$UPOT Form 8-K

Item 1.01 – Entry into a Material Definitive AgreementOn January 25, 2016, Indie Growers Associations (“we” or the “Company”) entered into a agreement to acquire 100% of the outstanding shares of Teascom UK Limited (“Teascom”), the patent holder of a new generation of data encryption algorithms.

Under the terms of the agreement, the Company would:

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Effectuate a 1-for-100 stock consolidation

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Change the name of the company to better reflect the new technology focus

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Appoint two new members from Teascom to the Company’s Board of Directors

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Issue 50,000,000 shares of the company in exchange for 100% of the outstanding share of Teascom

As a result of this transaction, which is expected to close on or before April 15, 2016, Teascom would become a wholly owned subsidiary of the Company.

Item 5.02 –

Departure of Directors or Certain Officers

On February 5, 2016, the Board of Directors accepted the resignation of Ricardo Esparza from his position as Chief Operations Officer of the Company. Mr. Esparza’s resignation was for personal reasons and not related to any disagreement with the Company or its management.

Item 9.01 – Financial Statements and Exhibits(d) Exhibits

Exhibit No.

Description

10.1

Share Exchange Agreement between Indie Growers Association et al dated January 25, 2016