Item 1.01. Entry Into a Material Definitive Agreement

On March 11, 2022, CGS International., Inc., a Nevada corporation, by and through its wholly owned subsidiary, World Agri Minerals Inc., a company incorporated under the laws of the Philippines (collectively, CGS International., Inc. and its subsidiary World Agri Minerals Inc. shall be referred to hereinafter as the "Company") and Agrarian Organics UK Limited, ("Agrarian") a company formed under the laws of the United Kingdom entered into a Purchase of Business Agreement (the "Purchase Agreement"). The Purchase Agreement sets forth the terms and conditions whereby the Company will purchase all of the assets of Agrarian, including, but not limited to: (i) all equipment used in the operation of the business; (ii) all inventory and packaging; (iii) all rights and titles to any registered or unregistered trademarks or trade names; (iv) all assets related to the branding or marketing of Agrarian or any Agrarian products; (v) Agrarian's online presence including websites, domain names, and email addresses; and, (vi) Agrarian's Amazon Seller's account operating in Europe and the United Kingdom (collectively, items (i) through (vi) are hereinafter referred to as the "Assets").

In exchange for the Assets, the Company will make cash payments to Agrarian in the aggregate amount of Sixty Thousand British Pounds Sterling (£60,000GBP) (approximately $79,000USD) payable in tranches as follows: (i) Initial Payment, due 7 days from the effective date of the Purchase Agreement of £15,000GBP; (ii) Second Payment, due 90 days from the effective date of the Purchase Agreement of £11,000GBP; (iii) Third Payment, due 180 days from the effective date of the Purchase Agreement of £11,000GBP; (iv) Fourth Payment, due 270 days from the effective date of the Purchase Agreement of £11,000GBP; and, Final Payment, due 365 days from the effective date of the Purchase Agreement of £11,000GBP (collectively, the "Purchase Price").

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits





Financial Statements:



None



Exhibits:



Exhibit No.   Description
  10.1          Purchase of Business Agreement dated March 11, 2022 (filed
              herewith)
104           Cover Page Interactive Data File (embedded within Inline XBRL
              document).





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