Item 1.01. Entry into a Material Definitive Agreement

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On December 13, 2021, IHS completed an Acquisition Agreement with Consolidated and Caiazzo, which rescinded the September 1, 2021 Agreement and provided for IHS' acquisition of 100% of Consolidated in return for consideration of 328,000 shares of our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 $374,778.40 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.

The description of the Addendum is qualified in its entirety with reference to the entire October 3, 2022 Addendum attached hereto as Exhibit 10.4.

The Information contained above regarding the above acquisition agreements and the Form's 8-Ks are hereby incorporated by reference and qualified in their entirety by the agreements themselves, which are hyperlinked to this Form 8-K.






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Forward-Looking Statements

This Current Report on Form 8-K, or some of the information incorporated herein by reference, contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy, and the plans and objectives of management for future operations. These statements constitute projections, forecasts, and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Current Report on Form 8-K, words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When we discuss our s strategies or plans, we are making projections, forecasts, or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by, and information currently available to our management.

The forward-looking statements contained in this Current Report on Form 8-K/A and in any document incorporated by reference are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we anticipate. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in our Risk Factor Section beginning on page_. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.






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                            DESCRIPTION OF BUSINESS

Corporate History of Consolidated Apparel, Inc.

On January 24, 2017, Consolidated was formed as a Florida Limited Liability Company under the name, BDC Florida, LLC. On March 1, 2017, BDC Florida, LLC acquired 100% of the assets of Native Outfitters, Inc., and registered the DBA, "Native Outfitters" with Florida. Native Outfitters, a DBA, operates as . . .

Item 2.01. Completion of Disposition of Assets

The information contained in Item 1.01 and the financial statements of Consolidated included herein beginning at page F-1, are hereby incorporated by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 3, 2022, upon the closing of the Registrant's 100% acquisition of Consolidated, the Registrant appointed Gene Caiazzo as the Registrant's Director. Gene Caiazzo's biography is on page 32.

Reorganization of Corporate Structure

As a result of the transactions described in Items 1.01, 2.01, and 5.02,

Consolidated became our wholly owned subsidiary.





                                  RISK FACTORS



                Risks Related to Consolidated's Apparel Business

Downturns in the US economy may negatively impact consumer purchases of discretionary items are affected, which could materially harm Consolidated's revenues and results of operations.

Consolidated's clothing are largely considered discretionary items for consumers. Factors affecting the level of consumer spending for such discretionary items include general economic conditions, unemployment, the availability of consumer credit, and consumer confidence in future economic conditions. Uncertainty in global economic conditions continues, and trends in consumer discretionary spending remain unpredictable. Should disposable income levels decline Consolidated's results of operations could be negatively impacted.

Consolidated generates little sales via Consolidated's websites or online presence.

Online sales have experienced exponential growth, yet less than 1% of Consolidated's sales are generated from online sales. Instead, Consolidated relies upon sales from domestic travel locations. Although retail brick and mortar represent declining sales in the US. The travel industry is seeing record growth. Because Consolidated has only a nominal online presence for Consolidated's products, Consolidated's results of operations may be negatively impacted, if there is a decline in domestic travel.






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Consolidated may not successfully execute its long-term strategies, which may negatively impact its results of operations.

Consolidated's growth in these areas depends on Consolidated's ability to continue to successfully expand Consolidated's network of brick and mortar stores in the US and expand into the Caribbean and South America. In addition, Consolidated's long-term strategy depends on Consolidated's ability to successfully drive the expansion of Consolidated's gross margins, manage Consolidated's cost structure and drive return on Consolidated's investments. If Consolidated cannot effectively execute Consolidated's long-term growth strategies while managing costs effectively, Consolidated's business could be negatively impacted and may not achieve Consolidated's expected results of operations.

If Consolidated is unable to anticipate consumer preferences, successfully develop and introduce new, innovative and updated clothing products or engage Consolidated's costumer's, Consolidated's net revenues and profitability may be negatively impacted.

Consolidated's success depends on Consolidated's ability to identify and originate product trends as well as to anticipate and react to changing consumer demands in a timely manner. All of Consolidated's products are subject to changing consumer preferences that cannot be predicted with certainty. In addition, long lead times for certain of Consolidated's products may make it hard for us to quickly respond to changes in consumer demands. Consolidated's new products may not receive consumer acceptance. As consumer preferences shift to different types of performance or other clothing products, and Consolidated's future success depends in part on Consolidated's ability to anticipate and respond to these changes. Consolidated's failure to anticipate and respond timely to changing consumer preferences or to effectively introduce new products and enter into new product categories that are accepted by consumers could result in a decrease in net revenues and excess inventory levels, which could have a material adverse effect on Consolidated's financial condition.

Consumer shopping preferences and shifts in distribution channels continue to evolve and could negatively impact Consolidated's results of operations or Consolidated's future growth.

Consumer preferences regarding the shopping experience continue to rapidly evolve. Consolidated's products through a variety of channels, through customers and distribution partners. If Consolidated or Consolidated's customers do not provide consumers with an attractive in-store experience, Consolidated's brand image and results of operations could be negatively impacted. In addition, as part of Consolidated's strategy to grow Consolidated's e-commerce revenue, Consolidated is investing significantly in enhancing Consolidated's platform capabilities and implementing systems to drive higher engagement with Consolidated's consumers. If Consolidated does not successfully execute this strategy or continue to provide an engaging and user-friendly digital commerce platform that attracts consumers, Consolidated's brand image and results of operations could be negatively impacted as well as Consolidated's opportunities for future growth.

Consolidated operates in highly competitive markets and the size and resources of some of Consolidated's competitors may allow them to compete more effectively than Consolidated can, resulting in a loss of Consolidated's market share and a decrease in Consolidated's net revenues and gross profit.

The market for performance apparel is highly competitive and includes many new competitors as well as increased competition from established companies expanding their production and marketing of performance products. Consolidated's larger competitors are able to manufacture and sell products with performance characteristics and fabrications similar to certain of Consolidated's products. Many of Consolidated's competitors are large apparel and footwear companies with strong worldwide brand recognition. Due to the fragmented nature of the industry, Consolidated also competes with other manufacturers, including those specializing in products similar to Consolidated's private label offerings of certain retailers, including some of Consolidated's retail customers.

Many of Consolidated's competitors have significant competitive advantages, including greater financial, distribution, marketing and other resources, longer operating histories, better brand recognition among consumers, more experience in global markets and greater economies of scale. In addition, Consolidated's competitors have long-term relationships with our key retail customers that are potentially more important to those customers because of the significantly larger volume and product mix that Consolidated's competitors sell to them.

Consolidated's inability to compete successfully against Consolidated's competitors and maintain Consolidated's gross margin could have a material adverse effect on Consolidated's business, financial condition and results of operations.






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Consolidated's profitability may decline or Consolidated's growth may be negatively impacted as a result of increasing pressure on pricing.

Consolidated's industry is subject to significant pricing pressure caused by many factors, including intense competition, consolidation in the retail industry, pressure from retailers to reduce the costs of products and changes in consumer demand. These factors may cause us to reduce Consolidated's prices to retailers and consumers or engage in more promotional activity than Consolidated anticipates, which could negatively impact Consolidated's margins and cause . . .

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.





Forward­looking Statements

Statements made in this Form 8-K which are not purely historical are forward­looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words "may," "would," "could," "should," "expects," "projects," "anticipates," "believes," "estimates," "plans," "intends," "targets" or similar expressions.

Forward­looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward­looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements. Forward­looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward­looking statements to reflect events or circumstances occurring after the date of such statements.





Results of Operations

For the Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021





Revenues

We had $675,626 and $666,379 in revenues from the sales of our custom shirts sold under the brand name, Native Outfitters, during the six months ended June 30, 2022 and 2021, respectively, an increase of $9,247, or 1%. The increase in sales was mainly due to relaxation in travel restrictions from the COVID-19 pandemic and the availability of vaccinations leading to increased travelers. Our sales are tied to travel destinations, the more people that can travel, leads to increased demand for our products.





Operating Expenses

Operating expenses were $569,549 and $597,772 for the six months ended June 30, 2022 and 2021, respectively. The $28,223, or 5% decrease, is mainly the result of decreases of $28,755 and $23,462 in general and administrative and other operating expenses, both 40% decreases from the prior period, as well as a $1,457, or 4% decrease in facilities expenses. Decreases were partially offset by $8,952 and $16,499 increases in cost of sales and compensation expenses compared to the prior period, respectively, both immaterial increases.





Income from Operations

We recognized income from operations of $106,077 for the six months ended June 30, 2022 compared to $68,607 during the six months ended June 30, 2021. The $37,470, or 55% increase is mainly due to the due to the decreases in operating and administrative expenses of $28,223 as well as the $9,247 increase in revenues, as discussed above.





Other Income and Expenses

We recognized total other expenses of $27,741 for the six months ended June 30, 2022 compared to other income of $54,151 for the six months ended June 30, 2021. The $81,892 increase is mainly due to a $94,398 decrease in debt relief under the Coronavirus Aid, Relief and Economic Securities Act during the six months ended June 30, 2021 compared to the prior period, offset by a $11,883 decrease in interest expenses and a $623 increase other income during the six months ended June 30, 2022 compared to the six months ended June 30, 2021.






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Net Income

Net income totaled $78,336 for the six months ended June 30, 2022 compared to $122,758 for the six months ended June 30, 2021, a decrease of $44,422, or 36%. The decrease is mainly due to the $81,892 decrease in other income, partially offset by the $37,470 increase in income from operations, as discussed above.





Liquidity

Current assets at June 30, 2022 totaled $374,895 and were composed of $37,871 in cash, $114,723 in accounts receivable and $222,301 in inventory, as compared to current assets of $250,247 consisting of $58,668 in cash, $43,452 in accounts receivable and $148,127 in inventory at December 31, 2021. Increases and decreases in all categories are due to timing of receipts on receivables and inventory demands.

Other non-current assets totaled $26,003 and $44,926 as of June 30, 2022 and December 31, 2021, respectively. The $18,923 decrease was mainly due to the $21,804 decrease in lease assets, partially offset by net increase of $2,881 in computers and equipment.

Current liabilities were composed of accounts payable, accounts payable, related party, accrued expenses and interest, lease liabilities and the current portions of notes payable and related party notes payable totaling $662,270 and $594,960 as of June 30, 2022 and December 31, 2021, respectively.

Long-term liabilities consisted of notes payable of $420,711 and $460,632 as of June 30, 2022 and December 31, 2021, respectively.

During the six months ended June 30, 2022, our operating activities provided net cash of $36,314 compared to net cash used of $72,121 during the six months ended June 30, 2021. The decrease of $35,807 in cash provided in operations is due to the $44,422 decrease in net income and net changes in assets of $132,243, partially offset by decrease in non-cash operating net gains and expenses of $98,833 and the net changes in operating liabilities of $65,197.

Investing activities used $2,980 and $0 during the six months ended June 30, 2022 and 2021, respectively. The increase is from the purchase of computer equipment during the six months ended June 30, 2022, there were no such purchases in the prior period.

Financing activities used $54,131 in cash during the six months ended June 30, 2022, compared to $67,152 during the six months ended June 30, 2021. During the six months ended June 30, 2022 and 2021, we borrowed $87 and $10,050 and repaid $13,927 and $16,879, to our President/ CEO, respectively. We received $0 and $45,165 in proceeds from US government stimulus loans, all of which was forgiven. We had a net decrease in the balance of our line of credit of $3,005 during the six months ended June 30, 2022, compared to none during the six months ended June 30, 2021. During the six months ended June 30, 2022 and 2021, we repaid $37,286 and $82,217 on notes payable principal, respectively.

The Company had a working capital deficit of $261,372 at June 30, 2022, as compared to $295,173 at December 31, 2021.






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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.





Forward­looking Statements

Statements made in this Form 8-K which are not purely historical are forward­looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words "may," "would," "could," "should," "expects," "projects," "anticipates," "believes," "estimates," "plans," "intends," "targets" or similar expressions.

Forward­looking statements involve inherent risks and uncertainties, and . . .

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