SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2022

SUBSEQUENT EVENTS

Subsequent Events

NOTE 10 SUBSEQUENT EVENTS

Consolidated Apparel, Inc.

September 1, 2021 Acquisition Agreement

On September 1, 2021, Integrated Holdings Solutions, Inc. (“IHS’ or “Buyer’), our wholly owned subsidiary, as the Buyer, completed an Acquisition Agreement with Consolidated Apparel, Inc. (“Consolidated”) and Eugene Caiazzo (“Caiazzo”), who collectively are the Sellers, providing for IHS' acquisition of 49.5% of Consolidated’s common stock shares owned by Caiazzo (the “September 1, 2021 Agreement).

December 13, 2021 Acquisition Agreement

(100% Acquisition/Rescission of September 1, 2021 Agreement)

On December 13, 2021, IHS completed an Acquisition Agreement with Consolidated and Caiazzo, which rescinded the September 1, 2021 Agreement and provided for IHS’ acquisition of 100% of Consolidated in return for consideration of 328,000 shares of our Convertible/Redeemable Series B par value $1.00 Preferred shares to Caiazzo. Integrated's Series B convertible preferred stock converts into common stock at the option of the holder at the rate of 1 share of Series B convertible preferred into 20 shares of common stock. Further, the terms provide that post-acquisition: (a) Caiazzo shall remain as Consolidated’s President and manage Consolidated’s operations; (b) our Board of Directors will appoint Caiazzo as our Board member; (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, we will grant Stock Options to Caiazzo with Cashless provisions.

October 3, 2022 Addendum to December 13, 2021 Acquisition Agreement

On October 3, 2022, we amended the December 13, 2021 Acquisition Agreement, via an Addendum providing for the following amended terms in the Consideration Section (Section 2) of the December 13, 2021 Acquisition Agreement:

· 2.1 The Purchase Price to be paid by the Buyer is $1,200,000 as further provided for in terms 2.2 – 2.4.

· 2.2 IHS shall assume Consolidated’s outstanding debt of $950,000.00 as of September 30, 2022 (“Assumption of Debt Amount”).

· 2.3 $37,477,840 of the Assumption of Debt Amount by IHS shall be exchanged with 175,000,000 Common Stock Shares of Integrated Cannabis valued at $0.002 to be issued to Caiazzo.

· 2.4 IHS shall issue a Promissory Note for $250,000 to Caiazzo attached hereto as Exhibit A in exchange for 250,000 common stock shares of Consolidated owned by Caiazzo to be issued to IHS.

Upon the closing of our 100% acquisition on October 3, 2022, Consolidated became our wholly owned subsidiary. Since 2017, Consolidated has conducted its principal business activities in the development, marketing and distribution of customized Performance Apparel using its dba branded names, Native Outfitters and Incite Performance Wear. The sale of Consolidated’s products occurs in the leisure market.

Status of Acquisition Agreement and 49.9% Acquisition – GCTR Management, LLC

On January 26, 2022, the Company’s wholly owned subsidiary, Integrated Holding Solutions, Inc. (the “Buyer”), entered into an Acquisition Agreement (the “Agreement”) with GCTR Management, LLC, a California Limited Liability Company (the “Seller” or “GCTR”) in the business of managing cannabis companies, and its Managing Member. As of September 30, 2022, the agreement terms have not been completed and the transaction has not closed, but it provides for the Buyer’s acquisition of 100% of the Seller’s Membership Units in return for consideration to the Seller of 1,200,000 Preferred B Shares (“Preferred B Share Consideration”) of the Company. For a period of 12 months following the closing date, should the Seller’s revenue exceed certain specified levels specified in the Agreement, the Buyer will be required to pay the Seller additional monetary consideration pertaining to those specified revenue levels. Further, the terms provide that: (a) upon the closing, the Seller shall become the Buyer’s wholly owned subsidiary; (b) the operations of the Seller shall become the operations of the Buyer; (c) the Managing Member of the Seller shall manage GCTR’s operations; and (d) the Buyer will have redemption rights to purchase back the Preferred B Share Consideration within 6 months of our issuance of said shares on the Buyer’s behalf to the Seller at $10.00 per Preferred Share (“Redemption Rights”). The Buyer has the right to extend the Redemption Rights for an additional 6-month period. 

On March 17, 2022, the Company amended the January 26, 2022 agreement with GCTR providing for the Company’s purchase of 49.9% of the Seller with the Company’s option to purchase the remaining 50.1% of GCTR within 6 months of the date of the March 17, 2022 Agreement. The March 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 49.9% exchange and corresponding 49.9% purchase of GCTR executed on or about March 22, 2022.

October 25, 2022 Rescission Agreement Rescinding the March 17, 2022 GCTR Agreement

On October 25, 2022, we and GCTR agreed to rescind the March 17, 2022 Agreement. Further, the Parties agreed to work together to complete a new transaction and in connection therewith to complete the required GAAP financial statements.

October 24, 2022 Acquisition Agreement – MTO Wear, LLC

On October 24, 2022, Integrated Holdings Solutions, Inc. (“IHS’ or “Buyer’), our wholly owned subsidiary, as the Buyer, completed an Asset Purchase Agreement (the “Agreement”) with MTO Wear, LLC (the “Seller” or “MTO Wear”), a Florida Limited Liability Company to purchase and acquire from the Seller, only the accounts of the Seller, which consist of names, addresses, phone numbers, and email addresses of previous buyers, which Agreement is filed herein as Exhibit 10.1 in return for consideration by the Buyer of $240,000 in the form of a promissory note attached hereto as Exhibit 10.2 obligating the Buyer to pay the Seller $240,000 for the Purchased Assets at 8% with monthly payments of $10,000 beginning on January 15, 2023, and a balloon payment of the balance on July 15, 2023.

November 8, 2022 Press Release filed in November 8, 2022 Form 8-K titled “Integrated Cannabis to Acquire 3 Operating Entities in the Cannabis Space”. 

On November 8, 2022, we published a press release as filed with our November 8, 2022 Form 8-K stating that upon formation of a newly wholly owned subsidiary, Houdini Group, Inc., we intend to acquire 3 operating Cannabis entities in California: Houdini Labs, GCTR Management and the Tahoe Group.  The press release also states that our goal is to complete the audits for these entities before the end of March 2022.