Integrated Compliance Solutions, LLC entered into a binding letter agreement to acquire Goldbelt Empires Limited (TSXV:GBE) in a reverse merger transaction on April 2, 2018. Under the terms of the deal, shareholders of Integrated Compliance Solutions, LLC will receive one post-consolidation ordinary shares of Goldbelt Empires Limited for each issued and outstanding unit of Integrated Compliance Solutions, LLC. It is expected that prior to the completion of the deal, ordinary shares of Goldbelt Empires Limited will be de-listed from the TSX Venture Exchange and consolidated on the basis of not greater than 5-1 and will re-list on the Canadian Securities Exchange. As at the announcement of the transaction, Goldbelt had 36.25 million ordinary shares while Integrated Compliance Solutions had 44.46 million units. Integrated Compliance Solutions, LLC and Goldbelt Empires Limited have agreed that the final structure of the business combination is subject to receipt by both Goldbelt Empires Limited and Integrated Compliance Solutions, LLC of tax, corporate and securities law advice. The deal is also subject to Goldbelt and Integrated Compliance Solutions entering into a definitive agreement, approval of shareholders of Goldbelt Empires Limited and Integrated Compliance Solutions, LLC, consummation of private placement by Goldbelt Empires Limited for minimum gross proceeds of $4 million (HKD 39.3997 million), regulatory approval including approval from the Canadian Stock Exchange, satisfactory completion of due diligence by Goldbelt and Integrated Compliance Solutions, no material adverse change being occurred in the business, provision of true warranties, no legal proceedings or proceedings against either party and no prohibition of law for completion of the transaction and other approvals. The letter agreement was approved by the Board of Directors of Integrated Compliance Solutions, LLC and Goldbelt Empires Limited. Goldbelt Empires Limited shareholders meeting will be held on May 31, 2018. The parties agreed to fulfill all the conditions on or before June 1, 2018 and expect the deal to complete on or about June 15, 2018 or such other date as mutually agreed by Integrated Compliance Solutions, LLC and Goldbelt Empires Limited. Robb McNaughton of Borden Ladner Gervais LLP acted as legal advisor to Integrated Compliance Solutions. Integrated Compliance Solutions, LLC cancelled the acquisition of Goldbelt Empires Limited (TSXV:GBE) in a reverse merger transaction on October 29, 2018.