Item 1.01. Entry Into Material Definitive Agreement - Share Exchange Agreement

February 16, 2021 Stock Exchange Agreement

On February 16, 2021 (the "Effective Date"), we completed a Stock Exchange Agreement (the "Exchange Agreement") between and among Vital Behavioral Health, Inc. ("Vital") and each of the Vital shareholders ("Vital Shareholders"). Pursuant to the Exchange Agreement, we issued 16,840,000 restricted common stock shares in exchange for 100% of the outstanding shares of Vital. See also Item 2.01 below. A link to the Exchange Agreement that was previously filed on February 22, 2021 may be accessed herein in the Exhibit List. On the Effective Date, Vital became our wholly owned subsidiary.





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Vital Subsidiaries

Vital intends to operate U.S. facilities focusing on substance abuse treatment and offer various programs that help provide a continuum of care to its patients. At the time of the Vital acquisition, Vital had two wholly owned subsidiaries, VBH Frankfort LLC ("VBH Frankfort") and VSL Frankfort LLC ("VSL Frankfort"), each of which is a Nevada limited liability company that is qualified to do business in Kentucky.

Early Development Stage Companies

Vital is in the early development stage and do not possess any operational licenses or permits at this time.

Vital has applied for its license to operate an outpatient substance use treatment facility in Frankfort, Kentucky and anticipates that facility being operational within the calendar quarter ended June 30, 2021. Vital intends to offer sober-designated living quarters for individuals who are in recovery once it obtains the operating entitlements for its outpatient substance use treatment facility in Frankfort, Kentucky. Until such time, Vitals operations likely will be limited to planning and preparation.

Item 2.01 Completion of Acquisition of Assets

The information contained in Item 1.01 and the financial statements included herein, are incorporated by reference.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

The audited consolidated balance sheets of Vital Behavioral Health Inc. as of December 31, 2020 and the audited consolidated statements of operations, changes in equity and cash flows for the period of October 1, 2020 (Inception Date) to December 31, 2020, and the notes thereto, are attached hereto as Exhibit 99.1.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined balance sheets as of December 31, 2020 and statements of operations for the six months ended December 31, 2020 are hereby filed as Exhibit 99.2 to this Current Report on Form 8-K/A and incorporated herein by reference. Such unaudited pro forma condensed combined financial statements are not necessarily indicative of the operating results that would have been achieved if the adjustments set forth therein had been in effect for the period indicated or that may be achieved in future periods and should be read in conjunction with the historical financial statements the Company and the acquiree.

The exhibits listed below are filed or furnished herewith.





Exhibit
 Number    Description

 1.1*†       Agreement of Share Exchange and Plan of Reorganization, dated
           February 16, 2021 between UPD Holding Corp. and Vital Behavioral
           Health Group, Inc. (previously filed on Form 8-K on February 16,
           2021.
  99.1       Audited consolidated financial statements of Vital Behavioral
           Health Inc. as of December 31, 2020 and for the period from inception
           on October 1, 2020 through December 31, 2020.
  99.2       Unaudited pro forma combined statement of operations for the six
           months ended December 31, 2020.


__________



 * Previously filed

† Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of

Regulation S-K. The Company hereby undertakes to furnish supplemental copies of

any of the omitted schedules and exhibits upon request by the Securities and

Exchange Commission.




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