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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, ~~2020~~ 2021

☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to __________

Commission file number: 000-1144546

~~FICAAR~~HFactor, ~~INC~~Inc.

(Exact name of registrant as specified in its charter)

Georgia (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

Georgia		58-2634747
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~257~~244 Madison ~~Varet Street~~Ave, ~~Brooklyn,~~ ~~New York 11206~~#1249

New York, NY 10016

(Address of principal executive offices)

~~Registrant’s telephone number, including area code:~~ (~~212~~516) ~~719~~ 647-~~5290~~ 5171

~~Securities~~(Registrant’s ~~registered pursuant to Section~~telephone ~~12(b)~~number, ofincluding ~~the~~area ~~Act: None.~~code)

~~Title of each class Trading Symbol(s) Name of each exchange on which registered Ficaar, Inc. /Common Stock FCAAA OTCMARKETS-PINK~~_______________________________________

(Former name or former address, if changed since last report).

Securities registered pursuant to Section 12(b) of the Act:

Title of Class		Trading Symbol(s)		Name of each exchange on which registered/
HFactor, Inc. Common Stock		HWTR		OTC Markets: PINK

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

Common Stock

(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 ☒

Indicate by check mark whether the registrant (1) has filed all reports 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate by check mark whether the registrant is a large 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 pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

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

The aggregate market value of the voting ~~stock~~ stock held by non-affiliates of the registrant, based upon the closing sale price of the registrant’s common stock on ~~June 30,~~March ~~2020~~29, 2022, was $~~(Not Available)~~112,462,274.

As of ~~April~~March 629, ~~2021,~~2022 ~~2021,~~ the Registrant had 4448,~~093~~356,~~276 issued~~164 issued and outstanding shares of common stock.

~~Documents~~HFactor, ~~incorporated by reference:~~Inc.

~~None~~FORM 10-K

TABLE OF CONTENTS

PART I	~~PART I~~
Item 1.	Business	1
Item 1	Business	1
Item 1A.	Risk Factors	5
Item 1A	Risk Factors	6
Item 1B.	Unresolved Staff Comments	10
Item 1B	Unresolved Staff Comments	6
Item 2.	Properties	10
Item 2	Properties	6
Item 3.	Legal Proceedings	10
Item 3	Legal Proceedings	6
Item 4.	Mine Safety Disclosures	10
Item 4	Mine Safety Disclosures	6
PART II	~~PART II~~
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7
Item 6.	Selected Financial Data	11
Item 6	Selected Financial Data	7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	8
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	18
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	11
Item 8.	Financial Statements and Supplementary Data	F-1
Item 8	Financial Statements and Supplementary Data	11
Item 9.	Changes In and Disagreements With Accountants On Accounting and Financial Disclosure	19
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	12
Item 9A.	Controls and Procedures	19
Item 9A	Controls and Procedures	12
Item 9B.	Other Information	19
Item 9B	Other Information	12
	PART III
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	12
Item 10.	Directors, Executive Officers and Corporate Governance	20
PART III
Item 11.	Executive Compensation	21
Item 10	Directors, Executive Officers, and Corporate Governance	13
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	22
Item 11	Executive Compensation	15
Item 13.	Certain Relationships and Related Transactions and Director Independence	23
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	16
Item 14.	Principal Accounting Fees and Services	23
Item 13	Certain Relationships and Related Transactions, and Director Independence	16
	PART IV
Item 14	Principal Accounting Fees and Services	16
Item 15.	Exhibits, Financial Statement Schedules	24
Item 15	Exhibits, Financial Statement Schedules	17
SIGNATURES		25

CAUTIONARY ~~STATEMENT~~NOTE ONREGARDING FORWARD-LOOKING ~~INFORMATION~~ STATEMENTS

This Annual Report on Form 10-K, ~~(this~~with ~~“Report”)~~the accompanying ~~contains~~Financial ~~“forward-looking~~Statements ~~statements”~~and ~~within~~Notes ~~the~~to ~~meaning~~Financial ofStatements ~~Section~~contain ~~27A~~forward-looking ofstatements ~~the~~that ~~Securities~~discuss, ~~Act~~among ofother ~~1933~~things, asfuture ~~amended (the~~expectations ~~“Securities Act”),~~ and ~~Section~~projections ~~21E~~regarding offuture ~~the~~developments, ~~Securities~~operations ~~Exchange~~and ~~Act~~financial ofconditions. ~~1934,~~All asforward-looking ~~amended~~statements ~~(the~~are ~~“Exchange~~based ~~Act”).~~on management’s ~~Forward-looking~~existing ~~statements~~beliefs ~~discuss~~about ~~matters~~present ~~that~~and ~~are~~future ~~not~~events ~~historical~~outside ~~facts.~~of ~~Because~~management’s ~~they~~control ~~discuss~~and ~~future~~on ~~events~~assumptions orthat ~~conditions,~~may ~~forward-looking statements~~prove ~~may~~to ~~include~~be ~~words~~incorrect. Words such as “~~anticipate,~~expects” ~~“believe~~,” “~~estimate,~~intends” ~~“intend~~,~~” “could,”~~ “~~should,~~anticipates” ~~“would~~,” “~~may,~~believes” ~~“seek~~,” “~~plan,~~estimates” ~~“might~~,” “~~will,~~assumes” ~~“expect~~,” “~~predict,~~projects” ~~“project,”~~and ~~“forecast,”~~similar ~~“potential,” “continue”~~expressions ~~negatives~~are ~~thereof~~intended orto ~~similar~~identify ~~expressions.~~such ~~Forward~~forward-looking statements. ~~speak~~You ~~only as of the date they are~~should ~~made,~~not ~~are~~rely ~~based~~solely on ~~various underlying assumptions and current expectations about~~ the ~~future~~forward-looking ~~and are not guarantees. Such~~ statements ~~involve~~ ~~known~~ and ~~unknown~~should ~~risks,~~consider all uncertainties and ~~other~~risks ~~factors~~throughout ~~that~~this ~~may~~Annual ~~cause~~Report ~~our~~on ~~actual results~~Form 10-K, ~~level~~including ofthose ~~activity,~~described ~~performance or~~under ~~achievement~~“Risk toFactors”. beThese ~~materially~~statements ~~different~~are ~~from~~based ~~the~~on ~~results~~information ofcurrently ~~operations~~available, orand we ~~plans~~undertake ~~expressed~~no orobligation ~~implied~~to byupdate ~~such~~any forward-looking ~~statements~~ statement as circumstances change.

WeWhen ~~cannot~~this ~~predict~~report ~~all~~uses ~~risks and uncertainties. Accordingly, such information should not be regarded as representations that~~ the ~~results~~words ~~or conditions described in such statements will occur or that our objectives and plans will be achieved and~~ “we ~~do not assume any responsibility for the accuracy or completeness~~,” of“us,” ~~any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of~~ “our,” ~~operations~~“HFactor”, ~~including statements about potential acquisition~~ or ~~merger~~the ~~targets; business strategies; future cash flows; financing plans; plans and objectives of management~~“Company,” ~~any~~they ~~other~~refer ~~statements regarding~~to ~~future acquisitions~~HFactor, ~~future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts~~Inc.

Some factors that might cause such differences are described in the section entitled “Risk Factors” in this Report and in other documents that we file from time to time with the Securities and Exchange Commission (“SEC”), which factors include, without limitation, the following:

● Competition from other similar companies;

● Regulatory limitations on the products we can offer and markets we can serve;

● Other changes in the regulation of medical and recreational cannabis use;

● Changes in underlying consumer behavior, which may affect the business of our customers;

● Our ability to access adequate financing on reasonable terms and our ability to raise additional capital in order to fund our operations;

● Challenges with new products, services and markets; and

● Fluctuations in the credit markets and demand for credit.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

The following description of the business of Ficaar Inc. should be read in conjunction with the information included elsewhere in this Report. Unless the context indicates otherwise, references to the words “we,” “us,” “our,” “Ficaar,” and the “Company” in this Report refer to Ficaar Inc.

PART I

ITEM 1. BUSINESS

~~Our~~Company ~~Corporate~~Overview ~~History~~ and ~~Background~~Plan of Operation

~~Ficaar~~HFactor, Inc. ("HFactor", "Ficaar", the “"Company”", "we", "us") was incorporated in July 2001 in the State of Georgia under the name OwnerTel, Inc. The name of the Company was changed to Ficaar, Inc. in December of 2007. ~~The~~Effective ~~Company~~November ~~operates its business through its wholly owned subsidiary~~8, ~~STANDARD CANNA~~2021, ~~INC.~~the ~~(“Standard”), a~~Company's ~~Florida~~name ~~corporation~~was ~~formed in 2014, and its wholly owned subsidiaries, STANDARD CULTIVATION SYSTEMS INC., a Colorado corporation~~changed ~~formed~~to ~~in 2014~~HFactor, ~~and STANDARD PROPERTY GROUP INC~~Inc.~~, a California corporation formed in 2014; and PRECIOUS HOLDINGS, INC. formed in April of 2011 in the state of Delaware.~~

~~The~~In August 2012, certain shareholders of the Company’ representing a majority of the issued and outstanding stock of the Company entered into an agreement and consummated such agreement with Sneaker Charmz, Inc. ("Sneaker Charmz"), a Delaware corporation, whereby 72,020,000 shares of common stock of were assigned by the Shareholders to Sneaker Charmz. Thereafter, Sneaker Charmz, , and David Cicalese consummated a transaction where the shares of common stock of owned by Sneaker Charmz were transferred and assigned to Mr. Cicalese, and Mr. Cicalese's ~~fiscal~~ownership ~~year~~of ~~end~~Sneaker isCharmz ~~December~~to 31the Company. Thus, Sneaker Charmz became a wholly owned subsidiary of the Company and Mr. Cicalese owned 85% of the total issued and outstanding common stock of the Company.

In ~~August~~January ~~2012~~2014, ~~certain~~Mr. ~~shareholders~~Cicalese, ~~of the Ficaar (the “Shareholders”)~~President, ~~representing~~ a ~~majority~~ member of the ~~issued~~Board ~~and outstanding common stock~~ of ~~Ficaar~~Directors, ~~entered into an agreement~~ and ~~consummated~~the ~~such~~majority ~~agreement~~shareholder ~~with~~of ~~Sneaker~~the ~~Charmz~~Company, ~~Inc.,~~contributed a100 ~~Delaware corporation~~shares, ~~whereby~~representing ~~72,020,000~~all ~~shares~~ of ~~common~~ ~~stock of Ficaar was assigned by~~ the ~~Shareholders~~issued ~~to Sneaker Charmz. Thereafter, Sneaker Charmz, Ficaar~~ and ~~David Cicalese~~outstanding ~~consummated~~equity ~~a transaction where the shares~~ of ~~common~~Precious ~~stock~~Holdings, ofInc., ~~Ficaar~~a ~~owned~~Delaware bycorporation, ~~Sneaker Charmz were transferred and assigned~~ to ~~Mr. Cicalese~~the ~~and Mr~~Company. ~~Cicalese transferred his ownership of Sneaker Charmz to Ficaar.~~ Thus, ~~Sneaker~~Precious ~~Charmz~~Holdings, Inc. became a wholly owned subsidiary of ~~Ficaar and Mr. Cicalese owned 85% of~~ the ~~total issued and outstanding common stock of Ficaar~~Company.

InOn ~~January~~November 16, 2014, ~~Mr.~~in ~~David~~exchange ~~Cicalese,~~for ~~President~~110,000 ashares ~~member~~ of ~~the~~our ~~Board~~common ofstock, ~~Directors~~we ~~and~~acquired ~~majority~~100% ~~shareholder~~ of ~~Ficaar,~~the ~~contributed~~outstanding ~~100~~common ~~shares~~stock of ~~Precious~~Standard ~~Holdings~~Canna, Inc. ("Standard"), a ~~Delaware~~Florida corporation, ~~which~~and ~~consists~~its ofwholly ~~all~~owned ofsubsidiaries, ~~the~~Standard ~~issued~~Cultivation ~~and~~Systems, ~~outstanding~~Inc., ~~equity~~a ofColorado ~~Precious Holdings~~corporation, and Standard Property Group, Inc. ~~Thus~~, ~~Precious~~a ~~Holdings~~California ~~Inc~~corporation. ~~became~~ This acquisition was pursuant to a ~~wholly~~Transfer ~~owned~~Agreement ~~subsidiary~~by ofand among the Company and Jonas Zetzel, sole shareholder of Standard.

On ~~November~~July 1628, ~~2014~~2015, wethe ~~acquired~~Company ~~100%~~transferred its ofownership ~~the~~in ~~outstanding~~Sneaker ~~common~~Charmz ~~stock~~to ofDavid ~~STANDARD CANNA~~Cicalese, ~~INC.~~our ~~(“Standard”),~~sole aofficer ~~Florida~~and ~~corporation,~~director and ~~its~~majority ~~wholly~~shareholder, ~~owned~~in ~~subsidiaries~~exchange for 42,000,000 shares ~~STANDARD~~of ~~CULTIVATION~~our ~~SYSTEMS~~common ~~INC.~~stock, awhich ~~Colorado~~reduced ~~corporation;~~Mr. ~~and~~Cicalese's ~~STANDARD~~share ~~PROPERTY~~ownership ~~GROUP~~of ~~INC.,~~the aCompany ~~California~~to ~~corporation~~30, ~~in exchange for 110~~020,000 shares of ~~our~~Company ~~common~~Common ~~stock~~Stock. ~~pursuant~~In toJuly 2015, the Board of Directors and shareholders representing a ~~Transfer~~majority ~~Agreement~~of (the ~~“Agreement”),~~issued by and ~~among,~~outstanding common stock of the Company appointed Dawn Cames as President of the Company and ~~Jonas~~a ~~Zetzel~~member of its Board of Directors. In connection with Ms. Cames appointment, ~~sole~~she ~~shareholder~~was issued 1,300,000 shares of ~~Standard~~Company common stock.

In addition, on July 28, 2015, the Company transferred its ownership in Sneaker Charmz, Inc., a Delaware corporation, to David Cicalese, our sole officer and director and majority shareholder in exchange for 42,000,000 shares of our common stock. Thus reducing Mr. Cicalese’s share ownership of the Company from 72,020,000 to 30,020,000 shares of our common stock.

The business of the Company, operating through its wholly owned subsidiary, Standard, is the purchase, development and operation of growing space and related facilities and leasing the facilities to marijuana growers and dispensary owners for their operations in jurisdictions where such operations are consistent with state and local law.

In July 2015, the Board of Directors and shareholders representing a majority of the issued and outstanding common stock of the Company appointed Dawn Cames as President of the Company and a member of its Board of Directors. In connection with Ms. Cames appointment, she was issued 1,300,000 shares of common stock of the Company.

Our stock currently is quoted on OTC Markets under the symbol “FCAA”.

~~Corporate~~On ~~Structure~~May 28, 2021, David Cicalese entered into an agreement with Gail Levy whereby Cicalese agreed to sell 29,900,000 shares, representing a majority interest in , to Levy. Acting as the majority shareholder of the Company, Levy then caused to enter into an Agreement and Plan of Merger (the "Merger Agreement") between the Company, FCAA Merger Sub I, Inc. ("Merger Sub"), a Delaware corporation and wholly owned subsidiary, and HyEdge, Inc. ("Target" or "HyEdge"), a Delaware corporation, wherein Merger Sub and Target would merge, with Target surviving the transaction as a wholly owned subsidiary (the "Merger"). The Merger Agreement was executed on August 6, 2021 and the Merger closed on August 9, 2021. The Merger effected a change in control and was accounted for as a "reverse acquisition" whereby Target is the accounting acquiror for financial statement purposes. Accordingly, for all periods subsequent to the Closing Date, the financial statements of the Company reflect the historical financial statements of HyEdge and any operations of the Company subsequent to the Merger.

WeImmediately ~~operate~~following ~~through~~the ~~our five wholly owned subsidiaries: (a) Standard Canna~~Merger, ~~Inc.~~the ~~(“Standard”), a Florida corporation, (b) Standard Cultivation Systems Inc.,~~business aof ~~Colorado~~HyEdge ~~corporation~~became ~~(c)~~our ~~Standard Property Group Inc~~business.~~, a California corporation (d) Precious Holdings, Inc. a Delaware Corporation and; (e) Sneaker Charmz, Inc., a Delaware corporation.~~

~~Our Products and Services~~Overview

The ~~business~~Company ofoperates ~~the~~primarily ~~Company, operating~~ through HyEdge, its wholly owned subsidiary, ~~Standard,~~manufacturing isand ~~the~~distributing ~~purchase,~~HFactor ~~development~~water. ~~and~~HFactor ~~operation~~water ofwas ~~growing~~created ~~space~~by ~~and~~Gail ~~related~~Levy, ~~facilities~~ HyEdge's founder and CEO. ~~leasing~~Gail ~~the~~is ~~facilities~~a tosuccessful ~~marijuana~~serial ~~growers~~entrepreneur ~~and~~who ~~dispensary~~was ~~owners~~looking for ~~their~~a ~~operations~~new inproduct ~~jurisdictions~~that ~~where~~could ~~such~~alleviate ~~operations~~the toxic side effects of the cancer ~~are~~chemotherapeutic ~~consistent~~drugs ~~with~~that ~~state~~had riddled a dear friend. As she researched the properties of hydrogen water, she became more and ~~local~~more ~~law~~enthralled by its potential.

WeMs. ~~plan~~Levy tofelt ~~provide~~she ~~services~~could ~~and~~honor ~~solutions~~her friend by making tohydrogen ~~the~~water ~~regulated~~immaculate, ~~cannabis~~effective, ~~industry~~and ~~throughout~~accessible ~~the~~to ~~United~~everyone. ~~States~~Enlivened by ~~acquiring~~this ~~and~~mission, ~~developing~~she ~~growing~~collected ~~space~~a ~~and~~team ~~related~~of ~~facilities and~~experts ~~leasing~~to ~~areas~~help her ~~within~~engineer ~~our~~a ~~facilities~~natural process to ~~marijuana~~combine ~~growers~~hydrogen ~~and~~with ~~dispensary~~water ~~owners~~with ~~for~~zero ~~their~~impurities ~~operations~~and inoptimal ~~jurisdictions~~impact. ~~where such~~In ~~operations~~2017, ~~are~~she ~~consistent~~launched ~~with~~her ~~state~~flagship product through retail and ~~local~~ecommerce ~~law~~channels.

AsHFactor ofwas ~~the~~developed ~~date~~and is manufactured by a team of ~~this~~experts ~~filing,~~in the ~~Company~~U.S. ~~has~~and ~~not~~utilizes ~~earned~~a ~~any~~patented chemical-free and magnesium-free process to infuse free hydrogen into its water. ~~revenues~~Its inaward ~~connection~~winning, ~~with~~environmentally ~~this~~friendly ~~business~~ergonomic ~~model~~pouch keeps the hydrogen potent and pure and makes it extremely portable.

~~The Company’~~HFactor's ~~executive~~anti-inflammatory ~~office~~and isantioxidant benefits ~~located~~appeal atto ~~257~~a ~~Varet~~wide ~~Street,~~population ~~Brooklyn~~across every age group, ~~New~~positioning ~~York~~HFactor ~~11206~~to capture significant share in an expanding market. The ~~Company’s~~global market ~~telephone~~for ~~number~~bottled water is ~~(212)~~projected ~~719-5290~~to reach $215B by 2025. HFactor has demonstrated significant market traction, with $2.87M sales in 2020, 30M+ followers across Social Media channels.

~~Emerging~~The ~~Growth~~quality ~~Company~~of ~~Status~~our product is achieved through a proprietary manufacturing process. A reverse osmosis filtering system and patent-protected infusion process ensures efficacy, purity, and taste. The efficacy of hydrogen water is backed by over 1,000 published studies demonstrating that hydrogen positively impacts fitness, health, lifestyle, recovery, and wellness.

WeOur ~~are~~sales anstrategy ~~“emerging~~involves ~~growth~~a ~~company~~diversified,~~” as~~ ~~defined in the JOBS Act~~multi-channel approach. ~~For~~Our asproducts ~~long as we~~ are ancurrently ~~emerging~~on ~~growth~~shelves ~~company,~~in weapproximately ~~may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies~~5,000+ ~~including, but~~retail ~~not~~stores ~~limited~~across ~~to,~~20 ~~not~~chains ~~being~~in ~~required~~addition to ~~comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in~~ our ~~periodic~~growing ~~reports and proxy statements and exemptions~~ecommerce ~~from the requirements of holding advisory “say-on-pay” votes on executive compensation and shareholder advisory votes on golden parachute compensation~~presence. WeOur ~~will remain an “emerging growth~~ company” ~~until~~prides ~~the~~itself earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of $1 billion or more; (ii) the last date of the fiscal year following the fifth anniversary of the date of the first sale of common stock under this registration statement; (iii) the date on ~~which~~having wea ~~have,~~low ~~during~~carbon ~~the previous three-year period~~footprint, ~~issued~~primarily ~~more~~due ~~than~~to $1our ~~billion in non~~eco-~~convertible~~conscious ~~debt;~~packaging and ~~(iv)~~free ~~the date~~mail-in ~~on which we are deemed to be a “large accelerated filer” under the Exchange Act. We will be deemed a large accelerated~~recycling ~~filer~~program onthrough ~~the first day of the fiscal year after the market value of~~ our ~~common~~partnership ~~equity~~with ~~held by non-affiliates exceeds $700 million, measured on January 1st~~Terracycle.

WeMission cannot predict if investors will find our common stock less attractive to the extent, we rely on the exemptions available to emerging growth companies. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.Statement

InTo ~~addition,~~build ~~Section~~a ~~107~~brand ofand ~~the~~corporate ~~JOBS~~culture ~~Act~~that, ~~also~~at ~~provides~~its ~~that~~essence, anexhibits ~~emerging~~strength ~~growth~~in ~~company~~oneself ~~can~~and ~~take~~in ~~advantage~~one's ofcommunity. ~~the~~We ~~extended~~promote ~~transition~~a ~~period~~foundation ~~provided in Section 7(a)(2)(B)~~ of ~~the~~"doing ~~Securities~~well ~~Act~~by ~~for~~doing ~~complying~~good". This ~~with~~foundation ~~new~~enables orHFactor ~~revised~~to ~~accounting~~produce ~~standards.~~and Andistribute ~~emerging~~the ~~growth~~highest ~~company~~quality ~~can~~"better ~~therefore~~for ~~delay~~you" ~~the adoption~~consumer ofproducts ~~certain~~that ~~accounting~~are ~~standards~~conscious to ~~until~~the ~~those~~community, ~~standards~~mind, ~~would~~body, ~~otherwise~~and ~~apply~~the ~~to private companies~~environment.

The Worldwide Health and Fitness Movement

Consumers are looking for a go-to hydration option that provides additional functional benefits without the sugar or caffeine. The worldwide health and fitness movement is just beginning. More and more people are realizing the importance of what you put in your body and how you maintain it. On a greater scale, consumers are looking for brands that have removed artificial ingredients. This has led to a recent increase in contracts from major retailers and distributors in the US that should result in a significant increase to the Company's retail presence throughout 2021 and 2022.

AMaintaining ~~Company~~Relevance that elects to be treated as an emerging growth company shall continue to be deemed an emerging growth company until the earliest of (i) the last day of the fiscal year during which it had total annual gross revenues of $1,000,000,000 (as indexed for inflation), (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of common stock under this registration statement; (iii) the date on which it has, during the previous 3-year period, issued more than $1,000,000,000 in ~~non-convertible debt; or (iv) the date on which is deemed to be~~ a ~~‘large~~Digital ~~accelerated filer’ as defined by the SEC, which would generally occur upon it attaining a public float of at least $700 million.~~World

~~However,~~HFactor wehas ~~are~~found success ~~choosing~~by toestablishing ~~“opt out”~~beneficial ofrelationships ~~such~~with ~~extended~~target-aligned ~~transition~~influencers ~~period,~~ and assponsoring a ~~result,~~multitude weof ~~will~~events ~~comply~~and ~~with~~activities. We ~~new~~have orbuilt ~~revised~~organic ~~accounting~~relationships ~~standards~~with onathletes and influencers in the fitness space to drive awareness, education, and ecommerce. ~~relevant~~To ~~dates~~solidify onHFactor ~~which~~in ~~adoption~~the offitness ~~such~~space, ~~standards~~we ishave ~~required~~had ~~for~~a ~~non-emerging~~strong ~~growth~~presence ~~companies.~~at ~~Section~~many ~~107~~sports ofand ~~the~~fitness ~~JOBS~~events ~~Act~~as ~~provides~~participating sponsor, driving product trial and education. We expect that ~~our~~as ~~decision~~we continue to ~~opt~~cultivate ~~out~~these ofrelationships, ~~the~~brand ~~extended~~awareness ~~transition~~will ~~period~~increase, ~~for~~and ~~complying~~we ~~with~~will be ~~new~~able orto ~~revised~~capture ~~accounting~~a ~~standards~~significant isshare ~~irrevocable~~in an expanding market.

~~Competition~~The Benefits of Hydrogen Infused Water

WeWater ~~believe~~already ~~that~~has ~~the~~Hydrogen, ~~current~~as ~~market~~in ~~for~~H2O, ~~properties~~but ~~that~~when ~~meet~~those ~~our~~two ~~investment~~hydrogen ~~objectives~~atoms isare ~~extremely~~bound ~~competitive~~to ~~and~~oxygen, ~~many~~they ofare ~~our~~not ~~competitors~~available ~~have~~for ~~greater~~any ~~resources~~other ~~than we do~~interactions. WeWhen ~~compete~~we ~~with~~infuse ~~numerous~~hydrogen ~~other~~gas into ~~entities~~water, ~~engaged~~active inhydrogen ~~real~~molecules ~~estate~~are ~~investment~~free ~~activities, including individuals, corporations, banks~~ and ~~insurance~~accessible ~~company~~to ~~investment~~our ~~accounts,~~body. ~~other~~Small ~~REITs,~~and ~~real estate limited partnerships~~soluble, ~~and~~molecular ~~other~~hydrogen ~~entities,~~can toquickly ~~acquire,~~circulate ~~manage~~ and ~~sell~~speed ~~real~~straight ~~estate~~into ~~properties~~the ~~and~~power ~~real~~centers ~~estate~~of ~~related~~our ~~assets~~cells. ~~Many~~This ofinteraction ~~our~~has ~~expected~~been ~~competitors~~shown ~~enjoy~~to ~~significant~~increase ~~competitive advantages~~athletic ~~that~~performance, ~~result~~reduce inflammation from exercise, ~~among~~and ~~other~~increase ~~things,~~powerful aantioxidants ~~lower~~in ~~cost~~our ofbody. ~~capital~~Our ~~and~~Reverse ~~enhanced~~Osmosis ~~operating~~filtering ~~efficiencies.~~system Inensures ~~addition,~~ the ~~number~~ purity and taste of ~~entities~~our water, and ~~the~~our ~~amount~~patented ofinfusion ~~funds~~process ~~competing~~allows ~~for~~us ~~suitable~~to ~~investments~~deliver ~~may~~PURE ~~increase~~hydrogen and PURE water, and nothing else.

~~Intellectual~~Our ~~Property~~Products

OnThe ~~July 9, 2018, the Company submitted a trademark application under Serial Number 88029748 with respect to “STANDARD CANNA” with the United States Patent and Trademark Office (“USPTO”)~~pouch. The ~~trademark~~pouch ~~application~~ is ~~still~~unique, ~~under~~convenient ~~examination~~to byhold ~~the USPTO~~ and ~~as of the date of filing~~carry, ~~the trademark is not yet registered. Any encroachment upon the company’s proprietary information, including the~~ ~~unauthorized~~and ~~use~~plays ~~of its brand name or trademarks, the use of~~ a ~~similar~~significant ~~name~~role byin ahelping ~~competing~~you ~~company~~reap orall athe ~~lawsuit~~benefits ~~initiated~~Hydrogen ~~either by~~has ~~our Company or against our Company for infringement upon proprietary information or improper use of a trademark, may affect our ability~~ to ~~create~~offer. ~~brand~~The ~~name~~eco-conscious ~~recognition,~~award-winning ~~cause~~design ~~customer confusion~~ and~~/or~~ ~~have a detrimental effect on its business due to~~material ~~the~~was ~~cost~~created ofin ~~defending~~an ~~any~~effort ~~potential litigation related~~ to ~~infringement. Litigation~~contain ~~or proceedings before~~ the ~~U.S.~~additional orHydrogen ~~International Patent and Trademark Offices may be necessary~~ in the ~~future~~water. toWhen ~~enforce~~you ~~our~~add ~~intellectual~~hydrogen ~~property rights,~~ to ~~protect our trademarks~~water, ~~trade~~ ~~secrets~~it ~~and~~tries ~~domain~~to ~~name~~ and~~/or~~ tousually ~~determine~~does escape ~~the~~quite ~~validity~~easily ~~and~~through ~~scope~~more oftraditional ~~the~~materials ~~proprietary~~such ~~rights~~as ofplastic ~~others. Any such litigation~~ or ~~adverse~~glass ~~proceeding~~Our ~~could~~pouch ~~result~~keeps inthe ~~substantial~~extra ~~costs~~Hydrogen ~~and~~molecules ~~diversion of resources~~ contained, and ~~could~~does ~~seriously~~so ~~harm~~with ~~our~~a ~~business operations~~lower ~~and/or~~carbon ~~results of operations~~footprint.

Government Regulations

Marijuana is a Schedule-I controlled substance and is illegal under federal law. Even in those states in which the use of marijuana has been legalized, its use remains a violation of federal law.

A Schedule I controlled substance is defined as a substance that has no currently accepted medical use in the United States, a lack of safety for use under medical supervision and a high potential for abuse. The Department of Justice defines Schedule 1 controlled substances as “the most dangerous drugs of all the drug schedules with potentially severe psychological or physical dependence.” If the federal government decides to enforce the Controlled Substances Act with respect to marijuana in those states whit it is legal under state law, persons that are charged with distributing, possessing with intent to distribute, or growing marijuana could be subject to fines and terms of imprisonment, the maximum being life imprisonment and a $50 million fine.

As of this filing, 33 states and the District of Columbia allow their citizens to use Medical Marijuana. Additionally, 11 states and the District of Columbia have legalized cannabis for recreational use by adults. The state laws are in conflict with the federal Controlled Substances Act, which makes marijuana use and possession illegal on a national level. The Trump administration has indicated that it is not in favor of the legalization of marijuana, and on January 4, 2018, U.S. Attorney General Jeff Sessions rescinded the Obama-era Department of Justice guidance (the “Cole Memo”) that essentially kept the DOJ’s hands-off state-legal marijuana operators.

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The ~~effect~~can. ~~of the~~Slim, ~~Sessions~~sleek, ~~Memo~~and ~~is yet unclear~~eye-catching, the ~~though~~HFactor ~~this~~cans isare ~~will~~finished ~~likely~~with ~~make~~a itmatte ~~much~~white ~~more~~color ~~difficult~~so ~~for~~the ~~businesses~~blues inand ~~this~~text ~~sector~~information tostand ~~secure traditional~~out ~~funding, since FinCEN’s 2014 guidance heavily relied~~ on the ~~Cole~~shelf. ~~Memo and DOJ banking memo~~Functionally, ~~both~~the ~~of which are~~aluminum ~~now~~material ~~rescinded.~~of ~~FinCEN~~the ~~could~~can ~~still~~is ~~reinforce~~also ~~its~~very ~~own~~effective ~~guidance,~~at ~~but~~containing ~~that’s~~the ~~going~~extra toHydrogen ~~be hard to do without these other memos in place~~molecules. ~~Many~~HFactor ~~financial~~was ~~institutions will likely stop providing banking services to~~ the ~~cannabis~~pioneer ~~industry.~~in ~~Additionally,~~delivering itstill iswater ~~likely~~in ~~that~~a ~~some~~recyclable ~~investors~~aluminum ~~and landlords will pull out of the industry as well for fear of asset forfeitures and secondary criminal liability~~can.

This change (and any change in the federal government’s enforcement of current federal laws) could cause significant financial damage to us and our shareholders. While we do not intend to harvest, distribute or sell cannabis, we may be irreparably harmed by a change in enforcement by the federal government or the enactment of new and more restrictive laws.

Licensing and Local Regulations

Where applicable, we will apply for state licenses or similar approvals that are necessary to conduct our business in compliance with local laws.

Local laws at the county and municipal level add an additional layer of complexity to legalized cannabis. Despite a state’s adoption of legislation legalizing cannabis, counties and municipalities within the state may have the ability to otherwise restrict cannabis activities, including but not limited to cultivation, retail, distribution, manufacturing or consumption.

Zoning sets forth the approved use of land in any given city, county or municipality. Zoning is set by local governments or local voter referendum and may otherwise be restricted by state laws. For example, under certain state laws a seller of liquor may not be allowed to operate within 1,000 feet of a school. There may be similar restrictions imposed on cannabis operators, which will restrict where cannabis operations may be located and the manner and size to which they can grow and operate. Zoning can be subject to change or withdrawal, discretionary approvals may be required for certain uses, and properties can be re-zoned. The zoning of our properties will have a direct impact on our business operations.

Employees

As of the date of this registration, the Company has no full-time employees. There are currently no employment agreements with our officers and directors, and although the Company does not believe this will occur, our officers and directors may choose to terminate their employment at any time. The Company’s activities are managed by the Company’s Directors and Officers.

The officers of the Company have the same powers and duties with respect to the management of the business affairs for the Company and the oversight of the day-to-day management operations for the Company as officers of a business would have. They perform such other reasonable duties (taking into consideration the person’s position in the Company) as may be prescribed by the Board of Directors of the Company from time to time. They are obligated to use best efforts to serve the Company faithfully and promote its best interests and shall devote all of his or her business time, attention and services to the faithful and competent discharge of such duties.

Corporate Contact Information

Our principal executive offices are located at 247 Varet St., Brooklyn, NY 11206; Telephone No.: (212) 719-5290. Our website http://www.standardcanna.net is presently under construction and its content will soon be available for informational purposes only. It should not be relied upon for investment purposes, nor is it incorporated by reference into this Form 10-K.

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More Flavors. More Sizes. More Choices. Recent innovations include a larger, 20-ounce pouch, in addition to different flavors of HFactor water such as Watermelon, Blood Orange, Honeydew, and Tart Cherry. While utilizing natural flavors with no sugar or calories these options offer consumers a great-tasting beverage that still provides the health benefits of our standard hydrogen-infused water.

Our Business Plan

HFactor's demonstrated efficacy, innovative packaging, and low carbon footprint has propelled traction since our launch in May 2017. Demand for multi-purpose functional beverages and a strong multi-channel sales strategy is driving HFactor's national reach. HFactor is a leader in the newly defined category of Functional Beverages and is well positioned as a business to maintain its competitive advantage in a new and growing space.

Our business plan focuses on four key areas: (1) regional focus; (2) retailer focus; (3) driving volume; and (4) controlling spending. We plan to focus on key regions of the US where our market traction is already established, including the Northeast, West Coast, Texas, and Florida. We also plan to aggressively cultivate the relationships we have with large retailers, including Walmart, Sprouts, Albertsons, Stop & Shop, and others. As we work towards these goals, we will strive to drive volume without losing sight of profitability as our main goal. We believe that as we focus on these four areas at once, we will be able to achieve sustained growth of the Company without compromising our profitability or the results of our operations.

ITEM 1A. RISK FACTORS

AsWe are a "smaller reporting company", as defined in ~~Rule~~Item ~~12b-2~~10(f)(1) of ~~the~~Regulation ~~Exchange Act~~S-K, weand therefore are not required to provide the information ~~called~~specified ~~for~~in by Item ~~304 of Regulation S-K~~1A. ~~However, there are certain considerations involving cannabis, related activities which we shall discuss here. See also “Cautionary Note Regarding Forward-Looking Statements.~~

~~Risks~~ITEM ~~Relating~~1B. toUNRESOLVED ~~Our Business~~STAFF ~~and Industry~~COMMENTS

The report of our independent registered public accounting firm that accompanies our audited consolidated financial statements includes a going concern opinion expressing substantial doubt about our ability to continue as a going concernNone.

Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. However, we are a development stage company with current operations established in December 2007. We have not generated any revenues from inception (December, 2007) to December 31, 2019 and had an accumulated deficit of $181,415 as of December 31, 2020. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

We have a limited operating history in an evolving industry, and may never be profitable. Since we have only limited operations and have an unproven business plan, it is difficult for potential investors to evaluate our business. There can be no assurance that we will be profitable or that the securities which may be sold in this offering will have any value.

We have a history of losses and may not achieve profitability in the future.

We generated net losses of $25,248 and $38,768, respectively, in the years ended December 31, 2020 and 2019. As of December 31, 2020, we had an accumulated deficit of $181,415. We will need to generate and sustain increased revenues in future periods in order to become profitable, and, even if we do, we may not be able to maintain or increase any such level of profitability.

As we grow, we expect to continue to expend substantial financial and other resources on:

● personnel, including significant increases to the total compensation we pay our employees as we grow our employee headcount;

● expenses relating to increased marketing efforts;

● strategic acquisitions of businesses and real estate; and

● general administration, including legal, accounting and other compliance expenses related to being a public company.

These expenditures are expected to increase and may adversely affect our ability to achieve and sustain profitability as we grow. Our efforts to grow our business may also be costlier than we expect, and we may not be able to increase our revenues enough to offset our higher operating expenses. We may incur losses in the future for a number of reasons, including the other risks described in this Report, unforeseen expenses, difficulties, complications and delays and other unknown events. If we are unable to achieve and sustain profitability, the market price of our common stock may significantly decrease. We need additional capital to implement our business plan. We need capital to purchase or lease space to implement our business plans and to offer our planned services to the cannabis industry. We do not know what the terms of any future capital raising may be but any future sale of our equity securities will dilute the ownership of existing stockholders and could be at prices substantially below the market price of our common stock. Our failure to obtain the capital which we require may result in the slower implementation of our business plan.

We need additional capital to implement our business plan. To date our operations have been funded primarily from the proceeds of convertible loans and third party and related party loans. We need capital to purchase or lease space to implement our business plans and to offer our planned services to the cannabis industry. We do not know what the terms of any future capital raising may be but any future sale of our equity securities will dilute the ownership of existing stockholders and could be at prices substantially below the market price of our common stock. Our failure to obtain the capital which we require may result in the slower implementation of our business plan.

We may be unable to acquire the properties that are critical to our proposed business. Our business plan involves the acquisition of properties which will be sold or leased to licensed marijuana growers and dispensary owners for their operations. There can be no assurance that we will be able to obtain the capital needed to purchase any properties.

Our proposed business is dependent on laws pertaining to the marijuana industry. Continued development of the marijuana industry is dependent upon continued legislative authorization of marijuana at the state level. Any number of factors could slow or halt progress in this area. Further, progress for the industry, while encouraging, is not assured. While there may be ample public support for legislative action, numerous factors impact the legislative process. Any one of these factors could slow or halt use of marijuana, which would negatively impact our proposed business.

As of the date of this filing 33 states and the District of Columbia allow its citizens to use medical marijuana. Voters in the states of Colorado, Washington, Alaska, Oregon, Nevada, California, Massachusetts, Maine, Michigan, Vermont and the District of Columbia have approved ballot measures to legalize cannabis for adult use. The state laws are in conflict with the federal Controlled Substances Act, which makes marijuana use and possession illegal on a national level. The Obama administration had previously stated that it is not an efficient use of resources to direct law federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical marijuana. However, on January 4, 2018, then U.S. Attorney General Jeff Sessions rescinded the Obama-era Department of Justice guidance (the “Cole Memo”) that essentially kept the DOJ’s hands-off state-legal marijuana operators. This change in the federal government’s enforcement of current federal laws could cause significant financial damage to us and our shareholders.

Further, and while we do not intend to harvest, distribute or sell cannabis, if we lease buildings to growers of marijuana, we could be deemed to be participating in marijuana cultivation, which remains illegal under federal law, and exposes us to potential criminal liability, with the additional risk that our properties could be subject to civil forfeiture proceedings.

The marijuana industry faces strong opposition. It is believed by many that large well-funded businesses may have a strong economic opposition to the marijuana industry. We believe that the pharmaceutical industry clearly does not want to cede control of any product that could generate significant revenue. For example, medical marijuana will likely adversely impact the existing market for the current “marijuana pill” sold by mainstream pharmaceutical companies. Further, the medical marijuana industry could face a material threat from the pharmaceutical industry, should marijuana displace other drugs or encroach upon the pharmaceutical industry’s products. The pharmaceutical industry is well funded with a strong and experienced lobby that eclipses the funding of the medical marijuana movement. Any inroads the pharmaceutical industry could make in halting or impeding the marijuana industry could have a detrimental impact on our proposed business.

Cannabis Remains Illegal Under Federal Law. State Cannabis laws and regulations that allow medicinal and recreational Cannabis production, distribution and use are in conflict with the Federal Controlled Substances Act (the “CSA”), which classifies Cannabis as a schedule-I controlled substance and makes Cannabis use and possession illegal on a national level. This prohibits Cannabis transactions across state lines and creates many other problems for Cannabis companies.

As the possession, cultivation, use and distribution of cannabis is illegal under the CSA, any person engaged in such activities may be deemed to be conducting or aiding and abetting illegal activities. As a result, the Company and possibly one or more investors may be subject to enforcement actions and/or prosecution by law enforcement authorities.

Law enforcement authorities, in their attempt to regulate the illegal use of cannabis, may bring an action or actions against the Company, its management and/or possibly one or more investors claiming that the Company and/or such individuals are guilty of engaging in, or aiding and abetting another’s, criminal activities. The Federal aiding and abetting statute provide that anyone who “commits an offense against the United States or aids, abets, counsels, commands, induces or procures its commission, is punishable as a principal.” 18 U.S.C. §2(a). As a result of such an action, the Company may be forced to cease operations and our investors could lose their entire investment. In any such action, the Company’s assets may be subject to forfeiture and the investors could additionally face fines, penalties or the possibility of criminal prosecution.

Possibility of RICO lawsuit. As cannabis is a Schedule 1 controlled substance and illegal under Federal law, those who may have disputes with or claims against the Company can allege violations of the Federal Racketeer Influenced and Corrupt Organizations (RICO) Act 18 U.S.C. § 1961 by citing three “predicate acts” -- three violations of Federal law. Under RICO Plaintiffs can claim up to three times their actual damages. Currently, there are at least three pending cases that are moving forward based upon RICO claims in states where cannabis is legal under state law. We cannot predict the outcome of these cases, but any litigation could severely strain the resources of the Company and have a material adverse effect on our ability to continue in business.

Laws and regulations affecting the medical marijuana industry are constantly changing, which could detrimentally affect our proposed operations. Local, state and federal medical marijuana laws and regulations are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with compliance or alter our business plan. In addition, violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our operations. In addition, it is possible that regulations may be enacted in the future that will be directly applicable to our proposed business. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.

Persons that may rent properties from, or otherwise do business with us, may have difficulty accessing the service of banks, which may make it difficult to conduct business. As discussed above, the use of marijuana is illegal under federal law. Therefore, most banks do not accept for deposit funds from the legal cannabis industry and therefore do not do business with the entities involved in the cannabis industry. The inability of people that may rent properties from, or otherwise do business with us, to open accounts and otherwise use the services of banks may have a material adverse effect on our business operations since these entities will be required to pay us in cash or with money orders. Since the monthly rent or fees we may charge could be substantial, paying in cash or with money orders may be difficult.

Potential competitors could duplicate our business model. There is no aspect of our business which is protected by patents, copyrights, trademarks, or trade names. As a result, potential competitors could duplicate our business model with little effort.

We are dependent on our management team and the loss of any of these individuals would harm our business. Our future success depends largely upon the management experience, skill, and contacts of our officers and directors. The loss of the services of either of these officers, whether as a result of death, disability or otherwise, may have a material adverse effect upon our business.

We need additional capital to implement our business plan. We need capital to purchase or lease space to implement our business plans and to offer our planned services to the cannabis industry. We do not know what the terms of any future capital raising may be but any future sale of our equity securities will dilute the ownership of existing stockholders and could be at prices substantially below the market price of our common stock. Our failure to obtain the capital which we require may result in the slower implementation of our business plan.

Our future success depends on our ability to grow and expand our customer base and operational territory.

Our success and the planned growth and expansion of our business depend on our products and services achieving greater and broader acceptance, resulting in a larger customer base, and on the expansion of our operations into new markets. However, there can be no assurance that customers will purchase our products and/or services, or that we will be able to continually expand our customer base. Additionally, if we are unable to effectively market or expand our product and/or service offerings, we will be unable to grow and expand our business or implement our business strategy.

Operating in new markets may expose us to new operational, regulatory or legal risks and subject us to increased compliance costs. We may need to modify our existing business model and cost structure to comply with local regulatory or other requirements. Facilities we open in new markets may take longer to reach expected revenue and profit levels on a consistent basis, may have higher construction, occupancy or operating costs, and may present different competitive conditions, consumer preferences and spending patterns than we anticipate.

Any of the above could materially impair our ability to increase sales and revenue.

We do not intend to pay dividends for the foreseeable future.

We do not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on our earnings and financial condition, as well as on other business and economic factors affecting our business, as our board of directors may consider relevant. Our current intention in the foreseeable future is to apply net earnings, if any, to increasing our capital base and our development and marketing efforts. There can be no assurance that we will ever have sufficient earnings to declare and pay dividends to the holders of our common stock and, in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors. As a result, you may only receive a return on your investment in our common stock if the market price of our common stock increases compared to the price at which you purchased our common stock.

The effects of the COVID-19 pandemic have materially affected how we and our customers are operating our businesses, and the duration and extent to which this will impact our future results of operations and overall financial performance remains uncertain.

In December 2019, a novel coronavirus disease, or COVID-19, was reported and in January 2020, the World Health Organization, or WHO, declared it a Public Health Emergency of International Concern. On February 28, 2020, the WHO raised its assessment of the COVID-19 threat from high to very high at a global level due to the continued increase in the number of cases and affected countries, and on March 11, 2020, the WHO characterized COVID-19 as a pandemic. The COVID-19 pandemic, which has continued to spread, and the related adverse public health developments, including orders to shelter-in-place, travel restrictions, and mandated business closures, have adversely affected workforces, organizations, customers, economies, and financial markets globally, leading to an economic downturn and increased market volatility. It has also disrupted the normal operations of many businesses, including ours.

Our ability to start projects and raise funding could be adversely impacted by COVID-19 and the stay at home orders of certain states and localities.

The duration and extent of the impact from the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the virus, the extent and effectiveness of containment actions, the disruption caused by such actions, and the impact of these and other factors on our employees, customers, partners and vendors. If we are not able to respond to and manage the impact of such events effectively, our business will be harmed.

Risks Related to the Securities Markets and Ownership of Our Common Stock

The common stock of the Company has been assigned the trading symbol “FCAA” but the common stock does not trade at this time and has zero volume.

As of the date of this registration statement, there are approximately 109 holders of record of our common stock.

Once trading commences it will be difficult to forecast the future performance of our common stock. The market price of our common stock may be higher or lower than the price you pay, depending on many factors, some of which are beyond our control and may not be related to our operating performance. These fluctuations could cause you to lose all or part of your investment in our common stock. Factors that could cause fluctuations in the trading price of our common stock include the following:

● regulatory developments at the federal, state or local level; announcements of new products, services,

● relationships with strategic partners, acquisitions or other events by us or our competitors;

● changes in general economic conditions;

● price and volume fluctuations in the overall stock market from time to time;

● significant volatility in the market price and trading volume of similar companies in our industry;

● fluctuations in the trading volume of our shares or the size of our public float;

● actual or anticipated changes in our operating results or fluctuations in our operating results;

● major catastrophic events;

● sales of large blocks of our stock;

● or departures of key personnel.

The applicability of “penny stock rules” to broker-dealer sales of our common stock may have a negative effect on the liquidity and market price of our common stock.

Trading in our shares is subject to the “penny stock rules” adopted pursuant to Rule 15g-9 of the Exchange Act, which apply to companies that are not listed on an exchange and whose common stock trades at less than $5.00 per share or which have a tangible net worth of less than $5,000,000, or $2,000,000 if they have been operating for three or more years. The penny stock rules impose additional sales practice requirements on broker-dealers which sell such securities to persons other than established customers and institutional accredited investors. For transactions covered by this rule, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. Consequently, the penny stock rules may affect the ability of broker-dealers to sell shares of common stock and may affect the ability of shareholders to sell their shares in the secondary market, as compliance with such rules may delay and/or preclude certain trading transactions. The rules could also have an adverse effect on the market price of our common stock.

These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our common stock. Many brokers may be unwilling to engage in transactions in our common stock because of the added disclosure requirements, thereby making it more difficult for shareholders to dispose of their shares. You may also find it difficult to obtain accurate information about, and/or quotations as to the price of our common stock.

We may face continuing challenges in complying with the Sarbanes-Oxley Act, and any failure to comply or any adverse result from management’s evaluation of our internal control over financial reporting may have an adverse effect on our stock price.

As a smaller reporting company as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, we are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Section 404 requires us to include an internal control report with our Annual Report on Form 10-K. The report must include management’s assessment of the effectiveness of our internal control over financial reporting as of the end of the fiscal year. This report must also include disclosure of any material weaknesses in internal control over financial reporting that we have identified.

Failure to comply, or any adverse results from such evaluation, could result in a loss of investor confidence in our financial reports and have an adverse effect on the trading price of our equity securities. Management believes that our internal controls and procedures as of December 31, 2017 were not effective to detect the inappropriate application of U.S. GAAP rules. Management realizes there are deficiencies in the design or operation of our internal control that adversely affect our internal controls, and management considers such deficiencies to be material weaknesses. As of the December 31, 2017, management had identified the following material weaknesses:

We had not performed a risk assessment and mapped our processes to control objectives; we had not implemented comprehensive entity-level internal controls; we had not implemented adequate system and manual controls; and we did not have sufficient segregation of duties.

Achieving continued compliance with Section 404 may require us to incur significant costs and expend significant time and management resources. We cannot assure you that we will be able to fully comply with Section 404 or that we will be able to conclude that our internal control over financial reporting is effective at fiscal year-end. As a result, investors could lose confidence in our reported financial information, which could have an adverse effect on the trading price of our securities, as well as subject us to civil or criminal investigations and penalties. In addition, our independent registered public accounting firm may not agree with our management’s assessment or conclude that our internal control over financial reporting is operating effectively.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES

~~The~~As ~~Company~~a isresult ~~provided~~of ~~office~~the ~~space~~COVID-19 ~~without~~pandemic, HFactor ~~charge~~leadership byand ~~David~~sales ~~Cicalese,~~teams ~~the~~work ~~Company’s~~remotely. ~~Secretary~~Our manufacturing is maintained in Michigan City, ~~Chairman~~Indiana and ~~majority~~distribution ~~shareholder~~is atfacilitated ~~257~~by a ~~Varet~~host ~~Street,~~of ~~Brooklyn,~~partner ~~New~~3PL ~~York~~service providers. Leadership has successfully implemented effective and efficient communication and management ~~11206~~processes that has established a remote structure that will be in place indefinitely.

ITEM 3. LEGAL PROCEEDINGS

We are not presently a party to any ~~material litigation,~~legal ~~nor~~or toregulatory proceedings that in the ~~knowledge~~opinion of our management, isif ~~any~~determined ~~litigation~~adversely ~~threatened~~to ~~against~~ us, ~~that~~would ~~may~~individually ~~materially~~or ~~affect~~taken ustogether have a material adverse effect on our business, results of operations and financial condition.

ITEM 4. MINE SAFETY DISCLOSURES

Not ~~Applicable~~applicable.

106

PART II

~~The~~Market ~~common stock of the Company has been assigned the trading symbol “FCAA” but the common stock does not trade at this time and has zero volume.~~Information

~~Holders~~Our common stock is traded on the Pink Tier of the OTC Markets Group under the symbol "HWTR".

AsHolders of ~~the date of this registration statement, there are approximately 109 holders of record of our common stock.~~Record

~~Dividends~~As of December 31, 2021, there were 47,631,164 shares of Common Stock outstanding held by 195 holders of record.

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.Dividends

~~Recent~~The ~~Sales~~Company does not expect to declare dividends for holders of ~~Unregistered~~Common ~~Securities~~Stock in the foreseeable future. Dividends will be declared, if at all (and subject to rights of holders of additional classes of securities, if any), in the discretion of the Company's Board of Directors. Dividends, if ever declared, may be paid in cash, in property, or in shares of the capital stock of the Company, subject to the provisions of law, the Company's Bylaws and the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends such sums as the Board of Directors, in its absolute discretion, deems proper as a reserve for working capital, to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the Company, or for such other purposes as the Board of Directors shall deem in the best interests of the Company.

~~None~~Recent Sales of Unregistered Securities

~~Securities~~We did not have any sales of unregistered equity securities during ~~Authorized~~the ~~for~~year ~~Issuance~~ended ~~Under~~December ~~Equity~~31, ~~Compensation~~2021 ~~Plans~~other than those that have been previously reported.

~~None.~~Use of Proceeds

~~Purchases of Equity Securities by the Issuer and Affiliated Purchasers~~None.

~~None~~Purchases of Equity Securities by the Issuer and Affiliated Purchasers

~~ITEM 6~~None. ~~SELECTED FINANCIAL DATA~~

~~Not~~ITEM ~~applicable to a smaller reporting company~~6. [Reserved]

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

You should read the following discussion and analysis of our financial condition and results of operations together with the section entitled “Selected Financial Data” and our financial statements and related notes included elsewhere in this Registration Statement. Some of the information contained in this discussion and analysis or set forth elsewhere in this Registration Statement, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those described below.

We define our accounting periods as follows: “fiscal ~~2020~~2021” – January 1, ~~2020~~2021 through December 31, ~~2020~~2021.

This Management’s Discussion ~~and~~ and Analysis (“MD&A”) reports on the operating results and financial condition of the Company for the years ended December 31, ~~2020~~2021 and December 31, ~~2019~~2020. The MD&A should be read in conjunction with the Company’s audited consolidated financial ~~statements~~ statements for the year ended December 31, ~~2020~~2021 (“Annual Financial Statements”).

The MD&A and Annual Financial Statements have been prepared in accordance with general accepted principles in the United States of America (“GAAP”).

All significant intercompany balances and transactions were eliminated on consolidation.

Company History and Summary

HFactor, Inc., formerly known as Ficaar, Inc. (the “Company” or “HFactor” or “Ficaar”) was incorporated in July 2001 in the State of Georgia under the name OwnerTel, Inc. The name of the Company was changed to Ficaar, Inc. in December of 2007. ~~The Company operates its business through its wholly owned subsidiary, Standard Canna, Inc. (“Standard”), a Florida corporation formed in 2014,~~ and ~~its~~to ~~wholly owned subsidiaries~~HFactor, ~~Standard Cultivation Systems~~ Inc.~~, a Colorado corporation~~ ~~formed~~on inSeptember ~~2014; and Standard Property Group Inc.~~2, ~~a California corporation formed in 2014; as well as Precious Holdings, Inc~~2021. ~~was formed in April of 2011 in the state of Delaware and is wholly owned by the Company.~~

The Company’s fiscal year end is December 31.

InOn May ~~August~~28, ~~2012~~2021, ~~certain~~David ~~shareholders~~Cicalese ~~of Ficaar~~ (~~the~~ “~~Shareholders~~Cicalese”), an officer and Board member of Ficaar entered into an agreement with Gail Levy whereby Cicalese agreed to sell 29,900,000 shares, representing a majority ofinterest ~~the~~in ~~issued~~Ficaar, ~~and~~to ~~outstanding~~Levy. ~~common~~Acting ~~stock~~as the majority shareholder of ~~Ficaar~~the Company, ~~entered~~ Levy then caused Ficaar to enter into an ~~agreement~~Agreement and ~~consummated~~Plan ~~such~~of ~~agreement~~Merger ~~with~~(the ~~Sneaker~~"Merger ~~Charmz~~Agreement") between the Company, FCAA Merger Sub I, Inc. ("Merger Sub"), a Delaware corporation, ~~whereby~~and ~~72,020,000~~wholly ~~shares~~owned ~~of common~~subsidiary ~~stock~~ of Ficaar, ~~were~~and ~~assigned~~HyEdge, Inc. by("Target" ~~the~~or ~~Shareholders~~"HyEdge"), toa ~~Sneaker~~Delaware ~~Charmz. Thereafter~~corporation, ~~Sneaker~~wherein ~~Charmz,~~Merger ~~Ficaar~~Sub and ~~David~~Target ~~Cicalese consummated~~would amerge, ~~transaction~~with ~~where~~Target surviving the ~~shares~~transaction ofas ~~common~~a ~~stock~~wholly owned subsidiary of Ficaar ~~owned~~(the by"Merger"). ~~Sneaker~~The ~~Charmz~~Merger ~~were~~Agreement ~~transferred~~was executed on August 6, 2021 and ~~assigned~~the toMerger Mrclosed on August 9, 2021. ~~Cicalese~~ The Merger effected a change in control and ~~Mr.~~was ~~Cicalese~~accounted ~~transferred~~for ~~his~~as ~~ownership~~a of"reverse ~~Sneaker~~acquisition" whereby ~~Charmz~~Target tois ~~Ficaar~~the accounting acquiror for financial statement purposes. ~~Thus~~Accordingly, ~~Sneaker~~for ~~Charmz~~all ~~became~~periods asubsequent ~~wholly~~to ~~owned~~the ~~subsidiary~~Closing Date, the financial statements of ~~Ficaar~~the ~~and~~Company ~~Mr.~~reflect ~~Cicalese~~the ~~owns~~historical ~~68%~~financial statements of ~~the~~HyEdge ~~total~~and ~~issued~~any ~~and~~operations ~~outstanding~~of ~~common~~the ~~stock~~Company ofsubsequent to ~~Ficaar~~the Merger.

In January 2014, Mr. David Cicalese, President, a member of the Board of Directors and majority shareholder of Ficaar, contributed 100 shares of Precious Holdings, Inc., a Delaware corporation, consisting of all of the issued and outstanding equity of Precious Holdings, Inc. Thus, Precious Holdings Inc. became a wholly owned subsidiary of the Company.

On November 16, 2014, we acquired 100% of the outstanding common stock of Standard Canna, Inc. (“Standard”), a Florida corporation, and its wholly owned subsidiaries, Standard Cultivation Systems Inc., a Colorado corporation; and Standard Property Group Inc., a California corporation, in exchange for 110,000 shares of our common stock pursuant to a Transfer Agreement (the “Agreement”), by and among, the Company and Jonas Zetzel, sole shareholder of Standard.

In connection with the transactions contemplated by the Agreement, the business of the Company, operating through its wholly owned subsidiary, Standard, will concentrate on the purchase, development and operation of acquiring and developing growing space and related facilities and leasing our facilities to marijuana growers and dispensary owners for their operations in jurisdictions where such operations are consistent with state and local law.

Plan of Operations

~~Proposed~~BUSINESS ~~Activities~~DESCRIPTION

We ~~are~~HFactor inwater ~~the~~was ~~process~~created ofby ~~identifying~~Gail ~~properties~~Levy, HyEdge's founder and CEO. Gail is a successful serial entrepreneur who was looking for ~~purchase~~a innew ~~Colorado,~~product ~~Washington~~that ~~and~~could ~~California~~alleviate the toxic side effects of the cancer chemotherapeutic drugs that had riddled a dear friend. ~~These~~As ~~projects~~she ~~include~~researched the ~~purchase~~properties of ~~existing~~hydrogen water, ~~currently~~she became ~~operating~~more ~~facilities, as~~and ~~well~~more asenthralled ~~proposed~~by ~~new~~its ~~construction~~potential. ~~projects~~Ms. ~~With~~Levy ~~the~~felt ~~assistance~~she ofcould ~~our~~honor ~~consultants~~her friend by making hydrogen water immaculate, ~~cannabis~~effective, and ~~industry~~accessible to everyone. Enlivened by this mission, she collected a team of experts to help her engineer a natural process to combine hydrogen with water with zero impurities and optimal impact. In 2017, weshe ~~have~~launched ~~developed~~her flagship product through retail and ecommerce ~~specific~~channels. ~~criteria~~HFactor inwas ~~terms~~developed and is manufactured by a team of experts in the ~~suitability~~U.S. ofand ~~existing~~utilizes ~~structures~~a aspatented ~~well~~chemical-free asand ~~plans~~magnesium-free process ~~for~~to ~~new~~infuse ~~constructions~~free ~~projects~~hydrogen into its water. Its award winning, environmentally friendly ergonomic pouch keeps the hydrogen potent and pure and makes it extremely portable.

More importantly with the assistance of our consultants, we have developed a fully scalable design model centered around maximizing yields and meeting the needs of cannabis cultivators which will be our tenants. We believe that the cornerstone of our model is maximizing yields by properly implementing cutting edge technology that will maintain an ideal controlled environment for our tenant cultivators. It is anticipated that each property will be remodeled, in the case of existing structures; and designed, in the case of new construction, to contain numerous independent growers.8

~~Each~~HFactor's ~~space will be a full~~anti-~~scale commercial~~inflammatory ~~cultivating facility with bay door access, adequate flowering, vegetative growth~~ and ~~propagating~~antioxidant ~~space~~benefits ~~including~~appeal ~~but not limited~~ to ~~access~~a towide ~~large~~population ~~areas~~across ~~for~~every ~~harvesting~~age ~~and~~group, ~~state~~positioning ofHFactor ~~the~~to ~~art~~capture ~~curing~~significant ~~chambers.~~share ~~Our~~in ~~security~~an ~~will be on premise 24 hours per day.~~expanding Anmarket. ITThe ~~camera~~global ~~system~~market ~~will~~for bebottled ~~operational~~water ~~monitoring the inside and outside of the facility. Our design model~~ is ~~fully~~projected ~~scalable. We~~to ~~believe~~reach ~~that~~$215B ~~the cornerstone of our model is maximizing yields~~ by ~~properly~~2025. ~~implementing~~HFactor ~~cutting~~has ~~edge~~demonstrated ~~technology~~significant ~~that~~market ~~will maintain~~traction, ~~an ideal controlled environment for our tenant cultivators. This begins~~ with ~~an advanced controlled environment that is protected from the outside environment~~$2.87M ~~Specialized~~sales ~~HVAC~~in ~~systems will maintain a constant temperature~~2020, ~~humidity,~~30M+ ~~airflow~~followers ~~and~~across ~~CO2~~Social ~~with~~Media ~~precise controls~~channels. ~~High intensity discharge lighting systems will provide the ideal environment for growing. An integrated irrigation system can be modified to each tenant’s specifications and requirements.~~

~~Our~~The ~~design~~quality ~~model anticipates that our building will have “state~~ of ~~the art” security systems that will fully protect~~ our ~~tenant cultivator’s crops and property~~product asis ~~well~~achieved asthrough ~~allow~~a ~~our~~proprietary ~~tenants~~manufacturing ~~to view and monitor their crops remotely~~process. InA ~~addition,~~reverse ~~our~~osmosis ~~tenant~~filtering ~~cultivators~~system ~~will~~and ~~have~~patent-protected ainfusion ~~fully~~process ~~secure~~ensures ~~ingress~~efficacy, purity, and ~~egress to our facility~~taste. ~~Our~~The ~~design~~efficacy ~~model~~of ~~also~~hydrogen ~~features~~water ~~solar~~is ~~power~~backed ~~system~~by inover ~~order~~1,000 topublished bepeer ~~more~~reviewed ~~cost~~studies ~~efficient~~demonstrating ~~and provide~~that ~~less~~hydrogen ofpositively aimpacts ~~carbon~~fitness, ~~footprint.~~health, ~~Our~~lifestyle, ~~design~~recovery, ~~model~~and ~~will ensure that our tenant cultivators will maximize their yields~~wellness.

~~Management~~Our issales ~~currently~~strategy ~~seeking to identify~~involves a ~~suitable warehouse building in the county of Los Angeles~~diversified, ~~California~~multi-channel toapproach. ~~“test”~~Our ~~the~~products ~~business~~are ~~model.~~currently ~~The~~on ~~ideal~~shelves ~~location will~~in ~~have~~approximately 105,000+ ~~square~~retail ~~foot~~stores inacross an20 ~~area~~chains ~~properly~~in addition ~~zoned~~to ~~for~~our ~~cannabis~~growing ~~cultivation~~ecommerce presence. ~~Management~~Our ~~estimates~~company ~~that~~prides ~~such~~itself aon ~~location~~having ~~may cost~~a ~~approximately~~low $3carbon footprint,~~000,000.00.~~ ~~Management~~primarily ~~expects~~due to ~~locate~~our ~~a suitable location during the fiscal quarter ending June 30, 2022~~eco-conscious packaging and ~~entering~~free ~~into~~mail-in arecycling ~~purchase~~program ~~agreement~~through ~~for~~our ~~such~~partnership ~~property~~with Teracycle.

~~Management~~Our ~~has been engaged in discussions~~mission ~~with~~statement ~~private~~is ~~debt lenders with respect~~ to ~~the~~build ~~financing~~a ofbrand ~~the~~and ~~initial~~corporate ~~building~~culture ~~locations.~~that, ~~Although~~at noits ~~agreements or commitments for such funding have been offered~~essence, ~~Management~~exhibits ~~believes~~strength ~~that~~in itoneself ~~will~~and bein ~~able~~one's tocommunity. ~~obtain~~We ~~financing of the initial property; however,~~promote ~~the~~a ~~terms~~foundation of ~~such~~"doing ~~financing~~well ~~will~~by bedoing ~~less~~good". ~~favorable~~This ~~than~~foundation ~~those~~enables ~~offered~~HFactor to ~~non-cannabis~~produce ~~business~~and ~~due~~distribute to the ~~current state of Federal~~highest ~~laws~~quality as"better ~~set~~for ~~forth~~you" ~~herein.~~consumer ~~Management~~products ~~believes~~ that, ~~assuming~~are aconscious ~~suitable~~to ~~property~~the iscommunity, ~~located~~mind, ~~and secured with a purchase agreement~~body, ~~the~~ ~~property~~and ~~purchase can be closed during~~ the ~~third quarter of 2021.~~environment

13Comparison of Year Ended December 31, 2021 to Year Ended December 30, 2020

Upon the closing of the property purchase, the company will execute its build out pursuant to the business plans set forth above (i.e., dividing the property into separate leasable growing space for tenant cultivators; each leasable “unit” containing all of the necessary equipment and features for a full scale commercial cultivating facility; including but not limited to:

(i) HVAC systems that will maintain a constant temperature, humidity, airflow and CO2 with precise controls;

(ii) High intensity discharge lighting systems will provide the ideal environment for growing;

(iii) An integrated irrigation system; and

(iv) Security.

Management anticipates that the buildout of the property will take at least six (6) months following the date of the consummation of the purchase of the property. Prior to the consummation of the buildout of the property, Management anticipates hiring employees to manage the property and engage the tenant cultivators. Assuming a suitable property is located and secured with a purchase agreement and the property purchase is closed during the second quarter of 2021, the property will be ready to lease to tenant cultivators by the fourth quarter of 2021 which would generate the initial revenue of the Company. The company expects to utilize private funding sources to finance the build out of the property. No agreements or commitments for such funding have been offered. Management anticipates that it will need to provide security for the financing of the property and the buildout of the property by way of a mortgage on the property as well as a security agreement for the equipment purchased in the buildout.

We believe that implementing our design model in an existing building or new construction will be a complete solution for the professional cultivator. Our plans will be dependent upon our ability to raise the capital required to acquire properties and remodel or construct such properties. We also intend to offer to our tenant cultivators certain value-added services that will be provided at additional costs. Such services may include but certainly will not be limited to fertilizer, additives, vitamins, and grow consultants.

Generally, the ownership and operation of real properties are subject to various laws, ordinances and regulations, including regulations relating to zoning, land use, water rights, wastewater, storm water runoff and lien sale rights and procedures.

Zoning sets forth the approved use of land in any given city, county or municipality. Zoning is set by local governments or local voter referendum and may otherwise be restricted by state laws. For example, under certain state laws a seller of liquor may not be allowed to operate within 1,000 feet of a school. There are similar restrictions imposed on cannabis operators, which will restrict where cannabis operations may be located and the manner and size to which they can grow and operate. These zoning restrictions vary in each State, County, City and Township. Zoning can be subject to change or withdrawal, and properties can be re-zoned. The zoning of our properties will have a direct impact on our business operations.

In addition, other laws, ordinances or regulations, such as the Comprehensive Environmental Response and Compensation Liability Act (known as “CERCLA”) and its state analogs, or any changes to any such laws, ordinances or regulations, could result in or increase the potential liability for environmental conditions or circumstances existing, or created by tenants or others, on our properties. Laws related to upkeep, safety and taxation requirements may result in significant unanticipated expenditures, loss of our properties or other impairments to operations, any of which would adversely affect our cash flows from operating activities.

Our property management activities, to the extent we are required to engage in them due to lease defaults by tenants or vacancies on certain properties, will likely be subject to state real estate brokerage laws and regulations as determined by the particular real estate commission for each state.

The properties that we acquire will be leased to tenant cultivators who will use their leased properties primarily for cultivation and production of cannabis and thus will be subject to the laws, ordinances and regulations of state, local and federal governments, including laws, ordinances and regulations involving land use and usage, water rights, treatment methods, disturbance, the environment, and eminent domain.

In addition, state, local and federal governments also seek to regulate the type, quantity and method of use of chemicals and materials for growing crops, including fertilizers, pesticides and nutrient rich materials. Such regulations could include restricting or preventing the use of such chemicals and materials near residential housing or near water sources. Further, some regulations have strictly forbidden or significantly limited the use of certain chemicals and materials. Licenses, permits and approvals must be obtained from governmental authorities requiring such licenses, permits and approvals before chemicals and materials can be used at grow facilities. Reports on the usage of such chemicals and materials must be submitted pursuant to applicable laws, ordinances, and regulations and the terms of the specific licenses, permits and approvals. Failure to comply with laws, ordinances and regulations, to obtain required licenses, permits and approvals or to comply with the terms of such licenses, permits and approvals could result in fines, penalties and/or imprisonment.

As an owner of the properties, we may be liable or responsible for the actions or inactions of our tenants with respect to these laws, regulations and ordinances.

The Company has purchased the following domain names (pursuant to the Purchase Agreement):

www.standardcanna.com

www.standardcultivation.com

www.standardgrow.com

Cannabis Related Operations

In addition to our real estate plans, we are actively pursuing investment opportunities with either financing or using our stock or currency in the rapidly growing cannabis industry in the United States and Canada. We intend to invest in companies or acquire such companies positioned to make a significant impact within the cannabis industry. We believe these early-stage investments provide emerging companies with access to larger capital sums to help elevate their status from start-ups to mature and durable brand leaders. We intend to search out investment opportunities such as this that we believe will capitalize on the fast-growing cannabis industry.

How We Intend to Generate Revenue

Cannabis Commercial Real Estate

We intend to generate revenue by owning and leasing specialized real estate to cannabis growers in compliance with state and local laws. As such, we intend to actively locate the best opportunities for real property acquisitions in the cannabis industry. With the assistance of our consultants, cannabis industry experts, we have developed specific criteria in terms of the suitability of existing structures as well as plans for new constructions projects. The criteria is centered around the needs of cannabis growers which will be our tenants which we will charge rent. It is anticipated that each property will be remodeled, in the case of existing structures; and designed, in the case of new construction, to contain numerous independent growers. The purchase of specialized cannabis properties, however, will also entail researching industrial zoned real estate where we believe state and local law now permits, or in the future may permit, the legal cultivation of cannabis. We do not grow, harvest, cultivate, possess, distribute or sell cannabis. However, because we may act as landlord to tenants who do directly engage in the cultivation, distribution and sale of cannabis, we plan to exercise appropriate and reasonable care to screen our tenants and verify that our tenants are in compliance with the state and local rules.

We are mindful of the risks involved in leasing property to those involved in the cannabis industry. While we do not intend to harvest, cultivate, possess, distribute or sell cannabis, by leasing facilities to growers of marijuana, we could be deemed to be participating in marijuana cultivation or aiding and abetting, which remains illegal under federal law, and exposes us to potential criminal liability, with the additional risk that our properties could be subject to civil forfeiture proceedings. In addition, because the scrutiny FinCEN placed on financial institutions, it may be difficult for tenants to acquire and maintain bank accounts. This could greatly interfere with our business operations. We may also experience adverse tax consequences should it be determined that our income is subject to Section 280E of the IRS Code.

Depending on the extent of our future growth, we may experience significant strain on our management, personnel, and information systems. We will need to implement and improve operational, financial, and management information systems. In addition, we are implementing new information systems that will provide better record-keeping, customer service and billing. However, there can be no assurance that our management resources or information systems will be sufficient to manage any future growth in our business, and the failure to do so could have a material adverse effect on our business, results of operations and financial condition.

Comparison of Year Ended December 31, 2020 to Year Ended December 31,2019

Results of Operations

For the year ended December 31, 2020, the Company reported a net loss of $25,248 as compared to a net loss of $38,768 for the year ended December 31, 2019. The 35% decrease in net loss for the year ended December 31, 2020 mainly resulted from $14,477 in general and administrative expenses relating to professional fees, public listing and registration fees, and $1,000 in interest expense.

	Year ended December 31,									Percent
	2021			2020			Change			Change
Revenues	$	751,773		$	–		$	751,773			100%
Gross profit		331,573			–			331,573			100%
Operating expenses		(1,119,228	)		(16,562	)		(1,102,666	)		6,658%
Other income (expense)		(805,038	)		(8,686	)		(796,352	)		9,168%
Net loss	$	(1,592,693	)	$	(25,248	)	$	(1,567,445	)		6,208%

~~Total~~Net ~~operating~~revenues ~~expenses were $16,562~~ for the ~~year~~ year ended December 31, ~~2020~~2021 were $751,773 as compared to $~~31,038~~-0- for the year ended December 31, ~~2019.~~2020 ~~The~~which ~~47%~~resulted ~~decrease~~from ~~was~~the ~~primarily~~merger ~~attributable to decreases in expenses~~ of ~~$6,000 in audit costs decreases accounting preparation, domain and trademark filings and Edgar services~~HyEdge.

~~Interest~~Gross ~~expense~~profits ~~costs were $8,687~~ for the year ended December 3130, ~~2020~~2021 were $331,573 as compared to $~~7,730~~-0- for the year ended December 31,~~2019.~~ ~~The amount relates to interests on continued related party loans as well as interest accretion on convertible loans~~2020.

Total operating expenses were $1,119,228 for the year ended December 31, 2021 compared to $16,562 for the year ended December 31, 2020. The 6,6587% increase was primarily attributable to the additional operating expenses resulting from the merger of HyEdge, specifically $654,847 in sales and marketing expenses and $225,148 in payroll and compensation.

Other income (expense) was $(805,038) for the year ended December 31, 2021 compared to $(8,686) for the year ended December 31, 2020. The $796,352 increase was primarily $619,399 in amortization of debt discount and derivative expenses associated with embedded liabilities in convertible debt, $124,406 in change in fair market value of derivatives and $94,390 increase in interest expenses associated with borrowings.

For the year ended December 31, 2021, the Company reported a net loss of $1,592,693 as compared to a net loss of $25,248 for the year ended December 31, 2020. The $1,567,445 increase in net loss for the year ended December 31, 2021 mainly arose from the additional net loss resulting from the merger of HyEdge.

Liquidity and Capital Resources

As of ~~this~~December ~~date~~31, ~~the~~2021, the Company ~~has not~~had ~~started~~$250,854 ~~generating~~in ~~revenues~~cash ~~from~~to fund its operations. ~~and~~The ~~has~~Company ~~financed~~reported ~~its~~working ~~operations~~capital ~~primarily~~deficit ~~through~~of ~~the~~$4,855,836 ~~issuance~~at ofDecember ~~capital~~31, ~~stock~~2021 as bycompared ~~way~~to a working capital deficit of ~~convertible~~$66,694 ~~loans~~at ~~from~~December ~~third~~31, ~~party~~2020, ~~and~~representing ~~related~~an ~~party~~increase ~~loans~~in working capital deficit by $4,789,142.

The Company’s ~~objectives~~does ~~when~~not ~~managing~~believe its ~~liquidity~~current ~~and~~cash ~~capital~~balance ~~resources~~will ~~are~~be sufficient to ~~generate~~allow ~~sufficient~~the ~~cash~~Company to fund ~~the~~its ~~Company’s~~planned operating ~~and~~activities ~~working~~for ~~capital~~the ~~requirements~~next twelve months. The ability of the Company ~~reported~~to ~~working~~continue as a going concern is dependent on the Company obtaining adequate capital ~~deficit~~to offund ~~$66,694~~operating atlosses until ~~December~~it 31becomes profitable. If the Company is unable to obtain adequate capital, ~~2020~~it could be forced to cease operations or substantially curtail some of its planned activities. These conditions raise substantial doubt as ~~compared~~to the Company's ability to continue as a ~~working~~going ~~capital~~concern. The ~~deficit~~accompanying offinancial ~~$48,946~~statements atdo ~~December~~not include any adjustments relating to the recoverability and classification of recorded assets ~~31,~~and ~~2019,~~classification ~~representing~~of anliabilities ~~increase~~should inthe ~~working~~Company ~~capital~~be ~~deficit~~unable byto ~~$17,798~~continue as a going concern.

~~Net~~As ~~cash~~the ~~and~~Company ~~cash~~continues to ~~equivalents~~incur losses, achieving profitability is dependent on ~~hand~~achieving ~~were~~a level of revenues adequate to support the Company's cost structure. ~~zero~~The asCompany atmay ~~December~~never 31achieve profitability, ~~2020~~and unless and ~~December~~until 31it does, ~~2019.~~the ~~The~~Company ~~decrease~~will incontinue ~~cash~~to ~~was~~need ~~mainly~~to ~~attributable~~raise additional capital. Management intends to ~~cash~~fund ~~used~~future ~~for~~operations ~~operating~~through ~~activities~~additional private or public equity offering and may seek additional capital through arrangements with strategic partners of ~~$25~~from other sources. There can be no assurances,~~248~~ however, ~~offset~~that byadditional ~~$25~~funding will be available on terms acceptable to the Company,~~248~~ inor ~~non-cash~~at ~~operating~~all. ~~expenses~~Any equity financing may be dilutive to existing shareholders.

Operating Activities:

For the year ended December 31, ~~2020~~2021, net cash flow used ~~for~~by operating activities was $7(826,~~500~~956) compared to $-$0- for the year ended December 31, 2020. The ~~decrease~~ decreases in cash flow used for operating activities offor ~~$7,500~~both ~~was~~periods were primarily due to ~~decreases~~increases in operating expenditures.

Investing and Financing Activities:

Net cash flows provided by (used) in investing and financing activities ~~was~~for the year ended December 31, 2021 were $7226,~~500~~190 in ~~proceeds~~net repayments from ~~borrowing~~borrowings, ~~for~~offset with ~~the~~$650,000 ~~year~~from ~~ended~~sales ~~December~~of ~~31,~~common ~~2020~~stock shares and $654,000 in proceeds from borrowings compared to $-0- for the year ended December 31, ~~2019 were zero~~2020.

The Company needs to raise additional capital to fund its operations and development and expansion plans for the next twelve months. Although the Company has previously been successful in raising the funds required for its operations, there can be no assurance that the Company will have sufficient financing to meet its capital requirements or that additional financing will be available on terms acceptable to the Company in the future.

Liquidity and Capital Resource Measures:

The Company’s primary source of liquidity has been from convertible loans and third party and related party loans.

~~Loans~~Going ~~and Credit Facilities:~~Concern

1.The ACompany ~~term~~has ~~loan~~experienced a ~~with~~net aloss ~~balance~~and had an accumulated deficit of $~~108~~4,~~196~~598,617 ~~which~~as ~~bears~~of ~~interest~~December at21, 8%2021. ~~per~~The ~~annum,~~success ~~maturing~~of ~~June~~our ~~30,~~business ~~2022~~plan ~~and~~during ~~convertible~~the tonext ~~common~~12 ~~stock~~months and atbeyond ~~the~~will ~~lesser~~be ~~of:~~contingent ~~(i)~~upon agenerating ~~50%~~sufficient ~~discount~~revenue to ~~market;~~cover our costs of operations and/or ~~(ii)~~upon ~~$0.01~~obtaining ~~per~~additional ~~share~~financing.

2. A term loan payable to an officer of $6,525 which is unsecured, bearing interest at 7% per annum, maturing June 30, 2022.

Transaction with Related Parties:

~~NONE~~None

Critical Accounting Policies

~~The Commission has defined a company’s~~Refer ~~critical~~to ~~accounting~~Note ~~policies~~2 asin the ~~ones~~Consolidated ~~that~~Financial ~~are~~Statements ~~most~~for ~~important~~a tosummary ~~the portrayal~~ of ~~our~~recently ~~financial~~adopted ~~condition~~ and ~~results~~recently ofissued ~~operations and~~accounting ~~which~~standards ~~require us to make its most difficult~~ and ~~subjective judgments, often as a result of the need to make estimates of matters~~their ~~that~~related ~~are~~effects ~~inherently~~or ~~uncertain.~~anticipated ~~Based~~effects on ~~this~~our ~~definition,~~consolidated weresults ~~have~~of ~~identified~~operations ~~the critical accounting policies~~ and ~~judgments~~financial ~~addressed below~~condition. ~~We also have other key accounting policies that are significant to understanding our results.~~

The following are deemed to be the most significant accounting policies affecting us.

Revenue Recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured.

Use of Estimates

The preparation of these financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the financial statements. The more significant estimates and assumptions by management include among others: property and equipment, foreign currency transactions and translations, and common stock valuation. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

Income Taxes

We account for income taxes under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on our balance sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. We must assess the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, we must establish a valuation allowance. Changes in our valuation allowance in a period are recorded through the income tax provision on the statement of operations.

From the date of our inception, we adopted ASC 740-10-30. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of ASC 740-10, we recognized no material adjustment in the liability for unrecognized income tax benefits.

Intangible Assets

Acquired intangible assets other than goodwill are amortized over their useful lives unless the lives are determined to be indefinite. Acquired intangible assets are carried at cost, less accumulated amortization. For intangible assets purchased in a business combination or received in a nonmonetary exchange, the estimated fair values of the assets received (or, for non-monetary exchanges, the estimated fair values of the assets transferred if more clearly evident) are used to establish the cost basis, except when neither of the values of the assets received or the assets transferred in non-monetary exchanges are determinable within reasonable limits. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. Amortization of finite-lived intangible assets is computed over the useful lives of the respective assets.

Non-Cash Equity Transactions

Shares of equity instruments issued for non-cash consideration are recorded at the fair value of the consideration received based on the market value of services to be rendered, or at the value of the stock given, considered in reference to contemporaneous cash sale of stock.

Off-Balance Sheet Arrangements

AsWe ofdid ~~December~~not ~~31,~~have ~~2020,~~any weoff-balance sheet ~~have~~arrangements ~~not~~that ~~entered into~~are ~~any~~reasonably ~~transaction,~~likely ~~agreement~~to have a current or ~~other~~future ~~contractual~~material ~~arrangement~~effect ~~with~~on anour ~~entity~~financial ~~unconsolidated~~condition, ~~under~~revenue ~~which~~or itexpenses, results ~~has:~~of operations, liquidity, capital expenditures or capital resources.

● a retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit; ● liquidity or market risk support to such entity for such assets; ● an obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument; or ● an obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by, and material to us, where such entity provides financing, liquidity, market risk or credit risk support to or engages in leasing, hedging, or research and development services with us.

Inflation and Changing Prices

We do not believe that inflation nor changing prices for the year ended December 31, ~~2020~~2021 had a material effect on our operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE ~~DISCLOSURE~~DISCLOSURES ABOUT MARKET ~~RISKS~~RISK

AsWe are a “"smaller reporting company”", as defined byin Item 10(f)(1) of Regulation S-K, weand therefore are not required to provide the information ~~required~~specified byin ~~this~~ Item 7A.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements

	Page
Report of Independent Registered Public Accounting Firm	F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID 6554)	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations	F-4
Consolidated Statements of Changes in Stockholders’ Equity (Deficit)	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7

F-1

Report ~~REPORT~~of OFIndependent ~~INDEPENDENT~~Registered ~~REGISTERED~~Public ~~PUBLIC~~Accounting ~~ACCOUNTING FIRM~~Firm

To the shareholders and the board of directors of ~~Ficaar~~HFactor Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of ~~Ficaar~~HFactor Inc. ( the “Company”) as of December 31, ~~2020~~2021 and ~~2019~~2020 and the related statements of income, stockholders’ equity, and cash flow, for the periods ended December 31, ~~2020~~2021 and ~~2019~~2020 and the related notes and schedules (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 December 31, ~~2020~~2021 and ~~2019~~2020, and the results of its operations and its cash flows for year ended December 31, ~~2020~~2021 and ~~2019~~2020 in conformity with generally accepted accounting principles in the United States of America.

Basis for Opinion

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.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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 audit, 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.

Our 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. 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.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not established a source of revenue sufficient to cover its operating costs. As of December 31, ~~2020~~2021, and ~~2019~~2020, the Company does not have sufficient working capital and cash resources to meet its planned business objectives. These and other factors raise substantial ~~doubt~~ doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Bolko & ~~Associates,~~ ~~LLC~~Company

We have served as the Company’s auditor since 2019.

Boca Raton, FL

April 911, ~~2021~~2022

Bolko & ~~Associates, LLC~~Company

Certified Public Accountant

F-2

~~FICAAR~~HFACTOR, INC.

(A development stage enterprise)

Condensed Consolidated Balance Sheets

	December 31,			December 31,
	2020			2019
	2021			2020
ASSETS
Current Assets
Cash	$	–250,854		$	–
Total Assets	$	–		$	–
Accounts receivable, net of allowance for doubtful accounts		75,737			–
Inventories		468,913			–
Prepaid expenses and other current assets		53,085			–
Total Current Assets		848,589			–
Fixed Assets, net of accumulated depreciation		257,219			–
Total Assets	$	1,105,808		$	–
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	333,~~203~~097,807		$	2435,~~401~~931
Accrued Interest		30212,~~763~~108			2230,~~076~~763
Advances payable -officer		2,728			2,469
Current portion of notes payable-third party, net of debt discount		463,221			–
Total Current Liabilities		66,694			48,946
Note payable-related party		641,641			–
Government loans payable		160,000			–
Derivative liabilities		793,997			–
Warrant liability, net of unamortized discount		335,651			–
Total Current Liabilities		5,704,425			66,694
Long-Term Liabilities
Note payable - Third party		~~108,196~~–			~~100~~108,~~695~~196
Note payable - Related party		~~6,525~~–			6,525
Total Long-Term Liabilities		~~114,721~~–			~~107~~114,~~220~~721
Total Liabilities	$	~~181~~5,~~415~~704,425		$	~~156~~181,~~166~~415
Commitments and Contingencies		–			–
Stockholders' Deficit
Preferred stock 10,000,000, $.001 par value shares authorized, no shares issued and outstanding	$	–		$	–
Preferred stock 30,000,000, $.001 par value shares authorized, shares issued and outstanding as follows:		–			–
Common stock 200,000,000, $.001 par value shares authorized; 44,093,276 shares issued and outstanding at December 31, 2020 and December 31, 2019		44,093			44,093
Series C voting, convertible Preferred stock, $.001 par value 1,000,000 shares authorized; 1,000,000 and no shares issued and outstanding December 31, 2021 and December 31, 2020; respectively		1,000			–
Additional paid-in capital		(44,093	)		(44,093	)
Series D non-voting, convertible Preferred stock, $.001 par value 18,000,000 shares authorized; 3,054 and no shares issued and outstanding December 31, 2021 and December 31, 2020; respectively		3			–
Accumulated deficit		(181,415	)		(156,166	)
Common stock 200,000,000, $.001 par value shares authorized; 47,631,164 and 44,093,276 shares issued and outstanding at December 31, 2021 and December 31, 2020; respectively		47,631			44,093
Total Stockholders' Deficit		(181,415	)		(156,166	)
Common stock subscribed, 400,000 and no shares issued and outstanding at December 31, 2021 and December 31,2020; respectively		400			–
Total Liabilities and Stockholders' Deficit	$	–		$	–
Additional paid-in capital		(2,873,543	)		(44,093	)
Going Concern (Note 2)
Accumulated deficit		(1,774,108	)		(181,415	)
Total Stockholders' Deficit		(4,598,617	)		(181,415	)
Total Liabilities and Stockholders' Deficit	$	1,105,808		$	–

Going Concern (Note 2)

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

F-3

~~FICAAR~~HFACTOR, INC.

(A development stage enterprise)

Condensed Consolidated Statements of Operations

	Year			Year
	Ended			Ended
	December 31, 2020			December 31, 2019
	December 31, 2021			December 31, 2020
Revenues	$	–		$	–
REVENUES
Operating expenses:
Sales, net	$	751,773		$	–
Professional fees:
TOTAL REVENUES		751,773			–
Audit fees		6,000			13,000
COST OF REVENUES		420,200			–
Other operating expenses		10,562			18,038
GROSS PROFIT		331,573			–
Total expenses		16,562			31,038
OPERATING EXPENSES
Loss from operations		(16,562	)		(31,038	)
Manufacturing expenses		47,064			–
Interest expense		(8,687	)		(7,730	)
Sales and marketing		654,847			–
Net Loss	$	(25,248	)	$	(38,768	)
General and administrative		417,317			16,562
Net Loss per common shares outstanding-Basic and diluted:
Total expenses		1,119,228			16,562
Net Loss per share attributable to common stockholders	$	(0.0006	)	$	(0.0009	)
Loss from operations		(787,655	)		(16,562	)
Weighted average shares outstanding		44,093,276			44,093,276
Other (income) expense
Amortization of debt discount		686,399			–
Derivative (income) expense		(67,353	)		–
Change in FMV of derivatives		124,406			–
Interest expense		105,211			8,687
Gain on forgiveness of debt		(29,490	)		–
Other income		(14,135	)		–
Total Other (income) expense		805,039			8,687
Net Loss	$	(1,592,693	)	$	(25,248	)
Net Loss per common shares outstanding- Basic and diluted:
Net Loss per share attributable to common stockholders	$	(0.0336	)	$	(0.0006	)
Weighted average shares outstanding		47,452,572			44,093,276

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

F-4

~~FICAAR~~HFACTOR, Inc.

(A development stage enterprise)

Consolidated Statements of Stockholders' Deficit

																			Deficit
	Series C						Series D										Common Stock					Additional
																			Accumulated
	Preferred Stock						Preferred Stock				Common stock						Subscribed					Paid-In			Accumulated
																Additional			During
	Shares			Amount			Shares		Amount		Shares			Amount			Shares		Amount			Capital			Deficit			Total
		Preferred Stock							Common stock							Paid-In			Development
Balance as of December 31, 2018		–		$	–			–	$	–		44,093,276		$	44,093		$	–	$	–		$	(44,093	)	$	(117,398	)	$	(117,398	)
		Shares				Amount			Shares			Amount				Capital			Stage				Total
Net loss for the year ended December 31, 2019			–		–			–		–		–			–			–		–			–			(38,768	)		(38,768	)
Balance as of December 31, 2018			–			$	–			44,093,276		$	44,093			$	(44,093	)	$	(117,398	)		$	(117,398	)
Balance as of December 31, 2019		–			–			–		–		44,093,276			44,093			–		–			(44,093	)		(156,166	)		(156,166	)
Net loss for the year ended December 31, 2019			–				–			–			–				–			(28,822	)			(38,768	)
Net loss for the year ended December 31, 2020		–			–			–		–		–			–			–		–			–			(25,248	)		(25,248	)
Balance as of December 30, 2019			–			$	–			44,093,276		$	44,093			$	(44,093	)	$	(146,220	)		$	(156,166	)
Balance as of December 31, 2020		–			–			–		–		44,093,276		$	44,093		$	–		–			(44,093	)		(181,415	)		(181,415	)
Balance as of December 31, 2019			–				–			44,093,276			44,093				(44,093	)		(156,166	)			(156,166	)
Merger of HyEdge, Inc.		1,000,000			1,000			3,054		3		30,197,888			30,198			–		–			(3,478,800	)		–			(3,447,599	)
Net loss for the year ended December 31, 2020			–				–			–			–				–			(25,248	)			(25,248	)
Sale of common shares		–			–			–		–		250,000			250			400,000		400			649,350			–			650,000
Balance as of December 30, 2020			–			$	–			44,093,276		$	44,093			$	(44,093	)	$	(181,415	)		$	(181,415	)
Cancellation of shares		–			–			–		–		(26,910,000	)		(26,910	)		–		–			–			–			(26,910	)
Net loss for the year ended December 31, 2021		–			–			–		–		–			–			–		–			–			(1,592,693	)		(1,592,693	)
Balance as of December 31, 2021		1,000,000		$	1,000			3,054	$	3		47,631,164		$	47,631			400,000	$	400		$	(2,873,543	)	$	(1,774,108	)	$	(4,598,617	)

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

F-5

~~FICAAR~~HFACTOR, INC.

(A development stage enterprise)

Condensed Consolidated Statements of Cash Flows

	Year	~~Year~~		Year		~~Year~~
	Ended	~~Ended~~		Ended		~~Ended~~
		December 31, 2020				December 31, 2019
	December 31, 2021			December 31, 2020
OPERATING ACTIVITIES:
Net loss	$	$(1,592,693	~~(25,248~~)	)$	(25,248	$)	~~(38,768~~	)
Adjustments for changes in working capital:
Adjustments to reconcile net loss to net cash used in operating activities:
Accounts payable and accrued expenses			8,802				29,055
Depreciation		35,705			–
Accrued interest			8,687				7,729
Amortization of debt discount on convertible notes		686,452			–
Advances payable-officer			259				1,984
Derivative expense (income)		(67,353	)		–
Net cash (used) in operating activities			(7,500	)			–
Change in fair market value of derivative liabilities		124,406			–
FINANCING ACTIVITIES:
Gain on forgiveness of debt		(113,799	)		–
Proceeds from borrowing			7,500				–
Changes in operating assets and liabilities:
Cash flows from financing activities			7,500				–
Accounts receivable		100,191			–
Increase (decrease) in cash and cash equivalents			–				–
Inventory		(63,289	)		–
Cash and cash equivalents - Beginning			–				–
Prepaid expenses		(2,079	)		–
Cash and cash equivalents - Ending		$	–			$	–
Accounts payable and accrued expenses		(31,747	)		16,561
Supplemental disclosures:
Accrued interest		97,250			8,687
Cash paid for interest		$	–			$	–
NET CASH (USED) IN OPERATING ACTIVITIES		(826,956	)		–
Cash paid for income taxes		$	–			$	–
CASH FLOWS FROM INVESTING ACTIVITIES:
Non-cash financing activities:
Equipment purchase		–			–
Expenses paid by a related party subject to a note		$	–			$	–
NET CASH (USED) IN INVESTING ACTIVITIES		–			–
Expenses paid by a non-related party subject to a note		$	7,500			$	30,855
FINANCING ACTIVITIES:
Sales of common stock		650,000
Proceeds from convertible notes payable		654,000			–
Payments of loans payable		(226,190	)		–
NET CASH PROVIDED BY FINANCING ACTIVITIES		1,077,810			–
Increase (decrease) in cash and cash equivalents		250,854			–
Cash and cash equivalents - Beginning		–			–
Cash and cash equivalents - Ending	$	250,854		$	–
Supplemental Disclosure of Cash Flow Information
Cash paid for interest	$	34,293		$	–
Cash paid for income taxes	$	–		$	–
NON-CASH TRANSACTIONS:
Common stock and Preferred stock issued in merger in exchange for net assets of HyEdge, Inc.	$	(3,447,600	)	$	–

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

F-6

~~FICAAR~~HFACTOR, INC.

NOTES TO ~~THE~~ CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - DESCRIPTION OF BUSINESS

History

~~Ficaar~~HFactor, Inc. formerly known as Ficaar, Inc. (the “Company” or “Ficaar” or “HFactor”) was incorporated in July 2001 under the name OwnerTel, Inc. The name of the Company was changed to Ficaar, Inc. in December of 2007 and to HFactor, Inc. on November 8, 2021.

~~The~~On May 28, 2021, David Cicalese (“Cicalese”), an officer and Board member of Ficaar entered into an agreement with Gail Levy whereby Cicalese agreed to sell 29,900,000 shares, representing a majority interest in Ficaar, to Levy. Acting as the majority shareholder of the Company, ~~operates~~Levy ~~its~~then ~~business~~caused ~~through~~Ficaar ~~its~~to enter into an Agreement and Plan of Merger (the “Merger Agreement”) between the Company, FCAA Merger Sub I, Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of Ficaar, ~~Standard~~and ~~Canna~~HyEdge, Inc. (“~~Standard~~Target” or “HyEdge”), a ~~Florida~~Delaware corporation, ~~formed~~wherein inMerger ~~2014,~~Sub and ~~its~~Target would merge, with Target surviving the transaction as a wholly owned ~~subsidiaries,~~subsidiary ~~Standard~~of ~~Cultivation~~Ficaar ~~Systems~~(the ~~Inc~~“Merger”)., The aMerger ~~Colorado~~Agreement ~~corporation~~was ~~formed~~executed inon ~~2014;~~August 6, 2021 and ~~Standard~~ ~~Property~~the ~~Group~~Merger ~~Inc.~~closed on August 9, a2021. ~~California~~The ~~corporation~~Merger ~~formed~~effected ina ~~2014;~~change in control and ~~Precious~~was ~~Holdings,~~accounted ~~Inc~~for as a "reverse acquisition" whereby Target is the accounting acquiror for financial statement purposes. Accordingly, ~~which~~for ~~was~~all ~~formed~~periods insubsequent ~~April~~to the Closing Date, the financial statements of ~~2011~~ inthe Company reflect the ~~state~~historical financial statements of ~~Delaware~~HyEdge and isany ~~wholly~~operations ~~owned~~of by the Company subsequent to the Merger.

~~In August~~Immediately ~~2012,~~following ~~certain shareholders of~~ the ~~Ficaar (the “Shareholders”)~~Merger, ~~representing a majority of~~ the ~~issued and outstanding~~business ~~common stock~~ of ~~Ficaar,~~HyEdge entered into an agreement and consummated such agreement with Sneaker Charmz, Inc., a Delaware corporation, whereby 72,020,000 shares of common stock of Ficaar was assigned by the Shareholders to Sneaker Charmz. Thereafter, Sneaker Charmz, Ficaar and David Cicalese consummated a transaction where the shares of common stock of Ficaar owned by Sneaker Charmz were transferred and assigned to Mr. Cicalese and Mr. Cicalese transferred his ownership of Sneaker Charmz to Ficaar. Thus, Sneaker Charmz became a ~~wholly owned subsidiary of Ficaar and Mr. Cicalese then owning 85% of~~ the ~~total~~business ~~issued and outstanding common stock~~ of ~~Ficaar. In addition,~~ the Company ~~divested Medical Cannabis Network, Inc~~., a company incorporated pursuant to the laws of Delaware and Ficaar’s former wholly-owned subsidiary. Mr. Jason Draizin resigned as an officer and member of Ficaar’s board of directors and Mr. David Cicalese (President and sole member of the Board of Directors of Sneaker Charmz) was appointed as President and a member of the Board of Directors of Ficaar. Following the consummation of the Agreement, Ficaar is engaged in the business of Sneaker Charmz, the development, marketing and sales of designer charms for footwear.

In January 2014, Mr. David Cicalese, President, a member of the Board of Directors and majority shareholder of Ficaar, contributed 100 shares of Precious Holdings, Inc., a Delaware corporation, which consists of all of the issued and outstanding equity of Precious Holdings, Inc. Thus, Precious Holdings Inc. became a wholly owned subsidiary of the Company.

In June 2015, the Board of Directors and shareholders representing a majority of the issued and outstanding common stock of the Company appointed Dawn Cames as President of the Company and a member of its Board of Directors

In connection with the reverse acquisition and recapitalization, all share and per share amounts have been retroactively restated. Since the transaction is considered a reverse acquisition and recapitalization, accounting guidance does not apply for purposes of presenting pro-forma financial information.

~~F-7~~On September 2, 2021 the Company filed an amendment in its articles of incorporation to change its name to HFactor Inc. The Company was able to secure an OTC Bulletin Board symbol HWTR from Financial Industry Regulatory Authority (FINRA).

Present Operations

The ~~business~~ Company as a result of the ~~Company~~Merger, ~~operating through~~ changed its ~~wholly~~business ~~owned~~focus ~~subsidiary,~~from ~~Standard,~~engaging isin the ~~purchase,~~cannabis ~~development~~industry ~~and~~to ~~operation~~presently ~~of growing~~being ~~space~~a ~~and~~holding ~~related~~company ~~facilities~~that ~~and~~operates ~~leasing~~entirely ~~our~~through ~~facilities~~its tosubsidiary, HyEdge, ~~marijuana~~Inc., ~~growers~~a ~~and~~Delaware ~~dispensary~~Corporation. ~~owners~~The ~~for~~Company ~~their~~engages ~~operations~~ in ~~jurisdictions~~the ~~where~~manufacturing, ~~such~~marketing, ~~operations~~distribution ~~are~~and ~~consistent~~selling ~~with~~of ~~state~~HFactor® hydrogen ~~and~~infused ~~local~~drinking ~~law~~water.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

~~The accompanying~~These ~~(a) condensed~~ consolidated ~~balance sheet at December 31, 2019, has been derived from audited~~ financial statements ~~and~~ ~~(b)~~are ~~condensed consolidated unaudited financial statements as of September 30, 2020 and 2019, have been prepared~~ presented in accordance with ~~generally accepted~~ accounting principles ~~for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by~~ generally accepted ~~accounting principles~~in ~~for~~the ~~complete~~United ~~financial~~States ~~statements,~~(“GAAP”) and ~~should~~are beexpressed ~~read~~ in ~~conjunction~~United ~~with~~States dollars. ~~the~~These ~~audited~~ consolidated financial statements ~~and~~ ~~related~~include ~~footnotes included in our Annual Report on Form 10K for~~ the ~~year~~accounts ~~ended~~of ~~December 31,~~HFactor ~~2019~~Inc. ~~(the “2019 Annual Report”), filed with the Securities~~ and ~~Exchange~~its ~~Commission~~wholly ~~(the~~owned ~~“SEC”)~~subsidiaries, ~~on February 2~~HyEdge, ~~2021~~Inc., a ItDelaware iscorporation ~~management’s opinion~~and, ~~however,~~the ~~that~~following all ~~material adjustments (consisting~~ of ~~normal recurring adjustments), have been made~~ which are ~~necessary for~~inactive, aStandard ~~fair~~Canna, ~~financial statement presentation~~Inc., ~~The~~a ~~condensed~~Florida ~~consolidated~~corporation, ~~financial~~and ~~statements~~its ~~include~~wholly ~~all material adjustments~~owned ~~(consisting~~subsidiaries, ofStandard ~~normal~~Cultivation ~~recurring~~Systems ~~accruals)~~Inc., ~~necessary~~a toColorado ~~make~~corporation; ~~the~~and ~~condensed~~Standard ~~consolidated~~Property ~~financial~~Group ~~statements not misleading as required by Regulation S-X~~Inc., ~~Rule~~a ~~10-01.~~California ~~Operating results for the three~~ corporation; and ~~nine~~as ~~months~~well ~~ended~~as ~~September~~Precious 30Holdings, ~~2020~~Inc., ~~are~~a ~~not~~Delaware ~~necessarily indicative~~corporation. ofAll ~~the~~inter-company ~~results~~balances ofand ~~operations~~transactions ~~expected~~have ~~for~~been ~~the~~eliminated ~~year~~on ~~ending December 31, 2020~~consolidation.

These consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”) and are expressed in United States dollars. These consolidated financial statements include the accounts of Ficaar and its wholly owned subsidiaries, all of which are inactive, Standard Canna, Inc., a Florida corporation, and its wholly owned subsidiaries, Standard Cultivation Systems Inc., a Colorado corporation; and Standard Property Group Inc., a California corporation; and as well as Precious Holdings, Inc., a Delaware corporation. All interF-~~company balances and transactions have been eliminated on consolidation.~~7

~~Development~~HFACTOR, ~~Stage~~INC.

~~The Company~~NOTES isTO ~~in the development stage as defined in Financial Accounting Standards Board Accounting Standards Codification (“ASC”)~~CONDENSED ~~Topic~~CONSOLIDATED ~~915,~~FINANCIAL ~~“Development Stage Entities.” The fiscal year end is December 31.~~STATEMENTS

~~The Company~~NOTE is2 a– ~~start-up venture with little or no operating history and has no revenues. In its development stages and infancy,~~SUMMARY ~~the~~OF ~~officers~~SIGNIFICANT ofACCOUNTING ~~the~~POLICIES ~~Company spent considerable time and effort in research and development in order to create a niche in the cannabis industry.~~(CONTINUED)

Going Concern

The financial statements have been prepared on a going concern basis, and do not reflect any adjustments related to the uncertainty surrounding the Company’s ~~development~~recurring ~~stage~~ losses, working capital deficiency or accumulated deficit.

~~The Company currently has no revenues and has incurred losses during its development stage.~~ As of December 31, ~~2020~~2021, the Company ~~has~~had $250,854 ~~yet~~in cash to ~~commence~~fund ~~substantial~~its operations. InThe ~~the~~Company ~~course~~does ofnot believe its ~~start-up~~current ~~activities,~~cash ~~the~~balance ~~Company~~will ~~has~~be ~~sustained~~sufficient ~~operating~~to ~~losses~~allow ~~and expects~~the Company to ~~incur~~fund its planned operating ~~losses~~activities infor ~~2021.~~the ~~These~~next ~~principal~~twelve ~~factors~~months. ~~raise~~The ~~substantial~~ability ~~doubt~~of ~~concerning~~ the Company’s ~~ability~~ to continue as a going concern. ~~Management~~is ~~has~~dependent ~~financed~~ on the Company’s ~~operations~~obtaining ~~principally~~adequate ~~through~~capital ~~loans~~to ~~from~~fund ~~its~~operating ~~President who~~losses isuntil ~~also~~it abecomes profitable. These principal ~~shareholder.~~factors Itraise issubstantial doubt concerning the Company’s ~~intent~~ability to continue toas ~~raise~~a ~~funds~~going inconcern. ~~this~~Management ~~manner~~has ~~and~~financed ~~to raise funds through~~ the ~~sale of equity securities until the~~ Company’s ~~attains~~operations ~~profitability. However, management cannot provide any assurance~~principally ~~that~~through ~~the~~government ~~Company~~loans, ~~will~~third beparty ~~successful~~loans inand ~~accomplishing~~from ~~any~~related ~~of its plans~~parties.

~~F-8~~It is the Company’s intent to continue to raise funds in this manner and to raise funds through the sale of equity securities until the Company attains profitability. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Cash

For purposes of reporting cash flows, the Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2021 and December 31, 2020, the Company held a cash balance of $250,854 and $ -0-, respectively.

Revenue Recognition

~~The~~ Revenue from sales of the Company’s ~~recognizes~~products is ~~revenue~~recorded when ~~persuasive~~title ~~evidence~~and risk of anloss ~~arrangement~~have ~~exists,~~passed ~~services~~to ~~have~~the ~~been~~buyer ~~rendered,~~and criteria ~~the~~for ~~sales~~revenue ~~price~~recognition is met. The Company sells ~~fixed~~its orproducts ~~determinable,~~to individual consumers and ~~collectibility~~resellers isupon ~~reasonably~~receipt ~~assured~~of a written order. ToThe ~~date~~Company has a limited return policy for defective items that requires that buyers give the Company ~~has~~notice ~~not~~within ~~generated~~30 days ~~any~~after receipt of the products. Due to the immaterial quantities of returned products historically, for the periods ended December 31, 2021 and December 31, 2020, the Company recognized revenue at the time of delivery without providing any reserve.

Accounts Receivable

Accounts receivable represents amounts due from the Company’s customers. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management utilizes a specific customer identification methodology. Management also considers historical losses adjusted for current market conditions and the customers’ financial condition and the current receivables aging and current payment patterns. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers. As of December 31, 2021 and December 31, 2020, the allowance for doubtful accounts were not material.

F-8

HFACTOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Inventories

Inventories are stated at the lower of cost (on a first-in, first-out basis) or market value. The stated cost is comprised of finished goods of HFactor^®hydrogen infused drinking water, its related raw material and spare parts for machinery. Reserves, if necessary, are recorded to reduce inventory to market value based on assumptions about consumer demand, current inventory levels and product life cycles for the various inventory items. These assumptions are evaluated annually and are based on the Company’s business plan and from feedback from customers and the product development team. As of December 31, 2021 and 2020, the inventory reserves were not material.

Fixed Assets

Fixed assets are stated at cost, less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which is generally three to five years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income or expense.

The Company will periodically evaluate whether events and circumstances have occurred that may warrant revision of the estimated useful lives of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs for the years ended December 31, 2021 and 2020 were $ 104,762 and $ -0-, respectively.

Shipping and Handling

Costs incurred by the Company for shipping and handling are included in costs of revenues. Shipping and handling costs for the years ended December 31, 2021 and 2020 were $ 529,388 and $ -0-, respectively.

Income Taxes

The Company accounts for income taxes under ASC 740, Income Taxes. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period, which includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

ASC 740 contains a two-step approach to recognizing and measuring uncertain tax positions. This first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.

F-9

HFACTOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In June, 2006, the Financial Accounting Standards Board issued FASB Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes” - An interpretation of FASB Statement No. 109 and codified under ASC 740. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes”. This interpretation prescribed a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax provision taken or expected to be taken in a tax return. In addition, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transition.

Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company's evaluation was performed for the tax years ended December 31, 2017 through 2021, The Company does not expect any changes in its unrecognized tax benefits in the current year.

The Company’s policy for recording interest and penalties related to unrecognized tax benefits is to record such expenses as a component of current income tax expense. As of December 31, 2021, and 2020, the Company has no accrued interest or penalties related to uncertain tax positions.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.

Research and Development Expense

Costs related to research and development, which primarily consists of consulting for logo and packaging design, are charged to expense as incurred. The Company has not incurred any research and development for the ~~three~~years ~~and nine months~~ ended December 31, ~~2020~~2021 and ~~2019~~ 2020.

Net Loss Per Share

The Company computes net income (loss) per share in accordance with ASC Topic 260, Earning per Share, formerly Statement of Accounting Standards SFAS No. 128, “Earnings per 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 income (loss) available to common shareholders (numerator) before and after discontinued operations, by the weighted average number of common shares outstanding (denominator) during the period, including contingently issuable shares where the contingency has been resolved. 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. For the years ended December 31, 2021 and 2020, outstanding stock options, warrants, and shares issuable upon conversion of convertible notes were anti-dilutive because of net losses, and, as such, their effect has not been included in the calculation of diluted net loss per share.

~~Income Taxes~~F-10

~~The Company~~HFACTOR, ~~accounts for income taxes under ASC 740 (formerly FASB 109) “Accounting for Income Taxes”~~INC. Under ASC 740 deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates in recognized in income in the period which includes the enactment date.

~~In June,~~NOTES ~~2006,~~TO ~~the Financial Accounting Standards Board issued FASB Interpretation No. 48 (FIN 48), “Accounting for Uncertainty~~CONDENSED inCONSOLIDATED ~~Income~~FINANCIAL Taxes” - An interpretation of FASB Statement No. 109 and codified under ASC 740. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes”. This interpretation prescribed a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax provision taken or expected to be taken in a tax return. In addition, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transition.STATEMENTS

~~F-9~~NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

~~Based~~Basic on its evaluation, the Company has concluded that there are no significant uncertain tax positions regarding recognition in financial statements. The Company’s evaluation was performed for the tax years, ended December 31, 2019, 2018, 2017, 2016 and ~~2015 for~~Diluted USNet ~~federal~~Loss ~~income~~Per ~~tax and state income taxes, the years which remain subject to examination by major tax jurisdictions as of December 31, 2019.~~Share

The Company computes loss per common share, in accordance with FASB ASC Topic 260, Earnings Per Share, which requires dual presentation of basic and diluted earnings per share. Basic income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants. No potential dilutive common shares are included in the computation of any diluted per share amount when a loss is reported.

Stock Based Compensation

The Company applies the fair value method of ASC 718, Compensation-Stock Compensation, in accounting for its stock-based compensation. These standards state that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period, if any. The Company uses the Black-Scholes option pricing model to determine the fair value of its stock, stock option and warrant issuance. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price, as well as assumptions regarding a number of complex and subjective variables. These variables include the Company’s expected stock price, volatility over the term of the awards, actual employee exercise behaviors, risk-free interest rate and expected dividends.

Fair Value

FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:

F-11

HFACTOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Level 1 — Quoted market prices for identical assets or liabilities in active markets or observable inputs;

Level 2 — Significant other observable inputs that can be corroborated by observable market data; and

Level 3 — Significant unobservable inputs that cannot be corroborated by observable market data.

The carrying amounts of cash, loan receivable, accounts payable and other liabilities, and accrued interest payable approximate fair value because of the short-term nature of these items.

The fair value of the Company’s debt approximated the carrying value of the Company's debt as of December 31, 2021 and December 31, 2020. Factors that the Company considered when estimating the fair value of its debt included market conditions, liquidity levels in the private placement market, variability in pricing from multiple lenders and term of debt.

Recent Accounting Pronouncements

We have considered all other recently issued accounting pronouncements during ~~2020~~2021 and ~~2019~~2020 and do not believe the adoption of such pronouncements will have a material impact on our consolidated financial statements.

~~NOTE~~In 3February 2016, the FASB issued ASU 2016-02, Leases ~~NOTES~~(Topic ~~PAYABLE~~842), which will require lessees to recognize almost all leases on their balance sheet as a right-~~THIRD~~of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring ~~PARTY~~leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. In January 2018, the FASB issued ASU 2018-01, which permits an entity to elect an optional transition practical expedient to not evaluate land easements that exist or expire before the Company's adoption of Topic 842 and that were not previously accounted for as leases under Topic 840. On May 20, 2020, the FASB voted to delay implementing the new lease standard for non-public organizations, making their new effective date the fiscal year starting after Dec. 15, 2021. The Company intends to elect this transition provision.

~~The Company~~In ~~has~~August ~~issued~~2018, athe FASB ~~note~~issued ~~with~~ASU a2018-13, ~~principal~~“Changes ~~balance~~to ~~due~~Disclosure inRequirements ~~the~~for ~~amount~~Fair ofValue ~~$100~~Measurements”,~~695~~ aswhich atwill ~~December~~improve ~~31,~~the ~~2020~~effectiveness of ~~and~~disclosure ~~December~~requirements ~~31,~~for ~~2019, respectively.~~recurring ~~With~~and ~~interest~~nonrecurring ~~payable~~fair atvalue 8%measurements. ~~per~~The ~~annum~~standard removes, modifies, and ~~due~~adds ~~June~~certain 30disclosure requirements, ~~2022.~~and ~~The note~~ is ~~convertible~~effective tofor ~~common~~fiscal ~~stock~~years, atand ~~the~~interim ~~lesser of:~~periods ~~(i)~~within athose ~~50%~~fiscal ~~discount~~years, tobeginning ~~market~~after ~~price~~December ~~for~~15, ~~the~~2019 ~~Company’s stock; and~~ (~~ii)~~for “emerging ~~$0.01~~growth ~~per~~company” ~~share.~~beginning Asafter of December 3115, 2020,). ~~and~~The ~~December 31,~~Company ~~2019~~has ~~the~~adopted ~~Company~~this ~~has~~standard ~~determined~~effective ~~that~~from ~~there~~January 1, is2021, noand ~~beneficial~~the ~~conversion~~adoption ~~feature~~of ~~since~~this ~~the~~standard ~~stock~~did ~~has~~not nohave ~~quoted~~any ~~market~~significant ~~value or~~impact ~~other~~on ~~means~~the toconsolidated ~~determine~~financial ~~market~~statements.

~~NOTE 4~~ F- ~~NOTES PAYABLE - RELATED PARTY~~12

~~The Company has issued a note payable to its’ majority shareholder and President with a principal balance due in the amount of $6~~HFACTOR,~~525~~ ~~as at December 31, 2020 and December 31, 2019 with interest payable at 7~~INC.~~0% per annum maturing June 30, 2022.~~

~~NOTE 5~~NOTES -TO ~~COMMITMENTS~~CONDENSED CONSOLIDATED ~~AND~~FINANCIAL ~~CONTINGENCIES~~STATEMENTS

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The FASB recently issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to reduce complexity in applying GAAP to certain financial instruments with characteristics of liabilities and equity. The guidance in ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, which requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. The guidance in ASC 470-20 applies to convertible instruments for which the embedded conversion features are not required to be bifurcated from the host contract and accounted for as derivatives. In addition, the amendments revise the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification. These amendments are expected to result in more freestanding financial instruments qualifying for equity classification (and, therefore, not accounted for as derivatives), as well as fewer embedded features requiring separate accounting from the host contract. The amendments in ASU 2020-06 further revise the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. The amendments in ASU 2020-06 are effective for public entities for fiscal years beginning after December 15, 2021, with early adoption permitted (for “emerging growth company” beginning after December 15, 2023). The Company will be evaluating the impact this standard will have on the Company’s consolidated financial statements.

Update ASU 2021-10- Government Assistance (Topic 832)

In November 2021, the FASB issued guidance which requires business entities to disclose information about certain government assistance they receive. The amendments in this Update are effective for all entities within their scope for financial statements issued for annual periods beginning after December 15, 2021. Early application of the amendments is permitted. An entity should apply the amendments in this Update either (1) prospectively to all transactions within the scope of the amendments that are reflected in financial statements at the date of initial application and new transactions that are entered into after the date of initial application or (2) retrospectively to those transactions. We do not expect adoption of this standard to result in additional disclosures within our Consolidated Financial Statements.

NOTE 3 – FIXED ASSETS, NET

Fixed assets, net consist of the following:

Schedule of fixed assets, net
	December 31,			December 31,
	2021			2020
Machinery and equipment	$	577,645		$	–
Construction in progress		3,089			–
Less accumulated depreciation		(323,515	)		–
Fixed assets net	$	257,219		$	–

Depreciation expense for the years ended December 31, 2021 and December 31, 2020 was $35,705 and $-0-, respectively.

F-13

HFACTOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable amounting to $3,097,807 as of December 31, 2021, primarily represents payables to vendors for raw materials amounting to $1,793,572, consulting and construction services amounting to $569,264, interest on promissory notes and loans amounting to $145,002, and outstanding and accrued professional fees amounting to $589,969.

Accounts payable amounting to $35,391 as of December 31, 2020, primarily filing service providers amounting to $8,522, and outstanding plus accrued professional fees of $20,250.

NOTE 5 – GOVERNMENT DEBT

Paycheck Protection Program Loan

On April 20^th, 2020, the Company executed a note (the “PPP Note”) for the benefit of Stone Bank, N.A. (the “Lender”) in the aggregate amount of $112,715 under the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The PPP is administered by the U.S. Small Business Administration (the “SBA”). The loan is unsecured. The interest rate of the loan is 1% per annum and accrues on the unpaid principal balance computed on the basis of the actual number of days elapsed in a year of 360 days. Commencing six months after the effective date of the PPP Note, the Company is required to pay the Lender equal monthly payments of principal and interest of $9,443.87, beginning (13) months from the month this Note is dated as required to fully amortize any unforgiven principal balance of the loan by the two-year anniversary of the effective date of the PPP Note (the “Maturity Date”). The Maturity Date can be extended to five years if mutually agreed upon by both the Lender and the Company. Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of the loan granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities. Recent modifications to the PPP by the U.S. Treasury and Congress have extended the time period for loan forgiveness beyond the original eight-week period, making it possible for the Company to apply for forgiveness of its PPP loan. On April 7, 2021, the Company received Notice and Approval for forgiveness of payment of $112,715 and $1,083 in interest of this Note and, accordingly reflected as a Gain on Forgiveness of Debt in the accompanying financial statements.

Economic Injury Disaster Loan

On June 2, 2020, the Company executed a secured loan with the U.S. Small Business Administration (SBA) under the Economic Injury Disaster Loan program in the amount of $150,000. The loan is secured by all tangible and intangible assets of the Company and payable over 30 years at an interest rate of 3.75 % per annum. Installment payments, including principal and interest, totaling $731.00 monthly, will begin thirty (30) months from the date of the Note, with first payments applied to accumulated accrued interest. As part of the loan, the Company also received an advance of $10,000 from the SBA. While the SBA refers to this program as an advance, it was written into law as a grant. This means that the amount given through this program does not need to be repaid.

F-14

HFACTOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – GOVERNMENT DEBT (continued)

Future maturities of government debt are as follows:


Year Ending December 31,
2022	$	–
2023		–
2024		–
2025		–
Thereafter		150,000
Total Principal Payments	$	150,000

NOTE 6 – NOTES PAYABLE-THIRD PARTIES

Third party convertible notes payable consists of the following:


	December 30, 2021		December 31, 2020
Convertible promissory note with interest at 8% per annum, convertible into common shares at the lesser of: (i) a 50% discount to market price for the Company’s stock or (ii) $0.01 per share. Matures on June 30, 2022, net of unamortized discount of $40,975 at December 31, 2021.	$	80,394	$	108,196

$250,000 convertible promissory notes with interest at 10% per annum, convertible into common shares at any time after 180 days at 30% discount to the lowest daily VWAP during the 10-day period immediately preceding conversion. Matures on May 27, 2022, unless earlier converted, net of unamortized discount of $73,194 and December 31, 2021. (A)		176,805		–

$152,000 convertible promissory notes with interest at 10% per annum, convertible into common shares at any time after 180 days at 30% discount to the lowest daily VWAP during the 10-day period immediately preceding conversion. Matures on July 22, 2022, net of unamortized discount of $80,124 at December 31, 2021. (B)		71,875		–

$252,000 convertible promissory notes with interest at 10% per annum, convertible into common shares at any time after 180 days at 30% discount to the lowest daily VWAP during the 10-day period immediately preceding conversion. Matures on October 4, 2022, net of unamortized discount of $191,902 at December 31, 2021. (C)		60,098		–

Unsecured promissory note for finder’s fee due with interest at 10% per annum, with monthly payments of $1,000. Matures May 1, 2022, or the earlier of the Company aggregate proceeds exceeding $1,000,000 from the sale of equity securities.		74,049		–

Total Notes Payable-Third Parties	$	463,221	$	108,196

F-15

HFACTOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – NOTES PAYABLE-THIRD PARTIES (continued)

(A) Includes a warrant for the right to purchase an additional 250,000 shares of Company Common Stock, subject to adjustments for anti-dilution. Each Warrant is exercisable for a period of five years from the date of issuance at an initial exercise price of $1 per share. The exercise price is also subject to adjustment due to certain events, including stock dividends, stock splits and recapitalizations. In the event the Company files a registration statement with the Securities and Exchange Commission, the Maturity Date shall be the earlier of (i) May 27, 2022; or (ii) the date on which the Company has raised at least $1,250,000 under a registration statement. Interest is payable at the Maturity Date.

(B) Includes a warrant for the right to purchase an additional 300,000 shares of Company Common Stock, subject to adjustments for anti-dilution. Each Warrant is exercisable for a period of five years from the date of issuance at an initial exercise price of $0.55 per share. The exercise price is also subject to adjustment due to certain events, including stock dividends, stock splits and recapitalizations. In the event the Company files a registration statement with the Securities and Exchange Commission, the Maturity Date shall be the earlier of (i) July 22, 2022; or (ii) the date on which the Company has raised at least $1,500,000 under a registration statement. Interest is payable at the Maturity Date.

(C) Includes a warrant for the right to purchase an additional 300,000 shares of Company Common Stock, subject to adjustments for anti-dilution. Each Warrant is exercisable for a period of five years from the date of issuance at an initial exercise price of $0.55 per share. The exercise price is also subject to adjustment due to certain events, including stock dividends, stock splits and recapitalizations. In the event the Company files a registration statement with the Securities and Exchange Commission, the Maturity Date shall be the earlier of (i) October 4, 2022; or (ii) the date on which the Company has raised at least $1,500,000 under a registration statement. Interest is payable at the Maturity Date

The Company allocated $680,872 of the derivative liability as a discount against the Warrant liabilities for the period ended December 31, 2021 and $-0- for the year ended December 31, 2020, respectively. The Company recorded $308,779 and $ -0- of interest expense pursuant to the amortization of the note discounts during the periods ended December 31, 2021 and 2020, respectively.

In accordance with ASC 470-20 “Debt with Conversion and Other Options”, the Company allocated $654,000 and $-0- of the derivative liability as discounts against the convertible notes for the years ended December 31, 2021 and December 31, 2020, respectively. The discounts are being amortized to interest expense over the term of the notes using the straight-line method which approximates the effective interest method. The Company recorded $377,673 and $ -0- of interest expense pursuant to the amortization of the note discounts during the years ended December 31, 2021 and 2020, respectively.

F-16

HFACTOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 – NOTES PAYABLE - RELATED PARTY

Notes payable to related parties consists of the following:


	December 30, 2021		December 31, 2020
Secured Promissory Note – RP, dated September 30, 2019 Note accrues interest at 10 % per annum, due and payable on July 1, 2022 (A)	$	445,116	$	–

Secured Promissory Note – LK, dated September 30, 2019 Note accrues interest at 10 % per annum, due and payable on July 1, 2022 (A)		100,000		–

Secured Promissory Note – C Lemen, dated July 23, 2020. Note accrues interest at 10% per annum, due and payable on July 1, 2022 (A)(B)		90,000		–

Unsecured Promissory Note – DC, dated September 30, 2012. Note accrues interest at 7% per annum, due and payable on June 30, 2022		6,525		6,525

Total Notes Payable-Related Party	$	641,641	$	6,525

(A)	Secured by all of Company’s accounts receivable and inventory.

(B)	Includes a five (5) year common stock warrant of common stock. Warrants equal to 1% of the principal loan divided by $0.414, exercisable at the fair market value on execution date.

NOTE 8 – DERIVATIVE LIABILITIES

The Company analyzed the notes payable – related parties and convertible notes payable referred to in Notes 6 and 7 based on the provisions of ASC 815-15 and determined that the conversion options of the convertible notes qualify as embedded derivatives and required the recognition of derivative liabilities.

For the derivative instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then revalued at each reporting date and any resulting gain or loss is recognized as a current period charge to the consolidated statements of operations. The Company estimates the fair value of the embedded derivatives using a Monte Carlo simulation valuation model that combines expected cash outflows with market-based assumptions regarding risk-adjusted yields, stock price volatility, probability of a change of control and the trading information of our common stock into which the notes are convertible, as appropriate to value the derivative instruments at inception and subsequent valuation dates and the value is reassessed at the end of each reporting period, in accordance with FASB ASC Topic 815-15.

The aggregate fair value of derivative liabilities as of December 31, 2021 and December 31, 2020 amounted to $793,997 and $ -0-, respectively. The assets or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of the assets that are measured at fair value on a recurring basis.

F-17

HFACTOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – DERIVATIVE LIABILITIES (continued)


	Consolidated Balance Sheet		Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2)		Significant Unobservable Inputs (Level 3)
Derivative Liabilities:
December 31, 2021	$	793,997	$	–	$	–	$	793,997
December 31, 2020	$	–	$	–	$	–	$	–

The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis:


	Year Ended December 31, 2021			Year Ended December 31, 2020
Beginning balance	$	–		$	–
Aggregate fair value of conversion features upon issuance		918,403			–
Fair value of derivatives reclassified to equity		–			–
Net transfer into level 3		–			–
Fair value of warrants netted against common stock issued for stock		–			–
Change in fair value of conversion features		(124,406	)		–
Change in fair value of warrant and stock option derivative liabilities		–			–
Ending balance	$	793,997		$	–

NOTE 9 – MERGER AND RELATED TRANSACTIONS

The Merger

On August 6, 2021, the Company, FCAA Merger Sub I, Inc, (‘Merger Sub”), a Delaware corporation and wholly owned subsidiary of Ficaar, and HyEdge, Inc. ("Target" or "HyEdge"), a Delaware corporation, entered into an Agreement and Plan of Merger (the "Merger Agreement") which closed on August 9, 2021 (the "Closing Date"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Target and the separate corporate existence of Merger Sub ceased, with Target continuing its corporate existence as a wholly owned subsidiary of the Company. The Merger effected a change in control and was accounted for as a "reverse acquisition" whereby Target is the accounting acquiror for financial statement purposes. Accordingly, for all periods subsequent to the Closing Date, the financial statements of the Company reflect the historical financial statements of HyEdge and any operations of the Company subsequent to the Merger.

Prior to the Merger, the Company ceased being an operating company and became a "shell company". Pursuant to the Merger, the Company acquired the business of Target to engage in the business of the development, marketing, and sale of hydrogen-infused water and other consumer goods.

F-18

HFACTOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 – MERGER AND RELATED TRANSACTIONS (continued)

As consideration for the merger, Target shareholders exchanged 100% of Target Stock (as defined in the Merger Agreement) totaling 44,136,473 fully diluted shares into shares of Company Common Stock at a conversion rate of 0.7 As a result, an aggregate of 30,895,530 shares of the company’s Common Stock, 1,000,000 shares of Series C Preferred Stock and 3,054 shares of Series D Preferred Stock were to be issued to the shareholders of Target. As of December 31, 2021, there were 30,197,888 of the planned Merger shares of common stock issued and the Series C and D Preferred shares issued.

The end of report schedule presents unaudited consolidate pro forma results of operations data as if the acquisitions had occurred on January 1, 2020. This information does not purport to be indicative of the actual results that would have occurred if the acquisition had actually been completed on the date indicated, not is it necessarily indicative of the future operating results or the financial position of the combined company.

Changes to the Company's Officers and Directors

Effective May 27, 2021, the Company’s Board of Directors appointed Gail Levy as Chief Executive Officer of FICAAR, Inc. On June 1, 2021, in conjunction with the aforementioned change in control, David Cicalese resigned as Secretary and Chairman of the Board of Directors. On June 9, 2021, a majority of Company shareholders elected Gail Levy as Chairman and a member of the Board of Directors. These changes were reported on the Company's form 8-K that was filed on June 10, 2021.

In conjunction with the Merger, Dawn Cames resigned as President, James C. Sanborn was appointed as COO and as a member of the Board of Directors, and Leonard Klingbaum was appointed as a member of the Board of Directors.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Legal – To the best of our knowledge and belief, no material legal proceedings of merit are currently pending or threatened.

~~NOTE 6~~Legal ~~- EQUITY~~Matters:

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business.

To the best of the Company’s knowledge and belief, no material legal proceedings of merit are currently pending or threatened.

Dispute:

The Company is disputing the validity of a convertible promissory note carried over from its merger in August 2021. Since it presently is not possible to determine the outcome of this matter, the note is disclosed in Note 6 to the financial statements with a net balance of $80,394 until its ultimate resolution.

Employment and Consulting Agreements:

During years from 2017 to 2019, the Company signed employment agreements with five executive officers: the President, Chief Operating Officer, Director of Marketing, President and Chief Medical Officer and its Vice President of Sales. With the exception of one contract, each agreement is at will with no set termination periods., unless terminated earlier. The contracts provide for an annual base salary ranging from $100,000 to $200,00, participation in the Company’s Bonus Plan, Stock Option Plan, Medical benefits, severance pay and two (2) year non-compete clauses.

Rental:

As a result of the COVID-19 pandemic, Company management and employees have been working remotely and accordingly, incurring no rental expense during the years ended December 31 2021 and 2020.

F-19

HFACTOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 – COMMITMENTS AND CONTINGENCIES (continued)

COVID-19

In December 2019, a novel strain of coronavirus (“COVID-19”) was reported to have surfaced in Wuhan, China, and has since reached multiple other countries, including the United States, resulting in government-imposed quarantines, travel restrictions and other public health safety measures in affected countries. The various precautionary measures taken by many governmental authorities around the world in order to limit the spread of COVID-19has had, and could continue to have, an adverse effect on the global markets and its economy, including on the availability and pricing of employees and resources, and other aspects of the global economy. Although the Company cannot predict the impact that the COVID-19 pandemic will have on its business or results of operations in future periods, to date, the Company’s core water product applications have been able to support the increased demand the Company has experienced. On April 20, 2020, to help ensure adequate liquidity in light of the uncertainties posed by the COVID-19 pandemic, the Company entered into a promissory note with an aggregate principal amount of $112,715 (the “Note”) in favor of Stone Bank, N.A., as lender (the “Lender”) under the Small Business Administration (the “SBA”) Paycheck Protection Program under the recently enacted Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). On April 7, 2021, the Note was fully forgiven by the SBA and the Lender in compliance with the provisions of the CARES Act (see Note 5).

On March 11, 2020, the World Health Organization declared the ongoing COVID-19 outbreak as a global health emergency. This resulted in governments worldwide enacting emergency measures to combat the spread of the virus, including the closure of certain non-essential businesses

During the years ended December 31, 2021, and 2020, respectively, the pandemic did not have a material impact on the Company’s operations. As of December 31, 2021, and 2020, the Company did not observe any material impairment of its assets or a significant change in the fair value of assets due to the COVID-19 pandemic. The Company has taken steps to minimize the potential impact of the pandemic including safety measures with respect to personal protective equipment, the reduction in travel and the implementation of a virtual office including regular video conference meetings and participation in virtual customer meetings and other virtual events.

NOTE 11 – EQUITY

Common stock:

The Company has authorized 200,000,000 shares of $.001 par value common stock. As of December 31, ~~2020~~2021, and December 31, ~~2019~~2020, the Company had 47,631,164 and 44,093,276 shares, respectively, of common stock issued and outstanding.

On October 27, 2021 26,910,000 shares of Common Stock of the Company held by the Company’s Chief Executive Officer were returned to treasury and retired.

On December 10, 2021 and December 15, 2021, the Company received total proceeds of $650,000 for the sale of 650,000 common stock shares at $1.00 per share. The December 15, 2021 sale of 400,000 shares were issued on January 3, 2022 and accordingly, recorded as common stock subscribed in the accompanying financial statements.

F-20

HFACTOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 – EQUITY (continued)

On November 12, 2021, the U.S. Securities and Exchange Commission (“SEC”) issued a Notice of Qualification for the Company's Form 1-A Offering Circular for an offering of the Company’s Common Stock shares under Regulation A+ (the "Offering") of the Securities Act of 1933 (the “Act”). The purpose of the Offering is to allow both accredited and non-accredited potential investors the opportunity to invest directly in the Company. The Offering has a minimum and maximum investment of $25,000 to at a price of $1.00 per share.

Preferred Stock:

The Company has authorized 1030,000,000 shares of $.001 par value preferred stock. ~~The Company has no preferred stock issued and outstanding.~~

~~NOTE~~On August 6, 2021, the Company amended its Articles 7of -Incorporation ~~INCOME~~to ~~TAXES~~include Certificates of Designation for two new classes of Preferred Stock – Series C Preferred, authorized 1,000,000 shares and, Series D Preferred, authorized 18,000,000 shares.

In connection with the Merger with HyEdge, on September 15, 2021, the Company issued 1,000,000 shares of Series C Convertible Preferred stock, non-dividend, with voting rights. Each share of Series C Preferred stock is convertible into the number of shares of the Company’s common stock equal to the result of (i) 1.5 times the number of Common shares issued and outstanding calculated on a fully diluted basis at the time of conversion, (ii) divided by the total number of Series C Preferred shares issued and outstanding at the time of conversion.

Additionally, the Company issued 3,054 shares of Series D Convertible Preferred stock, non-dividend, with no voting rights. Each share of Series D Preferred stock is convertible into the number of shares of the Company’s common stock equal to 0.01% of the number of Common shares issued and outstanding at the time of conversion.

As of December 31, 2021, 28,996,946 shares of Preferred stock remain unissued.

NOTE 12 – INCOME TAXES

The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During the current period, the Company incurred a net loss and therefore has no tax liability.

~~F-10~~The Company has U.S. federal and state net operating loss carryovers (“NOL’s”) of approximately $15 million and $12 million at December 31, 2021 and December 31, 2020, respectively, which begin to expire in 2036. Section 382 of the Internal Revenue Code limits the amount of NOL’s available to offset future taxable income when a substantial change in ownership occurs.

~~NOTE~~At 8December -31, ~~RELATED~~2021, ~~PARTY~~the ~~TRANSACTIONS~~Company has a net operating loss carryforward of approximately $11 million for federal and $12 million for state tax purposes. The significant components of deferred income tax assets at December 31, 2021 and December 31, 2020 were as follows:


	December 31, 2021			December 31, 2020
Deferred tax asset:
Net operating loss carry-forward	$	3,150,000		$	2,520,000
Less: valuation allowance		(3,150,000	)		(2,520,000	)

Net deferred income tax asset	$	–		$	–

F-21

HFACTOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 – INCOME TAXES (CONTINUED)

The amount taken into income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more-likely-than-not to be realized from future operations. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards. The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change and which cause a change in management’s judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income.

As of December 30, 2021 and December 31, 2020, the Company has no recognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the period ended December 31, 2021 and year ended December 31, 2020. As of December 31, 2021 and December 31, 2020, the Company did not have any amounts recorded pertaining to uncertain tax positions.

NOTE 13 – RELATED PARTY TRANSACTIONS

Parties are considered to be related if one party has the ability to control or exercise significant influence over the other party in making financial and operating decisions. Details of transactions between the Company and related parties are disclosed below:

~~The~~On April 15, 2019, the Company entered into ~~following~~an ~~have~~intellectual ~~been~~property ~~identified~~licensing asagreement (the “Agreement”) with HyEdge IP Co. (“HyEdge IP”), an entity 100% owned by the founder and CEO of the Company. Pursuant to the agreement, HyEdge IP granted the Company an exclusive, non-assignable, non-sublicensable and royalty-free right and license to use the intellectual properties related ~~parties:~~to beverages infused with hydrogen for human consumption owned by HyEdge IP (the “Intellectual Properties”), solely within North America. In addition, the Company agrees to irrevocably assign and transfer to HyEdge IP, all of its right, title and interest in and to any improvements, acquired through use, modification or improvement, on the Intellectual Properties (the “Improvements”).

David Cicalese	Director and greater 10% shareholder
Dawn Cames	President

The license will be terminated if 1) the Company fails to perform any term or condition of the Agreement and fails to cure such failure within 30 days. or 2) the Company undergoes any direct or indirect sale, merger, consolidation, or transfer of greater than 50% of the Licensee's ownership shares or business assets to a person or group of persons, or 3) the Company substantially discontinues business operations.

On December 20, 2019, the Company and HyEdge IP entered into an amendment to the Agreement (the "Amendment"), expanding the territory in the Agreement from North America to worldwide, including the World Wide Web. In addition, the Amendment clarified the scope of the license and rights in question, which includes the Intellectual Properties and the Improvements. The Amendment also stipulated that the Company and HyEdge ~~following~~IP ~~balances~~shall ~~existed~~agree ~~with~~upon ~~related~~a ~~parties:~~royalty for the Company's use of the Intellectual Properties, including the Improvements, outside of North America.

	December 31,		December 31,
	2020		2019
Balance sheet:
Note Payable-D. Cicalese	$	6,525	$	6,525
Advances Payable -officer	$	2,728	$	2,469
Accrued Interest	$	3,718	$	3,030
Income Statement:
Interest expense	$	458	$	457

F-22

~~F-11~~HFACTOR, INC.

~~ITEM~~NOTES 9.TO ~~CHANGES~~CONDENSED CONSOLIDATED ~~IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND~~ FINANCIAL ~~DISCLOSURE~~STATEMENTS

~~There are no disagreements with the findings~~NOTE of14 ~~the~~– ~~Company’s~~SUBSEQUENT ~~present accountants.~~EVENTS

The Company has evaluated subsequent events through April 11, 2022, which is the date the financial statements were issued, and has concluded that no such events or transactions took place which would require adjustment to or disclosure in the financial statements, except for the following:

Equity

During the first quarter of 2022, the Company received total proceeds of $355,000 for the sale of 355,000 common stock shares at $1.00 per share.

On December 3, 2021, the Company entered into a Stock Purchase Agreement with Boot Capital LLC (“Boot”) whereby Boot Capital agreed to retire all of its outstanding warrants (850,000 in total) in exchange for 200 shares of Series D Preferred stock. The Preferred stock shares were issued on March 29, 2022.

F-23

HFACTOR , INC. AND SUBSIDIARIES

PRO FORMA CONDENSED COMBINED BALANCE SHEETS (Unaudited)

	DECEMBER 31,2021													DECEMBER 31. 2020
								Merger			Pro Forma										Merger			Pro Forma
	FICAAR INC.			HYEDGE INC.				Adjustments			Combined			FICAAR INC.			HYEDGE INC.				Adjustments			Combined
	(Public Co.)			(Private Co.)										(Public Co.)			(Private Co.)
	Accounting			Accounting										Accounting			Accounting
	Acquiree			Acquiror										Acquiree			Acquiror
ASSETS

CURRENT ASSETS:
Cash	$	–		$	250,854						$	250,854		$	–			70,256						$	70,256
Accounts receivable		–			75,737							75,737			–			139,315							139,315
Loan receivable		1,302,000			–		bb		1,302,000			–			–			–							–
Inventory		–			468,913							468,913			–			383,245							383,245
Other current assets		–			53,085							53,085			–			74,321							74,321
TOTAL CURRENT ASSETS		1,302,000			848,589							848,589			–			667,137							667,137

PROPERTY AND EQUIPMENT, net		–			257,219							257,219			–			324,937							324,937

	$	1,302,000			1,105,808						$	1,105,808		$	–		$	992,074						$	992,074


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	23,757		$	3,074,050						$	3,097,806		$	33,203		$	3,022,191						$	3,055,394
Notes payable-Shareholders		6,525			635,116							641,641			–			635,116							635,116
Government Loans		–			160,000							160,000			–			272,715							272,715
Loan payable		–			654,000		bb		(654,000	)		–			–			–							–
Current portion of notes payable, net of debt discount		389,173			74,048							463,221			–			–							–
Derivative liabilities		793,997			–							793,997			–			–							–
Warrant liabilities		335,651			–							335,651						–							–
Other current liabilities		67,106			145,002							212,108			33,491			–							33,491
TOTAL CURRENT LIABILITIES		1,616,208			4,742,216							5,704,425			66,694			3,930,022							3,996,716

NON-CURRENT LIABILITIES
Other non-current liabilities		–			–							–			–			45,496							45,496
Notes payable- Shareholders		–			–							–			114,721			–							114,721
TOTAL NON-CURRENT LIABILITIES		–			–							–			114,721			45,496							160,217

TOTAL LIABILITIES		1,616,208			4,742,216							5,704,425			181,415			3,975,518							4,156,933

STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock		1,003			–							1,003			–			245		aa		(245	)		–
Common stock		47,631			–							47,631			44,093			143		aa		30,055			74,291
Common stock subscribed		400										400
Common stock options		–			–				–			–			–			58		aa		(58	)		–
Warrants		–			–				–			–			–			18		aa		(18	)		–
Additional paid-in capital		600,966			10,876,770		aa		(12,812,733	)		(1,982,996	)		(44,093	)		9,826,305		aa		(12,839,947	)		(3,057,735	)
							bb		(648,000	)
Accumulated earnings (deficit)		(954,208	)		(14,513,179	)	aa		12,812,733			(2,664,654	)		(181,415	)		(12,810,213	)	aa		12,810,213			(181,415	)

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(314,208	)		(3,636,408	)						(4,598,617	)		(181,415	)		(2,983,444	)						(3,164,859	)

	$	1,302,000		$	1,105,808						$	1,105,808		$	–		$	992,074				–		$	992,074

See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information

PF-1

HFACTOR, INC. AND SUBSIDIARIES

PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS (Unaudited)

	YEAR ENDED DECEMBER 31, 2021												YEAR ENDED DECEMBER 31, 2020
	FICAAR INC.			HYEDGE INC.									FICAAR INC.			HYEDGE INC.
	(Public Co.) Accounting Acquiree			(Private Co.) Accounting Acquiror			Merger Adjustments			Proforma Combined			(Public Co.) Accounting Acquiree			(Private Co.) Accounting Acquiror			Merger Adjustments		Proforma Combined
REVENUES
Net Sales	$	–		$	2,020,409					$	2,020,409		$	–		$	2,279,297				$	2,279,297
TOTAL REVENUES					2,020,409						2,020,409						2,279,297					2,279,297

COST OF REVENUES		–			949,922						949,922			–			966,747					966,747

GROSS PROFIT		–			1,070,487						1,070,487			–			1,312,550					1,312,550

OPERATING EXPENSES
Manufacturing expenses		–			95,969						95,969			–			–					–
Sales and Marketing		–			1,728,967						1,728,967			–			2,386,482					2,386,482
General and administrative		15,133			826,914						842,047			16,562			1,185,773					1,202,335
		15,133			2,651,851						2,666,984			16,652			3,572,255					3,588,817

INCOME (LOSS) FROM OPERATIONS		(15,133	)		(1,581,364	)					(1,596,497	)		(16,562	)		(2,259,705	)				(2,276,267	)

OTHER INCOME (EXPENSE)
Amortization of debt discount		(686,399	)		–						(686,399)			–			–					–
Derivative expense (income)		67,353			–						67,353			–			–					–
Change in FMV of derivatives		(124,406	)		–						(124,406	)		–			–					–
Interest expense		(38,343	)		(114,034	)					(152,377	)		(8,687	)		(101,685	)				(110,372	)
Other income (expense)		14,135			–						14,135			–			(209,533	)				(209,533	)

TOTAL OTHER INCOME (EXPENSE)		(767,660	)		(114,034	)					(881,695	)		(8,687	)		(311,218	)				(319,905	)

NET INCOME (LOSS)	$	(782,793	)	$	(1,695,398	)				$	(2,478,191	)	$	(25,249	)	$	(2,570,923	)			$	(2,596,172	)

Common stock outstanding		44,343,276			–						44,343,276			44,343,276								44,343,276
Common stock issued in merger		–			–	aa		30,197,888			30,197,888			–			–		aa	30,197,888		30,197,888
Common stock retired and cancelled		–			–			(26,910,000	)		(26,910,000	)		–
Total common stock outstanding		44,343,276									47,631,164			44,343,276								74,541,164
NET LOSS PER SHARE	$	(0.0177	)							$	(0.0520	)		(0.0006	)						$	(0.0348	)

See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information

PF-2

HFACTOR, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments

aa	Reflects the recapitalization of HyEdge through (i) the exchange of 44,136,473 shares of common stock of HyEdge for 30,197,888 shares of common stock of FICAAR public stock on a 1:0.70 exchange basis, (ii) the elimination of the historical retained earnings of HyEdge.

bb	Reflects the elimination of the intercompany outstanding notes with HyEdge related parties.

PF-3

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES

~~Evaluation~~We are a "smaller reporting company" as defined in Item 10(f)(1) of ~~Disclosure~~Regulation ~~Controls~~S-K, and ~~Procedures~~are a non-accelerated filer, and therefore are not required to provide the information specified in Item 9A.

Management of the Company has evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer of the Company had concluded that the Company’s disclosure controls and procedures as of the period covered by this Annual Report on Form 10-K were not effective for the following reasons:

a) The Company has limited segregation of duties amongst its employees with respect to the Company’s control activities. This deficiency is the result of the Company’s limited number of employees. This deficiency may affect management’s ability to determine if errors or inappropriate actions have taken place. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible changes in our disclosure controls and procedures.

b) The Company’s has a limited number of external board members. This deficiency may give the impression to the investors that the board is not independent from management. Management and the Board of Directors are required to apply their judgment in evaluating the cost-benefit relationship of possible changes in the organization of the Board of Directors.

Changes in internal control over financial reporting.

Management of the Company has also evaluated, with the participation of the Chief Executive Officer of the Company, any change in the Company’s internal control over financial reporting that occurred during the period covered by this Annual Report on Form 10-K and determined that there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

19ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

~~PART~~Not ~~III~~applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

~~Directors~~Below are the names of and certain information regarding the Company's current executive officers and directors:

Our executive officers and directors of the Company are follows:

Name	Position	Date of Appointment
Gail Levy	CEO, Director	May 2021
James C. Sanborn	COO, Director	July 2021
Leonard Klingbaum	Director	July 2021

Name	Date of Appointment	Position(s)
Dawn Cames	July 2015	President, Director
David Cicalese	August 2012	Secretary, Chairman

The following are brief biographies of the officers and directors:

~~Dawn~~Gail ~~Cames,~~Levy 50(CEO, ~~President and member of the Board of Directors~~Director)

~~Dawn~~Gail ~~Cames~~Levy (66), Founder and CEO of HFACTOR since 2014. Ms. Levy is ana ~~automotive~~serial-entrepreneur ~~executive~~who ~~with~~has 27had ~~years~~success in ~~the~~traditional ~~luxury~~brick ~~automotive~~and ~~business.~~mortar retail ~~Since~~market ~~2007~~with industry leaders such as Home Depot, MsLowes, Sears, and Kmart, among others. ~~Cames~~As ~~has~~an ~~served~~early ~~as General~~adopter of eCommerce Ms. Levy ~~Manager~~created ~~for~~a ~~JLR~~design ~~Long~~and ~~Island.~~fulfillment ~~From~~company ~~1992~~of tohome ~~2006~~décor, ~~Ms.~~gifts, ~~Cames~~and ~~was~~outdoor alifestyle ~~Sales~~products ~~Manager~~that became resources for ~~the~~commercial giants ~~Long~~such ~~Island~~as ~~Automotive~~1-800 ~~Group.~~Flowers, ~~Throughout her~~FTD, ~~career~~Pro Flowers, Hallmark, and Garden.com. Ms. ~~Cames~~Levy ~~has~~then ~~worked~~transferred ~~with~~ her ~~teams~~start-up prowess to ~~drive~~designing fashion ~~common~~hard ~~processes~~goods for celebrity notables such as Martha Stewart, ~~business~~Katie ~~results~~Brown, Jaclyn Smith, and ~~customer~~Christopher ~~loyalty.~~Lowell ~~Her~~in ~~experience~~the tabletop, home ~~working~~and ~~with~~office ~~national~~décor, ~~marketing~~and ~~boards~~garden ~~has~~industries. ~~helped~~Ms. ~~Dawn~~Levy’s ~~launch~~work ~~new~~has ~~product~~been ~~lines~~featured in ~~the~~numerous ~~very~~trade ~~competitive~~publications, ~~automotive~~as ~~market~~well as on Oprah, CBS, and NBC.

~~David~~James ~~Cicalese~~C. 43Sanborn (COO, ~~Secretary and Chairman of the Board of Directors~~Director)

~~David~~Chris ~~Cicalese~~Sanborn ~~has~~(55) ~~been~~is an ~~officer~~accomplished executive, ofwith ~~the Company~~extensive experience in both domestic and ~~Member~~international ofmarkets. After ~~the~~completing ~~Board~~a of5-year ~~Directors~~tour ~~since~~with ~~August~~the ~~2012.~~US ~~Currently~~Navy, Mr. ~~Cicalese~~Sanborn isattended ~~Secretary~~the University of New Mexico. He spent the ~~Company~~next 5 years with Domino’s Pizza International, where he was Distribution and ~~Chairman~~Logistics Director, Pacific Rim and then moved on in a new role as Mid Atlantic regional manager for Domino's Pizza Distribution. Subsequently, he joined Chardan Capital as Senior Director of Operations before transitioning to Source Atlantic to become the ~~Board~~executive VP of ~~Directors~~Operations. After ~~Mr.~~7 ~~Cicalese~~years iswith ~~also~~Source ~~the~~Atlantic, he was recruited by AIM Holdings to become President and ~~sole~~COO ~~member~~ of ~~the~~this ~~Board~~prominent SaaS-based single source provider of ~~Sneaker~~digital ~~Charmz~~entertainment, ~~Inc~~education products, and e-learning solutions in North America. ~~(since~~After ~~July~~AIM Holdings ~~2012).~~was Inacquired ~~addition,~~by ~~Mr.~~a ~~Cicalese~~competitor, isChris ~~the~~decided ~~President~~to ~~and~~apply ~~Board~~his ~~member~~wide range of ~~Albrizio~~experience ~~Couture~~to ~~Inc.~~the ~~which~~venture ~~designs~~world ~~and~~by ~~custom~~becoming ~~manufactures hats.~~a ~~Mr.~~partner ~~Cicalese~~at ~~attended~~Sterling Select ~~the~~Partners, ~~Fashion~~an ~~Institute~~alternative investment platform of ~~Technology~~Sterling inEquities, ~~Manhattan~~and ~~from~~its ~~1991~~spin-off, ~~until~~Raisol ~~1994~~Capital. ~~and~~In is2017 ~~certified~~Mr. inSanborn ~~jewelry~~was ~~design,~~recruited ~~millinery~~by ~~design~~HFactor to join their board and ~~accessory~~leadership ~~creation~~team. Mr. Sanborn is married with 3 children and ~~design~~lives on Long Island.

~~Family~~Leonard ~~Relationships~~Klingbaum (Director)

~~There~~Mr. ~~are~~Klingbaum no(48) ~~family~~has ~~relationships~~been a ~~among~~practicing ~~our~~attorney ~~officers~~since passing the New York Bar exam in 2000. He is currently a partner in the Corporate Department at the law firm of Ropes & Gray LLP in their NY office. Previously, he was a partner at Willkie Farr & Gallagher LLP and ~~directors~~at Kirkland & Ellis LLP. Mr. Klingbaum attended law school at Pace University School of Law and received a Bachelor of Arts from the University of Toronto.

Board ~~Committees~~of Directors

Our board ~~does not~~of ~~have~~directors acurrently ~~standing~~consists ~~audit~~of ~~committee, a compensation committee, a nominating and governance committee, or~~three ~~committees performing similar functions~~directors, ~~and,~~none ~~therefore, the entire board~~ of ~~directors~~which ~~performs such functions. The Company’s common stock is not currently listed on any national exchange and we~~ are ~~not~~"independent" ~~required~~as todefined ~~maintain~~in ~~such~~Rule ~~committees~~4200 byof ~~any~~FINRA's ~~self-regulatory agency~~listing standards. ~~Management~~We ~~does~~may ~~not~~appoint ~~believe~~additional ~~it is necessary for the board of~~ independent directors to ~~appoint~~our ~~such committees because the volume of matters that currently and historically has come before the~~ board of directors ~~for~~in ~~consideration~~the ~~permits~~future, ~~each~~particularly ~~director~~ to ~~give sufficient~~serve ~~time~~on ~~and~~committees ~~attention~~should tothey ~~such matters to~~ be ~~involved in all decision making~~established.

2013

~~The Company~~Committees ~~does not currently have an audit committee financial expert. Management does not believe it is necessary to for the board~~ of ~~directors to designate an audit committee financial expert at this time due to our limited operating history and~~ the ~~limited volume~~Board of ~~matters that come before the board of directors requiring such an expert.~~Directors

We may establish an audit committee, compensation committee, a nominating and governance committee and other committees to our Board of Directors in the future, but have not done so as of the date of this Offering Circular. Until such committees are established, matters that would otherwise be addressed by such committees will be acted upon by the Board of Directors.

Director Compensation

~~Our~~The ~~board~~Company currently does not ~~have~~pay any ~~non-employee~~cash ~~directors~~compensation to ~~and~~members noof ~~additional~~its ~~compensation~~board isof ~~paid~~directors tofor ~~any~~their services as directors of ~~our~~the ~~employee~~Company. However, the Company reimburses its directors for all ~~serving~~reasonable asout-of-pocket aexpenses incurred in connection with their attendance at meetings of the board of directors. The Company may determine to grant to each new director, at the time of such director's appointment, an option to purchase its common shares. In the future, the Company may also elect to offer directors cash compensation.

~~Compliance~~Limitation ~~with Section 16(a)~~ of ~~the~~Liability ~~Securities~~and ~~Exchange~~Indemnification ~~Act~~ of ~~1934~~Officers and Directors

~~Section~~Our ~~16(a)~~Bylaws of limit the ~~Securities~~liability ~~Exchange Act~~ of ~~1934, as amended, requires our executive officers and~~ directors and ~~person~~officers ~~who~~of ~~beneficially~~the ~~own~~Company ~~more~~to ~~than~~the ~~10%~~maximum ofextent apermitted ~~registered class~~by ofGeorgia ~~our~~law. ~~equity~~The ~~securities~~Bylaws tostate ~~file~~that ~~with~~ the ~~Securities~~Company shall indemnify and ~~Exchange~~hold ~~Commission~~harmless ~~initial~~each ~~statements~~person ofwho ~~beneficial~~was ~~ownership, reports~~or ofis ~~changes~~a inparty ~~ownership~~or ~~and~~is ~~annual~~threatened ~~reports~~to ~~concerning~~be ~~their~~made ~~ownership~~a ofparty ~~our~~to, ~~common~~or ~~shares~~is ~~and~~otherwise ~~other~~involved ~~equity securities,~~in onany ~~Forms 3~~threatened,4, ~~and~~pending 5or ~~respectively.~~completed ~~Executive officers~~action, ~~directors~~suit ~~and~~or ~~greater~~proceeding, ~~than~~whether ~~10%~~civil, ~~stockholders~~criminal, ~~are~~administrative ~~required~~or investigative, by ~~the~~reason ~~Securities~~of ~~and~~the ~~Exchange~~fact ~~Commission~~that ~~regulations~~such toperson ~~furnish~~is usor ~~with~~was ~~copies~~a ofdirector ~~all~~or ~~Section~~an ~~16(a)~~officer ~~reports~~of ~~they~~the ~~filed.~~Company ~~All~~or ~~our~~such ~~officers,~~director ~~directors, and~~or ~~owners~~officer ofis ~~10%~~ or ~~more~~was ofserving ~~our~~at ~~common~~the ~~stock~~request of ~~have~~the ~~not~~Company ~~filed~~as ~~their~~a ~~required~~director, ~~Forms~~officer, 3partner,4 member, ~~and 5. Based upon representations from our officers~~manager, ~~directors~~trustee, ~~and~~employee ~~owners~~or agent of ~~10%~~another company or ~~more~~ of ~~our~~a ~~common stock~~partnership, welimited liability ~~believe~~company, ~~such~~joint ~~filings~~venture, totrust ~~occur~~or ~~within~~other ~~45 days of the date of this filing~~enterprise.

The Company believes that indemnification under our Bylaws covers at least negligence and gross negligence on the part of indemnified parties. The Company also may secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in connection with their services to us, regardless of whether our Bylaws permit such indemnification.

The Company may also enter into separate indemnification agreements with its directors and officers, in addition to the indemnification provided for in our Bylaws. These agreements, among other things, may provide that we will indemnify our directors and officers for certain expenses (including attorneys' fees), judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of such person's services as one of our directors or officers, or rendering services at our request, to any of its subsidiaries or any other company or enterprise. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers.

There is no pending litigation or proceeding involving any of our directors or officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

For additional information on indemnification and limitations on liability of our directors and officers, please review the Company's Bylaws, which are attached to this Offering Circular.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth for the two years ended December 31, 2021 ~~2020~~ and ~~2019~~2020, the compensation awarded to, paid to, or earned by, the Company’'s Chief Executive Officer, President, Secretary and Treasurer. ~~Certain columns were excluded as the information was not applicable.~~

Summary Compensation Table

The following table sets forth information concerning the compensation of our named executive officers and directors during 2020 and 2019.

Name & Principal Position	Fiscal Year ended December 31,	Salary ($)	Bonus ($)	Stock Awards($)	Option Awards($)	Non-Equity Incentive Plan Compensation ($)	Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Gail Levy,	2021	180,000	0	0	0	0	0	0	180,000
CEO & Director	2020	0	0	0	0	0	0	0	0

James C. Sanborn,	2021	180,000	0	0	0	0	0	0	180,000
COO & Director	2020	0	0	0	0	0	0	0	0

Leonard	2021	0	0	0	0	0	0	0	0
Klingbaum, Director	2020	0	0	0	0	0	0	0	0

Dawn Cames,	2021	0	0	0	0	0	0	0	0
President & Director (1)	2020	0	0	0	0	0	0	0	0

David Cicalese,	2021	0	0	0	0	0	0	0	0
Secretary & Chairman (2)	2020	0	0	0	0	0	0	0	0

Name/Position		Year	Salary		Bonus		Stock Awards		Option Awards		Non-Equity Incentive		Non-Qualified Deferred		Other		Total
	(1)	Dawn Cames resigned as President and Director on August 6, 2021.
Dawn Cames		2020		0		0		0		0		0		0		0		0
	(2)	David Cicalese resigned as Secretary and Chairman of the Board of Directors on June 1, 2021.
President, Director		2019		0		0		0		0		0		0		0		0
David Cicalese		2020		0		0		0		0		0		0		0		0
Secretary, Chairman		2019		0		0		0		0		0		0		0		0

~~Outstanding Equity Awards at Fiscal Year End~~15

None.

Summary Compensation Table

None of our directors were compensated for services rendered as directors of the Company.

Option Grants. No option grants have been exercised by the executive officers or directors.

Aggregated Option Exercises and Fiscal Year-End Option Value. There have been no stock options exercised by the executive officers or directors.

Long-Term Incentive Plan (“LTIP”) Awards. There have been no awards made to a named executive officers or directors.

Employment Agreements with Executive Officers

We have no employment agreements with any of our executive officers.

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

The following table sets forth, asinformation ofregarding ~~the date~~beneficial ownership of ~~this~~our ~~prospectus,~~Stock ~~the~~as ~~total number~~ of ~~shares owned beneficially by~~ the ~~Company~~date ~~directors, officers and key employees, individually and as a group, and the present owners~~ of 5%this ~~or more of its total outstanding shares~~report. ~~The stockholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares.~~

Common Stock

Name and Position Address	Class	Shares Owned
		Number	Percent
Gail Levy, CEO & Director 244 Madison Ave. #1249 New York, New York 10016	Common Stock Preferred C Stock	10,361,400 850,000	21.75% 85%
James C. Sanborn, COO & Director 244 Madison Ave. #1249 New York, New York 10016	Common Stock Preferred C Stock	976,450 150,000	2.05% 15%
Leonard Klingbaum, Director 244 Madison Ave. #1249 New York, New York 10016	Common Stock	740,881	1.54%
Dawn Cames (Beneficial Owner) Huntington Station, New York	Common Stock	2,433,334	5.10%
Enlightened Access Capital LLC (Beneficial Owner) New York, New York	Common Stock	2,513,022	5.27%
Divario Ventures LLC (Beneficial Owner) Boise, Idaho	Common Stock	3,105,055	6.51%
Christopher Vingiano (Beneficial Owner) Boynton Beach, Florida	Common Stock	3,000,000	6.29%
Nuno Beira (Beneficial Owner) Davie, Florida	Common Stock	3,000,000	6.29%

Name of Beneficial Owner	No. of Shares Beneficially Owned		Number of Securities Underlying Options That Are Unexercised		Percentage of Ownership (1)(2)		Percentage of Combined Voting Power of Common and Preferred Stock
Officers and Directors:
Dawn Cames, President (1)		2,433,334		0		5.51%		5.51%
David Cicalese (1)		30,020,000		0		68.08%		68.08%
Christopher Vingiano (2)		3,000,000		0		6.80%		6.80%

(1) All ownership is beneficial and of record, unless indicated otherwise based on 44,093,276 shares outstanding as of the date of this registration statement. The address for all officers and directors is 30 West 39th Street, 4th Floor New York, NY 10018.

(2) The Beneficial owner has sole voting and investment power with respect to the shares shown. Mr. Vingiano’s address of record is 8988 Stone Pier Drive, Boynton Beach, FL 33472.

Preferred Stock

Currently there are no shares of preferred stock of the Company issued and outstanding.

As of December 31, 2020, and December 31, 2019, the Company has 44,093,276 shares of common stock and 0 shares of preferred stock issued and outstanding.

~~Director~~All ~~independence~~related ~~and~~transactions ~~related~~have been reported in Part II Item 8 Financial ~~transactions:~~Statements.

None of our directors are considered to be “Independent Directors”.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table shows the fees that were billed for the audit and other services provided by Bolko & Associates LLC in 2020 and by in 2019.

	2021		2020
Audit Fees	$	12,000	$	13,000
Audit Related Fees		–		–
Tax Fees		–		–
All Other Fees
	$	12,000	$	13,000

	2020		2019
Audit Fees	$	6,000	$	13,000
Audit-Related Fees		–		–
Tax Fees		–
All Other Fees		–		–
Total	$	6,000	$	13,000

Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

Audit-Related Fees — This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission, other accounting consulting and other audit services.

Tax Fees — This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

2316

~~PART~~Policy IVfor Pre-Approval of Audit and Non-Audit Services

~~ITEM~~We 15have not established an audit committee. ~~Exhibits,~~Our board ~~Financial~~of ~~Statement~~directors ~~Schedules~~approved the services rendered and fees charged by our independent registered public accounting firm.

~~Exhibits~~Our ~~required~~board of directors’ policy is to pre-approve all audit services and all non-audit services that our independent registered public accounting firm is permitted to perform for us under applicable federal securities regulations. As permitted by ~~Item~~the ~~601~~applicable regulations, our board of ~~Regulation~~directors’ Spolicy utilizes a combination of specific pre-K:approval on a case-by-case basis of individual engagements of the independent registered public accounting firm.

All engagements of the independent registered public accounting firm to perform any audit services and non-audit services since that date have been pre-approved by our board of directors in accordance with the pre-approval policy. The ~~following~~policy ~~documents~~has ~~are~~not ~~included~~been aswaived ~~exhibits~~in any instance. All engagements of the independent registered public accounting firm to ~~this~~perform ~~report~~any audit services and non-audit services prior to the date the pre-approval policy was implemented were approved by our board of directors in accordance with its normal functions.

Exhibit Number		Title of Document
3.1.1		Articles of Incorporation (Incorporated by reference to Exhibit 3.1.1 to our registration statement on Form 10, File No. 000-33467)
3.2		Bylaws (Incorporated by reference to Exhibit 3.2 to our registration statement on Form 10, File No. 000-33467)
10.1		Form of Convertible Note dated December 15, 2015 with Concorde Consulting Corp. (Incorporated by reference to Exhibit 10.1 to our annual report on Form 10-K for the period ended 12/31/2019)
21.1		List of Subsidiaries (Incorporated by reference to Exhibit 21.1 to our annual report on Form 10-K for the period ended 12/31/2019)
23.1		Consent of Independent Registered Public Accounting Firm (Incorporated by reference to Exhibit 23.1 to our registration statement on Form 10, File No. 000-33467)
31.1		Certification pursuant to Section 302 of the Sarbanes–Oxley Act of 2002 of Principal Executive Officer and Principal Financial Officer*
32.1		Certification pursuant to Section 906 of the Sarbanes–Oxley Act of 2002 of the Principal Executive and Financial Officer*
101.INS		XBRL Instance
101.SCH		XBRL Schema
101.CAL		XBRL Calculation
101.DEF		XBRL Definition
101.LAB		XBRL Label
101.PRE		XBRL Presentation

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(*) Filed herewith

		*Filed Herewith ()**	Incorporated by Reference
Exhibit No.	Description	*Filed Herewith ()**	*Filing Type*	*Date Filed*
2.1	Merger Agreement		8-K	08/11/2021
3.1	Articles of Incorporation		10-12G	01/24/2018
3.2	Amendment to Articles of Incorporation		8-K	08/11/2021
3.3	Bylaws		10-12G	01/24/2018
3.4	Amendment to Articles of Incorporation		8-K	11/18/2021
4.1	Series C Preferred Stock Designation		8-K	08/11/2021
4.2	Series D Preferred Stock Designation		8-K	08/11/2021
10.01	Boot Capital Securities Purchase Agreement dated May 27, 2021		8-K	06/10/2021
10.02	Boot Capital Convertible Promissory Note dated May 27, 2021		8-K	06/10/2021
10.03	Boot Capital Warrant dated May 27, 2021		8-K	06/10/2021
10.04	Boot Capital Securities Purchase Agreement dated July 22, 2021		8-K	08/11/2021
10.05	Boot Capital Convertible Promissory Note dated July 22, 2021		8-K	08/11/2021
10.06	Boot Capital Warrant dated July 22, 2021		8-K	08/11/2021
10.07	Boot Capital Securities Purchase Agreement dated October 4, 2021		8-K	10/12/2021
10.08	Boot Capital Convertible Promissory Note dated October 4, 2021		8-K	10/12/2021
10.09	Boot Capital Warrant dated October 4, 2021		8-K	10/12/2021
23.1	Auditor's Consent	*
31.1	Certification pursuant to Section 302 of the Sarbanes–Oxley Act of 2002 of Principal Executive Officer and Principal Financial Officer	*
32.1	Certification pursuant to Section 906 of the Sarbanes–Oxley Act of 2002 of the Principal Executive and Financial Officer	*

101.INS	Inline XBRL Instances Document	*
101.SCH	Inline XBRL Taxonomy Extension Schema Document	*
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	*
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	*
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	*
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	*
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).	*

~~SIGNATURES~~17

~~Pursuant to the requirements of Section 13 or 15 of the Securities Exchange Act, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.~~SIGNATURES

	Ficaar, Inc.
	(Registrant)
April 12, 2021	By:	/s/ Dawn Cames
		Dawn Cames
		President
	By:	/s/ Dawn Cames
		Dawn Cames
		Chief Financial Officer

Pursuant to the requirements of Section 13 or 15 of the Securities Exchange Act, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HFactor, Inc.
	(Registrant)

April 14, 2022	By:	/s/ Gail Levy
		Gail Levy
		President

	By:	/s/ Gail Levy
		Gail Levy
		Chief Financial Officer

Filing Compare · HFactor, Inc.