UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2022~~2023

12-31

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

EXCHANGE ACT

Commission File Number: 333-145876

CANNONAU CORP

(Exact name of registrant as specified in its charter)

Nevada		84-2870437
(State or other jurisdiction of incorporation or organization)		(IR.S. Employer Identification No.)

937 Old Seneca Turnpike Road
Skaneateles, NY		13252-9318
(Address of principal executive offices)		(Zip Code)

	(315) 558-3702
Registrant’s telephone number Including area code

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

Securities registered pursuant to Section 12(g) of the Act.

	Common Stock, $0.001 Par Value
	(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ YES ☑ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

☐ YES ☑ No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☐ YES ☑ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐		Accelerated filer ☐
	Non-accelerated filer ☐		Smaller reporting company ☒
			Emerging Growth Company ☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.

Note. If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold as of ~~December~~ 31April 12, ~~2022~~2024, was $~~435~~412,~~310~~721.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☒ ☐ YES ☐ NO

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date .241,~~815~~377,~~632~~ 178 shares of common stock are outstanding as of ~~December~~April 3112, ~~2022~~2021.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None

TABLE OF CONTENTS

PART I
Item 1	Business	4
Item 1A	Risk Factors	5
Item 1B	Unresolved Staff Comments	5
Item 2	Properties	5
Item 3	Legal Proceedings	5
Item 4	Mine Safety Disclosures	5
PARTII
PART II
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	65
Item 6.	Selected Financial Data	76
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	87
Item 7A	Quantitative and Qualitative Disclosures About Market Risk`	107
Item 8	Financial Statements and Supplementary Data	1110
Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	2219
Item 9A	Controls and Procedures	2219
Item 9B	Other Information	2320
PART III
Item 10	Directors, Executive Officers and Corporate Governance	2420
Item 11	Executive Compensation	2522
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2623
Item 13	Certain Relationships and Related Transactions, and Director Independence	2623
Item 14	Principal Accounting Fees and Services	2723
PART IV
Item 15	Exhibits, Financial Statement Schedules	2824
SIGNATURES		2824

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

Information included in this Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Pacific Blue Energy Corp. (the "Company"), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," or "project" or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

PART I

ITEM 1. BUSINESS.

CORPORATE HISTORY

The Company was incorporated in the State of Nevada on April 3, 2007 under the name Descanso Agency, Inc. We originally incorporated to enter into the travel industry by establishing a specialized service travel company that serves the needs of Mexican and United States wedding planners, travel agents, and clients seeking upscale personal attention at unique hotels and spas located in Mexico. Our core business plan was intended to focus on the wedding and party destination travel. However, due to a lack of available financing, the Company ceased its current operations in September 2009 relating to the travel industry and began seeking out viable alternatives.

On October 16, 2009, we filed a Certificate of Amendment with the Nevada Secretary of State to change our name to Pacific Blue Energy Corp. The name change reflected the Company's refocused business at that time as an independent alternative energy company. We began the process of approaching potential investment partners and have also began seeking out potential opportunities, including joint venture opportunities. We attempted to finance our operations through a combination of privately placed debt and/or equity. With the alignment started time of a number of positive factors including technical advances, tax incentives, rising environmental awareness and the state of the economy, the availability of clean, affordable, solar and wind powered electricity to power homes and small businesses then become a reality.

Effective November 6, 2009, the Company implemented a 4-for-1 forward split of its issued and outstanding shares of common stock, whereby every share of common stock held was exchanged for 4 shares of common stock. As a result, the issued and outstanding shares of common stock were increased from 9,250,000 prior to the forward split to 37,000,000 immediately following the forward split.

On April 5, 2010, the Company acquired a 100% interest of Ship Ahoy LLC, a limited liability company in Arizona, in exchange for $300,000 and 1,000,000 common shares of the Company. This investment was subsequently abandoned by the Company. On August 22, 2019, the Company changed its' name to Cannonau Corp. to reflect its' focus on its new CBD based products.

OUR BUSINESS

The Company using cutting edge nanotechnology plans to offer the most advanced Cannabidiol (CBD) for improved bioavailability and maximum benefit. We believe that our unique formulas can be easily incorporated into a wide array of products, offering customers an advantage when it counts.

EMPLOYEES

As of the date of this Annual Report, we have no employees.

ITEM 1A. RISK FACTORS.

We are a smaller reporting company and therefore not required to provide this information in our Form 10-K.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

As of the date of this Annual Report, there are no unresolved SEC Staff comments.

ITEM 2. DESCRIPTION OF PROPERTY

We do not own or lease any property.

ITEM 3. LEGAL PROCEEDINGS.

As of the date of this Annual Report, management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Annual Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

5PART II

~~PART~~ITEM II5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASERS OF EQUITY SECURITIES.

~~ITEM 5.~~ MARKET ~~FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASERS OF EQUITY SECURITIES.~~ INFORMATION

~~MARKET~~Our ~~INFORMATION~~common stock trades on the over the counter under the symbol "CNNC". The following table sets forth the high and low-price information of the Company's common stock for the periods indicated.

Our common stock trades on the over the counter under the symbol "CNNC". The following table sets forth the high and low price information of the Company's common stock for the periods indicated.

FISCAL YEAR ENDED DECEMBER 31, 2023:	High		Low
December 31, 2023	$	0.02	$	0.01
September 30. 2023	$	0.02	$	0.01
June 30, 2023	$	0.02	$	0.01
March 31, 2023	$	0.02	$	0.02

FISCAL YEAR ENDED DECEMBER 31, 2022:
December 31, 2022	$	0.01		0.00
September 30, 2022	$	0.01	$	0.00
June 30, 2022	$	0.01	$	0.00
March 31, 2022	$	0.01	$	0.00

FISCAL YEAR ENDED DECEMBER 31, 2022:	High		Low
December 31, 2022	$	0.03	$	0.02
September 30. 2022	$	0.03	$	0.02
June 30, 2022	$	0.06	$	0.03
March 31, 2022	$	0.05	$	0.03
FISCAL YEAR ENDED DECEMBER 31, 2021:
December 31, 2021	$	0.061	$	0.05
September 30. 2021	$	0.095	$	0.09
June 30, 2021	$	0.17	$	0.14
March 31, 2021	$	11.15	$	9.6

SHAREHOLDERS OF RECORD

~~SHAREHOLDERS~~As OFof ~~RECORD~~April 12, 2024, there were approximately 241,377,178 holders of record of our common stock, not including holders who hold their shares in street name.

~~As of December31, 2022, there were 22shareholders of record of our common stock, not including holders who hold their shares in street name.~~5

6DIVIDENDS

~~DIVIDENDS~~We have never declared or paid a cash dividend. Currently, we do not anticipate paying dividends in the future. We are under no legal or contractual obligation to declare or to pay dividends, and the timing and amount of any future cash dividends and distributions is at the discretion of our Board of Directors and will depend, among other things, on our future after-tax earnings, operations, capital requirements, borrowing capacity, financial condition and general business conditions. We plan to retain any earnings for use in the operation of our business and to fund future growth. You should not purchase our Shares on the expectation of future dividends.

WeSECURITIES ~~have~~AUTHORIZED ~~never~~FOR ~~declared~~ISSUANCE orUNDER ~~paid~~EQUITY aCOMPENSATION cash dividend. At this time, we do not anticipate paying dividends in the future. We are under no legal or contractual obligation to declare or to pay dividends, and the timing and amount of any future cash dividends and distributions is at the discretion of our Board of Directors and will depend, among other things, on our future after-tax earnings, operations, capital requirements, borrowing capacity, financial condition and general business conditions. We plan to retain any earnings for use in the operation of our business and to fund future growth. You should not purchase our Shares on the expectation of future dividends.PLANS

~~SECURITIES~~Equity ~~AUTHORIZED~~Compensation ~~FOR~~Plan ~~ISSUANCE UNDER EQUITY COMPENSATION PLANS~~Information

Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted- average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity ~~Compensation~~compensation ~~Plan~~plans ~~Information~~approved by security holders None - None Equity compensation plans not approved by security holders None - None Total None - None

~~Plan~~INFORMATION ~~Category~~RELATING ~~Number~~TO ofOUTSTANDING securities to be issued upon exercise of outstanding options, warrants and rights Weighted- average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by security holders None - None Equity compensation plans not approved by security holders None - None Total None - NoneSHARES

~~INFORMATION~~As ~~RELATING~~of TODecember ~~OUTSTANDING~~31, ~~SHARES~~2023, there were 241,815,632 shares of our common stock issued and outstanding.

AsAll of ~~December~~our ~~31,~~issued ~~2022,~~and ~~there~~outstanding ~~were~~common ~~241,815,632shares~~shares (of ~~our~~which ~~common~~none shares are owned by officers, directors and principal stock holders) were issued and have been held for a period in excess of six months and ~~outstanding~~are eligible to be resold pursuant to Rule 144 promulgated under the Securities Act.

~~All~~The resale of our ~~issued and outstanding common~~ shares (of ~~which~~ ~~none~~common ~~shares~~stock ~~are~~ owned by officers, directors and ~~principal~~affiliates ~~stock~~is ~~holders)~~subject ~~were~~to ~~issued and~~the volume limitations of Rule 144. In general, Rule 144 permits our affiliate shareholders who have ~~been~~beneficially-owned ~~held~~restricted shares of common stock for at least six months to sell without registration, within a three-month period, ina ~~excess~~ number of shares not exceeding one percent of the then outstanding shares of common stock. Furthermore, if such shares are held for at least six months ~~and~~by ~~are~~a ~~eligible~~person not affiliated with the company (in general, a person who is not one of our executive officers, directors or principal shareholders during the three month period prior to resale), such restricted shares can be ~~resold~~sold ~~pursuant~~without toany ~~Rule~~volume ~~144~~limitation, ~~promulgated~~provided ~~under~~all of the ~~Securities~~other ~~Act~~requirements for resale under Rule 144 are applicable.

~~The~~RECENT ~~resale~~SALES ofOF ~~our~~UNREGISTERED shares of common stock owned by officers, directors and affiliates is subject to the volume limitations of Rule 144. In general, Rule 144 permits our affiliate shareholders who have beneficially-owned restricted shares of common stock for at least six months to sell without registration, within a three-month period, a number of shares not exceeding one percent of the then outstanding shares of common stock. Furthermore, if such shares are held for at least six months by a person not affiliated with the company (in general, a person who is not one of our executive officers, directors or principal shareholders during the three-month period prior to resale), such restricted shares can be sold without any volume limitation, provided all of the other requirements for resale under Rule 144 are applicable.SECURITIES

~~RECENT~~During ~~SALES~~the OFyear ~~UNREGISTERED~~ended ~~SECURITIES~~December 31, 2023, the Registrant had the following sale of unregistered securities:

None

ISSUER PURCHASE OF SECURITIES

None.

ITEM 6. SELECTED FINANCIAL DATA. ~~Not Applicable.~~

7Not Applicable.

~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~ 6

~~Forward~~ITEM ~~Looking~~7. ~~Statements~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

~~This~~Forward ~~section~~Looking and other parts of this Form 10-K annual report includes "forward-looking statements", that involves risks and uncertainties. All statements other than statements of historical facts, included in this Form 10-K that address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success, reference to intentions as to future matters, and other such matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks, uncertainties, and other factors, many of which are beyond our control.Statements

~~Although~~This wesection ~~believe~~and ~~that~~other ~~the~~parts ~~expectations~~of ~~reflected in~~this ~~the~~Form 10-K annual report includes "forward-looking statements", ~~are~~that ~~reasonable,~~involves werisks ~~cannot~~and ~~guarantee~~uncertainties. ~~future~~All ~~results,~~statements ~~levels~~other than statements of ~~activity~~historical facts, ~~performance~~included in this Form 10-K that address activities, events, or ~~achievements. Moreover,~~developments that we doexpect ~~not~~or ~~assume~~anticipate ~~responsibility~~will ~~for~~or may occur in the ~~accuracy~~future, including such things as future capital expenditures (including the amount and ~~completeness~~nature thereof), business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success, reference to intentions as to future matters, and other such matters are forward-looking statements. WeIn ~~are~~some ~~under~~cases, noyou ~~duty~~can ~~to update~~identify ~~any of the~~ forward-looking statements ~~after~~by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," or the ~~date~~negative of ~~this~~such ~~report~~terms toor ~~conform~~other ~~such~~comparable terminology. These statements toare only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks, uncertainties, and other factors, many of which are beyond our control.

~~Overview~~Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.

Cannonau Corp. (the "Company", "we", or "us") was incorporated under the laws of the State of Nevada on April 3, 2007. The purpose of the Company is to serve as a vehicle to effect a merger, exchange of capital stock, asset acquisition, or other business combination with a domestic or foreign private business. The company has minimal operation. The Company has a December 31 year end. As of December 31, 2022, the issued and outstanding shares of common stock totaled 241,815,632.Overview

~~Certain~~Cannonau ~~statements~~Corp. ~~contained~~(the ~~below~~"Company", ~~are~~"we", ~~forward-looking statements~~or ~~(rather~~"us") ~~than~~was ~~historical~~incorporated ~~facts)~~under ~~that~~the ~~are~~laws ~~subject~~of tothe ~~risks~~State ~~and~~of ~~uncertainties~~Nevada ~~that~~on ~~could~~April ~~cause~~3, ~~actual~~2007. The ~~results~~purpose of the Company is to ~~differ~~serve ~~materially from~~as ~~those~~a ~~described~~vehicle into effect a merger, exchange of capital stock, asset acquisition, or other business combination with a domestic or foreign private business. The company has not commenced a planned principal operation. The Company has a December 31 year end. As of December 31, 2023, the ~~forward-looking~~issued ~~statements~~and outstanding shares of common stock totaled 241,815,632.

We ~~are~~Certain ~~considered~~statements acontained ~~start~~below are forward-uplooking ~~corporation. Our~~statements ~~auditors~~(rather ~~have~~than ~~issued~~historical afacts) ~~going~~that ~~concern~~are ~~opinion~~subject into ~~the~~risks ~~financial~~and ~~statements~~uncertainties ~~for~~that ~~the~~could ~~year~~cause ~~ended~~actual ~~December~~results ~~31,~~to ~~2022~~differ materially from those described in the forward-looking statements.

~~RESULTS~~ OFWe ~~OPERATIONS~~are considered a start-up corporation. Our auditors have issued a going concern opinion in the financial statements for the year ended December 31, 2023.

~~Working~~RESULTS ~~Capital~~OF OPERATIOMS

	December 31,				December 31,
	2022				2021
Current Assets			$ 9,025				$ 8,757
Current Liabilities			347,260				261,043
Working Capital (Deficit)		$	(338,235	)		$	(252,286)

Working Capital

	December 31,			December 31,
	2023			2022
Current Assets			$ -			$ 9,025
Current Liabilities			-			347,261
Working Capital (Deficit)		$	-		$	(338,236	)

~~Cash Flows~~7

	December 31,			December 31,
	2022			2021
Cash Flows from (used in) Operating Activities			$(87,448)			$ (136,724)
Cash Flows from (used in) Financing Activities			87,462			136,702
Net Increase (decrease) in Cash During Period		$	14		$	94

Cash Flows

YEAR ENDED DECEMBER 31, 2022 COMPARED TO YEAR ENDED DECEMBER 31, 2021

	December 31,			December 31,
	2023			2022
Cash Flows from (used in) Operating Activities			$ (157)			$ (87,448)
Cash Flows from (used in) Financing Activities			-			87,462
Net Increase (decrease) in Cash During Period		$	(157)		$	14

~~REVENUES~~YEAR ENDED DECEMBER 31, 2023 COMPARED TO YEAR ENDED DECEMBER 31, 2022

~~We have generated revenues of $227and $6,180 for the years ended December 31, 2022 and 2021.~~REVENUES

~~OPERATIONS~~We ~~AND~~have ~~ADMINISTRATIVE~~generated ~~EXPENSES~~revenues of $1,835and $0 for the years ended December 31, 2023 and 2022.

~~Operating~~OPERATIONS ~~expenses~~AND ~~for~~ADMINISTRATIVE the year ended December 31, 2022 were $86,086 compared with $150,050for the year ended December 31, 2021. The decrease in operating expenses for 2022 consisted of decrease in general and administrative expenses for the year ended December 31, 2022 of $9,915 from $26,065 for the year ended December 31, 2021; a decrease in compensation and benefits to $44,056 for the year ended December 31, 2022 from $49,468 for the year ended December 31, 2021; andan increase in legal and professionals of $32,116 for the year ended December 31, 2022 from $29,344 for the year ended December 31, 2021 and decrease of consultancy services cost of $0 in the year ended December 31 2022 as compared to $45,173 in the year ended December 31, 2021.EXPENSES

~~During~~Operating expenses for the year ended December 31, 2023, were $24,397 compared with $85,950 for the year ended December 31, 2022. The decrease in operating expenses for 2023 consisted of a decrease in compensation and benefits for the year ended December 31, 2023 from $44,056 for the ~~Company recorded~~year ended December 31, 2022 to $0 for the year ended December 31, 2023; a ~~net~~decrease ~~loss~~in ofgeneral and administrative expenses for the year ended December 31, 2023 from $859,~~950~~915 ~~compared~~for ~~with~~the ~~net~~year ~~loss~~ended ofDecember 31, 2022 to $~~148~~3,~~638for~~370 for the year ended December 31, ~~2021~~2023; and a decrease in professional expenses from $32,115 for the year ended December 31, 2022 to $21,027 for the year ended December 31, 2023.

~~LIQUIDITY~~During ~~AND~~the ~~CAPITAL~~year ~~RESOURCES~~ ended December 31, 2023, the Company recorded a net profit of $338,397, compared with net loss of ($85,950) for the year ended December 31, 2022. The net profit for the year ended December 31, 2023 were attributable to a ($8,929) write off of assets and a $371,562 of forgiveness of debt.

AsLIQUIDITY ofAND ~~December~~CAPITAL 31, 2022, the Company's cash balance was $157 compared to cash balance of $143 as at December 31, 2021. As of December 31, 2022, the Company's total assets were $9,025 compared to total assets of $8,757 as at December 31, 2021. The increase in total assets for the year ended December 31, 2022 as compared to the year ended December 31, 2021 consisted of $14 increase in cash balance and anincrease in inventory for the year ended December 31, 2022 of $3,836 from $3,582 for the year ended December 31, 2021.RESOURCES

As of December 31, ~~2022~~2023, the Company's ~~had~~cash ~~total~~balance ~~liabilities of~~was $~~335,411compared~~0 ~~with~~compared ~~total~~to ~~liabilities~~cash balance of $~~261,043~~157 at December 31, ~~2021~~2022. ~~The~~ As ~~increase~~of inDecember ~~total~~31, ~~liabilities~~2023, ~~for~~ the ~~year~~Company's ~~ended December~~total ~~31,~~assets ~~2022~~were ~~consisted~~$0 ofcompared ato ~~decrease~~total inassets ~~accounts~~of ~~payable~~$9,025 ~~for~~as ~~the~~at ~~year ended~~ December 31, 2022. The ofdecrease ~~$17,436from~~in ~~$18,681~~total assets for the year ended December 31, ~~2021;~~2023 ~~and~~as ancompared ~~increase in due~~ to ~~related party for~~ the year ended December 31, 2022 consisted of ~~$317~~writing of all assets,~~975~~ ~~from~~totaling $~~242~~9,~~362~~025 for the year ended December 31, ~~2021~~2022.

As of December 31, ~~2022~~2023, the Company ~~has~~had atotal ~~working capital~~liabilities of ($~~326,386)~~0 compared with ~~working~~total ~~capital~~liabilities of ($~~252~~347,~~286)~~261 at December 31, ~~2021~~2022. The decrease in total liabilities for the year ended December 31, 2023 consisted of forgiveness of accounts payable for the year ended December 31, 2023 of $0 from $17,437 for the year ended December 31, 2022; and a decrease in due to related party for the year ended December 31, 2023 of $0 from $329,824 for the year ended December 31, 2022.

~~Cashflow~~As ~~from~~of ~~Operating~~December ~~Activities~~31, 2023, the Company has a working capital of ($0) compared with working capital of ($338,261) at December 31, 2022.

~~During~~Cashflow the year ended December 31, 2022 the Company used ($87,448) of cash for operating activities compared to ($136,724)of cash used by operating activities during the year ended December 31, 2021. The decrease in net cash used in operating activity for the year ended December 31, 2022 consisted of decrease in net loss for the year ended December 31, 2022 of $(85,950) from ~~$(148,638) for~~Operating the year ended December 31, 2021; increase in inventory for the year ended December 31, 2022 of $254 from the decrease of $15,592 for the year ended December 31, 2021; and decrease in accounts payable and accrued liabilities for the year ended December 31, 2022 of $1,245from an increase of $1,355 for the year ended December 31, 2021.Activities

9 During the year ended December 31, 2023 the Company used $($157) of cash for operating activities compared to ($87,448) of cash used by operating activities during the year ended December 31, 2022. The decrease in net cash used in operating activity for the year ended December 31, 2023 consisted of a decrease in accounts payable from ($1,245) on December 31, 2023 to ($17,437) on December 31, 2022, a decrease in inventory from ($253) on December 31, 2023 to $3,836 on December 31, 2022, a decrease in accounts receivable from $0 on December 31, 2023 to $5,032 on December 31, 2022, a decrease in long term debt related party from $0 on December 31, 2022 to ($329,824) on December 31, 2023.

~~Cashflow from Financing Activities~~8

~~During~~Cashflow the years ended December 31, 2022 the Company's net cash provided by financing activity was $87,462compared to $136,702 cash provided by financing for year ended December31, 2021. The decrease in net cash provided by financing activity for the year ended December 31, 2022 consisted of decrease in proceeds from ~~related~~ ~~party~~Financing ~~for~~Activities the year ended December 31, 2022 of $87,462(net) from $91,529 (net) for the year ended December 31, 2021; and a decrease of $0 in the issuance of common stock for the year ended December 31, 2022 as compared to issuance of $45,173for the year ended December 31, 2021.

~~Subsequent~~During ~~Developments~~the year ended December 31, 2023 the Company's net cash provided by financing activity was $0 compared to $87,462 cash provided by financing for year ended December31, 2022. The decrease net cash provided by financing activity for the year ended December 31, 2023 consisted of a decrease in proceeds from related party for the year ended December 31, 2023 from $87,462 for the year ended December 31, 2022; to $0 for the year ended December 31, 2023.

~~None~~Subsequent Developments

~~Going Concern~~None

WeGoing have not attained profitable operations and are dependent upon the continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from our future business. These factors raise substantial doubt regarding our ability to continue as a going concern.Concern

~~OFF~~We ~~BALANCE~~have ~~SHEET~~not ~~ARRANGEMENTS~~attained profitable operations and are dependent upon the continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from our future business. These factors raise substantial doubt regarding our ability to continue as a going concern.

WeOFF doBALANCE ~~not~~SHEET have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.ARRANGEMENTS

~~CONTRACTUAL~~We ~~OBLIGATIONS~~do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

AsCONTRACTUAL ~~a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide this information.~~OBLIGATIONS

~~CRITICAL~~As ~~ACCOUNTING~~a ~~POLICIES~~"smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide this information.

~~Our~~CRITICAL ~~financial~~ACCOUNTING statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.POLICIES

We ~~regularly~~have ~~evaluate~~one main products, namely the ~~accounting~~concealed ~~policies~~weapons ~~and estimates~~detection ~~that~~system. weIn ~~use~~all cases revenue is considered earned when the product is shipped to ~~prepare~~the ~~our~~customer, ~~financial~~installed ~~statements~~(if necessary) and accepted by the customer as a completed sale. AEach ~~complete~~product ~~summary~~has ofan ~~these~~unconditional ~~policies~~30-day iswarranty, ~~included~~during inwhich time the ~~notes~~product tocan ~~our~~be ~~financial statements~~returned for a complete refund. InCustomers ~~general~~can purchase extended warranties, ~~management's~~which ~~estimates~~provide for replacement or repair of the unit beyond the period provided by the unconditional warranty. Warranties can be purchased for various periods but generally they are ~~based~~for onone-year ~~historical~~period ~~experience,~~that onbegins ~~information~~after any other warranties expire. The revenue from ~~third~~warranties ~~party~~is ~~professionals,~~recognized ~~and~~ on ~~various~~a ~~other~~straight-line ~~assumptions~~bases ~~that~~over ~~are~~the ~~believed~~period covered by the warranty. Prior to bethe ~~reasonable~~issuance ~~under~~of financial statements management reviews any returns subsequent to the ~~facts~~end of the accounting period which are from sales recognized during the accounting period and ~~circumstances~~makes appropriate adjustments as necessary. ~~Actual~~Product ~~results~~prices ~~could~~are ~~differ~~fixed ~~from~~or ~~those estimates~~determinable ~~made~~and byproducts ~~management~~are only shipped when collectability is reasonably assured.

Stock Based Compensation

We account for share-based compensation at fair value. Stock based compensation cost for stock options granted to employees, board members and service providers is determined at the grant date using an option pricing model. The value of the award that is ultimately expected to vest is recognized as expensed on a straight-line basis over the requisite service period. ~~During the year ended December 31, 2022& 2021, no stock compensation was issued.~~

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a "smaller reporting company", the Company is not required to provide this information.

109

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

CANNONAU CORP.

(FORMERLY PACIFIC BLUE ENERGY CORP.)

FINANCIAL STATEMENTS

DECEMBER 31, 2022 AND ~~2021~~2023

C O N T E N T S

Report of Independent Registered Public Accounting Firm			12
Unaudited Balance Sheets for the years ended December 31, 2023 and December 31, 2022			12
Balance Sheets for the years ended December 31, 2022 and December 31, 2021			13
Unaudited Statements of Operations for the years ended December 31, 2023 and December 31, 2022			13
Statements of Operations for the years ended December 31, 2022 and December 31, 2021			14
Unaudited Statements of Stockholders' Deficit for the years ended December 31, 2023 and December 31, 2022			14
Statements of Stockholders' Deficit for the years ended December 31, 2022 and December 31, 2021			15
Unaudited Statements of Cash Flows for the years ended December 31, 2023 and December 31, 2022			15
Statements of Cash Flows for the years ended December 31, 2022 and December 31, 2021			16
Notes to the Financial Statements			16
Notes to the Financial Statements			17

11VICTOR MOKUOLU, CPA PLLC Houston, Texas 6771

~~VICTOR MOKUOLU, CPA PLLC Accounting | Advisory | Assurance & Audit | Tax~~10

~~REPORT~~Cannonau OFCorp. ~~INDEPENDENT~~Balance ~~REGISTERED PUBLIC ACCOUNTING FIRM~~Sheets

To the Board of Directors and

	December 31,			December 31,
	2023			2022
	(Unaudited)

ASSETS

Current Assets
Cash	$	—		$	157
Accounts Receivable		—			5,032
Inventory		—			3,836
Total current assets		—			9,025

Total assets	$	—		$	9,025

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable and accrued liabilities	$	—		$	17,436
Due to related party		—			329,824
Total current liabilities		—			347,260

Stockholders' Deficit
Preferred stock- authorized 10,000,000 shares,
par value $0.001, issued and outstanding
nil shares		—			—
Common stock- authorized 290,000,000 shares,
par value $0.001, issued and outstanding 241,815,632
as of December 31, 2023 and 2022		241,815			241,815
Common stock issuable		27,000			27,000
Additional paid-in capital		3,181,117			3,181,117
Accumulated deficit		(3,449,932	)		(3,788,168	)
Total stockholders' deficit		—			(338,236	)

Total liabilities and stockholders' deficit	$	—		$	9,025

~~Stockholders of Cannonau Corp~~11

~~937~~The ~~Old~~accompanying ~~Seneca~~notes ~~Turnpike~~are ~~Road~~an integral part of these consolidated financial statements.

~~Skaneateles, NY 13252-9318~~12

~~Opinion~~Cannonau onCorp. ~~the~~Statements ~~Financial~~of ~~Statements~~Operations

We have audited the accompanying consolidated balance sheets of Cannonau Corp (the Company) as of December 31, 2022 and December 31, 2021, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the two years ended December 31, 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of year ended December 31, 2022 and December 31, 2021, and the results of its operations and its cash flows for each of the two years ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.


	For the Years Ended
	December 31,
	2023			2022
	(Unaudited)
Revenues	$	—		$	227
Cost of Sales		—			91
Gross Profit		—			137

Operating expenses:
General and administrative		3,370			9,915
Compensation and benefits		—			44,056
Professional fees		21,027			32,116
Total operating expenses		24,397			86,086

Loss from operations		(24,397	)		(85,950	)

Other expense (income)
Write off of assets		8,929			—
Forgiveness of debts		(372,564	)		—
Total other (income) expense		362,633			—

Net income (loss)	$	338,236		$	(85,950	)

Net loss per share (basic and diluted)	$	—		$	—

Weighted average shares outstanding		242,815,632			241,815,632

The accompanying notes are an integral part of these consolidated financial statements.

~~Substantial doubt about the Company's ability to continue as a going concern~~13

~~The~~Cannonau ~~accompanying financial statements have been prepared assuming that the Company will continue as a going concern~~Corp. AsStatements discussed in Note 1 to the financial statements, the Company has suffered recurring losses since inception, has a shareholder deficit, and the Company and has not generated sufficient revenues to date to cover its operating costs – these factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of ~~this~~Cash ~~uncertainty.~~Flows

Basis for Opinion


	For the Years Ended
	December 31,
	2023			2022
	(Unaudited)
CASH FLOWS FROM OPERATING ACTVITIES:

Net income (loss)	$	338,236		$	(85,950	)
Adjustments to reconcile net loss to net loss from operating activities
loss from operating activities
Changes in operating assets and liabilities
(increase) decrease in accounts receivable		5,032			—
(increase) decrease in Inventory		3,836			(254	)
Increase (decrease) in accounts payable		(17,439	)
Increase (decrease) in related party debt		(329,824	)		(1,245	)

Net Cash Used in Operating Activities		(157	)		(87,448	)

CASH FLOWS FROM INVESTING ACTVITIES:
Net Cash Provided by (Used in) Investing Activities		—			—

CASH FLOWS FROM FINANCING ACTVITIES:
Proceeds from related party		—			87,462

Net Cash Provided by Financing Activities		—			87,462

Increase (decrease) in cash		(157	)		14

Cash, beginning of year		157			143

Cash, end of year		—			157

SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	—		$	—

Cash paid for taxes	$	—		$	—
SUPPLEMENTAL NON-CASH FINANCING ACTIVITIES
Shares issued to convert amounts due related party	$	—		$	—

The accompanying notes are an integral part of these consolidated financial statements.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.14

WeCannonau ~~conducted our audits in accordance with the standards of the PCAOB~~Corp. ~~Those~~Unaudited ~~standards~~Statements ~~require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free~~ of ~~material~~Stockholders' misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.Deficit

www.vmcpafirm.com | Ph: 713.588.6622 | Fax: 1.833.694.1494 | ask@vmcpafirm.com


					Additional		Common
	Common Stock				Paid-in		Stock		Accumulated
	Shares		Amount		Capital		Issuable		Deficit			Total
Balance, December 31, 2021		241,815,632	$	241,815	$	3,181,117	$	27,000	$	(3,702,218	)	$	(252,286	)

Net loss				—		—		—		(85,950	)		(85,950	)

Balance, December 31, 2022		241,815,632	$	241,815	$	3,181,117	$	27,000	$	(3,788,168	)	$	(338,236	)

Net profit		—		—		—		—		338,236			338,236

Balance, December 31, 2023		241,815,632	$	241,815	$	3,181,117	$	27,000	$	(3,449,932	)	$	—


The accompanying notes are an integral part of these consolidated financial statements.

~~VICTOR MOKUOLU, CPA PLLC Accounting | Advisory | Assurance & Audit | Tax~~15

~~Our~~CANNONAU ~~audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks~~CORP. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~Critical~~Notes ~~Audit~~to ~~Matters~~the Financial Statements

ADecember critical audit matter is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee or the Company’s governance and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging31, ~~subjective,~~2023 ~~or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole,~~ and we are not, by communicating a critical audit, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. We determined that there are no critical audit matters communicated or required to be communicated to the audit committee. 2022

~~We have served as the Company’s auditor since 2022~~1.Nature ~~Houston,~~of ~~Texas~~Operations ~~March~~and 3,Continuance ~~2023~~of ~~PCAOB ID: 6771~~Business

~~www~~Cannonau Corp.~~vmcpafirm.com~~ |(the ~~Ph:~~“Company”) ~~713~~was incorporated under the laws of the State of Nevada on April 3, 2007 as Pacific Blue Energy Corp.~~588.6622~~ On |April ~~Fax:~~5, 2010, the Company acquired a 100% interest of Ship Ahoy LLC, a limited liability company in Arizona, in exchange for $300,000 and 1,000,000 common shares of the Company.~~833~~ This investment was subsequently abandoned by the Company.~~694~~ The Company is currently developing Cannabis based products.~~1494~~ |On ~~ask@vmcpafirm~~August 22, 2019, the Company changed its' name to Cannonau Corp.~~com~~ to reflect its' focus on its new Cannabis based products.

12 Going Concern

~~CANNONAU~~These ~~CORP~~consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As ~~Balance~~of ~~Sheets~~December 31, 2023, the Company had minimal revenues and an accumulated deficit of $3,449,932. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the issuance of these consolidated financial statements. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

	December 31, 2022			December 31, 2021
ASSETS
Current Assets
Cash	$	157		$	143
Accounts Receivable		5,032			5,032
Inventory		3,836			3,582
Total Current Assets		9,025			8,757
Total Assets	$	9,025		$	8,757
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	17,436		$	18,681
Due to related party		329,824			242,362
Total current liabilities		347,260			261,043
Stockholders' deficit
Preferred stock (Authorized) 10,000,000 at Par Value $.001, issued and outstanding nil as of December 31, 2022 and 2021.		—			—
Common stock (Authorized) 290,000,000 at Par Value $.001 shares issued and outstanding 241,815,632 as of December 31, 2022 and 2021.		241,815			241,815
Common stock issuable		27,000			27,000
Additional paid in capital		3,181,117			3,181,117
Accumulated deficit		(3,788,168	)		(3,702,218	)
Total stockholders' deficit		(338,236	)		(252,286	)
Total liabilities and stockholders' deficit	$	9,025		$	8,757

2. Summary of Significant Accounting Policies

~~The~~a) Basis ~~accompanying~~of ~~notes~~Presentation ~~are~~and anPrinciples ~~integral part~~ of ~~these financial statements.~~Consolidation

13 These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and are expressed in US dollars. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Ship Ahoy LLC. All intercompany transactions have been eliminated. The Company’s fiscal year-end is December 31.

~~CANNONAU~~b) ~~CORP. Statement~~ Use of ~~Operations For the Year Ended December 31, 2022& 2021~~Estimates

	December 31, 2022			December 31, 2021
Sales	$	227		$	6,180
Cost of sales		91			4,768
Gross Profit		137			1,412
Operating expenses
General and administrative		9,915			26,065
Compensation and benefits		44,056			49,468
Professional fees		32,116			29,344
Consultancy services		—			45,173
Total operating expenses		86,086			150,050
Loss from Operations		(85,950	)		(148,638	)
Other expenses (income)		—			—
Net loss		(85,950	)	$	(148,638	)
Net loss per share (basic and diluted)		(0	)		(0	)
Weighted average shares outstanding		241,815,632			241,377,178

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of its long-lived assets, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

~~The accompanying notes are an integral part~~c) ofCash ~~these~~and ~~financial~~Cash ~~statements.~~Equivalents

14 The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

~~CANNONAU CORP. Statement of Cashflows For the Year Ended December 31, 2022& 2021~~16

	December 31, 2022			December 31, 2021
Cash flows from operating activities
Net loss	$	(85,950	)	$	(148,638	)
Adjustment for non-cash items;		—			—
Changes in operating assets and liabilities:
Accounts receivable		—			(5,032	)
Inventory		(254	)		15,592
Accounts payable and accrued liabilities		(1,245	)		1,355
Net cash used in operating activities		(87,448	)		(136,724	)
Cash flows from investing activities
Purchase of equipment		—			—
Net cash used in investing activities		—			—
Cash flows from financing activities
Proceeds from related party		87,462			91,529
Repayment to related party		—			—
Shares issued against consulting services	$	—		$	45,173
Net cash provided by financing activities		87,462			136,702
Increase (decrease) in cash		14			(21	)
Cash at beginning of year		143			164
Cash at end of year		157			143
Supplemental cash flows disclosures:
Cash paid for interest		—			—
Cash paid for income taxes		—			—
Supplemental non-cash financing activities
Shares issued to convert amounts due to related party		—			—
Shares issued to non-employees against consulting services		—			45,173

CANNONAU CORP.

~~The~~Notes ~~accompanying~~to ~~notes~~the ~~are~~Financial ~~an integral part of these financial statements.~~Statements

15December 31, 2023 and 2022

~~CANNONAU CORP~~2. ~~Statement~~Summary of ~~Stockholders’~~Significant ~~Deficit~~Accounting ~~For~~Policies ~~the Year Ended December 31, 2022& 2021~~(Continued)

	Preferred Stock				Common Stock				Additional Paid in Capital		Common Stock Issuable		Accumulated Deficit			Total
	Shares		Amount		Shares		Amount
Balances, December 31, 2020		—		—		241,377,178	$	241,377	$	3,136,382	$	27,000	$	(3,553,580	)	$	(148,821	)
Shares issued to non-employees against consultancy						438,454	$	438	$	44,735						$	45,173
Net loss for the year		—		—		—		—		—		—		(148,638	)		(148,638	)
Balances, December 31, 2021		—		—		241,815,632		241,815		3,181,117		27,000		(3,702,218	)		(252,286	)
Balances, December 31, 2021		—		—		241,815,632	$	241,812	$	3,181,117	$	27,000	$	(3,702,218	)	$	(252,286	)
Net loss for the year		—		—		—		—		—		—		(85,950	)		(85,950	)
Balances, December 31, 2022		—		—		241,815,632		241,815		3,181,117		27,000		(3,788,168	)		(338,236	)

d) Revenue Recognition

~~The~~During ~~accompanying~~the ~~notes~~year ~~are~~ended anDecember ~~integral~~31, ~~part~~ 2023 our revenue recognition policy was in accordance with ASC 605, “Revenue Recognition”, which requires the recognition of ~~these~~sales ~~financial~~when ~~statements~~control of the product passes to the customer or the service is provided and is recognized at an amount that reflects the consideration expected to be received in exchange for such goods or services.

16 On January 1, 2019, the Company adopted ASU 2014-09, “Revenue from Contracts with Customers” and all the related amendments, which are also codified into ASC 606. The adoption of this guidance did not have a material effect on the Company’s financial position, results of operations or cash flows.

~~CANNONAU~~The ~~CORP~~Company does not have material contract assets or liabilities that fall under the scope of ASC 606.

~~NOTES~~e) TOBasic and ~~THE~~Diluted ~~FINANCIAL~~Net ~~STATEMENTS~~Loss Per Share

~~DECEMBER~~The 31Company computes net loss per share in accordance with ASC 260, ~~2022~~Earnings ~~AND~~Per ~~2021~~ Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

1.f) ~~Nature~~Financial ~~of Operations and Continuance of Business~~ Instruments

~~Cannonau~~ASC ~~Corp.~~820, ~~(the~~ “~~Company~~Fair Value Measurements”~~) was~~, ~~incorporated~~requires ~~under~~an ~~the~~entity ~~laws~~to ofmaximize the ~~State~~use of ~~Nevada~~observable oninputs ~~April~~and 3,minimize ~~2007 as~~the ~~Pacific~~use ~~Blue~~of ~~Energy Corp. On~~unobservable ~~April~~inputs 5,when ~~2010,~~measuring ~~the~~fair ~~Company~~value. ~~acquired~~It establishes a ~~100%~~fair ~~interest~~value ofhierarchy ~~Ship~~based ~~Ahoy~~on ~~LLC,~~the alevel ~~limited~~of ~~liability company in Arizona~~independent, ~~in exchange~~objective ~~for~~evidence ~~$300,000~~surrounding ~~and~~the ~~1,000,000~~inputs ~~common~~used ~~shares~~to ofmeasure ~~the~~fair ~~Company~~value. ~~This~~ ~~investment~~A ~~was~~financial ~~subsequently~~instrument’s ~~abandoned~~categorization bywithin the ~~Company~~fair ~~and therefore~~value nohierarchy ~~longer~~is ~~reflecting~~based inupon ~~these~~the ~~financial~~lowest ~~statements. The~~level ~~Company~~of isinput ~~currently~~that ~~developing CBD~~is ~~based~~significant ~~products.~~to ~~On August 22, 2019,~~ the ~~Company~~fair ~~changed~~value ~~its'~~measurement. ~~name~~It toprioritizes ~~Cannonau~~the ~~Corp.~~inputs tointo ~~reflect~~three ~~its'~~levels ~~focus~~that onmay ~~its~~be ~~new~~used ~~CBD~~to ~~based~~measure ~~products.~~fair value:

~~Going~~Level ~~Concern~~1

~~These~~Level ~~financial~~1 ~~statements~~applies ~~have been prepared on a going concern basis, which implies that the Company will continue~~ to ~~realize its~~ assets ~~and~~or ~~discharge its~~ liabilities infor ~~the~~which ~~normal course~~there ofare ~~business.~~quoted ~~The~~prices ~~Company has not generated sufficient revenues to date to cover its operating cost and has never paid any dividends and is unlikely to pay dividends or generate significant earnings~~ in ~~the~~active ~~immediate~~markets orfor ~~foreseeable~~identical ~~future.~~assets As of December 31, 2022, the Company had minimal revenues and an accumulated deficit of $3,788,168 and a working capital of deficit of $238,336. As of December 31, 2021, the Company had minimal revenues and an accumulated deficit of $3,788,168 and a working capital of deficit of $238,336. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities ~~that might be necessary should the Company be unable to continue as a going concern~~.

~~2. Summary~~Level ~~of Significant Accounting Policies~~ 2

aLevel 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets) ~~Basis~~; ofor ~~Presentation~~model-derived ~~and~~valuations ~~Principles~~in ofwhich ~~Consolidation~~ significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

~~These~~Level financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and are expressed in US dollars. The Company’s fiscal year-end is December 31.3

~~b) Use~~Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of ~~Estimates~~ the fair value of the assets or liabilities.

The ~~preparation~~Company’s of financial ~~statements in~~instruments ~~conformity~~consist ~~with~~principally ~~generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts~~ of ~~assets~~cash, ~~and~~accounts ~~liabilities~~payable, and ~~disclosure of contingent assets and liabilities at the date of the financial statements and the reported~~ amounts ofdue ~~revenues~~to ~~and~~related ~~expenses during the reporting period~~parties. ~~The~~Pursuant ~~Company regularly evaluates estimates and assumptions related~~ to ~~the~~ASC ~~recoverability of its long-lived assets~~820, ~~stock-based~~the ~~compensation,~~fair ~~and~~value ~~deferred~~of ~~income~~our ~~tax~~cash ~~asset~~is ~~valuation allowances.~~determined ~~The~~based ~~Company bases its estimates and assumptions~~ on ~~current~~“Level ~~facts,~~1” ~~historical experience and various other factors that it believes to be reasonable under the circumstances~~inputs, ~~the~~which ~~results~~consist of ~~which~~quoted ~~form~~prices ~~the~~in ~~basis~~active markets for ~~making~~identical ~~judgments about the carrying values of~~ assets. ~~and~~We ~~liabilities~~believe ~~and~~that the ~~accrual~~recorded values of ~~costs~~all ~~and~~of ~~expenses~~our ~~that are not readily apparent from~~ other ~~sources.~~financial ~~The~~instruments ~~actual~~approximate ~~results~~their ~~experienced by~~current ~~the~~fair ~~Company~~values ~~may~~because ~~differ~~of ~~materially~~their ~~and~~nature ~~adversely from the Company’s estimates. To the extent there are material differences between the estimates~~ and ~~the~~respective ~~actual~~maturity ~~results,~~dates ~~future~~or ~~results of operations will be affected~~durations.

~~c) Cash and Cash Equivalents~~ 17

~~The~~CANNONAU ~~Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents~~CORP.

~~d) Revenue~~Notes ~~Recognition~~ to the Financial Statements

~~Management~~December ~~uses the 5 steps framework of ASC 606 to recognize revenue~~31, as2023 ~~follows:~~and 2022

1.g) ~~Identify contract with customer~~Inventory

a.Inventories, ~~Approval~~which ~~(in~~are ~~writing,~~comprised ~~orally~~of finished goods, orare instated ~~accordance~~at ~~with~~the ~~other~~lower ~~customary~~of ~~business~~cost ~~practices~~(based on the first in, first out method) ~~and~~or ~~commitment~~market. Inventories consist of ~~the~~CBD ~~parties;~~based products.

~~b. Identification of the rights of the parties;~~h) Reclassification

c.Certain ~~Identification~~prior ofperiod ~~the~~amounts ~~payment~~have ~~terms;~~been reclassified to conform to current presentation.

d3. ~~Contract has commercial substance; and~~Stockholders’ Deficit

e.On May ~~Probable~~21, ~~that~~2019, the ~~entity~~Company ~~will~~issued ~~collect~~100,000,000 ~~the~~shares ~~consideration~~of tocommon ~~which~~stock itto ~~will~~settle be$5,000 ~~entitled~~ in ~~exchange~~debt ~~for~~with ~~the~~a ~~product~~related ~~that will be transferred to the customer~~party.

17On November 5, 2019, the Company purchased and retired into treasury 15,000,000 Common Shares from Luniel De Beer for $2,000.

~~CANNONAU~~On January ~~CORP~~23, 2020, the Company executed a 2,000 to 1 reverse stock split. All shares and per share information has been retroactively adjusted to reflect this reverse stock split.

~~NOTES~~On February TO25, ~~THE~~2020, ~~FINANCIAL~~convertible ~~STATEMENTS~~notes to related parties of $3,260 were converted into 9,055,556 shares of common stock.

~~DECEMBER~~On March 3120, ~~2022~~2020, ~~AND~~convertible ~~2021~~notes of $4,370 were converted into 12,138,888 shares of common stock.

~~2. Summary~~On May 29, 2020, convertible notes to related parties of ~~Significant~~$1,142 ~~Accounting~~were ~~Policies~~converted ~~(continued)~~into 30,000,000 shares of common stock.

d)On July ~~Revenue~~6, ~~Recognition~~2020, ~~(continued)~~convertible notes to related parties of $6,858 were converted into 180,473,684 shares of common stock

2.On July ~~Identify~~21, ~~performance~~2020, ~~obligations~~convertible notes to related parties of $362 were converted into 9,526,316 shares of common stock.

a.On AtOctober ~~contract inception~~2020, ~~management assesses~~ the ~~product~~Company ~~promised~~issued in10,597,222 ~~a contract with a customer and identifies each promise as a performance obligation~~ to ~~transfer to~~ the ~~customer~~legal ~~either:~~custodian a)in ~~A product (or~~ a ~~bundle~~private ofplacement ~~products)~~for ~~that is distinct b) A series of distinct products that are substantially the same and that have the same pattern of transfer to the customer~~$5,299.

3.During ~~Determined~~the ~~expected~~year ~~transaction~~2021, ~~price~~the Company issued 438,454 shares of common stock to its consultants against the consulting services rendered during the year.

a.At ~~The~~December ~~transaction~~31, ~~price~~2023 isand 2022 the ~~amount~~Company ofhad ~~consideration~~241,815,632 toshares ~~which~~of ancommon ~~entity~~stock ~~expects~~issued toand ~~be entitled in exchange for transferring promised goods to a customer~~outstanding.

~~4. Allocate to performance obligations~~18

a.CANNONAU Once the separate performance obligations are identified and the transaction price has been determined, management allocates the transaction price to the performance obligations in proportion to their standalone selling pricesCORP.

5.Notes ~~Recognize~~to ~~revenue~~the ~~upon~~Consolidated ~~transfer~~Financial ~~of control over goods~~Statements

a.December ~~management~~31, ~~recognizes~~2023 ~~revenue~~and ~~only when it satisfies a performance obligation by transferring a promised good to a customer. A good or service is considered to be transferred when the customer obtains control.~~2022

b4. ~~The~~Income ~~standard defines control as an entity’s ability to direct the use of, and obtain substantially all of the remaining benefits from, an asset.~~Taxes

cThe Company has a net operating loss carried forward of approximately $3,554,000 available to offset taxable income in future years which commence expiring in fiscal 2027. The ~~Control~~Company is ~~assessed~~subject ~~primarily~~to ~~from~~United States federal and state income taxes at an approximate rate of 21%. As of December 31, 2023, and 2022, the ~~customer’s~~Company ~~perspective~~had no uncertain tax positions.

~~e) Cost~~The tax effects of ~~Sales~~ temporary differences that give rise to the Company’s net deferred tax liability as of December 31, 2023 and 2022 are as follows:

~~Amounts~~The ~~that~~significant ~~will~~components ~~be recorded as cost~~ of ~~sales~~ ~~relate~~deferred toincome ~~direct~~tax ~~expenses~~assets ~~incurred~~and inliabilities ~~order~~at toDecember ~~fulfill~~31, ~~orders~~2023 ofand ~~our~~2022 ~~customers. Such costs~~ are ~~recorded and allocated~~ as ~~incurred. Our cost of sales will consist primarily of the cost of material consumed to make that product.~~follows:

f) Basic and Diluted Net Loss Per Share


	2023			2022

Net operating loss carried forward		746,200			728,500

Valuation allowance		(746,200	)		(728,500	)

Net deferred income tax asset		—			—

The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement5. ~~Basic~~Related ~~EPS~~Party is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.Transaction

g)On ~~Financial Instruments~~ February 18, 2020, the Company executed a promissory note of $1,500 with the legal custodian of the Company. The note is due August 18, 2020. If the Company defaults on the due date, the promissory note shall be convertible into shares of common stock at the conversion price of $.00036 per share.

~~ASC~~On ~~820~~February 25, ~~“Fair~~ ~~Value Measurements”~~2020, ~~requires an~~ ~~entity~~the toCompany ~~maximize~~executed ~~the~~a ~~use~~promissory note of ~~observable~~$1,760 ~~inputs~~with ~~and minimize~~ the ~~use~~legal custodian of ~~unobservable~~the ~~inputs~~Company. The ~~when~~note ~~measuring~~is ~~fair~~due ~~value.~~August It25, ~~establishes a~~2020. If ~~fair~~the ~~value~~Company ~~hierarchy~~defaults ~~based~~ on the ~~level~~due ~~of independent~~date, ~~objective evidence surrounding~~ the ~~inputs~~promissory ~~used~~note toshall ~~measure~~be ~~fair~~convertible ~~value.~~into Ashares ~~financial instrument’s~~of ~~categorization~~common ~~within~~stock ~~the~~at ~~fair value hierarchy is based upon~~ the ~~lowest~~conversion ~~level~~price of ~~input that is significant to the fair value measurement~~$.00036 Itper ~~prioritizes the inputs into three levels that may be used to measure fair value:~~share.

~~Level~~On 1March 13, 2020, the Company executed a promissory note of $2,610 with the legal custodian of the Company. The note is due September 13, 2020. If the Company defaults on the due date, the promissory note shall be convertible into shares of common stock at the conversion price of $.00036 per share.

~~Level~~On March 20, 2020, the Company executed a promissory note of $1,760 ~~applies~~with tothe ~~assets~~legal orcustodian ~~liabilities for~~of ~~which~~the ~~there~~Company. The ~~are~~note ~~quoted~~is ~~prices~~due inSeptember ~~active~~25, ~~markets~~2020. If ~~for~~the ~~identical~~Company ~~assets~~defaults oron ~~liabilities~~the due date, the promissory note shall be convertible into shares of common stock at the conversion price of $.00036 per share.

~~Level~~During 2the year ended December 31, 2020, the legal custodian additionally advanced the Company $27,117 to pay operating expenses. These advances are non-interest bearing and payable upon demand, the Company repaid $6,000 of advances to the legal custodian of the Company.

~~Level~~On July 2, ~~applies~~2020, tothe ~~assets~~Company orexecuted ~~liabilities for~~a ~~which~~promissory ~~there~~note ~~are~~of ~~inputs~~$3,000 ~~other~~with ~~than~~the ~~quoted~~Chief ~~prices~~Executive ~~that~~Officer ~~are~~of ~~observable for~~ the ~~asset~~Company. The ornote ~~liability~~is ~~such~~due asAugust ~~quoted~~18, ~~prices~~2020. If ~~for~~the ~~similar assets~~Company ordefaults ~~liabilities~~on inthe ~~active~~due ~~markets;~~date, ~~quoted~~the ~~prices~~promissory ~~for~~note ~~identical~~shall ~~assets~~be orconvertible ~~liabilities~~into inshares ~~markets~~of ~~with~~common ~~insufficient~~stock ~~volume~~at orthe ~~infrequent transactions~~conversion ~~(less~~price ~~active~~of ~~markets);~~$.00038 orper ~~model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data~~share.

18During the year ended December 31, 2020, the Chief Executive Officer additionally advanced the Company $33,813 to pay operating expenses. These advances are non-interest bearing and payable upon demand.

~~CANNONAU CORP~~6. Subsequent Events

~~NOTES TO THE FINANCIAL STATEMENTS~~None.

~~DECEMBER 31, 2022 AND 2021~~19

2ITEM 9. ~~Summary~~CHANGES ofIN ~~Significant~~AND ~~Accounting~~DISAGREEMENTS ~~Policies~~WITH ~~(continued)~~ ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

g)VICTOR ~~Financial~~MOKUOLU, ~~Instruments~~CPA, ~~(continued)~~PLLC

~~Level~~This 3decision to engage Victor Mokuolu, CPA, PLLC was approved by our full Board of Directors. Because we have no standing audit committee, our full Board of Directors participated in and approved the decision to change independent accountants. Presently, the Board of Directors acts as the audit committee.

~~Level~~ITEM 39A. ~~applies~~CONTROLS toAND ~~assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities~~PROCEDURES.

~~The Company’s~~Evaluation ~~financial instruments consist principally~~ of ~~cash,~~Disclosure ~~accounts~~Controls ~~payable,~~ and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. Procedures

hWe have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer/Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) ~~Inventory~~ and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of December 31, 2020. Based on such evaluation, we have concluded that, as of such date, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer/Principal Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.

~~Inventories are~~Management's ~~stated~~Report aton ~~the~~Internal ~~lower~~Control ofover ~~cost~~Financial and net realizable value. Cost is determined using the first in first out method and net realizable value is the estimated selling price less costs of disposal in the ordinary course of business. The cost of inventories includes direct costs plus shipping and packaging materials. Reporting

i)Our ~~Stock-based compensation~~ management is responsible for establishing and maintaining internal control over financial reporting for our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over our financial reporting includes those policies and procedures that:

~~In accordance with ASC No. 718, Compensation – Stock Compensation~~ (~~“ASC 718”~~1), ~~the~~pertain ~~Company~~to ~~measures~~ the ~~compensation~~maintenance ~~costs~~ of ~~share-based~~records ~~compensation~~that ~~arrangements~~in ~~based~~reasonable ondetail ~~the~~accurately ~~grant-date fair value~~ and ~~recognize~~fairy ~~the~~reflect ~~costs~~our ~~in the financial statements over the period during which employees are required to provide services~~transactions.

~~During the~~(2) ~~year~~provide ~~ended~~reasonable ~~December~~assurance ~~31,~~that ~~2022~~transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and ~~2021,~~that ~~there~~our ~~were~~receipts noand ~~stock~~expenditures ~~based~~are ~~awards~~being ~~issued~~made oronly ~~outstanding.~~in accordance with authorization of our management and directors; and

j(3) ~~Income~~ ~~taxes~~ provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

~~Income~~All ~~taxes~~internal ~~are~~control ~~determined~~systems, inno ~~accordance with~~matter ~~the~~how ~~provisions~~well ~~of ASC 740~~designed, ~~“Income~~have ~~Taxes”~~inherent ~~(“ASC 740”). Under this method~~limitations, ~~deferred~~including ~~tax assets and liabilities are recognized for~~ the ~~future~~possibility ~~tax~~of ~~consequences~~human ~~attributable~~error toor ~~differences~~circumvention ~~between~~through ~~the~~collusion ~~financial~~of ~~statement~~improper ~~carrying~~overriding ~~amounts~~ of ~~existing assets and liabilities and their respective tax basis~~controls. ~~Deferred~~Therefore, ~~tax~~even ~~assets~~those ~~and~~internal ~~liabilities~~control ~~are~~systems ~~measured~~determined ~~using enacted income tax rates expected~~ to ~~apply~~be toeffective ~~taxable~~can ~~income~~provide inonly ~~the~~reasonable ~~years~~assurance inwith ~~which~~respect ~~those temporary differences are expected~~ to befinancial ~~recovered~~statement ~~or settled~~preparation. ~~Any~~ ~~effect~~Further, onbecause ~~deferred tax assets and liabilities~~ of achanges ~~change~~ in ~~tax~~conditions, ~~rates~~the iseffectiveness ~~recognized~~of ininternal ~~income~~control inmay ~~the~~vary ~~period~~over ~~that includes the enactment date~~time.

~~ASC~~Our ~~740~~management ~~prescribes~~assessed athe ~~comprehensive~~effectiveness ~~model for~~of ~~how~~our ~~companies~~internal ~~should~~control ~~recognize,~~over ~~measure, present, and disclose in their~~ financial ~~statements~~reporting ~~uncertain~~as ~~tax~~of ~~positions~~December ~~taken~~31, or2020. In ~~expected to~~making beits ~~taken~~assessment onof ainternal ~~tax~~control ~~return.~~over ~~Under~~financial ~~ASC 740~~reporting, ~~tax~~management ~~positions~~used ~~must~~the ~~initially~~criteria beset ~~recognized~~forth inby the ~~financial~~Committee ~~statements~~of ~~when~~Sponsoring itOrganizations isof ~~more likely than not~~ the ~~position~~Treadway ~~will~~Commission be("COSO ~~sustained~~2013") ~~upon~~in ~~examination~~Internal-Control-Integrated byFramework ~~the~~and ~~tax~~implemented ~~authorities.~~a ~~Such~~process ~~tax~~to ~~positions~~monitor ~~must initially~~ and ~~subsequently~~assess ~~be measured~~both as the ~~largest~~design ~~amount~~and ofoperating ~~tax~~effectiveness ~~benefit~~of ~~that~~our ~~has~~internal acontrols. ~~greater~~Based ~~than~~on ~~50%~~this ~~likelihood~~assessment, ofmanagement ~~being~~believes ~~realized~~that ~~upon~~as ~~ultimate~~of ~~settlement~~December ~~with~~31, ~~the tax~~2020, ~~authority~~our ~~assuming~~internal ~~full~~control ~~knowledge~~over offinancial ~~the~~reporting ~~position~~was ~~and~~not ~~relevant facts~~effective.

~~For~~A ~~the~~material ~~years~~weakness ~~ended~~is ~~December~~a 31deficiency, ~~2022~~or ~~and 2021~~combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's ~~did~~annual ~~not~~or ~~have~~interim ~~any~~financial ~~interest~~statements ~~and~~will ~~penalties~~not ~~associated~~be ~~with~~prevented ~~tax~~or ~~positions~~detected on a timely basis. AsIn its assessment of the effectiveness of internal control over financial reporting as of December 31, ~~2022~~2020, the Company ~~did~~determined ~~not have~~that ~~any~~there ~~significant~~were ~~unrecognized~~control ~~uncertain~~deficiencies ~~tax~~that ~~positions~~constituted material weaknesses, as described below.

k(1) ~~Commitments~~ We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management's view that such a committee, including a financial expert member, is an utmost important entity level control over the Company's financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and ~~contingencies~~ does not include a member that is considered to be independent of management to provide the necessary oversight over management's activities

~~The Company follows ASC 440 & ASC 450, subtopic 450-~~20 of the FASB Accounting Standards Codification to report accounting for contingencies and commitments respectively. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If(2) ~~the~~We ~~assessment~~did ofnot amaintain ~~contingency~~enough ~~indicates that~~skilled itaccounting isresources ~~probable~~supporting ~~that~~the afinancial ~~material~~close ~~loss has been incurred~~ and ~~the~~reporting ~~amount~~processes ofto ~~the~~ensure ~~liability~~(i) ~~can~~changes beand ~~estimated,~~entry ~~then~~to ~~the~~spreadsheets ~~estimated~~utilized ~~liability would be accrued~~ in the ~~Company’s~~ financial ~~statements.~~reporting Ifprocess ~~the~~were ~~assessment~~properly ~~indicates~~reviewed, ~~that~~(ii) asignificant ~~potentially~~estimates ~~material~~and ~~loss~~judgments ~~contingency is~~were ~~not~~adequately ~~probable~~supported, ~~but~~reviewed, isapproved ~~reasonably~~and ~~possible,~~evaluated oragainst isactual ~~probable~~experiences, ~~but~~(iii) ~~cannot~~effective beand ~~estimated,~~timely ~~then~~analysis ~~the~~and ~~nature~~reconciliation of ~~the~~significant ~~contingent liability~~accounts, and an ~~estimate~~(iv) ofa ~~the~~proper ~~range~~review of ~~possible~~period ~~losses,~~close ifentries ~~determinable~~ and ~~material, would be disclosed.~~ procedures

19We have instituted remediation plan which involves reeducating our management, the accounting staff, and the administrative staff as to the elements of a completed sale. We increased the oversight of the process by increasing the frequency of involvement of outside accounting consultants. Internal systems are being put into place to track and document significant dates, such as delivery, installation and customer acceptance. In addition, the bookkeeping system has been modified so that all sales of extended warranties are automatically recorded as deferred revenue and that the amount of revenue that is ultimately recognized as warranty revenue is as the result of an analysis of the significant aspects of the warranty such as coverage and period.

~~CANNONAU~~Changes ~~CORP.~~in Internal Control Over Financial Reporting

~~NOTES~~Our TOmanagement ~~THE~~has ~~FINANCIAL~~evaluated, ~~STATEMENTS~~with the participation of our Chief Executive Officer/Chief Financial Officer, changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the fourth quarter of 2020. In connection with such evaluation, there have been no changes to our internal control over financial reporting that occurred since the beginning of our fourth quarter of 2020 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. While there have been no changes, we have assessed our internal controls as being deficient and will be taking steps beginning in 2021 to remedy such deficiencies.

~~DECEMBER~~ITEM ~~31,~~9B. ~~2022~~OTHER ~~AND 2021~~INFORMATION.

2.There ~~Summary~~are ofno ~~Significant~~further ~~Accounting Policies (continued)~~ disclosures.

k)PART ~~Commitments and contingencies (continued)~~III

~~Loss~~ITEM ~~contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed~~10. ~~Management does not believe~~DIRECTORS, ~~based~~ ~~upon~~EXECUTIVE ~~information~~OFFICERS ~~available~~AND atCORPORATE ~~this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows~~GOVERNANCE. ~~However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.~~

l)Directors ~~Reclassification~~ and Executive Officers

~~Certain~~The ~~prior~~following ~~period~~table ~~amounts~~includes ~~have been~~the ~~reclassified~~names toand ~~conform~~positions toheld of our executive officers and directors who served during the years ended December 31, 2022 and/or December 31, 2023 and their current ~~presentation.~~ages:

m) Recently Issued Accounting Guidance


NAME	AGE	POSITION	DIRECTOR SINCE

Markwin H. Maring	54	Chief Executive & Chief Financial Officer and Director	2023

~~The~~Markwin Company has evaluated all the recent accounting pronouncements through the date the financial statements were issued and filed with the Securities and Exchange Commission and believe that none of them will have a material effect on the company’s financial statementsH. Maring

3Markwin Maring (born 1970) is an entrepreneur and investor with a diverse portfolio spanning over three decades. ~~Share~~ ~~Capital~~ His journey commenced in 1989 with the establishment of his inaugural business venture in marketing & communications in Rotterdam, Netherlands.

~~Preferred~~In ~~stock~~the year 2000, Maring co-founded the MeesPierson Informal Opportunity Fund, an initiative under MeesPierson Private Wealth. This pivotal endeavor saw the formation of a diverse portfolio, encompassing renowned Dutch companies such as Van Dobben and Kwekkeboom croquettes, as well as Van Dijk Food and the medical imaging activities of Delft Instruments N.V., Oldelft & Rogan.

The Company is authorized to issue 10,000,000 shares of Preferred Stock, par value $.001 per share. As of September 30, 2022 and December 31, 2021, no shares of Preferred Stock were issued and outstanding.21

~~Common~~In ~~stock~~2007, Maring initiated the Concordia Fund, succeeding the MeesPierson Fund, with private bank F. van Lanschot as a cornerstone investor. However, the onset of the global financial crisis in 2008 prompted a shift in strategy as leveraged finance options dwindled. Concordia Fund subsequently consolidated operations, ceasing further investments in its portfolio.

~~The company~~Recognizing isthe ~~authorized~~need tofor ~~issue~~resilience ~~290~~and stability,~~000~~ Maring transitioned towards full captive financing in 2010,~~000~~ ~~shares~~establishing ata ~~par~~100% ~~value~~privately offinanced, $family-owned business.~~001~~ ~~per~~Since ~~share.~~then, Maring, alongside his family, has spearheaded the founding of various ventures, with a focus on diverse sectors including medtech, life science, financial & business services, energy, trading, automotive, web-retail, IC, circularity, and telecom.

~~On May~~In 212020, ~~2019~~Maring consolidated his activities in Switzerland, ~~the~~founding ~~Company~~Maring ~~issued~~Holdings ~~100~~AG in Switzerland. From its headquarters in Geneva,~~000,000~~ ~~shares~~Maring ofHoldings ~~common~~AG ~~stock~~continues to ~~settle~~expand $5its portfolio,~~000~~ inembracing ~~debt~~new ~~with~~opportunities aand ~~related party~~ventures.

~~On November~~INVOLVEMENT 5,IN ~~2019,~~CERTAIN ~~the~~LEGAL ~~Company purchased and retired into treasury 15,000,000 Common Shares from Luniel De Beer for $2,000.~~PROCEEDINGS

~~On January~~None ~~23,~~of ~~2020~~our directors, ~~the~~executive ~~Company~~officers ~~executed~~or acontrol ~~2,000~~persons tohas 1been ~~reverse~~involved ~~stock~~in ~~split. All~~any ~~shares~~of ~~and~~the ~~per~~legal ~~share~~proceedings ~~information~~required ~~has~~to ~~been~~be ~~retroactively adjusted~~disclosed toin ~~reflect~~Item ~~this~~401 ~~reverse~~of ~~stock~~Regulation ~~split~~S-K, during the past five years.

~~On February~~CORPORATE ~~25,~~GOVERNANCE ~~2020, convertible notes to related parties of $3,260 were converted into 9,055,556 shares of common stock.~~MATTERS

~~On March~~Audit ~~20, 2020, convertible notes of $4,370 were converted into 12,138,888 shares of common stock.~~Committee

~~On May~~The 29board of directors does not have an audit committee, ~~2020~~and the functions of the audit committee are currently performed by our Corporate Secretary, ~~convertible~~with ~~notes~~assistance toby ~~related~~expert ~~parties~~independent accounting personnel and oversight by the entire board of ~~$1,142~~directors. ~~were~~We ~~converted~~are ~~into~~not 30currently subject to any law,~~000,000~~ ~~shares~~rule ofor ~~common~~regulation ~~stock~~requiring that we establish or maintain an audit committee.

~~On July~~Board 6,of ~~2020,~~Directors ~~convertible~~Independence. Our ~~notes~~board toof ~~related~~directors ~~parties~~currently consists of ~~$6,858~~one ~~were~~member. ~~converted~~We ~~into~~are ~~180~~not currently subject to any law,~~473,684~~ ~~shares~~rule or regulation requiring that all or any portion of ~~common~~our ~~stock~~board of directors include "independent" directors.

~~On July~~Audit 21Committee Financial Expert. Our board of directors has determined that we do not have an audit committee financial expert serving on our audit committee within the meaning of Item 407(d)(5) of Regulation S-K. In general, ~~2020~~an "audit committee financial expert" is an individual member of the audit committee who (a) understands generally accepted accounting principles and financial statements, ~~convertible~~(b) ~~notes~~is able to ~~related~~assess ~~parties~~the general application of ~~$362~~such ~~were~~principles ~~converted~~in ~~into~~connection 9with accounting for estimates,~~526~~ accruals and reserves,~~316~~ ~~shares~~(c) ofhas ~~common~~experience ~~stock~~preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to the Company's financial statements, (d) understands internal controls over financial reporting and (e) understands audit committee functions.

OnWe ~~October~~have ~~2020, the Company~~not ~~issued~~yet 10replaced our former audit committee financial expert,~~597,222~~ tobut ~~the~~we ~~legal~~are ~~custodian~~engaged in finding a ~~private~~suitable ~~placement for $5,299~~replacement.

~~During~~Code ~~the year 2021, the Company issued 438,454 shares~~ of ~~common stock to its consultants against the consulting services rendered during the year.~~Ethics

AsWe have not adopted a code of ~~December~~ethics 31for our executive officers, ~~2022~~directors &and ~~2021~~employees. However, ~~the~~ ~~Company~~our ~~had~~management ~~241~~intends to promote honest and ethical conduct,~~815~~ full and fair disclosure in our reports to the SEC,~~632~~ ~~shares~~and ofcompliance ~~common~~with ~~stock~~applicable ~~issued~~governmental laws and ~~outstanding~~regulations.

20Nominating Committee

~~CANNONAU~~We ~~CORP~~have not yet established a nominating committee. Our board of directors, sitting as a board, performs the role of a nominating committee. We are not currently subject to any law, rule or regulation requiring that we establish a nominating committee.

~~NOTES~~Compensation ~~TO THE FINANCIAL STATEMENTS~~Committee

~~DECEMBER~~We 31have not established a compensation committee. Our board of directors, ~~2022~~sitting ~~AND~~as ~~2021~~a board, performs the role of a compensation committee. We are not currently subject to any law, rule or regulation requiring that we establish a compensation committee.

~~4. Income Taxes~~22

~~The~~SECTION ~~Company has~~ 16(a) ~~net~~BENEFICIAL ~~operating~~OWNERSHIP ~~loss~~REPORTING carried forward of approximately $3,788,168 available to offset taxable income in future years which commence expiring in fiscal 2027. The Company is subject to United States federal and state income taxes at an approximate rate of 21%. COMPLIANCE

~~There~~Section ~~was~~16(a) noof ~~income~~the ~~tax~~Securities ~~expense~~Exchange ~~for~~Act ~~the years~~of ~~ended~~1934 ~~December~~requires 31officers and directors, ~~2022~~and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and ~~2021~~changes in ownership with the Commission. ~~The~~Officers, ~~reconciliation~~directors and ~~the~~greater ~~tax~~than ~~effects~~ten percent beneficial owners are required by Commission regulations to furnish us with copies of ~~temporary~~all ~~differences~~forms ~~that~~they ~~give~~file ~~rise~~pursuant to ~~significant portions~~Section 16(a). Based solely on our review of the ~~net~~copies ~~deferred~~of ~~tax~~such ~~assets~~forms atreceived ~~the~~and ~~U.S.~~written ~~statutory~~representations ~~rate~~from reporting persons required to file reports under Section 16(a), all of ~~21%~~the atSection ~~December~~16(a) 31filing requirements applicable to such persons, ~~2022&~~with ~~2021~~respect ~~are~~to asfiscal ~~follows:~~year 2020, appear not to have been complied with to the best of our knowledge.

	December 31, 2022			December 31, 2021
Deferred tax assets
Net operating losses		(3,788,168	)	$	(3,702,218	)
Deferred tax liability
Net deferred tax assets		795,515			777,466
Less valuation allowance		(795,515	)		(777,466	)
Deferred tax asset - net valuation allowance		—		$	—

ITEM 11. EXECUTIVE COMPENSATION.

5None. ~~Related Party Transaction~~

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities and related parties consist of officers, shareholders and associated entities.

Name	Salary		Position

Markwin H. Maring	$	0		Chief Executive & Chief Financial Officer and Director

~~During~~SUMMARY ~~the~~COMPENSATION year ended December 31, 2022, related parties loaned the company $ 87,462 to pay for operating expenses. As at December 31, 2022 and 2021, the company owed its related parties $329,824 and $242,362 respectively. The loan is non-interest bearing, due upon demand and unsecured. TABLE

6. Commitments and Contingencies

Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Nonequity Incentive Plan Compen- sation ($)		Non- Qualified Deferred Compen- sation Earnings ($)		All Other Compen- sation ($)		Total ($)

Marwin H. Maring	2023	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
(Chief Executive & Chief Financial Officer and Director

InEMPLOYMENT ~~response~~CONTRACTS toAND ~~the~~TERMINATION ~~COVID-19~~OF ~~pandemic,~~EMPLOYMENT ~~the Coronavirus~~AND ~~Aid,~~CHANGE-IN-CONTROL Relief and Economic Security Act (“CARES Act”) was signed into law in March 2020. The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”). Corporate taxpayers may carryback net operating losses (NOLs) originating between 2018 and 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for 2019 and 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act.ARRANGEMENTS

In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation. The enactment of the CARES Act did not result in any material adjustments to our income tax provision.None

~~7. Subsequent~~Directors ~~Events~~Compensation

~~The~~No ~~company~~director ~~has~~received ~~evaluated~~compensation ~~subsequent events~~ for ~~recognition~~services ~~and~~rendered ~~disclosure~~in ~~through~~any ~~February25,~~capacity ~~2023~~to ~~which~~us isduring the ~~date~~fiscal ~~the~~years ~~financial~~ended ~~statements~~December ~~were~~31, ~~available~~2022 ~~to be issued~~ and ~~has determined~~December ~~that~~31, ~~there are no items to disclose~~2023.

21Indemnification of Directors and Officers

~~ITEM~~Our 9Articles of Incorporation, as amended and restated, and our Bylaws provide for mandatory indemnification of our officers and directors, except where such person has been adjudicated liable by reason of his negligence or willful misconduct toward the Company or such other corporation in the performance of his duties as such officer or director. ~~CHANGES~~Our INBylaws ~~AND~~also ~~DISAGREEMENTS~~authorize ~~WITH ACCOUNTANTS~~the ONpurchase ~~ACCOUNTING~~of ~~AND~~director ~~FINANCIAL~~and ~~DISCLOSURE~~officer liability insurance to insure them against any liability asserted against or incurred by such person in that capacity or arising from such person's status as a director, officer, employee, fiduciary, or agent, whether or not the corporation would have the power to indemnify such person under the applicable law.

~~None.~~23

~~ITEM~~Compensation ~~9A.~~Committee ~~CONTROLS AND~~Interlocks ~~PROCEDURES.~~ and Insider Participation

~~Evaluation~~We ofhave ~~Disclosure~~not ~~Controls~~established ~~and~~a ~~Procedures~~compensation committee. We are not currently subject to any law, rule or regulation requiring that we establish a compensation committee.

WeITEM have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer/Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of December 31, 202112. ~~Based~~SECURITY onOWNERSHIP ~~such~~OF ~~evaluation,~~CERTAIN weBENEFICIAL ~~have~~OWNERS ~~concluded~~AND ~~that,~~MANAGEMENT asAND ofRELATED ~~such~~STOCKHOLDER date, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer/Principal Financial Officer, as appropriate, to allow timely discussions regarding required disclosureMATTERS.

~~Management~~The following tables set forth information as of December 31, 2023 regarding the beneficial ownership of our common stock each stockholder who is known by the Company to own beneficially in excess of 5% of our outstanding common stock; each director known to hold common or preferred stock; the Company's ~~Report~~chief onexecutive ~~Internal~~officer; ~~Control~~and the ~~over~~executive ~~Financial Reporting~~officers and directors as a group. Except as otherwise indicated, all persons listed below have (i) sole voting power and investment power with respect to their shares of stock, except to the extent that authority is shared by spouses under applicable law, and (ii) record and beneficial ownership with respect to their shares of stock.

Our management is responsible for establishing and maintaining internal control over financial reporting for our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over our financial reporting includes those policies and procedures that:

NUMBER OF
SHARES

PERCENT OF
SHARES

NAME AND ADDRESS OF

TITLE

BENEFICIALLY

BENEFICIAL OWNER

OF CLASS

OWNED

Markwin H. Maring

Common

220,050,000

91.0

Rue de la Corraterie 5

1204 Geneva

Switzerland

All Directors and officers as a group (1 member)

Common

220,050,000

91.0

~~(1)~~The ~~pertain~~above totable reflects share ownership as of the ~~maintenance~~most recent date. Each share of ~~records~~common ~~that~~stock inhas ~~reasonable~~one ~~detail~~vote ~~accurately~~per ~~and~~share ~~fairy~~on ~~reflect~~all matters submitted to a vote of our ~~transactions~~shareholders.

(2)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and
(3)		provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

~~All~~We ~~internal~~do ~~control~~not ~~systems,~~have noa ~~matter~~specific ~~how~~policy ~~well~~or ~~designed, have~~procedure ~~inherent~~for ~~limitations~~the review, ~~including~~approval, ~~the~~or ~~possibility~~ratification of ~~human~~any ~~error~~transaction orinvolving ~~circumvention~~related ~~through~~persons. ~~collusion~~We ofhistorically ~~improper~~have ~~overriding~~sought ofand ~~controls. Therefore~~obtained funding from officers, ~~even~~directors, ~~those~~and ~~internal~~family ~~control~~members ~~systems~~as ~~determined~~these tocategories beof ~~effective~~persons ~~can~~are familiar with our management and often provide ~~only~~better ~~reasonable~~terms ~~assurance~~and ~~with~~conditions ~~respect~~than towe ~~financial statement~~can ~~preparation~~obtain from unassociated sources. ~~Further~~Also, ~~because~~we ofare ~~changes~~so insmall ~~conditions,~~that ~~the~~having ~~effectiveness~~specific ofpolicies ~~internal~~or ~~control~~procedures ~~may~~of ~~vary~~this ~~over~~type ~~time~~would be unworkable.

~~Our~~ITEM ~~management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022~~14. InPRINCIPAL ~~making~~ACCOUNTANT ~~its~~FEES ~~assessment~~AND of internal control over financial reporting, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO 2013") in Internal-Control-Integrated Framework and implemented a process to monitor and assess both the design and operating effectiveness of our internal controlsSERVICES. ~~Based on this assessment, management believes that as of December 31, 2022, our internal control over financial reporting was not effective.~~

AThe ~~material~~following ~~weakness~~table isshows ~~a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of~~ the ~~Company's~~fees ~~annual~~paid or ~~interim~~accrued ~~financial~~for ~~statements will not be prevented or detected on a timely basis. In its assessment of~~ the ~~effectiveness~~ ofaudit ~~internal~~and ~~control~~other ~~over~~services ~~financial~~provided ~~reporting~~by asour ofindependent ~~December~~registered ~~31,~~public ~~2022,~~accounting ~~the Company determined that there were control deficiencies that constituted material weaknesses, as described below~~firm.

		2023		2022
Audit fees	$	2,500	$	2,500
Audit related fees		0		0
Tax fees		0		0
All other fees		0		0

(1) We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management's view that such a committee, including a financial expert member, is an utmost important entity level control over the Company's financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management's activities24

~~(2)~~Audit We did not maintain enough skilled accounting resources supporting the financial close and reporting processes to ensure (i) changes and entry to spreadsheets utilized in the financial reporting process were properly reviewed, (ii) significant estimates and judgments were adequately supported, reviewed, approved and evaluated against actual experiences, (iii) effective and timely analysis and reconciliation of significant accounts, and (iv) a proper review of period close entries and proceduresFees

WeAudit ~~have~~fees ~~instituted~~represent ~~remediation plan which involves reeducating our management,~~ the ~~accounting~~professional ~~staff,~~services ~~and~~rendered ~~the~~for ~~administrative staff as to~~ the ~~elements~~audit of aour ~~completed~~annual ~~sale.~~financial Westatements ~~increased~~and the ~~oversight~~ ofreview ~~the process by increasing the frequency~~ of ~~involvement~~our offinancial ~~outside~~statements ~~accounting~~included ~~consultants.~~in ~~Internal~~quarterly ~~systems are being put into place to track and document significant dates~~reports, ~~such~~along aswith ~~delivery,~~services ~~installation~~normally ~~and~~provided ~~customer~~by ~~acceptance. In addition,~~ the ~~bookkeeping system~~accountant ~~has~~in ~~been~~connection ~~modified~~with sostatutory ~~that all sales of extended warranties are automatically recorded as deferred revenue~~ and ~~that~~regulatory ~~the~~filings ~~amount~~or ~~of revenue that is ultimately recognized as warranty revenue is as the result of an analysis of the significant aspects of the warranty such as coverage and period~~engagements.

~~Changes~~Audit inRelated ~~Internal Control Over Financial Reporting~~Fees

~~Our~~Audit-related ~~management~~fees ~~has~~represent ~~evaluated,~~professional ~~with~~services ~~the~~rendered ~~participation of~~for ~~our~~assurance ~~Chief~~and ~~Executive~~related ~~Officer/Chief~~services ~~Financial~~by ~~Officer,~~the ~~changes~~principal inaccountant ~~our~~that ~~internal~~are ~~controls~~reasonably ~~over~~related ~~financial~~to ~~reporting~~the ~~(as~~performance ~~defined in Rule 13a-15(f)~~ of the ~~Exchange~~audit ~~Act)~~or ~~during~~review ~~the fourth quarter~~ of ~~2022. In connection with such evaluation, there have been no changes to~~ our ~~internal~~ ~~control over~~ financial ~~reporting~~statements that ~~occurred since the beginning of our fourth quarter of 2021 that have materially affected or~~ are ~~reasonably~~not ~~likely~~reported tounder ~~materially~~audit ~~affect our internal control over financial reporting~~fees. ~~While there have been no changes, we have assessed our internal controls as being deficient and will be taking steps beginning in 2023 to remedy such deficiencies.~~

~~ITEM~~Tax ~~9B. OTHER INFORMATION.~~ Fees

~~There~~Tax ~~are~~fees norepresent ~~further~~professional ~~disclosures~~services rendered by the principal accountant for tax compliance, tax advice, and tax planning.

23All Other Fees

~~PART~~All ~~III~~other fees represent fees billed for products and services provided by the principal accountant, other than the services reported for the other categories.

~~ITEM~~PRE-APPROVAL ~~10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.~~ POLICIES

~~Directors~~Our audit committee does not rely on pre-approval policies and ~~Executive~~procedures. ~~Officers~~Typically, Management has sought out audit firm candidates and presented them to the audit committee. Before the auditor renders audit and non-audit services our board of directors approves the engagement.

~~The~~PART ~~following table includes the names and positions held of our executive officers and directors who served during the years ended December 31, 2021 and/or December 31, 2022 and their current ages:~~IV

NAME		AGE		POSITION		DIRECTOR SINCE
Carman J. Carbona		59		Chief Executive & Chief Financial Officer and Director		2018

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

~~Carmen~~The ~~Joseph~~following ~~Carbona~~ exhibits are filed as part of this Form 10-K:

Carmen Joseph Carbona, 56, has been employed by Health Direct, a division of Kinney Drugs, since 2005 as a Pharmaceutical Representative providing hospitals, nursing homes, group homes and clinics with pharmaceutical supplies.

31.1	Rule 13a-15(e)/15d-15(e) Certification by the Chief Executive Officer *

31.2	Rule 13a-15(e)/15d-15(e) Certification by the Chief Financial Officer *

32.1	Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

32.2	Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

~~INVOLVEMENT~~*Filed ~~IN CERTAIN LEGAL PROCEEDINGS~~herewith

~~None of our directors, executive officers or control persons has been involved in any of the legal proceedings required to be disclosed in Item 401 of Regulation S-K, during the past five years.~~SIGNATURES

~~CORPORATE~~In ~~GOVERNANCE~~accordance ~~MATTERS~~with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on April 12, 2024.

~~Audit~~Cannonau ~~Committee~~Corp. By: / s/ Markwin H. Maringa Markwin H. Maring Chief Executive Officer (Principal executive officer)

The board of directors does not have an audit committee, and the functions of the audit committee are currently performed by our Corporate Secretary, with assistance by expert independent accounting personnel and oversight by the entire board of directors. We are not currently subject to any law, rule or regulation requiring that we establish or maintain an audit committee.25

Board of Directors Independence. Our board of directors currently consists of one member. We are not currently subject to any law, rule or regulation requiring that all or any portion of our board of directors include "independent" directors.

Audit Committee Financial Expert. Our board of directors has determined that we do not have an audit committee financial expert serving on our audit committee within the meaning of Item 407(d)(5) of Regulation S-K. In general, an "audit committee financial expert" is an individual member of the audit committee who (a) understands generally accepted accounting principles and financial statements, (b) is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves, (c) has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to the Company's financial statements, (d) understands internal controls over financial reporting and (e) understands audit committee functions.

Code of Ethics

We have not adopted a code of ethics for our executive officers, directors and employees. However, our management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations.

Nominating Committee

We have not yet established a nominating committee. Our board of directors, sitting as a board, performs the role of a nominating committee. We are not currently subject to any law, rule or regulation requiring that we establish a nominating committee.

Compensation Committee

We have not established a compensation committee. Our board of directors, sitting as a board, performs the role of a compensation committee. We are not currently subject to any law, rule or regulation requiring that we establish a compensation committee.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Commission. Officers, directors and greater than ten percent beneficial owners are required by Commission regulations to furnish us with copies of all forms they file pursuant to Section 16(a). Based solely on our review of the copies of such forms received and written representations from reporting persons required to file reports under Section 16(a), all of the Section 16(a) filing requirements applicable to such persons, with respect to fiscal year 2022, appear not to have been complied with to the best of our knowledge.

ITEM 11. EXECUTIVE COMPENSATION.

None.

Name		Salary				Position
Carman J. Carbona		$	0				As Chief Executive & Chief Financial Officer and Director

SUMMARY COMPENSATION TABLE ‡

Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Nonequity Incentive Plan Compen- sation ($)		Non- Qualified Deferred Compen- sation Earnings ($)		All Other Compen- sation ($)		Total ($)
Carman J. Carbona	2021	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
(Chief Executive & Chief Financial Officer and Director	2022	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS

None

Directors Compensation

No director received compensation for services rendered in any capacity to us during the fiscal years ended December 31, 2021 and December 31, 2022.

Indemnification of Directors and Officers

Our Articles of Incorporation, as amended and restated, and our Bylaws provide for mandatory indemnification of our officers and directors, except where such person has been adjudicated liable by reason of his negligence or willful misconduct toward the Company or such other corporation in the performance of his duties as such officer or director. Our Bylaws also authorize the purchase of director and officer liability insurance to insure them against any liability asserted against or incurred by such person in that capacity or arising from such person's status as a director, officer, employee, fiduciary, or agent, whether or not the corporation would have the power to indemnify such person under the applicable law.

Compensation Committee Interlocks and Insider Participation

We have not established a compensation committee. We are not currently subject to any law, rule or regulation requiring that we establish a compensation committee.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following tables set forth information as of December 31, 2022 regarding the beneficial ownership of our common stock each stockholder who is known by the Company to own beneficially in excess of 5% of our outstanding common stock; each director known to hold common or preferred stock; the Company's chief executive officer; and the executive officers and directors as a group. Except as otherwise indicated, all persons listed below have (i) sole voting power and investment power with respect to their shares of stock, except to the extent that authority is shared by spouses under applicable law, and (ii) record and beneficial ownership with respect to their shares of stock.

NUMBER OF SHARES

PERCENT OF SHARES

NAME AND ADDRESS OF

TITLE

BENEFICIALLY

BENEFICIAL OWNER

OF CLASS

OWNED

Carman J. Carbona

Common

937 Old Seneca Turnpike

Skaneateles, NY 13152

All Directors and officers as a group (1 member)

Common

The above table reflects share ownership as of the most recent date. Each share of common stock has one vote per share on all matters submitted to a vote of our shareholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

We do not have a specific policy or procedure for the review, approval, or ratification of any transaction involving related persons. We historically have sought and obtained funding from officers, directors, and family members as these categories of persons are familiar with our management and often provide better terms and conditions than we can obtain from unassociated sources. Also, we are so small that having specific policies or procedures of this type would be unworkable.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following table shows the fees paid or accrued for the audit and other services provided by our independent registered public accounting firm.

		2022		2021
Audit fees	$	15,830	$	2,500
Audit related fees		0		0
Tax fees		0		0
All other fees		0		0

Audit Fees

Audit fees represent the professional services rendered for the audit of our annual financial statements and the review of our financial statements included in quarterly reports, along with services normally provided by the accountant in connection with statutory and regulatory filings or engagements.

Audit Related Fees

Audit-related fees represent professional services rendered for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.

Tax Fees

Tax fees represent professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.

All Other Fees

All other fees represent fees billed for products and services provided by the principal accountant, other than the services reported for the other categories.

PRE-APPROVAL POLICIES

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors before the respective services were rendered. Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following exhibits are filed as part of this Form 10-K:

31.1	Rule 13a-15(e)/15d-15(e) Certification by the Chief Executive Officer *
31.2	Rule 13a-15(e)/15d-15(e) Certification by the Chief Financial Officer *
32.1	Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
32.2	Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

*Filed herewith

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 3, 2023

Cannonau Corp. By: / s/ Carmen J. Carbona Carmen J. Carbona Chief Executive Officer (Principal executive officer)

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