STATUS OF ACQUISITION AGREEMENT, HEMP BUSINESS, NAME CHANGE, CLASSES OF PREFERRED SHARES

9 Months Ended

Sep. 30, 2022

STATUS OF ACQUISITION AGREEMENT, HEMP BUSINESS, NAME CHANGE, CLASSES OF PREFERRED SHARES

STATUS OF ACQUISITION AGREEMENT, HEMP BUSINESS, NAME CHANGE, CLASSES OF PREFERRED SHARES

NOTE 9 – STATUS OF ACQUISITION AGREEMENT, HEMP BUSINESS, NAME CHANGE, CLASSES OF PREFERRED SHARES  

Status of Acquisition Agreement - Consolidated Apparel, Inc.

On December 13, 2021, Integrated Holdings Solutions, Inc. (“IHS’ or “Buyer’), the Company’s wholly owned subsidiary, completed an Acquisition Agreement with Consolidated Apparel, Inc. (“Consolidated” or “Seller”) and Eugene Caiazzo (“Caiazzo”), which rescinded a September 1, 2021 agreement and provided for IHS’ acquisition of 100% of Consolidated in return for the Company’s consideration to the Buyer of 328,000 shares of the Company’s Convertible/Redeemable Series B par value $1.00 Preferred shares to Caiazzo. Further, the terms provide that: (a) Caiazzo shall remain as Consolidated’s President and manage Consolidated’s operations; (b) Integrated Cannabis’ director will appoint Caiazzo as a member of the Company’s Board of Directors; (c) IHS and Caiazzo will complete an Employment Agreement providing for Caiazzo’s responsibilities as Consolidated’s President; (d) subject to negotiation between the Parties, Consolidated will grant Cashless stock options to Caiazzo.

As of September 30, 2022, and December 31, 2021, the Consolidated Acquisition Agreement had not yet closed but did close on October 3, 2022 pursuant to an October 3, 2022 Addendum to the December 31, 2021 Consolidated Acquisition Agreement (See Note 10).

Termination of Hemp Business

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.

Name Change

During June 2022, the Company approved by shareholder consent a change to the Company’s name from Integrated Cannabis Solutions, Inc. changed to “Integrated Holding Solutions, Inc.”, which name change is subject to FINRA review and approval.

July 21, 2022 Amended and Restated Certificate of Designation – Series A, B, C Preferred Stock

On July 21, 2022, our Board of Directors approved the Amended and Restated Certificate of Designation, including the rights, preferences, and limitations assigned to Series A, Series B, and Series C of 5,000,000 of our Preferred Shares, as follows:

· 10,000,000 Series A Preferred Stock A Shares which has 50,000 votes Per Preferred A Share; our Chief Executive Officer owns 987,440 Preferred A Share or 49,372,000,000 votes.

· 1,500,000 Preferred B Shares, each Preferred B share of which may be converted into 20 Common Stock Shares; 598,800 Preferred B Shares of which were issued to GCTR

· 540,000 Preferred C Shares, each Preferred C Share of which may be converted into 1,000 Common Stock Shares, of which our Chief Executive Officer owns all 540,000 Preferred C Shares.

The Amended and Restated Certificate of Designation was filed with the State of Nevada on July 21, 2022.

July 21, 2022 Increase in Authorized Shares to 2,650,000,000

On July 21, 2022, our Board of Directors approved Amended and Restated Articles of Incorporation, which Amended and Restated Articles of Incorporation were filed with the State of Nevada on July 21, 2022, including an increase or our authorized shares of Common Stock to Two Billion Six Hundred Fifty Million (2,650,000,000).