Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On October 28, 2024, Accredited Solutions, Inc., a Nevada corporation (the "Company"), entered into a Membership Interest Purchase Agreement (the "Globetopper Agreement") with Craig Span ("Owner"), pursuant to the Company would acquire 100% of the outstanding membership interests (the "Acquired Interests") of Globetopper, LLC (the "Globetopper").

Pursuant to the Globetopper Agreement, at the closing, the Company is to deliver a $3,000,000 secured promissory note (the "Closing Note"), to be secured by the Acquired Interests and the assets of Globetopper. The Closing Note is payable on the three-month anniversary of the closing date of the Globetopper Agreement by delivery of the following: (a) $1,000,000 in cash; (b) $1,000,000 by delivery of 1,000 shares of the Company's Series B Preferred Stock; and (c) $1,000,000 by the delivery of a secured promissory note (the "Follow-on Note"), to be secured by the Acquired Interests and the assets of Acquired Company. The Follow-on Note is payable on the six-month anniversary of its issuance.

The Globetopper Agreement closing is to occur upon the satisfaction of certain conditions, including customary closing conditions, the accuracy of the representations and warranties of each party, performance by each party of its respective obligations under the Globetopper Agreement and the absence of any material adverse changes in the condition of each party. The Company's management sees no impediment to the consummation of the Globetopper Agreement.

The foregoing description of the Globetrotter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Globetrotter Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.