Competitive Business Conditions

On February 10, 2022, Soul Inc. (“ADOB,” or the “Company”) entered into a share exchange agreement (the “Share Exchange Agreement”) with MySpray Therapeutics Inc. (“MySpray”), an Saskatchewan, Canadian corporation, Nichol Martinuik (“Martinuik”) and Strategy; Our PositionRachel Martinuik (“R. Martinuik”), the sole officers, directors, and shareholders of MySpray, Qatar Consulting Inc. & Company (“Qatar”), Broadway Creative Consultants Corp. (“Broadway”), and David Lazar (“Lazar”), as the sole officer and director of ADOB and the managing member of Activist Investing LLC. Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of MySpray was exchanged for (i) 51,110,500 shares of common stock of the Company at the Closing, and (ii) an additional 593,779,000 shares of common stock of ADOB, issued upon the increase in authorized shares of common stock of ADOB to 700,000,000, each of which is to be issued to Martinuik, R. Martinuik, Qatar, Broadway, and Activist, pro-rata, in accordance with the Share Exchange Agreement. The former stockholders of MySpray acquired a majority of the issued and outstanding common stock as a result of the share exchange transaction. The transaction has been accounted for as a recapitalization of the Company, whereby MySpray is the accounting acquirer.

On April 26, 2022, Adorbs Inc. (the “Company”) terminated its engagement with AJSH & Co LLP (“AJSH”), the Registrant’s prior independent registered public accounting firm, and thereafter provided AJSH with its disclosures in the IndustryCurrent Report on Form 8-K disclosing the termination of the engagement of AJSH and requested in writing that AJSH furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. AJSH’s response is filed as an exhibit to this Current Report on Form 8-K.

The auditor reports by AJSH contained in the financial statements of the Company for the years ended December 31, 2021 and 2020, filed as part of the annual reports on Form 10-K for the years ended December 31, 2021 and 2020, did not contain an adverse opinion or disclaimer of opinion or were qualified or modified as to uncertainty, audit scope or accounting principles, other than to state that there is substantial doubt as to the Company’s ability to continue as a going concern. There had been no disagreements with AJSH on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure during the fiscal years ended December 31, 2021 and 2020, nor in the subsequent periods through April 26, 2022.

On April 26, 2022, the Board of Directors of the Company engaged BF Borgers CPA PC (“Borgers”) as its independent accountant to provide auditing services for going forward for the Company. The Company has beenterminated the engagement of AJSH. The decision to hire Borgers was approved by the Company’s Board of Directors.

Business Overview

Soul Biotechnology Corporation (“ADOB” or the “Company”) is a dormant shellUS holding company since approximately July 2019incorporated in Nevada in October 2017, which operates through the Company’s wholly owned subsidiary MySpray Therapeutics Inc. (“MySpray”), a Saskatchewan, Canada corporation incorporated on October 2, 2012.

MySpray creates innovative and under new managementclinically developed products for the global natural health community in the areas of immune function, mental health, and pain management.

MySpray Therapeutics® Inc. is currently seeking investment opportunities.the license holder of 9 Natural Product Numbers (NPN) through the Natural and Non-prescription Health Products Directorate division of Health Canada.

Patents, Trademarks, Licenses, Agreements, or Contracts

The Company does not own or license any registered intellectual property.

Research and Development

The Company engages in noWe are preparing to expand formulas to support clinical trials along with the licensing for research and development activities.in the fields of mental health and the impact of treatment protocols with phytonutrients, medicinal mushrooms, and psychedelic compounds under our current “MyShrooms” brand.

We are attempting end to end capabilities from substrate for growth, genetics, research, extraction, formulations, delivery, and distribution of the finished product. This could allow MySpray to maintain high quality control and enable us to:

Through this process, we are attempting to achieve a net zero global environmental footprint, implementing growth solutions using naturally composted substrates and by-products of manufacturing current products. MySpray is a current member of the Canadian Health Food Association (CHFA) and presently offers 5 products in the natural health marketplace, and proudly manufactures in Canada with cGMP credentials, sourced from USDA-certified organic North American producers.

MySpray is clinically developing innovative and evidence-based therapeutics that can help us generate revenue through the sales of its five products to distributors, direct wholesale to pharmacies, clinics, health stores, ecommerce and traditional retailers, along with our retail online store.

Background of the Company

MySpray Therapeutics was founded in 2012 by natural health practitioner and researcher, Nichol Martinuik, with a mission of creating the most innovative and life changing products.

The first mission was to find a solution to the low absorption rates of nutrients from pills, leading to the development of Vitamin D3 and B12 oral sprays. Sublingual and buccal absorption provides a much higher absorption by the body, eliminating the gastric breakdown through digestion. With the use of a convenient spray, it ensures that your body is receiving the maximum benefits.

MyPain LiniMint was the next product to be approved by Health Canada, after many years of clinical research and development with dimethyl sulfoxide (“DMSO”) as a topical analgesic for pain management. DMSO provides tissue penetration directly to the site of pain and inflammation, with capabilities beyond any other topically applied product. Many trials were conducted with this formula to create a balanced product that minimized the odors associated with DMSO.

MyShrooms Immunity was then developed as an immune modulator and formulated with a synergistic blend of 8 medicinal mushrooms. Fungi have been revered medically for thousands of years in their abilities to increase the immune system’s recognition and defence from daily threats. MyShrooms Defence is the evolution of the original Vitamin D3 spray, and a combination of Chaga and D3. Chaga is a potent substance containing over 200 nutrients, including vitamin D and the cofactors necessary for absorption, creating a superior formula for disease prevention.

MySpray is committed to ongoing research, and the development of innovative solutions and premium health products. Nichol is a member of the Natural Health Practitioners of Canada, and the Saskatchewan Association of Doctors of Natural Medicine. MySpray Therapeutics is proudly manufactured in Canada and a proud member of the Canadian Health Food Association.

Products

MySpray offers products in a variety of delivery systems including topical, capsules, and through a highly absorbed convenient oral spray delivery system.

MyShrooms Immune-Pro

MyShrooms Immune-Pro is a clinical strength herbal medicine to activate, balance, and support a healthy immune system. It is formulated with a powerful and unique trifecta of medicinal mushrooms, ginseng, and propolis. With potent antioxidants and powerful adaptogens it increases energy and the body’s response to stress, along with related mental and physical fatigue.

MyShrooms Defence

MyShrooms Defence is a combination of chaga, often proclaimed “king of medicinal mushrooms,” and Vitamin D. Chaga is a rich source of potent antioxidants and powerful phytochemicals, such as sterols, phenols, beta-glucans, and melanin. Vitamin D, widely known as the sunshine vitamin, is an essential hormone for disease prevention, and the regulation of minerals. Combined they strengthen the body’s natural defence system, and protect against pathogens, illness and disease.

MyShrooms Immunity

MyShrooms Immunity offers the synergistic effect of 8 medicinal mushrooms, each containing complex, unique and specific compounds providing significant health benefits throughout the whole body. As an immune modulator, it helps to activate, balance and restore a healthy immune response with a comprehensive combination of the most potent medicinal mushrooms including: Reishi, Chaga, Cordyceps, Turkey Tail, Lion’s Mane, Agaricus Blazei, Shiitake, and Maitake.

MyShrooms Energy

MyShrooms Energy is a combination of Cordyceps and Vitamin B12. Cordyceps mushroom has been used for centuries for its energizing and apoptogenic properties, as well as to support oxygen uptake, stamina, endurance, libido, kidney and adrenal health. With naturally occurring B-vitamins, it is a perfect blend to include Vitamin B12 with its essential and diverse functions in the body. B12 is involved in the maintenance of the nervous system, red blood cell production, energy metabolism and the proper functioning of our brain, heart, liver, and kidneys. Combined they contribute to optimal health, well-being, performance, mood, vitality and energy.

MyPain LiniMint

MyPain LiniMint contains 80% DMSO and delivers the deepest tissue penetration available. It is 100% natural and provides unmatched pain relief from muscle strains, joint sprains, backaches & arthritis. The powerful analgesic properties easily penetrate through the skin into all tissues, reducing pain and inflammation at the source to promote the body’s natural healing process, a remarkable advantage over other topically applied products.

With approximately 11,000 studies on DMSO, research demonstrates its analgesic properties by blocking the peripheral C nerve fibers and acts as an antioxidant neutralizing the free radicals of inflammation.

MySpray generates revenue through the sales of its five products to distributors, direct wholesale to pharmacies, clinics, health stores, ecommerce and traditional retailers, along with our retail online store.

Strategic Market Analysis

MySpray’s marketing campaign will target consumers via 5 avenues:

One of the next focuses for the Company will be exploring overseas partners due to lowered risk factors during this critical growth stage. Some of these risk reducers include but are not limited to: the payment terms (payment in full the moment it is delivered), bulk orders ($1mm+ opening orders), and guaranteed payments (via EDC). With significant inroads already completed, traction is starting to come in from large trade shows visited in China over the last several years.

In addition to the foreign markets, the more obvious focus is going to be on direct selling via online. Direct selling needs to be played cautiously and the prices need to be firmly set so that retailers are not undercut and feeling slighted by our direct selling campaigns. Immediate next steps in this area will be focusing on a social media and Google AdWord marketing campaigns. Additionally, focusing on influencers and other key market drivers that can be strategically aligned with the brand.

Lastly, MySpray wants to keep up current relationships with wholesalers/retailers and have the company better financed to be able to keep up with their consistently growing demand for the products.

Marketing Objectives

The objectives of our marketing strategy will emphasize focus on our 3 previously defined markets. In order to achieve its goal, MySpray intends to adopt the following strategies:

MySpray’s strategy is to grow the business by nurturing clients, differentiating from our competitors, particularly through solid business ethics. Alliances, collaboration and training will be conducted on a regular basis to ensure that the products are fully understood and communicated to meet customer expectation. The 4 main focuses for getting the name out and having the story properly told will be via:

Pricing

COGS for all liquids are within $.30 including warehousing and labeling of an average of $7.50, and production cost may vary +- 5% from batch to batch. All products are currently priced the same for convenience and ease.

In regards to the MyHealth App, our goal is to keep the base price relatively low $29.99/month, then have extras and extended availability of care for higher rates $99/month and up. For some that are dealing with more substantial trauma and/or needs, an a-la-carte style can be purchased to access the right specialists, one-on-one.

Pain Management

The growing baby-boomer population continues to drive demand of innovative and advanced pain relaxing medications around the western world. Additionally, the increasing number of hospitalization cases; unmet requirements for neuropathic pain management drugs; innovative and advanced applications of pain management therapies; increasing prevalence of various chronic diseases, such as cancer, and neurological problems; and increasing healthcare expenditure are also driving the growth of the global market. The growing numbers of mergers and acquisitions is a key trend observed in the market. Among the various therapeutic indications, the post-operative pain relief segment accounted for the largest share, and the low-back pain segment accounted for the second largest share in the global market.

Pain management drugs are mainly used to relieve discomfort associated with injury and surgeries. Moreover, pain management medications are used in the management of pain associated with neurological problems, migraine, cancer, orthopedic problems, low-back pain, rheumatoid arthritis, and fibromyalgia.

The stringent regulation for the approval of pain management drugs is restraining the growth of global market. High expenditure requirement in the manufacturing of pain management drugs and risks of side-effects associated with pain-killers are also hindering the growth of global market.

North America and Europe are the major markets, due to increasing prevalence of chronic diseases, and growing awareness about various types of chronic pain conditions in these regions. The U.S. followed by Canada, is the largest market for pain management drugs in North America. Whereas, the U.K., Germany and France are some of the major countries holding significant share in the European pain management drugs market.

The Asian market is growing with a significant rate, owing to huge pool of patients, and increasing healthcare spending in the region. In addition, the initiatives taken by various government associations to develop chronic pain rehabilitation centers, and increasing prevalence of various chronic diseases are also supporting the growth of the Asian pain management drugs market. The countries such as India, Japan and China, are the major markets in the region.

Apart from these regions, Latin America is another important market. This is due to increasing investments by drug manufacturing companies and growing demand of pain management medications in the region. Brazil holds the largest share in the Latin American pain management drugs market, due to the increasing support from government organizations for the development of chronic pain rehabilitation centers in the country.

Immune System

Fungi have long been used as herbal drugs in Traditional Chinese Medicine and the source of numerous pharmaceuticals. In today’s world with Covid, stress and over increased use of antibiotics our world has developed a weak immune system problem. Many people have long searched out natural remedies for this problem and have been hit with the same string of products – generic extracts/vitamins like ginseng, echinacea, vitamin C & D among others. Most of which work, however, given our current global immune suppression a more comprehensive immune system support product is being desired.

In the article titled “Immune Health Supplements Market Size [2020-2027]: Is Projected to Reach USD 29.40 Billion by 2027, Exhibiting a CAGR of 7.4%” posted to the Global Newswire News Room website on April 14, 2021, stated the COVID-19 pandemic is surging the demand for immune health supplements across the globe. This growth is attributable to the rising reconsideration of health and well-being by the masses. They are persistently striving to dodge any type of infectious disease by consuming immunity boosters. One of the significant challenges that may occur is the disruptions in the supply chain network – which was noted by The Nutrition Business Journal in April 2020.

Mental Health and Performance

Common mental health disorders are inadequately treated using traditional medications, many of which have low or variable efficacy, undesirable or dangerous side effects, and sometimes addictive properties. Traditional medications typically are prescribed for daily use over an extended period and take weeks or months to reduce symptoms. In addition to lowered quality of life for the individual, poor medication efficacy results in high societal costs in healthcare and lost productivity.

Psilocybin has been investigated as treatment for depression, anxiety disorders, obsessive-compulsive disorder, alcohol use disorder, and tobacco use disorder (Daniel and Haberman, 2017). The Johns Hopkins Center for Psychedelic & Consciousness Research has published more than 60 peer-reviewed studies showing therapeutic effects of psilocybin in patients suffering from addictions, anxiety, and treatment-resistant depression.

A key finding is that psilocybin, when combined with psychological therapy, appears to have curative potential rather than symptom management effects. 4 weeks after receiving 2 psilocybin-assisted psychotherapy sessions, 71% of study participants suffering from major depression had a reduction in symptoms, and 54% of individuals no longer met the criteria for depression (Davis et al., 2020). The lead author of the study noted that the magnitude of the effect was approximately four times larger than traditional antidepressants in the market. Similarly, 80% of cancer patients receiving 2 psilocybin sessions showed significant reductions in anxiety and depressed mood 6 months after treatment.

The work at the Johns Hopkins Center (2006, 2008) has also demonstrated that a single psilocybin session resulted in positive mood, attitude, and behavioral changes in healthy individuals, with lasting effects of 14 months or longer. A single psilocybin session increased well-being or life satisfaction in 64% of individuals. Psilocybin sessions have also been associated with increased emotional and brain plasticity (2020), including altered top-down control of emotions, increased overall brain connectivity, and enduring changes in the personality domain of openness (2011).

Customer Profile

MySpray customers will be in 4 forms:

Employees

MySpray has identified the 3 main target markets each with their own target customer profile. The Company has one employee, David Lazar.3 target markets are Immune Health, Pain Management and Mental Health/Performance (as previously outlined in this document). The broader targeted segments of the population for each are as follows (not an exhaustive list):

Employees

We currently have 5 employees, two of whom are officers and directors of ADOB and MySpray. The other 3 employees are under contractwith MySpray. They include two therapists and an officer manager. The therapists are paid per patient and therapy, have a thirty day mutual termination notice requirement and a one-year non-compete clause. Our office manager is paid an annual salary with a thirty day mutual termination notice requirement. We anticipate hiring additional employees in the next twelve months. We anticipate hiring necessary personnel based on an as-needed basis only on a per-contract basis to be compensated directly from revenues.

Intellectual Property

MySpray Therapeutics® Inc. is currently the license holder of 9 Natural Product Numbers (NPN) through the Natural and Non-prescription Health Products Directorate division of Health Canada.

Reports to Security Holders

The publicYou may read and copy any materials filedthe Company files with the SEC atCommission in the SEC’sCommission’s Public Reference Section, Room at1580, 100 F Street NE,N.E., Washington, DCD.C. 20549. The publicYou may obtain information on the operation of the Public Reference RoomSection by calling the SEC at 1-800-SEC-0330. TheAdditionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other electronic information regarding Adorbs Inc. and filedissuers that file electronically with the SEC, which can be found at http://www.sec.gov.www.sec.gov.

Smaller Reporting Company Status

We also qualify as a “smaller reporting company” under Rule 12b-2 of the Exchange Act, which is defined as, among other possible qualifications, a company with a public equity float of less than $250 million. To the extent that we remain a smaller reporting company at such time as are no longer an emerging growth company, we will still have reduced disclosure requirements for our public filings, some of which are similar to those of an emerging growth company, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

Compliance with Government Regulation

The Company may be subject to a number of foreign and domestic laws and regulations that could affect companies conducting our business.

Item 1A. Risk Factors

As an “emerging growth company”, we are not required to provide the information required by this Item.

Item 1B. Unresolved Staff Comments

As an “emerging growth company”, we are not required to provide the information required by this Item.

Item 2. Properties

Adorbs Inc.’s corporate and operational offices are headquartered at 234 E. Beech Street, Long Beach, NY 11561. Rebecca Lazar, a former officer and director, provides the office on a rent-free basis.

ItemITEM 1A. RISK FACTORS

AS A SMALLER REPORTING COMPANY, WE ARE NOT REQUIRED TO PROVIDE A STATEMENT OF RISK FACTORS.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our mailing address is 36 Fourth Ave. N, Saskatchewan, Canada S3N 2V7. ADOB’s wholly-owned subsidiary, MySpray, has an address of Drawer 188, 36 Fourth Avenue North, Yorkton, Saskatchewan, Canada, S3N 2V7. Nichol Martinuik owns the laboratory building that MySpray occupies. He rents this facility to the Company based on a verbal, month-to-month agreement. During the years December 31, 2022 and December 31, 2021, the Company paid $19,614 and $-0- in rent, respectively. The Company believes that this rent expense is reasonable and comparable to the rent that would be charged to a third party.

ITEM 3. Legal ProceedingsLEGAL PROCEEDINGS

We know of no material, existingactive or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedingproceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder isare an adverse party or has a material interest adverse to our company.us.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

ItemITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our Common Stock is currently quoted on the Pink tier of OTC Markets under the symbol “ADOB.” However, there is currently no trading market for Registrant’sour Common Equity, Related Stockholder MattersStock and Issuer Purchasesthere is no assurance that a regular trading market will ever develop.

Holders

As of Equity SecuritiesFebruary 27, 2023, there were approximately 45 holders of record of our Common Stock.

Our common stock isDividends

To date, we have not traded on any national exchange.

Dividends

We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansionshares of our business,Common Stock and we do not anticipate paying any cashexpect to declare or pay dividends on shares of our common stock.Common Stock in the foreseeable future. The payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by our Board.

Securities Authorized for Issuance under Equity Compensation Plans

We have no existing equity compensation plan.

Recent Sales of Unregistered Securities; Use of Proceeds from Sale of Registered Securities

We did not sellNone.

Rule 10B-18 Transactions

During the year ended December 31, 2022, neither the Company nor any affiliated purchaser of the Company, purchased any equity securities which were notof the Company that are registered pursuant to Section 12 of the Exchange Act.

ITEM 6. [RESERVED]

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

THIS SECTION OF THE ANNUAL REPORT INCLUDES A NUMBER OF FORWARD-LOOKING STATEMENTS THAT REFLECT OUR CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE. FORWARD-LOOKING STATEMENTS ARE OFTEN IDENTIFIED BY WORDS LIKE: “BELIEVE,” “EXPECT,” “ESTIMATE,” “ANTICIPATE,” “INTEND,” “PROJECT” AND SIMILAR EXPRESSIONS, OR WORDS THAT, BY THEIR NATURE, REFER TO FUTURE EVENTS. YOU SHOULD NOT PLACE UNDUE CERTAINTY ON THESE FORWARD-LOOKING STATEMENTS, WHICH APPLY ONLY AS OF THE DATE OF THIS PROSPECTUS. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM HISTORICAL RESULTS OR OUR PREDICTIONS.

OUR FINANCIAL STATEMENTS ARE STATED IN UNITED STATES DOLLARS (USD OR US$) AND ARE PREPARED IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. ALL REFERENCES TO “COMMON STOCK” REFER TO THE COMMON SHARES IN OUR CAPITAL STOCK.

Overview

Soul Biotechnology Corporation (“Soul”, or the “Company”) was incorporated under the laws of the State of Nevada on October 18, 2017 as Adorbs Inc. The Company changed its name to Soul Biotechnology Corporation on January 3, 2023. Soul is a developmental stage corporation formed to provide organic children’s clothing designed to be cute, comfortable, and trendy. The vision of Soul is bright, basic & comfortable organic clothes, if the price of organic material makes financial sense, including wearable and comfortable cute clothes, leggings, t-shirt, sweatshirts, skirts, dresses, and onesies (the “Clothing Line”). The clothing has and will have basic bold colors, such as black, red, orange, yellow, green, grey, blue, purple, and fuchsia. It includes and will include, a variety of ideas with patch work, appliqué, food, emojis, animals, letters, words. This way, a child could tell a story about their clothing.

Former management was comprised of two people, Rebecca Jill Lazar, Chief Executive Officer; and Michael Lazar, Chief Financial Officer. Due to the development stage of the Company, Ms. Lazar spent part of her time toward the everyday operations and forward movement of the corporation. Ms. Lazar’s responsibilities included acting as the Company’s creative designer as well as determining the overall design direction of the company and its marketing strategy. Ms. Lazar cultivated relationships with children’s clothing stores and manufacturers and spent the time necessary to oversee the product development, manufacturing, sales, and marketing campaigns, website design, and direct the primary operations of the business.

On January 19, 2018, the Company filed a Form S-1 for registration of securities under the Securities Act of 1933. The S-1 was declared effective on March 14, 2018, and at that time the Company became a fully reporting public company. The Company filed its first Form 10-Q on May 10, 2018, for the period ended March 31, 2018, and subsequently filed all required reports until through the period ended March 31, 2019. On July 1, 2019, the Company filed a Form 15 to terminate its registration. Despite her best efforts, Ms. Lazar determined during the three months ended June 30, 2020, that the Company’s business plan was no longer viable. Subsequently, during July 2020, Ms. Lazar and her husband Michael Lazar resigned their positions executive positions with the Company and gifted their majority shareholdings for no consideration to Activist Investing LLC, an entity controlled by Michael Lazar’s brother, David Lazar. These shares were gifted in return for David Lazar’s commitment to provide funding to the Company going forward and for his expertise in managing and directing distressed companies.

Activist Investing LLC received 11,000,000 shares from Ms. Lazar, and 10,000,000 shares from Michael Lazar for a total of 21,000,000 shares. Based upon 23,889,500 shares outstanding, this effectively gave David Lazar 87.9% ownership of the Company. Concurrently with the change of control, David Lazar was appointed as CEO and Director and is currently the only employee, officer, and director of the Company. As a result of these transactions, the Company become a “blank check” company.

On June 22, 2020, the Company dismissed Michael Gillespie & Associates, PLLC “Gillespie”) as its independent registered public accounting firm who had performed the audit of the Company’s 2018 financial statements for the year ended December 31, 2018. Gillespie’s report on the Company’s financial statements for the year ended December 31, 2018, did not contain any adverse opinions or disclaimers of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that such reports included explanatory paragraphs with respect to the Company’s ability to continue as a going concern. During the year ended December 31, 2018, and through June 21, 2020, there were no (a) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with Gillespie on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to satisfaction, would have caused Gillespie to make reference to the subject matter thereof in connection with its reports for the period ended 2018 or (b) reportable events, as described under Item 304(a)(1)(v) of Regulation S-K.

On June 22 2020, the Company appointed AJSH & Co. LLP, a PCOAB registered firm as its independent registered accounting firm who performed the Company’s audit for the period ended December 31, 2019 and has reviewed its financial statements for the three and nine-month period ended September 30, 2021.

On December 29, 2020, the Company’s Registration Statement on Form 10-12G was declared effective.

On February 10, 2022, Soul Inc. (“ADOB,” or the “Company”) entered into a share exchange agreement (the “Share Exchange Agreement”) with MySpray Therapeutics Inc. (“MySpray”), an Saskatchewan, Canadian corporation, Nichol Martinuik (“Martinuik”) and Rachel Martinuik (“R. Martinuik”), the sole officers, directors, and shareholders of MySpray, Qatar Consulting Inc. & Company (“Qatar”), Broadway Creative Consultants Corp. (“Broadway”), and David Lazar (“Lazar”), as the sole officer and director of ADOB and the managing member of Activist Investing LLC. Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of MySpray was exchanged for (i) 51,110,500 shares of common stock of the Company at the Closing, and (ii) an additional 593,779,000 shares of common stock of ADOB, issued upon the increase in authorized shares of common stock of ADOB to 700,000,000, each of which is to be issued to Martinuik, R. Martinuik, Qatar, Broadway, and Activist, pro-rata, in accordance with the Share Exchange Agreement. The former stockholders of MySpray acquired a majority of the issued and outstanding common stock as a result of the share exchange transaction. The transaction has been accounted for as a recapitalization of the Company, whereby MySpray is the accounting acquirer.

Results of Operations

Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

Our results of operations for the years ended December 31, 2022 and 2021 are summarized below:

Revenues

During the years ended December 31, 2022 and 2021, we recorded $296,597 and $83, in revenue, respectively. The increase is due to the acquisition of an operating entity, MySpray.

Operating Expenses

Operating expenses for the years ended December 31, 2022 and 2021 were $566,668 and $45,900 respectively. For the year ended December 31, 2022, the operating expenses consisted of professional fees of $274,253, amortization of $40,764 and general and administrative expenses of $251,652. For the year ended December 31, 2021, the operating expenses consisted of professional fees of $27,360, and general and administrative expenses of $18,540.

The increase in all expense categories is primarily the result of the acquisition of an operating entity, MySpray.

Other Expense (Income)

During the years ended December 31, 2022 and 2021, other expenses consisted of $1,715 in interest expense in the 2022 period, and $21 of interest income in the 2021 period.

Net Loss

As a result of the foregoing, we incurred a net loss of $(342,750) for the year ended December 31, 2022, compared to a net loss of $(45,798) for the year ended December 31, 2021.

Liquidity and Capital Resources

As of December 31, 2022, we had current assets of $79,612 and current liabilities of $1,114,535 The increase in assets and liabilities during the year ended December 31, 2021.2022 was mainly due to due to the acquisition of an operating entity, MySpray.

Equity Compensation Plans

As of December 31, 2021, we do not have any equity compensation plans.

Convertible Securities

As of December 31, 2021, we do not have any outstanding convertible securities.

Compliance with Section 16(A) ofThe Company expects to generate operating cash flow that will be sufficient to fund presently anticipated operations although there can be no assurance. This raises substantial doubt about the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securitiesCompany’s ability to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our shares of common stock and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file. After review, the Company has determined that David Lazar and Rebecca Lazar did not timely file the appropriate filings under Section 16(a).

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None

Item 6. Selected Financial Data

As an “emerging growth company” we are not required to provide this information.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

For an overview of the business of the Company, please refer to this Comprehensive Annual Report on Form 10-K to Part I, Item 1 (“Business”).

Going Concern

Our financial statements accompanying this Report have been prepared assuming that we will continue as a going concern, which contemplatesconcern. Therefore, the realization of assets and liquidation of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We have a minimal operating history and minimal revenues or earnings from operations. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues for the immediate future. See “Part II, Item 8, Financial Statements, and Supplementary Data.”

Plan of Operation

We have been dormant since approximately July 2019. As of the date of this Report, we intend to engage in what we believe to be synergistic acquisitions or joint ventures with a company or companies that we believe will enhance our business plan. There are no assurances we will be able to consummate any acquisitions using our securities as consideration, or at all. Numerous thingsCompany will need to occurraise additional funds and is currently exploring alternative sources of financing to allow ussupplement expected cash flow. Historically, the Company has raised capital through private placements, as an interim measure to implement this aspectfinance working capital needs and may continue to raise additional capital through the sale of our business plancommon stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its operations become profitable.

The Company may attempt to raise capital in the near future through the sale of equity or debt financing; however, there are nocan be assurances that any of these developments will occur, or if they do occur, that wethe Company will be successful in fully implementing our plan.doing so. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all. 

Cash Flows

Operating Activities

For the year ended December 31, 2022, net cash used in operating activities was $(199,165), compared to net cash used in operating activities of $(45,798) for the period ended December 31, 2021. The increase is attributable to increased operating losses of $296,772 in the 2022 period compared to 2021 offset by an increase in intangible asset amortization of $40,764, and an increase in in net operating assets and liabilities of $102,642.

Investing Activities

The Company provided $19,981 and $-0- from investing activities for the years ended December 31, 2022 and 2021, respectively which were obtained through the acquisition of MySpray.

Financing Activities

The Company realized $209,685 and $41,704 from financing activities during the years ended December 31, 2022 and 2021, respectively. During the year ended December 31, 2022, the Company received 196,864 from the sale of common stock.

During the years ended December 31, 2022 and 2021, the Company received loans from a related parties in the amounts of $12,821 and $41,704, respectively.

Limited Operating History; Need for Additional CapitalCritical Accounting Policies and Estimates

We cannot guarantee we will be successfulThe preparation of financial statements in our business operations. We have not generated any revenue since inception. Our business is subjectconformity with generally accepted accounting principles requires management to risks inherent inselect appropriate accounting policies and to make estimates and assumptions that affect the establishmentreported amounts of a new business enterprise, including limited capital resourcesassets, liabilities, revenues and possible cost overruns due to the price and cost increases in supplies and services.expenses.

If we are unable to meet our needs for cash from either our operations, or possible alternative sources, then we may be unable to continue, develop, or expand our operations.

Off-Balance Sheet Arrangements

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

Contractual ObligationsItem 7A. Quantitative and Qualitative Disclosures about Market Risk.

AsWe are a “smallersmaller reporting company”, wecompany as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this Item.

Item 8. Financial Statements and Supplementary Data.

Theis incorporated herein by reference to the consolidated financial statements and Reportsupplementary data set forth in Item 15. Exhibits, Financial Statement Schedules of Independent Registered Public Accounting Firm are listed in the “Index to the Financial Statements” on page F-1 and included on pages F-2 through F-9, immediately following the signature pagePart IV of this Comprehensive Annual Report.

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

None.

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.ITEM 9A. CONTROLS AND PROCEDURES

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our senior management, consisting of David Lazar, Chief Executive Officer, Treasurer and Secretary (Principal Executive Officer and Principal Financial Officer), as appropriate to allow timely decisions regarding required disclosure.

 

UnderWe carried out an evaluation, under the supervision and with the participation of our senior management, including ourconsisting of David Lazar, Chief Executive Officer, Secretary and ChiefTreasurer (Principal Executive Officer and Principal Financial Officer, we evaluatedOfficer) of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Comprehensive Annual Report on amended Form 10-K/A (the “Evaluation Date”).December 31, 2022. Based on thisthe evaluation our Chief Executive Officer and Chief Financial Officer concluded as of the Evaluation Date that ourthese disclosure controls and procedures, were not effective such thatand in light of the information relating to us required to be disclosedmaterial weaknesses found in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including ourinternal controls over financial reporting, David Lazar, Chief Executive Officer, Treasurer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. The Company’s former management abandoned all operations for several years,Secretary (Principal Executive Officer and only recently did the Company appoint new management to make filings with the SEC on behalf of the Company. Based on this evaluation, our principal executive officer and the principal financial officer havePrincipal Financial Officer) concluded that our disclosure controls and procedures were not effective as of December 31, 2021.effective.

Management’s Annual Report on Internal Control overOver Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internalInternal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. States of America and includes those policies and procedures that:

	●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
	●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
	●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of achieving theirthe inherent limitations of internal control, objectives. Our Company has been dormant since July 2019. there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As a resultof December 31, 2022, our management, did not conduct an evaluationconsisting of David Lazar, Chief Executive Officer, Treasurer and Secretary (Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2021, and December 31, 2020 based on the criteria set forthfor effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Tread wayTreadway Commission (“COSO”) in Internal Control – Integrated Framework (2013). Without2013 and SEC guidance on conducting such anassessments. Based on that evaluation, our management concludedwe believe that, we didduring the period covered by this report, such internal controls and procedures were not maintain effective internal control over financial reporting asto detect the inappropriate application of December 31, 2021, based on the COSO framework criteria,US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

15

 

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the PCAOBPublic Company Accounting Oversight Board were: (1) lack of a functioning audit committee (2)and a lack of a majority of outsideindependent directors on our Board, of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3)(2) inadequate segregation of duties consistent with control objectives; (4) complete lack of management of the company from July 2019 until February 2021; and (5) lack of(3) ineffective controls over period end financial disclosure controls.and reporting processes. The aforementioned material weaknesses were identified by ourMr. Lazar, Chief Executive Officer, Treasurer and Secretary (Principal Executive Officer and Principal Financial OfficerOfficer) in connection with the review of our financial statements as of December 31, 2021.2022.

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results because the activity during this period was nominal.results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside Directorsindependent directors on our Board of Directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

This amended Comprehensive Annual ReportManagement’s Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

Assuming we are able to secure additional working capital, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us.

We also plan to appoint one or more outside directors to our Board who shall be appointed to an audit committee resulting in a fully functioning audit committee which will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management.

Management believes that the appointment of one or more independent directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of independent directors on Form 10-K/A does not include an attestation reportour Board.

We anticipate that these initiatives will be implemented in conjunction with the growth of our registered public accounting firm regarding internal control over financial reporting. Management’s report which was not filed was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.business.

Changes in Internal Control over Financial Reporting

There havehas been no changeschange in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of December 31, 2022, that occurred during the years ended December 31, 2021 and 2020our fourth quarter that havehas materially affected, or areis reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

16

 

Item 9B. Other Information.

None.

PART III

ItemITEM 10. Directors, Executive DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Officers and Corporate GovernanceDirectors

All Directors of the Company hold office until the next annual meeting of the security holders or until their successors have beenOur officers are elected and qualified. The officers of the Company are appointed by the Board to a term of Directorsone (1) year and hold officeserve until their death, resignationsuccessor is duly elected and qualified, or removaluntil they are removed from office. The DirectorsBoard has no nominating, auditing or compensation committees.

The name, address, age and Executive Officers, their ages, positions held,position of our officers and duration as such,directors are as follows:set forth below:

NameNAME AND ADDRESS		Position Held with the CompanyAGE		AgePOSITION(S)		Date First Elected or AppointedDATE OF APPOINTMENT
David Lazar		CEO, CFO and Director32		31Chief Executive Officer, Treasurer, Secretary and Director		July 2020

Business Experience

David Lazar, 31,32, has been CEO and Chairman of the Company since July, 2020. Mr. Lazar has been a partner at Zenith Partners International since 2013, where he specializes in research and development, sales and marketing. From 2014 through 2015, David was the Chief Executive Officer of Dico, Inc., which was then sold to Peekay Boutiques. Since February of 2018, Mr. Lazar has been the managing member of Custodian Ventures LLC, where he specializes in assisting distressed public companies. Since March 2018, David has acted as the managing member of Activist Investing LLC, which specializes in active investing in distressed public companies. David has a diverse knowledge of financial, legal and operations management; public company management, accounting, audit preparation, due diligence reviews and SEC regulations.

 

Employment AgreementsBoard Committees

We haveThe Board has no formal employment agreement with David Lazar who is our sole employee, director and officer.standing committees.

Family Relationships

None.Rachel Martinuik and Nick Martinuik are married.

Involvement in Certain Legal Proceedings

NoneNo executive officer or director of our Directors, Executive Officers, promoters or control personsours has been involved in the last ten years in any of the following events during the past 10 years:following:

1. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an Executive Officer at or within two years before the time of such filing;

2. Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses;

3. Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

	i.	Acting as●	Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant,general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
	●	Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
	●	Being subject to any other person regulatedorder, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

	●	Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
	●	Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an associated personalleged violation of any of the foregoing,federal or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, Director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity

ii.

Engaging in any type of business practice; or

iii.

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4. Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

5. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

	i.	Any Federal or Statestate securities or commodities law or regulation;regulation, or
	ii.	Any any law or regulation respecting financial institutions or insurance companies, including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;order, or
	iii.	Any any law or regulation prohibiting mail, orfraud, wire fraud or fraud in connection with any business entity; or

8. Such person was●Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Compliance with Section 16(a) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in

Section 1(a)(29)16(a) of the CommoditySecurities and Exchange Act (7 U.S.C. 1(a)(29)of 1934 requires the Company’s directors and executive officers, and persons who own beneficially more than ten percent (10%)), or any equivalent exchange, association, entity or organization of the Company’s Common Stock, to file reports of ownership and changes of ownership with the Securities and Exchange Commission. Copies of all filed reports are required to be furnished to the Company pursuant to Section 16(a). Upon review, the Company noted that none of our current officers and director has disciplinary authority over its members or persons associated with a member.filed reports required to be filed under Section 16(a).

Code of Ethics and Business of Conduct.

As of the date of filing, the Company hasWe currently do not adoptedhave a corporate code of ethics. The Company has never adopted a corporate code of ethics and business of conduct policy.

ITEM 11. EXECUTIVE COMPENSATION

The following table shows for the new management of the Company has not yet made plans to formulate such a code.

Board and Committee Meetings

Our Board of Directors currently consists of one member, Mr. David Lazar. The Board of Directors held no formal meetings during the yearperiod ended December 31, 2021. Until2022 and 2021, the compensation awarded (earned) or paid by the Company developsto its named executive officer or the person acting in a more comprehensive Boardsimilar capacity as that term is defined in Item 402(a)(2) of Directors, all proceedingsRegulation S-K. There are no understandings or agreements regarding compensation that our management will receive after a business combination that is required to be conducted by resolutions consented toincluded in writing by all the Directors and filed with the minutes of the proceedings of the Directors. Such resolutions consented to in writing by the Directors entitled to vote on that resolution at a meeting of the Directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the Directors duly called and held.this table, or otherwise.

Nomination ProcessSummary Compensation Table

During the year ended December 31, 2021, we did not affect any material changes to the procedures by which our shareholders may recommend nominees to our Board of Directors. Our Board of Directors does not have a policy with regards to the consideration of any Director candidates recommended by our shareholders. Our Board of Directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the Board of Directors considers a nominee for a position on our Board of Directors. If shareholders wish to recommend candidates directly to our Board of Directors, they may do so by sending communications to the President of our Company at the address on the cover of this amended Comprehensive Annual Report on Form 10-K/A.

Name and Principal Position(1)		Year			Salary ($)				Bonus ($)				Stock Awards ($)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
David Lazar Chief Executive Officer, Secretary,		2022				-				-				-				-				-				-				-
Treasurer and Director		2021				-				-				-				-				-				-				-

 

Audit Committee

Currently the Company does not have an Audit Committee. The Company intends to appoint audit, compensation and other applicable committee members as it identifies individuals with pertinent expertise.

Audit Committee Financial Expert

Our Board of Directors does not have a member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. The Company intends to appoint audit, compensation and other applicable committee members as it identifies individuals with pertinent expertise.

Item 11. Executive Compensation.

None 

Grants of Plan-Based Awards

There were no grants of plan-based awards during the year ended December 31, 2021.

Outstanding Equity Awards at Fiscal Year-End

There were no outstanding equity awards at the year ended December 31, 2021.

Option Exercises and Stock Vested

During our fiscal year ended December 31, 2021, there were no options exercised by our named officer.

Compensation of Directors

We doOur director is not have any agreementscompensated by us for compensating our Directors for their services in their capacityacting as Directors.

Pension, Retirement or Similar Benefit Plans

such. There are no arrangements or plans in which we provide pension, retirement or similar benefits for Directors or Executive Officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensationour sole director is or maywill be compensated in the future for any services provided as a director.

Employment Contracts, Termination of Employment, Change-in-Control Arrangements

We currently have 25 employees, both two of whom are officers and directors of ADOB and MySpray. The other 3 employees are under contractwith MySpray. They include two therapists and an officer manager. The therapists are paid per patient and therapy, have a thirty day mutual termination notice requirement and a one-year non-compete clause. Our office manager is paid an annual salary with a thirty day mutual termination notice requirement. 

There are no compensation plans or arrangements, including payments to our Directorsbe made by us, with respect to David Lazar, ____, or Executive Officers, except____ that stock options may be granted atwould result from the discretion of the Board of Directorsresignation, retirement or any other termination.

There are no arrangements for officers, employees or consultants that would result from a committee thereof.change-in-control.

ItemITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of January 22, 2022 certain information with respect to the beneficial ownershipdate of March 1, 2023, the total number of shares owned beneficially by our sole officer and director, and key employees, individually and as a group, and the present owners of 5% or more of our commontotal outstanding shares. The table also reflects what his ownership will be assuming completion of the sale of all shares by each shareholder known by us to be the beneficial ownerin this offering. The number and percentage of more than 5% of our common shares as well as by each of our current Directors and Executive Officers as a group. Each person has sole voting and investment power with respect to the shares of Common Stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of Common Stock, except as otherwise indicated.

Beneficial ownership has beenbeneficially owned is determined in accordance with theunder rules and regulations of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power with respectand also any shares which the individual has the right to acquire within 60 days of March 1, 2023, through the shares.exercise of any stock option or other right. Unless otherwise indicated,noted, the persons named in the table below have sole voting and investment power with respect to the numberall shares of shares indicatedCommon Stock shown as beneficially owned by them. As of March 1, 2023 there were 644,889,500 shares outstanding.

Name of Beneficial Owner		Common Stock Beneficially Owned (1)				Percentage of Common Stock Owned (1)
David Lazar, Chief Executive Officer, Chief Financial Officer and Director (2) (3) 1185 Avenue of the Americas, 3rd Floor. New York, New York 10036			21,000,000				87.9	%
Director and Officer (1 person)			21,000,000				87.9	%

Name		Number of Shares of Common Stock				Percentage
David Lazar (1)			49,000,000				7.60	%
Nichol Martinuik (2)			227,500,000				35.27	%
Rachel Martinuik (3)			227,500,000				35.27	%
Qatar Consulting Inc. & Company (4)			69,000,000				10.70	%
Broadway Creative Consultants Corp. (5)			69,000,000				10.70	%
All executives officers, directors, and beneficial ownership thereof as a group (1 person)			49,000,000				7.6	%
There are no other officers, directors or 5 % shareholders.

 

 

(1)

Applicable percentage ownershipHis mailing address is based on 23,889,500234 E. Beech St. Long Beach, New York 11561. The shares are held by Activist Investing LLC, of common stock outstanding as of December 31, 2021. Beneficial ownershipwhich, Mr. Lazar is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of December 31, 2021 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.managing member.

(2)

David LazarHis mailing address is the only125 Railway Avenue East, Canora, Saskatchewan, Canada, S0A0L0.

(3)

Her mailing address is 125 Railway Avenue East, Canora, Saskatchewan, Canada, S0A0L0.

(4)

Control person is Ismail Abdul Fattah. The mailing address is 1105, 510 6th Avenue SE, Calgary Alberta T2G 1L7.

(5)

Control Person is Bailey Fischl. The mailing address is 628-6th Street East, Saskatoon, Saskatchewan, Canada S7H1C2.

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

Except as disclosed below, since the beginning of the fiscal year preceding the last fiscal year none of the following persons has had any direct or indirect material interest in any transaction to which our Company was or is a party, or in any proposed transaction to which our Company proposes to be a party:

●

any Director or officer employee, and directorof our Company;

●

any proposed Director of officer of our Company;

●

any person who beneficially owns, directly or indirectly, shares carrying more than 5 percent of the Company. The common stock is held by Activist Investing LLC. Since March 2018, David Lazar has acted as the managingvoting rights attached to our Common Stock; or

●

any member of Activist Investing LLC, which specializes in active investing in distressed public companies. He has full votingthe immediate family of any of the foregoing persons (including a spouse, parents, children, siblings, and investment control of these shares.in-laws).

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Subsequent toDuring the yearyears ended December 31, 2022 and 2021, related party transactions were as follows:

Director Independence

We are not subject to listing requirements of any national securities exchange or national securities association and, throughas a result, we are not at this time required to have our Board comprised of a majority of “Independent Directors.” We believe that our director currently does not meet the datedefinition of filing this amended Comprehensive Annual Report“independent” as promulgated by the rules and regulations of NASDAQ.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed since incorporation for professional services rendered by the principal accountant for the audit of our financial statements and review of financial statements included in our quarterly Reports on Form 10-K/A, David Lazar,10-Q and services that are normally provided by the Company’s only employee, Directoraccountant in connection with statutory and Executive Officer has extended and additional interest-free demand loans.regulatory filings or engagements for these fiscal periods were as follows:

Fee Category		Year Ended December 31, 2022				Year Ended December 31, 2021
Audit fees (1):		$	63,000				14,400
Total fees		$	63,000				14,400

(1)

Audit fees consist of fees incurred for professional services rendered for the audit of financial statements, for reviews of our interim financial statements included in our quarterly reports on Form 10-Q, and for services that are normally provided in connection with statutory or regulatory filings or engagements.

 

Director IndependenceAudit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Company does not have a separately designated nominating committeeGiven the small size of our Board of Directors. Noneas well as the limited activities of our directors is deemed to be independent,Company, our Board acts as such term is defined in the listing standards of The Nasdaq Stock Market, Inc. (“Nasdaq”).

Item 14. Principal Accounting Fees and Services.

		Year Ended				Year Ended
		December,				December,
		2021				2020
Audit Fees		$	9,000			$	8,400
Audit-Related Fees		$	-			$	-
Tax Fees		$	-			$	-
Total		$	9,000			$	8,400

our Audit Committee. Our Board of Directors pre-approves all audit and permissible non-audit services. These services provided by our independent auditors. All of the abovemay include audit services, audit-related services, tax services, and fees were reviewed and approved by the Board of Directors either before or after the respective services were rendered.

other services. Our Board of Directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision ofapproves these services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.on a case-by-case basis.

20

 

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT AND EXHIBITSSCHEDULES

INDEX TO FINANCIAL STATEMENTS

		Page
FOR THE YEARS ENDED DECEMBER 31, 20212022 AND 20202021
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheets		F-3
Statements of Operations		F-4
Statements of Changes in Stockholders’ Equity		F-5
Statements of Cash Flows		F-6
Notes to Financial Statements		F-7

F-1

A-94/8, Wazirpur Industrial Area, Main Ring Road, Delhi-110052 +91 11 45596689 Web : www.ajsh.in E-mail : info@ajsh.in

Report of Independent Registered Public Accounting Firm

To the Shareholdersshareholders and Boardthe board of Directorsdirectors of Adorbs, Inc.Soul Biotechnology Corporation

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Adorbs, Inc. (the “Company”)Soul Biotechnology Corporation as onof December 31, 20212022 and December 31, 2020,2021, the related statements of operations, changes in stockholders’ deficitstockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20212022 and December 31, 2020,2021, and the results of its operations and its cash flowflows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.States.

 

Substantial Doubt about the CompanyCompany’s Ability to Continue as a Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 23 to the financial statements, the Company has ansuffered recurring losses from operations and has a significant accumulated deficit of $183,311 and working capital deficit of $133,681 as on December 31, 2021 and a working capital deficit of $ 87,883 as on December 31, 2020.deficit. In addition, the Company continues to experience negative cash flows from operations. These conditionsfactors raise substantial doubt about the Company’sCompany's ability to continue as a going concern. Management’sManagement's plans in regard to this uncertaintythese matters are also described in the Note 2.3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

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

 

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

 

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

 

Critical Audit Matter

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/S/ AJSH & Co LLPBF Borgers CPA PC (PCAOB ID 5041)

We have served as the Company’sCompany's auditor since 2019.2021

Lakewood, CO

March 10, 2023

SOUL BIOTECHNOLOGY CORPORATION

Consolidated Balance Sheets

 

New Delhi, India

February 8, 2022 3223

		December 31,				December 31,
		2022				2021
Current assets
Cash and cash equivalents		$	41,808			$	9,499
Accounts receivable			1,344				-
Inventory			35,281				-
Prepaid and other assets			1,179				-
Total current assets			79,612				9,499
Goodwill			512,196				-
Intangible assets			88,923				-
Total assets		$	680,731			$	9,499
Liabilities and Stockholders’ Deficit
Current Liabilities
Accrued payable and accrued liabilities		$	42,953			$	428
Common stock payable			843,878				-
Due to related parties			227,704				142,752
Total current liabilities			1,114,535				143,180
Government loans			29,532				-
Total liabilities			1,144,067				143,180
Stockholders’ Deficit
Common stock, Par Value $0.001, 700,000,000 shares authorized, 75,000,000 and 23,889,500 shares issued and outstanding of shares as of December 31, 2022 and December 31, 2021, respectively			75,000				23,890
Additional paid in capital			25,740				25,740
Accumulated deficit			(525,881	)			(183,311	)
Accumulated other comprehensive loss			(38,195	)			-
Total stockholders’ deficit			(463,336	)			(133,681	)
Total liabilities and stockholders’ deficit		$	680,731			$	9,499

 

F-2

ADORBS INC.

Balance Sheets

		December 31,				December 31,
		2021				2020
Assets
Current assets
Cash and cash equivalents		$	9,499			$	13,593
Total Current Assets			9,499				13,593
Total assets		$	9,499			$	13,593
Liabilities and Stockholders’ Deficit
Current Liabilities
Accrued payable and accrued liabilities		$	428			$	428
Due to related parties			142,752				101,048
Total current liabilities			143,180				101,476
Total liabilities			143,180				101,476
Stockholders’ Deficit
Common stock, Par Value $0.001, 75,000,000 shares authorized, 23,889,500 shares issued and outstanding of shares as of December 31, 2021 and December 31, 2020, respectively			23,890				23,890
Additional paid in capital			25,740				25,740
Accumulated deficit			(183,311	)			(137,513	)
Total stockholders’ deficit			(133,681	)			(87,883	)
Total liabilities and stockholders’ deficit		$	9,499			$	13,593

The accompanying notes are an integral part of these financial statements

F-3

SOUL BIOTECHNOLOGY CORPORATION

ADORBS INC.

Consolidated Statements of Operations

		Year Ended
		December 31,								For the Year Ended
		2021				2020				December 31,
										2022				2021
Revenue, net
Revenue		$	81			$	222
Revenue, net										$	296,597			$	81
Cost of sales			-				36				70,784				-
Total revenue, net			81				186
Gross margin											225,813				81
Operating expenses
General and administrative expenses			18,540				20,470				251,652				18,540
Professional fees			27,360				22,650				274,253				27,360
Loss on impairment of inventory			-				21,754
Amortization of intangible assets											40,764				-
Total operating expenses			45,900				64,874				566,668				45,900
Loss from Operations			(45,819	)			(64,688	)			(340,855	)			(45,819	)
Other income (expenses)
Interest income			21				54
Other income (expense)
Interest income (expense)											(1,715	)			21
Total other income (expenses), net			21				54				(1,715	)			21
Loss from operations before income taxes			(45,798	)			(64,634	)			(342,570	)			(45,798	)
Income tax expense			-				-				-				-
Net Loss		$	(45,798	)		$	(64,634	)		$	(342,570	)		$	(45,798	)
Basic and diluted loss per share		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average number of shares outstanding			23,889,500				23,889,500				69,258,821				23,889,500
Comprehensive loss:
Net loss										$	(342,570	)		$	(45,798	)
Foreign currency translation adjustment											(38,195	)			-
Comprehensive loss										$	(380,765	)		$	(45,798	)

The accompanying notes are an integral part of these financial statements

F-4

SOUL BIOTECHNOLOGY CORPORATION

ADORBS INC.

Consolidated Statements of Changes in Shareholders’ Deficit

		Common Stock								Additional paid in				Accumulated								Common Stock								Additional Paid-in				Accumulated Other Comprehensive				Accumulated				Total Stockholders’
		Shares				Amount				capital				Deficit				Total				Shares				Value				Capital				Income				Deficit				Deficit
Balance, December 31, 2019			23,889,500			$	23,890			$	25,740			$	(72,879	)		$	(23,249	)
Balance, December 31, 2020																							23,889,500			$	23,890			$	25,740			$	-			$	(137,513	)		$	(87,883	)
Net loss							-				-				(64,634	)			(64,634	)							-				-				-				(45,798	)			(45,798	)
Balance, December 31, 2020			23,889,500			$	23,890			$	25,740			$	(137,513	)		$	(87,883	)
Balance, December 31, 2021																							23,889,500			$	23,890			$	25,740			$	-			$	(183,311	)		$	(133,681	)

 

		Common Stock								Additional paid in				Accumulated								Common Stock								Additional Paid-in				Accumulated Other Comprehensive				Accumulated				Total Stockholders’
		Shares				Amount				capital				Deficit				Total				Shares				Value				Capital				Income				Deficit				Deficit
Balance, December 31, 2021																							23,889,500			$	23,890			$	25,740				-			$	(183,311	)		$	(133,681	)
Balance, December 31, 2020			23,889,500			$	23,890			$	25,740			$	(137,513	)		$	(87,883	)
Shares issued with acquisition of MySpray																							51,110,500				51,110																51,110
Change in exchange rates																															-				(38,195	)							(38,195	)
Net loss							-				-				(45,798	)			(45,798	)																			(342,570	)			(342,570	)
Balance, December 31, 2021			23,889,500			$	23,890			$	25,740			$	(183,311	)		$	(133,681	)
Balance, December 31, 2022																							75,000,000			$	75,000			$	25,740			$	(38,195	)		$	(525,881	)		$	(463,336	)

The accompanying notes are an integral part of these financial statements

F-5

SOUL BIOTECHNOLOGY CORPORATION

ADORBS INC.

Consolidated Statements of Cash Flows

		Year Ended
		December 31,
		2021				2020
Cash Flows From Operating Activities
Net loss		$	(45,798	)		$	(64,634	)
Adjustments to reconcile net income to net cash provided by operating activities:
Changes in operating assets and liabilities:
Accounts receivable			-				87
Prepaid expenses			-				12,089
Inventory			-				21,790
Accrued payable and accrued liabilities			-				(7,355	)
Net cash used in operating activities			(45,798	)			(38,023	)
Cash Flows From Financing Activities
Proceeds from related party loans			41,704				31,751
Net cash provided by financing activities			41,704				31,751
Net (decrease) increase in cash and cash equivalents			(4,094	)			(6,272	)
Cash and cash equivalents, beginning of year			13,593				19,865
Cash and cash equivalents, end of year		$	9,499			$	13,593
Supplemental disclosure of cash flow information
Cash paid for income tax expense		$	-			$	-
Cash paid for interest expense		$	-			$	-

(Unaudited)

		For the Nine Months Ended
		September 30,
		2022				2021
Cash Flows From Operating Activities
Net loss		$	(342,570	)		$	(45,798	)
Amortization of intangible assets			40,764
Adjustments to reconcile net income to net cash provided by operating activities:			-
Changes in operating assets and liabilities:
Accounts receivable							-
Inventory			14,748				-
Common stock payable			77,125
Accrued payable and accrued liabilities			10,769
Net cash used in operating activities			(199,165	)			(45,798	)
Cash Flows from Investing Activities
Acquisition of a business net of cash acquired			19,981				-
Net cash (used in) provided by investing activities			19,981				-
Cash Flows From Financing Activities
Common stock payable			196,864
Proceeds from related party loans, net of repayments			12,821				41,704
Net cash provided by financing activities			209,685				41,704
Effect of exchange rates on cash and cash equivalents			1,807
Net (decrease) increase in cash and cash equivalents			32,308				(4,094	)
Cash and cash equivalents, beginning of year			9,499				13,593
Cash and cash equivalents, end of year		$	41,808			$	9,499
Supplemental disclosure of cash flow information
Cash paid for income tax expense		$	-			$	-
Cash paid for interest expense		$	-			$	-

The accompanying notes are an integral part of these financial statements

 

F-6

 

 

ADORBS INC.SOUL BIOTECHNOLOGY COPRORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NoteNOTE 1 – Organization and basis of accountingORGANIZATION AND DESCRIPTION OF THE BUSINESS

Basis of Presentation and Organization

Adorbs Inc. is a Nevada corporation. Adorbs is a developmental stage corporation formed to provide organic children’s clothing designed to be cute, comfortable, and trendy. The CompanySoul Biotechnology Corporation (“Soul”, or the “Company”) was incorporated under the laws of the State of Nevada on October 18, 2017.2017 as Adorbs Inc. The company office is located at 234 E. Beech Street, Long Beach, NY 11561. On that date,Company changed its name to Soul Biotechnology Corporation on January 3, 2023.

Former management was comprised of two people, Rebecca Jill Lazar, Chief Executive Officer; and Michael Lazar, Chief Financial Officer. Due to the development stage of the Company, Ms. Lazar spent part of her time toward the everyday operations and forward movement of the corporation. Ms. Lazar’s responsibilities included acting as the Company’s creative designer as well as determining the overall design direction of the company and its marketing strategy. Ms. Lazar cultivated relationships with children’s clothing stores and manufacturers and spent the time necessary to oversee the product development, manufacturing, sales, and marketing campaigns, website design, and direct the primary operations of the business.

On January 19, 2018, the Company filed a Form S-1 for registration of securities under the Securities Act of 1933. The S-1 was authorizeddeclared effective on March 14, 2018, and at that time the Company became a fully reporting public company. The Company filed its first Form 10-Q on May 10, 2018, for the period ended March 31, 2018, and subsequently filed all required reports until through the period ended March 31, 2019. On July 1, 2019, the Company filed a Form 15 to issue terminate its registration. Despite her best efforts, Ms. Lazar determined during the three months ended June 30, 2020, that the Company’s business plan was no longer viable. Subsequently, during July 2020, Ms. Lazar and her husband Michael Lazar resigned their positions executive positions with the Company and gifted their majority shareholdings for no consideration to Activist Investing LLC, an entity controlled by Michael Lazar’s brother, David Lazar. These shares were gifted in return for David Lazar’s commitment to provide funding to the Company going forward and for his expertise in managing and directing distressed companies.

75,000,000

Activist Investing LLC received 11,000,000 shares from Ms. Lazar, and 10,000,000 shares from Michael Lazar for a total of common stock at $0.00121,000,000 par value.shares. Based upon 23,889,500 shares outstanding, this effectively gave David Lazar 87.9% ownership of the Company. Concurrently with the change of control, David Lazar was appointed as CEO and Director and is currently the only employee, officer, and director of the Company. As a result of these transactions, the Company become a “blank check” company.

The accompanying financial statements are prepared onOn June 22, 2020, the basis ofCompany dismissed Michael Gillespie & Associates, PLLC “Gillespie”) as its independent registered public accounting principles generally accepted infirm who had performed the United States of America (“GAAP”). The Company is a development stage enterprise devoting substantial efforts to establishing a new business, financial planning, raising capital, and research into products which may become partaudit of the Company’s product portfolio. The Company has realized nominal sales2018 financial statements for the year ended December 31, 2021.

The accompanying2018. Gillespie’s report on the Company’s financial statements have been prepared assumingfor the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding until an amended registration statement relating to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital, or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

Note 2 – Summary of significant accounting assumptions and policies

Covid-19

In March 2020, the World Health Organization categorized the novel coronavirus (COVID-19) as a pandemic, and it continues to spread throughout the United States and the rest of the world with different geographical locations impacted more than others. The outbreak of COVID-19 and public and private sector measures to reduce its transmission, such as the imposition of social distancing and orders to work-from-home, stay-at-home and shelter-in-place, have had a minimal impact on our day to day operations. However this could impact our efforts to enter into a business combination as other businesses have had to adjust, reduce or suspend their operating activities. The extent of the impact will vary depending on the duration and severity of the economic and operational impacts of COVID-19. The Company is unable to predict the ultimate impact at this time.

Going Concern

The Company has an accumulated deficit of $183,311 and a working capital deficit of $133,680 as ofyear ended December 31, 2021,2018, did not contain any adverse opinions or disclaimers of opinion and had a working capital deficit of $87,883were not qualified or modified as of December 31, 2020. As a result of these factors, management has determinedto uncertainty, audit scope, or accounting principles, except that there is substantial doubt aboutsuch reports included explanatory paragraphs with respect to the CompanyCompany’s ability to continue as a going concern. During the year ended December 31, 2018, and through June 21, 2020, there were no (a) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with Gillespie on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to satisfaction, would have caused Gillespie to make reference to the subject matter thereof in connection with its reports for the period ended 2018 or (b) reportable events, as described under Item 304(a)(1)(v) of Regulation S-K.

On June 22 2020, the Company appointed AJSH & Co. LLP, a PCOAB registered firm as its independent registered accounting firm who performed the Company’s audit for the period ended December 31, 2019 and has reviewed its financial statements for the three and nine-month period ended September 30, 2021.

On December 29, 2020, the Company’s Registration Statement on Form 10-12G was declared effective.

F-7

 

These

On February 10, 2022, Soul Inc. (“ADOB,” or the “Company”) entered into a share exchange agreement (the “Share Exchange Agreement”) with MySpray Therapeutics Inc. (“MySpray”), an Saskatchewan, Canadian corporation, Nichol Martinuik (“Martinuik”) and Rachel Martinuik (“R. Martinuik”), the sole officers, directors, and shareholders of MySpray, Qatar Consulting Inc. & Company (“Qatar”), Broadway Creative Consultants Corp. (“Broadway”), and David Lazar (“Lazar”), as the sole officer and director of ADOB and the managing member of Activist Investing LLC. Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of MySpray was exchanged for (i) 51,110,500 shares of common stock of the Company at the Closing, and (ii) an additional 593,779,000 shares of common stock of ADOB, issued upon the increase in authorized shares of common stock of ADOB to 700,000,000, each of which is to be issued to Martinuik, R. Martinuik, Qatar, Broadway, and Activist, pro-rata, in accordance with the Share Exchange Agreement. The former stockholders of MySpray acquired a majority of the issued and outstanding common stock as a result of the share exchange transaction. The transaction has been accounted for as a recapitalization of the Company, whereby MySpray is the accounting acquirer.

On April 26, 2022, Adorbs Inc. (the “Company”) terminated its engagement with AJSH & Co LLP (“AJSH”), the Registrant’s prior independent registered public accounting firm, and thereafter provided AJSH with its disclosures in the Current Report on Form 8-K disclosing the termination of the engagement of AJSH and requested in writing that AJSH furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. AJSH’s response is filed as an exhibit to this Current Report on Form 8-K.

The auditor reports by AJSH contained in the financial statements of the Company for the years ended December 31, 2021 and 2020, filed as part of the annual reports on Form 10-K for the years ended December 31, 2021 and 2020, did not contain an adverse opinion or disclaimer of opinion or were qualified or modified as to uncertainty, audit scope or accounting principles, other than to state that there is substantial doubt as to the Company’s ability to continue as a going concern. There had been no disagreements with AJSH on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure during the fiscal years ended December 31, 2021 and 2020, nor in the subsequent periods through April 26, 2022.

On April 26, 2022, the Board of Directors of the Company engaged BF Borgers CPA PC (“Borgers”) as its independent accountant to provide auditing services for going forward for the Company. The Company has terminated the engagement of AJSH. The decision to hire Borgers was approved by the Company’s Board of Directors.

The Company’s year-end is December 31.

All figures presented in this report are in US dollars unless stated otherwise. 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING ASSUMPTIONS AND POLICIES

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with the FASB’s ASC, which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary MySpray Therapeutics Inc. All intercompany accounts and transactions are eliminated in consolidation.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates among other things, the realization of assets and the satisfaction of liabilities in the normal course of business overfor the twelve months following the date of these consolidated financial statements.

F-8

The Company expects to generate operating cash flow that will be sufficient to fund presently anticipated operations although there can be no assurance. This raises substantial doubt about the Company’s ability to continue as a reasonable periodgoing concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of time.financing to supplement expected cash flow. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its operations become profitable.

The Company may attempt to raise capital in the near future through the sale of equity or debt financing; however, there can be assurances the Company will be successful in doing so. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all.

Estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company do not include any adjustmentsbases its estimates on historical experience, known or expected trends, and various other assumptions that may result fromare believed to be reasonable given the outcomequality of information available as of the uncertainties.date of these consolidated financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Cash and Cash Equivalents

For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. As of December 31, 20212022, and December 31, 2020,2021, the on handon-hand cash balances were $9,49941,808 and $13,5939,499, respectively.

Prepaid Expenses

Prepaid expenses are recorded at fair market value. As of December 31, 2021 and 2020, the balances of prepaid expenses were $-0- and $-0- respectively

F-7

Inventory

Inventory, which is comprised of children’s clothing and is charged to inventory when purchased, is stated at the lower of cost or net realizable value with cost determined under the first-in, first-out (“FIFO”) method.

The Company evaluates inventory levels quarterly value based upon assumptions about future demand and market conditions. Any inventory that has a cost basis in excess of its expected net realizable value, inventory that becomes obsolete, inventory in excess of expected sales requirements, inventory that fails to meet commercial sale specifications or is otherwise impaired are written down with a corresponding charge to the statement of operations in the period that the impairment is first identified. The Company performed its evaluation on September 30, 2020 and December 30, 2020 and determined that due to nominal sales during the last twelve months and due to the ongoing Covid-19 situation an impairment of the inventory was required. As a result during the year ended December 31, 2020 the Company impaired approximately 100% of its inventory cost and record a write-down of $21,754 which was charged to “loss on the impairment of inventory” on the Company’s.

Revenue Recognition

The Company recognizes revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

The Company defers any revenue for which the product is subject to right of return until such time as the 30 days has elapsed, and no refund will be required. As of December 31, 2022, and December 31, 2021, and 2020, the Company recorded total deferred revenue of $-inventory amounted to $035,281- and $-0-, respectively

Goodwill and Intangible Assets

Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisition is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist primarily of customer relationships, trademarks and product formulations. The useful life of these customer relationships is estimated to be three years.

Goodwill is not amortized but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures, and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess.

F-9

Revenue Recognition

The Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The guidance provided in Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”) requires entities to use a five-step model to recognize revenue by allocating the consideration from contracts to performance obligations on a relative standalone selling price basis. Revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. The standard also requires new disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ASC 606 also includes Subtopic 340-40, Other Assets and Deferred Costs – Contracts with Customers, which requires the deferral of incremental costs of obtaining a contract with a customer.

Foreign Currency Translation

The functional and reporting currency of MySpray is the Canadian dollar. Monetary assets denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Average monthly rates are used to translate revenues and expenses.

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods

Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction occurred. The resulting translation adjustment is reflected as accumulated other comprehensive income, a separate component of stockholders’ equity in the statement of stockholders’ equity.

Differences may arise in the amount of bad debt expense, depreciation expense and amortization expense reported in the Company’s operating results as compared to the corresponding change in the allowance for doubtful accounts, accumulated depreciation, and accumulated amortization, respectively, due to foreign currency translation. These translation adjustments are reflected in accumulated other comprehensive income, a separate component of the Company’s stockholders’ equity.

Long-lived assets

The Company accounts for its long-lived assets in accordance with FASBFinancial Accounting Standard Board (“FASB”) ASC 360-10, “Property, Plant and Equipment” which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses the recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposal value.

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Income Taxes

The Company accounts for income taxes pursuant to FASB ASC Topic 740, Income Taxes.Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a 100%100% valuation allowance with respect to deferred tax assets, therefore there are no deferred taxes on the Company’s Balance Sheet. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. As of December 31, 2021 the Company had a net loss carryforward of approximately $183,000.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Fair Value Measurement

The Company values its convertible notes and amounts due to related partings and short termshort-term loans payable under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The three levels of the fair value hierarchy are as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities, and listed equities.

Level 2 -– Valuations for assets and liabilities that can be obtained from readily available pricing sources via independent providers for market transactions involving similar assets or liabilities. The Company’s principal markets for these securities are the secondary institutional markets, and valuations are based on observable market data in those markets.

Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company uses Level 3 to value its derivative instruments.

Employee Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718 Compensation - StockCompensation-Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest, and will result in a charge to operations.

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EstimatesNet Loss per Share

The financial statementsNet loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are prepared ondetermined by dividing net income by the basisweighted average number of accounting principles generally accepted inshares of common stock outstanding during the United Statesyear. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of America. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimatescommon shares and assumptions that affect the reported amounts of assets and liabilities as of December 31, 2021 and December 31, 2020, and expenses for the year ended December 31, 2021 and December 31, 2020. Actual results could differ from those estimates made by management.dilutive common share equivalents outstanding.

Subsequent Event

The Company evaluated subsequent events through the date when consolidated financial statements are issued for disclosure consideration.

Recent Accounting Pronouncements

In February 2016, the FASB issuedThere are no recent accounting pronouncements that have an accounting standards update for leases. The ASU introduces a lessee model that brings most leasesimpact on the balance sheet. The new standard also aligns many of the underlying principles of the new lessor model with those in the current accounting guidance as well as the FASB’s new revenue recognition standard. However, the ASU eliminates the use of bright-line tests in determining lease classification as required in the current guidance. The ASU also requires additional qualitative disclosures along with specific quantitative disclosures to better enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The pronouncement is effective for annual reporting periods beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020, for non-public entities using a modified retrospective approach. Early adoption is permitted. The Company is still evaluating the impact that the new accounting guidance will have on its financial statements and related disclosures and has not yet determined the method by which it will adopt the standard.Company’s operations

NoteNOTE 3 – Related party transactionsGOING CONCERN

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these consolidated financial statements. The Company has incurred significant operating losses since its inception. As of December 31, 2022, the Company had a working capital deficit of $1,034,923 and an accumulated deficit of $525,881.

The Company expects to generate operating cash flows that will be sufficient to fund presently anticipated operations although there can be no assurance. This raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing to supplement expected cash flow. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its operations become profitable.

The Company may attempt to raise capital in the near future through the sale of equity or debt financing; however, there can be assurances the Company will be successful in doing so. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all.

NOTE 4 – BUSINESS ACQUISITION

On February 10, 2022, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with MySpray Therapeutics Inc. (“MySpray”), a Saskatchewan, Canadian corporation, Nichol Martinuik (“Martinuik”) and Rachel Martinuik (“R. Martinuik”), the sole officers, directors, and shareholders of MySpray, Qatar Consulting Inc. & Company (“Qatar”), Broadway Creative Consultants Corp. (“Broadway”), and David Lazar (“Lazar”), as the sole officer and director of the Company and the managing member of Activist Investing LLC (“Activist”). Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of MySpray was exchanged for (i) 51,110,500 shares of common stock of the Company at the Closing, and (ii) an additional 569,889,500 shares of common stock of ADOB, issued upon the increase in authorized shares of common stock of ADOB to 700,000,000, each of which is to be issued to Martinuik, R. Martinuik, Qatar, Broadway, and Activist, pro-rata, in accordance with the Share Exchange Agreement. As of the date of this Report, none of the 569,889,500 shares had been issued. The former stockholders of MySpray acquired a majority of the issued and outstanding common stock as a result of the share exchange transaction. The transaction has been accounted for as a recapitalization of the Company, whereby MySpray is the accounting acquirer.

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For the acquisition of MySpray the following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired and liabilities assumed:

Consideration paid

Schedule of cosideration paid
Common stock, 621,000,000 shares of the Company restricted common stock valued at $0.001 per share		$	621,000
Net liabilities assumed			62,777
Fair value of total consideration paid		$	683,777

Net assets acquired and liabilities assumed

Schedule of asset and liabilities assumed
Cash and cash equivalents		$	30,542
Accounts receivable			595
Inventory			53,431
Other assets			1,409
Total assets		$	85,977
Accounts payable and accrued liabilities			117,214
Government of Canada loan			31,540
Total liabilities			148,754
Net liabilities assumed		$	62,777

The Company has allocated the fair value of the total consideration paid of $547,022 to goodwill and $136,755 to intangible assets with a life of three years. The value of goodwill represents MySpray’s ability to generate profitable operations going forward. Management estimated the provisional fair values of the intangible assets and goodwill at February 10, 2022.

NOTE 5 – INTANGIBLE ASSETS

As of December 31, 2022, the balance of intangible assets was $88,923. During the year ended December 31, 2021, David Lazar paid accounting2022, the Company recorded $40,764 in amortization expense. As discussed in Note 4, the intangible assets have been valued based on provisional estimates of fair value and audit expenses on behalfare subject to change as the Company completes its valuation assessment by the completion of the one-year measurement period. Amortization for the following fiscal years is estimated to be: 2023 - $42,682; and 2024 - $42,682, 2025 -$3,559.

NOTE 6 – RELATED PARTY TRANSACTIONS

The Company totalling $41,704.has been funded by its executive officers, and officers of its subsidiary. As of December 31, 2021,2022, the balance due to executive officers and a former officer amounted to $227,704 in the form of interest-free demand loans compared to $142,752 during the period ended December 31, 2021. During the year ended December 31, 2022, the Company’s officers have advanced $12,821, to the Company.

Additionally, an officer of MySpray owns the laboratory building that the Company hadoccupies. He rents this facility to MySpray based on a loan payableverbal, month-to-month agreement. MySpray pays approximately $26,000 annually in rent. The Company believes that this rent expense is reasonable and comparable to the rent that would be charged to a third party.

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NOTE 7 – COMMON STOCK AND COMMON STOCK PAYABLE

On May 5, 2022, the Company filed a Certificate of Amendment with the state of Nevada increasing its authorized shares from 75,000,000 to 700,000,000shares of $73,6160.001 to David Lazar.par value common stock. As of December 31, 20212022, and December 31, 2020,2021, a total of 75,000,000 and 23,889,500shares of common stock were issued and outstanding, respectively.

As of the date of this report, the Company also had numerous shares issuable as part of the February 10, 2022 Share Exchange and for private placements accepted from investors during the year ended December 31, 2022. Since the Company has delayed issuing these shares the associated value of the shares has been recorded as a loan payable of $69,137, to Rebecca Lazar,liability on the former President and Chief Executive Officer. These loans are both unsecured, non-interest bearing promissory notes and are payable on demand.

Note 4 – Common stock

The Company is authorized to issue 75,000,000 shares of $.001 par value common stock.

There were 0 share issuances in 2021 or 2020.

Company’s, Balance sheet. As of December 31, 2022 and December 31, 2021 the balance of Common Stock Payable was $843,878 and 2020, a total$-0-, respectively.

The amount of 23,889,500 and 23,889,500 shares$843,878 is comprised of common stock issued and outstanding.the following elements:

●

569,889,500 shares are issuable pursuant to the terms of the share Exchange Agreement. These shares were valued at a par value of $0.001, or $569,889

●

During the three months ended June 30, 2022 the Company raised $194,544, net, from sale of 21,000,000 shares to seven investors at average sale price of these shares was $0.017618 Cad per share, and the repurchase of 24,000,000 shares at an average price of $.00431 Cad.

●

6,000,000 shares are issuable to a consultant valued at $0.012854 per share valued at $77,125. The share price of $0.012854 is equivalent to the average purchase price of the Company’s recently completed private placements and repurchase of shares noted above.

 

None of the above-mentioned shares have been issued or retired as of December 31, 2022.

Note 5NOTE 8 – Subsequent eventsSUBSEQUENT EVENTS

In accordance with SFASthe Statement of Financial Accounting Standards (“SFAS”) 165 (ASC 855-10) management has performed an evaluation of subsequent events through February 1, 2022the date that the consolidated financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.statements except as follows:

 

Subsequent to December 31, 2022 the Company issued 569,889,500 shares related to the Share Exchange Agreement -see Note 7. Common Stock and Common Stock Payable. These shares were valued at a par value of $0.001, or $569,889.

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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following exhibits are included as part of this report:

3.1Exhibit No.	Articles of Incorporation of the Company Inc., as amended on March 16, 2018 (incorporated by reference to our Registration Statement on Form S-1 filed on January 19, 2018)	Description
21.1*		List of Subsidiaries
3.2	Bylaws of the Company Inc. (incorporated by reference to our Registration Statement on Form S-1 filed on January 19, 2018)
2231.1/ 31.2 *	Demand Promissory Note Payable to Activist Investing LLC (incorporated by reference to our Registration Statement on 10-12G/A filed on December 22, 2020)
23	Demand Promissory Note Payable to Rebecca Lazar (incorporated by reference to our Registration Statement on 10-12G/A filed on December 22, 2020)
31.1	Certification of Principal Executive Officer and Principal Accounting and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)/15d-14(a)13a-14(A) or 15d-14(A) under the Securities Exchange Act of 1934
32.132.1/ 32.2 *		Certification of Principal Executive Officer and Principal Accounting and Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS101*		Inline XBRL Instance Document Set for the financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
101.SCH104*	XBRL Schema Document
101.CAL	Inline XBRL Calculation Linkbasefor the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document
101.DEF	XBRL Definition Linkbase Document
101.LAB	XBRL Label Linkbase Document
101.PRE	XBRL Presentation Linkbase Document Set.

 

*

filed herewith

ITEM 16. FORM 10-K SUMMARY

None.

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SIGNATURESIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ADORBS INC.SOUL BIOTECHNOLOGY CORPORATION
Date: February 8, 2022Dated: March 13, 2023	By:	/s/ David Lazar
	Name:	David Lazar
	Title:	David Lazar, Chief Executive Officer, Treasurer and Chief Financial Officer (principal executive officer and principal financial and accounting officer)Secretary

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: February 8, 2022Signature		/s/ David LazarTitle		Date
/s/ David Lazar		Chief Executive Officer, Treasurer, Secretary and Director		March 13, 2023
David Lazar
	President, Chief (Principal Executive Officer, Principal Accounting and Chief Financial Officer, and Director (Principal Executive Officer and Principal Financial Officer)

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