UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~June~~September 30, 2023

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

For the transition period from ______________ to _______________

Commission file number: 000-56325

CuraScientific Corp.

(Exact name of registrant as specified in its charter)

Florida		84-5079920
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

51544 Cesar Chavez Street, Coachella, California 92236

(Address of principal executive offices) (Zip Code)

(909) 435-1642

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act: N/A

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

Indicate by check mark whether the 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 was required to submit such files) Yes ☒x No ☐ o

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

Large-accelerated filer o Accelerated filer o Non-accelerated ~~filer~~Filer x Smaller reporting company x Emerging growth company x

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

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

~~Yes o~~As Noof December 8, 2023, the registrant had 2,811,110,633 shares of common xstock, $0.0001 par value per share, outstanding.

As of August 21, 2023, the registrant had 163,331,101 shares of common stock, $0.0001 par value per share, outstanding.

TABLE OF CONTENTS

Part I. Financial Information 3 Item 1. Consolidated Financial Statements 3 Consolidated Balance Sheets –- As of ~~June~~September 30, 2023 (unaudited) and December 31, 2022 (audited) 3 Consolidated Statements of Operations –- For the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 (unaudited) 4 Consolidated Statements of Changes in shareholders’ Equity (Deficit) for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 (unaudited) 5 Statements of consolidated Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 (unaudited) 6 Notes to the Consolidated Financial Statements 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 2728 Item 3. Quantitative and Qualitative Disclosures about Market Risk 3132 Item 4. Controls and Procedures 3132 Part II. Other Information 3233 Item 1. Legal Proceedings 3233 Item 1A. Risk Factors 3233 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 3233 Item 3. Defaults upon Senior Securities 3233 Item 4. Mine Safety Disclosures 3233 Item 5. Other Information 3233 Item 6. Exhibits 3233 Signatures 3334

PART I — FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

CuraScientific Corp. Consolidated Balance Sheets

Consolidated Balance Sheets

	September 30,			December 31,^(*)
	2023 (unaudited)			2022 (audited) (*)
ASSETS
Current Assets:
Cash and cash equivalents	$	40,911		$	130
Accounts receivable		1,868			—
Inventory		44,824			—
Prepaid expenses and other assets		992,104			39,738
Total Current Assets		1,079,707			39,868

Property and equipment, net		171,253			86,917
Right-of-use operating asset		115,896			—
Capitalized licensing fees, net		249,774			1,425,000

TOTAL ASSETS	$	1,616,630		$	1,551,785

LIABILITIES
Current Liabilities:
Accounts payable	$	854,812		$	330,489
Convertible notes payable, net of discount		456,383			150,000
Lease liability - current		22,610			—
Loans payable		161,652			2,487,314
Accrued interest		140,036			86,816
Derivative liability		697,550			1,026,942
Related party liabilities		87,330			103,997
Series A Preferred Liability: $0.0001 par value; 20,000,000 shares authorized, 6,952,029 and 6,662,422 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		23,636,899			66,624,220
Total Current Liabilities		26,057,272			70,809,778

Related party Liabilities		250,000			250,000
Lease liability, non-current		93,286			—
Total Non-Current Liabilities		343,286			250,000

Total Liabilities		26,400,558			71,059,778

Commitments and contingencies (note 11)

SHAREHOLDERS’ DEFICIT

Preferred stock, Series B: $0.0001 par value; 2,500 shares authorized 2,000 shares issued and outstanding at September 30, 2023 and December 31, 2022		—			—
Common stock, $0.0001 par value; 30,000,000,000 shares authorized 2,629,582,856 and 6,659,375 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		262,958			666
Stock Payable		2,520,000			900,000
Additional paid in capital		(44,888,216	)		(53,954,412	)
Retained earnings (Accumulated deficit)		17,321,330			(16,454,247	)
Total Shareholders’ Deficit		(24,783,928	)		(69,507,993	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	1,616,630		$	1,551,785

	June 30,			December 31, (*)
	2023 (unaudited)			2022 (audited) (*)
ASSETS
Current Assets:
Cash and cash equivalents	$	281,726		$	130
Inventory		51,982			—
Prepaid expenses and other assets		18,400			39,738
Total Current Assets		352,108			39,868
Property and equipment, net		78,462			86,917
Right-of-use operating asset		120,389			—
Capitalized licensing fees, net		924,969			1,425,000
TOTAL ASSETS	$	1,475,928		$	1,551,785
LIABILITIES
Current Liabilities:
Accounts payable	$	651,315		$	330,489
Convertible notes payable, net of discount		335,300			150,000
Lease liability - current		21,243			—
Loans payable		133,253			2,487,314
Accrued interest		120,657			86,816
Derivative liability		461,840			1,026,942
Related party liabilities		230,671			103,997
Series A Preferred Liability: $0.0001 par value; 20,000,000 shares authorized, 7,370,429 and 6,662,422 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively		25,059,459			66,624,220
Total Current Liabilities		27,013,738			70,809,778
Related party Liabilities		250,000			250,000
Lease liability, non-current		99,146			—
Total Non-Current Liabilities		349,146			250,000
Total Liabilities		27,362,884			71,059,778
Commitments and contingencies (note 11)
SHAREHOLDERS’ DEFICIT
Preferred stock, Series B: $0.0001 par value; 2,500 shares authorized 2,000 shares issued and outstanding at June 30, 2023 and December 31, 2022		—			—
Common stock, $0.0001 par value; 2,000,000,000 shares authorized 148,704,795 and 6,659,375 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively		14,870			666
Stock Payable		1,600,000			900,000
Additional paid in capital		(50,539,635	)		(53,954,412	)
Retained earnings (Accumulated deficit)		23,037,809			(16,454,247	)
Total Shareholders’ Deficit		(25,886,956	)		(69,507,993	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	1,475,928		$	1,551,785

(*)

The number of shares has been retroactively restated to reflect the one for five hundred (1 for 500) reverse stock split, which was effective on April 24, 2023.

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

CuraScientific Corp. Consolidated Statements of Operations For the Three and Nine Months Ended September 30, 2023 and 2022 (unaudited)

Consolidated Statements of Operations

		^(**)						^(**)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2023(**)			2022			2023(**)			2022
Sales	$	230,274		$	—		$	1,052,401		$	34,434
Cost of sales		120,595			—			577,224			12,514
Gross profit		109,679			—			475,177			21,920

Operating expenses
General and administrative		248,229			68,505			584,009			336,040
Stock-based compensation		(66,000	)		85,000			534,000			375,000
Professional fees		51,630			21,859			157,978			113,365
Licensing fees		675,195			150,000			1,100,226			450,000
Impairment loss		—			—			1,275,000			—
Salaries and wages		81,230			285,333			331,599			466,333
Depreciation		4,895			4,252			13,350			12,007
Total operating expenses		995,179			614,949			3,996,162			1,752,745

Loss from operations		(885,500	)		(614,949	)		(3,520,985	)		(1,730,825	)

Other income (expense)
Gain (Loss) on settlement of debt		—			2,160,125			(722,687	)		2,160,125
Change in fair value of liability		—			—			45,344,831			—
Other income		2,737			—			5,377			—
Change in fair value of derivative liability		(235,710	)		(880,189	)		356,963			(1,239,397	)
Loss on Series A conversion		(4,442,946	)		(73,000	)		(5,912,746	)		(1,588,140	)
Interest expense, net		(155,060	)		(397,864	)		(196,550	)		(1,211,471	)
Other income (expense)		(4,830,979	)		809,072			38,875,188			(1,878,883	)

Income (Loss) before income taxes		(5,716,479	)		194,123			35,354,203			(3,609,708	)

Provision for income taxes		—			—			—			—

Net Income (Loss)	$	(5,716,479	)	$	194,123		$	35,354,203		$	(3,609,708	)

Basic net income (loss) per share (*)	$	0.00		$	3.03		$	0.12		$	(0.89	)
Diluted net income (loss) per share (*)	$	—		$	3.03		$	0.04		$	(0.89	)
Weighted average common share outstanding, basic (*)		756,676,539			6,393,433			292,568,930			4,073,796
Weighted average common share outstanding, diluted (*)		756,676,539			6,393,433			988,915,323			4,073,796

For the Three and Six Months Ended June 30, 2023 and 2022

(unaudited)

		(**)						(**)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2023 (**)			2022			2023 (**)			2022
Sales	$	441,377		$	8,983		$	822,127		$	34,434
Cost of sales		219,692			4,229			456,629			12,514
Gross profit		221,685			4,754			365,498			21,920
Operating expenses
General and administrative		221,045			126,844			335,780			267,535
Stock-based compensation		600,000			115,000			600,000			290,000
Professional fees		53,884			44,683			106,349			91,506
Licensing fees		275,031			150,000			425,031			300,000
Impairment loss		1,275,000			—			1,275,000			—
Salaries and wages		139,001			90,500			250,369			181,000
Depreciation		4,702			4,236			8,455			7,755
Total operating expenses		2,568,663			531,263			3,000,984			1,137,796
Loss from operations		(2,346,978	)		(526,509	)		(2,635,486	)		(1,115,876	)
Other income (expense)
Loss on settlement of debt		—			—			(722,687	)		—
Change in fair value of liability		45,344,831						45,344,831			—
Other income		—			—			2,640			—
Change in fair value of derivative liability		(218,891	)		2,120,071			592,673			(359,208	)
Loss on Series A conversion		(1,469,800	)		(384,545	)		(1,469,800	)		(1,515,140	)
Interest expense, net		(34,216	)		(445,313	)		(41,490	)		(813,607	)
Other income (expense)		43,621,924			1,290,213			43,706,167			(2,687,955	)
Income (Loss) before income taxes		41,274,946			763,704			41,070,681			(3,803,831	)
Provision for income taxes		—			—			—			—
Net Income (Loss)	$	41,274,946		$	763,704		$	41,070,681		$	(3,803,831	)
Basic net income (loss) per share (*)	$	0.38		$	0.20		$	0.39		$	(0.77	)
Diluted net income (loss) per share (*)	$	0.29		$	0.20		$	0.28		$	(0.77	)
Weighted average common share outstanding, basic (*)		105,965,766			4,001,453			106,123,117			4,965,476
Weighted average common share outstanding, diluted (*)		142,438,790			4,001,453			142,596,141			4,965,476

(*)

The number of shares has been retroactively restated to reflect the one for five hundred (1 for 500) reverse stock split, which was effective on April 24, 2023.

(**)

Cal Care Group and CuraScientific Corp results of operations are combined as of the beginning of the period or January 1, 2023, since it was determined that there was a change in the reporting entity pursuant to ASC 250-10-45-21 and the transaction was accounted for under ASC 805-50 Common control Transactions.

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

CuraScientific Corp. Consolidated Statement of Shareholders’ Equity (Deficit) For the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)

~~Consolidated~~For ~~Statement~~the ofThree ~~Shareholders’~~and ~~Equity~~Nine ~~(Deficit)~~ Months Ended September 30, 2023

For the Three and Six Months Ended June 30, 2023 and 2022

							^(*)		^(*)						^(**)			^(**)
	Preferred Stock								Additional									Total
	Series B				Common Stock (*)				Paid-In						Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital (*)			Stock Payable			Deficit (**)			Deficit (**)
Balance at December 31, 2022		2,000	$	—		6,659,375	$	666	$	(53,954,412	)		900,000		$	(16,454,247	)	$	(69,507,993	)

Shares of common stock issued pursuant to conversion preferred stock		—		—		333,000		33		16,617			—			—			16,650
Preferred stock issued pursuant to consulting agreement		—		—		—		—		—			(300,000	)		—			(300,000	)
Net loss (*)		—		—		—		—		—			—			(204,265	)		(204,265	)
Balance at March 31, 2023		2,000	$	—		6,992,375	$	699	$	(53,937,795	)		600,000		$	(16,658,512	)	$	(69,995,608	)

	Preferred Stock								Additional									Total
	Series B				Common Stock				Paid-In						Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital			Stock Payable			Income (Deficit)			Income (Deficit)
Balance at March 31, 2023		2,000	$	—		6,992,375	$	699	$	(53,937,795	)	$	600,000		$	(16,658,512	)	$	(69,995,608	)

Shares of common stock issued pursuant to conversion of preferred stock		—		—		141,712,420		14,171		3,358,909			—			—			3,373,080
Proceeds from issuance of convertible notes allocated to embedded warrants		—		—		—		—		39,251			—			—			39,251
Preferred stock issuable to a related party pursuant to director and employment agreements		—		—		—		—		—			300,000			—			300,000
Preferred stock issuable pursuant to a licensing agreement		—		—		—		—		—			600,000			—			600,000
Preferred stock issuable pursuant to settlement of debt		—		—		—		—		—			100,000			—			100,000
Acquisition of Cal Care Group		—		—		—		—		—			—			(1,578,625	)		(1,578,625	)
Net Income		—		—		—		—		—			—			41,274,946			41,274,946
Balance at June 30, 2023		2,000	$	—		148,704,795	$	14,870	$	(50,539,635	)	$	1,600,000		$	23,037,809		$	(25,886,956	)

	Preferred Stock								Additional									Total
	Series B				Common Stock (*)				Paid-In						Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital (*)			Stock Payable			Profit (**)			Deficit (**)
Balance at June 30, 2023		2,000	$	—		148,704,795	$	14,870	$	(50,539,635	)	$	1,600,000		$	23,037,809		$	(25,886,956	)

Shares of common stock issued pursuant to conversion preferred stock		—		—		2,480,878,061		248,088		5,651,419			—			—			5,899,507
Preferred stock issued pursuant to executed Agreements		—		—		—		—		—			1,020,000			—			1,020,000
Shares of Series A issued pursuant to settlement agreement		—		—		—		—		—			(100,000	)		—			(100.000	)
Net loss (*)		—		—		—		—		—			—			(5,716,479	)		(5,716,479	)
Balance at September 30, 2023		2,000	$	—		2,629,582,856	$	262,958	$	(44,888,216	)	$	2,520,000		$	17,321,330		$	(24,783,928	)

(Unaudited)

For the Three and Six Months Ended June 30, 2023

							(*)		(*)						(**)			(**)
	Preferred Stock								Additional									Total
	Series B				Common Stock (*)				Paid-In						Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital (*)			Stock Payable			Deficit (**)			Deficit (**)
Balance at December 31, 2022		2,000	$	—		6,659,375	$	666	$	(53,954,412	)		900,000		$	(16,454,247	)	$	(69,507,993	)
Shares of common stock issued pursuant to conversion preferred stock		—		—		333,000		33		16,617			—			—			16,650
Preferred stock issued pursuant to consulting agreement		—		—		—		—		—			(300,000	)		—			(300,000	)
Net loss (*)		—		—		—		—		—			—			(204,265	)		(204,265	)
Balance at March 31, 2023		2,000	$	—		6,992,375	$	699	$	(53,937,795	)		600,000		$	(16,658,512	)	$	(69,995,608	)
	Preferred Stock								Additional									Total
	Series B				Common Stock				Paid-In						Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital			Stock Payable			Income (Deficit)			Income (Deficit)
Balance at March 31, 2023		2,000	$	—		6,992,375	$	699	$	(53,937,795	)	$	600,000		$	(16,658,512	)	$	(69,995,608	)
Shares of common stock issued pursuant to conversion of preferred stock		—		—		141,712,420		14,171		3,358,909			—			—			3,373,080
Proceeds from issuance of convertible notes allocated to embedded warrants		—		—		—		—		39,251			—			—			39,251
Preferred stock issuable to a related party pursuant to director and employment agreements		—		—		—		—		—			300,000			—			300,000
Preferred stock issuable pursuant to a licensing agreement		—		—		—		—		—			600,000			—			600,000
Preferred stock issuable pursuant to settlement of debt		—		—		—		—		—			100,000			—			100,000
Acquisition of Cal Care Group		—		—		—		—		—			—			(1,578,625	)		(1,578,625	)
Net Income		—		—		—		—		—			—			41,274,946			41,274,946
Balance at June 30, 2023		2,000	$	—		148,704,795	$	14,870	$	(50,539,635	)	$	1,600,000		$	23,037,809		$	25,886,956

(*)

The number of shares has been retroactively restated to reflect the one for five hundred (1 for 500) reverse stock split, which was effective on April 24, 2023.

(**)

Cal Care Group and CuraScientific Corp results of operations are combined as of the beginning of the period or January 1, 2023, since it was determined that there was a change in the reporting entity pursuant to ASC 250-10-45-21 and both entities were under common control under the entire period.

For the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2022

									~~(***)~~		(***)		(***)
	Preferred Stock				Preferred Stock								Additional									Total
	Series A				Series B				Common Stock (***)				Paid-In						Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares ~~(*)~~		Amount ~~(*)~~		Capital (***)			Stock Payable			Deficit			Deficit
Balance at December 31, 2021		—	$	—		1,000	$	—		~~801~~400,~~023~~511,582	$	8040,051	$	(58,~~450~~490,~~463~~434	)		250,000		$	(11,186,133	)	$	(69,386,516	)
Shares of common stock issued pursuant to conversion preferred stock		—		—		—		—		21,~~075~~037,~~350~~674,922		~~207~~103,768		2,~~772~~668,~~358~~797			—			—			2,772,565
Preferred stock issuable pursuant to consulting and director agreements		—		—		—		—		—		—		—			150,000			—			150,000
Net loss		—		—		—		—		—		—		—			—			(4,567,535	)		(4,567,535	)
Balance at March 31, 2022		—	$	—		1,000	$	—		21,~~876~~438,~~373~~186,504	$	~~287~~143,819	$	(55,~~678~~821,~~105~~637	)		400,000		$	(15,753,668	)	$	(71,031,486	)
	Preferred Stock				Preferred Stock								Additional									Total
Shares of common stock issued pursuant to conversion preferred stock		—		—		—		—		1,158,167,857		115,817		930,338			—			—			1,046,155
	Series A				Series B				Common Stock				Paid-In						Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares (*)		Amount (*)		Capital (*)			Stock Payable			Deficit			Deficit
Balance at April 1, 2022		—	$	—		1,000	$	—		2,876,373	$	287	$	(55,678,105	)		400,000		$	(15,753,668	)	$	(71,031,486	)
Shares of common stock issued pursuant to conversion of preferred stock		—		—		—		—		2,316,336		232		1,045,923			—			—			1,046,155
Preferred stock issuable pursuant to consulting and director agreements		—		—		—		—		—		—		—			90,000			—			90,000
Net loss		—		—		—		—		—		—		—			—			763,704			763,704
Balance at June 30, 2022		—	$	—		1,000	$	—		52,~~192~~596,~~709~~354,361	$	~~519~~259,636	$	(54,~~632~~891,~~182~~299	)		490,000		$	(14,989,964	)	$	(69,131,627	)
Shares of common stock issued pursuant to conversion preferred stock		—		—		—		—		733,333,332		73,333		236,667			—			—			310,000
Preferred stock issuable pursuant to consulting and director agreements		—		—		—		—		—		—		—			60,000			—			60,000
Settlement of related party payable		—		—		—		—		—		—		—			(50,000	)		—			(50,000	)
Net loss		—		—		—		—		—		—		—			—			194,123			194,123
Balance at September 30, 2022		—		—		1,000	$	—		3,329,687,693	$	332,969	$	(54,654,632	)	$	500,000		$	(14,795,841	)	$	(68,617,504	)

(***)

The number of shares and per share amounts have been retroactively restated to reflect the one for five hundred (1 for 500) reverse stock split, which was effective on April 24, 2023.

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

CuraScientific Corp. Consolidated Statements of Cash Flows For the Nine Months Ended September 30, 2023 and 2022 (Unaudited)

Consolidated Statements of Cash Flows

	September 30, 2023			September 30, 2022
Cash flows from operating activities:
Net Income (loss)	$	35,354,203		$	(3,609,708	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation		13,350			12,007
Amortization of convertible debt discount		43,376			610,757
Amortization right of use asset		4,493			—
(Gain) Loss on debt extinguishment		722,687			(2,160,125	)
Amortization capitalized license fees		1,100,226			450,000
Fair value of Preferred stock issued with licensing agreements		—			200,000
Impairment loss on intangible		1,275,000			—
Change in fair value of derivative liability		(356,963	)		1,239,397
Change in fair value of Series A liability		(45,344,831	)		—
Stock-based compensation		534,000			375,000
Non-cash interest expense		—			419,168
Loss on Series A conversion		5,912,746			1,588,140
Decrease (increase) in operating assets and liabilities
Accounts receivable		(1,868	)		16,693
Inventory		56,746			(5,285	)
Prepaid and other assets		68,714			—
Accounts payable		281,806			175,230
Related party liabilities		(16,667	)		279,896
Lease liability		(4,493	)		—
Accrued interest		53,219			155,166
Net cash used in operating activities		(304,256	)		(253,664	)

Cash flows from investing activities:
Cash paid for acquisition of licenses		(50,000	)		—
Acquisition of fixed assets		(97,686	)		(14,914	)
Cash acquired from Cal Care common control transaction		126,738			—
Net cash provided by (used in) investing activities		(20,948	)		(14,914	)

Cash flows from financing activities:
Proceeds from convertible debt		327,875			245,394
Proceeds from promissory notes		38,110			—
Net cash provided by financing activities		365,985			245,394

Net increase (decrease) in cash		40,781			(23,184	)

Cash, beginning of period		130			23,360
Cash, end of period	$	40,911		$	176

Supplemental Disclosures of Cash Flow Information

Cash paid for interest	$	—		$	3,336
Cash paid for taxes	$	—		$	—

Supplemental Disclosures of Non-Cash Investing and Financing Activities

Common shares issued pursuant to Series Preferred conversion	$	16,650		$	—
Preferred stock issued pursuant to consulting agreement	$	300,000		$	—
Original debt discount related to new debt	$	66,822		$	515,356
Corporate expenses paid by investors	$	13,542		$	—
Acquisition of license with preferred stock	$	1,100,000		$	—
Initial recognition of right-of-use asset	$	120,389		$	—
Series Preferred issued for leasing of cannabis equipment	$	1,020,000		$	—

~~For~~The ~~the~~accompanying ~~Six~~notes ~~Months~~are ~~Ended~~an ~~June~~integral ~~30,~~part ~~2023~~of ~~and~~these ~~2022~~ unaudited consolidated condensed financial statements.

(Unaudited)

	June 30, 2023			June 30, 2022
Cash flows from operating activities:
Net Income (loss)	$	41,070,681		$	(3,803,831	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation		8,455			7,755
Amortization of convertible debt discount		5,693			412,747
Loss on debt extinguishment		722,687			—
Amortization capitalized license fees		425,031			300,000
Impairment loss on intangible		1,275,000			—
Change in fair value of derivative liability		(592,673	)		359,208
Change in fair value of Series A liability		(45,344,831	)		—
Stock-based compensation		600,000			290,000
Non-cash interest expense		—			287,753
Loss on Series A conversion		1,469,800			1,515,140
Decrease (increase) in operating assets and liabilities
Accounts receivable		—			13,453
Inventory		49,588			(5,305	)
Prepaid and other assets		22,418			—
Accounts payable		78,309			97,782
Related party liabilities		126,674			178,848
Accrued interest		33,841			93,299
Net cash used in operating activities		(49,327	)		(253,151	)
Cash flows from investing activities:
Cash paid for acquisition of licenses		(50,000	)		—
Acquisition of fixed assets		—			(14,914	)
Cash acquired from Cal Care common control transaction		126,738			—
Net cash provided by (used in) investing activities		76,738			(14,914	)
Cash flows from financing activities:
Proceeds from convertible debt		244,475			245,394
Proceeds from promissory notes		9,710			—
Net cash provided by financing activities		254,185			245,394
Net increase (decrease) in cash		281,596			(22,671	)
Cash, beginning of period		130			23,360
Cash, end of period	$	281,726		$	689
Supplemental Disclosures of Cash Flow Information
Cash paid for interest	$	—		$	3,336
Cash paid for taxes	$	—		$	—
Supplemental Disclosures of Non-Cash Investing and Financing Activities
Common shares issued pursuant to Series Preferred conversion	$	16,650		$	—
Preferred stock issued pursuant to consulting agreement	$	300,000		$	—
Original debt discount related to new debt	$	66,822		$	357,501
Corporate expenses paid by investors	$	13,542		$	—
Acquisition of license with preferred stock	$	1,000,000		$	—
Initial recognition of right-of-use asset	$	120,389		$	—

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

CuraScientific Corp. Notes to the Consolidated Financial Statements September 30, 2023

Notes to the Consolidated Financial Statements

NOTE 1 – NATURE OF OPERATIONS AND GOING CONCERN

Organization and Description of Business

CuraScientific Corp. (“Cura,” the “Company,” ~~“we,” “us”~~ and “our”), formerly known as Boon Industries Inc. (“Boon”), is iacurrently a bioscience company that manufactures commercial chemical products with various applications in commercial sterilization for agriculture, warehousing, hospitality, and medical facilities. DiOx+, our flagship product, is a disinfectant sterilizer that kills harmful pathogens without dangerous toxic exposure to the user or the environment. DiOx+ is an activated chlorine dioxide (Cl02) broad spectrum disinfectant that protects the environment and human health from viruses, bacteria and harmful by-products left by other cleaning sanitizers, without a harsh smell or skin irritation. DiOx+ is effective against aerobic and non-aerobic bacteria, viruses, molds, fungi, algae, protozoa, and spores. The Company’s wholly owned subsidiary, Matrix of Life Tech ~~Trust~~ Trust, works with the Company with applications in the beverage and nutritional supplement industries, and water bottling operations in ~~Grants~~ Grants Pass, Oregon, where it produces bottled water and a range of products for the health and wellness industry.

~~Cal~~On October 1, 2022, the Company executed a share exchange agreement with Cal Care Group, Inc. ~~Acquisition~~(“Cal Care”) and William Reed, the current Company’s President, Chief Executive Officer, director and controlling shareholder of the Company and sole shareholder of Cal Care.

~~On October 1, 2022, the Company executed a share exchange agreement with~~ Cal ~~Care Group, Inc. (“Cal Care”) and William Reed,~~ ~~the Company’s President, Chief Executive Officer, director and controlling shareholder of the Company and sole shareholder of Cal~~ Care. ~~Cal Care~~ is a California corporation with products and services in the cannabis retail, manufacturing, distribution, and delivery. Cal Care is a licensed delivery and distribution company with locations in Southern and Northern California. Headquartered in San Jacinto, California, Cal Care’s core strategic business is its end-market access as a central player in the growing California cannabis delivery ~~marketplace~~ marketplace while developing its in-house cannabis production capacity to verticalize operations in the space. The Company acquired all of the issued and outstanding shares of Cal Care in exchange for 500,000 Series A preferred shares of the Company on April 5, 2023. Although the agreement provided for closing on the same date the agreement was entered into, the promised contractual consideration, being the 500,000 shares of Series A preferred stock, was not issued to Mr. Reed until April 5, 2023. Accordingly, the Board of Directors of the Company concluded that the closing of the transactions under the agreement was not effective until April 5, 2023. The Company accounted for this transaction as a common-control business combination under ASC 805-50 Business Combinations Related Issues. The Company recognized the assets and liabilities at their carrying amounts in the financial statements of Cal Care on the date of transfer. The difference between the proceeds transferred and the carrying amounts of the net assets was considered equity transactions that was eliminated in consolidation, and no gain or loss was recognized in the consolidated financial statements of CuraScientific, Inc.

The Company acquired all of the issued and outstanding shares of Cal Care in exchange for 500,000 Series A preferred shares of the Company on April 5, 2023.

Although the agreement provided for closing on the same date the agreement was entered into, the promised contractual consideration, being the 500,000 shares of Series A preferred stock, were not issued to Mr. Reed until April 5, 2023. Accordingly, the Board of Directors of the Company concluded that the closing of the transactions under the agreement was not effective until April 5, 2023.

The Company accounted for this transaction as a common control business combination under ASC 805-50 Business Combinations Related Issues. The Company recognized the assets and liabilities at their carrying amounts in the financial statements of Cal Care on the date of transfer. The difference between the proceeds transferred and the carrying amounts of the net assets was considered equity transactions that was eliminated in consolidation, and no gain or loss was recognized in the consolidated financial statements of CuraScientific, Inc.

On April 25, 2023, Cal Care and JW Brands LLC executed an intellectual property license purchase under which Cal Care acquired three cannabis licenses C9-0000183 (Retail), C11-0000327 (Distribution), and CDPH-10003817 (Manufacturing) for a total consideration of $600,000.

The company operates under the licenses of JW Brands, LLC, including a cannabis retailer non-storefront license adult-use and medicinal (business name: JW BRANDS, LLC Palm Delivery License Number: C9-0000183-LIC License Type: Provisional Retailer Non storefront), a cannabis distributor license adult-use and medicinal License Number: C11-0000327-LIC, and a cannabis manufacturer license, and cannabis manufacturer license adult-use and medicinal (business name: JW BRANDS, LLC Palm Delivery License Number: CDPH-10003817-LIC License Type: Provisional Type-7: Volatile Solvent Extraction).

On May 24, 2023, Cal Care acquired the commercial microbusiness cannabis license C12-0000334 for a total consideration of $600,000 payable by the issuance of 60,000 shares of Series A with a stated value of $10 per share.

Holding Company Parent-subsidiary Formation

The Company was formerly known as Boon Industries Inc., a bioscience company that manufactures commercial chemical products with various applications in commercial sterilization for agriculture, warehousing, hospitality, and medical facilities. On March 2, 2020 Boon acquired Matrix of Life Tech Trust, an Oregon Trust, a Trust with ongoing operations (“Matrix’). For financial reporting purposes, the Matrix acquisition represents a capital transaction of Matrix of Life Tech Trust or a Business combination under common control accounted for under ASC 805-50, because the sellers of Matrix of Life Tech Trust controlled the Company before the merger and immediately following the completion of the transaction. As such, Matrix of Life Tech Trust is deemed to the accounting acquirer in the transaction and, consequently, the transaction is being treated as a recapitalization of Matrix of Life Tech Trust. Accordingly, the assets and liabilities and the historical operations that will be reflected in the Company’s ongoing financial statements will be those of Matrix of Life Tech Trust and will be recorded at the historical cost basis of Matrix of Life Tech Trust. The Company’s assets, liabilities and results of operations will be consolidated with the assets, liabilities, and results of operations of Matrix of Life Tech Trust after consummation of the merger. The Company’s historical capital accounts will be retroactively adjusted to reflect the equivalent number of shares issued by the Company in the merger while Matrix of Life Trust’s historical retained earnings will be carried forward. The historical financial statements of the Company before the Merger will be replaced with the historical statements of Matrix of Life Tech Trust before the merger in all future filings with the Securities and Exchange Commission, or “SEC”.

Reincorporation Merger

On November 8, 2022, the shareholders of ~~the~~Boon ~~Company~~Industries, Inc. approved an agreement and plan of merger, pursuant to which ~~the~~Boon ~~Company~~ merged with and into CuraScientific corporation, a newly formed Florida corporation and a wholly owned subsidiary of ~~the Company~~Boon, which resulted in ~~the Company~~Boon’s reincorporation from the State of Oklahoma to the State of Florida and change the Company’s name to CuraScientific corporation.

The shareholders also approved the implementation of a reverse stock split of its common stock on the basis of the issuance one share of CuraScientific corporation’s common stock for each 500 shares of common stock of the Company issued and outstanding prior to the reincorporation merger (“reverse stock split”). Each share of Series A preferred stock of the Company will convert into one share of Series A preferred stock of CuraScientific corporation and each share of Series B preferred stock of the Company will convert into one share of Series B preferred stock of CuraScientific corporation.7

The shareholders also approved the implementation of a reverse stock split ~~and~~of ~~name~~its ~~change~~common ~~became~~stock ~~effective~~on ~~with~~the ~~FINRA~~basis (of the ~~Financial~~issuance ~~Industry~~of ~~Regulatory~~one ~~Authority)~~share of onCuraScientific ~~April~~corporation’s ~~24,~~common ~~2023,~~stock ~~whereupon the~~for each 500 shares of ~~CuraScientific~~ common stock ~~will~~of ~~begin~~Boon ~~trading~~issued onand aoutstanding prior to the reincorporation merger (“reverse stock split~~-adjusted~~”). ~~basis~~Each share of Series A preferred stock of the Company converted into one share of Series A preferred stock of CuraScientific Corp. and each share of Series B preferred stock of the Company converted into one share of Series B preferred stock of CuraScientific Corp.

OnThe ~~April~~reverse ~~24,~~stock ~~2023,~~split ~~the~~and ~~trading~~name ~~symbol~~change ~~for~~became ~~our~~effective ~~common~~with ~~stock~~the ~~changed~~Financial toIndustry Regulatory Authority (“~~BNOWD~~FINRA”) ~~for~~on aApril 24, ~~period~~2023, ofwhereupon 20the ~~business~~shares ~~days,~~of ~~after~~CuraScientific ~~which our~~ common stock ~~will~~began ~~trade~~trading ~~under~~on ~~our~~a ~~new~~split-adjusted basis under the trading symbol “CSTF”. All share and per share related numbers in these consolidated financial statements give effect to the reverse stock split, which was effective on April 24, 2023.

~~The~~On ~~Reincorporation~~September ~~Merger~~15, ~~did~~2023, ~~not~~the ~~result~~Company inentered ~~any~~into ~~change~~an inintellectual ~~our~~property ~~headquarters~~exchange agreement with Bavana, ~~business~~LLC (“Bavana”). The Company’s wholly owned subsidiary, ~~management~~Cal Care, ~~location~~is the owner of ~~our~~J.W ~~any~~Brands ~~offices~~LLC orthat ~~facilities, number~~holds ofthree ~~employees,~~cannabis ~~federal~~licenses. ~~tax~~The ~~identification~~Company ~~number,~~exchanged and ~~assets~~acquired from Bavana, orfree ~~liabilities~~and ~~(other~~clear ~~than~~of asall aencumbrances, ~~result~~all of ~~the~~Bavana’s ~~costs~~right, ~~incident~~title, and interest, in and to ~~the~~assets ~~Reincorporation~~with ~~Merger,~~a ~~which~~total ~~are~~fair ~~not~~value ~~material).~~of ~~Management~~$863,000 ~~including~~in ~~all~~exchange ~~directors~~for ~~and officers~~300,000 ~~remain~~Series A preferred stock and the ~~same~~assignment ~~immediately~~to ~~after~~Bavana of the ~~Reincorporation~~cannabis manufacturer ~~Merger~~license adult-use and medicinal (license number: CDPH-10003817-LIC).

Going concern, liquidity, and capital resources

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of ~~June~~ September 30, 2023, the Company’s current liabilities exceeded its current assets by approximately $2625.70 million. The Company has recorded a a net income of $4135.14 million for the ~~six~~nine months ended ~~June~~September 30, 2023, of which $45.3 million is a non cash item resulting from the mark to market revaluation of the Company’s series A preferred stock liability, has negative cash flow from operations of approximately $490.3 million,~~000,~~ has an accumulated profit of $2317.4 million as of ~~June~~September 30, 2023 mainly due to the revaluation of the Company’s Series A liability for $45.3 million, and has limited business operations, has operating loss of $23.65 million, which raises substantial doubt about the Company’s ability to continue as a going concern.

The ability of the Company to meet its commitments as they become payable is dependent on the ability of the Company to obtain necessary financing or to achieve a profitable level of operations.

The Company has arranged financing through convertible debts and intends to utilize the cash received to fund its operations. The Company plans to seek additional financing, if necessary, in private or public equity offering to secure future funding for operations until the Company becomes profitable. If the Company is not able to secure additional funding, the implementation of the Company’s business plan will be impaired. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all.

These consolidated financial statements do not give effect to adjustments to the amounts and classification to assets and liabilities that would be necessary should the Company be unable to continue as a going concern.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company maintains its accounting records on an accrual basis in accordance with GAAP. These consolidated financial statements are presented in United States dollars. The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management regularly evaluates estimates and assumptions related to the valuation of assets and liabilities. Management bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from management’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates include:

■

Liability for legal contingencies.

■

Useful life of assets.

■

Deferred income taxes and related valuation allowance.

■

Impairment of finite-life intangible.

■

Obsolescence of inventory

■

Stock-based compensation using the Black Scholes option pricing model.

Segment Reporting

The Company operates as one reportable segment under ASC 280, Segment Reporting. The Chief operating decision maker regularly reviews the financial information of the Company at a consolidated level in deciding how to allocate resources and in assessing performance.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of 90 days or less from the date of purchase to be cash equivalents. The Company did not have any cash equivalents as of ~~June~~September 30, 2023, and December 31, 2022, respectively.

COVID-19

The Company began seeing the impact of the COVID-19 pandemic on its business in early March 2020. The direct financial impact of the pandemic has primarily shown in significantly reduced production. In addition to these direct financial impacts, COVID-19 related safety measures resulted in a reduction of productivity. The Company will continue to assess and manage this situation and will provide a further update in each quarterly earnings release, to the extent that the effects of the COVID-19 pandemic are then known more clearly.

Fair value of Financial Instruments and Fair Value Measurements

Accounting Standards Codification (“ASC”) 820 Fair Value Measurements and Disclosures, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value.

Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability.

In addition to defining fair value, the standard expands the disclosure requirements around the value and establishing a fair value hierarchy for valuation inputs is expanded. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring the value are observable in the market.

A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 – Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

Level 2 – Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in market that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models and similar techniques.

The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of June 30, 2023, or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement.9

10The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of September 30, 2023, or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, inventory, prepaid expenses and other assets, accounts payable, accrued interest, related party liabilities approximate fair value due to their relatively short maturities.

The Company’s convertible notes payable and loans payable approximates the fair value of such liabilities based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements and due to the short-term nature of these instruments at ~~June~~September 30, 2023, and December 31, 2022.

The fair value of the Company’s recorded derivative liability is determined based on unobservable inputs that are not corroborated by market data, which require a Level 3 classification. A Black-Sholes option valuation model was used to determine the fair value. The Company records derivative liability on the balance sheets at fair value with changes in fair value recorded in the statements of operation.

The following table presents balances of the liabilities with significant unobservable inputs (Level 3) as of ~~June~~September 30, 2023, and December 31, 2022:

Schedule of Fair Value Measurements

	Fair Value Measurements at June 30, 2023, Using
	Fair Value Measurements at September 30, 2023, Using
	Quoted Prices in Active Markets for		Significant Other Observable		Significant Unobservable
	Identical Assets		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Derivative liability	$	—	$	—	$	~~461~~697,~~840~~550	$	~~461~~697,~~840~~550
Total	$	—	$	—	$	~~461~~697,~~840~~550	$	~~461~~697,~~840~~550
	Fair Value Measurements at December 31, 2022, Using
	Quoted Prices in Active Markets for		Significant Other Observable		Significant Unobservable
	Identical Assets		Inputs		Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
Derivative liability	$	—	$	—	$	1,026,942	$	1,026,942
Total	$	—	$	—	$	1,026,942	$	1,026,942

~~The following table presents changes of the liabilities with significant unobservable inputs (Level 3) for the six months ended June 30, 2023:~~10

The following table presents changes of the liabilities with significant unobservable inputs (Level 3) for the nine months ended September 30, 2023:

	Derivative
	Liability
Balance December 31, 2022	$	1,026,942
New derivative		27,571
New derivative from convertible notes		27,571
Change in derivative fair value		(592,673	)
Change in fair value of derivative		(356,963	)
Balance June 30, 2023	$	461,840
Balance September 30, 2023	$	697,550

Derivative Liability

The Company measures the derivative liability using the Black-Scholes option valuation model using the following assumptions:

		June 30, 2023
		September 30, 2023
Expected term		1 month – 1 year
Exercise price		$0.00008-$0.00820
Expected volatility		342%-658%
Expected dividends		None
Risk-free interest rate		4.74%-5.4050%
Forfeitures		None

The assumptions used in determining fair value represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change, including changes in the market value of the Company’s common stock, managements’ assessment, or significant fluctuations in the volatility of the trading market for the Company’s common stock, the Company’s fair value estimates could be materially different in the future.

The Company computes the fair value of the derivative liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the derivative liability is the Company’s stock price, which is subject to significant fluctuation and is not under its control, and the assessment of volatility. The resulting effect on net income (loss) is therefore subject to significant fluctuation and will continue to be so until the Company’s variable rate debentures, which the convertible feature is associated with, are converted into common stock or paid in full with cash. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when its stock price increases and non-cash income when its stock price decreases.

Stock-Based Compensation

The Company accounts for employee stock-based compensation in accordance with the fair value recognition provisions of ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). Under this method, compensation expense includes compensation expense for all stock-based payments based on the grant-date fair value. Such amounts have been reduced to reflect the Company’s estimate of forfeitures of all unvested awards.

The Company uses the Black-Scholes pricing model to determine the fair value of the stock- based compensation that it grants to employees and non-employees. The Black-Scholes pricing model takes into consideration such factors as the estimated term of the securities, the conversion or exercise price of the securities, the volatility of the price of the Company’s common stock, interest rates, and the probability that the securities will be converted or exercised to determine the fair value of the securities. The selection of these criteria requires management judgment and may impact on the Company’s net income or loss. The computation of volatility is intended to produce a value that is representative of the Company’s expectations about the future volatility of the price of its common stock over an expected term. The Company used its share price history to determine volatility and cannot predict what the price of its shares of common stock will be in the future. As a result, the volatility value that the Company calculated may differ from the actual volatility of the price of its shares of common stock in the future.

The Company does not have any stock options as of ~~June~~September 30, 2023, and December 31, 2022.

1211

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815 “Derivatives and Hedging”. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.”

ASC 815-40 “Derivatives and Hedging - Contracts in Entity’s Own Equity” provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability.

Debt issuance costs and debt discounts

Debt issuance costs and debt discounts are being amortized over the lives of the related financings on a basis that approximates the effective interest method. Costs and discounts are presented as a reduction of the related debt in the accompanying consolidated balance sheets.

Revenue Recognition

The Company recognizes revenue in accordance with ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606).

Under ASU 2014-9, the Company recognizes revenue when its customers obtain control of the promised good or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company applies the following five-step: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation.

At contract inception, once the contract is determined to be within the scope of ASU 2014-09, the Company identifies the performance obligation(s) in the contract by assessing whether the goods or services promised within each contract are distinct.

Revenue is recognized when the control of the promised goods or services, through performance obligation, is transferred/provided to the customer in an amount that reflects the consideration we expect to be entitled to in exchange for the performance obligations.

The Company generates revenue from the sale of cannabis products, which is recognized at one point in time, at delivery.

~~For the three and six months ended June 30, 2023 and 2022, the sources of revenue were as follows:~~12

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Revenue from sale of cannabis at one point in time	$	441,377	$	—	$	822,127	$	—
Service income at point in time		—		8,983		—		34,434
Total revenue	$	441,377	$	8,983	$	822,127	$	34,434

For the three and nine months ended September 30, 2023 and 2022, the sources of revenue were as follows:

13Schedule of Revenue Recognition


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Revenue from sale of cannabis at one point in time	$	230,274	$	—	$	1,052,401	$	—
Service income at point in time		—		—		—		34,434
Total revenue	$	230,274	$	—	$	1,052,401	$	34,434

The Company’s performance obligations are established when a customer submits a purchase order notification (in writing, electronically or verbally) for goods, and the Company accepts the order. The Company identifies the performance obligation as the delivery of the requested product in appropriate quantities and to the location specified in the customer’s contract and/or purchase order. The Company generally recognizes revenue when the product or service has been transferred to the customer, at which time the Company has an unconditional right to receive payment. The Company’s sales and sale prices are final, and the selling prices are not affected by contingent events that could impact the transaction price.

Concentration of Credit Risk

The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts through ~~June~~September 30, 2023.

Capitalized licensing fees

The Company records its intangible assets at cost in accordance with ASC 350, Intangibles – Goodwill and Other. The Company reviews the intangible assets for impairment on an annual basis or if events or changes in circumstances indicate it is more likely than not that they are impaired. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale, or disposition of a significant portion of the business, or other factors. If the review indicates the impairment, an impairment loss would be recorded for the difference of the value recorded and the new value.

For the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, the Company recognized $1,275,000 of impairment loss related to the exclusive distribution and licensing agreement with C Group LLC.

During the ~~six~~nine months ended ~~June~~September 30, 2023, the Company recognized $600,000 of capitalized licensing fee regarding the three licenses acquired from JW Brands LLC. The Company amortizes the capitalized licensing fees over the remaining legal term of the underlying licensing agreement.

During the ~~six~~nine months ended ~~June~~September 30, 2023, the Company recognized $600,000 of capitalized licensing fee regarding the three licenses acquired from Chad Enterprises LLC. The Company amortizes the capitalized licensing fees over the remaining legal term of the underlying licensing agreement.

Impairment of Long-Lived Assets

The Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. For the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, there were no impairment losses recognized for long-lived assets.

Inventories

Inventories are stated at the lower of cost, computed using the first-in, first-out method (“FIFO”), and net realizable value. Any adjustments to reduce the cost of inventories to their net realizable value are recognized in earnings in the current period.

Accounts Receivable

Accounts receivable are stated at net realizable value, and as such, earnings are charged with a provision for doubtful accounts based on our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine an allowance based on historical write-off experience and specific account information available. Accounts receivable are reflected in the accompanying consolidated balance sheets net of a valuation allowance of $0 as of ~~June~~September 30, 2023, and December 31, 2022. When internal collection efforts on on accounts have been exhausted, the accounts are written off by reducing the allowance for doubtful accounts and the related customer receivable. The Company did not recognize any bad debt expense during the ~~six~~nine months ended ~~June~~September 30, 2023.

Basic and Diluted Income (Loss) Per Share

In accordance with ASC Topic 280 – “Earnings Per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

The Company does not have any stock options or warrants as of ~~June~~September 30, 2023. The Company has approximately $~~524,859~~[ ] of principal and accrued interest from convertible notes, of which $~~207,896~~[ ] are currently convertible and have a conversion option in the money as of ~~June~~September 30, 2023. This would result in the issuance of ~~36,473,024~~[ ] shares of common stock for the diluted income per share for the three and ~~six~~nine months ended ~~June~~September 30, 2023.

Income Taxes

The Company records deferred taxes in accordance with FASB ASC No. 740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and loss carry forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

Business Combinations under common control

Pursuant to ASC 805-50, a common-control transaction does not meet the definition of a business combination because there is no change in control over the net assets before and after the transaction. The accounting for these transactions is addressed in the “Transactions Between Entities Under Common Control”. The net assets are derecognized by the transferring entity and recognized by the receiving entity at the historical cost of the parent of the entities under common control. Any difference between the proceeds transferred or received and the carrying amounts of the net assets is recognized in equity in the transferring and receiving entities’ separate financial statements and eliminated in consolidation. The change in accounting principle is applied retroactively for all periods presented.

Recent Accounting Pronouncements

In August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”) which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition was permissible for the adoption of this standard. Update No. 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption was permitted no earlier than the fiscal year beginning after December 15, 2020. The Company adopted ASU 2020-06 on January 1, 2023, which eliminated, among other things, the beneficial conversion model and requires the instrument to be recorded as a single liability. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments included in ASU 2016-13 require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Although the new standard, known as the current expected credit loss (“CECL”) model, has a greater impact on financial institutions, most other organizations with financial instruments or other assets (trade receivables, contract assets, lease receivables, financial guarantees, loans and loan commitments, and held-to-maturity (HTM) debt securities) are subject to the CECL model and will need to use forward-looking information to better evaluate their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. ASU 2016-13 was originally effective for public companies for fiscal years beginning after December 15, 2019. In November of 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, which delayed the implementation of ASU 2016-13 to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years for smaller reporting companies. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

The Company has evaluated all the recent accounting pronouncements and determined that there are no accounting pronouncements that will have a material effect on the Company’s financial statements.

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at ~~June~~September 30, 2023, and December 31, 2022:

	June 30,			December 31,
	2023			2022
Emulsification equipment	$	163,651		$	163,651
Leasehold improvements		6,877			6,877
Truck		10,000			10,000
Property and Equipment, Gross		180,528			180,528
Less accumulated depreciation		(102,066	)		(93,611	)
Property and Equipment, Net	$	78,462		$	86,917

Schedule of Property and Equipment

Depreciation was $8,455 and $7,755 for the six months ended June 30, 2023 and 2022, respectively. Depreciation was approximately $4,702 and $4,236 for the three months ended June 30, 2023 and 2022, respectively.

	September 30,			December 31,
	2023			2022
Emulsification equipment	$	163,651		$	163,651
Leasehold improvements		6,877			6,877
Cannabis equipment		97,686			—
Truck		10,000			10,000
Fixed assets, gross		278,214			180,528
Less accumulated depreciation		(106,961	)		(93,611	)
Property and Equipment, Net	$	171,253		$	86,917

Depreciation was $13,350 and $12,007 for the nine months ended September 30, 2023 and 2022, respectively. Depreciation was approximately $4,895 and $4,252 for the three months ended September 30, 2023 and 2022, respectively.

NOTE 4 – INTANGIBLE, NET

Intangible consisted of the following at ~~June~~September 30, 2023, and December 31, 2022:

Schedule of Capitalized Licensing fees

	June 30,			December 31,
	September 30,			December 31,
	2023			2022
C-Group LLC Capitalized Licensing fees	$	3,000,000		$	3,000,000
Chad Enterprises LLC licensing fees		600,000			—
JW Brands LLC Licensing fees		600,000			—
Gross Amount Capitalized Licensing fees		4,200,000			3,000,000
Less accumulated depreciation		(2,~~000~~675,~~031~~226	)		(1,575,000	)
Less impairment of C-Group licensing fees		(1,275,000	)		—
Licensing fees, net	$	~~924~~249,~~969~~774		$	1,425,000

C Group LLC

On May 13, 2020, we entered into an exclusive distribution and licensing agreement with C Group LLC, a former convertible notes holder, under which we intend to sell indoor agricultural growing pods utilizing C-Group’s proprietary technology to our existing and future customers. The growing pods are a self-contained 800 sq ft steel container consisting of computerized climate and irrigation control. Pursuant to this agreement, the Company issued 300,000 shares of our Series A Preferred Stock to Anthony Super, the President of C Group LLC.

The Company is amortizing the capitalized licensing fees over the five-year term of the exclusive distribution and licensing agreement. Amortization ~~expense~~expenses ~~was~~were $150,000 and $~~300~~450,000 for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, respectively. The Company fully impaired the ~~remaining~~ remaining carrying cost of $1,275,000 as of ~~June~~September 30, 2023. Such amount was reported as impairment loss in the Company’s consolidated condensed statement of operation for the ~~six~~nine months ended ~~June~~September 30, 2023.

JW Brands Licensing Agreement

On April 25, 2023, the Company, through its wholly owned subsidiary, executed a license agreement with JW Brands LLC (“JW”). JW is the owner of Cannabis licenses C9-0000183 (retail), C11-0000327 (Distribution), and CDPH-10003817 (Manufacturing) in good standing in the State of California, which the Company acquired for a total consideration of $600,000 worth of the Company’s shares of Series A. The Company issued 40,000 shares of ~~common~~Series ~~stock~~A for a total stated value of $400,000 as of ~~June~~September 30, 2023. The balance of $200,000 is to be paid in $50,000 monthly increments commencing on June 1, 2023, and ending on September 1, 2023. The Company paid $50,000 as of June 30, 2023. The remaining amount owed is $150,000 and is reported under accounts payable in the consolidated balance sheet as of ~~June~~September 30, 2023. The Company amortized the capitalized licensing fees over the remaining legal term of such licenses. There was no ~~impairment~~ impairment of such capitalized licensing fees for the ~~six~~nine months ended ~~June~~September 30, 2023.

Amortization expense was ~~approximately~~ $~~174,~~600,000 for the ~~six~~nine months ended ~~June~~September 30, 2023, and the remaining unamortized capitalized licensing fees ~~was~~ were $~~425,421~~0 as of ~~June~~September 30, 2023.

On September 15, 2023, the Company executed an asset exchange agreement with a twelve-month term with Bavana, LLC, under which the Company through its wholly owned subsidiary rented non-monetary assets for the exchange of the JW Brands LLC manufacturing type 7 cannabis license with a carrying value of $0 and 300,000 shares of Series A preferred stock. Concurrently with such agreement, the Company executed a revenue sharing agreement under which Bavana, LLC will provide all personnel to operate, maintain and produce all products for extraction in return for 10% of the net profits of all products produced under the Type-7 license. The Company accounted for such a transaction as a rental arrangement and recorded the fair value of the Series A shares as prepaid and recognized rent over the twelve-month period of the agreement.

Chad Enterprises, LLC Licensing Agreement

On May 24, 2023, the Company, through its wholly owned subsidiary, executed a license agreement with Chad Enterprises, LLC (“Chad”). Chad is the owner of a commercial microbusiness Cannabis license C12-0000334, which the Company acquired for a total consideration of $600,000 worth of the Company’s shares of Series A. The license is for distributor, level 1 manufacturer, retailer non-storefront adult-use and medicinal and expires on December 31, 2023. The shares of Series A have not yet been issued as of ~~June~~September 30, 2023, and ~~are~~ are reported under stock payable in the Company’s consolidated condensed balance sheet as of ~~June~~September 30, 2023. There was no impairment of such capitalized licensing fees for the ~~six~~nine months ended ~~June~~September 30, 2023.

Amortization expense was approximately $~~100~~350,~~460~~226 for the ~~six~~nine months ended ~~June~~September 30, 2023, and the remaining unamortized capitalized licensing fees was $~~499~~249,~~548~~774 as of ~~June~~September 30, 2023.

NOTE 5 – CONVERTIBLE NOTES PAYABLE

As of ~~June~~September 30, 2023, and December 31, 2022, convertible notes payable are comprised of the following:

Schedule of Convertible Notes Payable

	Original		Original	~~Original~~Due	~~Due~~Interest	~~Interest~~Conversion	~~Conversion~~September 30,		~~June 30,~~		December 31,		~~December 31,~~
	Note Amount		Note Date	~~Note~~ Date	~~Date~~Rate	Rate	~~Rate~~2023		~~2023~~		2022		~~2022~~
V Group (past maturity)		150,000		12/12/2019	12/12/2020	12%	Variable			150,000				150,000
V Group (in default)	150,000		12/12/2019	12/12/2020	12%	Variable		150,000				150,000
1800 Diagonal Lending		57,750		6/2/2023	3/2/2024	9%	Variable			57,750				—
1800 Diagonal Lending #1	57,750		6/2/2023	3/2/2024	9%	Variable		57,750				—
GS Capital Partners		125,000		6/2/2023	12/2/2023	8%	Fix			125,000				—
1800 Diagonal Lending #2	47,250		7/12/2023	4/12/2024	9%	Variable		47,250				—
Fourth Man LLC		115,000		6/20/2023	6/20/2024	12%	Fix			115,000				—
GS Capital Partners	125,000		6/2/2023	12/2/2023	8%	Fix		125,000				—
									$	447,750			$	150,000
Fourth Man LLC (in default)	115,000		6/20/2023	6/20/2024	12%	Fix		115,000				—
Debt discount										(112,450	)			—
Pacific Pier Capital (in default)	60,000		8/29/2023	8/29/2024	12%			60,000				—
Notes payable, net of discount									$	335,300			$	150,000
Total convertible notes, gross							$	555,000			$	150,000
Notes payable, current									$	(335,300	)		$	(150,000	)
Debt discount								(98,617	)			—
Notes payable, non-current									$	—			$	—
Total Notes payable, net of discount							$	456,383			$	150,000
Accrued interest									$	77,109			$	48,970
Notes payable, current							$	(456,383	)		$	(150,000	)
Notes payable, non-current							$	—			$	—
Accrued interest							$	91,088			$	48,970

During the ~~six~~three and nine months ended ~~June~~September 30, 2023, the Company recognized $2816,~~139~~479 and $44,617 of interest on the existing convertible notes ~~promissory~~payable, ~~notes~~respectively.

1800 Diagonal Lending (“diagonal #1”)

On June 2, 2023, the Company issued a convertible promissory note to Diagonal for $50,000 of cash consideration, net of $7,750 of financing costs and original issue discount, for principal amount of $57,750. The interest rate under the convertible promissory note is 9% per year or 22% upon an event of default, and the principal and all accrued but unpaid interest are due on March 2, 2024. The note is convertible at any time 180 days following issuance at a discount to market price., as a result the note is not convertible as of September 30, 2023. The note includes a prepayment feature at a premium of 28% from the issuance date and up to 180 days. The note includes a 50% penalty premium on unpaid principal and interest upon an event of default. The note is not in default as of ~~June~~September 30, 2023. ~~The~~(see ~~Company~~note ~~incurred approximately $400 of interest during the six months ended June 30, 2023~~12). ~~The Company amortized through interest expense approximately $800 of debt discount from the original issue discount.~~

GSThe ~~Capital~~Company ~~Partners~~incurred ~~(“GS”)~~approximately $1,310 and $1,709 of interest during the three and nine months ended September 30, 2023, respectively. The Company amortized through interest expense approximately $3,394 of debt discount from the original issue discount. The remaining unamortized debt discount amounts to $4,356 as of September 30, 2023.

On June 2, 2023, the Company issued a convertible redeemable promissory note to GS for cash proceeds of $110,000, net of $15,000 of financing costs and original issue discount for a principal amount of $125,000. The interest rate under the convertible promissory note is 8% per year or 24% upon an event of default, and the principal and all accrued but unpaid interest are due on December 2, 2023. The note is convertible at any time at a fixed conversion price. Upon an event of default, the note is convertible at a lower fixed conversion price or a variable rate. The note can be prepaid without penalty. Any sale event would result in a premium to the principal of 50%.

~~The~~1800 ~~Company~~Diagonal ~~incurred~~Lending ~~approximately~~(“diagonal ~~$5,000 of interest during the six months ended June 30, 2023. The Company amortized through interest expense approximately $~~#2~~,300 of debt discount from the original issue discount.~~”)

~~Fourth~~On ~~Man~~July ~~LLC~~12, 2023, the Company issued a convertible promissory note to Diagonal for $40,000 of cash consideration, net of $7,250 of financing costs and original issue discount, for principal amount of $47,250. The interest rate under the convertible promissory note is 9% per year or 22% upon an event of default, and the principal and all accrued but unpaid interest are due on April 12, 2024. The note is convertible at any time 180 days following issuance at a discount to market price, as a result the note is not convertible as of September 30, 2023. The note includes a prepayment feature at a premium of 28% from the issuance date and up to 180 days. The note includes a 50% penalty premium on unpaid principal and interest upon an event of default. The note is not in default as of September 30, 2023 (~~“Fourth~~see ~~Man”~~note 12). The Company incurred approximately $930 of interest during the three and nine months ended September 30, 2023. The Company amortized through interest expense approximately $2,110 of debt discount from the original issue discount during the three and nine months ended September 30, 2023. The remaining unamortized debt discount amounts to $5,141 as of September 30, 2023.

OnGS ~~June~~Capital ~~20,~~Partners 2023, the Company issued a convertible promissory note to Fourth Man for cash consideration of $84,475, net of $30,525 of financing costs and original issue discount for principal amount of $115,000. The interest rate under the convertible promissory note is 12% per year or 16% upon an event of default, and the principal and all accrued but unpaid interest are due on June 20, 2024. The note has a guaranteed twelve-month coupon or $13,800. The note is convertible at any time at a fixed conversion price but subject to down round protection. The note requires ten (10“GS”) ~~mandatory monthly installments starting in September 2023. The note includes a 50% penalty premium on unpaid principal and interest upon an event of default.~~

InOn ~~connection~~June ~~with~~2, 2023, the ~~issuance~~Company ofissued ~~the~~a ~~Fourth~~convertible ~~Man~~redeemable promissory note, ~~the~~to ~~Company~~GS ~~also~~for ~~issued~~cash 4proceeds of $110,~~762~~000,~~917~~ ~~common~~net ~~stock~~of ~~warrants~~$15,000 toof ~~purchase~~financing costs anand ~~equivalent number~~original issue discount for a principal amount of $125,000. The interest rate under the ~~Company’s~~convertible ~~shares~~promissory note is 8% per year or 24% upon an event of ~~common~~default, ~~stock~~and the principal and all accrued but unpaid interest are due on December 2, 2023. The ~~warrants~~note ~~have~~is convertible at any time at a fixed conversion price. ~~subject~~Upon toan ~~standard~~event ~~anti-dilution~~of ~~provisions~~default, the note is convertible at a lower fixed conversion price, ~~and~~or a ~~five-year~~variable ~~term~~rate calculated as the lowest trading price during the default period. The note can be prepaid without penalty. Any sale event would result in a premium to the principal of 50%.

The Company incurred approximately $135,~~800~~014 of interest during the ~~six~~nine months ended ~~June~~September 30, 2023. The Company amortized through interest expense approximately $29,~~600~~840 of debt discount from the original issue discount, ~~deferred~~during ~~financing~~the ~~costs~~nine months ended September 30, ~~proceeds~~2023. ~~allocated~~The remaining unamortized debt discount amounts to ~~the~~approximately ~~warrants~~$5,160 ~~and~~as ~~the~~of ~~derivative liability~~September 30, 2023.

Fourth Man LLC (“Fourth Man”) in technical default

On June 20, 2023, the Company issued a convertible promissory note to Fourth Man for cash consideration of $84,475, net of $30,525 of financing costs and original issue discount for principal amount of $115,000. The interest rate under the convertible promissory note is 12% per year or 16% upon an event of default, and the principal and all accrued but unpaid interest are due on June 20, 2024. The note has a guaranteed twelve-month coupon or $13,800. The note is convertible at any time at a fixed conversion price initially set at $0.05, but subject to down round protection. The note requires ten (10) mandatory monthly installments starting in September 2023. The note includes a 50% penalty premium on unpaid principal and interest upon an event of default.

Fourth Man note is in technical default as of September 30, 2023, as the Company entered into a variable rate transaction and also failed to make the required monthly amortization payment to Fourth Man pursuant to the terms of the promissory note agreement. Upon the occurrence of any event of default the holder can adjust the conversion price to $0.0014 per share of Common Stock. As the note is in technical default, the Company accrued $64,400 of default penalty premium, which is reported in accounts payable and accrued liabilities in the consolidated condensed balance sheet as of September 30, 2023.

In connection with the issuance of the Fourth Man note, the Company also issued 4,762,917 common stock warrants to purchase an equivalent number of the Company’s shares of common stock. The stock warrants have a fixed conversion price subject to standard anti-dilution provisions and a five-year term.

The Company incurred $13,800 of interest during the nine months ended September 30, 2023. The Company amortized through interest expense approximately $26,585 of debt discount from the original issue discount, deferred financing costs, proceeds allocated to the warrants and the derivative liability during the nine months ended September 30, 2023. The remaining unamortized debt discount amounts to $68,808 as of September 30, 2023.

Pacific Pier Capital (“Pacific”) – In default from cross default

On August 29, 2023, the Company issued a convertible promissory note to Pacific for cash consideration of $43,400, net of $16,600 of financing costs and original issue discount for principal amount of $60,000. The interest rate under the convertible promissory note is 12% per year or 16% upon an event of default, and the principal and all accrued but unpaid interest are due on August 29, 2024. The note has a guaranteed twelve-month coupon or $7,200. The note is a self-amortization note with required repayments starting on November 29, 2023. The note includes a 50% penalty premium on unpaid principal and interest upon an event of default. Following the occurrence of default of Fourth Man, the Pacific note was considered in technical default pursuant to the cross-default provision of the agreement as of September 30, 2023. The Company accrued $33,600 of penalty resulting from this default representing 50% of the principal and interest as of September 30, 2023, which is reported in accounts payable and accrued liabilities as of September 30, 2023.

The note is convertible upon an event of default at a fixed conversion rate, subject to down round provision.

During the nine months ended September 30, 2023, the Company incurred $7,200 of interest. Accrued interest was $7,200 as of September 30, 2023. The Company amortized through interest expense approximately $1,452 of debt discount from the original issue discount. The remaining unamortized debt discount amounts to $15,150 as of September 30, 2023.

In addition, the Company issued 6,000,000 common stock purchase warrants to Pacific to acquire an equivalent number of the Company’s common stock. Such warrants are exercisable at any time after issuance at a strike price of $0.02 and subject to adjustments with a term of five years and contain a cashless feature. The Company determined that the fair value of these warrants was de minimis on grant date.

NOTE 6 – SHORT TERM LIABILITIES

As of ~~June~~September 30, 2023, and December 31, 2022, short term debt was comprised of the following:

Schedule of Short Term Debt

	Original		Original	~~Original~~Due	~~Due~~Interest	~~Interest~~September 30,		~~June 30,~~		December 31,		~~December 31,~~
	Note Amount		Note Date	~~Note~~ Date	~~Date~~Rate	~~Rate~~2023		~~2023~~		2022		~~2022~~
Carolyn Hamburger (past maturity)		100,000		12/12/2014	12/12/2019	10%			100,000				100,000
Carolyn Hamburger (in default)	100,000		12/12/2014	12/12/2019	10%		100,000				100,000
Doris Notter (past maturity)		10,000		12/31/2014	12/31/2019	15%			10,000				10,000
Doris Notter (in default)	10,000		12/31/2014	12/31/2019	15%		10,000				10,000
Maguire & Associate		1,008,919		9/30/2022	12/31/2022	0%			23,253				1,008,920
Charles Hatley	25,000		9/29/2023	9/28/2024	10%		25,000				—
Maguire & Associate		1,368,394		9/30/2022	12/31/2022	0%			—				1,368,394
Direct Capital cash advances	3,757		—	—	—		3,757				—
Total short-term liabilities								$	133,253			$	2,487,314
Maguire cash advances	22,895		—	—	—		22,895				—
Accrued interest								$	43,548			$	37,846
Maguire & Associate	1,008,919		9/30/2022	12/31/2022	0%		—				1,008,920
Maguire & Associate	1,368,394		9/30/2022	12/31/2022	0%		—				1,368,394
Total short-term liabilities						$	161,652			$	2,487,314
Accrued interest						$	46,447			$	37,846

Carolyn Hamburger (in default)

On December 12, 2014, the Company’s predecessor Matrix received a $100,000 loan from Carolyn Hamburger at 10% interest evidenced by a note for $100,000 issued by Matrix. The note matured on December 12, 2019. The note is secured by the Company’s emulsification equipment acquired in the Matrix Acquisition. This Note does not convert into securities of the Company. As of ~~June~~September 30, 2023, and ~~December~~ December 31, 2022, the note had a principal balance of $100,000. Accrued interest totaled $3033,~~800~~321 and $25,841, as of ~~June~~September 30, 2023, and December 31, 2022, respectively.

During the ~~six~~nine months ended ~~June~~September 30, 2023, the Company paid $0 of interest in cast and incurred $47,~~960~~480 of interest. This note is currently ~~past~~ past maturity, but no notice of default has been received by the Company as of ~~June~~September 30, 2023

~~Doris Notter~~19

~~On December 31, 2014, Matrix received a $10,000 unsecured loan from~~ Doris Notter at(in 15% interest and a maturity date of December 31, 2019. As of June 30, 2023, and December 31, 2022, the note had a principal balance of $10,000. Accrued interest was $12,748 and 12,004 as of June 30, 2023, and December 31, 2022, respectively. No payment was made during the six months ended June 30, 2023. This note is currently past maturity, but no notice of default ~~has been received by the Company as June 30, 2023.~~)

18On December 31, 2014, Matrix received a $10,000 unsecured loan from Doris Notter at 15% interest and a maturity date of December 31, 2019. As of September 30, 2023, and December 31, 2022, the note had a principal balance of $10,000. Accrued interest was $13,126 and 12,004 as of September 30, 2023, and December 31, 2022, respectively. No payment was made during the nine months ended September 30, 2023. This note is currently past maturity, but no notice of default has been received by the Company as September 30, 2023.

Maguire and Associates Inc. #1 (“Maguire”)

On September 30, 2022, Maguire and Associates Inc. converted all of the outstanding convertible notes from Optempus Investments LLC, Direct Capital Group, Inc., and C Group LLC for a total principal balance of $834,000 with the issuance of a non-interest promissory note in the amount of $1,008,920 with a maturity date of December 31, 2022. The note is secured with $1,100,000 of Preferred Series A with a stated value of $10 per share or 110,000 shares of Preferred Series A. Pursuant to the default provision, the Company issued 110,000 Series A preferred stock with a stated value of $1,100,000 for full settlement of the principal amount, which resulted in the recognition of $91,081 loss from debt extinguishment. ~~During the six months ended June 30, 2023, Maguire paid $23,253 of corporate expenses.~~

~~Maguire~~During ~~and~~the ~~Associates~~nine ~~Inc.~~months ~~#2(“~~ended September 30, 2023, Maguire”) paid $22,895 of working capital expenses of the Company.

~~On September 30, 2022, the Company executed a debt settlement agreement with~~ Maguire ~~& Associates, LLC, a holder of convertible notes~~ ~~in the aggregate principal amount of $1,368,394. Maguire accepted to cancel all of the convertible notes, inclusive of the principal~~ and ~~all~~Associates ~~accumulated interest and penalties in exchange for an interest free promissory note in the amount of $1,368,394~~Inc. ~~The~~#2 ~~principal is due on December 31, 2022~~ (“~~Due date~~Maguire”). The promissory note will be secured by 200,000 Shares of Preferred Series A with a stated value of $2,000,000. The secured Series A preferred stock will be fully earned if the Company fails to repay the promissory note at its due date. The Company may prepay the promissory note without any penalties. Pursuant to the default provision, the Company issued 200,000 Series A preferred stock with a stated value of $2,000,000 for full settlement of the principal amount, which resulted in the recognition of $631,606 loss from debt extinguishment.

On September 30, 2022, the Company executed a debt settlement agreement with Maguire & Associates, LLC, a holder of convertible notes in the aggregate principal amount of $1,368,394. Maguire agreed to cancel all of the convertible notes, inclusive of the principal and all accumulated interest and penalties in exchange for an interest free promissory note in the amount of $1,368,394. The principal is due on December 31, 2022 (“Due date”). The promissory note will be secured by 200,000 Shares of Preferred Series A with a stated value of $2,000,000. The secured Series A preferred stock will be fully earned if the Company fails to repay the promissory note at its due date. The Company may prepay the promissory note without any penalties. Pursuant to the default provision, the Company issued 200,000 Series A preferred stock with a stated value of $2,000,000 for full settlement of the principal amount, which resulted in the recognition of $631,606 loss from debt extinguishment. The note if fully settled as of September 30, 2023.

Charles Hatley – unsecured promissory note

During the nine months ended September 30, 2023, the Company issued a $25,000 unsecured promissory note with a one-year term. The note carries a coupon of 10%. The interest of $2.500 is guaranteed at issuance. In the event the Company fails to pay the principal and guaranteed interest at maturity, the Company is required to issue 2,000 Series A preferred stock as collateral. The shares have not yet been issued as of September 30, 2023. The Company incurred $2,500 of interest expense in the three and nine months ended September 30, 2023. Accrued interest was $2,500 as of September 30, 2023.

NOTE 7 – COMMON CONTROL BUSINESS ACQUISITION

On October 1, 2022, the Company entered into a share exchange agreement (the “agreement”) with Cal Care Group, Inc (“Cal Care” or the “seller”), and William Reed, the Company’s President, Chief Executive Officer, director and controlling shareholder of the Company and sole shareholder of Cal Care.

Cal Care is a licensed delivery and distribution company with locations in Southern and Northern California.

The agreement provides for the acquisition by the Company of all of the issued and outstanding shares of Cal Care for a contractual consideration of $5,000,000, payable by the issuance of 500,000 shares of the Company’s Series A Preferred Stock with a stated value of $10 per share.

The Company accounted for this transaction as a common control business combination under ASC 805-50 Business Combinations Related Issues. The Company recognized the assets and liabilities at their carrying amounts in the financial statements of Cal Care on the date of transfer. The difference between the proceeds transferred and the carrying amounts of the net assets was considered equity transactions that was eliminated in consolidation, and no gain or loss was recognized in the consolidated financial statements of CuraScientific Corp.

The acquisition-date fair value of the consideration transferred is as follows:

		April 5, 2023
Fair value of Series A preferred stock		$	1,700,000

The Company issued 500,000 shares of Series A preferred stock. The fair value of the non-monetary exchange was determined based on a valuation report obtained from an independent third-party valuation firm. The fair value of the Company’s Series A preferred was determined based on a weighted combination of income approach and market approach. The income approach estimates fair value based on a three-year discounted cash flow model. The market approach estimates fair value based on comparable transactions.

The assets and liabilities and operations of the two entities were combined at their historical carrying amount and all historical periods were adjusted as if the businesses had always been combined since the common control transaction resulted in a change in the reporting entity. Indeed, as the two entities have never been presented together, the resulting financial statements are effectively considered to be those of a different reporting entity. The change in reporting entity requires retrospective combination of the entities for all periods presented as if the combination had been in effect since inception of common control in accordance with ASC 250-10-45-21. Both entities ~~became~~are under common control since November 8, 2022, at which time, the Company’s Chief Executive Officer was granted 1,000 super voting rights shares of Series B preferred stock.

The results of operations of CuraScientific Corp. and Cal Care Group are combined in the period in which the transfer occurs as through the entities had been combined as of the beginning of the period. As such, the results of operations include the results of operations of CuraScientific Corp. and Cal Care for the three and ~~six~~nine months ended ~~June~~ September 30, 2023.

NOTE 8 – RELATED PARTY TRANSACTIONS

Mr. William Reed, Chairman, Chief Executive Officer, President, Secretary, Treasurer, and Director and previous sole shareholder of Cal Care.

On September 7, 2022, the Company appointed William Reed as Chairman, Chief Executive Officer, President, Secretary, Treasurer, and Director of the Company. The Company and Mr. Reed entered into an employee agreement that includes an annual salary of $200,000 and 15,000 shares of the Company’s Series A Preferred Stock with a stated value of $150,000.

During the ~~six~~nine months ended ~~June~~September 30, 2023, the Company accrued wages of $~~100~~50,000 and paid $38177,~~898~~769 of ~~accrued~~ compensation. The balance of accrued wages was $~~127,769~~0 and $66,667 as of ~~June~~September 30, 2023, and December 31, 2022, respectively.

During the ~~six~~nine months ended ~~June~~September 30, 2023, the Company issued 500,000 shares of Series A pursuant to the acquisition of Cal Care (note 7).

During the ~~six~~nine months ended ~~June~~September 30, 2023, the Company issued 120,000,000 shares of common stock from the conversion of 120,000 Series A preferred stock.

During the nine months ended September 30, 2023, the Company issued 2,323,529,411 shares of common stock from the conversion of 395,000 Series A preferred stock. The Company issued shares of common stock at a discount to the market, which is in contravention of the conversion rate pursuant to the certificate of designation of the Series A, which resulted in the issuance of additional 677,696,078 shares of common stock, with an estimated fair value of $1.6 million, which is presented as a non-cash expense in the consolidated condensed statement of operations in the nine months ended September 30, 2023.

Mr. Justin Gonzalez, Former Chief Executive Officer and New Chief Operating Officer and a Director

On March 2, 2020, the Company appointed Justin Gonzalez as Chief Executive Officer of the Company. The Company and Mr. Gonzalez entered into an employment agreement that includes an annual salary of $200,000 and $100,000 to be issued in common stock. Unpaid wages will accrue interest at 6% per annum and may be converted to restricted common stock at fair market value at the time of conversion.

On September 7, 2022, Justin Gonzalez resigned from his position of Chief Executive Officer. Justin Gonzalez will continue to serve as a director and Chief Operating Officer of the Company. The Company entered into a resignation and settlement agreement with Justin Gonzalez under which all prior agreements were terminated, and the Company agreed to pay Justin Gonzalez $250,000 on or prior to August 29, 2024, to satisfy all accrued obligations owed in the aggregated amount of $492,777. In the event~~, the~~ the Company fails to the settlement amount when due, such amount will increase by 200% and will begin to accrue interest at a rate of ~~ten~~ ten percent (10%) per annum.

The balance of accrued compensation pursuant to the terms of the resignation and settlement agreement is $250,000 and is presented in the related party liabilities (non-current) in the consolidated balance sheet as of ~~June~~ September 30, 2023, and December 31, 2022.

On September 7, 2022, the Company entered into an employment agreement with Justin Gonzalez as Chief Operating Officer. Pursuant to the employment agreement, Justin Gonzalez will receive an annual salary of $100,000, which may be paid by the issuance of shares of the Company’s Series A preferred stock.

During the ~~six~~nine months ended ~~June~~September 30, 2023, the Company incurred a total of $50,000 of compensation and paid $0 compensation. The balance of accrued wages was $83,333 and $33,333 as of ~~June~~September 30, 2023, and December 31, 2022, respectively. On July 1, 2023, the Company terminated the employment agreement of Jason Gonzalez as Chief Operating Officer, but he remains a director of the Company.

Mr. Eric Watson, former Chief Operating Officer, and Director

On March 2, 2020, the Company appointed Eric Watson as Chief Operating Officer and a ~~Director~~director of the Company. The Company and Mr. Watson entered into an employee agreement that includes an annual salary of $162,000 and $50,000 to be issued in common stock. Unpaid wages will accrue interest at 6% per annum and may be converted to restricted common stock at fair market value at the time of conversion.

On September 7, 2022, Eric Watson resigned from his position of Chief Operating Officer. The Company entered into a resignation and settlement agreement with Eric Watson under which all prior agreements were terminated, and under which, the Company agreed to pay Eric Watson $125,150 of shares of the Company Series A to satisfy all accrued obligations owed in the aggregated amount of $250,290. The Company has agreed to repurchase the shares of Series A Preferred Stock by August 29, 2024. In the event the Company fails to the settlement amount when due, such amount will increase by 200% and will begin to accrue interest at a rate of ten percent (10%) per annum.

There was no activity during the three and ~~six~~nine months ended ~~June~~ September 30, 2023.

Paul Goyette, Director

On September 29, 2022, the Board of Directors of the Company appointed Paul Goyette to serve as a director of the Company.

Pursuant to his director’s agreement, Paul Goyette will be paid a cash fee of $2,000 per meeting and be issued 10,000 shares of the Company’s Series A Preferred Stock for a stated value of $100,000. No shares of Series A were issued as of June 30, 2023 and December 31, 2022. The Company accrued $100,000 of stock payable as of June 30, 2023 and December 31, 2022, which is presented under stock payable in the Company shareholders’ equity (deficit).22

~~Chris~~Pursuant ~~Bennett~~to his director’s agreement, ~~Chief~~Paul ~~Marketing~~Goyette ~~Officer~~will be paid a cash fee of $2,000 per meeting and be issued 10,000 shares of the Company’s Series A Preferred Stock for a ~~Director~~stated value of $100,000. No shares of Series A were issued as of September 30, 2023, and December 31, 2022. The Company accrued $100,000 of stock payable as of September 30, 2023, and December 31, 2022, which is presented under stock payable in the Company shareholders’ equity (deficit).

Chris Bennett, Chief Marketing Officer, and a director

On May 26, 2023, the Board of Directors of the Company appointed Chris Bennett to serve as Chief Marketing Officer and a director of the Company.

Mr. Bennett entered into a Board of Directors Agreement with the Company, pursuant to which Mr. Bennett will be paid a cash fee of $200 per meeting.

On May 26, 2023, the Company and Mr. Bennett entered into an employment agreement that includes an annual salary of $120,000 and $150,000 worth of shares of the Company’s Series A preferred stock. Any unpaid or accrued salary can be converted to the Company’s Series A stock upon the approval and authorization of both parties.

During the ~~six~~nine months ended ~~June~~September 30, 2023, the Company incurred a total of $2050,000 of compensation and paid $450,~~429~~000 compensation. The balance of accrued wages was $~~15,571 and $~~0 as of ~~June~~September 30, 2023, and December 31, 2022~~, respectively~~.

During the ~~six~~nine months ended ~~June~~September 30, 2023, the Company recognized $300,000 of stock-based compensation related to the 30,000 shares of ~~Series~~ Series A preferred stock, issuable pursuant to the director and employment agreements as of ~~June~~September 30, 2023. The value of the Series A are presented in stock payable in the consolidated condensed balance sheet as of September 30, 2023.

21Johann Loewen, a former director

On September 21, 2021, the Company appointed Johann Loewen as director of the Company for an initial one-year term. As director of the Company, Johann Loewen is entitled to 5,000 ~~former~~shares ~~Director~~of Series A at a stated value of $10.00 per share.

On September 217, ~~2021~~2022, ~~the~~Johann ~~Company~~Loewen ~~appointed~~resigned ~~Johann~~from ~~Loewen~~his position as director of the Company. ~~for~~The anCompany entered ~~initial~~into ~~one-year~~a ~~term.~~resignation Asand ~~director~~settlement ofagreement ~~the~~with ~~Company~~Johann Loewen under which all prior agreements were terminated, and under which, the Company agreed to pay Johann Loewen is$3,140 ~~entitled~~on or prior to 5March 1,~~000~~ ~~shares~~2023, ofto ~~Series~~satisfy Aall ataccrued aobligations ~~stated~~owed ~~value~~in the aggregated amount of $1053,140.00 ~~per share.~~ No shares have been issued as of ~~June~~September 30, 2023 and December 31, 2022 but the $50,000 liability related to the 5,000 shares of Series A was previously recorded as stock payable in the Company’s consolidated balance sheet as of December 31, 2021, which was fully reversed upon the execution of the settlement agreement in September 2022.

OnIn ~~September 7, 2022, Johann Loewen resigned from his position as director of~~ the Company. The Company entered into a resignation and settlement agreement with Johann Loewen under which all prior agreements were terminated, and under which, the Company agreed to pay Johann Loewen $3,140 on or prior to March 1, 2023, to satisfy all accrued obligations owed in the aggregated amount of $53,140. In the event, the Company fails to the settlement amount when due, such amount will increase by 200% and will begin to accrue interest at a rate of ten percent (10%) per annum.

~~There~~Edouard ~~was~~Beaudette, noa ~~activity~~former ~~during the three and six months ended June 30, 2023.~~director

On October 15, 2021, the Company appointed Edouard Beaudette as director and Chief Strategy Officer of the Company for an initial one-year term. As director of the Company, Edouard Beaudette is entitled to one-time 5,000 ~~former~~shares ~~Director~~of Series A at a stated value of $10.00 per share. Under the director’s agreement, no shares have been issued as of September 30, 2023 and December 31, 2022, and the liability is recorded as stock payable in the Company’s consolidated condensed balance sheets for a total amount of $50,000 as of September 30, 2023. Under his employment agreement, Edouard Beaudette accrued 10,000 shares of Series A with a stated value of $100,000, which are recorded and presented as stock payable as of September 30, 2023.

On October 15, 2021, the Company appointed Edouard Beaudette as director of the Company for an initial one-year term. As director of the Company, Edouard Beaudette is entitled to one-time 5,000 shares of Series A at a stated value of $10.00 per share. Under the director’s agreement, no shares have been issued as of June 30, 2023 and December 31, 2022, but the liability is recorded as stock payable in the Company’s consolidated balance sheet for a total amount of $50,000 as of June 30, 2023.

On September 3, 2022, Mr. Beaudette resigned from his position of director and the consulting agreement terminated.

There was no activity during the three and ~~six~~nine months ended ~~June~~ September 30, 2023.

NOTE 9 – PREFERRED STOCK

The Company’s authorized preferred stock at ~~June~~September 30, 2023 was 25,000,000 shares of preferred, consisting of 20,000,000 authorized ~~Series~~ Series A preferred shares, and 2,500 Series B preferred shares, all with a par value of $0.0001 per share.

As of ~~June~~September 30, 2023, and December 31, 2022, 76,~~370~~952,~~429~~029 and 6,662,422 shares of Series A Preferred Stock were issued and outstanding and 2,000 of Series B Preferred Stock were issued and outstanding, respectively.

Series A

Series A preferred stock (“Series A”) has no voting rights and have no dividends and in the event of a voluntary or involuntary liquidation, dissolution or winding-up of the Company, each share of Series A has a stated value of $10 per share. Each share of Series A is convertible to common stock at the closing price of common stock on the date of conversion.

The Company follows ASC 480-10, “Distinguishing Liabilities from Equity” in its evaluation of the accounting for the Series A Preferred Stock. ASC 480-10-25-14 requires liability accounting for certain financial instruments, including shares that embody an unconditional obligation to transfer a variable number of shares, provided that the monetary value of the obligation is based solely or predominantly on one of the following three characteristics:

■

A fixed monetary amount known at inception.

■

Variations in something other than the fair value of the issuer’s equity shares; or

■

Variations in the fair value of the issuer’s equity shares, but the monetary value to the counterparty moves in the opposite direction as the value of the issuer’s shares.

The number of shares delivered is determined on the basis of (1) the fixed monetary amount determined as the stated value and (2) the current stock price at settlement, so that the aggregate fair value of the shares delivered equals the monetary value of the obligation, which is fixed or predominantly fixed. Accordingly, the holder is not significantly exposed to gains and losses attributable to changes in the fair value of the Company’s equity shares. Instead, the Company is using its own equity shares as currency to settle a monetary obligation.

The Series A Preferred Stock has been classified as a liability in accordance with ASC 480-10 and the Company has elected to record the Series A Preferred Stock at fair value with changes in fair value recorded through earnings.

The fair value of the Series A preferred stock was determined at $3.40 per share following a combination of weighted income and market approaches, ~~which~~ which resulted in a change in the fair value of $45,344,831 during the ~~six~~nine months ended ~~June~~September 30, 2023.

For the ~~six~~nine months ended ~~June~~September 30, 2023

During the ~~six~~nine months ended ~~June~~September 30, 2023, ~~191~~620,~~993~~393 shares of Series A Preferred stock were converted to ~~142~~2,~~045~~622,~~420~~923,481 shares of common stock in accordance with the conversion terms. This resulted in the recognition of $5,912,746 of non-cash loss from conversion of Series A Preferred Stock into common stock for the nine months ended September 30, 2023.

During the ~~six~~nine months ended ~~June~~September 30, 2023, the Company issued 310,000 Series A Preferred Stock with a stated value of $3,100,000 ($10 ~~stated~~ stated value per share) for the extinguishment of $2,377,313 of principal related to the promissory notes.

~~During the six months ended June 30, 2023, the Company 20,000 Series A preferred stock for the settlement of a debt pertaining to JW Brands LLC for a total amount of $125,000.~~24

During the ~~six~~nine months ended ~~June~~September 30, 2023, the Company 40issued 20,000 Series A preferred stock ~~towards~~for the ~~purchase~~settlement ~~price~~ of ~~the~~a ~~cannabis~~debt ~~(retail, distribution,~~pertaining ~~and~~to ~~manufacturing) licenses from~~ JW Brands LLC ~~(see~~for ~~note~~a 4)total amount of $125,000.

During the ~~six~~nine months ended ~~June~~September 30, 2023, the Company ~~500~~issued 40,000 Series A preferred stock ~~for~~towards the ~~acquisition~~purchase ofprice ~~all~~ of the ~~issued~~cannabis licenses (retail, distribution, and ~~outstanding shares~~manufacturing) offrom ~~Cal~~JW ~~Care~~Brands ~~Corp~~LLC (see note 74).

~~For~~During the ~~six~~nine months ended ~~June~~September 30, ~~2022~~2023, the Company issued 500,000 Series A preferred stock for the acquisition of all of the issued and outstanding shares of Cal Care Corp (see note 7).

During the ~~six~~nine months ended ~~June~~September 30, ~~2022~~2023, ~~230,358 shares~~ ~~of Series A Preferred stock were converted to 4,391,686 shares of common stock in accordance with~~ the ~~conversion~~Company ~~terms.~~issued ~~This resulted in the recognition of $1~~10,~~515,140 of~~000 ~~non-cash loss from conversion of~~ Series A ~~Preferred~~preferred ~~Stock into common~~ stock ~~for~~pursuant ~~the~~to ~~six~~a ~~months~~settlement ~~ended June 30, 2022~~agreement.

For the nine months ended September 30, 2022

During the nine months ended September 30, 2022, 332,944 shares of Series A Preferred stock were converted to 2,929,176,111 shares of common stock in accordance with the conversion terms. This resulted in the recognition of $1,588,140 of non-cash loss from conversion of Series A Preferred Stock into common stock for the nine months ended September 30, 2022.

Series B

On November 16, 2022, the Company approved to increase the number of shares authorized from 1,000 to 2,500.

Each share of Series B preferred stock (“Series B”) is equal to and counted as four (4) times the votes of all of the shares of the Company’s common stock. The stated value of Series B is $0.0001. Series B have no conversion rights, are not entitled to dividends, and have no value in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company.

On March 2, 2020, Justin Gonzalez, the Company’s former Chief Executive Officer, was issued 1,000 Preferred Series B Shares, pursuant to the Asset Purchase Agreement dated March 2, 2020.

There was no activity during the ~~three~~nine ~~and six~~ months ended ~~June~~September 30, 2023.

NOTE 10 – COMMON STOCK

~~The~~On August 30, 2023, the Company’s ~~common~~amended ~~stock~~its atarticles ~~June~~of 30incorporation, ~~2023,~~which ~~consisted~~increased the authorized shares of 2common stock to 30,000,000,000 with ~~authorized~~par ~~common~~value of $0.0001 and the number of authorized shares ~~with~~of apreferred stock to 25,000,000 par value of $0.0001, ~~per~~which ~~share~~are comprised of 20,000,000 designated Series A shares and 2,500 designated Series B shares and 4,997,500 undesignated.

AsThe ofCompany’s ~~June~~common ~~30,~~stock ~~2023,~~at ~~and~~September ~~December 31~~30, ~~2022~~2023, ~~there~~consisted ~~were~~of ~~148~~30,~~704~~000,~~795~~000,000 ~~and~~authorized ~~6,659,375~~common shares ofwith ~~common~~a ~~stock~~par ~~issued~~value ~~and~~of ~~outstanding,~~$0.0001 per ~~respectively~~share.

~~For~~As ~~the~~of ~~six~~September ~~months~~30, ~~ended~~2023, ~~June~~and 30December 31, 2022, there were 2,629,582,856 and 6,659,375 (post 1 for 500 reverse split effective on April 24, 2023) shares of common stock issued and outstanding, respectively.

~~During~~For the ~~six~~nine months ended ~~June~~September 30, 2023~~, 191,993 shares of Series A Preferred stock were converted to 142,045,420 shares of common stock in accordance with the conversion terms.~~

~~For~~During the ~~six~~nine months ended ~~June~~September 30, ~~2022~~2023, 620,393 shares of Series A Preferred stock were converted to 2,622,923,481 shares of common stock in accordance with the conversion terms. This resulted in the recognition of $5,912,746 of non-cash loss from conversion of Series A Preferred Stock into common stock for the nine months ended September 30, 2023.

~~During the six months ended June 30, 2022, 230,358 shares of Series A Preferred stock were converted to 4,391,686 shares of common stock in accordance with the conversion terms.~~ 25

For the nine months ended September 30, 2022

Warrants

The balance and activity of all warrants outstanding as of September 30, 2023, is as follows:

Schedule of Warrants Outstanding

			Weighted Average		Weighted Average Remaining
			Exercise Price		Contractual
	Warrants		Per Share		Term (years)
Outstanding at December 31, 2022		—	$	—		—
Granted		10,762,917	$	0.03		5.0
Cancelled		—	$	—		—
Exercised		—	$	—		—
Outstanding at September 30, 2023		10,762,917	$	0.03		4.8

Exercisable at September 30, 2023		10,762,917	$	0.03		—

The Black-Scholes option pricing model is used by the Company to determine the weighted-average fair value of share-based payments. The weighted average grant date fair value of the warrants issued during the nine months ended September 30, 2023, was de minimis. The Company’s recognizes forfeitures as they occur. The fair value of the common stock purchase warrants on the grant date was determined using the following weighted-average assumptions during the nine months ended September 30, 2023 and 2022:

	For The Nine Months Ending September 30,
	2023	2022
Expected term	5	—
Expected volatility	648%-783%	—
Expected dividends	None	—
Risk-free interest rate	3.95%-4.38%	—
Forfeitures	None	—

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Licensing & distributions agreements

On April 1, 2020, the Company entered into an Exclusive Licensing Agreement with Aqueous Precision, LLC., an Oregon Corporation. The Agreement provides exclusive rights to The Proprietary Formula, developed and owned by Aqueous Precision LLC, who exclusively maintains all rights and privileges. The H+© ingredient at the center of this Agreement is an all-natural whole plant concentrate with suspended cannabinoids in an aqueous solution made from hemp. This ingredient is purposeful as a single product or in combination with other ingredients. The rights are valued at $3,300,000, based upon a five-year term.

On December 30, 2020, the Exclusive Licensing Agreement dated April 1, 2020, between the Company and Aqueous Precision was terminated by Aqueous Precision. On December 30, 2020, in connection with such termination, the 330,000 shares of Series A Preferred Stock that had been issued to Pamala Wilson, the President of Aqueous Precision, were returned to treasury.

On May 13, 2020, the Company issued 300,000 shares of Series A Preferred Stock, valued at $3,000,000 to Anthony Super, the President of C Group, Inc., pursuant to the terms of a five year exclusive distribution agreement entered into between the Company and C Group, Inc.

On April 25, 2023, Cal Care and JW Brands LLC executed an intellectual property license purchase agreement under which Cal Care acquired three cannabis licenses C9-0000183 (Retail), C11-0000327 (Distribution), and CDPH-10003817 (Manufacturing) for a total consideration of $600,000 (“purchase price”). The Company issued 40,000 shares of Series A against the purchase price. The balance of $200,000 is to be paid in $50,000 monthly increments commencing on June 1, 2023, and ending on September 1, 2023. The balance owed is $150,000 as of June 30, 2023.

Employment agreements with management and directors

William Reed, newly appointed Chief Executive Officer, President, Secretary and Chairman of the Board

On September 7, 2022, the Board of Directors of the Company appointed William J. Reed to serve as the Chairman of the Board of the Company and as its Chief Executive Officer, President, and Secretary. In connection with his appointment as Chairman and Chief Executive Officer, Mr. Reed entered into an employment agreement with the Company with a one-year term, pursuant to which Mr. Reed will be paid an annual salary of $200,000, which may be paid by the issuance of shares of the Company’s Series A Preferred Stock, and issued $150,000 of shares of the Company’s Series A Preferred Stock. The Company issued 15,000 Series A preferred stock for a total fair value of $150,000 during the year ended December 31, 2022.

Chris Bennett, Chief Marketing Officer and a Director

On May 26, 2023, Mr. Bennett entered into a director agreement with the Company, pursuant to which Mr. Bennett will be paid a cash fee of $200 per meeting and $150,000 worth of shares of Series A preferred stock.

On May 26, 2023, the Company and Mr. Bennett entered into an employment agreement that includes an annual salary of $120,000 and $150,000 of shares of the Company’s Series A preferred stock. Any unpaid or accrued salary can be converted to the Company’s Series A stock upon the approval and authorization of both parties.

During the six months ended June 30, 2023, the Company recognized $300,000 of stock-based compensation related to the 30,000 shares of Series A preferred stock, issuable pursuant to the director and employment agreements as of June 30, 2023. The value of the 30,000 shares of Series A is reported as stock payable in the Company’s shareholders’ equity (deficit) as of June 30, 2023.

Mr. Justin Gonzalez, Former Chief Executive Officer, President, Secretary, Treasurer, and Director

On September 7, 2022, March 2, 2020, the Company also entered into a resignation and settlement agreement under which the Company will pay Mr. Gonzalez $250,000 on or prior to August 29, 2024, to satisfy accrued obligations owed to him in the aggregate amount of $492,777, consisting primarily of unpaid wages. In the event the Company fails to pay the settlement amount when due, the amount will increase by 200% and begin to accrue interest at the rate of 10% per annum.

Mr. Eric Watson, former Chief Operating Officer, and Director

The Company also entered into a resignation and settlement agreement with Mr. Watson, under which all prior agreement between Mr. Watson and the Company was terminated, and under which the Company issue Mr. Watson 12,515 shares of the Company’s Series A preferred stock worth $125,150, to satisfy accrued obligations owed to him in the aggregate amount of $250,290 for unpaid wages. The Company has agreed to repurchase the shares of Series A Preferred Stock by August 29, 2024. In the event of a default by the Company to Mr. Watson, the settlement amount will increase by 200% and begin to accrue interest at the rate of 10% per annum.

Lease

Facility in Grants Pass, Oregon

The Company leases a product production and water bottling facility in Grants Pass, Oregon on a month-to-month basis at a cost of $2,000 per month.

Commercial lease in San Bernadino, CA

The Company leases property under an operating lease. For leases with terms greater than 12 months, the Company records the related assets and obligations at the present value of the lease payments over the lease term. The lease does not contain any renewal option and/or termination option that are factored into our determination of the lease payments. The Company uses its incremental borrowing rate to discount lease payments to present value, as the rate implicit in its lease is not readily determinable. The incremental borrowing rate is based on the estimated interest rate for collateralized borrowing over a similar term of the lease at the commencement date.

The Company recognized an operating lease liability in the amount of the net present value of the future minimum lease payments, and a right-of-use asset. The Company recognized an initial right of use asset of $120,389 and an equivalent amount for lease liability.

25The discount rate used for this lease was 6.75%, which was determined to be the incremental borrowing rate based on comparative secured financing in the marketplace at the inception of the fixed lease payments. Lease expense was approximately $30,543 for the nine months ended September 30, 2023.

~~The~~Future ~~discount~~estimated ~~rate~~minimum ~~used for this~~ lease ~~was~~payments ~~6.75%,~~by ~~which~~year ~~was~~and ~~determined to be the incremental borrowing rate based on comparative secured financing~~ in ~~the~~aggregate, ~~marketplace~~under at the ~~inception~~Company’s offixed ~~the~~payment ~~fixed~~operating lease ~~payments.~~consisted ~~Lease~~of ~~expense was approximately $6,000 for~~ the ~~six~~following at ~~months~~September ~~ended June~~ 30, 2023.:

Future estimated minimum lease payments by year and in aggregate, under the Company’s fixed payment operating lease consisted of the following at June 30, 2023:

	Operating
	Lease
For the twelve months ended June 30,
For the twelve months ended September 30,
2024	$	2829,750
2025		30,000
2026		30,000
2027		30,000
2028		2215,~~500~~000
Total	$	~~141~~134,~~250~~750
Less amount representing interest		(2018,~~861~~854	)
Present value of the net minimum payments	$	~~120~~115,~~389~~896

NOTE 12 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events for adjustment to or disclosure in its consolidated financial statements through the date of this report, and has not identified any recordable or disclosable events, not otherwise reported in these consolidated financial statements or the notes thereto, except for the following:

Subsequent to ~~June~~September 30, 2023, the Company issued 14181,~~626~~527,~~306~~777 shares of common stock following the conversion of 712,~~500~~700 shares of Series A preferred stock.

Subsequent to ~~June~~September 30, 2023, the Company ~~issued~~entered ~~one~~into ~~convertible~~an unsecured promissory note infor ~~the~~a principal amount of $4714,~~250~~990 ~~carrying~~with a ~~nine~~one-year ~~percent (9%) coupon and maturing nine (9) months from issuance~~term. ~~The note is convertible at a discount to market price upon passage of time.~~

26Subsequent to September 30, 2023, the Company entered into a settlement agreement with Chad Enterprises LLC pursuant to which the Company terminates the license purchase dated May 24, 2023, and cancels the 60,000 Series A preferred stock that were issuable as consideration for the acquisition of the license.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General Overview

We are an innovative bioscience company that has developed an effective germ fighter, DiOx+, a disinfectant sterilizer that kills 99.99% of harmful pathogens without dangerous toxic exposure to the user or the environment. Our DiOx+ is an activated chlorine dioxide (Cl02) broad spectrum disinfectant that kills dangerous pathogens with no residual toxicity. It protects the environment and human health from viruses, bacteria and harmful by-products left by other cleaning sanitizers, without a harsh smell or skin irritation. Our proprietary chemical formulas and processes make DiOx+ ideal for sterilizing mission critical, high value medical equipment and disinfecting air and surfaces in laboratory and hospital environments. DiOx+ helps protect agricultural crops from disease and other pathogens like mold and fungus. It is used in water treatment plants, and helps reduce operational costs in warehousing, distribution centers, and ecommerce support facilities.

On October 1, 2022, the Company executed a share exchange agreement with Cal Care Group, Inc. (“Cal Care”), a California Corporation with products and services in the cannabis retail, manufacturing, distribution, and delivery. Cal Care is a product and brand marketing company investing in operations with disruptive or hyper growth potential. Headquartered in San Jacinto, California, Cal Care’s core strategic business is its end-market access as a central player in the growing California cannabis delivery marketplace while developing its in-house cannabis production capacity to verticalize operations in the space.

Cal Care Grp is a product and brand marketing company investing in operations with disruptive or hyper growth potential. Headquartered in San Jacinto, California, the company’s core strategic business is its end-market access as a central player in the growing California cannabis delivery marketplace while developing its in-house cannabis production capacity to verticalize operations in the space.

Through a combination of organic growth and strategic acquisitions, Cal Care Grp has a full farm-to-door vertically integrated cannabis business. The Cannabis portfolio includes their own brands and contracted brands as follows: Lucky Fortune, Uncle Jerry, Hell Yeah Dude, Dogma, Nothing, Muscrow, Wicked Wolf, and the THC Design brands.

~~Results of Operations for the Six Months Ended June 30, 2023, and 2022~~28

	For the Six Months ended June 30,
	2023			2022			Change ($)		Change (%)
Revenue	$	822,127		$	34,434			787,693		2,288	%
Cost of revenue		456,629			12,514			444,115		3,549	%
Gross profit		365,498			21,920			343,578		1,567	%
Operating expenses		3,000,984			1,137,796			1,863,188		164	%
Loss from operations		(2,635,486	)		(1,115,876	)		1,519,610		136	%
Other income (expense)		43,706,167			(2,687,955	)		46,394,122		1,726	%
Net income (loss)	$	41,070,681		$	(3,803,831	)	$	44,874,512		1,180	%

Results of Operations for the Nine Months Ended September 30, 2023, and 2022

	For the Nine Months ended September 30,
	2023			2022			Change ($)			Change (%)
Revenue	$	1,052,401		$	34,434			1,017,967			2,956	%
Cost of revenue		577,224			12,514			(564,710	)		4,512	%
Gross profit		475,177			21,920			453,257			2,068	%

Operating expenses		3,996,163			1,752,745			(2,243,418	)		128	%

Loss from operations		(3,520,986	)		(1,730,825	)		(1,790,161	)		103	%

Other income (expense)		38,875,188			(1,878,883	)		40,754,071			2,169	%

Net income (loss)	$	35,354,202		$	(3,609,708	)	$	38,963,910			1,079	%

Revenue

Revenue increased by $~~787~~1,~~693~~017,967 or 2,~~288~~956% from the comparable period in previous year to $~~822~~1,~~127~~052,401 during the ~~six~~nine months ended ~~June~~September 30, 2023, compared to $34,434 during the previous period. The increase results from the cannabis business revenue generated from the Cal Care acquisition. ~~Indeed,~~ Cal Care is a California corporation with products and services in the cannabis retail, manufacturing, and delivery.

Cost of Revenue

The Company’s cost of revenue was $~~456~~577,~~629~~224 for the ~~six~~nine months ended ~~June~~September 30, 2023, an increase of $~~444~~564,~~115~~710 or approximately 34,~~549~~ 512 %, compared to $12,514 for the ~~six~~nine months ended ~~June~~September 30, 2022. The increase relates to the corresponding cost attributable to the ~~cannabis~~ cannabis revenue generated by the Company following the acquisition of Cal Care.

Operating Expenses

Operating expenses were $3,~~000~~996,~~984~~163 for the ~~six~~nine months ended ~~June~~September 30, 2023, an increase of $12,~~863~~243,~~188~~418 or ~~164~~128% compared to $1,~~137~~752,~~796~~745 for the ~~six~~ nine months ended ~~June~~September 30, 2022. The increase was primarily due to a $1,275,000 impairment loss attributable to the full impairment of the remaining capitalized licensing fees from the C Group agreement, an increase of ~~approximately~~ $~~300~~159,000 in stock-based compensation, ~~related~~an increase toin ~~the~~licensing ~~Series~~fees Aamortization ~~preferred~~of ~~stock~~$650,226 ~~issuable~~due to the ~~new~~acquisition ~~director, and an increase~~ of ~~approximately $125,000 in~~ the ~~amortization~~various ofcannabis ~~capitalized licensing fees~~licenses.

Other Income (Expense)

Other income for the ~~six~~nine months ended ~~June~~September 30, 2023, was $4338,~~706~~875,~~167~~188, compared to other expense of $21,~~687~~878,~~955~~883 for the ~~six~~nine months ended ~~June~~ September 30, 2022.

Other income for the ~~six~~nine months ended ~~June~~September 30, 2023, consisted of $~~592~~356,~~673~~963 of income resulting from the change in fair value of derivatives, $45,344,831 of income resulting from the mark to market of the fair value of the liability classified Series A preferred stock, offset by $41196,~~490~~550 of interest expense, $15,~~469~~912,~~800~~746 of loss on Series A Preferred Stock conversion to common stock and $722,687 of loss on debt extinguishment.

Other ~~expenses~~expense for the ~~six~~nine months ended ~~June~~September 30, 2022, consisted of $~~359~~1,~~208~~239,397 of expense resulting from the change in fair value of derivatives, $~~813~~1,~~607~~211,471 of interest expense, ~~and~~ $1,~~515~~588,140 of loss on Series A ~~Preferred~~preferred ~~Stock~~stock conversion to common stock, offset by $2,160,125 of gain from debt extinguishment.

Net Income (Loss)

Net income for the ~~six~~nine months ended ~~June~~September 30, 2023, was $4135,~~070~~354,~~681~~202, compared to a net loss of $3,~~803~~609,~~831~~708 for the ~~six~~nine months ended September ~~June~~ 30, 2022. The increase in our net income resulted from the changes outlined above.

Results of Operations for the Three Months Ended ~~June~~September 30, 2023, and 2022

For the Three Months ended June 30,

For the Three Months ended September 30,

2023

2022

Change ($)

Change (%)

Revenue

~~441~~230,~~377~~274

~~8,983~~—

~~432~~230,~~394~~274

~~4,813~~100

Cost of revenue

~~219~~120,~~692~~595

~~4,229~~—

~~215~~(120,~~463~~595

)

~~5,094~~100

Gross profit

~~221~~109,~~685~~679

~~4,754~~—

~~216~~109,~~931~~679

~~4,563~~100

Operating expenses

2995,~~568,663~~179

~~531~~614,~~263~~949

2(353,~~037,400~~230

)

~~383~~57

Loss from operations

(2885,~~346,978~~500

)

(~~526~~614,~~509~~949

)

1(270,~~820,469~~551

)

~~346~~44

Other income (expense)

43(4,~~621~~830,~~924~~979

)

1809,~~290,213~~072

42(5,~~331~~640,~~711~~051

)

~~3,281~~697

Net Income

41(5,~~274~~716,~~946~~479

)

~~763~~194,~~704~~123

40(5,~~511~~910,~~242~~602

)

53,~~305~~044

Revenue

Revenue increased by $~~432~~230,~~394~~274 or ~~4,813~~100% from the comparable period in previous year to $~~441~~230,~~377~~274 during the three months ended ~~June~~September 30, 2023, compared to $~~8,983~~0 during the previous period. The increase results from the cannabis business revenue generated from the Cal Care acquisition. ~~Indeed,~~The ~~Cal~~Company ~~Care~~had islimited arevenue ~~California~~generating ~~corporation~~activities ~~with~~prior ~~products~~to ~~and services in~~ the ~~cannabis~~acquisition ~~retail,~~of ~~manufacturing,~~Cal ~~and delivery~~Care.

Cost of Revenue

The Company’s cost of revenue was $~~219~~120,~~692~~595 for the three months ended ~~June~~September 30, 2023, an increase of $~~215~~120,~~463~~595 or ~~approximately~~100 ~~5,094~~ %, compared to $~~4,229~~0 for the three months ended ~~June~~September 30, 2022. The increase relates to the corresponding cost attributable to the cannabis ~~revenue~~ revenue generated by the Company following the acquisition of Cal Care.

Operating Expenses

Operating expenses were $2995,~~568,663~~179 for the three months ended ~~June~~September 30, 2023, an increase of $2353,~~037,400~~230 or ~~383~~57% compared to $~~531~~614,~~263~~949 for the three months ended ~~June~~September 30, 2022. The increase was primarily due to aan increase of $1525,~~275,~~000 ~~impairment~~in ~~loss~~licensing ~~attributable~~fees ~~to the full impairment of the remaining capitalized cost of the C Group licenses~~amortization, an increase of approximately $~~485~~179,000 in ~~stock-based~~general ~~compensation related to the Series A preferred stock issuable to the new director pursuant to employment~~ and ~~director~~administrative ~~agreements~~expense, ~~and~~offset anby ~~increase~~a decrease of approximately $94204,000 ofin ~~general and administrative expenses~~salaries.

Other Income (Expense)

Other ~~income~~expense for the three months ended ~~June~~September 30, 2023, was $434,~~621~~830,~~924~~979, compared to other income of $1809,~~290,213~~072 for the three months ended September ~~June~~ 30, 2022.

Other ~~income~~expense for the three months ended ~~June~~September 30, 2023, consisted of $ ~~$45~~155,~~344,831~~060 of ~~income resulting from the mark to market of the fair value of the liability classified Series A preferred stock, offset by $34,216 of~~ interest expense, $14,~~469~~442,~~800~~946 of loss on Series A Preferred Stock conversion to common stock and $~~218~~235,~~891~~710 of expense resulting from the change in fair value of derivatives,.

~~Other income for the three months ended June~~ 30, 2022, consisted of $2,120,071 of income resulting from the change in fair value of derivatives, $445,313 of interest expense, and $384,545 of loss on Series A Preferred Stock conversion to common stock.

~~Net~~Other income for the three months ended September 30, 2022, consisted of 2,160,125 of gain from debt conversion, offset by $880,189 of loss resulting from the change in fair value of derivatives, $397,864 of interest expense, and $73,000 of loss on Series A Preferred Stock conversion to common stock and $2,160,125 of gain from debt conversion.

Net income ~~for the three months ended June 30, 2023, was $41,274,946 compared to $763,704 for the three months ended June 30, 2022. The increase in our net income resulted from the changes outlined above.~~(expense)

Net loss for the three months ended September 30, 2023, was $5,716,479 compared to net income of $194,123 for the three months ended September 30, 2022. The decrease in our net income resulted from the changes outlined above.

Liquidity and Capital Resources

Our working capital deficiency as of ~~June~~September 30, 2023, and December 31, 2022, was as follows:

	June 30, 2023			December 31, 2022
	September 30, 2023			December 31, 2022
Current Assets	$	~~352~~1,~~108~~079,707		$	39,868
Current Liabilities	$	2726,~~013~~057,~~738~~272		$	70,809,778
Working Capital Deficit	$	(2624,~~661~~977,~~630~~565	)	$	(70,769,910	)

29The overall working capital deficit decreased from $70,769,910 at December 31, 2022, to $24,977,565 at September 30, 2023. The current liabilities primarily consist of accounts payable, loans payable, convertible notes payable, derivative liability from the bifurcated conversion feature embedded in the hybrid debt instruments, related party liabilities, and liability-classified Series A Preferred Stock. The decrease in working capital deficit is mainly attributable to the mark to market of the Company’s Series A Preferred stock during the nine month ended September 30, 2023 for approximately $45.3 million, which was reported under other income in the consolidated condensed statement of operations for the nine months ended September 30, 2023.

The ~~overall~~following ~~working~~is ~~capital~~selected ~~deficit~~information ~~decreased~~ from ~~$70,769,910 at December 31, 2022, to $26,661,630 at June 30, 2023. The current liabilities primarily consist of accounts payable, loans payable, convertible notes payable, derivative liability from~~ the ~~bifurcated~~statements conversion feature embedded in the hybrid debt instruments, related party liabilities, and liability-classified Series A Preferred Stock. The decrease in working capital deficit is mainly attributable to the mark to market of ~~the~~cash ~~Company’s~~flow ~~Series A Preferred stock during the six month ended June 30, 2023~~ for ~~approximately $45.3 million, which was reported under other income in~~ the ~~consolidated~~nine ~~statement of operations for the three and six~~ months ended ~~June~~September 30, 2023. and 2022:

The following is selected information from the statements of cash flow for the six months ended June 30, 2023:

	September 30,			September 30,
	2023			2022
Cash used in Operating Activities	$	(304,256	)	$	(253,664	)
Cash provided by (used in) Investing Activities	$	(20,948	)	$	(14,914	)
Cash provided by Financing Activities	$	365,985		$	245,394
Net increase (decrease) in Cash During Period	$	40,781		$	(23,184	)

	June 30,			June 30,
	2023			2022
Cash used in Operating Activities	$	(49,327	)	$	(253,151	)
Cash provided by (used in) Investing Activities	$	76,738		$	(14,914	)
Cash provided by Financing Activities	$	254,185		$	245,394
Net increase (decrease) in Cash During Period	$	281,596		$	(22,671	)

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources that are material to shareholders.

Seasonality

Management does not believe that our current business segment is seasonal to any material extent.

Critical Accounting Polices

There have been no material changes to our critical accounting policies, as compared to the critical accounting policies and significant judgments and estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on April 17, 2023.

Contingencies

For a discussion of contingencies, see Note 11, Commitments and Contingencies, to the Notes to the Consolidated ~~Financial~~condensed ~~Statements in “Part I, Item 1. Consolidated~~ Financial Statements ~~(Unaudited)”~~ of the Quarterly Report.

Off-balance Sheet Arrangements

During the period ended ~~June~~September 30, 2023, we have not engaged in any off-balance sheet arrangements.

Recent Accounting Pronouncements

For a listing of our new and recently adopted accounting standards, See Note 2, Summary of Significant Accounting Policies, to the note to the consolidated condensed financial statements ~~in “Part I, Item 1. Consolidated Financial Statements (Unaudited)”~~ of this Quarterly Report.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required under Regulation S-K for “smaller reporting companies.”

Item 4. Controls and Procedures

The Company’s Principal Executive Officer and Principal Financial Officer (the Certifying Officers) are responsible for establishing and maintaining disclosure controls and procedures for the Company. An evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) was carried out by us under the supervision and with the participation of our Certifying Officers. Based upon that evaluation, our Certifying Officers have concluded that as of ~~June~~September 30, 2023, our disclosure controls and procedures, that are designed to ensure (i) that information we are required to disclose in in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) that such information is accumulated and communicated to management, including our Certifying Officers, in order to allow timely decisions regarding required disclosure, were not effective.

As of ~~June~~September 30, 2023, based on evaluation of these disclosure controls and procedures, management concluded that our disclosure controls and procedures were not effective. We will be required to spend time and resources hiring and engaging additional staff and outside consultants with the appropriate experience to remedy the weaknesses described below. We cannot assure you that management will be successful in locating and retaining appropriate candidates or that newly engaged staff or outside consultants will be successful in remedying material weaknesses thus far identified or identifying material weaknesses in the future.

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following two material weaknesses which have caused management to conclude that as of ~~June~~September 30, 2023, our disclosure controls and procedures were not effective at the reasonable assurance level:

1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the ~~six~~nine months ended ~~June~~September 30, 2023. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a ~~material~~ material weakness.

2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the authorization of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. The recording of transactions function is maintained by a third-party consultant whereas authorization and custody remains under the Company’s Chief Executive Officer’s responsibility. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

Changes in Internal Control over Financial Reporting

There has been no change to our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

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

During the ~~six~~nine months ended ~~June~~September 30, 2023, the Company issued an aggregate of ~~142~~2,~~045~~622,~~420~~923,481 shares of common stock pursuant to the conversion of ~~191~~620,~~993~~393 Series A Preferred stock.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

(a) Exhibits

Exhibit No.		Description
31.1*		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

101*		Inline XBRL Document set for the financial statements and accompanying notes in Part I, Item 1, of this Quarterly Report on Form 10-Q.

104*		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

Exhibits designated by the symbol * are filed or furnished with this Quarterly Report on Form 10-Q

3233

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.

Signature	Title	Date
/s/ William Reed	President, Chief Executive Officer, Secretary, Treasurer and Chairman of the Board	~~August~~December 218, 2023
William Reed	(Principal Executive, Financial and Accounting Officer)

3334

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