8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 28, 2023

INTEGRATED CANNABIS SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-56291	90-1505708
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1300 N. Florida Mango Rd, Suite 30

West Palm Beach, FL 33409

(Address of principal executive offices) (Zip Code)

(561) 235-2295

Registrant’s telephone number, including area code:

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Integrated Cannabis Solutions, Inc. is referred to herein as “we”, “our”, or “us”.

ITEM 8.01. OTHER EVENTS.

Press Release dated March 28, 2023

On March 28, 2023, we will be issuing a press release titled “Integrated Cannabis Solutions, Inc. Closing Cannabis Acquisition”, 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.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit Number	Description
99.1*	March 28, 2023 Press Release
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document).

__________ 

* Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INTEGRATED CANNABIS SOLUTIONS, INC.
Date: March 28, 2023	By:	/s/ Gene Caiazzo
		Gene Caiazzo
		Chief Executive Officer

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EX-99.1

EXHIBIT 99.1

 

Integrated Cannabis Solutions, Inc. Closing Cannabis Acquisition

The price of distillate in California has risen this year from $550 a liter to $1,250.

Houdini has received requests for over 1,000 liters.

March 28, 2023 – West Palm Beach, FL Integrated Cannabis Solutions, Inc. (“Integrated Cannabis” or the “Company”) (OTCPINK: IGPK) is pleased to share the following update.

On April 3, 2023, our wholly-owned subsidiary, Houdini, Inc., will close its pending transaction with Houdini Labs, which will complete the first of  two pending transactions. The price of cannabis distillate in California has risen this year from $550 a liter to over $1,200, with prices hitting $1,500 a liter. Houdini has received requests for over 1,000 liters to date.   

The second transaction for Phoenix Delivery and Genesis Distribution is planned to close in June or July. 

Because the audits will not begin until after K season,  management decided to close on one transaction for the second quarter to get the revenue on the books. CEO Gene Caiazzo stated: “We look forward to the closing and adding that  revenue to our books.”

The second transaction is slated for the end of June or early July to ensure enough time to complete the audits and file the 1^st and 2^nd quarterly reports on a timely basis while integrating the acquisitions. 

Based on the above-cited distillate increase, the California cannabis market is potentially starting to thrive again after seeing a race to the bottom over the last two years. Distillate prices began falling as manufacturers tried to generate as much money as possible by lowering prices, causing a market crash.  This year has seen more stability as there is less competition causing prices to rise.

The potential further rise in the cost of distillate could be seen in the monthly revenue generated by Houdini Labs. 

About - Integrated Cannabis Solutions, Inc.

Integrated Cannabis Solutions, through its wholly-owned subsidiary Consolidated Apparel located in West Palm Beach, Florida, is the home base and manufacturing facility for Native Outfitters (www.nativeoutfitters.com) and MTOWear (www.mtowear.com).  The facility adorns its proprietary Native Outfitters Anti Snag, SPF 50 shirts, and Quarter-Zip tops, which are weaved out of an exclusive jacquard performance polyester fabric, and then delivers each to the customer’s specifications. MTOWear builds on the success of Native by offering a private label solution to our existing and other customers, utilizing standardized fabric and custom solutions. 

Integrated Cannabis is in the process of making three acquisitions in the Cannabis sector.  The Company is currently focusing on enhancing shareholder value through acquisitions and organic growth in both the Apparel and Cannabis sectors.

Forward-Looking Statements

This news release contains “forward-looking statements,” as that term is defined in Section 27(a) of the United States Securities Act of 1933, as amended, and Section 21(e) of the Securities Exchange Act of 1934, as amended. Statements in this press release that are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations, or intentions regarding the future. Such forward-looking statements include, among other things, the relative growth of the Company’s future business, target markets, demand for products and services, and business strategy. Due to numerous factors, actual results could differ from those projected in any forward-looking statements. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that any beliefs, plans, expectations, and intentions contained in this press release are reasonable, there can be no assurance that any such beliefs, plans, expectations, or intentions will prove accurate. No information in this press release should be construed in any manner whatsoever as an indication of our future revenues, financial condition, or stock price.

Investor Relations:

Gene Caiazzo

Email: Shareholder@igpk.org

Website: https://igpk.org

Twitter @IGPKOTC

Phone: 561-235-2295

Text: 561-235-2295

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Cover	Mar. 28, 2023
Cover [Abstract]
Entity Registrant Name	INTEGRATED CANNABIS SOLUTIONS, INC.
Entity Central Index Key	0001002771
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Mar. 28, 2023
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	90-1505708
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity File Number	000-56291
Entity Address Address Line 2	Suite 30
Entity Address City Or Town	West Palm Beach
Entity Address Address Line 1	1300 N. Florida Mango Rd
Entity Address Postal Zip Code	33409
City Area Code	561
Local Phone Number	235-2295
Entity Address State Or Province	FL