nevada sitting in Washoe County and any appellate court from any thereof using the Laws of the State of Nevada without regard to its conflicts of laws principals, and that any cause of action arising out of this Agreement brought by HSTI shall be deemed to have arisen from a transaction of business in the State of Nevada or (2) in the case of HCI being the Plaintiff, then in the United States District Court for the State of California, Southern District or, the courts of the State of California sitting in San Diego County and any appellate court from any there of using the Laws of the State of California without regard to its conflicts of laws principals, and that any cause of action arising out of this Agreement brought by HCI shall be deemed to have arisen from a transaction of business in the State of California. Each of the parties hereby irrevocably consents to the jurisdiction of such courts in any such suit, action, or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action, or proceeding in any such court or that any such suit, action, or proceeding that is brought in any such court has been brought in is an in convenient forum. Service of process, summons, notice, or other document by registered mail to the address set forth in Section 11.04 shall be effective service of process for any suit, action, or other proceeding brought in any such court.

Section 11.14 Equitable Remedies. Each party hereto acknowledges that a breach or threatened breach by such party of any of its obligations under this Agreement would give rise to irreparable harm to the other parties, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, each of the other parties hereto shall, in addition to any and all other rights and remedies that may be available to them in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).

Section 11.15 Attorneys’ Fees. If any party hereto institutes any legal suit, action, or proceeding, including arbitration, against another party in respect of a matter arising out of or relating to this Agreement, the prevailing party in the suit, action, or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action, or proceeding, including reasonable attorneys' fees and expenses and court costs.

Section 11.16 Remedies Cumulative. The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise, except to the extent expressly provided herein to the contrary.

Section 11.17 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of Electronic Transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Section 11.18 Conflicts. In the event of any conflict between this Agreement and the By-Laws of the Company, the terms and provisions of this Agreement shall be deemed to be controlling.

Section 11.19 First Refusal Rights. In the event that either party to this Agreement receives an offer to purchase all, or the majority, of its shares of common stock, then the other party shall have a right of first refusal to match any such offer. The party receiving any such offer shall notify the other party within ten (10) business days of its receipt of any such offer. The other party shall then have twenty (20) business days following the receipt of such notice to indicate whether or not it intends to exercise its First Refusal Rights.

IN WITNESS WHEREOF, the Company and the Shareholders have signed this Joint Venture Agreement of Organipure, Inc. as of the Effective Date.

COMPANY:

Organipure, Inc.,

a Nevada Corporation

By: /s/ Vincent C. Lombardi

Name: Vincent C. Lombardi

Title: Co-President

By: /s/ Sando Piancone

Name: Sando Piancone

Title: Co-President

SHAREHOLDERS:

High Sierra Technologies, Inc.

A Nevada Corporation

By: /s/ Vincent C. Lombardi

Name: Vincent C. Lombardi

Title: President

Hempacco Co., Inc.

A Nevada Corporation

By: /s/ Sandro Piancone

Name: Sandro Piancone

Title: President

SCHEDULE A

SHAREHOLDERS SCHEDULE

Shareholder Name	Capital Contribution	Percentage of Shares
Hempacco Co., Inc.	Initial cash of $1,000.00 and subsequent contributions as needed, IP Licensing, Services and Know-How	50%
High Sierra Technologies, Inc.	Initial cash of $1,000.00 and subsequent contributions as needed, IP Licensing,<br> Services and Know-How	50%

HEMP SMOKABLES MANUFACTURING AGREEMENT

This Hemp Smokables Manufacturing Agreement (the "Agreement") is made as of November 17, 2022 (the "Effective Date"), by and between Hempacco Co., Inc. a duly formed and validly existing corporation under the laws of the State of Nevada with its principal place of business located at 9925 Airway Road San Diego CA, 92154 ("Hempacco"), and Organipure, Inc. a corporation duly formed and validly existing under the laws of the State of Nevada, with its principal office located at 1495 Ridgeview Drive, Suite 230A, Reno, NV 89519 ("Organipure"). As used herein, the term "Party" shall mean either Hempacco or Organipure and the term "Parties" shall collectively mean Hempacco and Organipure.

WHEREAS, Hempacco produces various types of Hemp Smokables in a factory located at 9925 Airway Road San Diego CA, 92154, United States of America (the "Factory”);

WHEREAS, Organipure is the licensee of certain patents and patent applications specified on Exhibit “A” to this Agreement;

WHEREAS, Hempacco is the owner or licensee of certain patents and patent applications specified on Exhibit “B” to this Agreement;

WHEREAS, Organipure is the owner, or assignee, of certain trademarks, both registered and common law, and package designs specified on Exhibit “C” to this Agreement;

WHEREAS, Organipure desires to engage and license Hempacco to be the worldwide manufacturer and supplier of Hemp Smokables pursuant to this Agreement for the worldwide offering and sale of Hemp Smokables subject to the terms and conditions of this Agreement; and

WHEREAS, Hempacco is willing to manufacture Hemp Smokables for Organipure as specified on Exhibit “D” to this Agreement and for the worldwide offering and sale of such Hemp Smokables all subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound do hereby agree as follows:

DEFINITIONS, INCORPORATION BY REFERENCE

The introductory paragraphs of this Agreement are hereby incorporated into this Agreement as if fully set forth herein. Except as otherwise specifically required by the context, the following terms shall have the respective meanings as hereinafter set forth in this Section 1.

"Hempacco Price" shall mean the then-current price, FOB Hempacco’s loading dock, which Hempacco charges Organipure for the Products established in accordance with Section 7.1 hereof.

“Patents” shall mean all Patents and Patent Application as set forth on Exhibit “A” or “B” hereto.

"Product" or "Products" shall mean all Hemp Smokables using the Patents as produced by Hempacco for Organipure as set forth on Exhibit A hereto and manufactured in accordance with the specifications previously approved by Organipure.

"Trademarks" shall mean the trademarks and the registrations for the Products as owned or licensed by Organipure, as shown on Exhibit “C” to this Agreement.

SUPPLY OF THE PRODUCT

2.1. General. During the Term of this Agreement, the Products shall be manufactured by Hempacco for Organipure according to the specifications set forth in this Agreement, in a quantity, at a price, and over the period of time as set forth in this Agreement and the Exhibits hereto.

PRODUCT DESCRIPTION AND QUALITY

3.1. Product Varieties. The Product varieties are shown on Exhibit “D” hereto, which may be amended from time to time by mutual written agreement of the parties.

3.2. Product Specifications and Packaging. The Products shall always be manufactured and supplied by Hempacco in accordance with the specifications set forth in Exhibit “D” hereto. These specifications may be amended from time to time by mutual written agreement of the parties. Hempacco and Organipure will provide the items listed in the specifications set forth in Exhibit “D” hereto for Hempacco to assemble and manufacture the Products for Organipure under this Agreement. Organipure shall provide, at its sole cost, in a timely manner to Hempacco all items specified in Exhibit “D” hereto. Organipure shall obtain the items listed in Exhibit “D” hereto from a supplier that is approved by Hempacco. Hempacco shall have the right of final approval of all packaging and designs of the Products to be made by Hempacco under this Agreement. Organipure shall be responsible and solely liable for all Product packaging and labeling being in conformity with all applicable laws, rules and regulations in the United States of America.

3.3. Defects. Hempacco shall comply with all applicable laws, rules and regulations in the manufacturing of the Products by Hempacco at the Factory, with Hempacco being responsible only for defects in the manufacture of the Products by Hempacco. The Products shall be produced by Hempacco without any material manufacturing defects at the time that the Products are released by Hempacco at the Factory loading dock to the transportation company selected by Organipure. Hempacco shall cause the Products to be packaged and labeled in accordance with Organipure’s written instructions.

PATENT LICENSE

4.1. Use of Patents Grant of License. Organipure represents and warrants to Hempacco that Organipure is and shall always be during the Term of this Agreement, the licensee of all rights, titles, and interests in and to the Organipure Patents as are set forth in Exhibit “A” hereto. Organipure hereby grants to Hempacco the right and license to use the Organipure Patents in connection with Hempacco’s

manufacture and supply of the Products to Organipure by way of that certain Patent License Agreement dated and effective as of November 17, 2022. The parties agree that immediately following the expiration or termination of this Agreement, all rights of Hempacco to use the Organipure Patents shall cease.

Hempacco represents and warrants to Organipure that Hempacco is and shall always be during the Term of this Agreement, the licensee of all rights, titles, and interests in and to the Hempacco Patents as are set forth in Exhibit “B” hereto. Hempacco has granted Organipure a non-exclusive right and license to use the Hempacco Patents in connection with the manufacture, supply and sale of the Products by way of that certain Patent License Agreement dated and effective as of November 17, 2022. The parties agree that immediately following the expiration or termination of this Agreement, Hempacco shall retain all rights of Hempacco to use the Hempacco Patents, and all rights of Orgainpure to use the Hempacco Patents shall cease.

5. TRADEMARK LICENSE

5.1 Use of Trademarks, Grant of License. Organipure represents and warrants to Hempacco that Orgainpure is and shall always be during the Terms of this Agreement the owner of all rights, titles and interests in and to the Trademarks as are set forth in Exhibit “C” hereto. At such time as Organipure has acquired trademark rights, Organipure shall grant Hempacco the right and license to use the such Trademarks in connection with Hempacco’s manufacture and supply of the Products to Organipure by way of a Trademark License Agreement to be executed by the parties at such time as Organipure has acquired trademark rights. The parties agree that immediately following the expiration or termination of this Agreement, all rights of Hempacco to use the trademarks shall cease. The parties hereto expressly understand and agree that, as of the date hereof, Organipure owns no trademarks or trademark applications. However, Organipure expressly covenants and agrees to give Hempacco any all rights related to trademarks as are set forth herein immediately upon Organipure having any such rights.

6. OBLIGATIONS OF ORGANIPURE

6.1 In addition to all other provisions of this Agreement, during the Term of this Agreement, Organipure shall:

(a) shall be solely responsible for and shall pay all applicable duties, fees, costs, tariffs, excise taxes and any other taxes and/or any other amounts of any type required to be paid with respect to the Products;

(b) shall be solely responsible for all amounts related to the pick-up, shipment, transportation, insuring, warehousing, storage, marketing, offering, selling, and distributing of the Products;

(c) shall, at its sole cost and expense, apply for and obtain all necessary and/or appropriate certifications, regulatory and government approvals;

(d) shall take all actions to meet industry standards and required quality standards, and obtain all necessary approvals, licenses, permits, clearances, consents and releases (collectively, "Consents") permitting it to use any material depicted, or referred to, in the materials submitted to Hempacco, with Organipure being solely responsible for determining which licenses, clearances, consents and releases must be obtained;

(e) Organipure shall, at its sole cost and expense, at all times comply with all government laws and regulations;

(f) Organipure shall be solely liable and responsible for all amounts relating to any claim, liability and/or other matter, including but not limited to any health-related matter and/or personal injury matter, relating to the manufacture, offer, sale and/or use of the Products (other than defects in the manufacture of the Products by Hempacco), including but not limited to Organipure fully and completely indemnifying Hempacco and its affiliates from any all such claims, liabilities and/or other matters;

(g) Organipure shall take all actions to register the trademarks and package designs of the Products in the United States of America as shown by the evidence of such registrations as attached to Exhibit “C” hereto, which exhibit will be updated from time to time by Organipure as and when such registrations are obtained by Organipure, which must occur prior to the release of any Products from the Factory for the United States of America; and Products in the United States of America in which such Trademarks have not been registered in the United States of America before any Products are released from the Factory for the United States of America.

6.2 Nothing in this Agreement shall restrict Hempacco in any way whatsoever from being free and unrestricted to make and sell any Hemp Smokables and/or any other Hemp products to any other person and/or entity in any country or location in the world.

7. PRICE AND PRICE CHANGES

7.1. Hempacco Price. Except as otherwise provided herein, the Hempacco Price which it charges Organipure for the Products shall be as set forth in Exhibit “D” and will remain fixed for the first six (6) months after the Effective Date of this Agreement; provided, however, that notwithstanding the foregoing:

(a) If there is a new, or additional, tax or fee imposed by a governmental or regulatory agency at any time during the Term of this Agreement, then Hempacco will promptly notify Organipure and when the new fee/tax/cost becomes effective, then Hempacco will adjust the price per carton of the Products to reflect said change in the fee/tax/cost as of the effective date of such new fee/tax/cost.

(b) At any time after the expiration of the first six (6) months after the Effective Date of this Agreement, then Hempacco may change the Hempacco Price after thirty (30) days written notice to Organipure.

(c) At any time that Organipure changes, increases or upgrades the colors, packaging, printing, components or Hemp relating to the Products, then Hempacco may change the Hempacco Price prior to Hempacco making any such changes, increases or upgrades.

(d) In the event of any cost increases at any time in any Hemp or raw materials that may occur to Hempacco, then Hempacco will notify Organipure. of the cost increase and the parties shall negotiate changes to the Hempacco Prices based on the facts and circumstances. If the parties do not agree on new

Hempacco Prices before the last business day immediately preceding the effective date of any such cost increase, then Hempacco may change the Price as a result of the change in costs.

7.2. Invoicing/Payment Terms. Except as provided in Section 7.1 of this Agreement, all invoices shall be billed by Hempacco to Organipure. at the Hempacco Price then in effect at the time that Hempacco accepts and confirms the purchase order which relates to the Products that are the subject of the applicable invoice.

(a) Hempacco will confirm in writing and either accept, reject or notify Organipure of any required change in each purchase order within three (3) business days after receipt of each purchase order from Organipure. Each purchase order submitted by Organipure to Hempacco during the Term of this Agreement shall be in a format and contain information that is acceptable to Hempacco. In the event Hempacco does not confirm and accept any particular purchase order within such period of five (5) business days, then Organipure will contact Hempacco to confirm the status of such purchase order.

(b) All invoices are payable by Organipure to Hempacco as follows: (i) the payment terms for all invoices to be generated hereunder shall be net thirty (30) days or such other terms as the parties by agree to and (ii) the total amount of the final invoice due with respect to the total amount of such purchase order shall be paid by Organipure to Hempacco within thirty (30) business days after Hempacco gives written notice to Organipure that the Products that are the subject of such purchase order are ready for pickup at the Factory.

(c) Prior to the release of the Products by Hempacco from the Factory, Organipure shall also have the duty to promptly provide to Hempacco all the information needed by Hempacco to complete all necessary governmental forms and filings relating to each shipment of Products made by Hempacco for Organipure under this Agreement. Failure by Organipure to provide Hempacco with such information shall, with respect to all current and future shipments, relieve Hempacco of its obligation to make or release any Products to Organipure transportation company.

7.3. Shipment and Delivery. All shipments of the Products shall be FOB at the Factory loading dock.

(a) The title, all liability and all risk of loss with respect to any and all Products will be deemed to be transferred by Hempacco to Organipure upon such Products being released by Hempacco at the Factory loading dock to the transportation company selected by Organipure. The transportation company selected by Organipure must be qualified and legally permitted to transport the Products, with all shipments of Products from the Factory being insured by Organipure and its transportation company for such amounts as desired by Organipure.

(b) Organipure shall have the option to have a representative of Organipure, who is acceptable to Hempacco, observe the manufacturing of the Products by Hempacco at the Factory so that Organipure may notify Hempacco of any problems with the Products prior to pick up of the Products by Organipure’s transportation company at the Factory loading dock. Hempacco shall not have any liability nor responsibility whatsoever for the Products after the Products are released by Hempacco at the Factory loading dock to the transportation company selected by Organipure. Hempacco shall not be liable for and shall not be obligated in any way to accept any returns of the Products or to issue any credits related to the Products for any reasons whatsoever.

7.4 TTB Compliance. Hempacco shall have the right to withhold the release of the Products from the Factory until Hempacco has received from Organipure all applicable information required by Hempacco for the shipping of the Products to each recipient address at each destination. In the event Hempacco does not receive, in less than ninety (90) days from the date of release of the Products by Hempacco to the transportation company of Organipure, written confirmation from the recipient at the destination that confirms that the Products have been properly received at the destination, then Hempacco shall have the right to terminate this Agreement at any time thereafter and Organipure shall be liable for the immediate payment by Organipure to Hempacco of any and all amounts payable by Hempacco as a result thereof, including but not limited to the federal excise taxes and all other applicable amounts payable to the appropriate authorities in the United States of America with respect to the Products and the transactions described under this Agreement.

TERM

The term of this Agreement shall be for a period of ten (10) years from the Effective Date of this Agreement (the "Term"), unless earlier terminated during the Term as provided elsewhere in this Agreement. The Term of this Agreement shall automatically renew for additional periods of ten (10) years each, unless either party terminates this Agreement at any time upon ninety (90) days written notification, unless this Agreement is earlier terminated during the Term as provided for elsewhere in this Agreement.

9. TERMINATION

This Agreement may be terminated prior to the expiration of the Term hereof, if and when any of the following events occur:

9.1 Breach of Agreement by Organipure or Hempacco. Each of Hempacco and Organipure may terminate this Agreement upon the occurrence of(i) a monetary breach of this Agreement which is not cured in full within five (5) business days from the date of receipt by the allegedly breaching party of a written notice from the other party, (ii) two (2) or more monetary breaches, even if cured, occurring during any twelve (12) month period during the Term of this Agreement, or (iii) a non-monetary breach of this Agreement which is not cured in full within thirty (30) calendar days from the date of receipt by the allegedly breaching party of a written notice from the other party, unless a different time frame is specified elsewhere in this Agreement.

9.2 Bankruptcy or Cessation of Business. Each party shall have the right, but not the obligation, to terminate this Agreement at any time upon either party's cessation of business, loss of use of the Factory, election to dissolve, dissolution, insolvency, failure in business, commission of an act of bankruptcy, general assignment for the benefit of creditors, or the filing of any petition in bankruptcy or for relief under the provisions of the bankruptcy laws.

9.3 Termination of Joint Venture Agreement. This Agreement shall terminate automatically upon the termination of that certain Joint Venture Agreement dated November 17, 2022 entered into by and between Hempacco and High Sierra Technologies, Inc., a Nevada Corporation.

9.4 Non-Liability of Hempacco. The parties agree that Hempacco shall not be liable for any damages of any kind, type, amount and/or nature, including but not limited to consequential damages

of any kind, whether as a result of a loss by Organipure of present or prospective profits, anticipated sales, expenditures, investments, commitments made in connection with this Agreement, or on account of any other reason or cause whatsoever.

INSURANCE

Each party shall obtain and maintain, during the Term, commercial general liability insurance on an occurrence basis (not on a claims made basis) covering each party's obligations under this Agreement. Organipure shall be solely liable to cause its transportation company to obtain and maintain such amounts of insurance as Organipure and such transportation company shall decide. The insurance policies maintained by each of Hempacco and Organipure pursuant to this Agreement shall be with carriers that are "A" rated by Best's Insurance Reports. Each party shall provide copies of its certificates of insurance to the other party upon written request of the other party.

Hempacco WARRANTY

11.1 Hempacco expressly represents and warrants to Organipure that the Products when picked up by Organipure’s transportation company from the Factory shall be of merchantable quality according to standards at the Factory and shall comply with the specifications of the Products as described in ExhibitS“C” & “D” hereto. Except as otherwise expressly stated in this Agreement, HemPacco MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED BY LAW, RULE AND/OR REGULATION, AND ANY SUCH REPRESENTATIONS OR WARRANTIES ARE HEREWITH EXCLUDED AND DISCLAMED. UNDER NO CIRCUMSTANCES SHALL HEMPACCO BE LIABLE FOR ANY LOSS OF PROFIT OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES SUFFERED BY ORGANIPURE, ANY WHOLESALERS, ANY RETAILERS, ANY END USERS, AND/OR ANY OTHER PERSON OR ENTITY.

11.2 IN THE EVENT THAT HEMPACCO FAILS TO COMPLY WITH ITS WARRANTIES, AS SET FORTH SECTION 11.1 OF THIS AGREEMENT, ORGANIPURE SHALL HAVE THE RIGHT TO ENGAGE OTHER SOURCES OF MANUFACTURING TO OBTAIN THE PRODUCTS TO BE MANUFACTURED UNDER THIS AGREEMENT.

CONFIDENTIAL AND PROPRIETARY INFORMATION

Each party agrees that information concerning the other party's business (including that of all affiliates) is confidential and proprietary information of the originating party, and each party agrees that it will not permit the duplication or disclosure of any confidential and proprietary information of the other party to any person (other than employees of the receiving party who must have such information for the performance of its obligations hereunder) unless such duplication, use or disclosure is specifically authorized by the other party in writing. The term "confidential and proprietary information" does not include: (i) any information which is in the public domain other than as a consequence of the receiving party's breach; (ii) information that was known or otherwise available to the receiving party prior to the disclosure by the disclosing party as proven by tangible evidence in existence prior to the disclosure of such information by the disclosing party to the receiving party; (iii) information disclosed by a third party to the receiving party after the disclosure of such information by the disclosing party, if such third party's disclosure does not violate any

obligation of the third party to the disclosing party or otherwise; or (iv) information which the disclosing party authorizes in writing for public release. Notwithstanding the foregoing, either party may disclose confidential and proprietary information as may be required by compulsory order of a court, or other administrative body or governmental body, having appropriate jurisdiction after first giving the other party written notice thereof and a reasonable opportunity to oppose such disclosure in court prior to the time that the other party must disclose such information in compliance with such compulsory order.

MISCELLANEOUS

13.1 Notices. Any notice required or desired to be given hereunder for any reason, including but not limited to a notice which relates to the termination of this Agreement or a breach of this Agreement, in all cases shall be in writing and sent only by personal delivery, facsimile with electronic confirmed receipt, electronic mail (email) with electronic confirmed receipt, or other electronic means, or by overnight national or international (as applicable) delivery service (such as UPS or FedEx), addressed to the parties as follows:

If to Hempacco: Hempacco Co., Inc.

9925 Airway Road

San Diego, CA 92154

Attention: Sandro Piancone

Telephone No.: 775-473-1201

Email: spiancone@hempaccopackaging.com

If to Organipure: Organipure, Inc.

1495 Ridgeview Drive, Suite 230A

Reno, NV 89519

Attention: Gregg W. Koechlein

Telephone: 775-224-4700

Email: gkoechlein@high-sierra.com

or at such other address or addresses as any party may from time to time designate to all other parties by notice given by certified mail, personal delivery, facsimile transmission and/or electronic mail.

Every notice, demand, request or communication hereunder sent by mail shall be deemed to have been given or served as of the third (3rd) business day following the date of such mailing. Every notice, demand, request or communication hereunder delivered by personal delivery, facsimile transmission or electronic mail shall be deemed to be given or served upon receipt.

13.2 Entire Agreement. This Agreement, including the Exhibits hereto, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof, superseding any prior written or oral agreements among them with respect to the subject matter hereof. No warranties, representations, understandings, inducements, promises, guarantees, agreements or conditions, express or implied, not expressly contained herein, have been made or shall be enforceable by either party concerning the subject matter hereof or any relationship between the parties. No provision of this Agreement may be changed or modified, in part or in whole, except only by written agreement signed by Hempacco and Organipure

13.3 Governing Law/Venue. This Agreement is made in the State of Nevada, and all matters pertaining to its execution, interpretation and performance shall be governed by the laws of the State of Nevada, without regard to its principles of conflicts of law. Organipure and Hempacco hereby irrevocably submit to the personal jurisdiction and venue of the courts of competent jurisdiction located in or serving Washoe County in the State of Nevada for any judicial actions in connection with this Agreement and waives any objection it may have to either the jurisdiction or for venue in such courts. The non-prevailing party shall be liable for all legal fees and expenses, including all court costs, incurred by the prevailing party in any legal action relating to this Agreement and/or the obligations of the parties hereunder.

13.4 Authorization. If any party hereto is a corporation, partnership, or an entity other than an individual, then such party and each of the individuals signing this Agreement, represent and warrant that the execution of this Agreement on behalf of such party has been duly authorized and executed by such party in the manner provided by applicable law.

13.5 Waiver. The waiver by either party of any of its rights or remedies or of any breaches by the other party under this Agreement in a particular instance shall not be considered as a waiver of the same or different rights, remedies or breaches in subsequent instances. No modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by the parties hereto.

13.6 Severability. The invalidity of any portion of this Agreement shall not affect the validity of the remainder of this Agreement, provided, however, that such invalidity does not frustrate the purposes of this Agreement.

13.7 Counterparts. This Agreement may be executed by facsimile, electronic mail, or other electronic means by the parties hereto in separate counterparts, which when combined together shall constitute one and the same instrument. Signature by facsimile, electronic mail or other electronic means shall be accepted and deemed to be a valid execution of this Agreement.

13.8 Assignment. Organipure shall not sell, assign, transfer, sublicense, divide, subcontract, pledge or otherwise affect its rights or delegate its duties under this Agreement without the prior written consent of Hempacco. In the event of any change in control, sale, merger, combination or other change in the corporate structure of Organipure, then Organipure shall have the duty to notify Hempacco in writing at least five (5) business days prior to any such occurrence, in which case Hempacco shall have the option of terminating this Agreement.

13.9 Dollar Amounts. For purposes of this Agreement, all monetary amounts expressed in this Agreement are amounts in United States Dollars.

13.10 Independent Contractor. For all purposes under this Agreement, Hempacco and Organipure shall be and act as independent contractors, and under no circumstances shall the contractual relationship between the parties be deemed or construed as one of agency, partnership, joint venture, employment or anything other than the relationship of independent contractors as stated above, nor does either party have any authority whatsoever or in any event to act on behalf of or bind or commit the other party in any manner whatsoever.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date and do each hereby warrant and represent to each other that their respective signatory whose signature appears below has been and is on the Effective Date duly authorized by all necessary and appropriate authorizations.

Hempacco Co., Inc., a Nevada Corporation

By: /s/ Sandro Piancone

Sandro Piancone, its President

Organipure, Inc., a Nevada Corporation

By: /s/ Vincent C. Lombardi

Vincent C. Lombardi, its Co-President

By: /s/ Sandro Piancone

Sandro Piancone, its Co-President

EXHIBIT “A”

United States Patent and Trademark Office Patent No. 10,737,198
United States Patent and Trademark Office Patent No. 10,835,839
United States Patent and Trademark Office Patent No. 11,338,222
United States Patent and Trademark Office Continuation in Part Patent Application No. 17/098,539
Canadian Patent Office Patent Application No. 3,031,123
European Patent Office Application No. 19743904.5

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EXHIBIT “B”

Assignment of United States Patent Application No. 63195279 dated June 10, 2021 as evidenced by United States Patent and Trademark Office Document No. 5067708823, Docket Number 00439.US.01, dated June 16, 2021.
Patent License Agreement dated and effective as of April 1, 2021 entered into by and between Old Belt Extracts, LLC dba Open Book Extracts, a Delaware Limited Liability Company and Hempacco, Inc., a Nevada Corporation for the use of United States Patent No. 9532593B2 in North America (USA, Canada, Mexico).

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EXHIBIT “C”

None at this time.

EXHIBIT “D”

PACK PRICING

Standard Package: $1.00 per Pack of Twenty (20)

Note: Price of Hemp is not included.

Note: Other Pack sizes will be adjusted on a prorata basis.

Includes:	Acetate Filter

4 Color CMYK Printing

Cellophane Wrap Carton

Cigarette White Paper

Stock Tipping Paper

Premium Package: $1.25 per Pack of Twenty (20)

Note: Price of Hemp is not included.

Note: Other Pack sizes will be adjusted on a prorata basis.

Includes:	Choice of Filters (Hemp / Pop-Crush / Charcoal)

Use of Patented Terpene Infused Filters

4 Color Special Printing (Gold Embossed – UV Spot)

Choice of Cigarette Paper

Printed Custom Tipping Paper Note: This must be ordered and paid for separately and will be credited against the Invoice.

HEMP PRICING

California Grown CBD Hemp Organic 5%

Price per Pound: $25.00 Price per Pack: $1.00

Oregon Grown CBG Hemp Organic 5%

Price per Pound: $50.00 Price per Pack: $2.00

Note: All Hemp pricing is subject to market fluctuations and may vary from time to time.

PATENT LICENSE AGREEMENT

This Patent License Agreement (the “Agreement”) is made by and between High Sierra Technologies, Inc., a Nevada Corporation (“HSTI”) and Organipure, Inc., a Nevada Corporation (“Organipure”) to be effective as of November 17, 2022 notwithstanding the actual dates of its execution by the parties hereto.

NOW, THEREFORE, in consideration of the mutual conditions, promises covenants and agreements that are set forth herein, the parties hereto do hereby promise, covenant and agree as follows.

HSTI is the holder of the following intellectual property: (1) United States Patent and Trademark Office Patent No. 10,737,198, (2) United States Patent and Trademark Office Patent No. 10,835,839, (3) United States Patent and Trademark Office Patent No. 11,338,222, (4) United States Patent and Trademark Office Continuation in Part Patent Application No. 17/098,539, (5) Canadian Patent Office Patent Application No. 3,031,123 and (6) European Patent Office Application No. 19743904.5 together with any subsequent filings related to said intellectual property(collectively, the “Patents”).
Subject to the terms, conditions and obligations recited in this Agreement, HSTI hereby grants a non-exclusive license for the use of the Patents (the “License”)for the Term as is set forth below. The License shall include any additional application, or applications, filed by HSTI in respect to the Patents with any of the following: (1) the United States Patent and Trademark Office, (2) the Canadian Patent Office or (3) the European Patent Office for the Term, as described below. This License shall be deemed to be a world-wide license.
(a) The “Term” of this Agreement shall be approximately Ten (10) Years and Two (2) Months commencing on November 17, 2022. This Agreement shall expire on December 31, 2033. At the expiration of the Term, or any extension thereof, this Agreement shall automatically renew for an additional period of Ten (10) Years unless either party shall give the other party written notice of its intent not to renew this Agreement at least Ninety (90) Days prior to the last day of the Term, or any extension thereof.

(b) HSTI shall have the right, in its sole an absolute discretion, to terminate this Agreement in the event of any of the following occurrences.

(i) The termination of that certain Joint Venture Agreement dated November 17, 2022 entered into by and between HSTI and Hempacco Co., Inc., a Nevada Corporation.

(ii) Within one year from the effective date of this Agreement, Organipure shall fail to achieve annualized revenues of at least One Million Dollars ($1,000,000.00) per year.

(iii) The failure by Organipure to increase its annualized revenues by at least Thirty percent (30%) per year for the first Five (5) years of this Agreement.

The annual fee for this License shall be five percent (5%) of the gross receipts (the “Fee”), received by Organipure, of the use of the Patents by Organipure. Organipure shall within

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sixty (60) days of the close of any physical quarter during the Term, furnish HSTI with a full accounting, certified by its Chief Financial Officer, of the gross receipts received by Organipure for the use of the Patents for such quarterly period. At such time, Organipure shall pay HSTI the Fee.

HSTI shall have the right, for the Term of this Agreement, or any extension thereof, to, upon giving three (3) days written notice, to inspect any and all uses of the Patents by Organipure.
At the expiration of the Term of this Agreement, or any extension thereof, or any early termination of this Agreement as provided for herein, Organipure shall cease all uses, of any nature whatsoever, of the Patents.
At the expiration of the Term of this Agreement, or any extension thereof, Organipure shall, no later than five (5) business days following the expiration of the Term of this Agreement, or any extension thereof, or any early termination of this Agreement as provided for herein, destroy any and all collateral materials using the Patents at any and all physical locations then being utilized by Organipure as well as on any website then being operated by Organipure.
Should a dispute arise between any of the parties hereto regarding the meaning of this Agreement, the enforcement of this Agreement or any claim or dispute related to this Agreement, then the prevailing party, in addition to whatever other relief such party may be entitled to, shall also recover its reasonable attorneys’ fees and costs incurred in connection with such dispute whether such dispute was resolved judicially, by mediation, by arbitration or by any other means, formal or informal.
Organipure shall have the right to sub-license this Agreement subject to the written approval of HSTI which may be withheld at the sole and absolute discretion of HSTI.
The parties hereto expressly consent to personal jurisdiction in the State of Nevada for the purpose of litigating any claims, disputes or other controversies, of any nature whatsoever, related to this Agreement. This Agreement shall be construed and enforced in accordance with the laws of the State of Nevada without regard to its conflicts of laws principles. The exclusive jurisdiction and venue to hear and determine any claim, dispute or other controversy, of any nature whatsoever, related to this Agreement shall be any state or federal court located in Washoe County, Nevada having subject matter jurisdiction over the matter at hand.
Except as may be expressly set forth herein, this Agreement represents the entire agreement between the parties hereto with respect to the subject matter described herein and expressly replaces and supersedes any and all previous agreements, oral, or in writing, between the parties hereto with respect to the subject matter described herein. This Agreement may not be modified or amended except by an amendment, in writing, executed by all of the parties hereto.
In this Agreement whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural.

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This Agreement may be executed in any number of counterparts and it shall not be necessary that the signatures of all parties hereto be contained on any one counterpart; each counterpart shall be an original and all of them together shall constitute one instrument. Signature by facsimile, electronic mail or other electronic means shall be accepted and deemed to be a valid execution of this Agreement.

Whenever any party shall desire to give or serve upon the other any notice, demand, request or other communication with respect to this Agreement each such notice, demand, request or other communication shall be in writing and shall not be effective for any purpose unless same shall be given or serviced by personal delivery to the party or parties to whom such notice, demand, request or other communication is directed or by mailing the same, to such party or parties by certified mail, postage prepaid, return receipt requested, addressed as follows:

If to HSTI: High Sierra Technologies, Inc.

1495 Ridgeview Drive, Suite 230A

Reno, NV 89519

Attn.: Gregg W. Koechlein

Electronic Mail: gkoechlein@high-sierra.com

If to Organipure: Organipure, Inc.

1495 Ridgeview Drive, Suite 230A

Reno, NV 89519

Attn: Gregg W. Koechlein

Electronic Mail: gkoechlein@high-sierra.com

Time is of the essence in each and every term, condition and provision of this Agreement.
Subject to the provisions hereof, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, legal representatives, administrators, successors and assigns, and wherever a reference in this Agreement is made to any of the parties hereto such reference shall be deemed to include, wherever applicable, also a reference to their respective heirs, executors, legal representatives, administrators, successors and assigns of such party, as if in every case so expressed.
A waiver of any term, condition or provision of this Agreement shall not be valid unless such waiver is in writing and signed by the party or person to be charged, and no waiver

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of any term condition or provision hereof shall be deemed or construed as a waiver of the same or any different term, condition or provision in the future. Furthermore, the failure of a party to insist upon strict adherence to any term, condition or provision of this Agreement, or to object to any failure to comply with any term, condition or provision of this Agreement, shall not be a waiver of that term, condition or provision by laches. The receipt of a party of any benefit from this Agreement shall not effect a waiver or estoppel of the right of that party to enforce any term, condition or provision of this Agreement.

If any term, condition or provision of this Agreement shall be deemed invalid or unenforceable by a court of competent jurisdiction, that term, condition or provision shall be deemed severed from this Agreement and the remainder of the terms, conditions and provisions of this Agreement shall remain valid, enforceable and in full force and effect to the fullest extent permitted by law.
Each party to this Agreement shall bear their own costs and expenses related to the negotiation and finalization of this Agreement.
The rule that a contract is to be construed against the party drafting the contract is hereby waived, and shall have no applicability in construing this Agreement or the terms hereof.

IN WITNESS WHEREOF, the parties hereto expressly acknowledge that they have read and understood this Agreement, have had the opportunity to obtain the advice of the legal counsel of their choice, fully understand it, and have freely and voluntarily entered into this Agreement with the express intention to be bound hereby as of the day and date first above written.

High Sierra Technologies, Inc., a Nevada Corporation

By: /s/ Vincent C. Lombardi Dated: November 17, 2022

Vincent C. Lombardi, its President

Organipure, Inc., a Nevada Corporation

By: /s/ Vincent C. Lombardi Dated: November 17, 2022

Vincent C. Lombardi, its Co-President

By: /s/ Sandro Piancone Dated: November 17, 2022

Sandro Piancone, its Co-President

PATENT LICENSE AGREEMENT

This Patent License Agreement (the “Agreement”) is made by and between Hempacco Co., Inc., a Nevada Corporation (“Hempacco”) and Organipure, Inc., a Nevada Corporation (“Organipure”) to be effective as of November 17, 2022 notwithstanding the actual dates of its execution by the parties hereto.

NOW, THEREFORE, in consideration of the mutual conditions, promises covenants and agreements that are set forth herein, the parties hereto do hereby promise, covenant and agree as follows.

Hempacco is the holder of the following intellectual property: (1) Assignment of United States Patent Application No. 63195279 dated June 10, 2021 as evidenced by United States Patent and Trademark Office Document No. 5067708823, Docket Number 00439.US.01 dated June 16, 2021 and (2) Patent License Agreement dated and effective as of April 1, 2021 entered into by and between Old Belt Extracts, LLC dba Open Book Extracts, a Delaware Limited Liability Company and Hempacco, Inc., a Nevada Corporation for the use of United States Patent No. 9532593B2 in North America (USA, Canada and Mexico) together with any subsequent filings related to said intellectual property(collectively, the “Patents”).
Subject to the terms, conditions and obligations recited in this Agreement, Hempacco hereby grants a non-exclusive license for the use of the Patents (the “License”)for the Term as is set forth below. The License shall include any additional application, or applications, filed by Hempacco in respect to the Patents with the United States Patent and Trademark Office for the Term, as described below. This License shall be deemed to be a world-wide license.
(a) The “Term” of this Agreement shall be approximately Ten (10) years and Two (2) Months commencing on November 17, 2022. This Agreement shall expire on December 31, 2033. At the expiration of the Term, or any extension thereof, this Agreement shall automatically renew for an additional period of Ten (10) Years unless either party shall give the other party written notice of its intent not to renew this Agreement at least Ninety (90) Days prior to the last day of the Term, or any extension thereof.

(b) Hempacco shall have the right, in its sole and absolute discretion, to terminate this Agreement in the event of any of the following occurrences.

(i) The termination of that certain Joint Venture Agreement dated November 17, 2022 entered into by and between Hempacco and High Sierra Technologies, Inc., a Nevada Corporation.

(ii) Within one year from the effective date of this Agreement, Organipure shall fail to achieve annualized revenues of at least One Million Dollars ($1,000,000.00) per year.

(iii) The failure by Organipure to increase its annualized revenues by at least Thirty percent (30%) per year for the first Five (5) years of this Agreement.

The annual fee for this License shall be five percent (5%) of the gross receipts (the “Fee”), received by Organipure, of the use of the Patents by Organipure. Organipure shall within sixty (60) days of the close of any physical quarter during the Term furnish Hempacco with a full accounting, certified by its Chief Financial Officer, of the gross receipts received by Organipure for the use of the Patents for such quarterly period. At such time, Organipure shall pay Hempacco the Fee.
Hempacco shall have the right, for the Term of this Agreement, or any extension thereof, to, upon giving three (3) days written notice, to inspect any and all uses of the Patents by Organipure.
At the expiration of the Term of this Agreement, or any extension thereof, or any early termination of this Agreement as provided for herein, Organipure shall cease all uses, of any nature whatsoever, of the Patents.
At the expiration of the Term of this Agreement, or any extension thereof, Organipure shall, no later than five (5) business days following the expiration of the Term of this Agreement, or any extension thereof, or any early termination of this Agreement as provided for herein, destroy any and all collateral materials using the Patents at any and all physical locations then being utilized by Organipure as well as on any website then being operated by Organipure.
Should a dispute arise between any of the parties hereto regarding the meaning of this Agreement, the enforcement of this Agreement or any claim or dispute related to this Agreement, then the prevailing party, in addition to whatever other relief such party may be entitled to, shall also recover its reasonable attorneys’ fees and costs incurred in connection with such dispute whether such dispute was resolved judicially, by mediation, by arbitration or by any other means, formal or informal.
Organipure shall have the right to sub-license this Agreement subject to the written approval of Hempacco which may be withheld at the sole and absolute discretion of Hempacco.
The parties hereto expressly consent to personal jurisdiction in the State of California for the purpose of litigating any claims, disputes or other controversies, of any nature whatsoever, related to this Agreement. This Agreement shall be construed and enforced in accordance with the laws of the State of California without regard to its conflicts of laws principles. The exclusive jurisdiction and venue to hear and determine any claim, dispute or other controversy, of any nature whatsoever, related to this Agreement shall be any state or federal court located in San Diego County, California having subject matter jurisdiction over the matter at hand.
Except as may be expressly set forth herein, this Agreement represents the entire agreement between the parties hereto with respect to the subject matter described herein and expressly replaces and supersedes any and all previous agreements, oral, or in writing, between the parties hereto with respect to the subject matter described herein. This Agreement may not be modified or amended except by an amendment, in writing, executed by all of the parties hereto.

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In this Agreement whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural.

This Agreement may be executed in any number of counterparts and it shall not be necessary that the signatures of all parties hereto be contained on any one counterpart; each counterpart shall be an original and all of them together shall constitute one instrument. Signature by facsimile, electronic mail or other electronic means shall be accepted and deemed to be a valid execution of this Agreement.
Whenever any party shall desire to give or serve upon the other any notice, demand, request or other communication with respect to this Agreement each such notice, demand, request or other communication shall be in writing and shall not be effective for any purpose unless same shall be given or serviced by personal delivery to the party or parties to whom such notice, demand, request or other communication is directed or by mailing the same, to such party or parties by certified mail, postage prepaid, return receipt requested, addressed as follows:

If to Hempacco: Hempacco Co., Inc.

9925 Airway Road

San Diego, CA92154

Attn.: Sandro Piancone

Electronic Mail: sandro@hempaccoinc.com

If to Organipure: Organipure, Inc.

1495 Ridgeview Drive, Suite 230A

Reno, NV 89519

Attn: Gregg W. Koechlein

Electronic Mail: gkoechlein@high-sierra.com

Time is of the essence in each and every term, condition and provision of this Agreement.
Subject to the provisions hereof, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, legal representatives, administrators, successors and assigns, and wherever a reference in this Agreement is made to any of the parties hereto such reference shall be deemed to include, wherever applicable, also a reference to their respective heirs, executors, legal representatives, administrators, successors and assigns of such party, as if in every case so expressed.

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A waiver of any term, condition or provision of this Agreement shall not be valid unless such waiver is in writing and signed by the party or person to be charged, and no waiver of any term condition or provision hereof shall be deemed or construed as a waiver of the same or any different term, condition or provision in the future. Furthermore, the failure of a party to insist upon strict adherence to any term, condition or provision of this Agreement, or to object to any failure to comply with any term, condition or provision of this Agreement, shall not be a waiver of that term, condition or provision by laches. The receipt of a party of any benefit from this Agreement shall not effect a waiver or estoppel of the right of that party to enforce any term, condition or provision of this Agreement.

If any term, condition or provision of this Agreement shall be deemed invalid or unenforceable by a court of competent jurisdiction, that term, condition or provision shall be deemed severed from this Agreement and the remainder of the terms, conditions and provisions of this Agreement shall remain valid, enforceable and in full force and effect to the fullest extent permitted by law.
Each party to this Agreement shall bear their own costs and expenses related to the negotiation and finalization of this Agreement.
The rule that a contract is to be construed against the party drafting the contract is hereby waived, and shall have no applicability in construing this Agreement or the terms hereof.

Hempacco Co., Inc., a Nevada Corporation

By: /s/ Sandro Piancone Dated: November 17, 2022

Sandro Piancone, its President

Organipure, Inc., a Nevada Corporation

By: /s/ Vincent C. Lombardi Dated: November 17, 2022

Vincent C. Lombardi, its Co-President

By: /s/ Sandro Piancone Dated: November 17, 2022

Sandro Piancone, its Co-President

SERIES PROMISSORY NOTE

City of Reno

State of Nevada

November 17, 2022

For value received, Organipure, Inc., a Nevada Corporation, of the City of Reno, County of Washoe, State of Nevada, (hereinafter referred to as the “Maker”), promises to pay to the order of High Sierra Technologies, Inc., a Nevada Corporation, or its successors and assigns, at its principal office in the City of Reno, County of Washoe, State of Nevada, (hereinafter referred to as the “Payee”), the then outstanding principal sum of this Note together with any and all interest accrued thereon. The maximum principal balance of this Note shall not exceed the sum of Five Hundred Thousand Dollars and No Cents ($500,000.00). This Note, and any and all interest accrued thereon, shall be all due and payable on or before November 17, 2025 (the “Maturity Date”). The Note shall accrue interest based on the Short Term Applicable Federal Rate which, as of the date hereof and pursuant to Rev. Rul. 2022-20, is Four and Ten One Hundredths Percent (4.10 %) based on a three hundred and sixty-five (365) day year. No payments of interest shall be required hereunder.

This Note is one of a series of notes, all of like tenor, except as to the amount, issued and to be issued by the Maker.

Records of all advancements on account of principal and interest of this Note that may be made by the Payee shall be indorsed on the pages attached to this Note.

Receipt of all payments on account of principal and interest of this Note that may be made by the Maker shall be indorsed on the pages attached to this Note.

The Maker hereby covenants and agrees that from the date hereof until the Maturity Date the maximum principal balance hereunder shall not exceed the sum of Five Hundred Thousand Dollars and No Cents ($500,000.00).

If any payment due under this Note is more than fifteen (15) days past due, Maker will pay a late charge of five percent (5%) of the amount of the payment.

obligation under this Note; (3) dissolution of Maker; (4) filing of any petition in bankruptcy by or against Maker; or (5) application for appointment of a receiver for, making of a general assignment for the benefit of creditors by, or insolvency of Maker. On occurrence of any such event of default and the expiration of any applicable cure period, or at any time thereafter, Payee shall have the remedies of an unsecured party under the laws of the State of Nevada.

Upon the occurrence of any event of default, and the expiration of the applicable cure period, that has not been expressly waived by Payee, all principal amounts then due shall bear interest at the default rate of interest, that being fifteen percent (15%) per annum, or the highest rate then allowed under the laws of the State of Nevada, until such time as the obligations hereunder have been satisfied. Payee may waive any event of default before or after the event of default has been declared without impairing his right to declare a subsequent event of default under this Note, this right being a continuing one.

Regardless of the outcome of the matter or proceeding, Maker hereby expressly covenants and agrees that it shall pay all costs, fees and expenses (including, without limitation, attorney’s fees) incurred by the Payee in any way in connection with this Note, including without limitation, the enforcement of this Note, any insolvency, bankruptcy, reorganization, arrangement or other similar proceeding involving the Maker which in any way affects the Payee’s rights and remedies under this Note or any other agreement relating to this Note. Such costs, fees and expenses shall be paid by the Maker whether or not any suit or legal proceeding is actually commenced.

This Note shall be construed and enforced in accordance with the laws of the State of Nevada without regard to its conflicts of laws principles. The exclusive jurisdiction and venue to hear and determine any claim, dispute or other controversy, of any nature whatsoever, related to this Note shall be any state or federal court in the County of Washoe, State of Nevada having subject matter jurisdiction over the matters at issue.

Time is of the essence in this Note and each and every provision hereof.

MAKER HEREBY, AND PAYEE BYITS ACCEPTANCE OF THIS NOTE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OFANY LITIGATION ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS NOTE AND THE DEED OF TRUST AND OTHER AGREEMENTS EXECUTED OR CONTEMPLATEDTO BE EXECUTED IN CONNECTION HEREWITH, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT(WHETHER VERBAL OR WRITTEN) OR ACTION OF EITHER PARTY, WHETHER IN CONNECTION WITH THE MAKING OF THE NOTE, COLLECTION OF THE NOTE OR OTHERWISE.THIS PROVISION IS A MATERIAL INDUCEMENT FOR PAYEE AGREEING TO ACCEPT THIS NOTE.

In witness whereof, Maker has executed this Note to be effective as of the date set forth above.

Organipure, Inc., a Nevada Corporation

By: /s/ Vincent C. Lombardi

Vincent C. Lombardi, its President

The “Maker”

RECORD OF ADVANCES AND PAYMENTS

Date Type Amount Balance

____________________________________________________________________________________ ____________________________________________________________________________________

____________________________________________________________________________________

____________________________________________________________________________________ ____________________________________________________________________________________

____________________________________________________________________________________

SERIES PROMISSORY NOTE

City of Reno

State of Nevada

November 17, 2022

For value received, Organipure, Inc., a Nevada Corporation, of the City of Reno, County of Washoe, State of Nevada, (hereinafter referred to as the “Maker”), promises to pay to the order of Hempacco Co., Inc., a Nevada Corporation, or its successors and assigns, at its principal office in the City of San Diego, County of San Diego, State of California (hereinafter referred to as the “Payee”), the then outstanding principal sum of this Note together with any and all interest accrued thereon. The maximum principal balance of this Note shall not exceed the sum of Five Hundred Thousand Dollars and No Cents ($500,000.00). This Note, and any and all interest accrued thereon, shall be all due and payable on or before November 17, 2025 (the “Maturity Date”). The Note shall accrue interest based on the Short Term Applicable Federal Rate which, as of the date hereof and pursuant to Rev. Rul. 2022-20, is Four and Ten One Hundredths Percent (4.10 %) based on a three hundred and sixty-five (365) day year. No payments of interest shall be required hereunder.