ITEM 1.01 Entry into a Material Definitive Agreement
November 30, 2022 Acquisition Agreement with Houdini Group, Inc., The Tahoe
Group, LLC, and Thomas Roland
On November 30, 2022, we completed an acquisition agreement between and among
us, as Integrated Cannabis Solutions, Inc., a Nevada Corporation and Securities
and Exchange Commission reporting company, Houdini Group, Inc. ("Houdini" or
"Buyer"), a Nevada corporation and our wholly owned subsidiary, The Tahoe Group,
LLC., a California Corporation ("Tahoe"), and Thomas Roland, Tahoe's President
("Roland") who owns 100% of Tahoe. Tahoe and Roland are collectively referred
to in the agreement as the "Seller". The agreement provides for our 100%
acquisition of Tahoe pursuant to the following provisions: (a) the Closing Date
for the 100% Acquisition shall be 3 days after the audited financials have been
presented and accepted by the Buyer; (b) Houdini shall issue 250,000 shares of
its Common stock to Roland; (c) Tahoe shall deliver to the Buyer unaudited
financials representing 2021 and 2022 no later than 45 days after November 30,
2022, the signature date of the agreement; (d) we, as Integrated Cannabis,
agree to invest $500,000 in Houdini after the Closing from the proceeds of a
Regulation A Offering that we are filing; (e) if the $500,000 investment is not
completed within 60 days after an audit is delivered, then Roland can either
choose to extend the time for the investment, or request 100,000 additional
shares of Houdini be issued to him, or rescind the transaction; (f) Roland shall
remain as the Tahoe's President and continue to manage its operations; (g)
after the Closing, we will appoint Roland as a member of our Board of Directors
or anyone he chooses to be his proxy to fill that seat; (h) prior to the
Closing, the Buyer and Roland shall complete an Employment Agreement providing
for Roland's responsibilities as Tahoe's President; and (i) we will grant
Cashless Stock Options to Roland, the terms and number of Stock Options of which
shall be subject to negotiation between the Parties.
Tahoe will operate as a distributor of cannabis and a cannabis delivery service
Acquisition Agreement with Houdini Group, Inc., Global Consortium Group, LLC,
and Thomas Roland
On November 30, 2022, we completed an acquisition agreement between and among
us, as Integrated Cannabis Solutions, Inc., a Nevada Corporation and Securities
and Exchange Commission reporting company, Houdini Group, Inc. ("Houdini" or
"Buyer"), a Nevada corporation and our wholly owned subsidiary, Global
Consortium Group, LLC. ("Global"), a California Corporation ("Global"), and
Thomas Roland, Global's President ("Roland"). Global and Roland are
collectively referred to herein as the "Seller". The agreement provides for the
100% acquisition of Global pursuant to the following provisions: (a) the closing
date for the 100% Acquisition of Global will be 3 days after the audited
financials have been presented and accepted by the Buyer; (b) Houdini shall
issue 250,000 shares of its Common stock to Roland; (c) we, as Integrated
Cannabis, agree to invest $1,000,000 in Houdini after the Closing from the
proceeds of a Regulation A Offering that we will file; (d) if the investment
is not completed within 60 days after an audit is delivered, then Roland can
either choose to extend the time for the investment or request 150,000
additional shares of Houdini be issued to him, or rescind the transaction; (e)
upon the Closing, the operations of Global shall become the operations of the
Buyer; (f) Roland shall remain as the President of Global and continue to manage
its operations; (g) after the Closing, we will appoint Roland as a member of our
Board of Directors or anyone he chooses to be his proxy to fill that seat; (h)
prior to completion of the Closing, the Buyer and Roland shall complete an
Employment Agreement providing for Roland's responsibilities as Global's
President; (i) we will grant Cashless Stock Options to Roland, the terms and
number of Stock Options of which shall be subject to negotiation between the
Parties.
Global, which operates Houdini as a DBA, is a California cannabis extraction
company that develops and manufactures quality THC oils and concentrates.
ITEM 8.01. OTHER EVENTS.
Press Release dated December 1, 2022
On December 1, 2022, we will be issuing a press release titled "Integrated
Cannabis Solutions Executes Acquisition Agreements to acquire 2 Operating
Entities in the Cannabis space" which press release is attached hereto as
Exhibit 99.1.
The information in this Current Report on Form 8-K with respect to Item 8.01
(including Exhibit 99.1) is being furnished pursuant to Item 8.01 of Form 8-K
and shall not be deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise
subject to the liabilities of that section, nor shall it be deemed to be
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act. This current report on Form 8-K (including Exhibit
99.1) will not be deemed an admission as to the materiality of any information
contained herein.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit
Number Description
10.1 November 30, 2022 Agreement with The Tahoe Group, LLC*
10.2 November 30, 2022 Agreement with Global Consortium Group, LLC*
99.1 December 1, 2022 Press Release*
104 Cover Page Interactive Data File (embedded within the Inline XBRL
Document).
__________
* Filed herewith
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