UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~ 31June 30, 2018

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number: 0-53248

VEGALAB, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada		68-0635204
State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification No.

636 U.S. Highway 1, Ste. 110, North Palm Beach, FL		33408
Address of Principal Executive Offices		Zip Code

(800) 208-1680

Registrant’s Telephone Number, Including Area Code

HPC Acquisitions, Inc.

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x
Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. At ~~March 31~~August 28, 2018 , 23,787,897 shares of common stock, par value $0.001.

Vegalab, Inc.

Form 10-Q for the Quarter Ended ~~March~~June 3130, 2018

Table of Contents

	Page
Part I - Financial Information
Item 1 - Financial Statements (Unaudited)	3
Item 2 - Management's Discussion and Analysis of Financial Condition and Plan of Operations	1514
Item 3 - Quantitative and Qualitative Disclosures about Market Risk	1615
Item 4 - Controls and Procedures	1615
Part II - Other Information
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 6 - Exhibits	16
Item 6 - Exhibits	17
Signatures	17
Signatures	18

Vegalab, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

	March 31,			December 31,
	June 30,			December 31,
	2018			2017
ASSETS
Current Assets
Cash and cash equivalents	$	~~647~~222,~~022~~170		$	342,534
Accounts receivable, net		1964,~~834,279~~005			1,~~619~~674,~~274~~583
Inventory		13,~~527~~659,~~934~~107			1,~~650~~595,~~457~~148
Prepaid expenses		~~301~~286,~~664~~909			339,389
Total Current Assets		45,~~310~~132,~~899~~191			3,951,654
Fixed assets, net		1,~~023~~110,~~464~~243			821,322
Intangible assets, net		32,~~751~~963,~~934~~751			-
Goodwill		~~457~~1,151,407			-
Deposits		-16,682			14,500
Total assets	$	910,~~543~~374,~~704~~274		$	4,787,476
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable – trade	$	~~987~~1,~~746~~628,225		$	409,239
Accounts payable – related party		~~796~~2,~~236~~496,157			714,841
Accrued amounts owed to growers		730,997			860,694
Accounts payable - growers		214,353			860,694
Vehicle loan - current portion		2,904			2,904
Capital lease obligation - current portion		3,409			3,409
Total Current Liabilities		24,~~521~~345,~~292~~048			1,991,087
Vehicle Loan		32,~~457~~501			3,958
Capital lease obligations - long term		18,235			18,235
Capital lease obligation - long term		16,760			18,235
Notes payable		350,000			425,000
Note payable		350,000			425,000
Total Liabilities		24,~~892~~714,~~984~~309			2,438,280
Commitments and Contingencies
Commitments
Stockholders’ Equity
Preferred stock – $0.001 par value, 10,000,000 shares authorized, none issued and outstanding		-			-
Common stock – $0.001 par value, 50,000,000 shares authorized, 23,787,897 and 23,162,897 shares issued and outstanding, respectively		23,~~788~~787			23,163
Additional paid-in capital		9,~~149~~176,~~156~~752			4,791,488
Accumulated deficit		(23,~~522~~540,~~224~~574	)		(2,465,455	)
Total Stockholders’ Equity		65,~~650~~659,~~720~~965			2,349,196
Total Liabilities and Stockholders’ Equity	$	910,~~543~~374,~~704~~274		$	4,787,476

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

Vegalab, Inc.

Condensed ~~Consolidated~~ Statements of Operations

For the Three Months Ended March 31, 2018 and 2017

(Unaudited)

	For the Three Months Ended March 31,
	For the Three Months Ended						For the Six Months Ended
	2018			2017
	June 30,						June 30,
Revenues:
	2018			2017			2018			2017
Processing revenue	$	4,559,488		$	-
Revenues:
Product sales		2,729,141			208,816
Produce processing revenue	$	1,533,843		$	-		$	6,093,331		$	-
Total Revenue		7,288,629			208,816
Fertilizer sales		2,632,478			166,682			5,361,619			375,498
Cost of Goods Sold:
Total Revenue		4,166,321			166,682			11,454,950			375,498
Cost of processing		4,350,936			-
Cost of Goods Sold:
Cost of Goods Sold		1,345,165			189,451
Cost of processing		1,841,494			-			6,192,430			-
Total Cost of Sales		5,696,101			189,451
Cost of goods sold		2,615,320			120,979			3,960,485			310,430
Gross Profit		1,592,528			19,365
Total Cost of Goods Sold		4,456,814			120,979			10,152,915			310,430
Operating expenses
Gross Profit (Loss)		(290,493	)		45,703			1,302,035			65,068
General and administrative expenses		1,641,932			259,235
Operating expenses
Total operating expenses		1,641,932			259,235
General and administrative expenses		717,470			298,148			2,359,402			557,383
Income (loss) from operations		(49,404	)		(239,870	)
Total operating expenses		717,470			298,148			2,359,402			557,383
Other income (expense)
Loss from operations		(1,007,963	)		(252,445	)		(1,057,367	)		(492,315	)
Interest expense		(7,365	)		(2,314	)
Other expense
Loss before provision for income taxes		(56,769	)		(242,184	)
Interest expense		(10,387	)		(1,399	)		(17,752	)		(3,713	)
Provision for income taxes		-			17,036
Loss before provision for income taxes		(1,018,350	)		(253,844	)		(1,075,119	)		(496,028	)
Net loss	$	(56,769	)	$	(225,148	)
Provision for income taxes		-			-			-			17,036
Loss per weighted-average shares of common stock outstanding, computed on net loss - basic and fully diluted	$	(0.00	)	$	(0.01	)
Net Loss	$	(1,018,350	)	$	(253,844	)	$	(1,075,119	)	$	(478,992	)
Weighted-average number of common shares outstanding - basic and fully diluted		23,567,343			20,183,284
Loss per weighted-average share of common stock outstanding, computed on net loss - basic and fully diluted	$	(0.04	)	$	(0.01	)	$	(0.05	)	$	(0.02	)
Weighted-average number of common shares outstanding - basic and fully diluted		23,787,897			20,652,218			23,567,343			20,419,046

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

Vegalab, Inc.

Condensed Consolidated Statements of Cash Flows

For the Three Months Ended March 31, 2018 and 2017

(Unaudited)

	For the Three Months Ended March 31,
	For the Six Months Ended June 30,
	2018			2017
Cash flows from operating activities
Net income (loss) for the period	$	(56,769	)	$	(225,148	)
Net loss for the period	$	(1,075,119	)	$	(478,992	)
Adjustments to reconcile net loss to net cash provided by operating activities
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation expense		3886,~~060~~469			-866
Loss on disposition of fixed assets		14,~~502~~637			-
Amortization expense		82176,~~066~~248			-
Stock option expense		2754,~~295~~891			-
(Increase) Decrease in
Accounts receivable		~~(34~~836,~~250~~023	)		(6065,~~908~~755	)
Inventory		67(2,~~764~~063,410	)		(7512,~~323~~502	)
Prepaid expenses		5253,~~225~~297			(62,~~267~~030	)
Changes in working capital:
Increase (Decrease) in
Accounts payable		~~(503~~997,~~777~~306	)		37(4,~~879~~668	)
Accounts payable – related party		831,~~322~~783,338			~~184~~244,~~757~~488
Amounts owed to growers		730,997			-
Accounts payable - growers		(646,344	)		-
Accrued income taxes		-			(17,036	)
Accrued interest payable to controlling stockholder		-			1,675
Net cash provided by /(used in) operating activities		217,336			(335,629	)
Net cash provided by operating activities		501,435			(160,371	)
Cash flows from investing activities
Cash acquired from acquisition of business		22,994			-
Purchase of fixed assets		(~~219~~354,~~440~~762	)		-(10,395	)
Net cash used in investing activities		(196,446	)		-
Deposits on lease		(3,000	)		-
Net cash used in investing activities		(334,768	)		(10,395	)
Cash flows from financing activities
Cash paid on notes payable to controlling stockholder, net		-			(31172,~~244~~307	)
Payment for capital leases		(~~501~~1,457	)		-
Proceeds from sale of common stock		-			230,600
Payment of notes payable		(1,475	)
Net cash used in financing activities		(501	)		199,356
Proceeds from sale of common stock		-			644,600
Net cash (used in) provided by financing activities		(2,932	)		472,293
		.
Increase (decrease) in Cash		304,488			38,985
(Decrease) increase in cash		(120,364	)		126,269
Cash at beginning of period		342,534			151
Cash at end of period	$	~~647~~222,~~022~~170		$	39126,~~136~~420
Supplemental disclosure of interest and income taxes paid
Interest paid for the period	$	~~443~~17,752		$	1,675
Income taxes paid for the period	$	-		$	-
Non-cash investing and financing activities
Common equity issued for acquisition of business	$	4,256,000		$	-
Issuance of note payable for property, plant and equipment	$	-		$	8,761
Common stock and warrants issued for acquisition of business	$	4,256,000		$	-
Common stock issued for conversion of note payable	$	75,000		$	-

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

Vegalab, Inc. (formerly HPC Acquisitions, Inc.)

Notes to Condensed Consolidated Financial Statements

~~March~~June 3130, 2018

(Unaudited)

Note A - Organization and Description of Business

~~Vegalab~~On ~~Inc.~~March ~~(formerly~~8, ~~HPC Acquisitions~~2016, ~~Inc.)~~ (the “Company”) ~~was~~sold ~~initially~~12,011,000 shares ~~formed~~of ~~under~~its ~~the~~common ~~laws~~stock ofto ~~the~~David ~~State~~Selakovic offor ~~Minnesota~~a astotal ~~Herky~~cash ~~Packing~~purchase ~~Co.~~price onof ~~July 17~~$303, ~~1968~~100. ~~The~~This ~~Company~~transaction ~~initially~~effected ~~produced~~a change in management and ~~marketed~~control ~~meat~~of ~~snack~~the ~~foods,~~Company. ~~principally~~Mr. ~~beef~~Selakovic ~~jerky,~~assigned ~~smoked~~to ~~dried~~the ~~beef~~Company ~~and~~certain ~~snack~~assets ~~sausages,~~consisting of the exclusive right to ~~through~~distribute ~~food~~in ~~brokers,~~the ~~distributors~~Western ~~and~~Hemisphere ~~wagon~~natural ~~jobbers~~agrochemicals developed by ECOWIN Co., ~~Despite~~Ltd., a ~~1970~~Korean ~~restructuring~~company, ~~including~~certain states in the United ~~relocation~~States toof anAmerica ~~approximate 12,500~~permits ~~square~~for ~~foot~~the ~~production~~sale ~~facility~~of ECOWIN agrochemicals, and the trademark “Vegalab” (the “DS Assets”).The Company’s ~~efforts~~initial ~~were~~plan ~~unsuccessful~~of ~~and~~operation ~~all~~commenced ~~operations~~with ~~were~~the ~~terminated~~sales byof ECOWIN products under the brand name “Vegalab” ~~end~~subsequent ofto ~~1970.~~the Onpurchase ~~April~~of ~~10,~~M&G ~~1972~~Packing Inc., the Company ~~changed~~began ~~its~~selling ~~corporate~~citrus ~~name~~products tounder H.the P.brand C.name ~~Incorporated~~“M&G”. The InCompany’s ~~connection~~current ~~with~~sole ~~this~~source ~~name~~of ~~change, the~~supply ~~Company~~of ~~acquired~~ECOWIN Edproducts ~~Stein’s~~is ~~Tire~~through ~~Center,~~Vegalab ~~Inc~~S. A., a ~~Minneapolis,~~Swiss ~~Minnesota-based~~company ~~distributor~~solely ofowned ~~Gates~~by David ~~tires.~~Selakovic, ~~This~~the ~~acquisition was~~Company’s ~~unsuccessful~~controlling shareholder and ~~reversed~~sole inofficer ~~1973~~and director.

On ~~August~~October 718, ~~2006~~2017, the Company ~~changed~~purchased ~~its~~substantially ~~state~~all ofthe ~~incorporation~~assets ~~from~~of ~~Minnesota~~a toproduce ~~Nevada~~packaging bybusiness ~~means~~conducted ofunder athe ~~merger~~name ~~with~~M&G ~~and into HPC Acquisitions~~Packing, Inc., alocated ~~Nevada~~in ~~corporation formed~~Tulare ~~on June 12~~County, California. ~~2006~~The ~~solely~~acquisition ~~for~~consisted ~~the purpose~~ of ~~effecting~~purchasing the ~~reincorporation.~~real ~~The~~property ~~Articles of Incorporation~~ and ~~Bylaws~~building ofused ~~the Nevada~~in ~~Corporation are~~ the ~~Articles~~business offrom ~~Incorporation~~M ~~and~~& ~~Bylaws~~G ofFarms, ~~the~~Inc., a ~~surviving~~California corporation., ~~Such~~and ~~Articles~~all of ~~Incorporation modified~~ the ~~Company’s~~equipment, ~~capital~~inventory, ~~structure~~customer toand ~~allow~~supplier ~~for~~relationships, ~~the~~contract ~~issuance of up to 50~~rights,~~000,000~~ ~~shares of $0.001 par value common stock~~ and intangible upproperty tofrom 10M&G Packing,~~000,000~~ ~~shares of $0~~Inc.~~001~~, ~~par~~a ~~value~~California ~~preferred stock~~corporation.

On March 8, 2016, the Company sold 12,011,000 shares of its common stock to David Selakovic for a total cash purchase price of $303,100. This transaction effected a change in management and control of the Company. Mr. Selakovic assigned to the Company certain assets consisting of the exclusive right to distribute in the Western Hemisphere natural agrochemicals developed by ECOWIN Co., Ltd., a Korean company, certain state permits for the sale of ECOWIN agrochemicals, and the trademark “Vegalab” (the “DS Assets”).Our new plan of operation is to commence the business of selling ECOWIN products under the brand name “Vegalab” and the business of selling citrus products under the brand name “M&G”.

The Company is currently in the business of selling the ECOWIN products under the “Vegalab” name in the United States of America. The Company’s current sole source of supply of ECOWIN products is through Vegalab S. A., a Swiss company solely owned by David Selakovic, the Company’s controlling shareholder and sole officer and director.

On October 18, 2017, the Company purchased substantially all the assets of a produce packaging business conducted under the name M&G Packing, Inc. located in Tulare County, California. The acquisition consisted of purchasing the real property and building used in the business from M & G Farms, Inc., a California corporation, and all of the equipment, inventory, customers, suppliers, contract rights, and intangible property from M&G Packing, Inc., a California corporation.

On November 6, 2017, the Company amended its Articles of Incorporation to change its name to Vegalab, Inc.

On December 29, 2017, Vegalab exercised an option to purchase The Agronomy Group LLC, a California limited liability company (“TAG”). OnThe ~~January~~acquisition ~~22,~~was ~~2018,~~closed ~~Vegalab~~on ~~and~~February ~~TAG~~20, ~~entered~~2018, ~~into~~effective aFebruary ~~Member~~1, ~~Units~~2018. ~~Purchase~~The ~~Agreement~~Agronomy ~~under~~Group ~~which~~is ~~Vegalab~~in ~~agreed to purchase all of~~ the ~~member~~business ~~units in TAG from its two members for a total~~ of ~~600,000~~selling ~~shares~~natural offertilizers ~~common stock of Vegalab,~~ and ~~warrants to purchase 1,600,000~~was ~~shares~~formerly of the ~~common~~principal ~~stock~~customer of ~~Vegalab~~the ~~at an exercise price of $1~~Company.~~20 per share exercisable over a term of five years. The acquisition was closed February 20, 2018, effective February 1, 2018.~~

Note B - Preparation of Financial Statements

The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles and has a fiscal year-end of December 31.

~~The~~Note ~~preparation~~B - ofGoing ~~financial~~Concern statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.Uncertainty

During interim periods, the Company follows the accounting policies set forth in its annual audited financial statements filed with the U. S. Securities and Exchange Commission on its Annual Report on Form 10-K for the year ended December 31, 2017.

In the opinion of management, the accompanying interim financial statements, prepared in accordance with the U.S. Securities and Exchange Commission’s instructions for Form 10-Q, should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report filed with the SEC on Form10-K for the year ended December 31, 2017, and are unaudited and contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations and cash flows of the Company for the respective interim periods presented. The current period results of operations are not necessarily indicative of results which ultimately will be reported for the full fiscal year ending December 31, 2017.

Note C - Going Concern Uncertainty

The Company’s principal business plan is to distribute, in the Western Hemisphere, certain natural agrochemicals developed by ECOWIN Co., Ltd., a Korean company, under the brand name “Vegalab”. The Company also operates a produce packaging business. However, there is no assurance that the Company will be able to successfully penetrate its targeted markets or implement its business plan.

The Company's continued existence is dependent upon its ability to generate sufficient cash flows from operations to support its daily operations as well as provide sufficient resources to retire existing liabilities and obligations on a timely basis. The Company faces considerable risk in its business plan. If insufficient operating capital is available during the next twelve months, the Company will be forced to rely on existing cash in the bank and additional funds loaned by management and/or significant stockholders.

The Company’s ~~former~~controlling ~~majority~~ stockholder previously provided the necessary working capital to maintain the corporate status of the Company. It is the current intent of management and significant stockholders to provide sufficient working capital, if necessary, to support and preserve the integrity of the corporate entity. However, no formal commitments or arrangements to advance or loan funds to the Company or repay any such advances or loans exist. There is no legal obligation for either management or significant stockholders to provide additional future funding.

The Company anticipates offering future sales of equity securities. However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional equity securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company.

The Company’s certificate of incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock and 50,000,000 shares of common stock. The Company’s ability to issue preferred stock may limit the Company’s ability to obtain debt or equity financing as well as impede a potential takeover of the Company, which takeover may be in the best interest of stockholders. ~~The Company’s ability to issue these authorized but unissued securities may also negatively impact our ability to raise additional capital through the sale of our debt or equity securities.~~

In such a restricted cash flow scenario, ~~the~~ the Company would be unable to complete its business plan steps, and would, instead, delay all cash intensive activities. Without ~~necessary~~ necessary cash flow, the Company may ~~become~~be ~~dormant~~required to restrict operations during the next twelve months, or until such time as necessary funds ~~could~~ could be raised in the equity securities market.

While the Company is of the opinion that good faith estimates of the Company’s ability to secure additional capital in the future to reach its goals have been made, there is no guarantee that the Company will receive sufficient funding to sustain operations or implement any future business plan steps. These factors raise substantial doubt about the Company’s ability to continue to operate as a going concern for the twelve months following the issuance date of these condensed consolidated financial statements. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

7Note C - Summary of Significant Accounting Policies

~~Note~~1. DPrinciples ~~- Summary~~ of ~~Significant Accounting Policies~~ consolidation

1.The ~~Principle~~accompanying unaudited condensed consolidated financial statements include the accounts of Vegalab, Inc. and its wholly owned subsidiaries, M&G Packaging Inc. and The Agronomy Group LLC. All intercompany accounts have been eliminated in the consolidation.

The ~~accompanying~~Company ~~unaudited~~follows ~~condensed consolidated financial statements include~~ the ~~accounts~~accrual basis of ~~Vegalab,~~accounting in ~~Inc.~~accordance ~~and~~with ~~its~~generally ~~wholly~~accepted ~~owned~~accounting ~~subsidiaries,~~principles ~~M&G Packaging Inc,~~ and ~~The~~has ~~Agronomy~~a ~~Group~~fiscal ~~LLC.~~year-end ~~All~~of ~~intercompany~~December ~~accounts have been eliminated in the consolidation~~31.

The ~~accompanying unaudited~~preparation of condensed consolidated financial statements ~~have been prepared~~ in ~~accordance~~conformity with accounting principles generally accepted in the United States ~~for~~of ~~interim~~America ~~information~~requires ~~and with the instructions~~ management to ~~Form~~make ~~10-Q~~estimates and ~~Regulation~~assumptions ~~S-K.~~that ~~Accordingly,~~affect ~~they~~the doreported ~~not~~amounts ~~include all~~ of ~~the~~assets ~~information~~ and ~~footnotes~~liabilities ~~required~~and bydisclosure ~~accounting~~of ~~principles~~contingent ~~generally~~assets and ~~accepted~~liabilities inat the ~~United~~date ~~States~~of ~~for~~the ~~complete~~ financial statements. Inand the ~~opinion~~reported ofamounts ~~management, all adjustments consisting~~ of arevenues ~~normal~~ and ~~recurring~~expenses ~~nature~~during ~~considered~~the ~~necessary for~~reporting ~~a fair presentation have been included~~period. ~~Operating~~Actual results ~~for~~could ~~the~~differ ~~three-month~~from ~~period~~those ~~ended March 31, 2018 may not necessarily be indicative of the results that may be expected for the year ending December 31, 2018~~estimates.

During interim periods, the Company follows the accounting policies set forth in its annual audited consolidated financial statements filed with the U. S. Securities and Exchange Commission on its Annual Report on Form 10-K for the year ended December 31, 2017.

In the opinion of management, the accompanying interim condensed consolidated financial statements, prepared in accordance with the U.S. Securities and Exchange Commission’s instructions for Form 10-Q, should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s annual report filed with the SEC on Form10-K for the year ended December 31, 2017, and are unaudited and contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations and cash flows of the Company for the respective interim periods presented. The current period results of operations are not necessarily indicative of results which ultimately will be reported for the full fiscal year ending December 31, 2018.

Cash and Cash Equivalents

The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.

~~2. Concentrations of Credit Risk~~7

Sales to three customers comprised 46%, 31% and 22% of the Company's product sales revenues for the three months ended March 31, 2018. the one customer accounted for 92% accounts receivable as of March 31, 2018.

Sales to three customers comprised 29%, 12% and 12% of the Company's processing revenues for the three months ended March 31, 2018. Four customers accounted of 68% or 20%, 19%, 18% and 11% of accounts receivable as of March 31, 2018. Sales to two customers comprised 60% and 28% of the Company’s total revenues for the Three months ended March 31, 2017. Two customers accounted for 78% and 8% of accounts receivable, respectively, as of December 31, 2017. The Company believes that, in the event that its primary customers are unable or unwilling to continue to purchase the Company’s goods, there are a number of alternative customers at comparable prices.

Accounts Receivable

In the normal course of business, the Company extends unsecured credit to virtually all of its customers which are located throughout the United States. Because of the credit risk involved, management has provided an allowance for doubtful accounts which reflects its opinion of amounts which will eventually become uncollectible. InAt ~~the~~June ~~event of complete non-performance~~30, ~~the maximum exposure to the Company is the recorded amount of trade accounts receivable shown on the balance sheet at the date of non-performance. March 31,~~ 2018 and December 31, 2017, the Company recorded allowances of $~~9,154~~0 and $2,915, respectively, for doubtful accounts from certain sales that occurred but not assessed to be collectible.

Inventory

Inventory consists of finished goods related to the sale of certain natural agrochemicals developed by ECOWIN Co., Ltd., a Korean company, under the brand name “Vegalab”. ~~Inventory~~ Inventory is valued at the ~~lower~~net ofrealizable ~~cost~~value ~~or market~~ using the average cost method. A change into income is ~~taken~~recorded when factors that would result in a ~~need for a~~ reduction in the valuation, such as excess or obsolete inventory, are noted. At ~~March~~June 3130, 2018 and December 31, 2017, there was no ~~reserve~~allowance for excess or obsolete inventory. M&G Farms from time to time holds customer’s inventory on on a consignment basis until it is sold. As of ~~March~~June 3130, 2018 and December 31, 2017 there was no consignment inventory held by the Company.

Property, plant and equipment

Property, plant and equipment are recorded at cost, net of accumulated depreciation. Depreciation is calculated by using the straight-line method over the estimated useful lives of the assets, excluding lands, which is five years for all categories and ten years for buildings.

~~Automobile,~~6. ~~computer~~Revenue ~~equipment, and leasehold improvements consisted of the following:~~Recognition

	March 31, 2018			December 31, 2017
Automobile	$	14,261		$	14,261
Land		141,000			142,475
Building		199,338			374,338
Machinery and equipment		749,468			490,791
Total		1,104,067			1,021,865
Impairment recognized upon acquisition		-			(179,452	)
Impairment recognized subsequent to acquisition		-			(729	)
Accumulated depreciation		(80,603	)		(20,362	)
Balance at the end of period	$	1,023,464		$	821,322

Depreciation expense for the three months ended March 31, 2018 and 2017 was $38,060 and $0, respectively.

6. Note Payable

On October 18, 2017, the Company purchased substantially all the assets of a produce packaging business conducted under the name M&G Packing, Inc. located in Tulare County, California. The total purchase price for the business plus closing costs was $854,452, which was paid $429,452 in cash and $425,000 in the form of a promissory note secured by the real property that bears interest at the rate of 6.0% per annum with interest only payable monthly and all principal and interest due 18 months from the close of escrow on October 24, 2017. On January 26, 2018, the Company issued 25,000 shares of common stock to M&G Farms, Inc., which was credited as a payment of $75,000 of principal and interest on the promissory note from the Company to M&G Farms from the Company to M&G Farms.

7. Revenue Recognition

Revenue is recognized when the earnings process is completed, the risks and rewards of ownership have transferred to the customer, which is generally the same day as delivery or shipment of the product, the price to the buyer is fixed or determinable, and collection is reasonably assured. All sales are recorded when the goods are shipped.

The Company ships all product and fruit on an FOB-Plant, “as-is” basis. Accordingly, revenue is recognized by the Company at the point at which an order is shipped at a fixed price, collection is reasonably assured and the Company has no remaining performance obligations related to the sale. The Company sells all products and fruit with “no right of return” by the purchaser for any factor other than defects in the products.

87. Income (Loss) per Share

Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.

Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants).

Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date.

For the three and six months ended ~~March 31~~June 30, 2018 and 2017, the Company’s potentially dilutive shares, which include outstanding common stock options that have not been included in the computation of diluted net loss per share as the result would have been anti-dilutive.

Options	June 30, 2018		December 31, 2017
Balance – Beginning of period		448,000		448,000
Total – End of period		448,000		448,000

Warrants	June 30, 2018		December 31, 2017
Balance - Beginning of period		-		-
Additions		1,600,000
Balance – End of period		1,600,000		-

Amortization and Impairment of Long-Lived Assets

Amortization and impairment of long-lived assets are non-cash expenses relating primarily to non-compete agreements and trademarks acquisitions and websites. The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10, "Accounting for the Impairment or Disposal of Long-Lived Assets". This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Non-compete provisions are amortized over five years and trademark and other intangibles are amortized over 10 years. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently reviewing the provisions of this ASU to determine if there will be any impact on our financial position, results of operations or cash flows.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” The new guidance provides new criteria for recognizing revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance requires expanded disclosures to provide greater insight into both revenue that has been recognized and revenue that is expected to be recognized in the future from existing contracts. Quantitative and qualitative information will be provided about the significant judgments and changes in those judgments that management made to determine the revenue that is recorded. This accounting standard update, as amended, will be effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. Early adoption is permitted, but no earlier than fiscal 2017. Since the company is an Emerging Growth Company, adoption is not required until 2019. The Company is currently assessing the provisions of the guidance and has not determined the impact of the adoption of this guidance on its consolidated financial statements.

The Company has never registered and sold its securities under the Securities Act of 1933. Consequently, it will remain an Emerging Growth Company “EGC” until five fiscal years after it effectuates a sale of registered securities, unless one of the following occurs:

its total annual gross revenues are $1.07 billion or more

it has issued more than $1 billion in non-convertible debt in a period of three years or

it becomes a “large accelerated filer,” as defined in Exchange Act Rule 12b-2.

Based on the foregoing, there is no determinable date on which the Company will cease to be an EGC.

	March 31, 2018		December 31, 2017
Options		448,000		448,000
Warrants		1,600,000
Total		2,048,000		448,000

The Company does not expect the adoption of other recently issued accounting pronouncements to have a significant impact on the Company’s financial position, results of operations or cash flows.

9.Note ~~Amortization~~E ~~and~~– ~~Impairment~~Fixed ~~of Long-Lived~~ Assets

~~Amortization~~Fixed ~~and~~Assets ~~impairment of long-lived assets~~ are ~~non-cash~~recorded ~~expenses relating~~at ~~primarily to non-compete agreements and trademarks website acquisitions. The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10~~cost, ~~"Accounting~~net ~~for the Impairment or Disposal~~ of ~~Long-Lived Assets".~~accumulated ~~This~~depreciation. ~~statement~~Depreciation ~~requires~~is ~~that~~calculated ~~long-lived~~by ~~assets~~using ~~and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that~~ the ~~carrying amount of an asset may not be recoverable. Non~~straight-~~compete~~line ~~provisions~~method ~~are amortized~~ over ~~five~~the ~~years~~estimated ~~and~~useful ~~trademark~~lives ~~and other intangibles are amortized over 10 years. Recoverability~~ of ~~assets to be held and used is measured by a comparison of~~ the ~~carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such~~ assets, ~~are impaired~~excluding land, ~~the~~which ~~impairment to be recognized~~ is ~~measured~~five byyears ~~the~~for ~~amount~~all bycategories ~~which~~and ~~the~~ten ~~carrying~~years ~~amount~~for ~~of the assets exceeds the fair value of the assets~~buildings. ~~Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.~~

~~10.~~Automobile, ~~Recent~~land, ~~Accounting~~building, ~~Pronouncements~~and machinery and equipment consisted of the following:

In February 2016, the FASB issued ASU 2016-02, Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

	June 30, 2018			December 31, 2017

Automobile	$	14,261		$	14,261
Land		141,000			142,475
Building		199,338			374,338
Machinery and equipment		884,608			490,791
Total		1,239,207			1,021,865
Impairment recognized upon acquisition		-			(179,452	)
Impairment recognized subsequent to acquisition		-			(729	)
Accumulated depreciation		(128,964	)		(20,362	)
Balance at the end of period	$	1,110,243		$	821,322

InDepreciation ~~April~~expense ~~2016,~~for the ~~FASB~~three ~~issued ASU 2016–10~~months ~~Revenue~~ended ~~from~~June ~~Contracts~~30, ~~with~~2018 ~~Customers (Topic 606): Identifying Performance Obligations~~ and ~~Licensing.~~2017 ~~The~~was ~~amendments in this Update do not change the core principle of the guidance in Topic 606. Rather~~$44,204 ~~the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations~~ and ~~the licensing implementation guidance~~$866, ~~while~~respectively. ~~retaining~~Depreciation ~~the~~expense ~~related principles~~ for ~~those~~the ~~areas.~~six ~~Topic~~months ~~606~~ended ~~includes~~June ~~implementation~~30, ~~guidance~~2018 ~~on (a) contracts with customers to transfer goods~~ and ~~services~~ in2017 ~~exchange~~was ~~for~~$86,469 ~~consideration~~ and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments in this Update are intended render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. The Company is currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations$866, ~~cash flows or financial condition~~respectively.

InNote ~~April~~F ~~2016,~~– ~~the~~Acquisition ~~FASB issued ASU No. 2016-15, “Classification~~ of Certain Cash Receipts and Cash Payments” ASU 2016 - provides guidance regarding the classification of certain items within the statement of cash flows. ASU 2016-15 is effective for annual periods beginning after December 15, 2017, with early adoption permitted. The Company does not believe this ASU will have an impact on our results of operation, cash flows, other than presentation, or financial condition.Business

On ~~November~~December 1729, ~~2016~~2017, ~~the~~Vegalab ~~FASB~~exercised an ~~issued~~option ~~ASU No.~~to ~~2016-18,~~purchase ~~“Statement~~100% of ~~Cash~~The ~~Flows~~Agronomy ~~(Topic~~Group ~~230):~~LLC, ~~Restricted~~a ~~Cash~~California limited liability company (“TAG”). On January 22, 2018, Vegalab and TAG entered into a ~~consensus~~Member Units Purchase Agreement under which Vegalab agreed to purchase all of the ~~FASB’s~~member ~~Emerging~~units ~~Issues~~in ~~Task~~TAG ~~Force~~from (its two members for total consideration of 600,000 shares of the ~~“Task~~common ~~Force”).~~stock ~~The~~of ~~new~~Vegalab, ~~standard~~and ~~requires~~warrants ~~that~~to purchase 1,600,000 shares of the ~~statement~~common stock of ~~cash~~Vegalab ~~flows~~at ~~explain~~an exercise price of $1.20 per share exercisable over a term of five years. The acquisition was closed February 20, 2018, effective February 1, 2018. The Company recognized the ~~change~~assets acquired and liabilities ~~during~~assumed from TAG at their fair value on the ~~period~~acquisition indate, and the ~~total~~excess of ~~cash,~~the ~~cash~~purchase ~~equivalents,~~price over these values was allocated to intangible assets and ~~amounts~~goodwill. ~~generally~~The ~~described~~estimated asfair ~~restricted~~values ~~cash~~of orassets ~~restricted~~acquired ~~cash~~and liabilities assumed, were determined based ~~equivalents~~on management’s best estimates. ~~Entities~~Preliminary ~~will~~estimated ~~also~~fair bevalues ~~required~~are subject to ~~reconcile~~measurement ~~such~~period ~~total~~adjustments which represent updates made to ~~amounts~~the preliminary purchase price allocation based on revisions to valuation estimates in the ~~balance~~interim ~~sheet~~period subsequent to the acquisition and ~~disclose~~initial accounting date up until the ~~nature~~purchase ofprice allocation is finalized which cannot be any later than one year from the ~~restrictions~~acquisition date. ~~ASU~~The ~~No.~~Company ~~2016~~engaged a third-18party valuation specialist to assist in the valuation and is ~~effective~~in the ~~for~~process ~~public~~of ~~business~~completing ~~entities~~its ~~for~~assessment ~~fiscal~~of ~~years~~the ~~beginning~~fair ~~after~~value ~~December~~of ~~15,~~assets ~~2017~~acquired and liabilities assumed. Thus the preliminary measurement ~~The~~of ~~Company~~the ~~does~~assets ~~not~~acquired ~~believe~~and ~~this~~liabilities ~~ASU~~assumed ~~will~~are ~~have~~subject anto ~~impact~~change, onwhich ~~our~~could ~~results~~be ofsignificant. ~~operation,~~The ~~cash~~Company ~~flows,~~will ~~other~~finalize the amounts recognized no later than ~~presentation,~~one ~~or financial~~year ~~condition~~from the acquisition date.

The following table shows the preliminary purchase price, estimated acquisition-date fair values of the assets acquired and liabilities assumed and calculation of goodwill for TAG utilizing the information at acquisition date.

Assets acquired:
Current assets	$	150,910
Property and equipment		35,265
Trademarks and customer relationships		3,140,000
Goodwill		1,151,407
Total assets acquired		4,477,582
Total liabilities assumed		(221,582	)

Net assets acquired	$	4,256,000
Consideration paid:
Issuance of 600,000 shares of common stock	$	2,580,000
Issuance of 1,600,000 common stock warrants		1,676,000

Total	$	4,256,000

The Company is amortizing the intangible assets over their useful lives of 5-10 years. During the three and six months ended June 30, 2018, the Company recorded amortization expense of $82,066 and $176,248, respectively.

Note G – Segments

The Company has two operating segments, one that sells the products under the “Vegalab” brand name and a produce processing business conducted under the name M&G Packing, Inc. located in Tulare County, California that was acquired in the 4^th quarter of 2017. Prior to the acquisition, the Company’s only business segment was Vegalab.

As of June 30, 2018 and the six months then ended:

					Segment
	Segment Assets		Revenue		Gross Profit (Loss)			Depreciation
M&G Packaging	$	1,544,617	$	6,093,331	$	(99,099	)	$	70,861
Vegalab’s	$	8,829,657	$	5,361,619	$	1,401,134		$	15,608
	$	10,374,274	$	11,454,950	$	1,302,035		$	86,469

~~The~~For ~~Company does not expect~~ the ~~adoption of~~three ~~other~~months ~~recently~~ended ~~issued~~June ~~accounting pronouncements to have a significant impact on the Company’s results of operations~~30, ~~financial position or cash flows.~~2018:

Note E – Acquisition of Business

					Segment
	Segment Assets		Revenue		Gross Profit (Loss)			Depreciation
M&G Packaging	$	1,544,617	$	1,533,843	$	(307,651	)	$	37,763
Vegalab’s	$	8,850,657	$	2,632,478	$	17,158		$	6,441
	$	10,394,274	$	4,166,321	$	(290,493	)	$	44,204

OnNote December 29, 2017, Vegalab exercised an option to purchase The Agronomy Group LLC, a California limited liability company (“TAG”). On January 22, 2018, Vegalab and TAG entered into a Member Units Purchase Agreement under which Vegalab agreed to purchase all of the member units in TAG from its two members for a total of 600,000 shares of the common stock of Vegalab, and warrants to purchase 1,600,000 shares of the common stock of Vegalab at an exercise price of $1.20 per share exercisable over a term of five years. The acquisition was closed February 20, 2018, effective February 1, 2018. The Company recognized the assets acquired and liabilities assumed from TAG at their fair value on the acquisition date, and the excess in purchase price over these values it was allocated to intangible assets and goodwill. The estimated fair values of assets acquired and liabilities assumed, were determined based on management’s best estimates. Preliminary estimated fair values are subject to measurement period adjustments which represent updates made to the preliminary purchase price allocation based on revisions to valuation estimates in the interim period subsequent to the acquisition and initial accounting date up until the purchase price allocation is finalized which cannot be any later than one year from the acquisition date. The Company engaged a thirdH -~~party~~ ~~valuation~~Related ~~specialist to assist in the valuation and is in~~Party the process of completing its assessment of the fair value of assets acquired and liabilities assumed. Thus the preliminary measurement of the assets acquired and liabilities assumed are subject to change, which could be significant. The Company will finalize the amounts recognized no later than one year from the acquisition date.Transactions

The ~~following~~Company’s ~~table~~current ~~shows~~sole ~~the~~source of ~~preliminary~~supply ~~purchase~~of ~~price~~ECOWIN products is through Vegalab S. A., ~~estimated acquisition-date~~(“VSA”) ~~fair~~a ~~values~~Swiss ofcompany solely owned by David Selakovic, the Company’s ~~assets~~controlling ~~acquired~~shareholder. ~~and~~All ~~liabilities~~products ~~assumed~~are ~~and~~sold ~~calculation~~to ofthe ~~goodwill~~Company at VSA's cost for ~~TAG~~the ~~utilizing~~products from the ~~information~~manufacturer. atAS ~~acquisition~~of ~~date.~~June ~~All~~30, ~~numbers~~2018 ~~are~~and inDecember ~~000s~~31, ~~except~~2017, ~~shares~~the Company had outstanding payable of 2,327,649 and ~~warrants~~705,432 to VSA for purchase of products.

Assets acquired:
Current assets	$	152
Property and equipment		35
Customer, workforce, trademarks and related relationships		3,834
Goodwill		457
Total assets acquired		4,478
Total liabilities assumed		(222	)
Net assets acquired	$	4,256
Consideration paid:
Issuance of 600,000 shares of common stock	$	2,580
Issuance of 1,600,000 warrants		1,676
Total	$	4,256

As of June 30, 2018 and December 31, 2017, the Company had payables to David Selakovic, the Company’s controlling shareholder, of $166,614 and $0 for purchase of inventory and payment of Company’s operating expense. These payables bear no interest, are unsecured and due on demand. During the six months ended June 30, 2018 and 2017, the Company incurred $3,545,281 and $244,000 for product purchases for resale from Vegalab S. A.

~~The~~Note ~~Company~~I ~~is amortizing the intangible assets over their useful lives of 5~~-10 ~~years.~~Note ~~During~~Payable ~~the~~to ~~three months ended March 31, 2018, the Company recorded amortization expense of $82,066.~~Investor

~~Note~~On FAugust –24, ~~Segments~~2016, the Company’s controlling stockholder, David Selakovic, agreed to loan the Company up to $300,000 at a rate of 4% per annum. Outstanding loans on this agreement were $0 and $0 at June 30, 2018 and December 30, 2017, The Company recorded accrued interest of $1,894 and $1,894 as of June 30, 2018 and December 31, 2017, respectively, related to this note.

WeNote ~~had~~J ~~two~~- ~~operating~~Note segments, one that sells the ECOWIN products under the “Vegalab” brand name and a produce packaging business conducted under the name M&G Packing, Inc. located in Tulare County, California that was acquired in the 4th quarter of 2017. Prior to the acquisition, the Company’s only business segment was Vegalab.Payable

On October 18, 2017, the Company purchased substantially all the assets of a produce packaging business conducted under the name M&G Packing, Inc. located in Tulare County, California. The total purchase price for the business plus closing costs was $854,452, which was paid $429,452 in cash and $425,000 in the form of a promissory note secured by the real property that bears interest at the rate of 6.0% per annum with interest only payable monthly and all principal and interest due 18 months from the close of escrow on October 24, 2017. On January 26, 2018, the Company issued 25,000 shares of common stock to M&G Farms, Inc., which was credited as a payment of $75,000 of principal and accrued interest on the promissory note.

Note K - Common Stock Transactions

On December 29, 2017, Vegalab exercised an option to purchase The Agronomy Group LLC, a California limited liability company (“TAG”). On January 22, 2018, Vegalab and TAG entered into a Member Units Purchase Agreement under which Vegalab agreed to purchase all of the member units in TAG from its two members for a total of 600,000 shares of the common stock of Vegalab, valued at $4.30 per share at the acquisition date, and warrants to purchase 1,600,000 shares of the common stock of Vegalab at an exercise price of $1.20 per share exercisable over a term of five years, valued at $1.05 per warrant. The acquisition was closed February 20, 2018, effective February 1, 2018.

On January 26, 2018, the Company issued 25,000 shares of common stock to M&G Farms, Inc., which was credited as a payment of $75,000 of principal and accrued interest on the promissory note dated October 9, 2017 from the Company to M&G Farms.

Note L – Stock Options and Warrants

	Number of Options		Weighted Average Exercise Price
Options
Balance at December 31, 2017		448,000	$	1.45
Granted		—		—
Exercised		—		—
Expired		—		—
Balance at June 30, 2018		448,000	$	1.45
Options Exercisable at June 30, 2018		425,650	$	1.45

	Number of Warrants		Weighted Average Exercise Price
Warrants
Balance at December 31, 2017		—	$	—
Granted		1,600,000		1.20
Exercised		—		—
Expired		—		—
Balance at June 30, 2018		1,600,000	$	1.20
Warrants Exercisable at June 30, 2018		1,600,000	$	1.20

For the three months ended March 31, 2018:

					Segment		Segment
Business Segment	Sales		Depreciation		Gross Profit		Assets
Produce packaging business	$	4,559,488	$	33,098	$	208,552	$	2,546,801
ECOWIN product sales	$	2,729,141	$	4,962	$	1,383,976	$	6,996,903
Total	$	7,288,629	$	38,060	$	1,592,528	$	9,543,704

Note G - Related Party Transactions

The Company’s current sole source of supply of ECOWIN products is through Vegalab S. A., a Swiss company solely owned by David Selakovic, the Company’s controlling shareholder. All products are sold to the Company at VSA's cost for the products from the manufacturer. During the three months ended March 31, 2018 and 2017, the Company incurred $879,006 and $244,000 for product purchases for resale from Vegalab S. A.

As of March 31, 2018 and December 31, 2017, the Company had outstanding accounts payable – related party of $719,272 and $712,947, respectively, for purchases of inventory.

Note H - Note Payable to Investor

On August 24, 2016, the Company’s controlling stockholder, David Selakovic, agreed to loan the Company up to $300,000 at a rate of 4% per annum. As of December 31, 2016, Mr. Selakovic loaned the Company a total of $175,000, due on 60 days demand. During the year ended December 31, 2017, the Company repaid $177,474 including accrued interest of $2,474. The Company recorded accrued interest of $1,894 and $1,894 as of March 31, 2018 and December 31, 2017, respectively, related to this note.

Note I - Common Stock Transactions

On December 29, 2017, Vegalab exercised an option to purchase The Agronomy Group LLC, a California limited liability company (“TAG”). On January 22, 2018, Vegalab and TAG entered into a Member Units Purchase Agreement under which Vegalab agreed to purchase all of the member units in TAG from its two members for a total of 600,000 shares of the common stock of Vegalab, valued at $4.30 per share, and warrants to purchase 1,600,000 shares of the common stock of Vegalab at an exercise price of $1.20 per share exercisable over a term of five years, valued at $1.05 per warrant. The acquisition was closed February 20, 2018, effective February 1, 2018.

On January 26, 2018, the Company issued 25,000 shares of common stock to M&G Farms, Inc., which was credited as a payment of $75,000 of principal and interest on the promissory note from the Company to M&G Farms from the Company to M&G Farms in the principal amount of $425,000 dated October 9, 2017.

Note J – Stock Options and Warrants

	Number of Options/Warrants		Weighted Average Exercise Price
Balance at December 31, 2017		448,000	$	1.45
Granted		1,600,000		1.20
Exercised		—		—
Expired		—		—
Balance at March 31, 2018		2,048,000	$	1.25
Options Exercisable at March 31, 2018		1,999,250	$	1.25

On November 6, 2017, the Company filed an amendment to its Articles of Incorporation with the Secretary of Nevada to change its name to "Vegalab, Inc." and approved the Company's 2017 Equity Incentive Plan and the reservation of 2,000,000 shares of common stock for the issuance thereunder. The name change and the 2017 Equity Incentive Plan were previously approved by its majority shareholders via a special meeting held on November 6, 2017.

The Company's stock price was higher than the weighted average exercise price at ~~March~~June 3130, 2018; therefore the intrinsic value of the options ~~and warrants~~ was approximately $3514,~~369~~750 on June 30,~~000~~ 2018.

OnIn connection with the acquisition of TAG on February 281, ~~2017~~2018, the Company ~~granted~~issued ~~options to purchase 30~~1,600,000 shares of ~~its~~the common stock towarrants ~~consultants~~of Vegalab at an exercise price of $1.23 20 per share exercisable over a term of five years. The ~~options~~warrants vested ~~over 10 months~~immediately. The ~~options~~ warrants expire on ~~February~~March 251, ~~2022~~2023. The ~~options~~ warrants were valued using the Black Scholes Option Pricing Model with the following assumptions: dividend yield of 0%, annual volatility of ~~508~~245%, risk free interest rate of 2.0953%, and an expected life of 5 years. The ~~intrinsic~~ total value of the ~~option~~warrants was approximately $501,676,000 on asthe date of ~~March~~issuance. 31As of June 30, 2018, the intrinsic value of the warrants were approximately $2,240,000.

OnDuring ~~November 20, 2017,~~ the ~~Company~~three ~~granted~~and ~~options~~six ~~to purchase 78,000 shares of its common stock to consultants at an exercise price of $1.425 per share. The options vest over 12~~ months. ~~The options~~ended ~~expire~~June on30, ~~November 20~~2018, ~~2022.~~we ~~The options were valued using the Black Scholes Option Pricing Model with the following assumptions:~~incurred ~~dividend~~stock ~~yield~~option ofexpense ~~0%, annual volatility~~ of ~~490%~~$82,264 ~~risk free interest rate of 2.09%,~~ and ~~an expected life of 5 years. The intrinsic value of the option was approximately~~ $~~115~~54,~~000 as of March 31, 2018~~971.

~~On November 20, 2017, the Company granted options to purchase~~Note ~~100,000~~M ~~shares~~- ofConcentrations ~~its common stock to an employee at an exercise price~~ of ~~$1.425~~Credit per share. The options vested immediately. The options expire on November 20, 2022. The options were valued using the Black Scholes Option Pricing Model with the following assumptions: dividend yield of 0%, annual volatility of 490%, risk free interest rate of 2.09%, and an expected life of 5 years. The intrinsic value of the option was approximately $147,000 as of March 31, 2018.Risk

OnSales ~~November~~to ~~20,~~three ~~2017,~~customers ~~the~~comprised ~~Company~~35%, 34% ~~granted~~and ~~options~~24%, ~~to purchase 100~~respectively,~~000~~ ~~shares~~ of ~~its~~the ~~common~~Company's ~~stock~~product tosales ~~its~~revenues ~~President~~for ~~who~~the isthree months ~~also~~ended aJune ~~Director~~30, ~~at an exercise price of $1~~2018.~~425~~ ~~per~~Sales ~~share.~~to ~~The options~~three ~~vested~~customers ~~immediately.~~comprised ~~The~~39%, ~~options~~27% ~~expire~~and on27%, ~~November 20~~respectively, ~~2022.~~of ~~The~~the ~~options~~Company's ~~were~~product ~~valued~~sales ~~using~~revenues for the ~~Black~~three ~~Scholes~~months ~~Option~~ended ~~Pricing~~June ~~Model~~30, ~~with~~2017. ~~the~~Two ~~following~~customers ~~assumptions:~~accounted ~~dividend~~for ~~yield~~57% ofand 035%, ~~annual volatility~~ of ~~490%,~~the ~~risk~~Company’s ~~free~~accounts ~~interest~~receivable ~~rate~~as of ~~2.09%~~June 30, ~~and~~2018, anrespectively. ~~expected~~Two ~~life~~customers ofaccounted 5for ~~years.~~78% ~~The~~and ~~intrinsic~~8% ~~value~~ of ~~the~~accounts ~~option~~receivable, ~~was approximately $147~~respectively,~~000~~ as of ~~March~~ December 31, ~~2018~~2017.

OnSales ~~December~~to ~~11,~~three ~~2017,~~customers ~~the~~comprised ~~Company~~25%, 22% ~~granted~~and ~~options~~10%, ~~to purchase 140~~respectively,~~000~~ ~~shares~~ of ~~its~~the ~~common~~Company's ~~stock~~processing torevenues ~~consultants~~for atthe anthree ~~exercise~~months ~~price~~ended ofJune ~~$1.40~~30, ~~per share~~2018. ~~The~~Sales ~~options~~to ~~vested~~three ~~immediately. The~~customers ~~options~~comprised ~~expire~~24%, on20% ~~December~~and 1210%, ~~2022.~~respectively, ~~The~~of ~~options~~the ~~were~~Company's ~~valued~~processing ~~using~~revenues for the ~~Black~~six ~~Scholes~~months ~~Option~~ended ~~Pricing~~June ~~Model~~30, ~~with~~2018. ~~the~~Sales ~~following assumptions:~~to ~~dividend~~three ~~yield~~customers ~~of 0~~25%, ~~annual~~22% ~~volatility~~and ~~of 495~~10%, ~~risk~~respectively, ~~free~~of ~~interest~~the ~~rate~~Company's ofprocessing ~~2.16%,~~revenues ~~and~~for anthe ~~expected~~three ~~life~~months ofended 5June ~~years~~30, 2017. Three ~~The~~customers ~~intrinsic value~~accounted offor ~~the~~32%, ~~option~~30%, ~~was~~and ~~approximately~~10%, ~~$189~~respectively,~~000~~ of accounts receivable as of ~~March~~June 3130, 2018.

OnNote ~~December~~N ~~29,~~– 2017, Vegalab exercised an option to purchase The Agronomy Group LLC, a California limited liability company (“TAG”). On January 22, 2018, Vegalab and TAG entered into a Member Units Purchase Agreement under which Vegalab agreed to purchase all of the member units in TAG from its two members for a total of 600,000 shares of the common stock of Vegalab, and warrants to purchase 1,600,000 shares of the common stock of Vegalab at an exercise price of $1.20 per share exercisable over a term of five years. The acquisition was closed February 20, 2018, effective February 1, 2018. The options vested immediately. The options expire on March 1, 2023. The options were valued using the Black Scholes Option Pricing Model with the following assumptions: dividend yield of 0%, annual volatility of 245%, risk free interest rate of 2.53%, and an expected life of 5 years. The total value of the warrant was approximately $1,676,000 at the February 1, 2018. As of March 31, 2018, the intrinsic value of the warrant was approximately $2,720,000.Commitments

Future minimum lease payments required under the Company capital lease for a forklift and the present value of the net minimum lease payments as of June 30, 2018 are as follows:

2018	$	2,278
2019		4,555
2020		4,555
2021		4,555
2022 & Thereafter		5,315
Total future minimum lease payments	$	21,258
Less: amount representing interest		(1,089	)
Present value of net minimum lease and obligations		20,169

On July 20, 2016, the Company entered into a lease agreement for warehouses located at 2542 Business Parkway Suite 1 and 2, Minden, Nevada. The facility is 24,276 square feet with a lease term of 36 months at a current cost of $13,959 per month. The Company was also required to make a security deposit of $14,500. During the three and six months ended June 30, 2018, the Company incurred rent expense of $101,002 and $50,501, respectively.

On February 13, 2018, the Company entered into a lease agreement for office space located at 764 P Street, Fresno California. The office is 2,850 square feet with a lease term of 12 months commencing on March 1, 2018 at a current cost of $3,000 per month. The Company was also required to make a security deposit of $3,000. During the three and six months ended June 30, 2018, the Company incurred rent expense of $12,250 and $9,000, respectively.

At June 30, 2018, future minimum obligations on the operating leases are:

2018	$	101,752
2019		131,628
2020		-
2021		-
2022 & Thereafter		-
Total	$	233,380

During the three months ended March 31, 2018, we incurred stock option expense of $27,293.

Note K – Commitment and Contingencies

On October 20, 2017, the Company entered into a lease agreement for a forklift with a lease term of 57 months at a current cost of $380 per month. Per the agreement, no payment was due in the first 4 months of the lease term. The Company recorded the lease as a capital lease and used its incremental borrowing rate of 1.90% for purposes of discounting lease payments.

The future minimum lease payments required under the capital lease and the present value of the net minimum lease payments as of March 31, 2018 are as follows:

2018	$	3,044
2019		4,555
2020		4,555
2021		4,555
2022 & Thereafter		5,315
Total future minimum lease payments	$	22,024
Less: amount representing interest		(380	)
Present value of net minimum lease and obligations		21,644

On July 20, 2016, the Company entered into a lease agreement for warehouses located at 2542 Business Parkway Suite 1 and 2, Minden, Nevada. The facility is 24,276 square feet with a lease term of 36 months at a current cost of $13,959 per month. The Company was also required to make a security deposit of $14,500. During the three months ended March 31, 2018, the Company incurred rent expense of $50,501.

On February 13, 2018, the Company entered into a lease agreement for office space located at 764 P Street Suite 014,015,016 and 017, Fresno California. The office is 2,850 square feet with a lease term of 12 months commencing on March 1, 2018 at a current cost of $3,000 per month. The Company was also required to make a security deposit of $3,000. During the three months ended March 31, 2018, the Company incurred rent expense of $3,250.

At March 31, 2018, future minimum obligations on leases are:

2018	$	152,628
2019		131,628
2020		-
2021		-
2022 & Thereafter		-
Total	$	284,256

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

Caution Regarding Forward-Looking Information

The following discussion and analysis of financial condition and results of operations should be read in conjunction with the audited December 31, 2017 Consolidated Financial Statements and notes thereto, along with Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2017 Annual Report on Form 10-K, filed separately with the Securities and Exchange Commission.

This document contains statements that are, or may be deemed to be, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, which address activities, actions, goals, prospects, or new developments that we expect or anticipate will or may occur in the future, including such things as expansion and growth of our operations and other such matters are forward-looking statements. Any one or a combination of factors could materially affect our operations and financial condition. These factors include competitive pressures, success or failure of marketing programs, changes in pricing and availability of products offered to customers, legal and regulatory initiatives affecting our products, and conditions in the capital markets. Forward-looking statements made by us are based on knowledge of our business and the environment in which we operate as of the date of this report. Because of the factors discussed in our 2017 Annual Report on Form 10-K and factors disclosed in subsequent reports filed with the Securities and Exchange Commission, actual results may differ from those in the forward-looking statements.

General

Vegalab, Inc., formerly HPC Acquisitions, Inc. (the “Company”, “we”, “our”, or “us”) is the exclusive North and South America distributor of Vegalab products supplied by Vegalab SA, Switzerland (“VSA”). The Company operates in two segments of the food industry; the Agronomy Business and the Packing Business. The Agronomy Business involves the manufacture and distribution of all natural crop protection, crop health, and soil enhancement products. The Packing Business operates a citrus packing facility. Because growers who use our crop protection and plant health products are potential users of our citrus packing services, and vice versa, management believes that these two business units are complementary and will create synergistic growth for both business units.

Vegalab products consist of biological pesticides, fertilizers, and specialty biological agents that are highly effective against targeted organisms, non-toxic to beneficial organisms, and safe for the environment. The Company holds registrations for its products in a number of US states, Costa Rica, and Panama, and is pursuing additional registrations domestically and in Canada, Mexico, and Central/ South America.

Recent Development

In February of 2018, the Company acquired The Agronomy Group, LLC, a California limited liability company (“TAG”), a producer and distributor of environmentally friendly agrochemicals. TAG had been our top U.S. sales organization, so the acquisition significantly expanded the Company’s internal marketing capabilities. Furthermore, the TAG product line complemented the existing Vegalab product line, and thus increased the number of products that we have available to offer our customers. The purchase price for TAG was paid by the delivery of 600,000 shares of common stock of Vegalab, and a warrant to purchase 1,600,000 shares of common stock of Vegalab at an exercise price of $1.20 per share exercisable over a term of five years.

Results of Operations

During the three months ended ~~March~~June 3130, 2018, the Company recognized total revenues of $74,~~288~~166,~~629~~321 compared to $~~208~~166,~~816~~682 for the three months ended ~~March~~June 3130, 2017. Revenue from the sale of Vegalab products was $2,~~729~~632,~~141~~478 compared to $~~208~~166,~~816~~ 682 for the three months ended ~~March~~June 3130, 2017, sales increased during the three months ended June 30, 2018 compared to 2017 mainly due to increased marketing and the acquisition of TAG in February 2018. Revenue from packing business was $2,632,478. Cost of goods sold were $14,~~345~~456,~~165~~814 for the three months ended ~~March~~June 3130, 2018, ~~compared~~ compared to $~~189~~120,~~451~~979 for the three months ended ~~March~~June 3130, 2017. During the three months ended June 30, 2018 The Company had a negative gross profit margin from its packing business. The negative gross margin was due to higher than expected costs for the purchase of produce and reduced processing as the growing season comes to an end.

15During the six months ended June 30, 2018, the Company recognized total revenues of $11,454,950 compared to $375,498 for the six months ended June 30, 2017. Revenue from the sale of Vegalab products was $5,361,619 compared to $375,498 for the six months ended June 30, 2017 sales increased during the six months ended June 30, 2018 compared to 2017 mainly due to increased marketing and the acquisition of TAG in February 2018. Revenue from produce process was $6,093,311. Cost of goods sold was $10,152,915 for the six months ended June 30, 2018, compared to $310,430 for the six months ended June 30, 2017. During the six months ended June 30, 2018. The Company experienced lower than expected gross profit margin from the packing business. The negative gross margin was due to higher than expected costs for the purchase of produce and reduced processing as the growing season comes to an end.

On October 18, 2017, the Company purchased substantially all the assets of a produce packaging business conducted under the name M&G Packing, Inc. During the first quarter of 2018 the Company generated $4,559,488 from processing revenue. As this business was acquired in October 2017, there was no corresponding revenue in the first quarter of 2017. Cost of goods for our produce packaging business was $4,350,936 for the three months ended March 31, 2018. There was no corresponding cost of goods for our produce packaging business in the first quarter of 2017 for the reason stated above.14

~~Total~~On ~~operating~~October ~~expenses~~18, ~~for~~2017, the ~~three~~Company purchased ~~months~~substantially ~~ended~~all ~~March~~the ~~31,~~assets ~~2018,~~of ~~were~~a ~~$1,641,932~~produce ~~compared~~packaging tobusiness ~~$189,451~~conducted ~~for~~under the ~~three~~name ~~months~~M&G ~~ended March 31~~Packing, ~~2017~~Inc. ~~Expenses~~During ~~increased~~the three months ~~significantly~~ended asJune 30, 2018 the Company ~~hired~~generated ~~additional staff~~$1,533,843 ~~consultants~~from ~~and~~processing ~~professionals~~revenue. ~~due~~As tothis ~~its~~business ~~purchase~~was ofacquired ~~M&G~~in ~~Packing~~October 2017, ~~Inc.~~there ~~and~~was ~~TAG~~no ~~compared~~corresponding torevenue in the ~~three~~second ~~months~~quarter ~~ended~~of ~~March 31,~~ 2017. ~~For~~Cost of goods for our produce packaging business was $1,841,494 for the three months ended ~~March~~June 3130, 2018,. weThere ~~had~~was ano ~~loss~~corresponding ~~from~~cost ~~operations~~ of ~~$49,404~~goods ~~compared~~sold tofor ~~$239,870~~our ~~for~~produce ~~the~~packaging ~~three~~business ~~months~~in ~~ended~~the ~~March~~second quarter ~~31,~~of 2017 for the reason stated above.

~~After~~During the ~~provision~~six ~~for~~months ~~interest~~of ~~and~~2018 ~~income~~the Company ~~taxes~~generated $6,093,331 ~~net~~from ~~loss~~processing ~~for~~revenue in our produce packing business. There was no corresponding revenue in the ~~three~~six months of ~~ended~~2017 ~~March~~for ~~31,~~the ~~2018,~~reason stated above. Cost of goods sold for our produce packaging business was $566,~~769~~192,430 orfor ~~$(0.00)~~the ~~per~~six ~~share~~months ended June 30, ~~and~~2018. ~~the~~There ~~net~~was ~~loss~~no corresponding cost of goods sold for our produce packaging business in the ~~three~~six months ~~ended~~ ~~March~~of ~~31,~~ 2017 ~~was~~for ~~$225,148~~the reason orstated ~~$(0~~above.~~01) per share.~~

Total operating expenses for the three months ended June 30, 2018, were $717,470 compared to $298,148 for the three months ended June 30, 2017. Expenses increased significantly as the Company hired additional staff, consultants and professionals due to its purchase of M&G Packing, Inc. and TAG compared to the three months ended June 30, 2017. For the three months ended June 30, 2018, we had a loss from operations of $1,007,963 compared to a loss of $252,445 for the three months ended June 30, 2017.

Total operating expenses for the six months ended June 30, 2018, were $2,359,402 compared to $557,383 for the six months ended June 30, 2017. Expenses increased significantly for the reasons stated above compared to the six months ended June 30, 2017. For the six months ended June 30, 2018, we had a loss from operations of $1,057,367 compared to a loss of $492,315 for the six months ended June 30, 2017.

After the provision for interest and income taxes, net loss for the three months ended June 30, 2018, was $1,018,350 or $(0.04) per share, and the net loss for the three months ended June 30, 2017 was $253,844 or $(0.01) per share.

After the provision for interest and income taxes, net loss for the six months ended June 30, 2018, was $1,075,119 or $(0.05) per share, and the net loss for the six months ended June 30, 2017 was $513,064 or $(0.02) per share.

Liquidity and Capital Resources

At ~~March~~June 3130, 2018, and December 31, 2017, ~~the~~ the Company had a working capital surplus of approximately $1784,~~789,607~~143 and $1,960,567, respectively.

We believe our current ~~funding~~working capital is sufficient to meet our needs described above over the next 9 to 12 months. Nevertheless, our goal is to ~~begin and then~~ increase product sales as quickly as we can within the constraints of our managerial and financial resources. If sales opportunities exceed our expectations, we will need additional debt or equity financing to seize these opportunities and there is no assurance financing will be available or available at terms we would find acceptable. If we are unable to raise additional capital at a level adequate to support our sales opportunities, we would need to curtail marketing efforts, which would adversely affect growth and results of operations and could prevent us from succeeding in implementing our ~~new~~combined ~~operating~~ business. These factors raise substantial doubt about the Company’s ability to continue to operate as a going concern for the 12 months following the issuance date of these condensed consolidated financial statements.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. The more critical accounting estimates include estimates related to revenue recognition and accounts receivable allowances. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note D to our unaudited condensed consolidated financial statements appearing elsewhere in this report.

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

Not required of a smaller reporting company.

Item 4 - Controls and Procedures

Our management, under the supervision and ~~with~~ with the participation of our Chief Executive and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 promulgated under the Exchange Act as of the end of the period covered by this report on Form 10-Q. Disclosure controls and procedures are controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and include controls and procedures designed to ensure that information we are required to disclose in such reports is accumulated and communicated to management, including our Certifying Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon that evaluation, our Certifying Officer concluded that as of such date, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by us in our reports is recorded, processed, summarized and reported within the time periods specified by the SEC due to ~~certain weaknesses~~material weaknesses in our internal control over financial reporting described in Item 9A of our Annual Report on Form 10-K for the year ended ~~March~~ December 31, 2017, which we view as an integral part of our disclosure controls and procedures.

1615

There have been no changes in our internal control over financial reporting during the quarterly period ended ~~March~~June 3130, 2018, which have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Part II - Other Information

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

On December 29, 2017, the Vegalab exercised an option to purchase The Agronomy Group LLC, a California limited liability company (“TAG”). On January 22, 2018, Vegalab and TAG entered into a Member Units Purchase Agreement under which Vegalab agreed to purchase all of the member units in TAG from its two members for a total of 600,000 shares of the common stock of Vegalab, and warrants to purchase 1,600,000 shares of the common stock of Vegalab at an exercise price of $1.20 per share exercisable over a term of five years. The acquisition was closed February 20, 2018, effective February 1, 2018.

The shares of common stock, options, warrants, and common stock underlying the options and warrants are issued in reliance on the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 6 - Exhibits

Exhibit No.
10.1	Member Units Purchase Agreement dated January 22, 2018 (1)
10.2	Common Stock Purchase Warrant issued to Jeffry Hill (1)
10.3	Common Stock Purchase Warrant issued to Ryan Sweeney(1)
10.4	Employment Agreement between Vegalab, Inc., and Jeffry Hill (1)
10.5	Employment Agreement between Vegalab, Inc., and Ryan Sweeney (1)
31.1	Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1	Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002
101	Interactive data files pursuant to Rule 405 of Regulation S-T.

~~(1) These exhibits are incorporated herein by this reference form the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 2, 2018.~~16

SIGNATURES

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

	Vegalab, Inc.
Dated: July 13, 2018	By:	/s/ David D. Selakovic
Dated: August 30, 2018	By:	/s/ David D. Selakovic
		David D. Selakovic, Chief Executive Officer and Chief Financial Officer

1817

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