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~~Date of earliest event reported): ~~August~~November 271, ~~2020~~2023

~~POSTADS~~GLACIER WORLDWIDE, INC. (Exact name of registrant as specified in its charter)

(Exact Name of Registrant as Specified in its Charter)

Nevada

333-208931

35-2539888

(State or other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Nevada		333-208931		35-2539888
State of Incorporation		Commission File Number		IRS Employer I.D. Number

10390 Santa Monica Boulevard

~~10390 Santa Monica Boulevard,~~ Los Angeles, ~~California~~CA 90025

(~~Address of Principal Executive Offices~~310) 359-6791

~~Registrant’s~~ (Address and telephone number:, ~~(305)~~including ~~799~~area ~~8844~~code, of registrant’s principal executive offices)

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))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ~~[X]~~☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ~~[ ]~~☐

Item 85.0102. ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~As part~~Appointment of ~~Postads’~~Kevin ~~effort~~Kwok toas ~~leverage~~ the contacts of Mr. Breyon Prescott, we intend to investigate and seek to acquire one or more businesses that can profit by providing products and services that can benefit from marketing campaigns featuring personalities in the music, entertainment, sports and media industries. To that end, on August 14, 2020, we entered into a letter of intent to acquire a womenCompany’s ~~sportswear~~Chief ~~and~~Financial apparel manufacturer and distributor (the “Apparel Manufacturer”). The Apparel Manufacturer began operations in 2019 and distributes products to specialty retailers, direct to the consumer through its website and to national big box chains such as Costco, Sam’s Club and BJ’s Wholesale Club. The Apparel Manufacturer generated revenue of approximately $5 million for the year ended December 31, 2019. As a result of the disruptions to the retail industry caused by the Covid-19 pandemic its revenues decreased to approximately $2 million for the first six months of 2020. Based upon orders received to date, it believes its revenues for the year ended December 31, 2020, will be approximately $8 million.Officer

~~The Letter~~Glacier ofWorldwide, ~~Intent~~Inc., ~~between~~(the us“Company”) and ~~the~~Kevin ~~Apparel~~Kwok ~~Manufacturer~~entered ~~provides~~into ~~that~~an weemployment ~~will~~agreement ~~acquire all of~~ (the ~~outstanding~~“Kwok ~~equity~~Employment ~~interests in the Apparel Manufacturer for $500~~Agreement”),~~000~~ ~~and~~effective ~~such number of shares of our common stock~~ as ~~will equal 5%~~ of ~~the~~November ~~number~~1, of2023 ~~shares of our common stock outstanding on~~ (the ~~date~~“Kwok ofEmployment ~~the~~Agreement ~~closing~~Effective ~~of the acquisition. In addition~~Date”), wepursuant ~~are required~~ to ~~provide~~which ~~at least $3 million in working capital to the Apparel Manufacturer~~Mr. ~~Upon~~Kwok ~~closing~~will ofserve ~~the~~as ~~acquisition,~~Chief ~~the~~Financial ~~principal~~Officer ~~shareholder and President~~ of the ~~Apparel Manufacturer will be appointed to our Board of Directors~~Company.

~~The Letter~~Kevin ofKwok ~~Intent~~served ~~states~~as ~~that~~a itSenior isManager ~~subject~~at toKPMG ~~the~~LLP ~~negotiation~~(“KPMG”) ~~and~~from ~~execution~~September of2011 until October 2023. During his tenure at KPMG, Mr. Kwok played a ~~definitive~~pivotal ~~acquisition~~role ~~agreement~~in ~~and~~leading toengagement ~~the~~teams ~~completion of~~responsible ~~our~~for ~~due~~auditing ~~diligence~~financial ~~review~~statements. Mr. Kwok is currently a licensed Certified Public Accountant. Mr. Kwok graduated with honors in 2011 with a Bachelor of ~~the~~Business ~~Apparel~~Administration ~~Manufacturer,~~degree ~~its~~in ~~operations~~Accounting and ~~financial~~Finance ~~results~~from Hofstra University.

~~The acquisition~~ Mr. ofKwok ~~the~~has ~~Apparel~~no ~~Manufacturer~~family byrelationships uswith isany ~~subject~~of tothe ~~various~~Company’s ~~risks~~directors ~~and~~or ~~uncertainties~~executive officers, and ~~there~~he is nonot ~~assurance~~a ~~that~~party ~~we will~~to, ~~complete~~and ~~the~~does ~~acquisition~~not ofhave ~~the~~any ~~Apparel~~direct ~~Manufacturer~~ or ~~any~~indirect ~~other~~material ~~company~~interest ~~with~~in, ~~which~~any wetransaction ~~may~~requiring ~~enter~~disclosure ~~into~~under ~~discussions~~Item or404(a) ~~that if~~of weRegulation ~~complete~~S-K. anThere ~~acquisition~~are ~~that~~no wearrangements ~~will~~or ~~successfully~~understandings ~~operate~~between ~~the business acquired~~Mr. ~~You~~Kwok ~~should carefully consider the risks described below~~ and ~~all~~any other ~~risks~~persons ~~described~~pursuant into ~~our~~which ~~filings~~he ~~with~~was ~~the~~selected ~~Securities~~as ~~and~~a ~~Exchange Commission in deciding whether to invest in our common stock~~director.

~~We do~~Breyon ~~not~~Prescott, ~~have~~who ~~any~~had ~~agreement~~been ~~for~~serving aas ~~business~~the ~~combination~~Company’s orChief ~~other~~Executive ~~transaction~~Officer and Chief Financial Officer, resigned from the position of Chief Financial Officer effective upon the appointment of Mr. Kwok and continues to serve as the Company’s sole director and Chief Executive Officer.

~~We have~~Pursuant ~~not~~to ~~yet~~the ~~entered~~Kwok ~~into~~Employment aAgreement, ~~definitive~~Mr. ~~agreement~~Kwok ~~with~~will ~~the~~be ~~Apparel~~paid ~~Manufacturer~~an ~~nor~~annual dobase wesalary ~~have~~of ~~any~~$165,000, ~~binding~~which ~~commitment~~shall orbe ~~understanding to~~increased ~~enter~~by ~~into~~no orless ~~become~~than ~~engaged~~three in(3%) apercent ~~merger~~effective ~~with~~April 1, ~~joint~~2025, ~~venture~~and ~~with~~continuing oreach ~~acquisition~~April 1 thereafter during the term of ~~any~~the ~~other~~Kwok ~~private~~Employment orAgreement ~~public~~(the ~~entity~~“Term”). ~~We cannot~~In ~~assure~~addition, ~~you~~Mr. ~~that~~Kwok weis ~~will~~entitled ~~successfully~~to ~~identify~~receive, ~~and~~subject ~~evaluate~~to ~~suitable~~his ~~business~~continuing ~~opportunities~~employment orwith ~~that~~the weCompany ~~will~~on ~~conclude~~the aapplicable ~~business combination.~~date Weof ~~cannot~~the ~~guarantee~~bonus ~~that~~payout, wean ~~will~~annual betarget ~~able~~discretionary tobonus ~~negotiate~~of aup ~~business~~to ~~combination~~20% onof ~~favorable~~his ~~terms~~annual base salary, payable at the discretion of the Chief Executive Officer of the Company based upon Mr. Kwok’s achievement of objectives and ~~there~~milestones isto ~~consequently a~~be ~~risk~~determined ~~that~~on ~~future~~an ~~funds~~annual ~~allocated~~basis by the Chief Executive Officer. Pursuant to the ~~purchase~~Kwok ofEmployment ~~our~~Agreement, ~~shares~~Mr. ~~will~~Kwok ~~not~~is also eligible to receive employee benefits as may be ~~invested~~provided infrom atime ~~company~~to ~~with~~time ~~active~~by ~~business~~the ~~operations~~Company to its executives generally, and to receive paid time off annually.

~~Our future~~Pursuant ~~success~~to the Kwok Employment Agreement, Mr. Kwok is ~~highly~~to ~~dependent~~be ongranted a stock option providing Mr. Kwok with the ~~ability~~option to purchase up to 7,000,000 shares of ~~management~~the Company’s common stock (the “Option”) pursuant to ~~locate~~the ~~and~~Company’s ~~attract~~Equity Incentive Plan. The Option shall be exercisable at a ~~suitable~~price ~~acquisition~~of ~~candidate~~fifty cents ($0.50) per share (the price at which shares were most recently sold) for a period ending as of December 30, 2030; provided that the right to exercise the Option shall vest in equal increments of one million (1,000,000) shares on each April 1 and October 1 occurring during the Term, commencing on April 1, 2024, and terminating on October 1, 2027.

~~The success~~Pursuant ~~of our proposed plan of operation will depend~~ to ~~a great extent on~~ the ~~operations,~~Kwok ~~financial~~Employment condition and management of the Apparel Manufacturer or that of any other company which we may acquire and there is no guarantee that any business we may acquire will benefit from its relationship with us. While business combinations with entities having established operating histories are preferredAgreement, ~~there can be no assurance that we will be successful in locating candidates meeting such criteria~~Mr. ~~The~~Kwok ~~decision~~ agreed to ~~enter into a business combination will likely~~ be ~~made~~bound ~~without~~by ~~detailed~~certain ~~feasibility studies~~confidentiality, ~~independent~~non-compete analysis, market surveys or similar information which, if we had more funds available to us, would be desirable. In the event we complete a business combination the success of our operations will be dependent upon management of the target company and ~~numerous~~non-solicitation ~~other~~covenants ~~factors~~contained ~~beyond our control~~therein. ~~We cannot assure you that we will identify a target company and consummate a business combination.~~

~~There is~~The ~~competition~~Kwok ~~for~~Employment ~~those~~Agreement ~~private~~became ~~companies~~effective ~~suitable~~on ~~for~~the aKwok ~~merger~~Employment ~~transaction~~Agreement ofEffective Date, contemplates at-will employment, and will continue unless and until the ~~type~~same ~~contemplated~~is terminated by ~~management~~either party.

~~We are~~The inforegoing adescription ~~highly competitive market for a limited number~~ of ~~business opportunities which could reduce~~ the ~~likelihood~~Kwok ofEmployment ~~consummating a~~Agreement ~~successful~~is ~~business~~qualified ~~combination.~~in Weits ~~are~~entirety ~~and~~by ~~will~~reference ~~continue~~ to ~~be an insignificant participant in~~ the ~~business~~text of ~~seeking~~such ~~mergers with~~agreement, ~~joint~~which ~~ventures~~is ~~with~~filed ~~and~~as ~~acquisitions~~Exhibit ~~of small private and public entities~~10.1 Ato ~~large~~this ~~number~~Current ofReport ~~established~~on ~~and~~Form ~~well~~8-~~financed entities,~~K ~~including small public companies~~ and ~~venture~~incorporated ~~capital~~herein ~~firms,~~by ~~are active in mergers and acquisitions of companies that may be desirable target candidates for us~~reference. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

~~We will require financing to acquire the Apparel Manufacturer and implement our business plan.~~2

~~We require~~Item ~~financing to acquire the Apparel Manufacturer and to implement our business plan~~9. ~~We cannot assure you that we will be successful in obtaining financing or acquiring the Apparel Manufacturer, or in operating it in a profitable manner~~01. ~~Upon~~Financial ~~the~~Statements ~~conclusion of~~and ~~our due diligence, we may choose not to acquire the Apparel Manufacturer.~~Exhibits

~~We have~~(d) ~~not conducted market research to identify business opportunities, which may affect our ability to identify a business to merge with or acquire~~Exhibits.

We have neither conducted nor have others made available to us results of market research concerning prospective business opportunities. Therefore, we have no assurances that market demand exists for a merger or acquisition as contemplated by us. It may be expected that any target business or transaction will present a level of risk that conventional private or public offerings of securities or conventional bank financing will not be available. There is no assurance that we will be able to acquire a business opportunity on terms favorable to us. Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act without the consent, vote or approval of our stockholders.

Exhibit Number		Exhibit
10.1		Kwok Employment Agreement, effective as of November 1, 2023, by and between Kevin Kwok and Glacier Worldwide, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Management intends to devote only a limited amount of time to seeking a target company which may adversely impact our ability to identify a suitable acquisition candidate.~~3

Breyon Prescott, our President and principal shareholder, anticipates devoting a limited time to our affairs. This limited commitment may adversely impact our ability to identify and consummate a successful business combination.SIGNATURES

~~We are~~Pursuant ~~dependent~~to on the ~~services~~requirements of ~~our~~the ~~President,~~Securities toExchange ~~obtain~~Act ~~capital~~of ~~required~~1934, tothe ~~implement~~registrant ~~our~~has ~~business~~duly ~~plan~~caused ~~and~~this ~~for~~report ~~identifying, investigating,~~to ~~negotiating~~be ~~and~~signed ~~integrating~~on ~~potential~~its ~~acquisition~~behalf ~~opportunities.~~by ~~The loss of~~ the ~~services~~undersigned ofhereunto ~~Breyon~~duly ~~Prescott could have a substantial adverse effect on us~~authorized.

Because we do not have the capital to hire a staff, our ability to acquire an operating business will be largely contingent on our President. The loss of the services of our President could have a substantial adverse effect on us.

	Glacier Worldwide, Inc.

Date: November 6, 2023	By:	/s/ Breyon Prescott
		Name: Breyon Prescott
		Title: Chief Executive Officer

~~The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies.~~4

The Apparel Manufacturer does not currently comply with SEC reporting requirements which may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including audited financial statements for the company acquired. The time and additional costs that may be incurred by the Apparel Manufacturer to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

We will issue additional shares of common stock to obtain the funds necessary to acquire the Apparel Manufacturer and for the cost of the acquisition, which would reduce investors’ percent of ownership and may dilute our share value.

We will likely issue shares of common stock to acquire the Apparel Manufacturer, as part of the consideration to be paid to its owner and to obtain the funds to augment its working capital. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

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, thereunto duly authorized.

Dated: August 27, 2020

POSTADS, INC. By: /s/ Breyon Prescott Breyon Prescott President

Filing Compare · Glacier Worldwide, Inc.