As filed with the Securities and Exchange Commission on April 27, 2022

Registration No. [                 ]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

CRYOMASS TECHNOLOGIES INC

(Exact name of registrant as specified in itscharter)

NEVADA

(Jurisdiction of incorporation or organization)

1001 Bannock St, Suite 612, Denver, CO 80204

(Address of principal business offices)

303-416-7208

(Registrant’s telephone number, includingarea code)

J.P. Galda

c/o J.P. Galda & Co., 40 E. Lancaster AvenueLTW 22, Ardmore, PA 19003

(Name, address of agent for service)

Copies of Communications to:

J.P. Galda & Co. Attn: J.P. Galda, Esq.

40 East Montgomery Avenue LTW 220

Ardmore, PA 19003

Tel: (215) 815-1534

Email: jpgalda@jpgaldaco.com

Approximate date of commencement of proposedsale of the securities to the public: As promptly as practicable after this proxy statement-prospectus becomes effective and upon theconsummation of the conversion described herein.

If the securities being registered on this Formare being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check thefollowing box: ☐

If this Form is filed to register additionalsecurities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filedpursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering. ☐

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

If an emerging growth company, indicate by checkmarkif the registrant has not elected to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 7(a)(2)(B) of the Securities Act ☐ 

In accordance with Rule 416(a) under the SecuritiesAct, the registrant is also registering hereunder an indeterminate number of shares that may be issued and resold resulting from stocksplits, stock dividends or similar transactions.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATIONSTATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICHSPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIESACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION8(a), MAY DETERMINE.

Theinformation in this prospectus is not complete and may be changed. The selling shareholders named herein may not sell these securitiesuntil the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sellthese securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated April 27, 2022

PRELIMINARY PROSPECTUS

PROSPECTUS

CRYOMASS TECHNOLOGIES INC.

20,708,163 Common Shares

This prospectus relates tothe resale of shares of our Common stock, par value $0.001 per share (the “Common Shares”), of an aggregate of 20,708,163Common Shares pursuant to our January 6, 2021 Equity Purchase Agreement which may be offered by Peak One Opportunity Fund, LP (“PeakOne”) and Peak One Investments, LLC (“Peak One Investments) (the “EPA”), as follows: (a) up to 20,408,163 CommonStock Shares to be issued to Peak One pursuant to put notices under the January 6, 2021 Equity Purchase Agreement with Peak One; (b) 150,000Commitment Fee Shares issued to Peak One and Peak One Investments for an aggregate of 300,000 Commitment Fee Shares (Peak One Investmentsis the General Partner of Peak One, both of which are Delaware corporations); and (c) pursuant to Rule 416 under the Securities Act, anindeterminate number of shares of common stock that are issuable upon stock splits, stock dividends, recapitalizations or other similartransactions affecting the shares of the selling stockholder.

The amount of shares of Common Shares which may be sold pursuant tothis Prospectus would constitute 9.4% of the Company’s issued and outstanding Common Shares as of April 22, 2022 (20,708,163 dividedby the sum of current outstanding of 200,435,331 and 20,708,163 for a total of 220,843,494, which includes the 300,000 Commitment FeeShares, and assuming that we issue all 20,708,163 shares to the selling security holders (the “Selling Stockholders”).

Peak One and Peak One Investmentsare the Selling Stockholders and are deemed to be each an “underwriter” within the meaning of the Securities Act of 1933,as amended (the “Act”) and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters”within the meaning of the Act in connection with such sales. In such event, any commissions received by such broker-dealers or agentsand any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or equivalent expenses andexpenses of legal counsel applicable to the sale of the shares.

The prices at which the SellingStockholders may sell the shares of Common Shares in this Offering will be determined by the prevailing market prices for the sharesof Common Shares or in negotiated transactions.

An investment in our commonstock involves a high degree of risk. You should purchase our common stock only if you can afford a complete loss of your purchase.

We urge you to read carefullythe “Risk Factors” section beginning on page 9 where we describe specific risks associated with an investment in thesesecurities before you make your investment decision.

Our Common Shares are quotedon the OTCQB (“OTC”) under the stock symbol “CRYM”. On April 22, 2022, the closing price of our Common Shareswas $0.49 per Common Share.

We are a “smallerreporting company” as defined under the federal securities laws and, as such, may elect to comply with certain reduced public companyreporting requirements. The purchase of the securities offered through this Prospectus involves a high degree of risk. See section entitled“Risk Factors” starting on page 9.

NEITHER THE SECURITIESAND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINEDIF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Dated:

TABLE OF CONTENTS

RISKFACTORS

You should carefully consider the risks describedbelow together with all other information included in our public filings before making an investment decision with regard to our securities.The statements contained in or incorporated into this Prospectus that are not historic facts are forward- looking statements are subjectto risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward- lookingstatements. While the risks described below are the ones we believe are most important for you to consider, these risks are not the onlyones that we face. If any of the following events described in these risk factors actually occurs, our business, financial conditionor results of operations could be harmed. In that case, the trading price of our Common Shares could decline, and you may lose all orpart of your investment.

General Risk Factors

We have a limited operating history inan evolving industry, which makes it difficult to accurately assess our future growth prospects.

Although we believe our management team has extensiveknowledge of the cannabis industry and closely monitors changes in legislation, we also intend to provide equipment and services in anevolving industry that may not develop as expected. Furthermore, our operations continue to evolve under our business plan as we continuallyassess new strategic opportunities for our business within our industry. Assessing the future prospects of our business is challengingin light of both known and unknown risks and difficulties we may encounter. Growth prospects in our industry can be affected by a widevariety of factors including:

We may not be able to successfully address thesefactors, which could negatively impact our growth, harm our business and cause our operating results to be worse than expected.

Our success depends on the introductionof new products, which requires substantial expenditures.

Our long-term results depend upon our abilityto introduce and market new products successfully. The success of our new products will depend on a number of factors, including:

We cannot predict the level of market acceptanceor the amount of market share our new products will achieve. We may experience delays in the introduction of new products. Any delaysor other problems with our new product launches will adversely affect our performance. In addition, introducing new products can resultin decreases in revenues from our existing products. We expect to make substantial investments in product development and refinement.We may need more funding for product development and refinement than is readily available, which could adversely affect our business.

We face significant competition, and, ifwe are unable to compete successfully against other agricultural equipment manufacturers, we will lose customers and our net sales andprofitability will decline.

The agricultural equipment business is highlycompetitive, particularly in the United States. Established and substantially larger agricultural equipment manufacturers, with substantiallygreater financial and other resources, have the capability to compete with us successfully. Our competitors may substantially increasethe resources devoted to the development and marketing of products that compete with our products. In addition, competitive pressuresin the agricultural equipment business may affect the market prices of new and used equipment, which, in turn, may adversely affect ourperformance.

We will require significant additionalcapital to fund our business plan.

The Company will be required to expend significantfunds to implement its business plan. The Company anticipates that it will be required to make substantial capital expenditures for themanufacture of its equipment.

The Company’s ability to obtain necessaryfunding for these purposes, in turn, depends upon a number of factors, including the status of the national and worldwide economy andthe financial markets and the availability of capital. Capital markets worldwide were adversely affected by substantial losses by financialinstitutions, caused by investments in asset-backed securities and remnants from those losses continue to impact the ability for theCompany to raise capital. The Company may not be successful in obtaining the required financing or, if it can obtain such financing,such financing may not be on terms that are favorable to us.

The Company’s inability to access sufficientcapital for its operations could have a material adverse effect on its financial condition, results of operations, or prospects. Salesof substantial amounts of securities may have a highly dilutive effect on the Company’s ownership or share structure. Sales ofa large number of shares of the Company’s Common Shares in the public markets, or the potential for such sales, could decreasethe trading price of the Common Shares and could impair the Company’s ability to raise capital through future sales of Common Shares.

International, national and regional tradelaws, regulations and policies and government farm programs and policies could significantly impair our profitability and growth prospects.

International, national and regional laws, regulationsand policies directly or indirectly related to or restricting the import and export of the Company’s products, services and technology,including protectionist policies in particular jurisdictions or for the benefit of favored industries or sectors, could harm the Company’sability to grow in international markets and subject the Company to civil and criminal sanctions. Restricted access to global marketsimpairs the Company’s ability to export goods and services from its various manufacturing locations around the world, and limitsthe ability to access raw materials and high-quality parts and components at competitive prices on a timely basis. Trade restrictionscould limit the Company’s ability to capitalize on future growth opportunities in international markets and impair the Company’sability to expand the business by offering new technologies, products and services. These restrictions may affect the Company’scompetitive position. Additionally, changes in government farm programs and policies, including restrictions on cannabis and hemp cultivationand processing, can significantly influence demand for agricultural equipment.

Changing demand for certain agricultural productscould have an effect on the price of farming output and consequently the demand for certain of our equipment and could also result inhigher research and development costs related to changing machine requirements.

Negative economic conditions and outlookcan materially weaken demand for our equipment and services, limit access to funding and result in higher funding costs.

The demand for the Company’s products andservices can be significantly reduced in an economic environment characterized by high unemployment, cautious consumer spending, lowercorporate earnings, U.S. budget issues and lower business investment. Negative or uncertain economic conditions causing the Company’scustomers to lack confidence in the general economic outlook can significantly reduce their likelihood of purchasing the Company’sequipment. If negative economic conditions affect the overall farm economy, there could be a similar effect on the Company’s agriculturalequipment sales. In addition, uncertain or negative outlook with respect to ongoing U.S. budget issues as well as general economic conditionsand outlook can cause significant changes in market liquidity conditions. Such changes could impact access to funding and associatedfunding costs, which could reduce the Company’s earnings and cash flows. Such changes could affect the ability of the Company’scustomers, contract manufacturers, suppliers and lenders to finance their respective businesses, to access liquidity at acceptable financingcosts, if at all, the availability of supplies, materials and manufacturing facilities and on the demand for the Company’s products.

We may encounter difficulties in fullyexploiting the assets we acquired from Cryocann USA Corp and may not fully achieve, or achieve within a reasonable time frame, expectedstrategic objectives and other expected benefits of the acquisitions.

Our recent acquisition of Cryocann USA Corp assetsis expected to realize strategic and other benefits, including, among other things, the opportunity to enter the agricultural equipmentindustry, identify customers and provide our customers with an appealing range of products and services. However, it is impossible topredict with certainty whether, or to what extent, these benefits will be realized or whether we will be able to exploit the acquiredassets in a timely and effective manner. For example:

Further acquisitions may be necessary to realizeour overall corporate strategy. There can be no assurance that we will be able to identify appropriate acquisition targets, successfullyacquire identified targets or successfully integrate the business of acquired companies or the assets acquired to realize the full, anticipatedbenefits of such acquisitions. Our ability to address these issues will determine the extent to which we are able to successfully integrate,exploit and develop the acquired assets and to realize the expected benefits of the Cryocann USA Corp. transactions. Our failure to doso could have a material adverse effect on our performance following the transaction

Our business results depend largely onits ability to understand its customers’ specific preferences and requirements, and to develop, manufacture and market productsthat meet customer demand.

The Company’s ability to match new productofferings to customers’ anticipated preferences for different types and sizes of equipment and various equipment features and functionality,at affordable prices, is critical to its success. This requires a thorough understanding of the Company’s potential customers andtheir needs, as well as an understanding of the cannabis and hemp cultivation dynamics and of other agricultural commodities cultivationdynamics. Failure to deliver quality products that meet customer needs at competitive prices ahead of competitors could have a significantadverse effect on the Company’s business.

Our business may be directly and indirectlyaffected by unfavorable weather conditions or natural disasters that reduce agricultural production and demand for agriculture equipment.

Poor or unusual weather conditions can significantlyaffect the purchasing decisions of the Company’s potential customers. Natural calamities such as regional floods, hurricanes orother storms, and droughts can have significant negative effects on agricultural production. The resulting negative impact on farm incomecan strongly affect demand for agricultural equipment.

Changes in the availability and price ofcertain raw materials, components and whole goods could result in production disruptions or increased costs and lower profits on salesof our products.

The Company requires access to various materialsand components at competitive prices to manufacture and distribute its products. Changes in the availability and price of these materialsand components, which have fluctuated in the past and are more likely to fluctuate during times of economic volatility, can significantlyincrease the costs of production which could have a material negative effect on the profitability of the business, particularly if theCompany, due to pricing considerations or other factors, is unable to recover the increased costs from its customers. The Company relieson suppliers and contract manufacturers to acquire materials and components to manufacture its products. Supply chain and contract manufacturingdisruptions due to supplier or contract manufacturer financial distress, capacity constraints, business continuity, quality, deliveryor disruptions due to weather-related or natural disaster events could affect the Company’s operations and profitability.

In determining the required quantities of ourproducts and the manufacturing schedule, we must make significant judgments and estimates that are not based on any historical data.Because of the inherent nature of estimates, there could be significant differences between our estimates and the actual amounts of productswe require, which could harm our business and results of operations.

The agricultural equipment industry ishighly seasonal, and seasonal fluctuations may significantly impact our performance.

The agricultural equipment business is highlyseasonal, which may cause our quarterly results and our cash flow to fluctuate during the year. Farmers generally purchase agriculturalequipment seasonally in conjunction with the harvesting seasons. Seasonal fluctuations can significantly impact our performance in aspecific quarter, or overall.

If we are unable to hire and retain keypersonnel, we may not be able to implement our business plan and our business may fail.

Our future success depends to a large extenton our ability to attract, hire, train and retain qualified managerial, operational and other personnel. We face significant competitionfor qualified and experienced employees in our industry and from other industries and, as a result, we may be unable to attract and retainthe personnel needed to successfully conduct and grow our operations. Additionally, key personnel, including members of management, mayleave and compete against us. At present, we do not have all the necessary personnel to carry out our business plans. If we are unableto hire and retain key personnel, our business will be materially adversely affected.

Our growth is highly dependent on the U.S.cannabis and hemp markets. New regulations causing licensing shortages and future regulations may create other limitations that decreasethe demand for our products. General regulations at state and federal in the future may adversely impact our business.

The base of cannabis growers in the U.S. hasgrown over the past 20 years since the legalization of cannabis for medical uses in states such as California, Colorado and Washington.The U.S. cannabis market is still in its infancy and early adopter states such as California, Colorado and Washington represent a largeportion of historical industry revenues. The U.S. cannabis cultivation market is expected to be one of the fastest growing industriesin the U.S. over the next five years. If the U.S. cannabis cultivation market does not grow as expected, our business, financial conditionand results of operations could be adversely impacted. The California cannabis cultivation market is expected to be one of the fastestgrowing industries in California over the next five years. If the California cannabis cultivation market does not grow as expected, ourbusiness, financial condition and results of operations could be adversely impacted.

Cannabis remains illegal under U.S. federal law,with cannabis listed as a Schedule I substance under the United States Controlled Substances Act of 1970 (the “CSA”). Notwithstandinglaws in various states permitting certain cannabis activities, all cannabis activities, including possession, distribution, processingand manufacturing of cannabis and investment in, and financial services or transactions involving proceeds of, or promoting such activitiesremain illegal under various U.S. federal criminal and civil laws and regulations, including the CSA, as well as laws and regulationsof several states that have not legalized some or any cannabis activities to date. Compliance with applicable state laws regarding cannabisactivities does not protect us from federal prosecution or other enforcement action, such as seizure or forfeiture remedies, nor doesit provide any defense to such prosecution or action. Cannabis activities conducted in or related to conduct in multiple states may potentiallyface a higher level of scrutiny from federal authorities. Penalties for violating federal drug, conspiracy, aiding, abetting, bank fraudand/or money laundering laws may include prison, fines, and seizure/forfeiture of property used in connection with cannabis activities,including proceeds derived from such activities.

We are not currently subject directly to anystate laws or regulations controlling participants in the legal cannabis industry. However, regulation of the cannabis industry doesimpact our potential customers in the cultivation industry and, accordingly, there can be no assurance that changes in regulation ofthe industry and more rigorous enforcement by federal authorities will not have a material adverse effect on us.

Legislation and regulations pertaining to theuse and cultivation of cannabis are enacted on both the state and federal government level within the United States. As a result, thelaws governing the cultivation and use of cannabis may be subject to change. Any new laws and regulations limiting the use or cultivationof cannabis and any enforcement actions by state and federal governments could indirectly reduce demand for our products and may impactour current and planned future operations.

Evolving federal and state laws and regulationspertaining to the use or cultivation of cannabis, as well active enforcement by federal or state authorities of the laws and regulationsgoverning the use and cultivation of cannabis may indirectly and adversely affect our business, our revenues and our profits. Local,state and federal cannabis laws and regulations are broad in scope and subject to evolving interpretations, which could require the endusers of certain of our products or us to incur substantial costs associated with compliance or to alter our respective business plans.In addition, violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverseeffect on our results of operation and financial condition.

Certain of our products may be purchased foruse for agricultural products other than cannabis and/or be subject to varying, inconsistent, and rapidly changing laws, regulations,administrative practices, enforcement approaches, judicial interpretations, future scientific research and public perception.

The public’s perception of cannabis maysignificantly impact the cannabis industry’s success. Both the medical and adult-use of cannabis are controversial topics, andthere is no guarantee that future scientific research, publicity, regulations, medical opinion, and public opinion relating to cannabiswill be favorable. The cannabis industry is an early-stage business that is constantly evolving with no guarantee of viability. Amongother things, such a shift in public opinion could cause state jurisdictions to abandon initiatives or proposals to legalize cultivationand sale of cannabis or adopt new laws or regulations restricting or prohibiting the cultivation of cannabis where it is now legal, therebylimiting the potential customers who are engaged in the cannabis industry.

Demand for our products may be negatively impacteddepending on how laws, regulations, administrative practices, enforcement approaches, judicial interpretations, and consumer perceptionsdevelop. We cannot predict the nature of such developments or the effect, if any, that such developments could have on our business.

Our indirect involvement in the cannabisindustry could affect the public’s perception of us and be detrimental to our reputation.

Damage to our reputation can be the result ofthe actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not. Cannabis hasoften been associated with various other narcotics, violence and criminal activities, the risk of which is that our retailers and resellersthat transact with cannabis businesses might attract negative publicity. There is also risk that the action(s) of other participants,companies and service providers in the cannabis industry may negatively affect the reputation of the industry as a whole and therebynegatively impact our reputation. The increased use of social media and other web-based tools used to generate, publish and discuss user-generatedcontent and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinionsand views with regard to cannabis companies and their activities, whether true or not and the cannabis industry in general, whether trueor not. We do not ultimately have direct control over how the cannabis industry and its suppliers is perceived by others. Reputationloss may result in decreased investor confidence, increased challenges in developing and maintaining community relations and an impedimentto our overall ability to advance its business strategy and realize on its growth prospects, thereby having a material adverse impacton our business.

Businesses involved in the cannabis industry,and investments in such businesses, are subject to a variety of laws and regulations related to money laundering, financial recordkeepingand proceeds of crimes.

We sell our products through third party retailersand resellers. Investments in the U.S. cannabis industry are subject to a variety of laws and regulations that involve money laundering,financial recordkeeping and proceeds of crime, including the BSA, as amended by the Patriot Act, other anti-money laundering laws, andany related or similar rules, regulations or guidelines, issued, administered or enforced by governmental authorities in the United States.In February 2014, the Financial Crimes Enforcement Network of the Treasury Department issued a memorandum (the “FinCEN Memo”)providing guidance to banks seeking to provide services to cannabis businesses. The FinCEN Memo outlines circumstances under which banksmay provide services to cannabis businesses without risking prosecution for violation of U.S. federal money laundering laws. It refersto supplementary guidance that Deputy Attorney General Cole issued to U.S. federal prosecutors relating to the prosecution of U.S. moneylaundering offenses predicated on cannabis violations of the CSA and outlines extensive due diligence and reporting requirements, whichmost banks have viewed as onerous. The FinCEN Memo currently remains in place, but it is unclear at this time whether the current administrationwill continue to follow the guidelines of the FinCEN Memo. Such requirements could negatively affect the ability of certain of the endusers of our products to establish and maintain banking connections.

We are subject to extensive anti-corruptionlaws and regulations.

The Company’s foreign operations, if andwhen established, must comply with all applicable laws, which may include the U.S. Foreign Corrupt Practices Act (FCPA), the UK BriberyAct or other anti-corruption laws. These anti-corruption laws generally prohibit companies and their intermediaries from making improperpayments or providing anything of value to improperly influence government officials or private individuals for the purpose of obtainingor retaining a business advantage regardless of whether those practices are legal or culturally expected in a particular jurisdiction.Recently, there has been a substantial increase in the global enforcement of anti-corruption laws. Although the Company has a complianceprogram in place designed to reduce the likelihood of potential violations of such laws, violations of these laws could result in criminalor civil sanctions and have an adverse effect on the Company’s reputation, business and results of operations and financial condition.

Our business,results of operations and financial condition may be adversely affected by pandemic infectious diseases, particularly the recent novelcoronavirus strain known as COVID-19.

Pandemic infectiousdiseases, such as the current COVID-19 strains, may adversely impact our business, consolidated results of operations and financial condition.The global spread of COVID-19 has created significant volatility and uncertainty and economic disruption. The extent to which COVID-19impacts our business, operations and financial results will depend on numerous evolving factors that we may not be able to accuratelypredict, including: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been andcontinue to be taken in response to the pandemic; the impact of the pandemic on economic activity and actions taken in response; theeffect on our customers and customer demand our services, products and solutions; our ability to sell and provide its services and solutions,including as a result of travel restrictions and people working from home; the ability of our customers to pay for our services and solutions;and any closures of our offices and the offices and facilities of our customers. COVID-19, as well as measures taken by governmentalauthorities to limit the spread of this virus, may interfere with the ability of our employees, suppliers, and other business providersto carry out their assigned tasks or supply materials or services at ordinary levels of performance relative to the requirements of ourbusiness, which may cause us to materially curtail certain of our business operations. We require additional funding and such fundingmay not be available to us as a result of contracting capital markets resulting from the COVID-19 pandemic. Any of these events couldmaterially adversely affect our business, financial condition, results of operations and/or stock price.

Natural disasters, pandemic outbreaks orother health crises could disrupt business and result in lower sales and otherwise adversely affect our financial performance.

The occurrence of one or more natural disasters,climate change, pandemic outbreaks or other health crises (including but not limited to the COVID-19 outbreak), could adversely affectour business and financial performance. If any of these events result in the closure of one or more of our dispensaries, extended sickleave involving our personnel, or impact key suppliers, our operations and financial performance could be materially adversely affectedthrough an inability to provide other support functions to our stores and through lost sales. These events also could affect consumershopping patterns or prevent customers from reaching our dispensaries, which could lead to lost sales and higher markdowns, the temporarylack of an adequate work force in a market, the temporary or long-term disruption of product availability in our dispensaries and thetemporary or long-term inability to obtain technology needed to effectively run our business.

Our business may be impacted by geopoliticalevents, war, terrorism, and other related business interruptions.

War, terrorism, geopolitical uncertainties, andother related business interruptions have caused and could cause damage or disruption to international commerce and the global economy,and thus could have a material adverse effect on the Company, its suppliers, logistics providers, manufacturing vendors and customers.The Company’s business operations are subject to interruption by, among others, disasters, whether as a result of war, refugeecrises, fire, power shortages, nuclear power plant accidents and other industrial accidents, terrorist attacks and other hostile acts,labor disputes, and other events beyond its control. Such events could decrease demand for the Company’s products, make it difficultor impossible for the Company to develop, prototype, make and deliver products to its customers or to receive components from its suppliers,and create delays and inefficiencies in the Company’s supply chain. While the Company’s suppliers are expected to maintainsafe working environments and operations, an industrial accident could occur and could result in disruption to the Company’s businessand harm to the Company’s reputation. In any event of business interruption, the Company could incur significant losses, requiresubstantial recovery time and experience significant expenditures in order to resume operations.

Security breaches and other disruptionsto our information technology infrastructure could interfere with our operations and could compromise the Company’s and its customers’and suppliers’ information, exposing us to liability that would cause the Company’s business and reputation to suffer.

In the ordinary course of business, the Companyrelies upon information technology networks and systems, some of which are managed by third parties, to process, transmit and store electronicinformation, and to manage or support a variety of business processes and activities, including supply chain, manufacturing, distribution,invoicing and collection of payments from intermediaries or other purchasers or lessees of our equipment. We use information technologysystems to record, process and summarize financial information and results of operations for internal reporting purposes and to complywith regulatory financial reporting, legal and tax requirements. Additionally, we collect and store sensitive data, including intellectualproperty, proprietary business information and the proprietary business information of the Company’s customers and suppliers, aswell as personally identifiable information of our customers and employees, in third party data centers, “cloud” providersand on information technology networks. The secure operation of these information technology networks, and the processing and maintenanceof this information is critical to the Company’s business operations and strategy. Such third parties, as well as the Company’sinformation technology networks, cloud and infrastructure may be vulnerable to damage, disruptions or shutdowns due to attacks by hackersor breaches due to employee error or malfeasance or other disruptions during the process of upgrading or replacing computer softwareor hardware, power outages, computer viruses, telecommunication or utility failures or natural disasters or other catastrophic events.The occurrence of any of these events could compromise the respective storage networks, data centers or cloud, and the information storedthere could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result inlegal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, disrupt operations,and damage our reputation, which could adversely affect the Company’s business.

Our suppliers, contract manufacturers andcustomers are subject to and affected by increasingly rigorous environmental, health and safety laws and regulations of federal,state and local authorities in the U.S. and various regulatory authorities with jurisdiction over the Company’s operations. Inaddition, private civil litigation on these subjects has increased, primarily in the U.S.

Enforcement actions arising from violations ofenvironmental, health and safety laws or regulations can lead to investigation and defense costs, and result in significant fines orpenalties. In addition, new or more stringent requirements of governmental authorities could prevent or restrict the Company’soperations, or those of our suppliers and customers, require significant expenditures to achieve compliance and/or give rise to civilor criminal liability. There can be no assurance that violations of such legislation and/or regulations, or private civil claims fordamages to property or personal injury arising from the environmental, health or safety impacts of our operations, or those of our suppliersand customers, would not have consequences that result in a material adverse effect on our business, financial condition or results ofoperations.

Increasingly stringent engine emissionstandards could impact our ability to manufacture and distribute certain equipment, which could negatively affect business results.

The Company’s equipment operations mustmeet increasingly stringent engine emission reduction standards, including USEPA, Interim Tier 4/Stage IIIb and Final Tier 4/Stage IVnon-road diesel emission requirements in the U.S. and European Union.

We may incur increased costs due to newor more stringent greenhouse gas emission standards designed to address climate change and could be further impacted by physical effectsattributed to climate change on its facilities, suppliers and customers.

There is a growing political and scientific consensusthat emissions of greenhouse gases (GHG) continue to alter the composition of Earth’s atmosphere in ways that are affecting andare expected to continue to affect the global climate. These considerations may lead to international, national, regional or local legislativeor regulatory responses in the future. Various stakeholders, including legislators and regulators, shareholders and non-governmentalorganizations, as well as companies in many business sectors, including the Company, are considering ways to reduce GHG emissions. Theregulation of GHG emissions from certain stationary or mobile sources could result in additional costs to the Company or its suppliersin the form of taxes or emission allowances, facilities improvements and energy costs, which would increase our operating costs throughhigher contract manufacturing, utility, transportation and materials costs. Increased input costs and compliance-related costs couldalso impact customer operations and demand for our equipment. Because the impact of any future GHG legislative, regulatory or productstandard requirements on our businesses and products is dependent on the timing and design of mandates or standards, the Company is unableto predict its potential impact at this time.

Furthermore, the potential physical impacts ofclimate change on our suppliers and customers and therefore on our operations are highly uncertain and will be particular to the circumstancesdeveloping in various geographical regions. These may include long-term changes in temperature levels and water availability. These potentialphysical effects may adversely impact the demand for the Company’s products and the cost, production, sales and financial performanceof the Company’s operations.

Our business increasingly is subject toregulations relating to privacy and data protection, and if we violate any of those regulations, we could be subject to significant claims,penalties and damages.

Increasingly, the United States, the EuropeanUnion and other governmental entities are imposing regulations designed to protect the collection, maintenance and transfer of personalinformation. For example, the European Union adopted the General Data Protection Regulation (the “GDPR”) that imposes stringentdata protection requirements and greater penalties for non-compliance beginning in May 2018. The GDPR also protects a broader set ofpersonal information than traditionally has been protected in the United States and provides for a right of “erasure.” Otherregulations govern the collection and transfer of financial data and data security generally. These regulations generally impose penaltiesin the event of violations. While we attempt to comply with all applicable cybersecurity regulations, their implementation is complex,and, if we are not successful, we may be subject to penalties and claims for damages from regulators and the impacted individuals.

Risks Relating to Our Intellectual Property

Recent laws make it difficult to predicthow patents will be issued or enforced in our industry.

Changes in either the patent laws or interpretationof the patent laws in the United States and other countries may have a significant impact on our ability to protect our technology andenforce our intellectual property rights. There have been numerous recent changes to the patent laws and to the rules of the United StatesPatent and Trademark Office (the “USPTO”), which may have a significant impact on our ability to protect our technology andenforce our intellectual property rights. For example, the Leahy-Smith America Invents Act, which was signed into law in 2011, includesa transition from a “first-to-invent” system to a “first-to-file” system, and changes the way issued patentscan be challenged. Certain changes, such as the institution of inter partes review and post-grant and derivation proceedings, came intoeffect in 2012. Substantive changes to patent law associated with the Leahy-Smith America Invents Act may affect our ability to obtainpatents, and, if obtained, to enforce or defend them in litigation or inter partes review, or post-grant or derivation proceedings, allof which could harm our business.

We may not be able to adequately protectour intellectual property and other proprietary rights that are material to our business.

Our ability to compete effectively depends inpart on our rights to trademarks, patents and other intellectual property rights we own. We have not sought to register every one ofour intellectual properties either in the United States or in every country in which such intellectual property may be used. Furthermore,because of the differences in foreign trademark, patent and other intellectual property or proprietary rights laws, we may not receivethe same protection in other countries as we would in the United States with respect to the registered brand names and issued patentswe hold. If we are unable to protect our intellectual property, proprietary information and/or brand names, we could suffer a materialadverse effect on our business, financial condition and results of operations.

Litigation may be necessary to enforce our intellectualproperty rights and protect our proprietary information, or to defend against claims by third parties that our products or services infringetheir intellectual property rights. Any litigation or claims brought by or against us could result in substantial costs and diversionof our resources. A successful claim of trademark, patent or other intellectual property infringement against us, or any other successfulchallenge to the use of our intellectual property, could subject us to damages or prevent us from providing certain products or services,or using certain of our recognized brand names, which could have a material adverse effect on our business, financial condition and resultsof operations.

Obtaining and maintaining our patent protectiondepends on compliance with various procedural, document submissions, fee payment and other requirements imposed by governmental patentagencies, and our patent protection could be reduced or eliminated for noncompliance with these requirements.

Periodic maintenance or annuity fees on any issuedpatents are due to be paid to the USPTO, and/or foreign patent agencies in several stages over the lifetime of the patent. The USPTOand various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payments and othersimilar provisions during the patent application process. While an inadvertent or unintentional lapse can in many cases be cured by paymentof a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonmentor lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Noncomplianceevents that could result in abandonment or lapse of a patent or patent application include, but are not limited to, failure to respondto official actions within prescribed time limits, nonpayment of fees and failure to properly legalize and submit formal documents. Ifwe or our licensors fail to maintain the patents and patent applications covering our products, our competitors might be able to enterthe market, which would have a material adverse effect on our business.

From time to time, we may need to rely on licensesto proprietary technologies, which may be difficult or expensive to obtain or we may lose certain licenses which may be difficult toreplace, harming our competitive position.

We may need to obtain licenses to patents andother proprietary rights held by third parties to develop, manufacture and market our products, if, for example, we sought to developour products, in conjunction with any patented technology. If we are unable to timely obtain these licenses on commercially reasonableterms and maintain these licenses, our ability to commercially market our products, may be inhibited or prevented, which could have amaterial adverse effect on our business, results of operations, financial condition and cash flows.

In spite of our best efforts, our licensors mightconclude that we have materially breached our license agreements and might therefore terminate the license agreements, thereby removingour ability to develop and commercialize products and technology covered by these license agreements. If these in-licenses are terminated,or if the underlying patents fail to provide the intended exclusivity, competitors may have the freedom to market products identicalto ours.

Third parties may initiate legal proceedingsalleging that we are infringing their intellectual property rights, the outcome of which would be uncertain and could have a materialadverse effect on the success of our business.

Our success depends upon our ability to develop,manufacture, market and sell our products, and to use our proprietary technologies without infringing the proprietary rights of thirdparties. We may become party to, or threatened with, future adversarial proceedings or litigation regarding intellectual property rightswith respect to our products and technology, including interference or derivation proceedings and various other post-grant proceedingsbefore the USPTO and/or non-United States opposition proceedings. Third parties may assert infringement claims against us based on existingpatents or patents that may be granted in the future. As a result of any such infringement claims, or to avoid potential claims, we maychoose or be compelled to seek intellectual property licenses from third parties. These licenses may not be available on acceptable terms,or at all. Even if we are able to obtain a license, the license would likely obligate us to pay license fees, royalties, minimum royaltiesand/or milestone payments and the rights granted to us could be nonexclusive, which would mean that our competitors may be able to obtainlicenses to the same intellectual property. Ultimately, we could be prevented from commercializing a product and/or technology or beforced to cease some aspect of our business operations if, as a result of actual or threatened infringement claims, we are unable toenter into licenses of the relevant intellectual property on acceptable terms. Further, if we attempt to modify a product and/or technologyor to develop alternative methods or products in response to infringement claims or to avoid potential claims, we could incur substantialcosts, encounter delays in product introductions or interruptions in sales.

Intellectual property rights do not necessarilyaddress all potential threats to our competitive advantage.

The degree of future protection afforded by ourintellectual property rights is uncertain because intellectual property rights have limitations, and may not adequately protect our business,or permit us to maintain our competitive advantage. The following examples are illustrative:

Should any of these events occur, they couldsignificantly harm our business, results of operations and prospects.

We may be subject to claims that our employeeshave wrongfully used or disclosed alleged trade secrets of their former employers.

Although we try to ensure that our employeesdo not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or these employeeshave used or disclosed intellectual property, including trade secrets or other proprietary information, of any such employee’sformer employer. We are not aware of any threatened or pending claims related to these matters or concerning agreements with our employees,but in the future litigation may be necessary to defend against such claims. If we fail in defending any such claims, in addition topaying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending againstsuch claims, litigation could result in substantial costs and be a distraction to management.

Intellectual property disputes could causeus to spend substantial resources and distract our personnel from their normal responsibilities.

Even if resolved in our favor, litigation orother legal proceedings relating to intellectual property claims may cause us to incur significant expenses and could distract our personnelfrom their normal responsibilities. In addition, there could be public announcements of the results of hearings, motions or other interimproceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a substantialadverse effect on the value of our common stock. Such litigation or proceedings could substantially increase our operating losses andreduce the resources available for development activities or any future sales, marketing or distribution activities. We may not havesufficient financial or other resources to adequately conduct such litigation or proceedings. Some of our competitors may be able tosustain the costs of such litigation or proceedings more effectively than we can because of their greater financial resources. Uncertaintiesresulting from the initiation and continuation of patent litigation or other proceedings could have a material adverse effect on ourability to compete in the marketplace.

Risks Related to the Common Shares

The Company’s Common Share pricemay be volatile and as a result investor could lose all or part of their investment.

In addition to volatility associated with equitysecurities in general, the value of an investor’s investment could decline due to the impact of any of the following factors uponthe market price of the Common Shares:

Our Common Share price on the OTCQB has experiencedsignificant price and volume fluctuations. Stock markets in general have experienced extreme price and volume fluctuations, and the marketprices of securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affectthe market price of the Common Shares. As a result, an investor may be unable to sell any Common Shares such investor acquires at a desiredprice.

Potential future sales under Rule 144 maydepress the market price for our Common Shares.

In general, under Rule 144, a person who hassatisfied a minimum holding period of between 6 months and one-year and any other applicable requirements of Rule 144, may thereaftersell such shares publicly. A significant number of the Company’s currently issued and outstanding Common Shares held by existingshareholders, including officers and directors and other principal shareholders, are currently eligible for resale pursuant to and inaccordance with the provisions of Rule 144. The possible future sale of the Company’s Common Shares by its existing shareholders,pursuant to and in accordance with the provisions of Rule 144, may have a depressive effect on the price of its Common Shares in theover-the-counter market.

The Company’s Common Shares currentlydeemed a “penny stock”, which may make it more difficult for investors to sell their Common Shares.

The SEC has adopted regulations which generallydefine “penny stock” to be any equity security that has a market price less than $5.00 per Common Share or an exercise priceof less than $5.00 per Common Share, subject to certain exceptions. The Company’s s securities are covered by the penny stock rules,which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accreditedinvestors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 orindividuals with a net worth in excess of $1,000,000, exclusive of their principal residence, or annual income exceeding $200,000 or$300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwiseexempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information aboutpenny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with currentbid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthlyaccount statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, andthe broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting thetransaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stockrules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a specialwritten determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreementto the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary marketfor the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealersto trade its securities. The Company believes that the penny stock rules may discourage investor interest in and limit the marketabilityof its Common Shares.

The Company has never paid dividends onits Common Shares.

The Company has not paid dividends on its CommonShares to date, and it does not expect to pay dividends for the foreseeable future. The Company intends to retain its initial earnings,if any, to finance its operations. Any future dividends on Common Shares will depend upon the Company’s earnings, its then-existingfinancial requirements, and other factors, and will be at the discretion of the Board.

FINRA has adopted sales practice requirements,which may also limit an investor’s ability to buy and sell the Company’s Common Shares.

In addition to the “penny stock”rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must havereasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securitiesto their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financialstatus, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is ahigh probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make itmore difficult for broker-dealers to recommend that their customers buy the Company’s Common Shares, which may limit an investor’sability to buy and sell its stock and have an adverse effect on the market for the Common Shares.

Investors’ interests in the Companywill be diluted and investors may suffer dilution in their net book value per share of Common Shares if we issue additional employee/director/consultantoptions or if we sell additional Common Shares and/or warrants to finance its operations.

In order to further expand the Company’soperations and meet its objectives, any additional growth and/or expanded business activity will likely need to be financed through saleof and issuance of additional Common Shares. The Company will also in the future grant to some or all of its directors, officers, andkey employees and/or consultants options to purchase Common Shares as non-cash incentives. The issuance of any equity securities could,and the issuance of any additional Common Shares will, cause the Company’s existing shareholders to experience dilution of theirownership interests.

If the Company issues additional Common Sharesor decides to enter into joint ventures with other parties in order to raise financing through the sale of equity securities, investors’interests in the Company will be diluted and investors may suffer dilution in their net book value per share of Common Shares dependingon the price at which such securities are sold.

The issuance of additional shares of CommonShares may negatively impact the trading price of the Company’s securities.

We have issued Common Shares in the past andwill continue to issue Common Shares to finance our activities in the future. In addition, newly issued or outstanding options and warrantsto purchase Common Shares may be exercised, resulting in the issuance of additional Common Shares. Any such issuance of additional CommonShares would result in dilution to the Company’s shareholders, and even the perception that such an issuance may occur could havea negative impact on the trading price of the Common Shares.

The issuance of a large number of sharesof our Common Stock could significantly dilute existing stockholders and negatively impact the market price of our Common Stock.

On January 6, 2021, the Company entered intoan Equity Purchase Agreement, with Peak One providing that, upon the terms and subject to the conditions thereof, Peak One is committedto purchase, on an unconditional basis, shares of Common Stock (“Put Shares”) at an aggregate price of up to $10 millionover the course of the commitment period. Pursuant to the terms of the equity purchase agreement, the purchase price for each of thePut Shares equals 89% of the Market Price on such date on which the Purchase Price is calculated. The Market Price is defined in theEPA as the lesser of the (i) closing bid price of the Common Stock on the Principal Market on the Trading Day immediately preceding therespective Put Date, or (ii) the lowest closing bid price of the Common Shares on the Principal Market for any Trading Day during theValuation Period. The Valuation Period is defined as the period of seven (7) Trading Days immediately following the Clearing Date associatedwith the applicable Put Notice. The Valuation Period begins on the first Trading Day following the Clearing Date.As a result, if we sellshares of Common Stock under the equity purchase agreement, we will be issuing Common Stock at below market prices, which could causethe market price of our Common Stock to decline, and if such issuances are significant in number, the amount of the decline in our marketprice could also be significant. In general, we are unlikely to sell shares of Common Stock under the equity purchase agreement at atime when the additional dilution to stockholders would be substantial unless we are unable to obtain capital to meet our financial obligationsfrom other sources on better terms at such time. However, if we do, the dilution that could result from such issuances could have a materialadverse impact on existing stockholders and could cause the price of our common stock to fall rapidly based on the amount of such dilution.

The Selling Securityholders may sell alarge number of shares, resulting in substantial diminution to the value of shares held by existing stockholders.

Pursuant to the Equity Purchase Agreement, weare prohibited from delivering a Put Notice to Peak One to the extent that the issuance of shares would cause the Selling Securityholdersto beneficially own more than 4.99% of our then-outstanding shares of common stock; provided, however, the Selling Securityholders intheir sole discretion can waive this ownership limitation up to 9.99% of our then-outstanding shares of Common Stock. These restrictionshowever, do not prevent the Selling Stockholder from selling shares of Common Stock received in connection with the Equity Line and thenreceiving additional shares of Common Stock in connection with a subsequent issuance. In this way, the Selling Securityholders couldsell more than 4.99% (or 9.99% if 4.99% ownership limitation is waived) of the outstanding shares of Common Stock in a relatively shorttime frame while never holding more than 4.99% (or 9.99% if 4.99% ownership limitation is waived) at any one time. As a result, existingstockholders and new investors could experience substantial diminution in the value of their shares of Common Stock. Additionally, wedo not have the right to control the timing and amount of any sales by the Selling Securityholders of the shares issued under the EquityLine.

The Company faces risks related tocompliance with corporate governance laws and financial reporting standards.

The Sarbanes-Oxley Act of 2002, as well as relatednew rules and regulations implemented by the SEC and the Public Company Accounting Oversight Board, require changes in the corporategovernance practices and financial reporting standards for public companies. These laws, rules and regulations, including compliancewith Section 404 of the Sarbanes-Oxley Act of 2002 relating to internal control over financial reporting, referred to as Section 404,materially increase the Company’s legal and financial compliance costs and make certain activities more time-consuming and burdensome.

Cautionary Note

We have sought to identify what we believe tobe the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized norcan we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factorsbefore making an investment decision with respect to our common stock.

DISCLOSUREREGARDING FORWARD-LOOKING STATEMENTS

Except for statements of historical facts,this Prospectus contains forward-looking statements involving risks and uncertainties. The words “anticipate,” “believe,”“estimate,” “expect,” “future,” “intend,” “plan” or the negative of theseterms and similar expressions or variations thereof are intended to forward looking statements. Such statements reflect the current viewof the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including therisks contained in the section of this registration statement on Form S-1 entitled “Risk Factors”) relating to the Registrant’sindustry, the Registrant’s operations and results of operations and any businesses that may be acquired by the Registrant. Shouldone or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differsignificantly from those anticipated, believed, estimated, expected, intended or planned.

Although the Registrant believes that theexpectations reflected in the forward-looking statements are reasonable, the Registrant cannot guarantee future results, levels of activity,performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Registrantdoes not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussionshould be read in conjunction with the Registrant’s financial statements and the related notes included in this registration statementon Form S-1.

USEOF PROCEEDS

We will not receive any proceeds from the dispositionand/or resale of the shares of common stock by the Selling Stockholders or their transferees. We will, however, receive cash proceedsfrom the Put Notices we issue to Peak One Opportunity Fund, LP (“Peak One”), which we, while we retain broad discretion onthe use of proceeds, intend to use for general corporate and operating expenses.

SELLING SHAREHOLDERS

The selling security holders identified in thisprospectus may offer and sell:

Peak One Investments is the general partner ofPeak One Opportunity Fund, LP.

The selling security holders identified in thetable below may from time to time offer and sell under this prospectus any or all of the shares of common stock described under the column“Shares to be Offered” in the table below.

Peak One and Peak One Investments will be deemedto be underwriters within the meaning of the Securities Act. Any profits realized by the selling stockholders may be deemed to be underwritingcommissions.

We cannot give an estimate as to the number ofshares of common stock that will actually be held by the selling stockholders upon termination of this offering, because each sellingsecurity holder may offer some or all of the common stock being registered on their individual behalf under the offering contemplatedby this prospectus or acquire additional shares of common stock. The total number of shares that may be sold hereunder will not exceedthe number of shares offered hereby. Please read the section entitled “Plan of Distribution” in this prospectus.

The following table sets forth the name of the selling stockholder,the number of shares of our common stock beneficially owned by such stockholder before this offering, the number of shares to be offeredfor such stockholders’ account and the number and (if one percent or more) the percentage of the class to be beneficially ownedby such stockholders after completion of the offering. The number of shares owned are those beneficially owned, as determined under therules of the SEC, and such information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules,beneficial ownership includes any shares of our common stock as to which a person has sole or shared voting power or investment powerand any shares of common stock which the person has the right to acquire within 60 days of the date as of which the information is provided,through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of apower of attorney or revocation of a trust, discretionary account or similar arrangement, and such shares are deemed to be beneficiallyowned and outstanding for computing the share ownership and percentage of the person holding such options, warrants or other rights, butare not deemed outstanding for computing the percentage of any other person. Beneficial ownership percentages are calculated based on200,435,331 shares of our common stock outstanding as of April 22, 2022 and including the issuance of such shares to be purchased andCommitment Fee Shares to be issued.

Unless otherwise set forth below, (a) the personsand entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the sellingstockholder’s name, subject to community property laws, where applicable, and (b) no selling stockholders had any position, officeor other material relationship within the past three years, with us or with any of our predecessors or affiliates. The number of sharesof common stock shown as beneficially owned before the offering is based on information furnished to us or otherwise based on informationavailable to us at the timing of the filing of the registration statement of which this prospectus forms a part.

Notes:

PLANOF DISTRIBUTION

We are registering the Common Shares to permitthe resale of those Common Shares under the Securities Act from time to time after the date of this Prospectus at the discretion of theholders of such Common Shares. We will not receive any of the proceeds from the sale by the selling shareholders of the Common Shares.We will bear all fees and expenses incident to our obligation to register the Common Shares.

Each selling shareholder and any of their pledgees,assignees and successors-in-interest may, from time to time, sell any or all of their Common Shares on the OTCQB, or any other stockexchange, market, quotation service or trading facility on which the shares are traded or in private transactions, provided that allapplicable laws are satisfied. The selling shareholders may also sell their Common Shares directly or through one or more underwriters,broker-dealers, or agents. If the Common Shares are sold through underwriters or broker-dealers, the selling shareholders will be responsiblefor underwriting discounts or commissions or agent’s commissions. The Common Shares may be sold in one or more transactions atfixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiatedprices. A selling shareholder may use any one or more of the following methods when selling shares:

The selling shareholders may also sell sharespursuant to Rule 144 under the Securities Act, if available, rather than under this Prospectus.

If the selling shareholders effect such transactionsby selling Common Shares to or through underwriters, broker-dealers, or agents, such underwriters, broker-dealers, or agents may receivecommissions in the form of discounts, concessions, or commissions from the selling shareholders or commissions from purchasers of theCommon Shares for whom they may act as agent or to whom they may sell as principal (which discounts, concessions, or commissions as toparticular underwriters, broker-dealers, or agents may be in excess of those customary in the types of transactions involved). Broker-dealersengaged by any selling shareholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissionsor discounts from the selling shareholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) inamounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excessof a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdownin compliance with FINRA IM-2440.

In connection with sales of Common Shares orinterests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions,which may in turn engage in short sales of the Common Shares in the course of hedging in positions they assume. The selling shareholdersmay also sell Common Shares short and deliver Common Shares covered by this Prospectus to close out their short positions and to returnborrowed shares in connection with such short sales. The selling shareholders may also loan or pledge Common Shares to broker-dealersthat in turn may sell such Common Shares. The selling shareholders may also enter into option or other transactions with broker-dealersor other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealeror other financial institution of Common Shares offered by this Prospectus, which Common Shares such broker-dealer or other financialinstitution may resell pursuant to this Prospectus (as supplemented or amended to reflect such transaction).

The selling shareholders and any broker-dealersor agents that are involved in selling the Common Shares may be deemed to be “underwriters” within the meaning of the SecuritiesAct, in connection with such sales. In such event, any commissions received by, or any discounts or concessions allowed to, any suchbroker-dealer or agent and any profit on the resale of any Shares purchased by them may be deemed to be underwriting commissions or discountsunder the Securities Act. At the time a particular offering of the Common Shares is made, a prospectus supplement, if required, willbe distributed that will set forth the aggregate amount of Common Shares being offered and the terms of the offering, including the nameor names of any broker-dealers or agents, any discounts, commissions, and other terms constituting compensation from the selling shareholdersand any discounts, commissions, or concessions allowed or re-allowed or paid to broker-dealers.

Peak One has informed us that it does not haveany written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Shares.

Because the selling shareholders may be deemedto be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirementsof the Securities Act, including Rule 172 thereunder. Once this registration statement becomes effective, we intend to file the finalprospectus with the SEC in accordance with SEC Rules 172 and 424. Provided we are not the subject of any SEC stop orders and we are notsubject to any cease and desist proceedings, the obligation to deliver a final prospectus to a purchaser will be deemed to have beenmet.

There is no underwriter or coordinating brokeracting in connection with the proposed sale of the resale shares by the selling shareholders.

Under the securities laws of some states, theCommon Shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the CommonShares may not be sold unless such shares have been registered or qualified for sale in such state, or an exemption from registrationor qualification is available and is complied with.

There can be no assurance that any selling shareholderwill sell any or all of the Common Shares registered pursuant to the registration statement of which this Prospectus forms a part.

Under applicable rules and regulations underthe Exchange Act, any person engaged in the distribution of the Common Shares may not simultaneously engage in market making activitieswith respect to the Common Shares for the applicable restricted period, as defined in Regulation M, prior to the commencement of thedistribution. In addition, the selling shareholders will be subject to applicable provisions of the Exchange Act, and the rules and regulationsthereunder, including Regulation M, which may limit the timing of purchases and sales of Common Shares by the selling shareholders orany other person. All of the foregoing provisions may affect the marketability of the Common Shares and the ability of any person orentity to engage in market-making activities with respect to the Common Shares.

We will pay all expenses of the registrationof the Common Shares, estimated to be approximately [$30,000] in total, including, without limitation, SEC filing fees, expenses of compliancewith state securities or “blue sky” laws, and legal and accounting fees; provided, however, that a selling shareholder willpay all underwriting discounts and selling commissions, if any. We will indemnify the selling shareholders against liabilities, includingsome liabilities under the Securities Act, in accordance with applicable registration rights agreements, if any, or the selling shareholderswill be entitled to contribution. We may be indemnified by the selling shareholders against civil liabilities, including liabilitiesunder the Securities Act, that may arise from any written information furnished to us by the selling shareholder specifically for usein this Prospectus, in accordance with the related registration rights agreement, or we may be entitled to contribution.

We agreed to keep this Prospectus effective untilthe earlier of (i) the date on which the Common Shares may be resold by the selling shareholders without registration and without therequirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144 or (ii) allof the Common Shares have been sold pursuant to this Prospectus or Rule 144 under the Securities Act or any other rule of similar effect.

Once sold under the registration statement ofwhich this Prospectus forms a part, the Common Shares will be freely tradable in the hands of persons other than our affiliates.

DESCRIPTIONOF SECURITIES TO BE REGISTERED

Our authorized capital stock consists of consists of 500,000,000 CommonShares with a par value of $0.001 per Common Share. As of April 22, 2022, there were 200,435,331 Common Shares outstanding.

The following description of our Common Sharesand provisions of our articles of association and by-laws is only a summary. Investors are directed for a complete description of theterms and provisions of our articles and by-laws, which are exhibits to the registration statement which contains this Prospectus. Weencourage you to review complete copies of our articles and by-laws.

Voting Rights

Holders of the Common Shares are entitled toone vote per share on all matters to be voted upon by the shareholder.

Dividend Rights

Holders of Common Shares are entitled to receiveratably such dividends, if any, as may be declared by the Board out of funds legally available for dividends. The Company has not declareda dividend in its history and there are no plans to declare a dividend in the foreseeable future.

Liquidation Rights

Upon the liquidation, dissolution, or windingup of our company, the holders of Common Shares are entitled to share ratably in all of our assets which are legally available for distributionafter payment of all debts and other liabilities.

Conversion and Redemption

Holders of Common Shares have no pre-emptive,subscription, redemption or conversion rights.

Change of Control

Nevada’s “Acquisition of ControllingInterest Statute” applies to Nevada corporations that have at least 200 shareholders, with at least 100 shareholders of recordbeing Nevada residents and that do business directly or indirectly in Nevada. Where applicable, the statute prohibits an acquiror fromvoting shares of a target company’s stock after exceeding certain threshold ownership percentages, until the acquiror providescertain information to the company and a majority of the disinterested shareholders vote to restore the voting rights of the acquiror’sshares at a meeting called at the request and expense of the acquiror. If the voting rights of such shares are restored, shareholdersvoting against such restoration may demand payment for the “fair value” of their shares. The Nevada statute also restrictsa “business combination” with “interested shareholders”, unless certain conditions are met, with respect to corporationswhich have at least 200 shareholders of record. A “combination” includes:

An “interested shareholder” is aperson who, together with affiliates and associates, beneficially owns (or within the prior three years, did beneficially own) 10% ormore of the corporation’s voting stock. A corporation to which this statute applies may not engage in a “combination”within three years after the interested shareholder acquired its shares, unless the combination or the interested shareholder’sacquisition of shares was approved by the board of directors before the interested shareholder acquired the shares. If this approvalwas not obtained, then after the three-year period expires, the combination may be consummated if all applicable statutory requirementsare met.

Approval of mergers, conversion, amendments tothe articles of incorporation, and sales, leases or exchanges of all of the property or assets of a corporation, whether or not in theordinary course of business, requires the affirmative vote or consent of the holders of a majority of the outstanding shares entitledto vote, except that, unless required by the articles of incorporation, no vote of shareholders of the corporation surviving a mergeris necessary if:

MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Note of Caution Regarding Forward-LookingStatements

Certain statements in this report, includingstatements in the following discussion, are what are known as “forward looking statements”, which are basically statementsabout the future. For that reason, these statements involve risk and uncertainty since no one can accurately predict the future. Wordssuch as “plans,” “intends,” “will,” “hopes,” “seeks,” “anticipates,”“expects “and the like often identify such forward looking statements, but are not the only indication that a statement isa forward-looking statement. Such forward looking statements include statements concerning our plans and objectives with respect to thepresent and future operations of the Company, and statements which express or imply that such present and future operations will or mayproduce revenues, income or profits. Numerous factors and future events could cause the Company to change such plans and objectives orfail to successfully implement such plans or achieve such objectives, or cause such present and future operations to fail to producerevenues, income or profits. Therefore, the reader is advised that the following discussion should be considered in light of the discussionof risks and other factors contained in this Prospectus and in the Company’s other filings with the Securities and Exchange Commission.No statements contained in the following discussion should be construed as a guarantee or assurance of future performance or future results.

Background and Overview

Results of Operations

Comparison of the fiscal years ended December31, 2021 and December 31, 2020

Revenue

During the fiscal year ended December 31, 2021,the Company generated total revenues of $0 as compared to $781,455 during the fiscal year ended December 31, 2020; a decrease of $781,455or 100%.

Expenses

During the fiscal year ended December 31, 2021,the Company reported total operating expenses of $7,991,827 as compared to $6,572,017 during the fiscal year ended December 31, 2020;an increase of $1,419,810 or approximately 22%.

Net Loss and Comprehensive Loss

During the fiscal year ended December 31, 2021,the Company reported a net loss and comprehensive loss of $12,859,643 as compared to $11,815,907 during the fiscal year ended December31, 2020; an increase of $1,043,736 or approximately 9%.

Liquidity and Capital Resources

After completion of a $10.3 million private placementin November 2021 and the conversion of $4.9 million of convertible debt to common shares, the Company has sufficient resources to meetsits existing obligations for a period of at least twelve months, and likewise sufficient resources to implement its new business planarising from the acquisition of the assets of Cryocann USA Corp.

Current Assets and Total Assets

As of December 31, 2021, the Company’sbalance sheet reflects that the Company had: i) total current assets of $6,530,222, compared to total current assets of $7,798,154 atDecember 31, 2020 – a decrease of $1,267,932 or approximately 16%; and ii) total assets of $15,583,822, compared to total assetsof $7,798,154 at December 31, 2020 – an increase of $7,785,668 or approximately 100%. The increase in total assets was predominantlydue to the assets acquired in the Cryocann acquisition and a note receivable from the sale of the Company’s discontinued operations.

Current Liabilities and Total Liabilities

As of December 31, 2021, the Company’sbalance sheet reflects that the Company had: i) total current liabilities of $1,882,419, compared to total current liabilities of $4,125,851at December 31, 2020 – a decrease of $2,243,432 or approximately 54%; and ii) total liabilities of $2,059,502, compared to totalliabilities of $4,192,860 at December 31, 2020 – a decrease of $2,133,358 or approximately 51%. The decrease in current and totalliabilities was predominantly due to the disposal of the Company’s discontinued operations.

Cash Flow

For the years ended December 31, 2021 and 2020,the Company had net cash used in operating activities of $5,600,512 and $3,749,621, respectively.

Off-Balance Sheet Arrangements

QUANTITATIVEAND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, as defined inRule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.

DIRECTORS,EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

Our directors and executive officers and theirrespective ages, positions, and biographical information are set forth below.

Christian Noël, Chief Executive Officer& Director

Christian Noel is a trusted investor and businessstrategist, who has held senior positions in financial and investment organizations in Montreal, Canada, for the last 21 years. Duringhis career, he has acquired extensive experience in risk management, tax planning, investment banking, and financial strategy designand execution.

In 2005 he joined Richardson GMP as Vice-Presidentand Partner. Richardson GMP is a non-bank organization that specializes in portfolio management for high-net-worth individuals and families.

In 2014 Christian was admitted as a portfoliomanager of GVC Ltd, a boutique wealth management firm based in Montreal, and was subsequently named Partner. At GVC, he developed a deepunderstanding of the nascent cannabis industry, building a team to analyze investment opportunities in all facets of the cannabis valuechain, thereby providing clients with a superior range of services.

Christian expertise spans many different industriesand has performed numerous due diligence activities over the last 20 years. He specializes in small and mid-cap companies as well assophisticated alternative investment strategies. Christian is fluent in English and French and possesses a vast network of relationshipsin North American, European, and other regional capital markets.

Philip Mullin, Chief Financial Officer

Philip Mullin has 30 years’ experience as CFO, COO, and in consultingand turnarounds for businesses with revenues of less than $100 million and has served as Chief Financial Officer of the Company sinceJune, 20219. Mr. Mullin was previously managing director of Somerset Associates LLC, a CFO, accounting, tax and financial consulting company.Since 2009, he has operated primarily in consulting and interim CFO roles in multiple sectors including fintech, blockchain, drones, recycling,medical marijuana, and electrical power generation. From 2003-09, Mr. Mullin was a partner of Tatum Partners, a human capital firm engagedin providing CFO services. Within Tatum, Mr. Mullin served in numerous leadership roles: from 2006-09, as CFO of Zi Corporation, a leadingsoftware development company specializing in mobile phones, which was sold in April 2009 to Nuance Communications; from 2003-06, as interimCFO of Homax Products, Vice President Finance of Yakima Products, and as a consultant in several engagements in industrial construction,manufacturing and air transportation. From 2001-03, he served as turnaround consultant to companies in the telecom sector during the criticalpost-9/11 timeframe; from 1995-2001, he was engaged in various C-level capacities in a public entity that was restructured and eventuallybecame International DisplayWorks, a manufacturer of LCD displays based in Rocklin, California with operations in Shenzhen, China, whichwas later sold to Flextronics.

Mr. Mullin began his career in banking in 1982after completing his MBA from University of Western Ontario Richard Ivey School of Business in London, Ontario, Canada and BA in Economicsfrom Wilfrid Laurier University, in Waterloo, Ontario, Canada.

Patricia Kovacevic, General Counsel &Head of External Affairs

An experienced legal and compliance departmentleader, Patricia I. Kovacevic’s career comprises leading senior legal and regulatory positions with FDA-regulated multinationals,including Philip Morris International and Lorillard, as well as partner roles with large law firms.

Her expertise includes corporate law, compliance,M&A, US and global food, drug, nicotine and consumer goods regulation, cannabis/CBD regulation, external affairs and the legal frameworkapplicable to marketing, media communications, investigations, FCPA, trade sanctions, privacy, intellectual property, product developmentand launch. She also led cross-disciplinary teams engaged in scientific research efforts. She has served on various trade associationbodies and conference advisory boards. Ms. Kovacevic authored several articles on nicotine regulation, co-authored an academic treatise,“The Regulation of E-Cigarettes” and is often invited as a keynote speaker or panelist before global conferences and governmentagencies public hearings.

Patricia Kovacevic is an attorney admitted topractice in New York, before the U.S. Tax Court, before the U.S. Court of International Trade and before the Supreme Court of the UnitedStates. She holds a Juris Doctor (Doctor of Law) degree from Columbia Law School in New York and completed the Harvard Business School“Corporate Leader” executive education program. Ms. Kovacevic speaks several languages, including French, Italian, Spanish,Romanian and Croatian.

Dr. Delon Human, Chairman of the Board

Dr. Delon Human, M.B.Ch.B., M.Prax.Med, MFGP,DCH, MBA serves as President of the Board of Directors of Cryomass Technologies Inc

He is an experienced global business leader,published author and health & technology consultant. He serves as President of Health Diplomats, a specialized health, technologyand nutrition consulting group, operating worldwide. Health Diplomats clients include Fortune 500 companies such as Johnson & Johnson,Pfizer, Nestlé, McDonald’s, Nicoventures, BAT, ABInBev, foundations such as the IKEA Foundation, Rockefeller Foundation,PepsiCo Foundation; governments such as Ireland, South Africa, Kuwait and Taiwan and NGOs such as the International Food and BeverageAlliance (IFBA).

From 2016 to 2020, he served as Director (Vice-Chairman)of the Board of Pharmacielo, a biopharmaceutical health & wellness company, from its early phase, to its listing on the Toronto StockExchange. Since August 2019, he has also served on the board of Redwood Green Corporation (now called Cryomass Technologies Inc), fromDecember 2019 as Chairman of the Board. This company is listed on the USA OTCQB stock exchange. In addition, he serves on the board ofthe Fio Corporation, a big data and medical diagnostics company.

He has acted as adviser to three WHO Directors-Generaland to UN Secretary-General Ban Ki Moon. Up to 2014 he served as Secretary-General and Special Envoy to WHO / UN of the InternationalFood and Beverage Alliance, a group of leading food and non-alcoholic beverage companies with a global presence (including Unilever,Nestlé, McDonald’s, Coca-Cola, PepsiCo, Ferrero, Mars, General Mills, Mondeléz and the Bel Group). He serves on theBoard of Directors / Advisory Boards of selected health, wellness and medical diagnostics companies.

Up to 2005, Dr. Human served as secretary generalof the World Medical Association (WMA), the global representative body for physicians. He was instrumental in the establishment of theWorld Health Professions Alliance, an alliance of the global representative bodies of physicians, nurses, pharmacists, dentists and physicaltherapists. During 2006 he was elected to serve as the secretary-general of the Africa Medical Association (AfMA). He is a fellow ofthe Russian and Romanian Academies of Medical Sciences. He is a published author, international lecturer and health care consultant specializingin global health strategy, corporate and product transformation, harm reduction, access to healthcare and health communication. He authoredthe book “Wise Nicotine” in 2009, in which the preferred future for tobacco harm reduction and the emergence of next generationnicotine products was described. Editor of the book “Caring Physicians of the World”, a project in collaboration with PfizerInc.

He was a clinician for two decades, part of thepediatric endocrinology research and diabetes unit at the John Radcliffe Hospital and was involved in the establishment of several medicalcenters, a hospital and emergency clinic in South Africa.

Dr. Human qualified as a physician in South Africaand completed his postgraduate studies in family medicine and child health in South Africa and Oxford, England. His business studies(MBA) were completed at the Edinburgh Business School.

Mario Gobbo, Director

Mario Gobbo has 35 years of banking and corporatefinance experience in healthcare and energy. His expertise encompasses venture capital and private equity as well as investment bankingand strategic advisory services. Mr. Gobbo currently serves as acting Chief Business Officer of Xcovery, a cancer-based biotech companyand is Chairman of the Supervisory Board of Chair of Cinkarna Celje, a fine chemicals for paints (titanium dioxide) company based inCelje, Slovenia. Until recently, he was on the board of Zavarovalnica Triglav, the largest Slovene insurance company spearheading healthcareinsurance in Central Europe and was Chairman of the Board and Chair of the Audit Committee of Helix BioPharma, a Toronto-listed biotechcompany developing interesting novel complex biomolecules to combat various cancers. As an executive director, he was also on the boardof Lazard Brothers, London.

While Managing Director for Health Care CapitalMarkets and Advisory with Natixis Bleichroeder in New York, from 2006 to 2009, he secured transactions for the bank’s M&A andequity capital markets pharmaceuticals and life sciences group. He obtained mandates for several IPOs and follow-on transactions on NASDAQ,as well as advisory assignments for health care and medical devices companies. When with the International Finance Corporation, a WorldBank Group institution dealing with private sector investments, the team he led completed several highly successful equity and loan investmentsin biotech and generic pharmaceutical companies and funds in India, Latin America, China and Central Europe. From 1993 to 2001, he waswith Lazard in London, where he created and managed their Central and Eastern European operations, including Turkey. Mr. Gobbo advisedon M&A, fundraising and privatization efforts for several key firms in the region.

Mario Gobbo holds a Bachelor of Arts in OrganicChemistry from Harvard College, a Master of Science in Biochemistry from the University of Colorado and an MBA, a Master of BusinessEconomics and a PhD (Management) from the Wharton School of the University of Pennsylvania.

Mark Radke, Director

Mark Radke is a lawyer with a distinguished careerin the area of financial services, specializing in federal securities regulation. As the Chief of Staff of the Securities and ExchangeCommission under Chairman Harvey Pitt, he was responsible for that agency’s rulemaking in response to the Sarbanes Oxley Act. Inprivate practice, as partner at several multinational law firms, he has represented corporations, brokerage and accounting firms, hedgefunds and individuals on corporate governance, compliance, and regulatory issues involving not only the SEC but other federal and stateregulators.

He was active in advising clients on legislativeinitiatives that lead to the Dodd-Frank Act of 2010, and in subsequent efforts to extend, implement or amend various components of thatand other federal securities legislation.

As an adjunct professor at the Georgetown UniversityLaw Center, he has taught classes in aspects of securities regulation since 1999. He holds a B.A., University of Washington, J.D., Universityof Baltimore, LI.M., Securities Regulation, Georgetown University Law Center.

Simon Langelier - Director 

Simon Langelier is currently a director of ImperialBrands PLC, a British multinational company with a comprehensive portfolio of traditional and non-combustible tobacco and nicotine products.

Previously, in his 30-year career with PhilipMorris International, Simon Langelier served in several senior positions, including President Eastern Europe, Middle East & Africa,President Eastern Asia and President of Next Generation Products & Adjacent Businesses. He was also Managing Director in numerouscountries in Europe and Colombia.

Mr. Langelier is currently an Honorary ProfessorialFellow at Lancaster University in the U.K, a member of the Dean’s Council of that university’s Management School and a BScManagement Sciences graduate from the same institution.

Information Concerning the Board of Directorsand Certain Committees

The Board of Directors currently consists offive directors, four of whom the Board of Directors has determined are independent within the meaning of the rules of the OTCQB, whichthe Company has adopted as its definition of independence in the Audit Committee Charter. The Board of Directors held four regularlyscheduled meetings during the 2021 fiscal year, and two special meetings during the 2021 fiscal year. Each of the directors attendedall meetings of the Board of Directors and committees on which they served during the 2021 fiscal year. The Board of Directors does nothave a formal policy governing director attendance at its annual meeting of stockholders.

The standing committees of the Board of Directorsare the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, each of which was formed in2019.

Audit Committee. The purpose of the AuditCommittee is to oversee (i) the integrity of our financial statements and disclosures, (ii) our compliance with legal andregulatory requirements, (iii) the qualifications, independence and performance of our independent auditing firm (the “ExternalAuditor”), (iv) the performance of our External Auditors, (v) our internal control systems, and (vi) our proceduresfor monitoring compliance with our Code of Business Conduct and Ethics.

The Audit Committee held four formal meetingsduring fiscal year 2021. The current members of the Audit Committee are Messrs. Gobbo (Chair) and Radke.

The Board of Directors has determined that eachmember of the Audit Committee meets the independence standards set forth in Rule 10A-3 promulgated under the Exchange Act and the independencestandards set forth in the rules of the OTCQB. The Board of Directors has determined that Mr. Gobbo qualifies as an “audit committeefinancial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K, promulgated under the Exchange Act.

The Audit Committee operates under a writtencharter that is reviewed annually. Under the charter, the Audit Committee is required to pre-approve the audit and non-audit servicesto be performed by our independent registered public accounting firm.

Our Audit Committee meets on a regular basis,at least quarterly and more frequently as necessary. Our Audit Committee’s primary function is to assist our Board of Directorsin fulfilling its oversight responsibilities by reviewing the financial information to be provided to stockholders and others, reviewingour system of internal controls, which management has established, overseeing the audit and financial reporting process, including thepreapproval of services performed by our independent registered public accounting firm, and overseeing certain areas of risk management.

Compensation Committee. The CompensationCommittee reviews the compensation strategy of the Company and consults with the Chief Executive Officer, as needed, regarding the roleof our compensation strategy in achieving our objectives and performance goals and the long-term interests of our stockholders. The CompensationCommittee has direct responsibility for approving the compensation of our Chief Executive Officer and makes recommendations to the Boardwith respect to our other executive officers. The term “executive officer” has the same meaning specified for the term “officer”in Rule 16a-1(f) under the Exchange Act.

Our Chief Executive Officer sets the compensationof anyone whose compensation is not set by the Board and reports to the Board regarding the basis for any such compensation if requestedby it.

The Compensation Committee may retain compensationconsultants, outside counsel and other advisors as the Board deems appropriate to assist it in discharging its duties.

The Compensation Committee held one formal meetingduring fiscal year 2021. The members of the Compensation Committee are Dr. Human (Chair), and Mr. Langelier.

The Compensation Committee operates under a writtencharter that is reviewed annually.

Nominating and Corporate Governance Committee.The Nominating and Corporate Governance Committee identifies and recommends to the Board individuals qualified to be nominated for electionto the Board and recommends to the Board the members and Chairperson for each Board committee.

In addition to stockholders’ general nominatingrights provided in our Bylaws, stockholders may recommend director candidates for consideration by the Board. The Nominating and CorporateGovernance Committee will consider director candidates recommended by stockholders if the recommendations are sent to the Board in accordancewith the procedures in the bylaws. All director nominations submitted by stockholders to the Board for its consideration must includeall of the required information set forth in our Bylaws.

Director Qualifications. In selectingnominees for director, without regard to the source of the recommendation, the Nominating and Corporate Governance Committee believesthat each director nominee should be evaluated based on his or her individual merits, taking into account the needs of the Company andthe composition of the Board. Members of the Board should have the highest professional and personal ethics, consistent with our valuesand standards and Code of Ethics. At a minimum, a nominee must possess integrity, skill, leadership ability, financial sophistication,and capacity to help guide us. Nominees should be committed to enhancing stockholder value and should have sufficient time to carry outtheir duties and to provide insight and practical wisdom based on their experiences. Their service on other boards of public companiesshould be limited to a number that permits them, given their individual circumstances, to responsibly perform all director duties. Inaddition, the Nominating and Corporate Governance Committee considers all applicable statutory and regulatory requirements and the requirementsof any exchange upon which our common stock is listed or to which it may apply in the foreseeable future.

Evaluation of Director Nominees. The Nominatingand Corporate Governance Committee will typically employ a variety of methods for identifying and evaluating nominees for director. TheNominating and Corporate Governance Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Boardare expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nominating and CorporateGovernance Committee will consider various potential candidates for director. Candidates may come to the attention of the Nominatingand Corporate Governance Committee through current directors, stockholders, or other companies or persons. The Nominating and CorporateGovernance Committee does not evaluate director candidates recommended by stockholders differently than director candidates recommendedby other sources. Director candidates may be evaluated at regular or special meetings of the Nominating and Corporate Governance Committeeand may be considered at any point during the year.

We do not have a formal policy with regard tothe consideration of diversity in identifying director nominees, but the Nominating and Corporate Governance Committee strives to nominatedirectors with a variety of complementary skills so that, as a group, the Board will possess the appropriate talent, skills, and expertiseto oversee our businesses. In evaluating director nominations, the Nominating and Corporate Governance Committee seeks to achieve a balanceof knowledge, experience, and capability on the Board. In connection with this evaluation, the Audit and Executive Oversight Committeewill make a determination of whether to interview a prospective nominee based upon the Board’s level of interest. If warranted,one or more members of the Nominating and Corporate Governance Committee, and others as appropriate, will interview prospective nomineesin person or by telephone. After completing this evaluation and any appropriate interviews, the Nominating and Corporate Governance Committeewill recommend the director nominees after consideration of all its directors’ input. The director nominees are then selected bya majority of the independent directors on the Board, meeting in executive session and considering the Nominating and Corporate GovernanceCommittee’s recommendations.

The Nominating and Corporate Governance Committeedid not hold any meetings during the fiscal year 2021. The members of the Nominating and Corporate Governance Committee are Messrs. Radke(Chair) and Mr. Langelier.

The Board of Directors has determined that eachmember of the Nominating and Corporate Governance Committee meets the independence standards set forth in Rule 10A-3 promulgated underthe Exchange Act and the independence standards set forth in the New York Stock Exchange.

The Nominating and Corporate Governance Committeeoperates under a written charter that is reviewed annually.

Stockholder and Interested Party Communicationswith Directors

We provide the opportunity for our stockholdersand other interested parties to communicate with any member, or all members, of our Board of Directors by mail. To communicate with ourBoard of Directors, correspondence should be addressed to our Board of Directors or any one or more individual directors or group orcommittee of directors by either name or title. All such correspondence should be sent to the following address:

The Board of Directors of Cryomass TechnologiesInc

c/o Dr. Delon Human, Chairman of the Board

1001 Bannock Street, Suite 612, Denver, CO 80204

All communications received as described abovewill be opened by our Secretary for the sole purpose of determining whether the contents constitute a communication to our directors.Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwardedpromptly to the director or directors to whom it is addressed. In the case of communications to our Board of Directors or to any groupof directors, our Secretary will make sufficient copies of the contents to send to each addressee.

Compliance with Section 16(a) of the ExchangeAct

Section 16(a) of the Exchange Act requires theCompany’s directors, executive officers and persons who beneficially own 10% or more of a class of securities registered underSection 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executiveofficers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies ofall reports filed by them in compliance with Section 16(a).

During the fiscal year ended December 31, 2019,the Company and its officers, directors and 10% shareholders (“Reporting Persons”) were not subject to the insider tradingreports under Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”). On March 23, 2020 the Company becamea reporting company under the Exchange Act and from that date Reporting Persons will be responsible for such filings. At time of filing,all such reports that should have been filed have been filed.

Code of Ethics and Business Conduct

We have adopted a Code of Ethics that appliesto all employees including our principal executive officer, principal financial officer, principal accounting officer or controller,or persons performing similar functions. Our Code of Ethics is designed to deter wrongdoing and promote: (i) honest and ethicalconduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;(ii) full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SECand in our other public communications; (iii) compliance with applicable governmental laws, rules and regulations; (iv) theprompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and (v) accountabilityfor adherence to the code. Our Code of Ethics is available on our website at cryomass.com.

Legal Proceedings

We know of no material, existing or pending legalproceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedingsin which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a materialinterest adverse to our company.

Family Relationships

There are no family relationships among our directorsor executive officers.

Involvement in Certain Legal Proceedings

None of our directors, executive officers, promotersor control persons has been involved in any events requiring disclosure under Item 401(f) of Regulation S-K, except as follows:

EXECUTIVEOFFICERS COMPENSATION

The following table sets forth, for the yearsindicated, all compensation paid, distributed or earned for services, including salary and bonus amounts, rendered in all capacitiesby the Company’s named executive officers during the years ended December 31, 2021 and December 31, 2020. The information containedbelow represents compensation earned by the Company’s officers for their work related to the Company:

OUTSTANDINGEQUITY AWARDS AT FISCAL YEAR END

The following table provides information regardingthe incentive plan awards for each named executive officer outstanding as of December 31, 2021:

Outstanding Share Awards and Option Awardsas of December 31, 2021

The following table provides information regardingthe value vested or earned on incentive plan awards during the year ended December 31, 2021:

Incentive Plan Awards – Value Vestedor Earned During the Year

Re-pricing of Options

We did not re-price any options previously grantedto our executive officers during the fiscal years ended December 31, 2021 and 2020.

DIRECTORCOMPENSATION

Director Compensation

The general policy of the Board is that compensationfor independent directors should be a fair mix between cash and equity-based compensation. Additionally, the Company reimburses directorsfor reasonable expenses incurred during the course of their performance. There are no long-term incentive or medical reimbursement plans.the Company does not pay directors, who are part of management, for Board service in addition to their regular employee compensation.The Board determines the amount of director compensation. The board may appoint a compensation committee to take on this role.

Director Compensation Table

The following table provides information regardingcompensation paid to the Company’s directors (other than a director who was a named executive officer) during the year ended December31, 2021:

2019 Omnibus Stock Incentive Plan

The Company adopted its 2019 Omnibus StockIncentive Plan (the “2019 Plan”), which provides for the issuance of stock options, stock grants and RSUs to employees,directors and consultants. The primary purpose of the 2019 Plan is to enhance the ability to attract, motivate, and retain theservices of qualified employees, officers and directors. Any RSUs or stock options granted under the 2019 Plan will be at thediscretion of the Compensation Committee of the Board of Directors. For the year ended December 31, 2021, the total stockcompensation expense was $2,653,271 and consisted of $1,685,066 related to RSUs and $968,205 related to stock options. Expenses forstock-based compensation is included on the accompanying consolidated statements of operations in general and administrativeexpense. No cash was used to settle equity instruments granted under share-based payment arrangements.

2022 Stock Incentive plan

General

The board of directors of the Company have adoptedthe 2022 Stock Incentive Plan (Incentive Plan), subject to the approval of the Incentive Plan by the Company’s stockholders. Thepurpose of the Incentive Plan is to advance the interests of the Company and its stockholders by enabling the Company and its subsidiariesto attract and retain qualified individuals to perform services, to provide incentive compensation for such individuals in a form thatis linked to the growth and profitability of the Company and increases in stockholder value, and to provide opportunities for equityparticipation that align the interests of recipients with those of its stockholders.

The Incentive Plan will permit the board of directorsof the Company, or a committee or subcommittee thereof, to grant to eligible employees, non-employee directors and consultantsof the Company and its subsidiaries non-statutory and incentive stock options, stock appreciation rights (SARs), restricted stockawards, restricted stock units (RSUs), deferred stock units, performance awards, non-employee director awards, and other stock-based awards.Subject to adjustment, the maximum number of shares of Common Stock to be authorized for issuance under the Incentive Plan is 15.2% ofthe outstanding shares of Common Stock.

The Incentive Plan was approved by a majorityvote of shareholders on January 10, 2022.

Summary of the Incentive Plan

The following is a summary of the principal featuresof the Incentive Plan. The summary is qualified in its entirety by reference to the full text of the Incentive Plan, which is setforth in Exhibit 10.6.

Purpose

The purpose of the Incentive Plan is to advancethe interests of the Company and its stockholders by enabling the Company and its subsidiaries to attract and retain qualified individualsto perform services, to provide incentive compensation for such individuals in a form that is linked to the growth and profitabilityof the Company and increases in stockholder value, and to provide opportunities for equity participation that align the interests ofrecipients with those of its stockholders.

Administration

The board of directors of the Company will administerthe Incentive Plan. The board has the authority under the Incentive Plan to delegate plan administration to a committee of the boardor a subcommittee thereof. The board of directors of the Company or the committee of the board to which administration of the IncentivePlan has been delegated is referred to as the Committee. Subject to certain limitations, the Committee will have broad authority underthe terms of the Incentive Plan to take certain actions under the plan.

To the extent permitted by applicable law, theCommittee may delegate to one or more of its members or to one or more officers of the Company such administrative duties or powers,as it may deem advisable. The Committee may authorize one or more directors or officers of the Company to designate employees,other than officers, non-employee directors, or 10% stockholders of the Company, to receive awards under the Incentive Plan anddetermine the size of any such awards, subject to certain limitations.

No Re-pricing

The Committee may not, without prior approvalof the the Company stockholders, effect any re-pricing of any previously granted “underwater” option or SARby: (i) amending or modifying the terms of the option or SAR to lower the exercise price or grant price; (ii) cancelling the underwateroption or SAR in exchange for (A) cash; (B) replacement options or SARs having a lower exercise price or grant price; or (C) otherawards; or (iii) repurchasing the underwater options or SARs and granting new awards under the Incentive Plan. An option or SAR willbe deemed to be “underwater” at any time when the fair market value of Common Stock is less than the exercise priceof the option or the grant price of the SAR.

Stock Subject to the Incentive Plan

Subject to adjustment (as described below), the maximumnumber of shares of Common Stock authorized for issuance under the Incentive Plan is 30,000,000 shares.

Shares that are issued under the Incentive Planor that are subject to outstanding awards will be applied to reduce the maximum number of shares remaining available for issuanceunder the Incentive Plan only to the extent they are used; provided, however, that the full number of shares subject to a stock-settled SARor other stock-based award will be counted against the shares authorized for issuance under the Incentive Plan, regardless of thenumber of shares actually issued upon settlement of such SAR or other stock-based award. Any shares withheld to satisfy tax withholdingobligations on awards issued under the Incentive Plan, any shares withheld to pay the exercise price or grant price of awards under theIncentive Plan and any shares not issued or delivered as a result of the “net exercise” of an outstanding option or settlementof a SAR in shares will not be counted against the shares authorized for issuance under the Incentive Plan and will be available againfor grant under the Incentive Plan. Shares subject to awards settled in cash will again be available for issuance pursuant to awardsgranted under the Incentive Plan. Any shares related to awards granted under the Incentive Plan that terminate by expiration, forfeiture,cancellation or otherwise without the issuance of the shares will be available again for grant under the Incentive Plan. Any shares repurchasedby the Company on the open market using the proceeds from the exercise of an award will not increase the number of shares available forfuture grant of awards. To the extent permitted by applicable law, shares issued in assumption of, or in substitution for, any outstandingawards of any entity acquired in any form of combination by the Company or a subsidiary or otherwise will not be counted against sharesavailable for issuance pursuant to the Incentive Plan. The shares available for issuance under the Incentive Plan may be authorized andunissued shares or treasury shares.

Adjustments

In the event of any reorganization, merger, consolidation,recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, divestiture orextraordinary dividend (including a spin off) or other similar change in the corporate structure or shares of Common Stock, the Committeewill make the appropriate adjustment or substitution. These adjustments or substitutions may be to the number and kind of securitiesand property that may be available for issuance under the Incentive Plan. In order to prevent dilution or enlargement of the rights ofparticipants, the Committee may also adjust the number, kind, and exercise price or grant price of securities or other propertysubject to outstanding awards.

Eligible Participants 

Awards may be granted to employees, non-employee directorsand consultants of the Company or any of its subsidiaries. A “consultant” for purposes of the Incentive Plan is one who rendersservices to the Company or its subsidiaries that are not in connection with the offer and sale of its securities in a capital raisingtransaction and do not directly or indirectly promote or maintain a market for its securities.

Types of Awards

The Incentive Plan will permit the Company togrant non-statutory and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferredstock units, performance awards, non-employee director awards and other stock-based awards. Awards may be granted either alone or inaddition to or in tandem with any other type of award.

Stock Options. Stock options entitlethe holder to purchase a specified number of shares of Common Stock at a specified price, which is called the exercise price, subjectto the terms and conditions of the stock option grant. The Incentive Plan permits the grant of both non-statutory and incentivestock options. Incentive stock options may be granted solely to eligible employees of the Company or its subsidiary. Each stock optiongranted under the Incentive Plan must be evidenced by an award agreement that specifies the exercise price, the term, the number of sharesunderlying the stock option, the vesting and any other conditions. The exercise price of each stock option granted under the IncentivePlan must be at least 100% of the fair market value of a share of Common Stock as of the date the award is granted to a participant.Fair market value under the plan means, unless otherwise determined by the Committee, the closing sale price of Common Stock, as reportedon the Nasdaq Stock Market, on the grant date. The Committee will fix the terms and conditions of each stock option, subject tocertain restrictions, such as a ten-year maximum term.

Stock Appreciation Rights. A stock appreciationright, or SAR, is a right granted to receive payment of cash, stock or a combination of both, equal to the excess of the fair marketvalue of shares of Common Stock on the exercise date over the grant price of such shares. Each SAR granted must be evidenced by an awardagreement that specifies the grant price, the term, and such other provisions as the Committee may determine. The grant price of a SARmust be at least 100% of the fair market value of Common Stock on the date of grant. The Committee will fix the term of each SAR, butSARs granted under the Incentive Plan will not be exercisable more than 10 years after the date the SAR is granted.

Restricted Stock Awards, Restricted StockUnits and Deferred Stock Units. Restricted stock awards, restricted stock units, or RSUs, and/or deferred stock units may be grantedunder the Incentive Plan. A restricted stock award is an award of Common Stock that is subject to restrictions on transfer and riskof forfeiture upon certain events, typically including termination of service. RSUs or deferred stock units are similar to restrictedstock awards except that no shares are actually awarded to the participant on the grant date. Deferred stock units permit the holderto receive shares of Common Stock or the equivalent value in cash or other property at a future time as determined by the Committee.The Committee will determine, and set forth in an award agreement, the period of restriction, the number of shares of restricted stockawards or the number of RSUs or deferred stock units granted, the time of payment for deferred stock units and other such conditionsor restrictions.

Performance Awards. Performance awards,in the form of cash, shares of Common Stock, other awards or a combination of both, may be granted under the Incentive Plan in such amountsand upon such terms as the Committee may determine. The Committee shall determine, and set forth in an award agreement, the amount ofcash and/or number of shares or other awards, the performance goals, the performance periods and other terms and conditions. The extentto which the participant achieves his or her performance goals during the applicable performance period will determine the amount ofcash and/or number of shares or other awards earned by the participant.

Non-Employee Director Awards. TheCommittee at any time and from time to time may approve resolutions providing for the automatic grant to non-employee directorsof non-statutory stock options or SARs. The Committee may also at any time and from time-to-time grant on a discretionary basisto non-employee directors non-statutory stock options or SARs. In either case, any such awards may be granted singly, incombination, or in tandem, and may be granted pursuant to such terms, conditions and limitations as the Committee may establish in itssole discretion consistent with the provisions of the Incentive Plan. The Committee may permit non-employee directors to elect to receiveall or any portion of their annual retainers, meeting fees or other fees in restricted stock, RSUs, deferred stock units or other stock-based awardsin lieu of cash. Under the Incentive Plan the sum of any cash compensation, or other compensation, and the value (determined as of thegrant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto)of awards granted to a non-employee director as compensation for services as a non-employee director during any fiscalyear of the Company may not exceed $250,000 (increased to $350,000 with respect to any director serving as Chairman of the Board or LeadIndependent Director or in the fiscal year of a director’s initial service as a director).

Other Stock-Based Awards. Consistentwith the terms of the plan, other stock-based awards may be granted to participants in such amounts and upon such terms as theCommittee may determine.

Dividend Equivalents. With the exceptionof stock options, SARs and unvested performance awards, awards under the Incentive Plan may, in the Committee’s discretion, earndividend equivalents with respect to the cash or stock dividends or other distributions that would have been paid on the shares of CommonStock covered by such award had such shares been issued and outstanding on the dividend payment date. However, no dividends or dividendequivalents may be paid on unvested awards. Such dividend equivalents will be converted to cash or additional shares of Common Stockby such formula and at such time and subject to such limitations as determined by the Committee.

Termination of Employment or Other Service 

The Incentive Plan provides for certain defaultrules in the event of a termination of a participant’s employment or other service. These default rules may be modified in an awardagreement or an individual agreement between the Company and a participant. If a participant’s employment or other servicewith the Company is terminated for cause, then all outstanding awards held by such participant will be terminated and forfeited. In theevent a participant’s employment or other service with the Company is terminated by reason of death, disability or retirement,then: 

In the event a participant’s employmentor other service with the Company is terminated by reason other than for cause, death, disability or retirement, then: 

Modification of Rights upon Termination

Upon a participant’s termination of employmentor other service with the Company or any subsidiary, the Committee may, in its sole discretion (which may be exercised at any time onor after the grant date, including following such termination) cause stock options or SARs (or any part thereof) held by such participantas of the effective date of such termination to terminate, become or continue to become exercisable or remain exercisable followingsuch termination of employment or service, and restricted stock, RSUs, deferred stock units, performance awards, non-employee directorawards and other stock-based awards held by such participant as of the effective date of such termination to terminate, vest orbecome free of restrictions and conditions to payment, as the case may be, following such termination of employment or service,in each case in the manner determined by the Committee; provided, however, that no stock option or SAR may remain exercisable beyondits expiration date any such action by the Committee adversely affecting any outstanding award will not be effective without the consentof the affected participant, except to the extent the Committee is authorized by the Incentive Plan to take such action.

Forfeiture and Recoupment 

If a participant is determined by the Committeeto have taken any action while providing services to the Company or within one year after termination of such services, that would constitute“cause” or an “adverse action,” as such terms are defined in the Incentive Plan, all rights of the participantunder the Incentive Plan and any agreements evidencing an award then held by the participant will terminate and be forfeited. The Committeehas the authority to rescind the exercise, vesting, issuance or payment in respect of any awards of the participant that were exercised,vested, issued or paid, and require the participant to pay to the Company, within 10 days of receipt of notice, any amount received orthe amount gained as a result of any such rescinded exercise, vesting, issuance or payment. the Company may defer the exercise ofany stock option or SAR for up to six months after receipt of notice of exercise in order for the Board to determine whether “cause”or “adverse action” exists. The Company is entitled to withhold and deduct future wages or make other arrangements to collectany amount due.

In addition, if the Company is required to preparean accounting restatement due to material noncompliance, as a result of misconduct, with any financial reporting requirement under thesecurities laws, then any participant who is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Actof 2002 will reimburse the Company for the amount of any award received by such individual under the Incentive Plan during the 12 monthperiod following the first public issuance or filing with the SEC, as the case may be, of the financial document embodying such financialreporting requirement. The Company also may seek to recover any award made as required by the provisions of the Dodd-Frank WallStreet Reform and Consumer Protection Act or any other clawback, forfeiture or recoupment provision required by applicable law orunder the requirements of any stock exchange or market upon which Common Stock is then listed or traded or any policy adopted by theCompany.

Effect of Change in Control 

Generally, a change in control will mean: 

Subject to the terms of the applicable awardagreement or an individual agreement between the Company and a participant, upon a change in control, the Committee may, in its discretion,determine whether some or all outstanding options and SARs shall become exercisable in full or in part, whether the restriction periodand performance period applicable to some or all outstanding restricted stock awards and RSUs shall lapse in full or in part and whetherthe performance measures applicable to some or all outstanding awards shall be deemed to be satisfied. The Committee may furtherrequire that shares of stock of the corporation resulting from such a change in control, or a parent corporation thereof, be substitutedfor some or all of the shares of Common Stock subject to an outstanding award and that any outstanding awards, in whole or in part, besurrendered to the Company by the holder, to be immediately cancelled by the Company, in exchange for a cash payment, shares of capitalstock of the corporation resulting from or succeeding the Company or a combination of both cash and such shares of stock.

Term, Termination and Amendment 

Unless sooner terminated by the Board, the IncentivePlan will terminate at midnight on the day before the ten year anniversary of its effective date. No award will be grantedafter termination of the Incentive Plan, but awards outstanding upon termination of the Incentive Plan will remain outstanding in accordancewith their applicable terms and conditions and the terms and conditions of the Incentive Plan.

Subject to certain exceptions, the Board hasthe authority to suspend or terminate the Incentive Plan or terminate any outstanding award agreement and the Board has the authorityto amend the Incentive Plan or amend or modify the terms of any outstanding award at any time and from time to time. No amendments tothe Incentive Plan will be effective without approval of the Company’ stockholders if: (a) stockholder approval of the amendmentis then required pursuant to Section 422 of the Code, the rules of the primary stock exchange on which Common Stock is then traded,applicable U.S. state and federal laws or regulations and the applicable laws of any foreign country or jurisdiction where awards are,or will be, granted under the Incentive Plan; or (b) such amendment would: (i) materially increase benefits accruing to participants;(ii) modify the re-pricing provisions of the Incentive Plan; (iii) increase the aggregate number of shares of Common Stock issuedor issuable under the Incentive Plan; (iv) increase any limitation set forth in the Incentive Plan on the number of shares of CommonStock which may be issued or the aggregate value of awards which may be made, in respect of any type of award to any single participantduring any specified period; (v) modify the eligibility requirements for participants in the Incentive Plan; or (vi) reduce the minimumexercise price or grant price as set forth in the Incentive Plan. No termination, suspension or amendment of the Incentive Plan or anaward agreement shall adversely affect any award previously granted under the Incentive Plan without the written consent of the participantholding such award.

Federal Income Tax Information 

The following is a general summary, as of thedate of this prospectus/proxy statement, of the federal income tax consequences to participants and the Company of transactions underthe Incentive Plan. This summary is intended for the information of stockholders considering how to vote at the Annual Meeting and notas tax guidance to participants in the Incentive Plan, as the consequences may vary with the types of grants made, the identity of theparticipant and the method of payment or settlement. The summary does not address the effects of other federal taxes or taxes imposedunder state, local or foreign tax laws. Participants are encouraged to seek the advice of a qualified tax advisor regarding thetax consequences of participation in the Incentive Plan.

Tax Consequences of Awards 

Incentive Stock Options. With respectto incentive stock options, generally, the participant is not taxed, and the Company is not entitled to a deduction, on either the grantor the exercise of an incentive stock option so long as the requirements of Section 422 of the Code continue to be met. If the participantmeets the employment requirements and does not dispose of the shares of Common Stock acquired upon exercise of an incentive stock optionuntil at least one year after date of the exercise of the stock option and at least two years after the date the stock option wasgranted, gain or loss realized on sale of the shares will be treated as long-term capital gain or loss. If the shares of CommonStock are disposed of before those periods expire, which is called a disqualifying disposition, the participant will be requiredto recognize ordinary income in an amount equal to the lesser of (i) the excess, if any, of the fair market value of Common Stock onthe date of exercise over the exercise price, or (ii) if the disposition is a taxable sale or exchange, the amount of gain realized.Upon a disqualifying disposition, the Company will generally be entitled, in the same tax year, to a deduction equal to the amount ofordinary income recognized by the participant, assuming that a deduction is allowed under Section 162(m) of the Code.

Non-Statutory Stock Options. Thegrant of a stock option that does not qualify for treatment as an incentive stock option, which is generally referred to as a non-statutory stockoption, is generally not a taxable event for the participant. Upon exercise of the stock option, the participant will generally be requiredto recognize ordinary income in an amount equal to the excess of the fair market value of Common Stock acquired upon exercise (determined asof the date of exercise) over the exercise price of the stock option, and the Company will be entitled to a deduction in an equal amountin the same tax year, assuming that a deduction is allowed under Section 162(m) of the Code. At the time of a subsequent sale or dispositionof shares obtained upon exercise of a non-statutory stock option, any gain or loss will be a capital gain or loss, which will beeither a long-term or short-term capital gain or loss, depending on how long the shares have been held.

SARs. The grant of an SAR will not causethe participant to recognize ordinary income or entitle the Company to a deduction for federal income tax purposes. Upon the exerciseof an SAR, the participant will recognize ordinary income in the amount of the cash or the value of shares payable to the participant(before reduction for any withholding taxes), and the Company will receive a corresponding deduction in an amount equal to the ordinaryincome recognized by the participant, assuming that a deduction is allowed under Section 162(m) of the Code.

Restricted Stock, RSUs, Deferred Stock Unitsand Other Stock-Based Awards. The federal income tax consequences with respect to restricted stock, RSUs, deferred stockunits, performance shares and performance stock units, and other stock unit and stock-based awards depend on the facts and circumstancesof each award, including, in particular, the nature of any restrictions imposed with respect to the awards. In general, if an awardof stock granted to the participant is subject to a “substantial risk of forfeiture” (e.g., the award is conditioned uponthe future performance of substantial services by the participant) and is nontransferable, a taxable event occurs when the risk of forfeitureceases or the awards become transferable, whichever first occurs. At such time, the participant will recognize ordinary income to theextent of the excess of the fair market value of the stock on such date over the participant’s cost for such stock (if any), andthe same amount is deductible by the Company, assuming that a deduction is allowed under Section 162(m) of the Code. Under certain circumstances,the participant, by making an election under Section 83(b) of the Code, can accelerate federal income tax recognition with respectto an award of stock that is subject to a substantial risk of forfeiture and transferability restrictions, in which event the ordinaryincome amount and the Company’ deduction, assuming that a deduction is allowed under Section 162(m) of the Code, will be measuredand timed as of the grant date of the award. If the stock award granted to the participant is not subject to a substantial risk of forfeitureor transferability restrictions, the participant will recognize ordinary income with respect to the award to the extent of the excessof the fair market value of the stock at the time of grant over the participant’s cost, if any, and the same amount is deductibleby us, assuming that a deduction is allowed under Section 162(m) of the Code. If a stock unit award or other stock-based awardis granted but no stock is actually issued to the participant at the time the award is granted, the participant will recognize ordinaryincome at the time the participant receives the stock free of any substantial risk of forfeiture (or receives cash in lieu of such stock)and the amount of such income will be equal to the fair market value of the stock at such time over the participant’s cost, ifany, and the same amount is then deductible by the Company, assuming that a deduction is allowed under Section 162(m) of the Code.

Withholding Obligations 

The Company is entitled to withhold and deductfrom future wages of the participant, to make other arrangements for the collection of, or to require the participant to pay to the Company,an amount necessary for it to satisfy the participant’s federal, state or local tax withholding obligations with respect to awardsgranted under the Incentive Plan. Withholding for taxes may be calculated based on the maximum applicable tax rate for the participant’sjurisdiction or such other rate that will not trigger a negative accounting impact on the Company. The Committee may permit a participantto satisfy a tax withholding obligation by withholding shares of Common Stock underlying an award, tendering previously acquired shares,delivery of a broker exercise notice or a combination of these methods.

Code Section 409A

A participant may be subject to a 20% penaltytax, in addition to ordinary income tax, at the time a grant becomes vested, plus an interest penalty tax, if the grant constitutes deferredcompensation under Section 409A of the Code and the requirements of Section 409A of the Code are not satisfied.

Code Section 162(m) 

Pursuant to Section 162(m) of the Code, the annualcompensation paid to an individual who is a “covered employee” is not deductible by the Company to the extent it exceeds$1 million. The Tax Cut and Jobs Act, signed into law on December 22, 2017, amended Section 162(m), effective for tax yearsbeginning after December 31, 2017, (i) to expand the definition of a “covered employee” to include any person who wasthe Chief Executive Officer or the Chief Financial Officer at any time during the year and the three most highly compensated officers(other than the Chief Executive Officer or the Chief Financial Officer) who were employed at any time during the year whether or notthe compensation is reported in the Summary Compensation Table included in the proxy statement for the Company’ Annual Meeting;(ii) to treat any individual who is considered a covered employee at any time during a tax year beginning after December 31, 2016as remaining a covered employee permanently; and (iii) to eliminate the performance-based compensation exception to the $1 milliondeduction limit.

Excise Tax on Parachute Payments 

Unless otherwise provided in a separate agreementbetween a participant and the Company, if, with respect to a participant, the acceleration of the vesting of an award or the paymentof cash in exchange for all or part of an award, together with any other payments that such participant has the right to receive fromthe Company, would constitute a “parachute payment” then the payments to such participant will be reduced to the largestamount as will result in no portion of such payments being subject to the excise tax imposed by Section 4999 of the Code. Such reduction,however, will only be made if the aggregate amount of the payments after such reduction exceeds the difference between the amountof such payments absent such reduction minus the aggregate amount of the excise tax imposed under Section 4999 of the Code attributable toany such excess parachute payments. If such provisions are applicable and if an employee will be subject to a 20% excise tax on any “excessparachute payment” pursuant to Section 4999 of the Code, the Company will be denied a deduction with respect to such excessparachute payment pursuant to Section 280G of the Code.

New Plan Benefits 

It is not presently possible to determine thebenefits or amounts that will be received by or allocated to participants under the Incentive Plan or would have been received byor allocated to participants for the last completed fiscal year if the Incentive Plan had then been in effect because awards under the IncentivePlan will be made at the discretion of the Committee.

Vote Required for Approval 

The approval of the Incentive Plan Proposal requiresthe affirmative vote of the holders of a majority of the shares of Common Stock cast by the stockholders represented in person or byproxy and entitled to vote thereon at the Annual Meeting. Abstentions and broker non-votes will not be counted for purposes ofdetermining whether this proposal has been approved.

Incentive Plan Awards

The following table provides information regardingthe incentive plan awards for each director (other than a director who was a named executive officer) outstanding as of December 31,2020:

Outstanding Share Awards and Options Awards

Directors and Officers Liability Insurance

As of December 31, 2021, the Corporation maintained$1,000,000 of group liability insurance for the protection of the directors and officers of the Corporation. In the fiscal year endedDecember 31, 2020, the Corporation paid an annual premium of $272,500 for such policy.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which weprovide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit-sharing planspursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options,restricted share units and deferred share units may be granted at the discretion of the Board or a committee thereof.

Indebtedness of Directors, Senior Officers,Executive Officers and Other Management

None of our directors or executive officers orany associate or affiliate of our Company during the last two fiscal years, is or has been indebted to our Company by way of guarantee,support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Termination Benefits

We do not have agreements with any named executivesthat would result in payments to them solely upon a change in control of Cryomass Technologies Inc. However, under the employment andseverance agreements with named executives, three named executives would be entitled to severance benefits upon termination of employmentunder certain circumstances. Further, our Compensation Committee retains discretion to provide additional benefits to senior executivesupon termination or resignation if it determines the circumstances so warrant.

As of the date hereof, Ms. Patricia Kovacevic’semployment agreement provides that Ms. Kovacevic shall receive continued payments from the Company in the event of disability, death,termination for any reason or no reason except for cause (including resignation) of the named executive officer with the Company, forthe duration of the term of the respective employment agreement, and shall be given credit under any RSU agreement as if she remainedemployed with the Company for the term of the employment agreement for the purposes of vesting thereunder.

As of the date hereof, Mr. Philip Blair Mullin’semployment agreement provides that Mr.Mullin shall receive certain payments from the Company in the event of disability, death, terminationfor other than for cause of the named executive officer with the Company, for the duration of the term of the respective employment agreement,and shall be given credit under any RSU agreement as if he remained employed with the Company for the term of the employment agreementfor the purposes of vesting thereunder.

As of the date hereof, Mr. Christian Noel’semployment agreements provides that Mr. Noel shall receive certain payments from the Company in the event of disability, death, terminationfor other than for cause of the named executive officer with the Company, for the duration of the term of the respective employment agreement,and shall be given credit under any RSU agreement as if he remained employed with the Company for the term of the employment agreementfor the purposes of vesting thereunder.

SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows, as of April 2, 2022, the amount of eachclass of our common stock beneficially owned (unless otherwise indicated) by (i) any person who is known by us to be the beneficialowner of more than five percent of the outstanding shares of such class, (ii) our directors, (iii) our executive officers, and(iv) all of our directors and executive officers as a group.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) ofthe Exchange Act requires our directors, our officers, and certain beneficial owners, or, collectively, reporting persons, to file reportsof the Company holdings and transactions in our shares of common stock with the Commission. To our knowledge, based solely on reviewof copies of such reports, as of the date of filing, all of such reporting persons complied with all Section 16(a) filing requirementsapplicable to them.

CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Review, Approval or other transactions, transactionswith family members – loans, debt conversion, private placement, ratification of transactions with related persons

We have adopted a code of ethics and we relyon our board to review related party transactions on an ongoing basis to prevent conflicts of interest. Our Board reviews a transactionin light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate family. Transactionsare presented to our Board for approval before they are entered into or, if this is not possible, for ratification after the transactionhas occurred. If our Board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any.Our Board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company.During the year-ended December 31, 2021, the Board reviewed and approved a loan to the Company made by Christian Noel, its CEO. Therewere no other such transactions or requests for review during the fiscal years ended December 31, 2020 and December 31, 2021.

LEGALPROCEEDINGS

Legal proceedings covering a dispute arisingfrom a past employment agreements is pending against the Company’s principal business partner, CMI. In Gaudio v. Critical MassIndustries, LLC et al, CMI’s motion to set aside a default judgment was granted April 26, 2021. It is possible that there couldbe adverse developments in the Gaudio case. An unfavorable outcome or settlement of pending litigation would have a significant impacton our ability to collect receivables from CMI, to complete any of the pending transactions involving our Colorado assets and agreementsand could encourage the commencement of additional litigation against CMI or the Company. We and our subsidiaries will record provisionsin the consolidated financial statements for pending litigation when we determine that an unfavorable outcome is probable and the amountof the loss can be reasonably estimated. At the present time, while it is reasonably possible that an unfavorable outcome in the Gaudiocase may occur, (i) management is unable to estimate the possible loss or range of loss that our Company would undergo that could resultfrom an unfavorable outcome or settlement in Gaudio; and (iii) accordingly, management has not provided any amounts in the consolidatedfinancial statements for an unfavorable outcome in this case, if applicable. Any applicable legal advice costs are expensed as incurred.

INTERESTSOF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this Prospectusas having prepared or certified any part of this Prospectus or having given an opinion upon the validity of the securities being registeredor upon other legal matters in connection with the registration or offering of the Common Shares was employed on a contingency basis,or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of itsparents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managingor principal underwriter, voting trustee, director, officer, or employee.

The Financial Statements included in this Prospectusand in the registration statement have been audited by BF Borgers CPA PC and are included in reliance upon such report given upon theauthority of said firm as experts in auditing and accounting.

The validity of the issuance of the Common Shareshereby will be passed upon for us by J.P. Galda & Co., 40 East Montgomery Avenue, LTW 220 Ardmore, PA 19003. Joseph P. Galda, theprincipal of J.P. Galda & Co., is the beneficial owner of 430,000 common shares of the Company.

PRINCIPALACCOUNTING FEES AND SERVICES

The following table shows the fees paid or accruedby us for the audit and other services provided for the fiscal periods shown.

The Audit Committee pre-approves all audit andnon-audit services to be performed by the independent registered public accounting firm in accordance with the rules and regulationspromulgated under the Exchange Act. The Board pre-approved 100% of the audit, audit-related and tax services performed by the independentregistered public accounting firm for the fiscal years ended December 31, 2021 and 2020. The percentage of hours expended on the principalaccountant’s engagement to audit the Company’s financial statements for the most recent fiscal year that were attributedto work performed by persons other than the principal accountant’s full-time, permanent employee was 0%.

DISCLOSUREOF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Nevada law allows a corporation to indemnifyits directors, officers, employees and agents against all reasonable expenses (including attorneys’ fees and amounts paid in settlement)and, provided that such individual, or indemnitee, acted in good faith and for a purpose which he or she reasonably believed to be in,or not opposed to, the best interests of the corporation and, in the case of a criminal proceeding, had reasonable grounds to believehis or her conduct was lawful. Nevada law authorizes a corporation to indemnify its directors, officers, employees and agents againstall reasonable expenses including amounts paid in settlement and attorneys’ fees in connection with a lawsuit by or in the rightof the corporation to procure a judgment in its favor if such person acted in good faith and in a manner reasonably believed to be inor not opposed to the best interest of the corporation, except that no indemnification may be paid as to any claim, issue or matter asto which such person has been adjudged liable to the corporation unless it is determined by the court making such adjudication of liabilitythat, despite such finding, such person is fairly and reasonably entitled for such expenses deemed proper.

Nevada law also provides for discretionary indemnificationmade by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employeeor agent is proper in the circumstances. The determination must be made either:

The articles of incorporation, the bylaws oran agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminalaction, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the actions,suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimatelydetermined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions do not affectany right to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contractor otherwise by law. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to Nevada law doesnot exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articlesof incorporation or any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, for either an action in his officialcapacity or an action in another capacity while holding office, except that indemnification, unless ordered by a court or for the advancementof expenses, may not be made to or on behalf of any director or officer if his acts or omissions involved intentional misconduct, fraudor a knowing violation of the law and was material to the cause of action. In addition, indemnification continues for a person who hasceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

Insofar as indemnification for liabilities arisingunder the Securities Act, as amended, may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoingprovisions, the Registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressedin the Securities Act and is therefore unenforceable.

WHEREYOU CAN FIND MORE INFORMATION

We have filed a registration statement on FormS-1, together with all amendments and exhibits, with the SEC. This Prospectus, which forms a part of that registration statement, doesnot contain all information included in the registration statement. Certain information is omitted and you should refer to the registrationstatement and its exhibits. With respect to references made in this Prospectus to any of our contracts or other documents, the referencesare not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contractsor documents. You may read and copy any document that we file at the Commission’s Public Reference Room at 100 F Street, N.E.,Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms.Our filings and the registration statement can also be reviewed by accessing the SEC’s website at http://www.sec.gov.

FINANCIALSTATEMENTS

Our audited financial statements as of and forthe fiscal years ended December 31, 2021 and December 31, 2020.

CRYOMASS TECHNOLOGIES INC

(f/k/a Andina Gold Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2021 AND 2020

(EXPRESSED IN UNITED STATES DOLLARS)

CRYOMASS TECHNOLOGIES INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders ofCryomass Technologies Inc.:

Opinion on the Financial Statements

We have audited the accompanying consolidatedbalance sheets of Cryomass Technologies Inc. (the “Company”) as of December 31, 2021 and 2020 and the related consolidatedstatements of operations, shareholders’ equity, and cash flows for the two years in the period ended December 31, 2021, and therelated notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements presentfairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operationsand its cash flows for the two years in the period ended December 31, 2021 and 2020, in conformity with accounting principles generallyaccepted in the United States of America.

Going Concern Matter

The accompanying financial statements have beenprepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Companyhas suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. Management’splans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might resultfrom the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibilityof the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on ouraudit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and arerequired to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with thestandards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engagedto perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understandingof internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’sinternal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assessthe risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respondto those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financialstatements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.

Critical Audit Matter

Critical audit mattersare matters arising from the current-period audit of the financial statements that were communicated or required to be communicated tothe audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved ourespecially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/S BF Borgers CPA PC

BF Borgers CPA PC

We have served as the Company’s auditorsince 2020

Lakewood, CO

March 28, 2022 

CRYOMASS TECHNOLOGIESINC.

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part ofthese consolidated financial statements. 

CRYOMASS TECHNOLOGIESINC.

CONSOLIDATED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part ofthese consolidated financial statements.

CRYOMASS TECHNOLOGIESINC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’EQUITY