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~~UNITED STATES~~ Table of Contents

~~SECURITIES~~UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(Dd) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ~~ended~~Ended ~~September~~March 3031, ~~2021~~2022

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

For the transition period from ~~___________to___________~~____________ to _____________

Commission ~~file~~ ~~number~~File Number: 000-29381

ADVANCED CONTAINER TECHNOLOGIES, INC.

(Exact name of ~~Registrant~~registrant as specified in its charter)

Florida

65-0207200

(State or other jurisdiction of

incorporation or organization)

(IRS Employer
Identification No.)

1620 Commerce St., Corona, CA		92878
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (951) 381-2555

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

Indicate by check mark whether the ~~Registrant~~ registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the ~~Registrant~~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~~ registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the ~~Registrant~~ registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark ifwhether the ~~Registrant~~ registrant is a ~~well~~large accelerated filer, an accelerated filer, a non-~~known~~accelerated ~~seasoned~~filer, ~~issuer~~a smaller reporting company, asor ~~defined~~an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller and emerging growth company” in Rule ~~405~~12b-2 of the ~~Securities~~Exchange Act.

~~Yes~~ Large accelerated filer ☐ NoAccelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐

~~Indicate~~ If an emerging growth company, indicate by check mark ~~whether~~if the ~~Registrant~~registrant ishas aelected ~~large~~not ~~accelerated~~to ~~filer,~~use anthe ~~accelerated~~extended ~~filer,~~transition aperiod ~~non-accelerated~~for ~~filer,~~complying with any new or arevised ~~smaller~~financial ~~reporting~~statement ~~company.~~standards provided pursuant to Section 13(a) of the Exchange Act ☐

~~Large~~Indicate ~~accelerated~~by ~~filer~~check ☐mark ~~Accelerated~~whether ~~filer~~the ☐issuer ~~Non-accelerated~~is ~~filer~~a shell company (Doas ~~not~~defined ~~check~~in ifrule a12b-2 ~~smaller~~of ~~reporting~~the ~~company~~Exchange Act) Yes ☐ ~~Smaller~~No ~~reporting company~~ ☒ ~~Emerging Growth Company ☐~~

~~If an~~APPLICABLE ~~emerging~~ONLY ~~growth~~TO ~~company,~~ISSUERS ~~indicate~~INVOLVED byIN ~~check mark if the Registrant has elected not to use the extended transition period for complying~~BANKRUPTCY ~~with~~PROCEEDINGS ~~any~~DURING ~~new~~THE orPRECEDING ~~revised~~FIVE ~~financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐~~YEARS

~~Indicate by~~Check ~~check mark~~ whether the ~~Registrant~~registrant isfiled aall ~~shell~~documents and ~~company~~reports ~~(as~~required ~~defined~~by inSection ~~Rule~~12, ~~12b-2~~13, or 15(d) of the Exchange Act). after the distribution of securities under a plan confirmed by a court Yes ☐ No ☒☐

APPLICABLE ONLY TO ~~REGISTRANTS~~CORPORATE ~~INVOLVED IN BANKRUPTCY~~ISSUERS:

~~PROCEEDINGS~~Indicate the number of shares outstanding of each ~~DURING~~of ~~THE~~the ~~PRECEDING~~issuer’s ~~FIVE~~classes ~~YEARS~~of common stock, as of the latest practicable date:

~~Indicate by~~As ~~check~~of ~~mark~~May ~~whether~~20, ~~the~~2022, ~~Registrant~~there ~~has~~were ~~filed all documents and reports required to be filed by Section 12~~51,901,525 13shares ~~or 15(d)~~ of the ~~Securities~~registrant’s ~~Exchange~~Common ~~Act~~Stock ~~of 1934 subsequent to the distribution of securities under a plan confirmed by a court~~outstanding. ~~Yes ☐ No ☐~~

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:

The number of shares outstanding of the Registrant’s common stock as of November 12, 2021, was 51,621,524.

ADVANCED CONTAINER TECHNOLOGIES, INC.

QUARTERLY REPORT ON FORM 10-Q

for the Quarterly Period Ended ~~September~~March 3031, ~~2021~~2022

TABLE OF CONTENTS

		~~Page~~	Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	1	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18	20
Item 4.	Controls and Procedures	18	20
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	19	21
Item 1A.	Risk Factors	19	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	21	24
Item 3.	Defaults upon Senior Securities	21	24
Item 4.	Mine Safety Disclosures	21	24
Item 5.	Other Information	21	24
Item 6.	Exhibits	22	24
SIGNATURES		23	25

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve a number of risks and uncertainties. The use of words such as “anticipates,” “expect,” “intend,” “strive,” “goals,” “plans,” “opportunity,” “future,” “achieve,” “grow,” “committed,” “believes,” “seeks,” “targets,” “estimated,” “continues,” “likely,” “possible,” “may,” “might,” “potentially,” “will,” “would,” “should,” “could,” “on track,” and variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to uncertain events or assumptions -– such as future responses to and effects of COVID-19; projections of our future financial performance; future business, social, and environmental performance, goals, and measures; our anticipated growth and trends in our business and operations; projected growth and trends in markets relevant to our businesses and especially, the market for GrowPods and cannabis and related products; business and investment plans; future products and technology; laws and regulation, and especially those relating to cannabis; projected cost and yield trends; availability, uses, sufficiency, and cost of capital of capital resources; valuations; the future purchase, use, and availability of products, components, and services supplied by third parties -– are based on management’s ~~expectations~~ expectations as of the date of this report, unless an earlier date is specified, and involve many risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include those described throughout this report and particularly, in Part II, Item 1A, — Risk Factors. Given these risks and uncertainties, ~~you~~ you are cautioned not to place undue reliance on forward-looking statements. You are urged to review and consider carefully the various ~~disclosures~~ disclosures made in this report and in other reports and documents that we file from time to time with the U.S. Securities and Exchange ~~Commission~~ Commission (the “SEC”).

NOTE REGARDING THIRD-PARTY INFORMATION

This report may include information and estimates that are based on reports and other publications sources from industry analysts, market research firms and other independent sources that were generally available to the public and not commissioned by us, in addition to management’s own good faith estimates and analyses. We believe that such reports and publications, if included, are reliable, but have not independently verified them or their underlying data sources, methodologies or assumptions. They contain information and estimates that are based on estimates, forecasts, projections, market research, or similar methodologies, and are inherently subject to uncertainties. Actual events or circumstances may differ materially from events and circumstances reflected in these reports.

NOTE REGARDING DESCRIPTIONS OF CONTRACTS

This report may contain descriptions of contracts and instruments to which the Company or its officers and directors are parties or by which it is affected. Where such contracts or instruments are exhibits to this report, either because they are filed herewith or incorporated herein by reference, ~~referred~~ isyou ~~directed~~are referred thereto and the descriptions herein are qualified by such reference. These contracts and instruments, ~~if any,~~ are identified in Item 6, — Exhibits, Financial Statement Schedules.

NOTE REGARD TRADEMARK

“Medtainer” is a registered trademark owned by the Company. Its use in this report without the symbol “®” should not be considered as a disclaimer of such ownership or permission to any person to use “Medtainer” without such symbol.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

ADVANCED ~~CONTAINER~~ CONTAINER TECHNOLOGIES, INC.

(formerly named Medtainer, Inc.)

CONSOLIDATED BALANCE SHEETS

	September 30, 2021			December 31, 2020
	March 31, 2022			December 31,2021
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS:
Cash	$	~~195~~117,~~563~~478		$	~~333~~59,~~368~~367
Accounts receivable		~~177~~210,~~454~~462			~~130~~229,~~104~~941
Inventories		~~370~~360,~~503~~728			~~105~~438,~~591~~333
Prepaid expenses		7,~~521~~768			117,~~338~~663
Prepaid inventories		~~521~~245,~~125~~500			~~490~~279,~~000~~625
TOTAL CURRENT ASSETS		1941,~~272,166~~936			1,~~060~~024,~~401~~929
Property and equipment, net of accumulated depreciation, of $157,003 and $140,762, respectively		52,359			52,981
Property and equipment, net of accumulated depreciation of $165,839 and $162,018, respectively		43,087			47,721
Intangible assets, net of accumulated amortization of $443,668 and $248,062, respectively		1,988,332			2,183,938
Intangible assets, net of accumulated amortization of $574,072 and $508,870, respectively		1,857,928			1,923,130
Goodwill		1,020,314			1,020,314
Security deposits		8,699			8,699
TOTAL ASSETS	$	43,~~341~~871,~~870~~964		$	4,~~326~~024,~~333~~793
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	~~404~~377,~~280~~161		$	~~322~~458,~~542~~495
Accrued interest		8589,~~610~~318			~~113~~88,~~008~~461
Payroll liabilities		~~449~~532,~~104~~463			~~213~~501,~~708~~395
Customer deposits		~~499~~258,~~618~~670			~~754~~361,~~345~~230
Convertible notes		81,172			81,172
Notes payable		~~227~~249,~~293~~905			~~401~~287,~~254~~487
Loans payable - stockholders		326,996			383,152
Loan payable - stockholder		320,250			320,411
TOTAL CURRENT LIABILITIES		21,~~074~~908,~~073~~939			2,~~269~~098,~~181~~651
LONG-TERM LIABILITIES
Commitments and contingencies (Notes 3, 5, 9 and 11)		–			–
Payroll Protection Program Note		—			36,234
Notes payable - non-stockholder		24,372			47,687
Notes payable - stockholder		—			87,033
TOTAL LONG-TERM LIABILITIES		24,372			170,954
TOTAL LIABILITIES		2,098,445			2,440,135
Commitments and contingencies (Notes 3, 10 and 11)
STOCKHOLDERS' EQUITY
Preferred stock, 0 without par value, issuable in series: 10,000,000 shares authorized; 1,000,000 shares designated Series A Convertible Preferred stock issued and outstanding		—			—
Preferred stock, par value $0.00001 per share, issuable in series: 10,000,000 shares authorized; 1,000,000 shares designated Series A Convertible Preferred stock issued and outstanding at March 31, 2022 and December 31, 2021		10			10
Common stock, par value $0.00001 per share: 100,000,000 shares authorized; 51,621,524 issued and outstanding at September 30, 2021, and 51,016,524 December 31, 2020		516			510
Common Stock, par value $0.00001 per share: 100,000,000 shares authorized; 51,901,525 issued and outstanding at March 31, 2022, and 51,621,524 at December 31, 2021		519			516
Additional paid-in capital		8,285,076			7,400,082
Additional paid in capital		8,495,063			8,285,066
Accumulated deficit		(6,~~042~~532,~~167~~567	)		(56,~~514~~359,~~394~~450	)
TOTAL STOCKHOLDERS' EQUITY		21,~~243~~963,~~425~~025			1,~~886~~926,~~198~~142
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	43,~~341~~871,~~870~~964		$	4,~~326~~024,~~333~~793

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

ADVANCED CONTAINER TECHNOLOGIES, INC.

(formerly named Medtainer, Inc.)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	Quarter Ended March 31,
	2021			2020			2021			2020
	2022			2021
Revenues	$	1926,~~451,737~~148		$	~~671~~1,~~853~~872,958		$	~~4,083,267~~		$	~~1,521,022~~
Cost of goods sold		1607,~~061,103~~965			~~349~~1,~~087~~550,041			~~3,102,972~~			~~767,133~~
Gross profit		~~390~~318,~~634~~183			322,~~766~~917			~~980,295~~			~~753,889~~
Operating expenses:
Advertising and marketing		3148,~~578~~469			114,~~428~~827			~~64,009~~			~~12,755~~
Bad debt		—			862			—			33,332
Depreciation and amortization		69,023			70,440
Depreciation and amortization		69,232			24,787			209,056			73,307
Professional fees		94,795			77,073
Professional fees		20,520			38,015			148,641			133,425
Share-based compensation		–			270,000
Share-based compensation		—			—			270,000			298,077
Payroll		183,552			114,818
Payroll		230,313			106,958			694,375			516,004
General and administrative		90,829			67,728
General and administrative		102,649			54,476			239,467			172,064
Total operating expenses		486,668			614,886
Total operating expenses		454,292			226,526			1,625,548			1,238,964
Operating loss		(168,485	)		(291,969	)
Operating profit (loss)		(63,658	)		96,240			(645,253	)		(485,075	)
Non-operating income (expense)
Non-operating income (expenses)
Interest expense		(4,632	)		(5,004	)
EIDL grant		—			—			—			10,000
Total non-operating income (expenses), net		(4,632	)		(5,004	)
Forgiveness of Payroll Protection Program SBA loan and interest		138,567			—			138,567			—
Net loss	$	(173,117	)	$	(296,973	)
Interest expense		(8,297	)		(9,503	)		(21,087	)		(28,510	)
Basic loss per common share	$	(0.00	)	$	(0.01	)
Total non-operating income (expense), net		130,270			(9,503	)		117,480			(18,510	)
Diluted loss per common share	$	(0.00	)	$	(0.01	)
Income (loss) before income taxes		66,612			86,737			(527,773	)		(503,585	)
Basic weighted average common shares outstanding		51,214,545			51,166,487
Income tax provision		—			—			—			—
Diluted weighted average common shares outstanding		51,214,545			51,166,487
Net profit (loss)	$	66,612		$	86,737		$	(527,773	)	$	(503,585	)
Basic and diluted profit (loss) per common share	$	0.00		$	0.09		$	(0.01	)	$	(0.61	)
Diluted profit (loss) per common share	$	0.00		$	0.07		$	(0.01	)	$	(0.44	)
Basic weighted average common shares outstanding		51,621,524			1,001,446			51,299,276			826,121
Diluted weighted average common shares outstanding		51,623,089			1,308,013			51,299,276			1,136,047

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

ADVANCED CONTAINER TECHNOLOGIES, INC.

(formerly named Medtainer, Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended September 30,
	Quarter Ended March 31,
	2021			2020
	2022			2021
OPERATING ACTIVITIES:
Net loss	$	(~~527~~173,~~773~~117	)	$	(~~503~~296,~~585~~973	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		163,~~622~~821			156,~~902~~547
Share-based compensation		~~270,000~~–			~~298~~270,~~076~~000
Amortization		~~195~~65,~~606~~202			6065,~~606~~202
Forgiveness of Payroll Protection Program SBA loan and interest		(138,567	)		—
Increase (decrease) in cash from changes in operating assets and liabilities:
Bad debt		—			33,332
Accounts receivable		19,479			(71,520	)
Decrease (increase) in operating assets:
Inventories		77,605			(165,330	)
Accounts receivable		(47,350	)		(25,299	)
Prepaid expenses		9,895			(4,162	)
Inventories		(264,912	)		(68,446	)
Prepaid inventories		34,125			325,000
Prepaid inventories		(31,125	)		(12,000	)
Accounts payable and accrued expenses		(80,521	)		151,532
Prepaid expenses		(6,183	)		(1,469	)
Accrued interest		857			(10,688	)
Payment of security deposits		—			(1,000	)
Payroll liabilities		31,068			(1,367	)
Increase (decrease) in operating liabilities:
Customer deposits		(102,560	)		(690,622	)
Accounts payable and accrued expenses		81,738			121,172
NET CASH USED IN OPERATING ACTIVITIES		(114,146	)		(422,381	)
Accrued interest		(26,521	)		(22,037	)
Payroll liabilities		235,396			61,422
Customer deposits		(254,727	)		(22,815	)
NET CASH USED IN OPERATING ACTIVITIES		(497,796	)		(66,141	)
INVESTING ACTIVITIES:
Acquisition of property and equipment		(16,000	)		(40,000	)
NET CASH USED IN INVESTING ACTIVITIES		(16,000	)		(40,000	)
FINANCING ACTIVITIES:
Proceeds from issuance of common stock		615,000			200,000
Repayment of debt		(37,582	)		(17,370	)
Proceeds of Payroll Protection Program loan		—			137,690
Proceeds from issuance of common stock		210,000			615,000
Principal payments on capital lease obligations		—			—
Proceeds from stockholder loan		64,839			–
Repayment of debt		(185,820	)		—
Repayment of stockholder loan		(65,000	)		(60,793	)
Proceeds from stockholder loans		26,753			168,868
NET CASH PROVIDED BY FINANCING ACTIVITIES		172,257			536,837
Repayment of stockholder loans		(79,942	)		(247,637	)
INCREASE IN CASH		58,111			114,456
NET CASH PROVIDED BY FINANCING ACTIVITIES		375,991			258,921
CASH - BEGINNING OF PERIOD		59,367			333,368
(DECREASE) INCREASE IN CASH		(137,805	)		152,780
CASH - END OF PERIOD	$	117,478		$	447,824
CASH - BEGINNING OF PERIOD		333,368			17,982
Supplemental disclosures of cash flow information:
CASH - END OF PERIOD	$	195,563		$	170,762
Interest paid	$	2,603		$	18,081
Supplemental disclosure of cash flow information
Interest paid	$	49,063		$	—

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

ADVANCED CONTAINER TECHNOLOGIES, INC.

(formerly named Medtainer, Inc.)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’' EQUITY (DEFICIT)

FOR THE ~~THREE~~QUARTER ~~AND~~ENDED ~~NINE~~MARCH ~~MONTHS ENDED SEPTEMBER 30~~31, ~~2021~~2022 (Unaudited):

	Series A Preferred Stock				Common Stock				~~Additional~~ Paid-In		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balances - December 31, 2020		1,000,000	$	—		51,016,524	$	510	$	7,400,082	$	(5,514,394	)	$	1,886,198
Balances – December 31, 2021		1,000,000	$	10		51,621,524	$	516	$	8,285,066	$	(6,359,450	)	$	1,926,142
Issuance of Common Stock in private placements		—		—		485,000		5		614,995		—			615,000
Issuance of common stock in private placements		–		–		280,001		3		209,997		–			210,000
Common Stock issued under director’s agreement		—		—		120,000		1		269,999		—			270,000
Net loss		–		–		–		–		–		(173,117	)		(173,117	)
Net loss		—		—		—		—		—		(594,385	)		(594,385	)
Balances at March 31, 2022		1,000,000	$	10		51,901,525	$	519	$	8,495,063	$	(6,532,567	)	$	1,963,025
Balances - June 30, 2021		1,000,000		—		51,621,524		516		8,285,076		(6,108,779	)		2,176,813
Net profit		—		—		—		—		—		66,612			66,612
Balances - September, 2021		1,000,000	$	—		51,621,524	$	516	$	8,285,076	$	(6,042,167	)	$	2,243,425

CONSOLIDATED STATEMENT OF STOCKHOLDERS’' EQUITY (DEFICIT)

FOR THE ~~THREE AND NINE MONTHS~~ QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2020~~2021 (Unaudited):

	Series A Preferred Stock				Common Stock						~~Additional~~ Paid-In			Accumulated
	Shares		Amount		Shares			Amount			Capital			Deficit			Total
Balances - December 31, 2019		—	$	—		961,034		$	10		$	5,906,213		$	(4,935,363	)	$	970,860
Balances – December 31, 2020		1,000,000	$	10		51,016,524		$	510		$	7,400,082		$	(5,514,394	)	$	1,886,208
Issuance of Common Stock in private placements		—		—		338,983			3			199,997			—			200,000
Issuance of common stock in private placements		–		–		485,000			5			614,995			–			615,000
Share-based compensation		—		—		5,085			—			298,076			—			298,076
Common stock issued in directors agreement		–		–		120,000			1			269,999			–			270,000
Adjustment for fractional shares issued		—		—		1,429			—			—			—			—
Net loss		–		–		–			–			–			(296,973	)		(296,973	)
Net loss		—		—		—			—			—			(590,322	)		(590,322	)
Balances at March 31, 2021		1,000,000	$	10		51,621,524		$	516		$	8,285,076		$	(5,811,367	)	$	2,474,225
Balances - June 30, 2020		—		—		1,306,531			13			6,404,286			(5,525,685	)		878,614
Shares retired in exchange for Series A Preferred Stock		—		—		(305,085	)		(3	)		3			—			—
Issuance of Series A Preferred Stock		1,000,000		10		—			—			(10	)		—			—
Net profit		—		—		—			—			—			86,737			86,737
Balances - September 30, 2020		1,000,000	$	10		1,001,446		$	10		$	6,404,279		$	(5,438,948	)	$	965,351

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

ADVANCED CONTAINER TECHNOLOGIES, INC.

(formerly named Medtainer, Inc.)

Notes to Unaudited Consolidated Financial Statements

~~September 30~~March 31, ~~2021~~2022

Note 1 -– Description of Business and Organization

Advanced Container Technologies, Inc. (the “Company”) markets and sells two principal products: (i) beginning in the first quarter of 2021, GrowPods, which are specially modified insulated shipping containers manufactured by GP Solutions, Inc. (“GP”), in which plants, herbs and spices may be grown hydroponically in a controlled environment (“GrowPods”) and (ii) the Medtainer, which may be used to store pharmaceuticals, herbs, teas and other solids or liquids and can grind solids and shred herbs. The Company also markets and sells products related to GrowPods and the Medtainer. The Company also provides private labeling and branding for purchasers of Medtainers, lighters and other products.

The Company was incorporated under the laws of the state of Florida on September 5, 1997~~, under the corporate name Synthetic Flowers of America, Inc~~. It changed its corporate name to Acology, Inc. on January 9, 2014; to Medtainer, Inc. on August 28, 2018; and to its present name on October 3, 2020.

On ~~August~~October 279, 2020, the Company acquired all of ~~incorporated~~the ~~Med~~outstanding Xshares of Advanced Container Technologies, Inc., ~~“Med~~a XCalifornia corporation (“ACT”), infrom ~~the~~its ~~State~~shareholders ofpursuant to ~~California~~an Exchange Agreement, ~~and~~dated ~~acquired~~August ~~all~~14, of2020, ~~its~~and ~~shares~~amended on September 9, ~~such~~2020 ~~that~~(the it“Exchange isAgreement”), in exchange for 50,000,000 shares of the Company’s common stock (“Common Stock”). This exchange resulted in ACT’s becoming the wholly owned subsidiary of the Company. ~~The~~In ~~company~~connection ~~intends~~with tothis ~~transfer~~exchange, the ~~assets~~Company ~~used~~acquired ina ~~its~~Distributorship ~~Medtainer~~Agreement, dated August 6, 2020, by and ~~printing~~between ~~businesses to~~ACT ~~Med~~and XGP (the “Distributorship Agreement”), ~~after~~under which ACT has the exclusive right to purchase GrowPods and related products from GP at prices to be agreed to from time to time and to sell and distribute them within the United States and its territories for an initial term that will expire on December 31, 2025. ACT may renew the Distributorship Agreement indefinitely as long as it ~~will~~purchases ~~conduct~~in ~~all~~the last calendar year of ~~its~~any ~~operations~~term ~~through~~the ~~Med~~lesser X.of (i) 100 GrowPods or (ii) GP’s total output of GrowPods.

On ~~October~~ 9August 27, 2020, the Company ~~acquired~~incorporated ~~all~~Med X ~~of the outstanding shares of Advanced Container~~ Technologies, Inc., ~~a California corporation~~ (“~~Advanced~~Med X”), ~~from~~in ~~its~~the ~~shareholders~~State ~~pursuant~~of ~~to an Exchange Agreement~~California, ~~dated August 14, 2020,~~ and ~~amended~~acquired onall ~~September~~of 9,its ~~2020 (the “Exchange Agreement”)~~shares, insuch ~~exchange~~that ~~for~~it ~~50,000,000~~is ~~shares of~~ the Company’s ~~common stock (“Common~~ ~~Stock”). This exchange resulted in Advanced’s becoming the~~ wholly owned subsidiary. ofThe ~~the~~ Company. Inintends ~~connection~~to ~~with this~~transfer ~~exchange,~~ the ~~Company~~assets ~~acquired~~used ain ~~Distributorship~~its ~~Agreement,~~Medtainer ~~dated August 6, 2020, by~~ and ~~between~~printing ~~Advanced~~businesses ~~and~~to GPMed ~~(the “Distributorship Agreement”)~~X, ~~under~~after which ~~Advanced has the exclusive right to purchase GrowPods and related products~~ ~~from~~it ~~GP at prices to be agreed to from time to time and to sell and distribute them within the United States and its territories for an initial term that~~ will ~~expire~~conduct onall ~~December 31, 2025. ACT may renew the Distributorship Agreement indefinitely as long as it purchases the lesser~~ of ~~(i)~~its ~~100~~operations ~~GrowPods~~through orMed ~~(ii)~~X ~~GP’s~~and ~~total output of GrowPods in the last calendar year of any term~~ACT.

Note 2 -– Summary of Significant Accounting Policies

Accounting Principles

The accompanying unaudited consolidated ~~financial~~ financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of ~~September 30~~March 31, ~~2021~~2022, and the results of operations and cash flows for the periods presented. The results of operations for the three ~~and nine~~ months ended March ~~September 30~~31, ~~2021~~2022, are not necessarily indicative of the operating results for the full fiscal year or for any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 1618, ~~2021~~2022.

Principles of Consolidation

The unaudited consolidated financial ~~statements~~ statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All intercompany balances and transactions ~~have~~ have been eliminated.

~~Use of Estimates~~5

~~The~~Use ~~preparation~~ of financial statements in conformity with GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of these estimates could be affected by external conditions, including those unique to the Company’s industries, and general economic conditions. It is possible that these external conditions could have an effect on the Company’s estimates that could cause actual results to differ materially from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and records adjustments when necessary.Estimates

~~Significant~~The ~~estimates~~preparation ~~relied upon~~of financial statements in ~~preparing~~conformity with ~~these~~GAAP ~~consolidated~~requires ~~financial~~management ~~statements~~to ~~include~~make ~~revenue~~significant ~~recognition,~~estimates ~~accounts~~and ~~receivable~~assumptions ~~reserves,~~that ~~inventory~~affect the reported amounts of assets and ~~related~~liabilities ~~reserves,~~and ~~valuations~~disclosure of contingent assets and ~~purchase~~liabilities ~~price~~at ~~allocations~~the ~~related~~dates toof ~~business~~the ~~combinations,~~financial ~~expected~~statements ~~future~~and ~~cash~~the ~~flows~~reported ~~used~~amounts toof ~~evaluate~~revenue ~~the~~and expenses ~~recoverability~~during ofthe ~~long-lived~~reporting ~~assets,~~periods. ~~estimated~~Actual ~~fair~~results ~~values~~could ofdiffer ~~long-lived~~from ~~assets~~those ~~used~~estimates. toCertain ~~record~~of ~~impairment~~these ~~charges~~estimates ~~related~~could tobe ~~intangible assets~~affected ~~and~~by ~~goodwill~~external conditions, ~~amortization~~including ~~periods,~~those ~~accrued~~unique ~~expenses,~~to ~~share-based~~the ~~compensation~~Company’s industries, and ~~recoverability~~general ofeconomic conditions. These external conditions could have an effect on the Company’s ~~net~~estimates that could cause actual results to differ materially from its estimates. The Company re-evaluates ~~deferred~~all ~~tax~~of ~~assets~~its accounting estimates at least quarterly based on these conditions and ~~any~~records ~~related~~adjustments ~~valuation~~when ~~allowance~~necessary.

5Significant estimates relied upon in preparing these consolidated financial statements include revenue recognition, accounts receivable reserves, inventory and related reserves, valuations and purchase price allocations related to business combinations, expected future cash flows used to evaluate the recoverability of long-lived assets, estimated fair values of long-lived assets used to record impairment charges related to intangible assets and goodwill, amortization periods, accrued expenses, share-based compensation, and recoverability of the Company’s net deferred tax assets and any related valuation allowance.

Cash and Cash Equivalents

The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of 3 months or less to be cash equivalents. The Company had no cash equivalents at ~~September~~March 3031, ~~2021~~2022, or December 31, ~~2020~~2021.

Accounts Receivable

Included in accounts receivable on the consolidated balance sheets are amounts primarily related to customers. The Company estimates losses on receivables based on known troubled accounts and historical experience of losses incurred. Receivables are considered impaired and written off when it is probable that all contractual payments due will not be collected in accordance with the terms of the related agreement. Based on upon experience and the judgment of management, the ~~there was no~~ allowance for doubtful accounts was $0 as of ~~September~~March 3031, ~~2021~~2022, and December 31, ~~2020~~2021.

Inventories

Inventories, which consist of products held for resale, are stated at the lower of cost (determined using the first-in first-out method) and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs to complete and dispose of the product. If the Company identifies excess, obsolete or unsalable items, its inventories are written down to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Company’s consolidated statements of operations.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. Furniture and fixtures are depreciated over the useful life of 7 years. Machinery, equipment, and computers are depreciated over the useful life of 3 to 7 years. Leasehold improvements are depreciated over 2 years and were fully depreciated as of ~~September~~March 3031, ~~2021~~2022. Expenditures for additions and improvements are capitalized and repairs and maintenance are expensed as incurred.

Goodwill and Intangible Assets

Goodwill and intangible assets that have indefinite useful lives are not amortized, but are evaluated for impairment annually or whenever events or changes in circumstances indicate that their carrying value may not be recoverable. The Company records intangible assets at fair value, ~~estimated~~when they are acquired and they are tested ~~using~~for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test consists of a ~~discounted~~comparison ~~cash~~of ~~flow~~the ~~approach~~fair value of the indefinite-lived intangible asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss will be recorded in the consolidated statements of operations in an amount equal to that excess. The Company amortizes its intangible assets that have finite lives using either the straight-line ~~method~~ method or based upon estimated future cash flows to approximate the pattern in which the economic benefit of the assets will be utilized. ~~Amortization~~ Amortization is recorded over estimated useful lives ranging from 5 to 20 years. The Company records intangible assets at fair value, estimated using a discounted-cash-flow approach.

The Company reviews intangible assets subject to amortization at least annually to determine whether any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life. Conditions that would indicate impairment and trigger a more frequent than quarterly impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset or an adverse action or assessment by a regulator. If the carrying value of an intangible asset exceeds its undiscounted cash flows, the Company will write down the carrying value to its fair value in the period identified. The Company generally calculates fair value as the present value of estimated future cash flows to be generated by the asset using a risk-adjusted discount rate. If the estimate of an intangible asset’s remaining useful life is changed, the Company will amortize its remaining carrying value prospectively over its revised remaining useful life. The Company has conducted its annual impairment test of goodwill during the fourth quarter of each year. The estimation of fair value requires significant judgment. There was no impairment of intangible assets, long-lived assets or goodwill during the quarter ended September 30, 2021, or September 30, 2020.6

~~Loss~~The ~~resulting~~Company ~~from~~reviews anintangible ~~impairment~~assets subject ~~test~~to ~~will~~amortization beat ~~reflected~~least annually to determine whether any adverse conditions exist or a change in ~~operating~~circumstances ~~income~~has occurred that would indicate impairment or a change in the ~~Company’s~~remaining ~~consolidated~~useful ~~statements~~life. ofConditions ~~operations.~~that ~~The~~would ~~annual~~indicate impairment ~~testing~~and trigger a more frequent than ~~process~~quarterly isimpairment ~~subjective~~assessment ~~and~~include, ~~requires~~but ~~judgment~~are atnot ~~many~~limited ~~points~~to, a significant adverse change in legal factors or business climate that could affect the value of an asset or an adverse action or assessment by a regulator. If ~~these~~the ~~estimates~~carrying orvalue ~~their~~of ~~related~~an ~~assumptions~~intangible ~~change~~asset exceeds its undiscounted cash flows, the Company ~~may~~will bewrite down the carrying value to its fair value in the period identified. The Company generally ~~required~~calculates fair value as the present value of estimated future cash flows to ~~record~~be generated by the asset using a risk-adjusted discount rate. If the estimate of an intangible asset’s remaining useful life is changed, the Company will amortize its remaining carrying value prospectively over its revised remaining useful life. The Company has conducted its annual impairment ~~charges~~test ~~for~~of ~~these~~goodwill during the fourth quarter of each year. The estimation of fair value requires significant judgment. There was no impairment of intangible assets, long-lived ~~not~~assets ~~previously~~or ~~recorded~~goodwill during the three-month periods ended March 31, 2022, or March 31, 2021.

~~Revenue~~Any ~~Recognition~~loss resulting from an impairment test will be reflected in operating income in the Company’s consolidated statements of operations. The annual impairment testing process is subjective and requires judgment at many points. If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges for these assets not previously recorded.

~~The Company follows the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) No. 20l4-09,~~ Revenue from Contracts with Customers (Topic 606). This standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that it expects to receive for them. Recognition

~~Under~~The ~~ASU No. 2014-09,~~ Company ~~recognizes~~ ~~revenue~~follows ~~when~~the aFinancial ~~customer~~Accounting ~~obtains control of promised goods or services, or when they are shipped to a customer, in an amount~~Standards ~~that~~Board’s ~~reflects~~(“FASB”) ~~the~~Accounting ~~consideration~~Standards ~~that~~Update ~~it expects to receive in exchange for them. The Company recognizes revenues following the five-step model prescribed under~~ (“ASU”) No. 2014-09:, ~~(a)~~Revenue itfrom ~~identifies~~Contracts ~~a contract~~ with ~~a customer;~~ Customers (bTopic 606), itas ~~identifies~~amended. ~~the~~This ~~performance~~standard ~~obligations~~requires ~~in the~~a ~~contract;~~company ~~(c)~~to itrecognize ~~determines~~revenues ~~the~~when ~~transaction price; (d)~~ it ~~allocates~~transfers ~~the~~goods ~~transaction~~or ~~price~~services to ~~the~~customers ~~performance obligations~~ in ~~the contract;~~an ~~and~~amount ~~(e)~~that itreflects ~~recognizes~~the ~~revenues~~consideration ~~when~~that ~~(or as)~~ it ~~satisfies~~expects ~~its~~to ~~performance~~receive ~~obligation~~for them.

~~Revenues~~Under ~~from~~ASC ~~product~~606, ~~sales~~Company ~~are recognized~~recognizes ~~when~~revenue when a customer obtains control of ~~the~~promised ~~Company’s~~goods ~~product,~~or ~~which~~services ~~occurs~~or atwhen they are shipped to a ~~point~~customer, in ~~time,~~an ~~typically~~amount ~~upon~~that ~~shipment~~reflects orthe consideration ~~delivery~~that it expects to ~~the~~receive ~~customer~~in exchange for them. The Company ~~expenses~~recognizes ~~incremental~~revenues ~~costs~~following ofthe ~~obtaining~~five-step model prescribed under ASC 606: (a) it identifies a contract aswith ~~and~~a ~~when~~customer; ~~incurred~~(b) ifit identifies the ~~expected~~performance ~~amortization period~~obligations ofin the ~~asset~~contract; ~~that~~(c) it ~~would~~determines ~~have~~the ~~been~~transaction price; ~~recognized~~(d) isit 1allocates ~~year~~the ortransaction ~~less~~price orto the ~~amount~~performance isobligations ~~immaterial~~in the contract; and (e) it recognizes revenues when (or as) it satisfies its performance obligation.

6 Revenues from product sales are recognized when a customer obtains control of the Company’s product, which occurs at a point in time, typically upon shipment to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have been recognized is 1 year or less or the amount is immaterial.

Revenue from sales of items ~~and services~~ sold by the Company for the three months ended ~~September~~March 3031, ~~2021~~2022, and ~~September~~March 3031, ~~2020~~2021, and the percentage of sales allocable to each ofitem ~~them~~ to the Company’s total revenues were as follows:

Schedule of revenues


	Three Months Ended March 31,
	2022				2021
	Revenues		%		Revenues		%
Lighters	$	270,061		29	$	82,259		4
Medtainers		222,242		24		224,831		12
GrowPods and related items		197,150		21		1,325,000		71
Humidity pack inserts		80,534		9		151,254		8
Plastic lighter holders		40,558		4		29,686		2
Printing		33,096		3		9,489		<1
Mylar bags		27,836		3		761		<1
Shipping charges		23,885		3		17,844		1
Others		23,086		3		23,694		1
Jars		7,700		<1		8,140		<1
Total revenues	$	926,148		100	$	1,872,958		100

	Three Months Ended September 30,
	2021				2020
	Revenues		%		Revenues		%
GrowPods and related products	$	712,000		49	$	—		—
Medtainers		343,010		24		353,958		53
Lighters		162,946		11		38,294		6
Humidity pack inserts		125,246		9		210,099		31
Shipping charges		37,017		3		16,448		2
Plastic lighter holders		28,670		2		19,388		3
Jars		22,626		2		14,789		2
Printing		12,615		<1		10,675		2
Other products		7,607		<1		8,201		1
Total revenues	$	1,451,737		100	$	671,853		100

~~Revenue~~The ~~from~~table ~~sales~~below ofpresents ~~items and services sold by~~ the ~~Company~~customer deposits ~~for~~payable ~~the~~balance ~~nine months ended September 30, 2021,~~ and ~~September 30, 2020, and~~ the ~~percentage~~significant ofactivity ~~sales~~affecting ~~allocable to~~customer ~~each~~deposits ofduring ~~them to~~ the ~~Company’s~~quarterly ~~total~~period ~~revenues~~ended ~~were~~March ~~as follows~~31, 2022:

	Nine Months Ended September 30,
Schedule of customer deposits
	2021					2020
Balance at December 31, 2021	$	361,230
	Revenues			%		Revenues		%
New customer deposits received		197,093
GrowPods and related products	$	2,182,000			53	$	—		—
Revenue recognized from customer deposits		(299,653	)
Medtainers		841,937			21		884,317		58
Balance at March 31, 2022	$	258,670
Lighters		374,805			9		80,192		5
Humidity pack inserts		362,909			9		402,470		26
Plastic lighter holders		94,038			2		47,251		3
Shipping charges		76,650			2		45,436		3
Other products		74,665			2		11,172		<1
Jars		39,666			<1		22,276		1
Printing		36,596			<1		27,908		2
Total revenues	$	4,083,267			100	$	1,521,022		100

~~The following table presents the customer deposits payable balance and the significant activity affecting customer deposits during the nine~~Share-~~month~~Based ~~period ended September 30, 2021:~~ Payments

~~Schedule~~ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions. The Company follows FASB guidance related to equity-based payments, for both employees and non-employees, which requires that equity-based compensation be accounted for using a fair value method and recognized as expense in the accompanying consolidated statements of ~~customer~~operations. ~~deposits~~Equity-based compensation expense is recognized as compensation expense over the applicable service or vesting period (see Note 7).

Balance at December 31, 2020	$	754,345
New customer deposits received		1,275,755
Revenue recognized from customer deposits		(1,530,482	)
Balance at September 30, 2021	$	499,618

Fair Value Measurements

The Company ~~follows~~has ~~ASU~~adopted ~~No.~~ASC ~~2018-07~~Topic ~~related~~820, Fair toValue ~~equity-based payments~~Measurements, which ~~requires~~defines ~~that equity-based compensation be accounted for using a~~ fair value ~~method and recognized~~ as ~~expense~~ used in ~~the~~numerous ~~accompanying~~accounting ~~consolidated~~pronouncements, ~~statements~~establishes ofa ~~operations.~~framework ~~Equity-based~~for ~~compensation is recognized as compensation expense over~~measuring ~~the~~fair ~~applicable~~value ~~service~~and orexpands ~~vesting~~disclosure ~~period.~~of ~~See~~fair ~~Note~~value 7measurements.

7 The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, is carried on an historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of the Company’s short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features, such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

~~Fair~~ASC ~~Value~~Topic ~~Measurements~~820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair-value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC Topic 820 describes three levels of inputs that may be used to measure fair value:

~~The~~Level ~~Company~~1 ~~has~~- ~~adopted~~Quoted ~~Accounting Standards~~prices ~~Codification Topic 820, Fair Value Measurements, which defines fair value as used~~ in ~~numerous~~active ~~accounting~~markets ~~pronouncements, establishes a framework~~ for ~~measuring~~identical assets ~~fair~~or ~~value and expands disclosure of fair value measurements~~liabilities.

~~The~~Level ~~estimated~~2 fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, is carried at historical cost basis, which approximates their fair values because of the short-~~term~~ ~~nature~~Quoted ofprices ~~these~~for ~~instruments.~~similar ~~The~~assets ~~carrying amounts of the Company’s short-~~ and ~~long-term credit obligations approximate fair value because the effective yields on these obligations,~~liabilities ~~which~~in ~~include~~active ~~contractual~~markets ~~interest rates taken together with other features, such as concurrent issuances of warrants and/~~or ~~embedded conversion~~inputs ~~options,~~that are ~~comparable to rates of returns for instruments of similar credit risk~~observable.

~~ASC~~Level ~~Topic 820~~3 ~~defines~~- ~~fair~~Inputs ~~value as the exchange price~~ that ~~would~~are beunobservable ~~received for an asset or paid to transfer a liability~~ (~~an exit price) in the principal or most advantageous market~~ for ~~the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair-value hierarchy~~example, ~~which requires an entity to maximize the use of observable inputs and minimize~~cash ~~the~~flow ~~use~~modeling ~~of unobservable~~ inputs ~~when~~based ~~measuring~~on ~~fair value~~assumptions). ~~ASC Topic 820 describes three levels of inputs that may be used to measure fair value:~~

~~Level 1 - Quoted prices in active markets for identical assets or liabilities.~~Advertising

~~Level~~Advertising 2and -marketing ~~Quoted~~expenses ~~prices~~are ~~for similar~~charged ~~assets~~to operations as incurred. These expenses totaled $48,469 and ~~liabilities~~$14,827 infor ~~active~~the ~~markets~~three ormonths ~~inputs~~ended ~~that~~March ~~are~~31, ~~observable~~2022, and March 31, 2021, respectively.

~~Level 3 - Inputs that are unobservable (for example cash flow modeling inputs based on assumptions).~~8

~~Advertising~~Income Taxes

~~Advertising~~The Company uses the asset and ~~marketing~~liability ~~expenses~~method of accounting for income taxes in accordance with ASC Topic 740, Income Taxes. Under this method, income tax expense is recognized for (a) taxes payable or refundable for the current year and (b) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using ~~charged~~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 of a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated statements of operations in asthe ~~incurred~~period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of the available positive and negative evidence, it is more likely than not that some portion or all the deferred tax assets will not be realized.

~~Income~~ASC ~~Taxes~~Topic 740.10.30 clarifies accounting for uncertainty in income taxes recognized in an entity’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company has no material uncertain tax positions.

~~The~~Concentration ~~Company uses the asset and liability method~~ of ~~accounting~~Credit for income taxes in accordance with ASC Topic 740, Income Taxes. Under this method, income tax expense is recognized for (a) taxes payable or refundable for the current year and (b) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. 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 of a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated statements of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of the available positive and negative evidence, it is more likely than not some portion or all the deferred tax assets will not be realized. Risk

~~ASC~~Financial ~~Topic~~instruments ~~740.10.30~~that ~~clarifies~~potentially subject the Company to concentrations ~~accounting~~of ~~for~~credit ~~uncertainty~~risk inconsist ~~income~~of ~~taxes~~cash ~~recognized~~accounts in anfinancial ~~entity’s~~institutions, ~~financial~~which ~~statements~~at ~~and~~times ~~prescribes~~may aexceed ~~recognition~~the ~~threshold~~federal deposit insurance coverage of ~~and~~$250,000. ~~measurement~~The ~~attribute~~Company ~~for~~has ~~the~~not ~~financial~~experienced ~~statement~~losses ~~recognition~~on ~~and~~these ~~measurement~~accounts ofand abelieves ~~tax~~that ~~position~~it ~~taken~~is ornot ~~expected~~exposed to besignificant ~~taken~~risks ~~in a~~on ~~tax~~such ~~return~~accounts. The ~~ASC~~Company ~~Topic~~has ~~740.10.40~~not ~~provides~~experienced ~~guidance~~losses on ~~derecognition,~~accounts ~~classification,~~receivable ~~interest~~ and ~~penalties,~~the ~~accounting~~Company inbelieves ~~interim~~that ~~periods, disclosure~~it ~~and~~is ~~transition.~~not ~~The~~exposed ~~Company~~to ~~has~~significant norisks ~~material~~with respect ~~uncertain~~to ~~tax positions~~them.

~~Concentration~~Loss ofper ~~Credit Risk~~Share

~~Financial~~The ~~instruments~~basic ~~that~~loss ~~potentially subject~~per share is calculated by dividing the Company’s net loss attributable to ~~concentrations~~common ofstockholders ~~credit~~by ~~risk~~the ~~consist~~weighted average number of ~~cash~~common ~~accounts~~shares inoutstanding ~~financial~~during ~~institutions,~~the year. ~~which~~The atdiluted ~~times,~~loss ~~may~~per ~~exceed~~share is calculated by dividing the ~~federal~~ ~~deposit~~Company’s ~~insurance~~net ~~coverage~~loss attributable to common stockholders by the diluted weighted average number of ~~$250,000~~shares outstanding during the year. The potentially dilutive stock options on the Company’s ~~has~~common stock were not ~~experienced~~considered ~~losses~~in onthe ~~these~~computation ~~accounts~~of ~~and~~diluted ~~believes~~net ~~that~~loss itper isshare ~~not~~as ~~exposed~~they towould ~~significant~~be ~~risks~~anti-dilutive. onNo ~~such~~dilutive ~~accounts.~~effective ~~The~~was calculated ~~Company~~for ~~has~~the ~~not~~three ~~experienced~~months ~~losses~~ended onMarch ~~accounts~~31, ~~receivable~~2021, and ~~the~~March ~~Company~~31, ~~believes~~2020, ~~that~~as itthe isCompany ~~not~~reported ~~exposed~~a tonet ~~significant~~loss ~~risks~~for ~~with~~each ~~respect to them~~period.

~~Profit~~Recent ~~(Loss)~~Accounting ~~per Share~~Pronouncements

~~Basic~~The ~~profit~~Company follows ASU 2016-02, Leases (~~loss~~Topic 842), ~~per~~which ~~share~~requires recognition of lease liabilities, representing future minimum lease payments, on a discounted basis, and a corresponding isright-of-use ~~calculated~~asset byon ~~dividing~~a ~~the~~balance ~~Company’s~~sheet ~~net~~for ~~profit~~most ~~(loss)~~leases, ~~attributable~~along towith ~~Common~~requirements ~~Stock~~for byenhanced disclosures to enable the ~~basic~~assessment ~~weighted~~of ~~average~~the amount, ~~number~~timing and uncertainty of cash flows arising from leasing arrangements. The Company and a related party entered into a building ~~shares~~lease effective on September 1, 2018, which had a one-year term that expired on August 31, 2019, was renewed for a one-year term that expired on August 31, 2020, was renewed for a one-year term that expired on August 31, 2021, and has been renewed for a one-year term that expires August 31, 2022, at a monthly rent of ~~Common~~$9,791. ~~Stock~~On ~~outstanding~~March ~~during~~23, 2021, the ~~period~~Company and an unrelated party entered into a lease of premises in Tulsa, Oklahoma, having a monthly rental of $5,500. The ~~diluted~~lease ~~profit~~has ~~(loss)~~a ~~per~~one-year ~~share~~term isthat ~~calculated~~expired byon ~~dividing~~March 31, 2022, and was renewed for a one-year term at the same rent. The Company’s is obligated to pay all taxes, insurance, operating expenses, repairs and certain ~~net~~maintenance ~~profit~~costs ~~(loss)~~and ~~attributable~~utilities. toBecause ~~Common~~each ~~Stock~~of bythese leases has a term of 12 months or less and there is no assurance the ~~diluted~~Company ~~weighted~~will remain ~~average~~in ~~number~~the ofbuilding ~~shares~~locations ~~outstanding~~after ~~during~~the leases have expired, the ~~period~~Company has concluded that this ASU does not apply to these leases.

8 9

~~Recent~~In August 2020, FASB 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 ~~Pronouncements~~for Convertible Instruments and Contracts in an Entity’s Own Equity.” For convertible instruments, FASB reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) those issued with substantial premiums for which the premiums are recorded as paid-in capital. FASB decided to amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. FASB observed that the application of the derivatives scope exception guidance results in accounting for some contracts as derivatives while accounting for economically similar contracts as equity. FASB also decided to improve and amend the related earnings per share guidance. The amendments in this update are effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

~~The Company~~In ~~follows~~December ~~ASU 2016-02~~2019, ~~Leases~~FASB ~~(Topic~~issued ~~842),~~ASU ~~which requires recognition of lease liabilities~~2019-12, ~~representing future minimum~~Income ~~lease payments~~Taxes, onwhich asimplifies ~~discounted~~the ~~basis,~~accounting ~~and~~for aincome ~~corresponding~~taxes ~~right-of-use~~by ~~asset~~eliminating oncertain aexceptions ~~balance~~to ~~sheet~~the ~~for~~guidance ~~most~~in ~~leases,~~ASC ~~along~~740 ~~with requirements~~related ~~for enhanced disclosures~~ to ~~enable~~ the approach ~~assessment~~for ofintra-period ~~the~~tax ~~amount~~allocation, ~~timing~~the ~~and~~methodology ~~uncertainty~~for ofcalculating ~~cash~~income ~~flows~~taxes ~~arising~~in ~~from leasing~~an ~~arrangements.~~interim ~~The~~period ~~Company~~ and athe ~~related~~recognition ~~party~~of ~~entered~~deferred tax ~~into~~liabilities afor ~~building~~outside ~~lease~~basis ~~effective~~differences. onThe ~~September~~new 1,guidance ~~2018,~~also ~~which~~simplifies ~~had~~aspects ~~a 1-year~~of ~~term~~the ~~that~~accounting ~~expired on August 31, 2019, was renewed~~ for afranchise ~~1-year~~taxes ~~term that expired on August 31, 2020,~~ and ~~was renewed for a~~enacted ~~1-year~~changes ~~term~~in ~~that~~tax ~~expired~~laws onor ~~August~~rates ~~31, 2021,~~ and ~~was~~clarifies ~~renewed~~the accounting for atransactions ~~1-year term~~ that ~~expires~~result ~~August~~in ~~31, 2022. On March 23, 2021, the Company and an unrelated party entered into~~ a ~~lease~~step-up ~~of premises~~ in ~~Tulsa,~~the ~~Oklahoma,~~tax ~~having~~basis ~~a monthly rental~~ of ~~$5,500~~goodwill. The guidance ~~lease~~is ~~has a~~effective ~~1-year~~for ~~term~~fiscal ~~that~~years ~~expires~~beginning onafter ~~March~~December 31, ~~2022~~2021, and isinterim ~~renewable~~periods ~~for~~within athat 1-year ~~term at the same rent~~. The ~~Company~~adoption isdid ~~obligated~~not ~~to pay~~have ~~all~~any ~~taxes,~~material ~~insurance,~~impact ~~operating~~on ~~expenses, repairs and certain maintenance costs and utilities. Because each of these building leases has a term of 12 months or less and there is no assurance~~ the Company ~~will remain in the building locations after the building~~’s ~~leases~~consolidated ~~have~~financial ~~expired, the Company has concluded that this ASU does not apply to these building leases~~statements.

In ~~August~~June ~~2020~~2016, FASB issued ASU ~~2020~~2016-~~06,~~13 ~~“Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts~~regarding inASC ~~Entity’s~~Topic ~~Own~~326, ~~Equity~~“Measurement ~~(Subtopic~~of ~~815-40):~~Credit ~~Accounting~~Losses ~~for~~on ~~Convertible~~Financial Instruments ~~and Contracts in an Entity’s Own Equity~~.” ~~For~~ ~~convertible~~This ~~instruments,~~pronouncement ~~FASB reduced~~changes the ~~number~~impairment ~~of accounting models~~ model for ~~convertible~~most ~~debt~~financial ~~instruments~~assets and ~~convertible preferred~~will ~~stock.~~require ~~Limiting~~ the ~~accounting~~use ~~models~~of ~~results~~an in“expected ~~fewer~~loss” ~~embedded~~model ~~conversion~~for ~~features~~instruments ~~being~~measured ~~separately~~at ~~recognized~~amortized ~~from the host~~cost. ~~contract~~Under asthis ~~compared~~model, ~~with~~entities ~~current~~will ~~GAAP. Convertible instruments that continue to~~ be ~~subject~~required to ~~separation~~estimate ~~models~~the ~~are~~lifetime ~~(1)~~expected ~~those~~credit ~~with~~loss ~~embedded conversion~~on ~~features~~such ~~that~~instruments ~~are not clearly~~ and ~~closely~~record ~~related~~an allowance to offset the ~~host~~amortized ~~contract~~cost ~~that~~basis ~~meet~~of the ~~definition~~financial ~~of a derivative~~asset, ~~and~~resulting ~~that do~~in ~~not qualify for~~ a ~~scope~~net ~~exception~~presentation ~~from~~of ~~derivative accounting and (2) those issued with substantial premiums for which~~ the ~~premiums~~amount ~~are~~expected ~~recorded as paid-in capital. FASB decided~~ to ~~amend~~be ~~the~~collected ~~guidance~~on ~~for~~ the financial ~~derivatives~~asset. ~~scope~~Subsequently, ~~exception~~FASB ~~for~~issued ~~contracts in~~ an ~~entity’s~~amendment ~~own equity~~ to ~~reduce~~clarify ~~form-over-substance-based~~the ~~accounting~~implementation ~~conclusions.~~dates ~~FASB~~and ~~observed~~items that ~~the~~fall ~~application~~within of the ~~derivatives~~ scope ~~exception~~of ~~guidance results in accounting for some contracts as derivatives while accounting for economically similar~~this ~~contracts as equity~~pronouncement. ~~FASB~~This ~~also~~standard ~~decided~~is ~~to improve and amend the related earnings per share guidance. The amendments in this update are~~ effective for ~~public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for~~ fiscal years beginning after December 15, ~~2021~~2022, including interim periods within those fiscal years. ~~For~~ ~~all~~Management ~~other~~is ~~entities,~~currently evaluating the ~~amendments~~effect ~~are~~on ~~effective~~the ~~for~~Company’s ~~fiscal~~financial ~~years beginning after December 15, 2023, including interim periods within those fiscal years~~statements.

InThe ~~December~~Company ~~2019,~~does ~~FASB~~not ~~issued ASU~~believe ~~2019-12,~~there ~~Income~~are ~~Taxes~~any ~~(“ASU~~other recently ~~2019-12”)~~issued, ~~which~~but ~~simplifies~~not ~~the~~yet ~~accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intra-period tax allocation~~effective, ~~the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the~~ accounting ~~for~~standards ~~franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions~~ that ~~result~~would inhave a ~~step-up~~significant inimpact the tax basis of goodwill. The guidance is effective for fiscal years beginning after December 31, 2021, and interim periods within that year. Early adoption is permitted. Management is currently evaluating the effect on the Company’s financial ~~statements~~position or results of operations.

InNote ~~June 2016,~~3 ~~FASB~~– ~~issued~~Going ASU 2016-13 regarding ASC Topic 326, “Measurement of Credit Losses on Financial Instruments.” This pronouncement changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. Subsequently, FASB issued an amendment to clarify the implementation dates and items that fall within the scope of this pronouncement. This standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Management is currently evaluating the effect on the Company’s financial statements.Concern

The consolidated financial statements have been ~~Company~~prepared ~~does~~on ~~not~~a ~~believe~~going ~~there~~concern ~~are~~basis, ~~any~~which ~~other~~contemplates ~~recently~~the ~~issued~~realization of assets and the satisfaction of liabilities in the normal course of business. At March 31, ~~but~~2022, ~~not~~the ~~yet~~Company ~~effective~~had a working capital deficit of $967,003 ~~accounting~~and ~~standards~~an accumulated deficit of $6,532,567. In addition, the Company has generated operating losses since its inception and has notes payable that ~~would~~are ~~have~~currently in default. These factors, among others, raise substantial doubt about the ability of the Company to continue as a ~~significant~~going concern. The ability of the Company to continue ~~impact~~as a going concern is dependent on the ~~Company’s~~successful ~~financial~~execution ~~position~~of its operating plan, which includes increasing sales of existing products and services, introducing additional products and services, controlling operating expenses, negotiating extensions of overdue notes payable and raising either debt or ~~results~~equity financing. There is no assurance that the Company will be able to implement any of ~~operations~~these measures.

~~Note 3 - Going Concern~~10

~~The~~Note ~~consolidated~~4 ~~financial~~– ~~statements have~~Intangible ~~been~~Assets ~~prepared on a going concern basis, which contemplates the realization of assets~~ and the satisfaction of liabilities in the normal course of business. At September 30, 2021, the Company had a working capital deficit of $801,907 and an accumulated deficit of $6,042,167. In addition, the Company has generated operating losses since its inception and has notes payable that are currently in default. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. The ability of the Company to continue as going concern is dependent on the successful execution of its operating plan, which includes increasing sales of existing products and services, introducing additional products and services, controlling operating expenses, negotiating extensions of overdue notes payable and raising either debt or equity financing. There is no assurance that the Company will be able to implement any of these measures.Goodwill

9 Intangible assets, including patents and patent applications, a trademark and an internet domain related to Medtainer and distribution rights under a Distributorship Agreement dated August 6, 2020, are recorded at cost or estimated fair value at the date of acquisition. Goodwill relates to an Asset Purchase Agreement, amended as of June 8, 2018. The Company tested intellectual property and goodwill for impairment in preparing its financial statements for the year ended December 31, 2021, and determined that no adjustment was required. As of March 31, 2022, and December 31, 2021, there was no impairment of these assets, which are included in the tables below:

Note 4 - Intangible Assets


Intangible Assets and Goodwill at March 31, 2022
Description	Weighted Average Estimated Useful Life	Gross Carrying Value		Accumulated Amortization			Net Amount
Distributorship Agreement	5 years	$	900,000	$	(265,932	)	$	634,068
U.S. patents	15 years		435,000		(108,725	)		326,275
U.S. patents	16 years		435,000		(104,642	)		330,358
Canadian patents	20 years		260,000		(49,329	)		210,671
European patents	14 years		30,000		(7,959	)		22,041
Molds	15 years		150,000		(37,485	)		112,515
Trademark	Indefinite life		220,000		–			220,000
Domain name	Indefinite life		2,000		–			2,000
Intangible totals		$	2,432,000	$	(574,072	)	$	1,857,928
Goodwill		$	1,020,314	$	–		$	1,020,314

Intangible assets, including patents and patent applications, a trademark and an internet domain related to Medtainer, and distribution rights under a Distributorship Agreement dated August 6, 2020, are recorded at cost or estimated fair value at date of acquisition. Goodwill relates to an Asset Purchase Agreement, amended as of June 8, 2018. These intangible assets and goodwill are evaluated annually for impairment based upon reports that the Company obtains from an independent valuation firm. The Company tested intellectual property and goodwill for impairment in preparing its financial statements for the year ended December 31, 2020, and determined that no adjustment was required. As of September 30, 2021, and December 31, 2020, there was no impairment of these assets, which appear in the tables below:

Intangible Assets and Goodwill at December 31, 2021
Description	Weighted Average Estimated Useful Life	Gross Carrying Value		Accumulated Amortization			Net Amount
GP distribution agreement	5 years	$	900,000	$	(220,932	)	$	679,068
U.S. patents	15 years		435,000		(101,597	)		333,403
U.S. patents	15 years		435,000		(97,781	)		337,219
Canadian patents	20 years		260,000		(46,095	)		213,905
European patents	14 years		30,000		(7,437	)		22,563
Molds	15 years		150,000		(35,028	)		114,972
Trademark	Indefinite life		220,000		–			220,000
Domain name	Indefinite life		2,000		–			2,000
Intangible totals		$	2,432,000	$	(508,870	)	$	1,923,130
Goodwill		$	1,020,314	$	–		$	1,020,314

~~Intangible Assets~~11

Intangible Assets and Goodwill at September 30, 2021
Description	Weighted Average Estimated Useful Life	Gross Carrying Value		Accumulated Amortization			Net Amount
Distributorship Agreement	5 years	$	900,000	$	(175,932	)	$	724,068
U.S. patents	15 years		435,000		(94,469	)		340,531
U.S. patents	16 years		435,000		(90,920	)		344,080
Canadian patents	20 years		260,000		(42,861	)		217,139
European patents	14 years		30,000		(6,915	)		23,085
Molds	15 years		150,000		(32,571	)		117,429
Trademark	Indefinite life		220,000		—			220,000
Domain name	Indefinite life		2,000		—			2,000
Intangible totals		$	2,432,000	$	(443,668	)	$	1,988,332
Goodwill		$	1,020,314	$	—		$	1,020,314

Note 5 – Convertible Notes Payable and Promissory Notes Payable

Intangible Assets and Goodwill at December 31, 2020
Description	Weighted Average Estimated Useful Life	Gross Carrying Value		Accumulated Amortization			Net Amount
Distribution Agreement	5 years	$	900,000	$	(40,932	)	$	859,068
U.S. patents	15 years		435,000		(73,085	)		361,915
U.S. patents	15 years		435,000		(40,337	)		364,663
Canadian patents	20 years		260,000		(33,159	)		226,841
European patents	14 years		30,000		(5,349	)		24,651
Molds	15 years		150,000		(25,200	)		124,800
Trademark	Indefinite life		220,000		—			220,000
Domain name	Indefinite life		2,000		—			2,000
Intangible totals		$	2,432,000	$	(248,062	)	$	2,183,938
Goodwill		$	1,020,314	$	—		$	1,020,314

As of March 31, 2022, and December 31, 2021, the Company had outstanding the following convertible notes payable and notes payable:

Note 5 - Convertible Notes Payable and Promissory Notes Payable


	March 31, 2022				December 31, 2021
			Accrued				Accrued
	Principal		Interest		Principal		Interest
Convertible Notes Payable
July 2014 $75,000 note, convertible into common stock at $5.00 per share, 10% interest, in default (a)	$	66,172	$	38,600	$	66,172	$	36,496
July 2014 $15,000 note, convertible into Common Stock at $5.00 per share, 10% interest, in default (a)		15,000		13,000		15,000		12,625
	$	81,172	$	51,600	$	81,172	$	49,571
Notes Payable
February 2018 $298,959 note, due February 2019, 10% interest, in default (b)	$	134,692	$	738	$	162,274	$	889
August 2015 $75,000 note, with one-time interest charge of $75,000 (c)		53,020		36,980		53,020		36,980
Related party obligation (d)		62,193		–		72,193		–
	$	249,905	$	37,718	$	287,487	$	37,869
Total	$	331,077	$	89,318	$	368,659	$	87,440

As(a) ofThe ~~September~~Company ~~30,~~entered ~~2021~~into promissory note conversion agreements in the aggregate amount of $90,000 and ~~December 31~~made payments of $8,828 ~~2020~~on them as of March 31, ~~the~~2021. ~~Company~~These ~~had~~notes are convertible into shares of the ~~following~~Common ~~convertible~~Stock ~~notes~~at ~~payable~~a conversion price of $295 per share. The loans under these agreements are non-interest-bearing and ~~notes~~have ~~payable~~no ~~outstanding:~~stated maturity date; however, the Company is accruing interest at a 10% annual rate.

~~Schedule~~(b) On February 22, 2018, the Company made a promissory note in the principal amount of ~~Convertible~~$298,959 ~~Notes~~in ~~Payable~~favor of an unrelated party, which comprised the unpaid principal amount of $200,000 due on a prior note in favor of that party and ~~Promissory~~ ~~Notes~~$98,959 ~~Payable~~of accrued interest thereon. At March 31, 2021, there was no accrued interest. The balance of this note was $134,692 and $162,274 at March 31, 2022, and December 31, 2021, respectively. The Note was due on February 22, 2019. The Company is negotiating an extension.

	September 30, 2021				December 31, 2020
			Accrued				Accrued
	Principal		Interest		Principal		Interest
Convertible Notes Payable
July 2014 $75,000 note convertible into common stock at $295 per share, 10% interest, currently in default (a)	$	66,172	$	33,292	$	66,172	$	30,329
July 2014 $15,000 note convertible into common stock at $295 per share, 10% interest, currently in default (a)		15,000		12,250		15,000		10,625
	$	81,172	$	47,542	$	81,872	$	40,954
Notes Payable
February 2018 $298,959 note due February 2019, 10% interest, currently in default (b)		198,645		1,088		282,969		—
August 2015 $75,000 note, with a one-time interest charge of $75,000, currently in default (c)		53,020		36,980		64,246		71,356
May 2020 Paycheck Protection Note (d)		—		—		137,960		698
	$	251,665	$	36,980	$	485,175	$	72,054
Total	$	332,837	$	85,610	$	566,347	$	113,008

(c)

On August 15, 2015, the Company made a promissory note in the principal amount of $150,000 in favor of an unrelated party. The note bears interest at 0.48% per annum, provided that the note was paid on or before its maturity date, or 2 percentage points over the Wall Street Journal Prime Rate, if not so repaid. Upon an event of default, as defined in the note, interest will be compounded daily. This note matured on August 11, 2016. During the year ended December 31, 2017, the holder of this note agreed to exchange $75,000 of principal and $663 of accrued interest on this note for 500,000 shares of common stock. This exchange was accounted for as an extinguishment of debt resulting in a loss of $683,337. In connection with this exchange, the Company agreed to pay the holder a fee of $75,000 in consideration of his waiving the default under the promissory note, as additional consideration for his agreeing to the exchange and as compensation for his foregoing the interest that would have accrued on the promissory note at the default rate but for the waiver. During the three months ended March 31, 2022, and the year ended December 31, 2021, the Company made payments of $0 and $11,227, respectively, on the principal and $0 and $33,775, respectively, on the interest accrued on this note. At March 31, 2022, and December 31, 2021, the balance of the note was $53,020, respectively, and accrued interest, including the $75,000 fee included therein, was $36,980, respectively. The Company is negotiating an extension.

(d) On June 15, 2020, the Company and a related party entered into a Separation Agreement, dated June 15, 2020, under which, commencing on January 1, 2021, the Company agreed to repay $145,844 that the Company owed him in 24 monthly payments of $6,093, including interest at the Applicable Federal Rate. During the three months ended March 31, 2022, and the year ended December 31, 2021, the Company made payments of $10 ,000 and $90,000, respectively. At March 31, 2022, and December 31, 2021, the balance of the note was $62,193 and $72,193, respectively.

(a) The Company entered into promissory note conversion agreements in the aggregate amount of $90,000 and made payments of $8,828 on them as of September 30, 2021. These notes are convertible into shares of the Common Stock at a conversion price of $295 per share. The loans under these agreements are non-interest-bearing and have no stated maturity date; however, the Company is accruing interest at a 10% annual rate.12

~~(b)~~Note On6 ~~February~~– ~~22,~~Stockholders’ 2018, the Company made a promissory note in favor of an unrelated party in the principal amount of $298,959, which comprised the unpaid principal amount of $200,000 due on a prior note in favor of that party and $98,959 of accrued interest thereon. At September 30, 2021, and December 31, 2020, the balance of the note was $198,645 and $282,969, respectively, and accrued interest was $1,088 and $0, respectively. The note was due on February 22, 2019. The Company is negotiating an extension.Equity

~~(c)~~ On ~~August~~October 158, ~~2015~~2020, the Company ~~made~~combined ~~a promissory note in~~ the ~~principal~~outstanding shares ~~amount~~ of ~~$150,000~~its incommon ~~favor~~stock ~~of an unrelated party. The note bears interest at 0.48% per annum, provided that the note is paid~~ on ~~or before maturity date, or 2 percentage points over~~ the ~~Wall~~basis ~~Street Journal Prime Rate, if not repaid on or before the maturity date. Upon an event~~ of ~~default,~~1 asshare ~~defined in the note, interest will be compounded daily. This note matured on August 11, 2016. During the year ended December 31, 2017, the holder~~ of ~~this~~common ~~note~~stock ~~agreed to exchange $75,000 of principal and $663 of accrued interest on this note~~ for ~~500,000~~each 59 shares of common stock. ~~This~~The ~~exchange~~effects ~~was accounted for as an extinguishment~~ of ~~debt resulting in a loss of $683,337. In connection with~~ this ~~exchange,~~combination have ~~the~~been ~~Company~~retroactively ~~agreed~~applied to ~~pay~~all ~~the~~periods ~~holder~~presented ~~a fee of $75,000~~ in ~~consideration of his waiving~~ the ~~default~~unaudited ~~under~~consolidated ~~the~~financial promissory note, as additional consideration for his agreeing to the exchange and as compensation for his foregoing the interest that would have accrued on the promissory note at the default rate but for the waiverstatements. During the nine months ended September 30, 2021 and the year ended December 31, 2020, the Company made payments of $11,227 and $10,754, respectively, on the principle and $33,775 and $4,246, respectively, on interest accrued on this note. At September 30, 2021, and December 31, 2020, the balance of the note was $53,020 and $64,246, respectively, and accrued interest, including the $75,000 fee included therein, was $36,980 and $71,356, respectively.

~~(d)~~On ~~The~~July 30, 2020, the Company ~~made~~filed ~~this~~articles ~~note~~of amendment (with the ~~“Paycheck~~Secretary ~~Protection~~of ~~Note”)~~State of the State of Florida, pursuant to ~~the~~which, ~~terms~~a series of ~~the~~1,000,000 ~~Paycheck~~of ~~Protection~~its ~~Program~~10,000,000 authorized byshares of ~~the~~preferred ~~Coronavirus~~stock ~~Aid,~~was ~~Relief~~created, ~~and~~which ~~Economic~~series ~~Security~~is named Series A Convertible Preferred Stock (~~CARES~~“Series A Preferred”). ~~Act~~Each ~~and~~share of ~~pursuant~~Series toA ~~all~~Preferred ~~regulations~~is ~~and~~convertible ~~guidance~~into ~~promulgated~~0.3051 orshares ~~provided~~of byCommon Stock, has the ~~Small~~dividend ~~Business~~and ~~Administration~~distribution (rights and redemption rights of the ~~“SBA”)~~shares ~~and~~of ~~other~~Common ~~Federal~~Stock ~~agencies~~into ~~that~~which ~~are~~it ~~now~~is convertible, oris ~~may~~not ~~become,~~redeemable ~~applicable~~and has voting power equal to the ~~loan.~~combined ~~The~~voting ~~Paycheck~~power of ~~Protection~~all ~~Note~~other ~~bore~~of ~~interest~~classes atand ~~the~~series ~~rate~~ of 1%the ~~per~~Company’s ~~annum~~capital stock. On ~~August~~June 524, ~~2021~~2020, the Company ~~received~~issued ~~full~~all ~~forgiveness~~of the shares of this series ~~note~~to a related party in exchange for 305,085 shares of Common Stock.

On October 9, 2020, the Company issued 50,000,000 shares of Common Stock to the shareholders of ACT in exchange for their shares in ACT pursuant to the Exchange Agreement. See Note 61. As -a ~~Stockholders~~result, ACT became the wholly owned subsidiary of the Company and the Company acquired the Distributorship Agreement, which has been valued as an intangible asset at $900,000 (see Note 4) and $86,293 in cash. Under the Distributorship Agreement, ACT has the exclusive right to purchase GrowPods and related products at prices to be agreed to from time to time and to sell and distribute them within the United States and its territories for an initial term that will expire on December 31, 2025. ACT may renew the Distributorship Agreement indefinitely as long as it purchases the lesser of (i) 100 GrowPods or (ii) GP’s ~~Equity~~total output of GrowPods in the last calendar year of any term.

On ~~March~~January 221, ~~2019~~2021, the Company ~~combined~~ ~~the~~issued ~~outstanding~~ 120,000 shares of ~~its~~Common ~~common~~Stock ~~stock~~to onone ~~the basis~~ of ~~1 share of common stock for each 100 shares of common stock. Also, on that date,~~ the Company’s ~~reduced~~directors, ~~the~~as ~~number~~compensation ofpursuant ~~shares of its authorized common stock from 6,000,000,000~~ to ~~100,000,000.~~a ~~The~~Director ~~number~~Agreement ~~of authorized~~between ~~shares of preferred stock remained 10,000,000. On October 8, 2020,~~ the Company ~~combined the outstanding shares of its common~~and ~~stock~~him, ondated ~~the~~as ~~basis~~ of 1that ~~share of common stock for each 59 shares of common stock~~date. ~~The effects of these combinations have been retroactively applied to all periods presented in the unaudited consolidated financial statements.~~

~~On July~~During ~~30, 2020,~~ the ~~Company~~three ~~filed~~months ~~articles~~ended ofMarch ~~amendment with the Secretary of State of the State of Florida~~31, ~~pursuant to which a~~2022, ~~series~~the ofCompany ~~1,000,000~~issued ~~of its 10~~280,~~000,000~~001 ~~authorized~~ shares of ~~preferred~~Common ~~stock was created, which series is named Series A Convertible Preferred~~ Stock ~~(“Series~~to Afour ~~Preferred”)~~individuals. ~~Each~~The ~~share~~aggregate ofpurchase ~~Series~~price ~~A Preferred is convertible into 0.3051 shares~~ of ~~Common Stock,~~these ~~has the dividend and distribution rights and redemption rights of the~~ shares ofwas ~~Common Stock into which it is convertible~~$210, is000. ~~not~~During ~~redeemable and has voting power equal to~~ the ~~combined~~year ~~voting~~ended ~~power~~December ~~of all other of classes and series of the Company’s capital stock. On June 24~~31, ~~2020~~2021, the Company issued ~~all~~485,000 ~~of the~~ shares of ~~this~~Common ~~series~~Stock to aeight ~~related~~individuals. ~~party~~The inaggregate ~~exchange for 305,085~~purchase ~~shares~~price of ~~Common~~these ~~Stock~~shares was $615,000.

~~On October 9, 2020, the Company issued 50,000,000 shares of Common Stock to the shareholders of Advanced in exchange for their shares in Advanced pursuant to the Exchange Agreement. See~~ Note 1.7 As– aShare-Based result, Advanced became the wholly owned subsidiary of the Company and the Company acquired the Distributorship Agreement, which has been valued as an intangible asset at $900,000 (see Note 4) and $86,293 in cash. Under the Distributorship Agreement, Advanced has the exclusive right acquire GrowPods and related products at prices to be agreed to from time to time and to sell and distribute them within the United States and its territories for an initial term that will expire on December 31, 2025. Advanced may renew the Distributorship Agreement indefinitely as long as it purchases the lesser of (i) 100 GrowPods or (ii) GP’s total output of GrowPods in the last calendar year of any term. Compensation

OnThe ~~January~~Company’s 2018 Incentive Award Plan (the “2018 Plan”) became effective on December 1, ~~2021~~2018, under which the Company ~~issued~~ ~~120~~may issue up to 33,~~000~~898 shares of ~~Common~~common ~~Stock~~stock as toincentive ~~one~~stock ofoptions, ~~the~~non-statutory ~~Company’s~~stock ~~directors~~options, asstock ~~compensation~~appreciation ~~pursuant~~rights, torestricted astock ~~Director~~awards, ~~Agreement~~restricted ~~between~~stock unit awards, ~~the~~and ~~Company~~other forms of compensation to employees, directors and ~~him~~consultants. In addition, ~~dated~~the as2018 Plan provides for the grant of ~~that~~performance cash ~~date~~awards to employees, directors and consultants.

~~Between~~On ~~January~~December 1, ~~2021~~2018, ~~and~~22,882 shares of common ~~September~~stock ~~30,~~were ~~2021,~~awarded to employees in the ~~Company~~form ~~issued~~of ~~485~~restricted shares and 5,~~000~~678 shares of ~~Common~~common ~~Stock~~stock were awarded to ~~eight~~consultants ~~unrelated~~as ~~persons~~compensation. The ~~aggregate~~fair ~~purchase~~value ~~price~~ of these shares on the grant date was $~~615~~0.59 per share. As of December 31,~~000~~ 2020, all of these shares had vested. The following table shows vesting for financial reporting purposes under GAAP of the shares issued under the 2018 Plan:

Schedule of share based compensation
	Shares of Common Stock
Vesting Dates	Employees		Consultants
December 31, 2018		–		3,136
January 1, 2019		12,712		–
March 31, 2019		–		2,542
June 30, 2019		5,085		–
June 30, 2020		5,085		–
Total vested at March 31, 2021		22,882		5,678

~~Note 7 - Share-Based Compensation~~13

The Company’s ~~2018~~made ~~Incentive Award~~no Plan (the “2018 Plan”) became effective on December 1, 2018, under which the Company was authorized to issue up to 33,898 shares of Common Stock as incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards~~, restricted~~ ~~stock~~in ~~unit~~any ~~awards, and~~ other ~~forms~~form ~~of compensation to employees, directors and consultants. In addition, the 2018 Plan provides~~during ~~for~~ the ~~grant~~three ofmonths ~~performance~~ended ~~cash~~March ~~awards~~31, ~~to employees~~2022, ~~directors~~ and ~~consultants.~~March ~~All~~31, ~~these shares were reserved on that date~~2021.

OnThe ~~December 1,~~Company ~~2018,~~expensed ~~22,882~~$0 ~~shares~~for ofshare-based ~~common~~compensation under ~~stock~~the ~~were~~2018 ~~awarded~~Plan ~~to employees~~ in the ~~form~~three ofmonths ~~restricted~~ended ~~shares~~March ~~and~~31, 52022,~~678~~ ~~shares~~and ofMarch ~~common~~31, ~~stock~~2021, ~~were awarded~~respectively, tofor ~~consultants~~its asemployees ~~compensation.~~and ~~The~~consultants ~~fair~~in ~~value of these shares on~~ the accompanying ~~grant~~consolidated ~~date~~statements ~~was $0.59 per share. As~~ of ~~September 30, 2021, all of these shares had vested~~operations.

~~The~~On January 1, 2021, the Company issued 120,000 ~~following~~shares ~~table~~of ~~shows~~Common ~~vesting~~Stock ~~for~~to ~~financial~~one ~~reporting~~of ~~purposes~~its ~~under~~directors, ~~GAAP~~as compensation pursuant to a Director Agreement, dated as of that date and, in the ~~shares~~three months ~~issued~~ended ~~under~~March 31, 2021, the ~~2018~~Company ~~Plan:~~expensed $270,000 for share-based compensation in respect of these shares (see Note 6), based on their fair market value of $2.25 per share on their date of issuance.

Schedule of share based compensation
	Shares of Common Stock
Vesting Dates	Employees		Consultants
December 31, 2018		—		3,136
January 1, 2019		12,712		—
March 31, 2019		—		2,542
June 30, 2019		5,085		—
June 30, 2020		5,085		—
Total vested at September 30, 2021		22,882		5,678

Note 8 – Income Taxes

As of December 31, 2021, the Company had approximately $2,351,000 and $1,649,000 of net operating loss carryforwards (“NOLs”) available to reduce future Federal and California, respectively, taxable income, which will begin to expire in 2031. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will be realized. The ultimate realization of deferred ~~Company~~tax ~~made~~assets nois ~~awards~~dependent ~~under~~upon the ~~2018~~generation ~~Plan~~of future taxable income during the ~~nine~~periods ~~months~~in ~~ended~~which ~~September~~those ~~30,~~temporary ~~2021~~differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and ~~September~~tax 30planning strategies in making this assessment. Based on the assessment, ~~2020~~management has established a full valuation allowance against all the deferred tax assets for every period because it is more likely than not that the deferred tax assets will not be realized.

~~The~~On ~~Company~~December ~~expensed~~22, $02017, the Tax Cuts and Jobs Act ~~$298~~of 2017 (the “2017 Tax Act”) was enacted,~~077,~~ making significant changes to the Internal Revenue Code. Changes include a federal corporate tax rate decrease from 35% to 21% for ~~share~~tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system and a one-~~based~~time ~~compensation~~transition ~~under~~tax on the ~~2018~~mandatory ~~Plan~~deemed repatriation of foreign earnings. The Company has estimated its provision for income taxes in accordance with the ~~nine~~2017 ~~months~~Tax ~~ended~~Act ~~September~~and ~~30,~~the ~~2021,~~guidance available and, ~~September~~based 30thereon, has ~~2020~~determined that the 2017 Tax Act does not change the determination that it is more likely than not that the deferred tax assets will not be realized. Accordingly, ~~respectively~~the Company has kept the full valuation allowance. As a result, ~~for~~ ~~its~~the ~~employees~~Company ~~and~~recorded ~~consultants~~no inincome tax expense during the ~~accompanying~~three ~~consolidated~~months ~~statements~~ended ofMarch ~~operations~~31, 2022, and March 31, 2021.

OnNote ~~January~~9 1,– 2021, the Company issued 120,000 shares of Common Stock to one of its directors, as compensation pursuant to a Director Agreement, dated as of that date and, in the nine months ended September 30, 2021, the Company expensed $270,000 for shareRelated-~~based~~Party ~~compensation in respect of these shares (see Note 6) based on their fair market value of $2.25 per share their date of issuance.~~ Transactions

~~Note 8 - Income Taxes~~Loans

AsThe ~~of December 31, 2020, the~~ Company ~~had~~has ~~approximately~~received ~~$1,800,000~~loans ~~and~~from ~~$1,700,000~~its ~~of net operating loss carryforwards (“NOLs”) available~~officers ~~to reduce future Federal~~ and ~~California,~~directors ~~respectively,~~from ~~taxable~~time ~~income, which will begin~~ to ~~expire~~time insince ~~2031~~its inception. InDuring ~~assessing~~ the ~~realization of~~three ~~deferred~~months ~~tax~~ended ~~assets~~March 31, ~~management~~2022, ~~considers~~the ~~whether~~Company itreceived is$64,839 ~~more~~in ~~likely~~loans from ~~than~~one ~~not~~of ~~that~~its ~~some~~officers ~~portion~~and ordirectors ~~all~~and ~~the~~repaid ~~deferred~~$65,000 ~~tax~~of ~~assets~~these ~~will be realized~~loans. ~~The~~During ~~ultimate~~the ~~realization~~three ofmonths ~~deferred~~ended ~~tax~~March ~~assets~~31, is2021, ~~dependent upon~~ the ~~generation~~Company ofreceived no ~~future~~such ~~taxable~~loans ~~income~~and ~~during~~repaid ~~the~~$60,793 ~~periods in~~of ~~which~~these ~~those temporary differences become deductible~~loans. ~~Management~~The ~~considers~~balance ~~the~~of ~~scheduled~~these ~~reversal~~loans ofat ~~deferred~~March ~~tax~~31, ~~liabilities~~2022, ~~projected future taxable income~~ and ~~tax~~December ~~planning~~31, ~~strategies~~2021, inwas ~~making this assessment. Based on the assessment~~$320,250 ~~management has established a full~~and ~~valuation~~$320,411, ~~allowance~~respectively. ~~against~~All ~~all~~of ~~the~~these ~~deferred~~loans ~~tax~~are ~~assets~~non-interest-bearing ~~for~~and ~~every~~have ~~period~~no ~~because~~set itmaturity isdate. ~~more~~The ~~likely~~Company ~~than~~expects ~~not~~to ~~that~~repay ~~the~~these loans ~~deferred~~when ~~tax~~cash ~~assets will~~flows ~~not~~become ~~be realized~~available.

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) was enacted, making significant changes to the Internal Revenue Code. Changes include a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. The Company has estimated its provision for income taxes in accordance with the 2017 Tax Act and the guidance available and, based thereon, has determined that the 2017 Tax Act does not change the determination that it is more likely than not that the deferred tax assets will not be realized. Accordingly, the Company has kept the full valuation allowance. As a result, the Company recorded no income tax expense during the three and nine months ended September 30, 2021, and September 30, 2020.Contracts

~~Note~~The 9Company -makes ~~Related-Party~~building ~~Transactions~~lease payments and purchases products for resale from entities owned by a related party, who is also one of its executive officers.

~~Loans~~Payments made to related parties for the three months ended March 31, 2022, and March 31, 2021, were as follows:

The Company has received loans from its officers and directors from time to time since its inception. During the nine months ended September 30, 2021, the Company received loans of $26,753 from its officers and directors and repaid $79,942 of these loans. During the nine months ended September 30, 2020, the Company received loans of $168,868 from its officers and directors and repaid $247,637. The balance of these loans at September 30, 2021, and December 31, 2020, was $326,996 and $383,152, respectively. All of these loans are non-interest-bearing and have no set maturity date. The Company expects to repay these loans when cash flows become available.

Schedule of related party transactions
	Three Months Ended March 31,
	2022		2021
Building lease payments	$	28,197	$	27,201
Purchase of products for resale		152,923		74,126
Total	$	181,120	$	101,327

~~Contracts~~14

~~The Company~~Director makes building lease payments to and purchases products for resale from entities owned by a related party, who is also one of its executive officers. Payments made to related parties for the three and nine months ended September 30, 2021, and September 30, 2020, were as follows:Compensation

12 On January 1, 2021, the Company issued 120,000 shares of Common Stock to one of its directors, as compensation pursuant to a Director Agreement, dated as of that date. (See Note 7.)

~~Schedule~~Note of10 ~~related~~– ~~party transactions~~ Concentrations

	Three Months Ended				Nine Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Building lease payments	$	27,805	$	27,613	$	81,847	$	81,495
Purchase of products for resale		130,910		21,419		313,443		49,411
Equipment purchase		—		40,000		—		40,000
Total paid to related party	$	158,715	$	89,032	$	395,290	$	170,906

For the three months ended March 31, 2022, two of the Company's customers accounted for approximately 15% and 14%, respectively, of total revenues. For the three months ended March 31, 2021, two of the Company's customers accounted for 46% and 25%, respectively, of total revenues.

~~Director~~For ~~Compensation~~the three months ended March 31, 2022, and March 31, 2021, the Company purchased approximately 42% and 82%, respectively, of its products for cost of goods sold from one distributor.

OnAs ~~January~~of 1,March ~~2021~~31, 2022, two of the Company's ~~issued~~customers accounted for 37% ~~120~~and 34%,~~000~~ respectively, ~~shares~~ of ~~Common~~its ~~Stock~~accounts toreceivables. ~~one~~As of ~~its~~December ~~directors~~31, as2021, ~~compensation~~two ~~pursuant~~of tothe aCompany’s ~~Director~~customers ~~Agreement,~~accounted ~~dated~~for as43% and 34%, respectively, of ~~that~~its ~~date.~~accounts ~~(See Note 7)~~receivable.

Note 1011 -– ~~Concentrations~~Commitments

~~For~~On ~~the~~September ~~three~~1, ~~months~~2018, ~~ended~~the ~~September~~Company entered into ~~30,~~an ~~2021,~~operating ~~one~~lease ofwith ~~the~~an ~~Company’s~~entity ~~customers~~owned ~~accounted~~by a related party calling for ~~approximately~~monthly ~~25%~~payments of $8,641, plus 100% of ~~total~~operating ~~revenues~~expenses, for a term expiring on August 31, 2019. ~~For~~On September 1, 2019, this lease was amended such that it expired on August 31, 2020, and the ~~three~~rent thereunder ~~months~~was ~~ended~~increased to $8,967 per month. On September 30 1, 2020, ~~one~~this oflease was amended such that its term will expire on August 31, 2021, and the ~~Company’s~~rent ~~customers~~thereunder ~~accounted~~was ~~for~~increased ~~13%~~to of$9,007 ~~total~~per ~~revenues~~month. On September 1, 2021, the lease was amended such that its term will expire on August 31, 2022, and the rent thereunder was increased to $9,791 per month.

~~For~~The ~~the~~Company ~~nine~~leases ~~months~~premises ~~ended~~of ~~September 30~~6,000 ~~2021~~square feet, which ~~one~~it ~~the~~uses ~~Company’s~~as ~~customers~~a ~~accounted~~showroom, ~~for~~in ~~approximately~~Tulsa, ~~33%~~Oklahoma, ofat ~~total~~a ~~revenues.~~monthly ~~For~~rental ~~the~~of ~~nine months ended September 30~~$5, ~~2020,~~500 ~~one~~for ofa ~~the~~term ~~Company’s~~that ~~customers~~will ~~accounted~~expire ~~for~~on 8%March of31, ~~total revenues~~2023.

~~For~~Under an agreement with the ~~three~~supplier of Medtainers ~~months~~entered ~~ended~~into ~~September~~in 302018, ~~2021,~~the ~~and~~Company ~~September~~agreed to purchase a minimum of 30,000 ~~2020,~~units of product per month. Under the ~~Company~~terms ~~purchased~~of ~~approximately~~this ~~62%~~agreement, the ~~and~~minimum 57purchase quantity increases by 1%, ~~respectively,~~on every anniversary of its ~~products~~effective date and is now 30,909 units per month. The purchase price for ~~cost~~units ofis ~~goods~~subject ~~sold~~to ~~from~~periodic ~~one~~adjustment ~~distributor~~for changes in the consumer price index. This agreement will expire on April 30, 2031; however, it can be terminated upon payment of $400,000.

~~For~~Note ~~the~~12 ~~nine~~– ~~months~~Subsequent ~~ended September 30, 2021, and September 30, 2020, the Company purchased approximately 70% and 55%, respectively, of its products for cost of goods sold from one distributor.~~ Events

~~As of~~Management ~~September~~has ~~30,~~evaluated ~~2021,~~all ~~one~~other ofsubsequent events when the ~~Company’s~~consolidated ~~customers~~financial ~~accounted~~statements ~~for~~were ~~45%~~issued ofand ~~its~~determined ~~accounts~~that ~~receivables.~~none As of ~~December~~them ~~31,~~requires ~~2020,~~this ~~one of~~disclosure ~~the Company’s customers accounted for 87% of its accounts receivable~~herein.

~~Note 11 - Commitments~~15

OnItem September 1, 2018, the Company entered into an operating lease with an entity owned by a related party calling for monthly payments of $8,641, plus 100% of operating expenses, for a term expiring on August 31, 20192. OnManagement’s ~~September~~Discussion ~~1, 2019, this lease was amended such that it expired on August 31, 2020,~~ and ~~the~~Analysis ~~rent~~of ~~thereunder~~Financial ~~was~~Condition ~~increased to $8,967 per month. On September 1, 2020, this lease was amended such that its term expired on August 31, 2021,~~ and ~~the~~Results ~~rent~~of ~~thereunder was increased to $9,007 per month~~Operations. ~~On September 1, 2021, the lease was amended such that the term will expire on August 31, 2022, and the rent thereunder was increased to $9,791 per month.~~

~~Under~~THE anFOLLOWING ~~agreement~~DISCUSSION ~~with~~SHOULD ~~the supplier~~BE ofREAD ~~Medtainers entered into in 2018, the Company agreed to purchase a minimum of 30,000 units of product per month. Under the~~IN ~~terms~~CONJUNCTION ofWITH ~~this~~THE ~~agreement,~~COMPANY’S ~~the~~UNAUDITED ~~minimum~~CONSOLIDATED ~~purchase~~FINANCIAL ~~quantity increases by 1% on every anniversary of its effective date and is now 30~~STATEMENTS,~~909~~ ~~units per~~THE ~~month.~~NOTES ~~The~~THERETO ~~purchase~~AND ~~price~~THE ~~for~~OTHER ~~units~~FINANCIAL ~~is subject to periodic adjustment for changes in the consumer~~INFORMATION ~~price~~APPEARING ~~index.~~IN ~~This~~THIS ~~agreement will expire on April 30, 2031; however, it can be terminated upon payment of $400,000~~REPORT.

~~Note 12 - Subsequent Events~~Introduction

~~Management evaluated~~The ~~all~~financial ~~subsequent~~data ~~events~~discussed ~~when~~below ~~these~~are derived from the unaudited consolidated financial statements of the Company as of March 31, 2022, which were ~~issued~~prepared and ~~determined~~presented in accordance with United States generally accepted accounting principles for interim financial statements. These financial data are only a summary and should be read in conjunction with the unaudited financial statements and related notes contained herein, which more fully present the Company’s financial condition and operations as at that ~~none~~date, and with its audited financial statements and notes thereto contained in its Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on April 18, 2021. Further, the Company urges caution regarding the forward-looking statements which are contained in this report because they involve risks, uncertainties and other factors affecting its operations, market growth, service, products and licenses that may cause the Company’s actual results and achievements, whether expressed or implied, to differ materially from the expectations the Company describes in its forward-looking statements. The occurrence of any of the events described in Part II, Item 1A, Risk Factors, or other events, could have a material adverse ~~them~~effect ~~requires~~on ~~disclosure~~the ~~herein~~Company’s business, results of operations and financial position.

13 General Statement of Business

~~Item~~The 2.Company ~~Management’s~~was ~~Discussion~~incorporated under the laws of ~~and~~the ~~Analysis~~state of ~~Financial~~Florida ~~Condition~~on ~~and~~September ~~Results~~5, 1997, under the corporate name Synthetic Flowers of ~~Operations~~America, Inc. It changed its corporate name to Acology, Inc. on January 9, 2014; on August 28, 2018, to Medtainer, Inc.; and on October 3, 2020, to its present name.

~~THE~~The Company is in the businesses of (i) selling ~~FOLLOWING~~and ~~DISCUSSION~~distributing ~~SHOULD~~hydroponic BEcontainers ~~READ~~called IN“GrowPods” ~~CONJUNCTION~~and ~~WITH~~related ~~THE~~products ~~COMPANY’S~~and ~~UNAUDITED~~(ii) ~~CONSOLIDATED~~designing, ~~FINANCIAL~~branding ~~STATEMENTS~~and selling proprietary plastic medical-grade containers that can store pharmaceuticals, ~~THE~~herbs, ~~NOTES~~teas and other solids or liquids and can grind solids and shred ~~THERETO~~herbs, ~~AND~~as ~~THE~~well ~~OTHER~~as ~~FINANCIAL~~selling ~~INFORMATION~~other ~~APPEARING~~products INsuch ~~THIS~~as ~~REPORT~~humidity control inserts, smell-proof bags, lighters, and plastic lighter holders, and providing private labeling and branding for purchasers of the Company’s containers and the other products.

~~Introduction~~The Company markets its products directly to businesses through its phone room and to the retail public through internet sales. The Company also markets directly to wholesalers and other businesses that resell them to other businesses and end users.

~~The~~On ~~financial data~~October ~~discussed~~9, ~~below~~2020, ~~are derived from~~ the ~~unaudited~~Company ~~consolidated~~acquired ~~financial~~all ~~statements~~ of the ~~Company~~outstanding asshares of ~~September~~Advanced ~~30,~~Container ~~2021~~Technologies, ~~which were prepared and presented in accordance with United States generally accepted accounting principles for interim financial statements~~Inc. ~~These~~, ~~financial data are only~~ a ~~summary~~California ~~and~~corporation ~~should be read in conjunction with the unaudited financial statements and related notes contained herein~~(“Advanced”), ~~which~~from ~~more fully present the Company’s financial condition and operations as at that date, and with~~ its ~~audited financial~~shareholders ~~statements~~pursuant ~~and~~to ~~notes~~an ~~thereto~~Exchange ~~contained~~Agreement, indated ~~its~~August ~~Annual Report on Form 10-K for the year ended December 31~~14, 2020, ~~filed~~which ~~with~~was ~~the~~amended ~~SEC~~ on ~~April~~ ~~16,~~September ~~2021. Further~~9, ~~the~~2020 ~~Company~~(as ~~urges~~so ~~caution~~amended, ~~regarding~~ the ~~forward-looking~~“Exchange ~~statements which are contained~~ Agreement”), in ~~this~~exchange ~~report~~for ~~because they involve risks~~50, ~~uncertainties and other factors affecting its operations~~000,000 ~~market~~shares ~~growth,~~of ~~service, products and licenses that may cause~~ the Company’s ~~actual~~Common ~~results and achievements, whether expressed or implied, to differ materially from the expectations the Company describes in its forward-looking statements~~Stock. ~~The~~This ~~occurrence~~exchange ofresulted ~~any of the events described~~ in ~~Part~~Advanced’s ~~II,~~becoming ~~Item~~a 1Awholly —owned ~~Risk~~subsidiary ~~Factors,~~of ~~or other events, could have a material adverse effect on~~ the Company~~’s business, results of operations and financial position~~.

~~General~~The ~~Statement~~acquisition of ~~Business~~ ACT represented a material change in the business strategy of the Company and an expansion of its product base. Since the inception of the Company in 2014, its intended growth strategy was to concentrate on increasing sales of Medtainers, while introducing related products and services, such as humidity control inserts and printing. This approach resulted in relatively flat revenues, increasing expenses and a history of losses. Management believes that this acquisition offered the prospect of substantially increased revenues, without a comparable increase in expenses an opportunity to expand its profits significantly. The Company has announced that it is exploring with GP the acquisition of its assets and the assumption of some or all of its liabilities in exchange for shares of Common Stock (the “GP Acquisition”). Discussions are in their preliminary stages and none of the terms and conditions of the acquisition has been determined, including the number of shares of Common Stock to be issued to GP in exchange for its assets or the liabilities of GP that the Company would assume. The Company intends to structure any transaction such that its board of directors and executive officers would not be changed and that voting control of the Company would not be affected.

The Company’s ~~was~~authorized ~~incorporated~~capital ~~under~~is ~~the~~100,000,000 shares ~~laws~~ of ~~the~~Common ~~state~~Stock and 10,000,000 shares of ~~Florida~~preferred onstock, ~~September~~par 5value $0.00001 per share. On October 3, ~~1997~~2020, ~~under~~the Company combined the ~~corporate~~outstanding ~~name~~shares ~~Synthetic~~of ~~Flowers~~its Common Stock on the basis of one share for every 59 shares then outstanding; the number of authorized shares ~~America,~~of ~~Inc~~Common Stock and preferred stock was unaffected. ItThe ~~changed~~effect ~~its~~of ~~corporate~~this ~~name~~combination has been applied to ~~Acology,~~all ~~Inc~~periods covered by this report. The onCompany ~~January~~has 9also designated 1,000,000 ~~2014;~~shares of its preferred stock as Series A Convertible Preferred Stock (“Series A Preferred”) and, on ~~August~~July 2831, ~~2018~~2020, issued them to ~~Medtainer~~its chief executive officer in exchange for 305,085 ~~Inc.~~shares of his Common Stock; ~~and~~these onshares, together ~~October~~with 3,the ~~2020~~shares of Common Stock owned by him, toconfer ~~its~~voting ~~present~~control ~~name~~of the Company on him. See Item 10, Employment Agreement.

The Company is in the businesses of (i) selling and distributing hydroponic containers called “GrowPods” and related products and (ii) designing, branding and selling proprietary plastic medical-grade containers that can store pharmaceuticals, herbs, teas and other solids or liquids and can grind solids and shred herbs, as well as selling other products such as humidity control inserts, smell-proof bags, lighters, and plastic lighter holders, and providing private labeling and branding for purchasers of Medtainers and other products.16

The Company ~~markets~~’s ~~its~~principal ~~products~~place ~~directly~~of tobusiness is ~~businesses~~located ~~through~~at ~~its~~1620 ~~phone~~Commerce ~~room~~St., ~~and~~Corona, toCA ~~the~~92878. ~~retail~~The ~~public~~Company’s ~~through~~telephone ~~internet~~number ~~sales~~is (951) 381-2555. The Company ~~also~~has two corporate ~~markets~~websites: ~~directly~~www.advancedcontainertechnologies.com tofor ~~wholesalers~~GrowPods and ~~other~~related ~~businesses~~items ~~that~~and ~~resell~~www.medtainer.com ~~them~~for toMedtainers ~~other~~and ~~businesses~~related products and ~~end~~services. ~~users~~Common Stock is quoted on the OTC Pink tier of OTC Link, a quotation system operated by OTC Markets Group Inc. (“OTC Link”), under the trading symbol ACTX.

~~On October~~Going 9, 2020, the Company acquired all of the outstanding shares of Advanced Container Technologies, Inc., a California corporation (“Advanced”), from its shareholders pursuant to an Exchange Agreement, dated August 14, 2020, which was amended on September 9, 2020 (as so amended, the “Exchange Agreement”), in exchange for 50,000,000 shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”). This exchange resulted in Advanced’s becoming a wholly owned subsidiary of the Company. Concern

~~The acquisition~~As ofindicated ~~Advanced represents a material change~~ in ~~the~~Note ~~business~~3 ~~strategy~~ of the ~~Company~~Notes ~~and~~to anConsolidated Financial ~~expansion~~Statements, ofthere ~~its~~is ~~product~~substantial ~~base.~~doubt ~~Since~~ as to the ~~inception~~ability of the Company into ~~2014,~~continue ~~its~~as ~~intended growth~~a ~~strategy~~going ~~was~~concern. toThe ~~concentrate~~Company onhas ~~increasing~~generated ~~sales~~material ofoperating ~~Medtainers,~~losses ~~while~~since ~~introducing~~inception ~~related~~and ~~products~~its ~~and~~ability ~~services,~~to ~~such~~continue as ~~humidity~~a ~~control~~going ~~inserts~~concern ~~and~~depends ~~printing.~~on ~~This~~the ~~approach~~successful ~~resulted in~~execution ~~relatively~~of ~~flat~~its ~~revenues~~operating plan, which includes increasing ~~expenses~~sales ~~and~~of aexisting ~~history~~products of– ~~losses.~~and ~~Management~~in ~~believes~~particular ~~that~~GrowPods ~~this~~and ~~acquisition~~related ~~offers~~products ~~the~~– ~~prospect~~while introducing ofadditional ~~substantially~~products ~~increased~~and ~~revenues~~services, ~~without~~controlling acost ~~comparable~~of ~~increase~~goods insold and operation expenses, ~~and~~negotiating ~~offers~~extensions ~~the~~of ~~Company~~existing anloans, ~~opportunity~~and raising toeither ~~attain~~debt ~~significant profits~~or equity financing.

~~The~~Need Company has authorized capital of 100,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, without par value. On March 22, 2019, the Company combined the outstanding shares of its Common Stock on the basis of one share for each 100 shares then outstanding and on that date, reduced the number of authorized shares of Common Stock from 6,000,000,000 to 100,000,000, while the number of authorized shares of preferred stock remained 10,000,000. On October 3, 2020, the Company combined the outstanding shares of its Common Stock on the basis of one share for each 59 shares then outstanding; the number of authorized shares of Common Stock and preferred stock was unaffected. The effects of these combinations have been retroactively applied to all periods covered by this report. The Company has also designated 1,000,000 shares of its preferred stock as Series A Convertible Preferred Stock (“Series A Preferred”) and, on July 31, 2020, issued them to its chief executive officer in exchange for 305,085 shares of his Common Stock; these shares, together with the shares of Common Stock owned by him, confer voting control of the Company on him.Capital

The Company’s ~~principal~~needs ~~place~~a ofsubstantial ~~business~~amount isof ~~located~~additional capital atto ~~1620~~fund ~~Commerce~~its ~~St.~~business, ~~Corona,~~including CAexpansion ~~92880.~~of ~~The~~its ~~Company’s~~operations, ~~telephone~~and ~~number is~~for ~~(951)~~repayment ~~381-2555~~of its debts. ~~The~~No ~~Company~~assurance ~~has~~can ~~two~~be ~~corporate~~given ~~websites:~~that ~~www.advancedcontainertechnologies.com~~any ~~for~~additional ~~GrowPods~~capital ~~and~~can ~~related~~be ~~items~~obtained ~~and~~or, ~~www.medtainer.com~~if ~~for~~obtained, ~~Medtainers~~will ~~and~~be ~~related~~adequate ~~products~~to ~~and~~meet ~~services~~its needs. ~~The~~If ~~Common~~adequate ~~Stock~~capital cannot be obtained on a timely isbasis ~~quoted~~and on satisfactory terms, the ~~OTC~~Company’s ~~Pink~~operations ~~tier~~could ofbe ~~OTC~~materially ~~Link,~~negatively aimpacted ~~quotation~~it ~~system~~may ~~operated~~need byto ~~OTC~~take ~~Markets~~certain ~~Group~~measures to ~~Inc.~~remain a going concern, ~~under~~or ~~the~~it ~~trading~~could ~~symbol ACTX~~be forced to terminate operating.

14 Impact of the Covid-19 Pandemic

~~Going~~The ~~Concern~~ Covid-19 pandemic, its disruption of the Company’s business and its effect on the economy generally have not adversely impacted the Company, due principally to its cost-saving measures. See Item 1A, Risk Factors – The Company’s business, financial condition, results of operations and liquidity may be substantially and adversely affected by this pandemic for a detailed discussion of matters relating to this pandemic.

~~As indicated in Note 3 of the Notes to Consolidated Financial Statements~~Also, there is substantial doubt as to the ability of the Company to continue as a going concern. The Company has generated material operating losses since inception and its ability to continue as a going concern is dependent on the successful execution of its operating plan, which includes increasing sales of existing products - and in ~~particular~~connection ~~GrowPods~~with and related products - while introducing additional products and services, controlling cost of goods sold and operation expenses, negotiating extensions of existing loans and raising debt or equity financing. No assurance can be given that the ~~Company will be able to do so.~~pandemic:

~~Need~~· ~~for~~The ~~Capital~~Company’s chief executive officer has waived current payment of his salary since June 1, 2020; however, the Company is accruing it and is obligated to pay the deferred amount, which was $325,000 as of March 31, 2022, at some future time.

· The Company ~~needs~~has apurchased ~~substantial amount~~from ofPolymation ~~additional~~fewer ~~capital~~Medtainers tothan ~~fund~~required ~~its~~under ~~business,~~the ~~including~~Production ~~expansion~~Contract; ofwhile ~~its~~doing ~~operations,~~so ~~and~~has ~~for~~enabled ~~repayment~~the ofCompany ~~its debts. See “Liquidity and Capital Resources.” No assurance can be given that any additional capital can be obtained or, if obtained, will be adequate~~ to ~~meet~~preserve ~~its~~cash ~~needs.~~by Ifreducing ~~adequate capital cannot be obtained on a timely basis and on satisfactory terms~~expenses, ~~the~~it ~~Company’s~~also ~~operations could~~subjects ~~be materially negatively impacted~~ it ~~may need~~ to ~~take~~claims ~~certain~~for ~~measures~~breach toof ~~remain~~that ~~a going concern, or it could be forced to terminate operating~~agreement.

~~Impact~~· On May 4, 2020, the Company made a note in favor of Customers Bank in the ~~Covid-19~~principal ~~Pandemic~~amount of $137,690 pursuant to the terms of the CARES Act and pursuant to all regulations and guidance promulgated or provided by the Small Business Administration and other Federal agencies that are now or may become applicable to the loan. The loan bore interest at the rate of 1% per annum and, as provided in the CARES Act, no interest was accrued during the first 6 months after the loan amount was disbursed. On August 5, 2021, this note was fully forgiven.

ToThe ~~mitigate losses during the Covid-19 pandemic and the ensuing recovery period, the~~ Company ~~terminated~~believes ~~several of the 18 employees~~ that ~~it had in early 2020~~, ~~such~~owing ~~that~~to ~~it now has 8 employees, including officers, which it believes is~~ the ~~minimum necessary~~effect ~~to maintain its operations. The Company’s chief executive officer has waived current payment~~ of ~~his~~the ~~salary~~pandemic ~~since~~on ~~June~~its 1customers, ~~2020; however,~~receivables ~~the~~have ~~Company~~been ~~is accruing it~~ and ismay ~~obligated~~continue to ~~pay~~be ~~the~~collected ~~deferred~~more ~~amount,~~slowly ~~which~~than ~~was~~prescribed ~~$227,500~~by astheir ~~of September 30, 2021, at some~~payment ~~future~~terms ~~time. In addition, the Company is deferring employer payroll taxes, as permitted by the Coronavirus Aid, Relief,~~ and ~~Economic Security~~some ~~Act (the “CARES Act”). The Company does not intend to restore its staffing to pre-pandemic levels, although it~~ may ~~add~~ ~~personnel~~prove depending on demand for GrowPods and related products. The Company is also purchasing fewer Medtainers than required under the production contract with their manufacturer; while doing so has enabled the Company to ~~preserve~~be ~~cash by reducing expenses, it also has subjected it to claims for breach of that agreement~~uncollectible. ~~For additional information regarding the impact of Covid-19 pandemic on the Company, see “Impact of the Covid-19 Pandemic,” in Part II, Item 1A - Risk Factors.~~

~~Results~~The ofCompany ~~Operations~~tested intellectual property and goodwill for impairment in preparing its financial statements for the year ended December 31, 2021, and determined that no adjustment was required.

~~Comparison of the Three Months Ended September 30, 2021, and September 30, 2020~~ 17

~~The~~Results ~~following table sets forth information from the consolidated statements~~ of ~~operations for the three months ended September 30, 2021, and September 30, 2020.~~Operations

	Three Months Ended
	September 30, 2021			September 30, 2020
Revenues	$	1,451,737		$	671,853
Cost of goods sold		(1,061,103	)		(349,087	)
Gross profit		390,634			322,766
Operating expenses		454,292			226,526
Profit (loss) from operations		(63,658	)		96,240
Non-operating income (expense):
Non-operating income		138,567			—
Interest expense		(8,297	)		(9,503	)
Net income	$	66,612		$	86,737

Comparison of the Three Months Ended March 31, 2022, and March 31, 2021

~~Revenues~~The following table sets forth information from the consolidated statements of operations for the three months ended March 31, 2022, and March 31, 2021.

Revenues were $1,451,737 and $671,853 for the three months ended September 30, 2021, and September 30, 2020, respectively. The increase was primarily due to a $712,000 increase in revenues from sales of GrowPods (which the Company did not sell prior to January 1, 2021), a $124,652 increase in revenues from sales of lighters, and a $9,283 increase in revenues from sales of plastic lighter holders. The increase was partially offset by a decrease of $84,854 in humidity pack inserts and a $10,948 decrease in Medtainer sales.

	Three Months Ended March 31,
	2022			2021
Revenues	$	926,148		$	1,872,958
Cost of goods sold		607,965			1,550,041
Gross profit		318,183			322,917

Operating expenses		486,668			614,886
Loss from operations		(168,485	)		(291,969	)

Non-operating expense:
Interest expense		(4,632	)		(5,004	)
Net loss	$	(173,117	)	$	(296,973	)

15 Revenues and Cost of Goods Sold

Revenue for the three months ended March 31, 2022, was $926,148, from which the Company earned a gross profit of $318,183, or 34% of sales. Revenues for the three months ended Mach 31, 2021, were $1,872,958, from which the Company earned a gross profit of $322,917, or 17% of sales. The decrease was primarily due to a $1,127,850 decrease in sales from GrowPods, a $70,720 decrease in revenues from sales of humidity pack inserts and a $2,589 decrease in sales of Medtainers. The decrease was partially offset by a $187,802 increase in sales of lighters, an increase of $27,075 increase in sales of mylar bags, a $23,607 increase in printing and a $10,872 increase in sales of plastic lighter holders. Cost of ~~Goods~~goods ~~Sold~~ sold for the three months ended March 31,2022, and March 31, 2021, were $607,965 and $1,550,041, respectively. This decrease was primarily due to a $1,045,880 decrease in the cost of GrowPods, a $49,722 decrease in the cost of humidity pack inserts and a $10,853 in the cost of other products. This decrease in cost of goods sold was partially offset by a $124,101 increase in the cost of lighters and a $15,374 increase in the cost of Mylar bags. Overall, gross profit increased from 17% for the three months ended March 31, 2021, to 34% in 2022, because, in the later period, gross profit for GrowPods and related products were 21%, based upon revenues of $197,150, while gross profit for Medtainers and related products and services was 79%, based upon revenues of $728,998.

~~Cost of~~Operating goods sold for the three months ended September 30, 2021, and September 30, 2020, were $1,061,103 and $349,087, respectively. This increase was primarily due to a $644,500 increase in the cost of GrowPods (which the Company did not purchase prior to January 1, 2021), a $80,285 increase in the cost of lighters, an increase of $7,929 in the cost of Medtainers, a $5,176 increase in the cost of jars and a $4,997 increase in the cost of plastic lighter holders. This increase was partially offset by a decrease of $62,705 in the cost of humidity packs. For the three months ended September 30, 2021, gross profit from sales of Medtainers and related products and services were 44% of revenues and gross profit from sales of GrowPods and related products were 9% of revenues.Expenses

Operating expenses for the three months ended March 31, 2022, and March ~~Expenses~~31, 2021, consisted of the following:

Operating expenses for the three months ended September 30, 2021, and September 30, 2020, consisted of the following:

	Three Months Ended March 31,
	2022		2021
Advertising and marketing	$	48,469	$	14,827
Depreciation and amortization		69,023		70,440
Professional fees		94,795		77,073
Share-based compensation		–		270,000
Payroll		183,552		114,818
General and administrative		90,829		67,728
Total operating expenses	$	486,668	$	614,886

	Three Months Ended
	September 30, 2021		September 30, 2020
Advertising and marketing	$	31,578	$	1,428
Bad debt		—		862
Depreciation and amortization		69,232		24,787
Professional fees		20,520		38,015
Share-based compensation		—		—
Payroll		230,313		106,958
General and administrative		102,649		54,476
Total operating expenses	$	454,292	$	226,526

Operating expenses ~~were~~ ~~$454,292 and $226,526~~ for the three months ended March ~~September 30~~31, ~~2021~~2022, and ~~September~~March 3031, ~~2020~~2021, were $486,668 and $614,886, respectively. The ~~increase~~decrease ~~in operating expense~~ was attributable to a $~~123~~270,~~355~~000 ~~increase~~decrease in share-based ~~payroll expense~~compensation, which was partially offset by a $4868,~~173~~734 increase in ~~general~~payroll ~~and~~expense, ~~administrative expenses and~~ a $3033,~~150~~ 642 increase in advertising and marketing and ~~expenses. This increase was partially offset by~~ a $1723,~~495~~101 ~~decrease~~increase in ~~professional~~general ~~fees~~and administrative expense.

~~Profit (~~Loss) from Operations

~~Loss~~The Company's operating loss for the three months ~~from~~ended ~~operations~~March ~~decreased~~31, ~~from~~2022, awas ~~profit~~$168,485 ($69,023 of which was non-cash expense for depreciation and amortization). Compared with $96291,~~240~~969 for the three months ended ~~September~~March 3031, ~~2020~~2021 ($270,000 toof awhich ~~loss~~was ofnon-cash expense for share-based compensation and $6370,~~658~~440 ~~for~~of ~~the~~which ~~three~~was non-cash ~~months~~expense ~~ended~~for ~~September~~depreciation ~~30,~~and ~~2021~~amortization). The ~~loss~~Company ~~from~~believes ~~operations~~that, ~~was~~owing ~~primarily~~to ~~due~~the toeffect aof ~~$123~~the pandemic on its customers,~~355~~ ~~increase~~receivables have inbeen ~~payroll~~and ~~expenses~~may continue to be collected more slowly than prescribed by their payment terms and some may prove to be uncollectible.

~~Other~~Interest ~~Income (~~Expense)

For the three months ended ~~September~~March 3031, ~~2021~~2022, and March ~~September 30~~31, ~~2020~~2021, interest expense was $84,~~297~~632 and $95,~~503~~004, respectively. The increase in other income for the three months ended September 30, 2021, was attributed to the recognition of gain on debt forgiveness related to the full forgiveness of the Payroll Protection Program SBA loan and interest in the amount of $138,567.

Net ~~Profit~~ Loss

The net ~~profit~~loss for the three months ended ~~September 30~~March 31, ~~2021~~2022, was $66173,~~612~~117 (~~including~~$69,023 of which was non-cash expense ~~of $69,232~~ for depreciation and amortization), versus a net ~~profit~~loss of $86296,~~737~~973 for the three months ended March 31, 2021 (~~including~~$270,000 of which was non-cash expense ~~of $24,787~~ for ~~depreciation~~share-based compensation and ~~amortization)~~$70,440 ~~for~~of ~~the three~~which ~~months~~was ~~ended~~non-cash expense ~~September~~for ~~30,~~depreciation ~~2020~~and amortization). As ~~more fully~~ described above, the principal reason for this difference was the $~~139~~270,~~773 increase~~000 indecrease ~~non~~in share-~~operating~~based ~~income and the $123,355 increase in payroll expense~~compensation.

~~Comparison~~Liquidity ~~of the Nine Months Ended September 30, 2021,~~ and ~~September~~Capital ~~30, 2020~~Resources

~~The~~As ~~following~~of ~~table~~March ~~sets~~31, ~~forth~~2022, ~~information~~the Company had $117,478 ~~from~~in ~~the~~cash ~~consolidated~~and ~~statements~~accounts receivable of ~~operations~~$210,462. ~~for~~As ~~the~~of ~~nine~~March ~~months~~31, ~~ended~~2022, ~~September~~and 30December 31, 2021, the Company had negative working capital of $967,003 and ~~September~~$1,073,722, 30respectively. As of March 31, ~~2020~~2022, the Company had no commitments for capital expenditures. As of March 31, 2022, the Company had inventory of approximately 102,000 Medtainer units, approximately 87,771 units of other products and one GrowPod.

	Nine Months Ended
	September 30, 2021			September 30, 2020
Revenues	$	4,083,267		$	1,521,022
Cost of goods sold		(3,102,972	)		(767,133	)
Gross profit		980,295			753,889
Operating expenses		1,625,548			1,238,964
Loss from operations		(645,253	)		(485,075	)
Non-operating income (expense):
Economic Injury Disaster Loan grant		—			10,000
Non-operating income		138,567			—
Interest		(21,087	)		(28,510	)
Net loss	$	(527,773	)	$	(503,585	)

In addition to the Cares Loan, the Company received $10,000 from sales of shares of Common Stock to individuals during the year ended December 31, 2020, and received $615,000 from sales of Common Stock to individuals during 2021; it has received $210,000 from such sales in 2022. The Company believes that it will require approximately $765,000 in additional funding for the next 12 months, including approximately $600,000 to repay loans and interest that are past due, assuming that the Company’s operating loss remains at the same level and that it does not acquire the assets of GP, as it announced it may on February 28, 2022; if it does consummate this acquisition, the Company believes that it would require approximately $2,300,000 in additional funding for the next 12 months, owing to increased expenses associated with operating and integrating the acquired business. The Company is seeking extensions of its overdue loans, and if it is successful in doing so, the amount of such funding will be reduced, but no assurance can be given as to the extent to which it will be successful. The Company plans to fund its activities principally through the sale of debt or equity securities to private investors. There is no assurance that such funding will be available on acceptable terms or available at all. If the Company is unable to raise sufficient funds when required or on acceptable terms, it may have to reduce its operations significantly or discontinue them. To the extent that funds are raised by issuing equity securities or securities that are convertible into the Company’s equity securities, its stockholders may experience significant dilution.

16 The Company had no material commitments for capital expenditures as of March 31, 2022, or as of the date of this report.

~~Revenues~~The Company intends to devote its manpower and capital resources to increasing revenues while working to reduce the cost of goods sold and operating expenses. Doing so depends on the successful execution of its operating plan, which includes increasing sales of existing products, introducing additional products and services, controlling cost of goods sold and operating expenses, negotiating extensions of existing loans, raising either debt or equity financing and, if the GP Acquisition were consummated, integrating the related business into the Company. The Company intends to devote its manpower and capital resources to increasing revenues, while working to reduce the cost of goods sold and operating expenses. Doing so depends on the successful execution of its operating plan, which includes increasing sales of existing products, introducing additional products and services, controlling cost of goods sold and operation expenses, negotiating extensions of existing loans and raising either debt or equity financing.

Revenues were $4,083,267 and $1,521,022 for the nine months ended September 30, 2021, and September 30, 2020, respectively. The increase was primarily due to a $2,182,000 increase in revenues from sales of GrowPods (which the Company did not sell prior to January 1, 2021), a $294,613 increase in revenues from sales of lighters, a $63,493 increase in revenues from sales of other products, a $46,787 increase in revenues from sales of plastic lighter holders, and a $17,390 increase from sales of jars. The increase was partially offset by a decrease of $42,379 in Medtainer sales and a $39,561 decrease in sales of humidity pack inserts.19

~~Cost~~Off-Balance-Sheet ~~of Goods Sold~~Arrangements

~~Cost of~~The goods sold for the nine months ended September 30, 2021, and September 30, 2020, were $3,102,972 and $767,133, respectively. This increase was primarily due to a $2,020,030 increase in the cost of GrowPods (which the Company ~~did~~has ~~not~~no ~~purchase~~off-balance-sheet ~~prior to January 1, 2021), a $192,132 increase in the cost of lighters, an increase of $45,032 increase in the cost of other products, and a $20,690 increase in plastic lighter holders~~arrangements. This increase was partially offset by a $32,507 decrease in cost of Medtainers. For the nine months ended September 30, 2021, gross profit from sales of Medtainers and related products and services were 43% of revenues and gross profit from sales of GrowPods and related products were 7% of revenues.

~~Operating Expenses~~Item 3. Quantitative and Qualitative Disclosures About Market Risk.

~~Operating~~The Company is a smaller reporting company as ~~expenses~~defined ~~for~~by Rule 12b-2 of the ~~nine~~ ~~months~~Securities ~~ended September~~Exchange ~~30,~~Act ~~2021,~~of 1934 and ~~September~~ ~~30,~~is ~~2020,~~not ~~consisted~~required ofto ~~the~~provide ~~following:~~information under this item.

	Nine Months Ended
	September 30, 2021		September 30, 2020
Advertising and marketing	$	64,009	$	12,755
Bad debt		—		33,332
Depreciation and amortization		209,056		73,307
Professional fees		148,641		133,425
Share-based compensation		270,000		298,077
Payroll		694,375		516,004
General and administrative		239,467		172,064
Total operating expenses	$	1,625,548	$	1,238,964

Item 4. Controls and Procedures.

~~Operating~~Evaluation ~~expenses were~~of ~~$1,625,548~~Disclosure ~~and~~Controls ~~$1,238,964 for the nine months ended September 30, 2021,~~ and September 30, 2020, respectively. The increase in operating expenses was attributable to a $178,371 increase in payroll expenses, a $135,749 increase in depreciation and amortization expense, a $67,403 increase in general and administrative expenses and a $15,216 increase in professional fees. This decrease was partially offset by a $33,332 decrease in bad debt expense and a $28,077 decrease in share-based compensation.Procedures

~~Loss~~The ~~from~~Company’s ~~Operations~~management has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of March 31, 2022. Based on this evaluation, the principal executive officer and the principal accounting officer concluded that these disclosure controls and procedures were not effective as of such date, at a reasonable level of assurance, in ensuring that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is: (i) accumulated and communicated to management (including its principal executive officer and principal accounting officer) in a timely manner and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

~~Loss~~Changes ~~from operations increased from a loss of $485,075 for the nine months ended September 30, 2020, to a loss of $645,253 for the nine months ended September 30, 2021. The increase~~ in ~~loss~~Internal ~~from~~Control ~~operations~~Over ~~was primarily due to a $178,371 increase in payroll.~~ Financial Reporting

~~Other~~There ~~Income~~were ~~(Expense)~~no changes in internal control over financial reporting during the three months ended March 31, 2022, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

For the nine months ended September 30, 2020, the Company received an Economic Injury Disaster Loan grant of $10,000. For the nine months ended September 30, 2021, and September 30, 2020, interest expense was $21,087 and $28,510, respectively. The increase in other income for the three months ended September 30, 2021, was attributed to the recognition of gain on debt forgiveness related to the full forgiveness of the Payroll Protection Program SBA loan and interest in the amount of $138,567. 20

~~Net~~PART ~~Loss~~II - OTHER INFORMATION

~~Net loss~~Item for the nine months ending September 30, 2021, was $527,773 (including non-cash expense of $270,000 for share-based compensation and $209,056 for depreciation and amortization), versus a net loss for the nine months ended September 30, 2020, was $503,585 (including non-cash expense of $298,077 for share-based compensation and $73,307 for depreciation and amortization)1. ~~As more~~Legal ~~fully described above, the principal reason for this difference was the $386,584 increase in operating expenses~~Proceedings. ~~This loss was partially offset by a $138,567 increase in non-operating income.~~

17 None.

~~Liquidity~~ITEM ~~and~~1A. ~~Capital~~Risk ~~Resources~~ Factors.

AsWhile ~~of September 30, 2021,~~ the Company ~~had~~is ~~$195,563~~a insmaller ~~cash~~reporting ~~and~~company as ~~accounts~~defined ~~receivable~~by ofRule ~~$177,454.~~12b-2 Aspromulgated ofunder ~~September~~the ~~30,~~Securities ~~2021,~~Exchange ~~and~~Act ~~December~~of ~~31,~~1934 ~~2020,~~ (the ~~Company~~“Exchange ~~had negative~~Act”) ~~working~~and ~~capital~~is ofnot ~~$801,907~~required ~~and~~to ~~$1,208,780,~~provide ~~respectively.~~information Asunder ofthis ~~September 30~~item, ~~2021,~~it ~~the~~calls ~~Company~~attention ~~had~~to ~~no commitments for capital expenditures. As of that date,~~ the ~~Company~~following ~~had inventory of approximately 103~~risks,~~000~~ ~~Medtainer~~which ~~products,~~it ~~approximately~~believes ~~283,000~~are ~~units of other products~~especially ~~and one GrowPod unit.~~ significant:

~~During~~If the ~~nine months ended September 30, 2021, the~~ Company ~~experienced~~cannot ~~negative~~raise ~~cash flow from operations of $497~~capital,~~796~~ ~~and $375,991 of cash flows from financing~~it ~~activities.~~may ~~During~~have ~~the~~to ~~nine~~curtail ~~months~~its ~~ended September 30, 2020, the Company experienced negative cash flow from~~ operations ofor ~~$66,141~~could ~~and $258,921 of cash flows from financing activities~~fail. Cash used in operating activities was primarily a result of the Company’s net loss, partially offset by the non-cash items of share-based compensation and amortization, the decrease in operating liabilities and an increase in operating assets. The Company used $16,000 and $40,000 in cash from investing activities for the nine-month periods ending September 30, 2021, and September 30, 2020, respectively. Cash provided from financing activities increased from $258,921 for the nine-month period ending September 30, 2020, to $375,991 for the nine-month period ending September 30, 2021.

~~The~~As ~~increase~~described in ~~cash~~Item ~~provided~~2, ~~from~~Management’s Discussion ~~financing~~and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources, the Company requires ~~activities~~substantial ~~was~~additional ~~primarily~~capital for its existing operations and would require a ~~result~~greater ofamount anif ~~increase~~the inGP ~~proceeds~~Acquisition ~~from~~were consummated. In the ~~issuance~~event ofthat ~~Common~~it ~~Stock~~cannot raise such capital, it may have to curtail its operations or it could fail.

OnThe ~~May~~Company’s 4business, ~~2020, the Company~~financial ~~made a note in favor of Customers Bank in the principal amount of $137~~condition,~~690~~ ~~pursuant~~results ~~to the terms~~ of ~~the~~operations ~~Coronavirus Aid, Relief,~~ and ~~Economic~~ ~~Security~~liquidity ~~Act (the “CARES Act”)(the “PPP Loan”) and pursuant to all regulations and guidance promulgated or provided by the SBA and other Federal agencies that are now, or~~ may ~~become,~~be ~~applicable~~substantially ~~to the loan. On August 5, 2021, the Company was notified that the Paycheck Protection Note~~ and ~~the~~adversely ~~interest~~affected ~~accrued thereon had been forgiven in full, subject to review~~ by the ~~SBA. The principal and interest forgiven have been recorded as non~~Covid-~~operating~~19 ~~income in the consolidated statement of operations for the quarter ending September 30, 2021~~pandemic.

InDue ~~2020,~~to the Company ~~received~~’s ~~$137,690~~measures ~~from~~to ~~the~~reduce operating ~~PPP~~expenses, ~~Loan~~principally ~~and~~payroll ~~$210~~costs,~~000~~ ~~from~~ the ~~sale~~COVID-19 ofpandemic ~~348,983~~did ~~shares~~not ofhave ~~Common~~a ~~Stock~~material toimpact ~~two~~on ~~private~~its ~~investors,~~results ~~and~~of operations in 2020, 2021, and the ~~Company~~first ~~has~~quarter ~~received~~of ~~$615~~2022. Nevertheless,~~000~~ ~~from~~the ~~sales~~federal ofand ~~485,000~~local ~~shares~~governmental ofrestrictions ~~Common~~that ~~Stock~~were implemented to ~~private~~control ~~investors.~~the spread ~~The~~of ~~proceeds~~the ~~from these transactions~~virus, ~~which~~including ~~total~~quarantines, ~~$962~~travel restrictions,~~690,~~ ~~are~~business ~~insufficient~~shutdowns toand ~~meet~~restrictions on the ~~Company’s~~movement ~~capital~~and ~~needs~~gathering of people, ~~inasmuch~~affected asthe itCompany ~~believes~~during ~~that~~these itperiods. ~~will require~~During ~~approximately~~these $1periods,~~000,000~~ inthe ~~additional~~cost-saving ~~funding~~actions ~~for~~that the ~~next~~Company 12took ~~months, including approximately $600,000~~ to ~~repay~~address ~~loans~~ and ~~interest~~mitigate ~~that~~the ~~are~~effects ~~past~~of ~~due,~~COVID-19 ~~assuming~~among ~~that~~other ~~the~~things ~~Company’s~~reduced ~~operating~~its ~~loss~~ability ~~remains~~to market its products at ~~the~~trade ~~same~~shows, ~~level.~~led ~~The~~to ~~Company~~disruptions isin ~~seeking~~its ~~extensions~~business, ofreduced its ~~past-due~~ability ~~loans~~to grow, ~~and~~resulted ifin itthe istermination ~~successful~~of inmany ~~doing~~employees ~~so,~~and increased the ~~amount~~workload offor ~~such~~the ~~funding~~employees ~~will~~that were beretained. ~~reduced,~~These ~~but~~measures ~~assurance~~may ~~can be~~have ~~given~~affected asthe toability of the ~~extent~~Company ~~that~~to itraise ~~will~~capital beand ~~successful.~~may ~~The~~have ~~Company~~created ~~plans~~risks to ~~fund~~the ~~its~~effectiveness of ~~activities principally through~~ the ~~sale~~Company’s ofinternal ~~debt or~~controls. ~~equity~~Although ~~securities~~many torestrictions ~~public~~are ~~and~~being ~~private~~lifted ~~investors~~or ~~and~~decreased, ifremaining ~~attained,~~restrictions ~~its~~may ~~profits.~~continue to ~~There~~affect isthe noCompany. ~~assurance~~The ~~that~~Company ~~such~~has ~~funding~~resumed ~~will~~normal ~~be available~~operations onand ~~acceptable~~expects ~~terms~~to oroperate ~~available~~normally atas ~~all,~~long oras ~~that~~infections ~~the~~continue ~~Company~~to ~~will~~remain at ~~attain~~their ~~profitability~~current level. If, however, the ~~Company~~pandemic iswere ~~unable~~ to ~~raise sufficient~~intensify, ~~funds~~the ~~when~~risks ~~required~~to orwhich onthe ~~acceptable~~Company ~~terms~~is subject, itincluding, ~~may~~but ~~have~~not limited to, ~~reduce~~those ~~significantly,~~arising orbecause ~~discontinue,~~of its ~~operations.~~inability Toto ~~the extent~~raise ~~that~~capital, ~~funds~~the ~~are~~ability ~~raised~~of byits ~~issuing~~customers ~~equity~~to ~~securities~~pay orthe ~~securities~~Company ~~that~~on ~~are~~a ~~convertible~~timely ~~into~~basis ~~the~~or ~~Company’s~~at ~~equity~~all ~~securities,~~and ~~its~~the ~~stockholders~~execution ~~may~~of ~~experience~~its ~~significant~~strategy, ~~dilution~~could increase.

~~The~~See ~~Company intends~~Item ~~to devote its manpower and capital resources to increasing revenues~~2, ~~while~~Management’s ~~working~~Discussion ~~to reduce the cost of goods sold~~ and ~~operating~~ ~~expenses.~~Analysis ~~Doing so depends on the successful execution~~ of ~~its~~Financial ~~operating~~Condition ~~plan, which includes increasing sales of existing products, introducing additional products~~ and ~~services,~~Results ~~controlling cost~~ of ~~goods~~Operation ~~sold~~– ~~and~~Impact ~~operating expenses, negotiating extensions~~ of ~~existing~~the ~~loans~~Covid-19 ~~and raising~~Pandemic ~~either~~for ~~debt~~further ~~or equity financing~~information.

~~Off-Balance~~The ~~Sheet~~Company ~~Arrangements~~sells products that may be used for cannabis-related purposes.

Cannabis is a Schedule I controlled substance under the Controlled Substances Act and accordingly, its cultivation, sale, or possession is unlawful under federal law, as is its advertisement for sale and the sale of paraphernalia designed or intended primarily for its use, unless such paraphernalia is authorized by federal, state, or local law. The ~~Company~~Controlled ~~does~~Substances ~~not~~Act ~~have~~is ~~any~~enforced by the Drug Enforcement Administration (the “DEA”). The United ~~off-balance~~States ~~sheet~~Supreme ~~arrangements~~Court has ruled that the federal government has the right to regulate and criminalize cannabis, even for medical purposes. The illegality of cannabis under federal law preempts state laws that legalize its use and therefore, federal law and enforcement may adversely impact the implementation and effect of state laws permitting adult use of cannabis or its use for medical purposes.

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk.~~21

~~The Company~~Because cannabis is aillegal ~~smaller~~under ~~reporting~~federal ~~company~~law, certain asof ~~defined~~our bycustomers ~~Rule~~and ~~12b-2~~suppliers ofinvolved in the ~~Exchange~~cannabis ~~Act~~ business (collectively, “Cannabis Industry Participants) and iswe are ~~not~~subject ~~required~~to a number of risks. If any of the events described below in connection with these risks were to ~~provide~~occur, our business, results ~~information~~of ~~under~~operations ~~this~~and ~~item~~financial condition could be materially and adversely affected. We do not believe that we are a Cannabis Industry Participant.

~~Item~~While 4we are not engaged in the cultivation or sale of cannabis, we sell our products to persons who may be Cannabis Industry Participants. ~~Controls~~Accordingly, laws and ~~Procedures~~regulations governing the cultivation, sale and possession of cannabis and related products could affect our business. Such laws and regulations have been enacted on both the state and federal government levels and are subject to change. New laws and regulations and enforcement actions by state and federal authorities could indirectly reduce demand for our products and could materially and adversely affect our business, results of operations and financial condition.

~~Evaluation~~State laws permitting the cultivation, possession, and of ~~Disclosure~~cannabis ~~Controls~~for adult and medical uses conflict with federal laws that prohibit such activities for any purpose. Many states have ~~Procedures~~legalized or decriminalized the cultivation, use and possession of cannabis for adult use, while other states have enacted legislation specifically permitting the cultivation, use and possession of cannabis for medicinal purposes only If cannabis were to become legal under federal law, its cultivation, use and possession could be regulated by the FDA and the DEA (which now licenses cannabis research and drugs containing active ingredients derived from cannabis) or other federal agencies, either exclusively or in addition to state authorities.

~~The~~Federal ~~Company’s management~~and ~~has~~state ~~evaluated~~laws and regulations affecting the ~~effectiveness~~U.S. ofcannabis ~~the~~industry, ~~design~~which are broad in scope and ~~operation~~subject ofto ~~the~~evolving ~~Company’s~~interpretations, ~~disclosure~~are ~~controls~~continually changing, and ~~procedures~~these ~~(as~~changes ~~defined~~could inadversely ~~Rule~~affect ~~13a-15(e)~~our ~~under~~growth, ~~the~~revenues, ~~Exchange~~results ~~Act) as~~ of ~~September~~operations ~~30,~~and ~~2021~~success generally. ~~Based~~As ona ~~this evaluation~~result, ~~the~~users ~~principal~~of ~~executive~~our ~~officer~~ products and ~~the~~certain of ~~principal~~our ~~accounting~~suppliers ~~officer~~could ~~concluded~~incur ~~that~~substantial ~~these~~costs ~~disclosure~~associated ~~controls~~with compliance, which could in turn materially and ~~procedures~~adversely ~~were~~affect ~~not~~our ~~effective~~business, asresults of ~~such~~operations ~~date,~~and atfinancial acondition. ~~reasonable~~In ~~level~~addition, violations of ~~assurance,~~these inlaws ~~ensuring~~by ~~that~~these ~~the~~users ~~information~~and ~~required~~suppliers, toor beallegations ~~disclosed~~of bysuch violations, ~~the~~could ~~Company~~have ina ~~the reports~~like ~~that~~effect. itDemand ~~files~~for orour ~~submits~~products ~~under~~may ~~the~~be ~~Exchange~~negatively ~~Act~~impacted, ~~is:~~depending ~~(i)~~on ~~accumulated~~how ~~and~~laws, ~~communicated~~regulations, toadministrative practices, ~~management~~enforcement ~~(including~~approaches, ~~its~~judicial ~~principal~~interpretations ~~executive officer~~ and ~~principal~~consumer ~~accounting~~perceptions ~~officer)~~develop. inWe acannot ~~timely~~predict ~~manner~~the ~~and~~nature ~~(ii)~~of ~~recorded,~~such ~~processed~~developments or the effect, ~~summarized~~if ~~and~~any, ~~reported~~that ~~within~~they ~~the~~could ~~time~~have ~~periods specified~~on inour ~~the~~business, ~~SEC’s~~results ~~rules~~of operations and ~~forms~~financial condition.

~~Changes~~Other inlaws ~~Internal~~that ~~Control~~could ~~Over~~affect ~~Financial~~us directly, if, ~~Reporting~~contrary to our belief, we were found to be a Cannabis Industry Participant, or indirectly through Cannabis Industry Participants with whom we do business, include:

~~There~~· ~~were~~Under nofederal ~~changes~~law inand ~~internal control~~the ~~over~~laws ~~financial~~of ~~reporting~~some ~~during~~states, it is unlawful to sell or offer for sale, to use the ~~three~~mails ~~months~~or ~~ended~~any ~~September~~other 30facility of interstate commerce to transport or to import or export drug paraphernalia. The term “drug paraphernalia” includes any equipment, ~~2021~~product or material of any kind which is primarily intended or designed for use in manufacturing, ~~that~~compounding, ~~have~~converting, ~~materially~~concealing, ~~affected~~producing, processing, preparing, injecting, ingesting, inhaling, or ~~are~~otherwise ~~reasonably~~introducing ~~likely to~~into ~~materially~~the ~~affect,~~human body a controlled substance. One of the factors that these authorities may consider in determining whether the Company’s ~~internal~~products ~~control~~are ~~over~~drug ~~financial~~paraphernalia ~~reporting~~is its national and local advertising concerning their use. The Company is aware that its products may be used for the above purposes and believes that some of its customers may so use them; however, it does not believe that any of its products were designed or are intended for cannabis-related purposes or that any of its products are drug paraphernalia. The Company and its officers could be subject to prosecution by federal and state authorities if they were to determine otherwise. Such prosecution could have an immediate and materially adverse effect on the Company.

18 · Businesses trafficking in cannabis may not take federal tax deductions for costs beyond costs of goods sold. We cannot predict how the federal government may treat cannabis business from a taxation standpoint in the future.

~~PART~~· ~~II -~~Because ~~OTHER~~the ~~INFORMATION~~cultivation, sale, possession and use of cannabis is illegal under federal law, cannabis businesses may have restricted intellectual property and proprietary rights, particularly with respect to obtaining and enforcing patents and trademarks.

~~Item~~· 1.Cannabis ~~Legal~~businesses ~~Proceedings~~may face court action by third parties under the Racketeer Influenced and Corrupt Organizations Act.

~~None~~· Some courts have ruled that the federal bankruptcy courts cannot provide relief for parties who engage in the cannabis business. Such rulings have denied bankruptcies for cannabis dispensaries upon the justification that businesses cannot violate federal law and then claim the benefits of federal bankruptcy for the same activity or that courts cannot ask a bankruptcy trustee to take possession of and distribute cannabis assets as such action would violate the Controlled Substances Act.

~~Item 1A. Risk Factors.~~22

~~While~~· Since cannabis is illegal under federal law, many banks do not accept funds from businesses involved in the ~~Company~~cannabis industry. Consequently, because some banks have believed that we are involved in the cannabis industry, we have had, and could continue to have, difficulty finding banks willing to accept or continue our business. Under the Bank Secrecy Act, banks must report to the federal government any suspected illegal activity, which includes any transaction associated with the cannabis business. These reports must be filed even though the business is operating legitimately under state law. On February 14, 2014, the Financial Crimes Enforcement Network of the Treasury Department issued a ~~smaller reporting~~memorandum ~~company~~(the as“FinCEN ~~defined~~Memo”) byproviding ~~Rule~~guidance ~~12b~~respecting Bank-2Secrecy-Act-compliant ~~promulgated~~ways ~~under~~for financial institutions to service state-sanctioned cannabis businesses. The FinCEN Memo refers to supplementary guidance that was issued to U.S. federal prosecutors relating to the ~~Securities~~prosecution ~~Exchange~~of ~~Act~~U.S. money laundering offenses predicated on cannabis violations of ~~1934~~the Controlled Substances Act and outlines extensive due diligence and reporting requirements, which most banks have viewed as onerous (the “~~Exchange~~Cole ~~Act~~Memorandum”). ~~and is~~Although ~~not~~the ~~required~~Cole toMemorandum ~~provide~~has ~~information~~been ~~under~~rescinded, ~~this~~the ~~item~~FinCEN Memo remains in place, but if it ~~calls~~were ~~attention~~rescinded, it would be more difficult for Cannabis Industry Participants – and for us, if we were determined to be a Cannabis Industry Participant – to access the ~~following~~U.S. ~~risks~~banking systems and conduct financial transactions, which itwould ~~believes~~adversely ~~are~~affect ~~especially~~our ~~significant:~~operations.

If· Investments in the ~~Company~~U.S. ~~cannot raise~~cannabis ~~capital~~industry are subject to a variety of laws and regulations that involve money laundering, itfinancial ~~may~~recordkeeping ~~have~~and toproceeds ~~curtail~~of itcrime, ~~operations~~including the Bank Secrecy Act, as amended by the Patriot Act, other anti-money laundering laws, and any related or ~~could~~similar ~~fail~~rules, regulations or guidelines, issued administered or enforced by governmental authorities in the United States.

As· ~~described~~Insurance inthat ~~Item~~is 2otherwise ~~— Management’s~~readily ~~Discussion~~available, ~~and~~such ~~Analysis~~as ofgeneral ~~Financial~~liability ~~Condition~~ and ~~Results~~directors ofand ~~Operations~~officer’s —insurance, ~~Liquidity~~may ~~and~~be ~~Capital~~more ~~Resources, the~~difficult ~~Company~~to ~~requires~~find ~~substantial~~and ~~additional~~more ~~capital.~~expensive Into the ~~event~~extent that ita ~~cannot~~company ~~raise~~is ~~such~~deemed ~~capital, it may have~~ to ~~curtail~~operate ~~its~~in ~~operations or~~the itcannabis ~~could cease to continue as a going concern~~industry.

~~The~~We ~~Company’s~~believe ~~business~~that most US. attorneys are not prioritizing the prosecution of cannabis-related offenses and medical cannabis is currently protected against enforcement by enacted legislation, ~~financial~~which, ~~condition~~if true, ~~results~~lowers, ofbut ~~operations~~does not eliminate, our cannabis-related risk. However, changes in the federal approach to enforcement could negatively affect the industry, potentially ending it entirely or causing significant direct or indirect financial damage to us. The legal uncertainty and ~~liquidity~~possible future changes in law could benegatively and substantially ~~and~~affect ~~adversely~~our ~~affected~~business, byresults ~~the~~of ~~Covid-19~~operations ~~pandemic~~and financial condition.

~~Due~~Violations toof ~~measures~~laws ~~taken~~relating byto ~~the~~cannabis could ~~Company~~result toin ~~reduce~~significant ~~operating~~fines, ~~expenses~~penalties, ~~principally~~administrative ~~payroll costs~~sanctions, ~~the~~convictions ~~COVID-19~~or ~~pandemic~~settlements, ~~has~~including, but not ~~had~~limited to, disgorgement of profits, cessation of business activities or divestiture, arising from civil proceedings or criminal charges. This could have a material and ~~impact~~materially adverse effect on our business, including our reputation and ability to conduct business, the listing or quotation of our securities on stock exchanges and quotation services, the settlement of trades of our securities, our ability to obtain banking services, our financial position, operating results, profitability or liquidity or the market price of ~~operations~~our publicly traded shares. It is difficult for us to estimate the time, expenditures and resources that would be required in the event of such a proceeding.

AsWe ~~the~~have ~~result of these measures and although revenues were nearly equal for the years ended December 31~~encountered, ~~2020,~~ and December 31, 2019, the Company was able to decrease its operating loss for the later year by $820,727. During the nine months ended September 30, 2021, its operating loss was $645,253 ($270,000 of which was non-cash expense for share-based compensation and $209,056 of which was non-cash expense for depreciation and amortization), compared with $485,075 for the nine months ended September 30, 2020 ($298,077 of which was non-cash expense for share-based compensation and $73,307 of which was non-cash expense for depreciation and amortization). Nevertheless, the federal and local governmental restrictions that were implemented to control the spread of the virus, including quarantines, travel restrictions, business shutdowns and restrictions on the movement and gathering of people, affected the Company during the year ended December 31, 2020, in the three and nine months ended September 30, 2021, and may continue to ~~do so. As the pandemic has abated, some of these restrictions have been temporarily or permanently~~ ~~removed. However~~encounter, itdifficulty isin ~~not~~marketing ~~yet clear when the Company~~ and ~~its~~selling ~~customers~~GrowPods will be able to resume normal operations. Assuming that government vaccination programs are successful, this may occur in the near future. However, if they are not successful, or if they cannot contain infections due to emerging virus variants, these restrictions could continue indefinitely. The ultimate extent of the impact of the pandemic will depend on future developments, which are highly uncertain and ~~cannot~~related ~~be predicted~~products.

The ~~cost~~Company began selling GrowPods and related ~~saving~~products ~~actions~~in ~~that~~2021 ~~the~~and ~~Company~~has ~~took~~not ~~during~~yet ~~the~~acquired ~~year~~internal ~~ended~~and ~~December~~external ~~31,~~personnel ~~2020,~~in tothe ~~address~~quantity and ~~mitigate~~with the ~~effects~~skills ofand ~~COVID-19~~capacity ~~among~~necessary ~~other~~to ~~things~~market ~~reduced~~GrowPods, ~~its~~nor ~~ability~~has it raised the capital necessary acquire such staff and to market ~~its~~and ~~products~~sell ~~led~~GrowPods. toThe ~~disruptions~~extent of the Company’s difficulty in ~~its~~marketing ~~business,~~and ~~reduced~~selling GrowPods is indicated by the fact that its ~~ability~~revenues tofrom ~~grow,~~sales ~~resulted~~of GrowPods diminished from $1,325,000 in the ~~termination of~~three-month ~~many~~period ~~employees~~ended ~~and~~March ~~increased~~31, ~~the~~2021, ~~workload~~to ~~for~~$197,150 in the ~~employees~~three-month ~~that~~period ~~were~~ended ~~retained~~March 31, ~~may~~2022. ~~have~~If ~~affected~~funds are available, the Company ~~ability~~intends to ~~raise~~hire ~~capital~~additional ~~and may~~staff, ~~have~~but ~~created~~cannot ~~risks~~assure that it will be able to manage and retain it. Further, if the ~~effectiveness~~GP Acquisition is completed, difficulties could arise in integrating GP’s operations with those of the Company’s ~~internal~~that ~~controls~~could adversely affect sales of GrowPods. ~~The~~If the Company ~~expects~~is ~~that~~unable ~~these~~to market and ~~other~~sell ~~existing~~GrowPods successfully, it may have to curtail its operations in this area, which ~~and~~could ~~potential~~have ~~impacts~~a ofmaterial ~~COVID-19~~and ~~will~~adverse ~~continue~~impact ~~until~~on the ~~pandemic~~Company, isits ~~controlled~~financial results and its reputation.

If the pandemic intensifies, the risks to which the Company is subject, including, but not limited to, those arising because of its inability to raise capital, the ability of its customers to pay the Company on a timely basis or at all and the execution of its strategy, may increase.23

~~See Part I,~~ Item 2. —Unregistered ~~Management’s Discussion~~Sales ~~and Analysis~~ of ~~Financial~~Equity ~~Condition~~Securities and ~~Results~~Use of ~~Operation — Impact of the Covid-19 Pandemic for further information~~Proceeds.

~~The~~During the three months ended March 31, 2022, the Company ~~sells~~sold ~~products~~280,001 ~~that~~shares of Common Stock to eight individuals for an aggregate purchase price of $210,000, without registration ~~may~~under bethe ~~used~~Securities Act, in reliance upon the exemptions from registration afforded by Section 4(a)(2) thereof and Rule 506(b) or (c) promulgated thereunder. During the three months ended March 31, 2021, the Company sold 485,000 shares of Common Stock to eight individuals for ~~cannabis-related~~an ~~purposes~~aggregate purchase price of $615,000, without registration under the Securities Act, in reliance upon the exemptions from registration afforded by Section 4(a)(2) thereof and Rule 506(b) or (c) promulgated thereunder.

WeItem ~~are not engaged in the cultivation or sale of cannabis, but sell our products to persons who may use them in growing cannabis or to resellers and wholesalers who may resell them to such persons~~3. ~~Accordingly,~~Defaults ~~laws~~Upon ~~and~~Senior ~~regulations governing the cultivation and sale of cannabis and related products affect our business~~Securities. Legislation and regulations pertaining to the use and growth of cannabis are enacted on both the state and federal government level in the United States. Federal and state laws and regulations governing the growth and use of cannabis are subject to change. New laws and regulations pertaining to the use or cultivation of cannabis and enforcement actions by state and federal authorities concerning the cultivation or use of cannabis could indirectly reduce demand for our products and may materially and adversely affect our business, results of operations and financial condition.

~~State laws permitting the cultivation, possession, and of cannabis for adult and medical uses conflict with federal laws that prohibit the cultivation, possession and use of cannabis for any purpose~~None. A number of states have passed legislation legalizing or decriminalizing cannabis for adult use, other states have enacted legislation specifically permitting the cultivation and use of cannabis for medicinal purposes and several states have enacted legislation permitting cannabis cultivation and use for both adult use and medicinal purposes.

~~Laws~~Item ~~and regulations affecting the U~~4.S. ~~cannabis~~Mine ~~industry~~Safety ~~are continually changing, which could detrimentally affect our growth, revenues, results of operations and success generally~~Disclosures. Federal, state and local laws and regulations relating to cannabis are broad in scope and subject to evolving interpretations. As a result, users of our products and certain of our suppliers could incur substantial costs associated with compliance, which could materially and adversely affect our business, results of operations and financial condition. In addition, violations of these laws by these users and suppliers, or allegations of such violations, could have a like effect.

19 Not applicable.

~~Demand~~Item ~~for our products may be negatively impacted, depending on how laws, regulations, administrative practices, enforcement approaches, judicial interpretations and consumer perceptions develop~~5. WeOther ~~cannot predict the nature of such developments or the effect, if any, that such developments could have on our business, results of operations and financial condition~~Information.

We and certain of our suppliers are subject to a number of risks, directly and indirectly through our customers and end users (collectively, Cannabis Industry Participants), because cannabis is illegal under federal lawNone. ~~If any of events described in connection with these risks were to occur, our business, results of operations and financial condition could be materially and adversely affected.~~

~~Cannabis~~Item is a Schedule I controlled substance under the Controlled Substances Act and accordingly, its cultivation, sale, or possession is unlawful under federal law, as is its advertisement for sale and the sale of paraphernalia designed or intended primarily for its use, unless such paraphernalia is authorized by federal, state, or local law6. ~~The Controlled Substances Act is enforced by the Drug Enforcement Administration (the “DEA”)~~Exhibits. The United States Supreme Court has ruled that the federal government has the right to regulate and criminalize cannabis, even for medical purposes. The illegality of cannabis under federal law preempts state laws that legalize its use and therefore, federal law and enforcement may adversely impact the implementation and effect of state laws permitting adult use of cannabis or its use for medical purposes.

The Food and Drug Administration (the “FDA”), in conjunction with the DEA, licenses cannabis research and drugs containing active ingredients derived from cannabis. If cannabis were to become legal under federal law, its sale and use could be regulated by these or another federal agencies, either exclusively or in addition to state authorities.

Exhibit Number		Title

31.1		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.2		Rule 13a-14(a)/15d-14(a) Certification of Principal Accounting Officer
32.1		Section 1350 Certification of Principal Executive Officer
32.2		Section 1350 Certification of Principal Accounting Officer

~~Other laws that may affect us directly or indirectly through Cannabis Industry Participants include:~~ 24

● Businesses trafficking in cannabis may not take tax deductions for costs beyond costs of goods sold under Internal Revenue Code Section 280E. We cannot predict how the federal government may treat cannabis business from a taxation standpoint in the future and no assurance can be given to what extent Section 280E or other tax-related laws and regulations may be applied to cannabis businesses in the future.SIGNATURES

●Pursuant ~~Under~~to ~~federal law and~~ the ~~laws~~requirements of ~~some states, it is unlawful to sell or offer for sale, to use~~ the ~~mails~~Securities Exchange orAct ~~any other facility~~ of ~~interstate commerce to transport or to import or export drug paraphernalia. The term drug paraphernalia includes any equipment~~1934, product or material of any kind which is primarily intended or designed for use in manufacturing, compounding, converting, concealing, producing, processing, preparing, injecting, ingesting, inhaling, or otherwise introducing into the ~~human~~Registrant ~~body~~has aduly ~~controlled~~caused ~~substance.~~this ~~One~~report ofto the factors that these authorities may consider in determining whether the Company’s products are drug paraphernalia is its national and local advertising concerning their use. The Company is aware that its products may be ~~used~~signed ~~for~~on ~~the above purposes and believes that some of~~ its ~~customers~~behalf may so use them; however, it does not believe that its products were designed or are intended for cannabis-related purposes or that its products are drug paraphernalia. The Company and its officers could be subject to prosecution by ~~federal~~the ~~and~~undersigned ~~state~~thereunto ~~authorities~~duly ~~if they were to determine otherwise~~authorized. ~~Such prosecution could have an immediate and materially adverse effect on the Company.~~

● Because the cultivation, sale, possession and use of cannabis is illegal under federal law, cannabis businesses may have restricted intellectual property and proprietary rights, particularly with respect to obtaining and enforcing patents and trademarks.

	ADVANCED CONTAINER TECHNOLOGIES, INC.


Date: May 20, 2022	BY:	/s/ Douglas P. Heldoorn
		Douglas P. Heldoorn
		Principal Executive Officer

Date: May 20, 2022	BY:	/s/ Jeffory A. Carlson
		Jeffory A. Carlson
		Principal Accounting Officer

~~● Cannabis businesses may face court action by third parties under the Racketeer Influenced and Corrupt Organizations Act (RICO).~~25

● Some courts have ruled that the federal bankruptcy courts cannot provide relief for parties who engage in the cannabis business. Such rulings have denied bankruptcies for cannabis dispensaries upon the justifications that businesses cannot violate federal law and then claim the benefits of federal bankruptcy for the same activity or that courts cannot ask a bankruptcy trustee to take possession of and distribute cannabis assets as such action would violate the Controlled Substances Act.

● Since cannabis is illegal under federal law, many banks do not accept for deposit funds from businesses involved in the cannabis industry. Consequently, because some banks have believed that we are involved in the cannabis industry, we have had, and could continue to have, have difficulty finding banks willing to accept or continue our business. Under the Bank Secrecy Act, banks must report to the federal government any suspected illegal activity, which includes any transaction associated with the cannabis business. These reports must be filed even though the business is operating legitimately under state law. In February 2014, the Financial Crimes Enforcement Network of the Treasury Department issued a memorandum (the “FinCEN Memo” ) providing guidance to banks seeking to provide services to cannabis businesses. The FinCEN Memo outlines circumstances under which banks may provide services to cannabis businesses without risking prosecution for violation of U.S. federal money laundering laws and refers to supplementary guidance that Deputy Attorney General Cole issued to U.S. federal prosecutors relating to the prosecution of U.S. money laundering offenses predicated on cannabis violations of the Controlled Substances Act and outlines extensive due diligence and reporting requirements, which most banks have viewed as onerous (the “Cole Memorandum”). The FinCEN Memo currently remains in place, but it is presently unclear whether the current administration will continue to follow its guidelines.

● Investments in the U.S. cannabis industry are subject to a variety of laws and regulations that involve money laundering, financial recordkeeping and proceeds of crime, including the Bank Secrecy Act, as amended by the Patriot Act, other anti-money laundering laws, and any related or similar rules, regulations or guidelines, issued administered or enforced by governmental authorities in the United States.

● Insurance that is otherwise readily available, such as general liability and directors and officer’s insurance, may be more difficult to find, and more expensive, to the extent that a company is deemed to operate in the cannabis industry.

On January 4, 2018, former U.S. Attorney General Jeff Sessions, who was appointed by former President Trump, issued a memorandum rescinding previous guidance directing U.S. Department of Justice and the U.S. Attorneys’ offices to focus their cannabis enforcement efforts under federal law only in identified priority areas, such as sale to minors, criminal enterprises, and interstate sales. Under this memorandum, local U.S. Attorneys’ offices retain discretion regarding the prosecution of cannabis activity authorized under state laws and regulations. Later, former U.S. Attorney General William Barr, who was also appointed by Mr. Trump, expressed support for the National Organization to Reform Marijuana Laws (NORML) during his testimony before the U.S. Senate on April 10, 2019. Federal authorities may decide to change the current posture and begin to enforce current federal cannabis law and, if they decide to ignore the principles set forth in the Cole Memorandum and begin to enforce such laws aggressively, it is possible that they could allege that we violated federal laws by selling products that are used in the cannabis industry.

Changes in the federal approach to enforcement, either by the Biden administration or any succeeding administration, could negatively affect the industry, potentially ending it entirely or causing significant direct or indirect financial damage to us. The legal uncertainty and possible future changes in law could negatively and substantially affect our business, results of operations and financial condition.

Violations of any U.S. federal laws and regulations could result in significant fines, penalties, administrative sanctions, convictions or settlements, including, but not limited to, disgorgement of profits, cessation of business activities or divestiture, arising from civil proceedings conducted by either the U.S. federal government or private citizens, or from criminal charges. This could have a material and materially adverse effect on our business, including our reputation and ability to conduct business, the listing or quotation of our securities on stock exchanges and quotation services, the settlement of trades of our securities, our ability to obtain banking services, our financial position, operating results, profitability or liquidity or the market price of our publicly traded shares. In addition, it is difficult for us to estimate the time or resources that would be needed for the investigation of any such matters or their final resolution because, in part, the time and resources that may be needed are dependent on the nature and extent of any information requested by the applicable authorities involved; however, such time or resources could be substantial.

We may encounter difficulty in marketing and selling GrowPods and related products

The Company began selling GrowPods and related products in 2021, and may not be able to hire, manage and retain the staff, or develop the skills and capacity, necessary to do so or raise the capital necessary to market and sell them.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no sales of the Company’s equity securities that were not registered under the Securities Act of 1933 during the three months ended September 30, 2021.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit Number		Title
31.1		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.2		Rule 13a-14(a)/15d-14(a) Certification of Principal Accounting Officer
32.1		Section 1350 Certification of Principal Executive Officer
32.2		Section 1350 Certification of Principal Accounting Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ADVANCED CONTAINER TECHNOLOGIES,
	INC.
Date: November 12, 2021	By:	/s/ Douglas P. Heldoorn
		Douglas P. Heldoorn
		Principal Executive Officer
Date: November 12, 2021	By:	/s/ Jeffory A. Carlson
		Jeffory A. Carlson
		Principal Accounting Officer

Filing Compare · ADVANCED CONTAINER TECHNOLOGIES, INC.