Mr. Charles Holmes reports

HEMPCO FOOD AND FIBER INC. - PRIVATE PLACEMENT - OPERATING CAPITAL

Hempco Food and Fiber Inc. has arranged a non-brokered private placement of up to 11,382,113 units at 30.75 cents per unit, each unit consisting of one common share of Hempco and one warrant to purchase one common share of Hempco. Each warrant shall be valid for two years and shall be exercisable at a purchase price of 41 cents per warrant. Closing of the offering is subject to a number of conditions, such as approval from the TSX Venture Exchange and satisfactory due diligence by the subscriber.

The private placement is subject to TSX Venture Exchange approval. The proceeds will be used for working capital purposes: new hires, marketing, equipment purchase and installation, quality control, and software system implementation.

All securities issued under the private placement are subject to a four-month-and-one-day hold period.

We seek Safe Harbor.