Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | Integrated Cannabis Solutions, Inc. | |
Entity Central Index Key | 0001002771 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 1,683,317,059 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 90-1505708 | |
Entity Address Address Line 1 | 6810 North State Road 7 | |
Entity Address City Or Town | Coconut Creek | |
Entity Address State Or Province | FL | |
Entity Address Postal Zip Code | 33073 | |
City Area Code | 954 | |
Local Phone Number | 906-0098 | |
Entity Interactive Data Current | Yes |
UNAUDITED CONSOLIDATED BALANCE
UNAUDITED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
current assets: | ||
Prepaid expenses | $ 0 | $ 10,000 |
Total assets | 0 | 10,000 |
CURRENT Liabilities: | ||
Accounts payable and accrued expenses | 676,383 | 487,019 |
Accrued interest, related party | 44,074 | 29,641 |
Note payable | 419,919 | 398,919 |
Advances from officer | 233,455 | 154,372 |
Total Liabilities | 1,373,831 | 1,069,951 |
Stockholders' deficit: | ||
Common stock, $0.0001 par value, 2,650,000,000 and 1,650,000,000 shares authorized, 1,683,317,059 and 1,633,317,059 shares issued and outstanding, respectively | 168,332 | 163,332 |
Additional paid-in capital | 2,604,845 | 2,609,845 |
Accumulated deficit | (4,147,161) | (3,833,281) |
Total Stockholders' Deficit | (1,373,831) | (1,059,951) |
Total liabilities and stockholders' deficit | 0 | 10,000 |
Series B Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock, value | 0 | 0 |
Series A Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock, value | 99 | 99 |
Series C Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Preferred stock, value | $ 54 | $ 54 |
UNAUDITED CONSOLIDATED BALANC_2
UNAUDITED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Common Stock, Par Or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 2,650,000,000 | 1,650,000,000 |
Common Stock, Shares, Issued | 1,683,317,059 | 1,633,317,059 |
Common Stock, Shares, Outstanding | 1,633,317,059 | 1,633,317,059 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Par Or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 600,000 | 600,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par Or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 989,400 | 990,400 |
Preferred Stock, Shares Outstanding | 989,400 | 990,400 |
Series C Preferred Stock [Member] | ||
Preferred Stock, Par Or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 540,000 | 540,000 |
Preferred Stock, Shares Issued | 540,000 | 540,000 |
Preferred Stock, Shares Outstanding | 540,000 | 540,000 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses: | ||||
Salaries and wages | 45,000 | 45,000 | 135,000 | 135,000 |
Selling, general and administrative | 5,820 | 6,642 | 19,532 | 20,730 |
Professional and legal fees | 49,241 | 29,354 | 114,727 | 102,533 |
Total operating expenses | 100,061 | 80,996 | 269,259 | 258,263 |
Loss from operations | (100,061) | (80,996) | (269,259) | (258,263) |
Other expense: | ||||
Interest expense | (15,851) | (13,067) | (44,621) | (33,330) |
Total other expense | (15,851) | (13,067) | (44,621) | (33,330) |
Net loss | $ (115,912) | $ (94,063) | $ (313,880) | $ (291,593) |
Net loss per common share - basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of shares outstanding - basic and diluted | 1,667,284,450 | 1,533,317,059 | 1,644,763,945 | 1,500,533,176 |
UNAUDITED CONSOLIDATED STATEM_2
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT - USD ($) | Total | Common Stock | Preferred Stock Class A | Preferred Stock Class C | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2020 | 1,483,317,059 | 993,400 | 540,000 | |||
Balance, amount at Dec. 31, 2020 | $ (686,093) | $ 148,332 | $ 100 | $ 54 | $ 2,624,844 | $ (3,459,423) |
Preferred stock Series A conversion to common, shares | 50,000,000 | (1,000) | ||||
Preferred stock Series A conversion to common, amount | 0 | $ 5,000 | $ (1) | 0 | (4,999) | 0 |
Net loss for nine months ended September 30, 2021 | (291,593) | $ 0 | $ 0 | $ 0 | 0 | (291,593) |
Balance, shares at Sep. 30, 2021 | 1,533,317,059 | 992,400 | 540,000 | |||
Balance, amount at Sep. 30, 2021 | (977,686) | $ 153,332 | $ 99 | $ 54 | 2,619,845 | (3,751,016) |
Balance, shares at Jun. 30, 2021 | 1,533,317,059 | 992,400 | 540,000 | |||
Balance, amount at Jun. 30, 2021 | (883,623) | $ 153,332 | $ 99 | $ 54 | 2,619,845 | (3,656,953) |
Net loss for nine months ended September 30, 2021 | (94,063) | $ 0 | $ 0 | $ 0 | 0 | (94,063) |
Balance, shares at Sep. 30, 2021 | 1,533,317,059 | 992,400 | 540,000 | |||
Balance, amount at Sep. 30, 2021 | (977,686) | $ 153,332 | $ 99 | $ 54 | 2,619,845 | (3,751,016) |
Balance, shares at Dec. 31, 2021 | 1,633,317,059 | 990,400 | 540,000 | |||
Balance, amount at Dec. 31, 2021 | (1,059,951) | $ 163,332 | $ 99 | $ 54 | 2,609,845 | (3,833,281) |
Preferred stock Series A conversion to common, shares | 50,000,000 | (1,000) | ||||
Preferred stock Series A conversion to common, amount | 0 | $ 5,000 | $ 0 | 0 | (5,000) | 0 |
Net loss for nine months ended September 30, 2021 | (313,880) | $ 0 | $ 0 | $ 0 | 0 | (313,880) |
Balance, shares at Sep. 30, 2022 | 1,683,317,059 | 989,400 | 540,000 | |||
Balance, amount at Sep. 30, 2022 | (1,373,831) | $ 168,332 | $ 99 | $ 54 | 2,604,845 | (4,147,161) |
Balance, shares at Jun. 30, 2022 | 1,633,317,059 | 990,400 | 540,000 | |||
Balance, amount at Jun. 30, 2022 | (1,257,919) | $ 163,332 | $ 99 | $ 54 | 2,609,845 | (4,031,249) |
Preferred stock Series A conversion to common, shares | 50,000,000 | (1,000) | ||||
Preferred stock Series A conversion to common, amount | 0 | $ 5,000 | $ 0 | 0 | (5,000) | 0 |
Net loss for nine months ended September 30, 2021 | (115,912) | $ 0 | $ 0 | $ 0 | 0 | (115,912) |
Balance, shares at Sep. 30, 2022 | 1,683,317,059 | 989,400 | 540,000 | |||
Balance, amount at Sep. 30, 2022 | $ (1,373,831) | $ 168,332 | $ 99 | $ 54 | $ 2,604,845 | $ (4,147,161) |
UNAUDITED CONSOLIDATED STATEM_3
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (313,800) | $ (291,593) |
Change in operating assets and liabilities: | ||
Prepaid expenses | 10,000 | (7,000) |
Accounts payable and accrued expenses | 203,797 | 111,846 |
Net cash used in operating activities | (100,083) | (186,747) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of notes payable | 21,000 | 161,083 |
Advances from officer | 79,083 | 25,664 |
Net cash provided by financing activities | 100,083 | 186,747 |
NET CHANGE IN CASH | 0 | 0 |
Cash at beginning of year | 0 | 0 |
CASH AT END OF YEAR | 0 | 0 |
SUPPLEMENTAL DISCLOSURE FOR OPERATING ACTIVITIES: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||
Conversion of common stock for series A preferred stock | $ 5,000 | $ 0 |
INCORPORATION AND OPERATIONS
INCORPORATION AND OPERATIONS | 9 Months Ended |
Sep. 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 nominal operations during the nine months ended September 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 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. 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. New Business Plan of Athleisure Wear and Management of Cannabis Companies Upon the closing of the transaction described below, we conducted operations in the Athleisure apparel business, as follows: Consolidated Apparel, Inc. On December 13, 2021, as noted in Note 9, 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. As noted in Note 10 (Subsequent Events), we closed the Consolidated transaction on October 3, 2022 pursuant to an October 3, 2022 Addendum Agreement between the parties. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | |
Summary Of Significant Accounting Policies And Basis Of Presentation | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION The accompanying unaudited interim consolidated financial statements of Integrated Cannabis Solutions, Inc. and Subsidiary (formerly Integrated Cannabis Solutions, Inc. and Subsidiary) have been prepared in accordance with accounting principles generally accepted in the United States of America and should be read in conjunction with the audited financial statements and notes thereto. In the opinion of management, such statements reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the condensed financial statements of the Company as of September 30, 2022 and for the nine months ended September 30, 2022 and 2021. The results of operations for the nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year the full year ending December 31, 2022 or any other period. These unaudited condensed financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures of the Company as of December 31, 2021 and for the year then ended included elsewhere in this filing. The accompanying unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. Accounting method and use of estimates The Company’s financial statements are prepared using the accrual method in accordance with Generally Accepted Accounting Principles in the United State of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Changes in estimates and assumptions are reflected in reported results in the period in which they become known. Significant estimates made by management include, but are not limited to, valuation of stock options, stock-based compensation, convertible debt and the valuation allowance associated with deferred tax assets. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Reclassifications of Prior Period Balances Certain amounts in prior periods have been reclassified to conform to the current year presentation with no effect on previously reported net loss or stockholder’s equity (deficit). Amounts totaling $29,641 for accrued interest reported in accounts payable and accrued expenses in the Balance Sheet as of December 31, 2021 were broken out into its own line item. Loss per Share In accordance with the provisions of ASC 260, “Earnings Per Share”, September 30, December 31, 2022 2021 Potentially dilutive securities: Series A Preferred Stock 49,470,000,000 49,520,000,000 Series B Preferred Stock - - Series C Preferred Stock 540,000,000 172,303,765 Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2022 | |
GOING CONCERN | |
Going Concern | NOTE 3 – GOING CONCERN At September 30, 2022, the Company had a working capital deficit of $1,373,831 and we had not yet commenced its plan of operations. The Company’s current liquidity resources are not sufficient to fund its anticipated level of operations for at least the next 12 months from the date these financial statements were issued. As a result, there is substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s ability to continue operations depends on its ability to generate and grow revenue and results of operations as well as its ability to access capital markets when necessary to accomplish its strategic objectives. The Company expects that it will continue to incur losses for the immediate future and will need additional equity or debt financing until the Company can achieve profitability and positive cash flows from operating activities. The Company’s future capital requirements for its operations will depend on many factors, including the ability to generate revenues and its ability to obtain capital. There is no assurance that the Company will be successful in any capital-raising efforts that it may undertake to fund operations and implement its business plan in the future. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2022 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
Accounts Payable And Accrued Expenses | NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES As of September 30, 2022 and December 31, 2021, accounts payable and accrued expenses consisted of the following: September 30, 2022 December 31, 2021 Accounts payable $ 42,921 $ 18,745 Accrued payroll 545,000 410,000 Accrued interest payable 88,462 58,274 Total $ 676,383 $ 487,019 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
RELATED PARTY TRANSACTIONS | |
Related Party Transactions | NOTE 5 – RELATED PARTY TRANSACTIONS The Chief Executive Officer/Chairman of the Board (“CEO”) advanced $79,083 to the Company by paying expenses on its behalf during the nine months ended September 30, 2022 for working capital purposes. The Company accrues $500 per month for rent and use of the CEO’s office space. The loans bear interest at 10% per annum and are payable on demand. The balance of the loans was $233,455 and $154,372 and accrued interest was $44,074 and 29,641 as of September 30, 2022 and December 31, 2021, respectively. Interest expense was $14,432 and $8,843 for the nine months ended September 30, 2022 and 2021, respectively |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
NOTES PAYABLE | |
Notes Payable | NOTE 6 – NOTES PAYABLE A third-party lender advanced the Company $3,500 from a third-party lender by paying expenses on behalf of the Company during the nine months ended September 30, 2022. In prior periods, the Company was advanced a total of $391,419 for working capital purposes under a demand note. The advances accrue interest at 10% per annum and are due on demand. The balance on the note was $394,919 and $391,419 and accrued interest was $86,960 and $57,641 as of September 30, 2022 and December 31, 2021, respectively. Interest expense was $29,419 and $24,043 for the nine months ended September 30, 2022 and 2021, respectively. The Company was advanced $17,500 from a third-party lender by paying expenses on behalf of the Company during the nine months ended September 30, 2022. In prior periods, the Company was advanced a total of $7,500 for working capital purposes under a demand note. The advance accrues interest at 10% per annum and is due on demand. The balance on the note was $25,000 and $7,500 and accrued interest was $1,403 and $633 as of September 30, 2022 and December 31, 2021, respectively. Interest expense was $770 and $444 for the nine months ended September 30, 2022 and 2021, respectively. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
STOCKHOLDERS EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 7 – STOCKHOLDERS’ EQUITY During July 2022, a holder of 500 shares of our Preferred Series A stock converted those shares into 25,000,000 shares of the Company’s common stock as per the terms of the agreement, with no gain or loss recorded. During August 2022, a holder of 500 shares of our Preferred Series A stock converted those shares into 25,000,000 shares of the Company’s common stock as per the terms of the agreement, with no gain or loss recorded. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
Commitments And Contingencies | NOTE 8 – COMMITMENTS AND CONTINGENCIES The Company from time to time is party to certain lawsuits, legal proceedings and various claims relating to matters in the normal course of its business. On January 1, 2018, the Company entered into an employment agreement with the CEO. Under the terms of the employment agreement, the Company is required to pay the CEO a salary at a rate of $180,000 for the 2018 calendar year, $300,000 for the 2019 calendar year, and $500,000 for the 2021 calendar year. The Company has accrued $545,000 and $410,000 as of September 30, 2022, and December 31, 2021, respectively, and recognized $135,000 and $135,000 in wage expenses for the nine months ended September 30, 2022, and 2021, respectively. This agreement terminated on December 31, 2021 and all accrued wages for base salaries for 2017, 2018, and 2019 were written down and reduced to $50,000 in total, for year ending 2020 the base salary was set at $180,000. The Employment Agreement was extended until 6/30/22 at the same rate of $180,000. |
STATUS OF ACQUISITION AGREEMENT
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 |
SUBSEQUENT EVENTS
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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | |
Accounting Method And Use Of Estimates | The Company’s financial statements are prepared using the accrual method in accordance with Generally Accepted Accounting Principles in the United State of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Changes in estimates and assumptions are reflected in reported results in the period in which they become known. Significant estimates made by management include, but are not limited to, valuation of stock options, stock-based compensation, convertible debt and the valuation allowance associated with deferred tax assets. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Reclassifications Of Prior Period Balances | Certain amounts in prior periods have been reclassified to conform to the current year presentation with no effect on previously reported net loss or stockholder’s equity (deficit). Amounts totaling $29,641 for accrued interest reported in accounts payable and accrued expenses in the Balance Sheet as of December 31, 2021 were broken out into its own line item. |
Loss Per Share | In accordance with the provisions of ASC 260, “Earnings Per Share”, September 30, December 31, 2022 2021 Potentially dilutive securities: Series A Preferred Stock 49,470,000,000 49,520,000,000 Series B Preferred Stock - - Series C Preferred Stock 540,000,000 172,303,765 |
Recent Accounting Pronouncements | The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | |
Summary Of Anti-dilutive Shares Of Common Stock Outstanding | September 30, December 31, 2022 2021 Potentially dilutive securities: Series A Preferred Stock 49,470,000,000 49,520,000,000 Series B Preferred Stock - - Series C Preferred Stock 540,000,000 172,303,765 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
Summary Of Accounts Payable And Accrued Expenses | September 30, 2022 December 31, 2021 Accounts payable $ 42,921 $ 18,745 Accrued payroll 545,000 410,000 Accrued interest payable 88,462 58,274 Total $ 676,383 $ 487,019 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Series A Preferred Stock [Member] | ||
Potentially Dilutive Securities | 49,470,000,000 | 49,520,000,000 |
Series C Preferred Stock [Member] | ||
Potentially Dilutive Securities | 540,000,000 | 172,303,765 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | ||
Accrued Interest, Related Party | $ 44,074 | $ 29,641 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) | Jun. 30, 2022 USD ($) |
GOING CONCERN | |
Working Capital Deficit | $ (1,373,831) |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
NOTES PAYABLE | ||
Accounts Payable | $ 42,921 | $ 18,745 |
Accrued Payroll | 545,000 | 410,000 |
Accrued Interest Payable | 88,462 | 58,274 |
Total | $ 676,383 | $ 487,019 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Interest Expense | $ 14,432 | $ 8,843 | ||
Chief Executive Officer [Member] | ||||
Accrued interest | $ 44,074 | $ 29,641 | ||
Expense Paid By Related Party | 79,083 | |||
Monthly Rent For Office Space | $ 500 | |||
Loans Interest Rate | 10% | |||
Loans | $ 233,455 | $ 154,372 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Accrued Interest | $ 88,462 | $ 58,274 | |
Interest Expense | 14,432 | $ 8,843 | |
Lender [Member] | Transaction One [Member] | |||
Advance payable | 3,500 | ||
Proceeds From Notes Payable | $ 391,419 | ||
Notes Payable Interest Rate | 10% | ||
Accrued Interest | $ 86,960 | 57,641 | |
Notes Payable | 394,919 | 391,419 | |
Interest Expense | 29,419 | 24,043 | |
Lender [Member] | Transaction Two [Member] | |||
Advance payable | 17,500 | ||
Proceeds From Notes Payable | $ 7,500 | ||
Notes Payable Interest Rate | 10% | ||
Accrued Interest | $ 1,403 | 633 | |
Notes Payable | 25,000 | $ 7,500 | |
Interest Expense | $ 770 | $ 444 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - shares | Sep. 30, 2022 | Aug. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2021 |
Common Stock, Shares | 2,650,000,000 | 1,650,000,000 | ||
Series A Preferred Stock [Member] | ||||
Common Stock, Shares | 25,000,000 | 25,000,000 | ||
Convertable preferred Stock, Shares | 989,400 | 500 | 500 | 990,400 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2018 | |
Wages expense | $ 135,000 | $ 135,000 | |||||
Accrued payroll | $ 545,000 | 545,000 | $ 410,000 | ||||
Salaries And Wages | $ 45,000 | $ 45,000 | $ 135,000 | $ 135,000 | |||
Chief Executive Officer [Member] | |||||||
Salaries And Wages | $ 500,000 | $ 300,000 | $ 180,000 |
STATUS OF ACQUISITION AGREEME_2
STATUS OF ACQUISITION AGREEMENT, HEMP BUSINESS, NAME CHANGE, CLASSES OF PREFERRED SHARES (Details Narrative) - shares | Dec. 13, 2021 | Sep. 30, 2022 | Aug. 31, 2022 | Jul. 31, 2022 | Jul. 21, 2022 | Dec. 31, 2021 |
Preferred Stock,convertible | 20 | |||||
Chief Executive Officer A [Member] | ||||||
Preferred Stock, Shares | 987,440 | |||||
Preferred shares votes | 49,372,000,000 | |||||
Chief Executive Officer C [Member] | ||||||
Preferred Stock, Shares | 540,000 | |||||
Acquisition Agreement | Integrated Holdings Solutions, Inc. | ||||||
Significant Events Description | 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 $1.00 Preferred shares to Caiazzo. Further, the terms provide that: (a) Caiazzo shall remain as Consolidated’s President and manage Consolidated’s operations; (b) Integrated Cannabis’ director will appoint Caiazzo as a member of the Company’s Board of Directors; (c) IHS and Caiazzo will complete an Employment Agreement providing for Caiazzo’s responsibilities as Consolidated’s President; (d) subject to negotiation between the Parties, Consolidated will grant Cashless stock options to Caiazzo. | |||||
Series B Preferred Stock [Member] | ||||||
Preferred Stock, Shares | 0 | 0 | ||||
Preferred Stock,convertible | 20 | |||||
Preferred Stock, Shares | 1,500,000 | |||||
Preferred Stock, Shares Issued | 598,800 | |||||
Series A Preferred Stock [Member] | ||||||
Preferred Stock, Shares | 989,400 | 500 | 500 | 990,400 | ||
Series A Preferred Stock [Member] | Chief Executive Officer [Member] | ||||||
Preferred Stock, Shares | 10,000,000 | |||||
Preferred shares votes | 50,000 | |||||
Series C Preferred Stock [Member] | ||||||
Preferred Stock, Shares | 540,000 | 540,000 | ||||
Series C Preferred Stock [Member] | Chief Executive Officer [Member] | ||||||
Preferred Stock, Shares | 540,000 | |||||
Preferred Stock,convertible | 1,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||||
Oct. 03, 2022 | Oct. 24, 2022 | Jan. 26, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 13, 2021 | |
Preferred Share | $ 10 | ||||||
Preferred Stock per value | $ 1 | ||||||
Interest rate | 100% | ||||||
Saller | 1,200,000 | ||||||
Consideration shares of Convertible | 20 | ||||||
Consideration shares of Convertible | 328,000 | ||||||
Common Stock Shares issued | 1,683,317,059 | 1,633,317,059 | |||||
Promissory note | $ 21,000 | $ 161,083 | |||||
Common Stock per value | $ 0.0001 | $ 0.0001 | |||||
Twenty Four October Two Thousand Twenty Two [Member] | |||||||
Promissory note | $ 240,000 | ||||||
Payment to party | $ 10,000 | ||||||
Three October Two Thousand Twenty Two [Member] | |||||||
Common Stock Shares issued | 175,000,000 | ||||||
Common Stock per value | $ 0.002 | ||||||
Outstanding debt | $ 950,000 | ||||||
Payment to party | $ 1,200,000 | ||||||
Assumption of Debt | $ 37,477,840 | ||||||
Three October Two Thousand Twenty Two [Member] | Integrated Holdings Solutions Inc [Member] | |||||||
Common Stock Shares issued | 250,000 | ||||||
Promissory note | $ 250,000 | ||||||
Acquisition Agreement [Member] | |||||||
Business aquition description | 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. |