INCORPORATION AND OPERATIONS

6 Months Ended

Jun. 30, 2022

INCORPORATION AND OPERATIONS

Incorporation And Operations

NOTE 1 – INCORPORATION AND OPERATIONS

Prior Planned Operations

Integrated Cannabis Solutions, Inc. and Subsidiary (the “Company”) is a Nevada corporation and publicly traded company under the ticker “IGPK”. The Company was formed on December 31, 2003 and has had had nominal operations during the six months ended June 30, 2022 and the year ended December 31, 2021. The Company previously planned to process hemp or biomass into Cannabidiol (“CBD”) by establishing a processing plant in Wisconsin to supply manufacturers or pharmaceutical companies for their manufacture, distribution and sale of CBD related products such as edibles for human consumption, vitamins, and multi-vitamins, and topical products for human use such as oils, tinctures, creams, oils and salves, and vaping liquids. Additionally, the Company planned to promote and assist in the establishment of a co-op with local farmers for the purpose of establishing a consistent supply of biomass and enter into long term supply contracts. On May 21, 2019, the Company formed Integrated Farming Solutions, LLC as a limited liability company, in the state of Nevada. Integrated Farming Solutions, LLC is a wholly owned subsidiary and has not yet begun operations.

Prior Planned Operations Terminated – New Business Plan of Athleisure Wear and Management of Cannabis Companies

On January 3, 2022, the Company publicly announced it will not be renewing its Hemp licenses in Wisconsin since the Hemp market prices have dropped due to the increased number of new farmers. As of January 3, 2022, the Company is no longer pursuing a Hemp related business.

Upon the closing of the transactions described below, we will be conducting operations in the Athleisure apparel business as well as management of cannabis companies, as follows:

(a)

as a result of the transaction more specifically described below in Note 8, that on December 13, 2021, Integrated Holding Solutions (“IHS” or the “Buyer’), which is the Company’s wholly owned subsidiary, as the Buyer, entered into an Acquisition Agreement with Consolidated Apparel, Inc. (“Consolidated” or the “Seller”) and Eugene Caiazzo, its owner (“Caiazzo”), the Sellers in the Agreement, providing for IHS’ acquisition of 100% of Consolidated’s shares owned by Caiazzo in return for the Buyer’s consideration to the Seller of 328,000 shares of the Company’s Convertible/Redeemable Series B par value $1.00 Preferred shares to Caiazzo.

(b)

As a result of the transaction more specifically described below in Note 8, on March 17, 2022, we amended a January 26, 2022 Agreement (“3/17/2022 Agreement”) between IHS, our wholly owned subsidiary (and that is the Buyer in the transaction), and GCTR Management, LLC (the “Seller” or “GCTR”) , a California Limited Liability Company providing for the Buyer’s purchase of 49.9% of the Seller with the Buyer’s option to purchase the remaining 50.1% of the Seller within 6 months of the date of the 3/17/22 Agreement. The 3/17/2022 Agreement provides for an exchange of our Preferred B Shares with the Seller’s 598,800 Membership Units, as more specifically detailed in Note 8 below for the respective 49.9% and 50.1% purchases, respectively, which exchange occurred on or about March 22, 2022, and represents the Company’s closing on the 49.9% purchase of GCTR.