IGPK Intergrated Cannabis Solutions Inc (PK)

WASHINGTON, D.C. 20549

SCHEDULE 14C

(RULE 14C-101)

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

Check the appropriate box:

☒ Preliminary Information Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule

14a-5(d) (1))

☐ Definitive Information Statement

Payment of Filing Fee (Check appropriate box):

 INTEGRATED CANNABIS SOLUTIONS, INC.

6810 N State Road 7, Suite 251

 Coconut Creek, Florida 33073

_____________, 2022

Dear Stockholder: 

This Information Statement is furnished to holders of shares of common stock, par value $0.0001 per share (the “Common Stock”), of Integrated Cannabis Solutions, Inc. (the “Company”). On June 14, 2022, the Board of Directors (the “Board”) approved and recommended the approval by our stockholders by majority consent vote, of the following corporate actions (“Corporate Actions”):

1. To approve the amendment to the Articles of Incorporation of the Company wherein the name of the Company shall be changed to “Integrated Holding Solutions, Inc.” (the “Name Change”); and

2. To approve the increase in authorized share capital of common stock of the Company from 1,650,000,000 to 2,650,000,000 shares of common stock (“Common Stock”) (the “Common Stock Authorized Share Increase”)

Certain of our stockholders, holding a majority of our voting power on June 14, 2022 (the “Record Date”), approved the Corporate Actions by written consent in lieu of a special meeting of stockholders. 

As a matter of regulatory compliance, we are sending to you this Information Statement which describes the purpose and provisions of the contemplated Corporate Actions. 

INTEGRATED CANNABIS SOLUTIONS, INC.

6810 N State Road 7, Suite 251

 Coconut Creek, Florida 33073

_____________, 2022

INFORMATION STATEMENT PURSUANT TO SECTION 14(C)

OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14C-2 THEREUNDER

NO VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS

REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY 

GENERAL

We are sending you this Information Statement to inform you of the June 14, 2022 consent, by a vote of stockholders holding a majority of the Company’s voting power in approval of the adoption of the Corporate Actions. The purpose of this Information Statement is to provide notice that the Company’s majority stockholders, representing 96.5% of the voting power of the Company as of the Record Date, executed a written consent authorizing and approving the following corporate actions (the “Corporate Actions”):

1.To approve the amendment to the Articles of Incorporation of the Company wherein the name of the Company shall be changed to “Integrated Holding Solutions, Inc.” (the “Name Change”); and

2.To approve the increase in authorized share capital of common stock of the Company from 1,650,000,000 to 2,650,000,000 shares of common stock (“Common Stock”) (the “Common Stock Authorized Share Increase”)

The foregoing Corporate Actions will be taken no sooner than 20 calendar days after the mailing of this Information Statement to our stockholders. The Board of Directors is not soliciting your proxy in connection with the adoption of these Corporate Actions and proxies are not being requested from stockholders. 

The Company is distributing this Information Statement to its stockholders in full satisfaction of any notice requirements it may have under the Nevada Revised Statutes. No additional action will be undertaken by the Company with respect to the receipt of written consents, and no dissenters’ rights with respect to the receipt of the written consents, and no dissenters’ rights under the Nevada Revised Statutes are afforded to the Company’s stockholders as a result of the adoption of this Corporate Actions.

Expenses in connection with the distribution of this Information Statement will be paid by the Company. 

This Information Statement is being mailed on or about __________________, 2022 to all Stockholders of record as of the Record Date.

VOTE REQUIRED, MANNER OF APPROVAL

Approval to amend the current Articles of Incorporation of the Company under the Nevada Revised Statutes (“NRS”) requires the affirmative vote of the holders of a majority of the voting power of the Company.

Section 78.320 of the NRS provides, in substance, that, unless the Company’s Articles of Incorporation provides otherwise, stockholders may take action without a meeting of stockholders and without prior notice if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding voting stock holding not less than the minimum number of votes that would be necessary to approve such action at a stockholders meeting. Under the applicable provisions of the NRS, this action is effective when written consents from holders of record of a majority of the outstanding voting power are executed and delivered to the Company. 

In accordance with the NRS, the affirmative vote on the Corporate Actions of at least a majority of the outstanding voting power has been obtained. As a result, no vote or proxy is required by the stockholders to approve the Corporate Actions.

Under Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), the Corporate Actions cannot take effect prior to the filing of a Certificate of Amendment with the Nevada Secretary of State approximately twenty (20) days after the Mailing Date, which is anticipated to be on or about _______, 2022.

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