Item 1.01 Entry into a Material Definitive Agreement.

January 26, 2002 Acquisition Agreement Between and Among Us, Integrated Holding Solutions, Inc. (our wholly owned subsidiary), and GCTR Management, Inc.

On January 26, 2022, we and our wholly owned subsidiary, Integrated Holding Solutions, Inc. (the "Buyer"), completed an Acquisition Agreement (the "Agreement") with GCTR Management, LLC, a California Limited Liability Company (the "Seller" or "GCTR"), and its Managing Member. The Seller is in the business of managing cannabis companies.

The Agreement provides for the Buyer's acquisition of 100% of the Seller's Membership Units in return for consideration to the Seller of our 1,200,000 Preferred B Shares ("Preferred B Share Consideration"). For a period of 12 months following the closing date, should the Seller's revenue exceed certain specified levels specified in the Agreement, the Buyer will be required to pay the Seller additional monetary consideration pertaining to those specified revenue levels. Further, the terms provide that: (a) upon the closing, the Seller shall become the Buyer's wholly-owned subsidiary; (b) the operations of the Seller shall become the operations of the Buyer; (c) the Managing Member of the Seller shall manage GCTR's operations; and (d) the Buyer will have redemption rights to purchase back the Preferred B Share Consideration within 6 months of our issuance of said shares on the Buyer's behalf to the Seller at $10.00 per Preferred Share ("Redemption Rights"). The Buyer has the right to extend the Redemption Rights for an additional 6-month period.

Our Chief Executive Officer, Matt Dwyer, owns 19% of one of GCTR's clients; accordingly, there is a potential conflict of interest between our Chief Executive Officer's interests and the interests of our shareholders.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit
Number    Description

  10.1
            January 26, 2022 Acquisition Agreement*

104       Cover Page Interactive Data File (embedded within the Inline XBRL
          Document).




* Filed herewith




2

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