Interest expense related to the mortgage payable amounted to $$1,9035,681 for the threenine months ended March 31,September 30, 2022.

NOTE 8. LOAN PAYABLE – RELATED PARTY

A loan was provided by the CEO, Thom Kidrin, at an interest rate of 7%7%. The loan balance at March 31,September 30, 2022 was $$133,605253,605 with accrued interest of $$18,86325,481. 

NOTE 9. CONVERTIBLE NOTES PAYABLE - RELATED PARTY

The Company has issued a convertible note payable related party in the amount of $200,000.  The convertible note has a 7% annual interest rate and matured on October 15, 2021. Interest and principal are payable at maturity. The note can be converted at any time and either all or part of the amount due into equity at a price of $0.50 per share. If converted into common stock, the related party would own 1% of Company based upon the current number of shares outstanding. The related party holding the convertible note is Worlds Inc. Messrs. Kidrin, Toboroff and Christos are Directors of Worlds Inc. and Mr. Kidrin is the CEO and Mr. Ryan is the CFO of Worlds Inc. On October 15, 2021, the convertible note was extended to October 15, 2023.  All other terms remain the same.  As consideration for extending the maturity date 2 years, the Company is issuing 1000000one million warrants to purchase the Company’s stock at a purchase price $0.05 per share.

As of March 31,September 30, 2022, the Company incurred $$35,039 42,156in interest expense on the convertible note.

NOTE 10. STOCKHOLDER’S EQUITY

Common Stock

The Company did not issue any equitysold 3,111,111 shares with net proceeds of $65,000 through private placements during the threenine months ended March 31,September 30, 2022.

In March 2021, the Company sold 55,372,219 shares with a net proceeds of $$385,000 through private placements. As of March 31,In May 2021, the Company sold 15,714,287shares were not yet issued.with net proceeds of $550,000 through private placements.

In the threenine months ended March 31,September 30, 2021, the Company issued 107,149,148164,680,119 shares of common stock related to the reverse merger in 2020 and 22,292,844 shares that were subscribed for cash in 2020 but not yet issued at December 31, 2020.

As of March 31,September 30, 2022, the Company had 2,677,529,1152,680,640,226 shares of its common stock outstanding.

Series A Preferred Stock

On January 20, 2022, the Company entered into a purchase agreement with its former CEO Jerome Pearring in which the Company sold certain trademarks and its subsidiary Real brands Venture Group Inc. to Mr. Pearring and Mr. Pearring assumed certain notes and contingent liabilities and returned to the Company his 1,000,000 shares of Series A Preferred stock for cancellation.

NOTE 11. STOCK OPTIONS

The Company has outstanding the following stock options as of March 31,September 30, 2022.

No stock options were granted during the nine months ended September 30, 2022. All outstanding stock options are fully vested at September 30, 2022.

NOTE 12. COMMITMENTS AND CONTINGENCIES

The Company is committed to an employment agreement with Thom Kidrin, its President and CEO. Mr. Kidrin entered into the employment agreement with CASH on November 26, 2018. The employment agreement provides for a base salary of $$175,000 per year. Mr. Kidrin is entitled to participate in any stock, stock option or other equity participation plan and any profit-sharing, pension, retirement, insurance, or other employee benefit plan generally available to the executive officers of the Company.

CASH signed an Agreement and Plan of Merger with Purist Acquisition LLC, Purist LLC and Michael S. Metcalfe (“MSM”). Upon consummation of the Merger, CASH will receive ownership rights of all intellectual property related to Purist’s simulated moving bed chromatography technology and will be obligated to the following payments: (i) A cash payment of $90,000, (ii) A certificate representing Seven Hundred Fifty Thousand (750,000) shares of the Company’s Common Stock (or appropriate alternative arrangements if uncertificated shares of Seven Hundred Fifty Thousand (750,000) shares of Company Common Stock represented by book-entry shares will be issued), and (iv) An additional cash payment of Fifty Thousand Dollars ($50,000) to be paid as follows: Within thirty (30) days of its fiscal year end, the Company will deliver an amount equal to one (1%) percent of its net income up to a maximum payment of Fifty Thousand Dollars ($50,000). In the event one (1%) percent of the Company’s net income for the fiscal year ended December 31, 2019, does not equal $50,000,$50,000, then the process shall be repeated at the close of each successive fiscal year until such time as an aggregate of Fifty Thousand Dollars ($50,000) has been delivered to MSM. In addition, on the Closing of the Merger, Company shall enter into a consulting agreement with MSM providing for a monthly fee of $3,500 for a period of twelve (12) months. In connection with his consultancy, MSM will enter into (1) an assignment of inventions agreement assigning ownership rights of all intellectual property related to Purist’s simulated moving bed chromatography technology developed and/or created by MSM during the term of his consultancy and (2) a non-competition agreement pursuant to which MSM will agree to not compete with the Company during the term of his consultancy or within twelve (12) months after termination of his consultancy.  

NOTE 13. CONTINGENT LIABILITIES

During the threenine months ended March 31,September 30, 2022, the contingent liability to TBG Holdings was transferred to Jerome Pearring, the former CEO of the Company as part of the purchase agreement that transferred certain trademarks and its subsidiary Real brands Venture Group Inc. to Mr. Pearring and Mr. Pearring assumed certain notes and this contingent liability and returned to the Company his Series A Preferred stock.

NOTE 14.  SUBSEQUENT EVENTS

The Company has evaluated subsequent events throughsigned a definitive agreement for the filingacquisition of this Quarterly Report on Form 10-Q,substantially all the assets of Boulder Botanical & Biosciences Laboratories, Inc. (Boulder Botanical), a manufacturer of white-label and determined that there have been no events that have occurred that would require adjustments to our disclosuresprivate-label wellness and sports medicine herbal supplements and CBD products, from Frankens Investment Fund, LLC, which had acquired Boulder Botanical in April 2022. The acquisition will include Boulder Botanical’s brands for human and pet markets, IP, and distribution at the 27,000 sq. ft. R&D and production facility in Golden, Colorado.

On October 6, 2022 an action (the “Action”) was filed in the financial statements.Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida, by Rodney A. Hamilton, Sr., as Trustee of the Rodney A. Hamilton Living Trust, a California Trust, against, along with another defendant, the Company, The complaint in the Action alleges, inter alia, breach of contract with respect to certain trademarks and seeks monetary damages to be determined at trial but at least $75,000. Inasmuch as the Action is still in its infancy, the Company cannot express any opinion as to its ultimate resolution, but the Company believes that the claims are without merit and intends to vigorously defend the matter. 

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statements in this report which express "belief," “plan” "anticipation" or "expectation," as well as other similar or other statements which are not historical facts, are forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or anticipated results, including those that may be set forth below and elsewhere in this report. Examples of these uncertainties and risks include, but are not limited to:

The following discussion should be read in conjunction with our financial statements and notes thereto included elsewhere in this report. 

OVERVIEW

The Company’s primary business is hemp CBD oil/isolate extraction, wholesaling of CBD oils and isolate, and production and sales of hemp-derived CBD consumer brands. The Company’s brand development strategy will be to leverage existing Company resources into creating online sales, licensing opportunities and a distribution network for proprietary legal hemp.

Current Operations 

The Company constructed a new, state-of-the-art facility in New Providence, Rhode Island that is equipped with our proprietary Halo 5 processing technology system (encompassing chemistry, mechanical engineering, and computer software) that produces a consistent 99.9% pure CBD distillate and isolate.

Marketing 

The market for consumer products produced with CBD derived from hemp is expected to increase substantially over the next five years, and we believe we are well positioned to be a significant player in this space. The Company is building a high-volume, low cost ingredient supply chain of consistent CBD distillate and isolate and believe that our proprietary technology system will allow us to be best positioned to protect gross margins in our wholesale ingredient supply business when more traditional commoditized pricing takes shape in the market over time. 

Sales 

We intend to grow our business by launching multiple web-based platforms to educate and sell direct to consumers the Company’s owned and licensed brands that focus on CBD derived from hemp products and continuing to develop and expand our own proprietary branded retail line of products.

Product Development

Our HALO.5 Simulated Moving Bed Chromatography System (SMB) is an integrated 6-column SMB system designed for isolation and purification of chemical compounds at a high rate of productivity as compared to single column batch chromatography. The Company is extracting and refining essential oils and compounds of interest from certified hemp cultivars through the use of its proprietary processing technology and methodology. We currently work with qualified labs and contract formulators to formulate our products. We seek to create unique product formulas that will be recognized by consumers and the industry for their point of difference and efficacy of ingredients.

Ingredient and Material Supply chain

The Company is extracting and refining essential oils and compounds of interest from certified hemp cultivars. We intend purchase other ingredients, required for production, both direct from processors and from third-party manufacturers and fillers as our formulations require. We intend to purchase additional packaging components that are manufactured to our design specifications using our unique brand image directly from packaging firms that specializes in consumer products packaging.

Competition

Our competition is primarily companies that manufacture and produce CBD derived from hemp consumer products. This is a broad market and encompasses startup companies and well-established companies with international brands. Despite the significant competition in this industry from larger, well-established and well-capitalized companies, we believe that the emerging nature of this industry, our consumer products experience and our ability to leverage the flexibility of a start-up may give us some advantages. Specifically, without a large organizational structure we expect to establish a broader product offering more quickly and in a cost-effective manner. There are no assurances, however, that we will ever be successful in effectively competing in this market segment.

Intellectual Property

Our HALO.5 Simulated Moving Bed Chromatography System (SMB) is an integrated 6-column SMB system designed for isolation and purification of chemical compounds at a high rate of productivity as compared to single column batch chromatography. It has powerful simulation software (Optional Ypso-Facto Chromworks®) as well as an integrated DAD UV/VIS photometric detectors that allow for rapid and accurate method development. All of this is combined with application support for specific applications such as cannabinoid isolation and mitigation. The HALO.5 is a powerful tool for rapid production of purified chemical compounds. We believe that through this device our products can be made more quickly, more purified, and less expensively than our competitors.

Government Regulation

We are subject to local and federal laws in our operating jurisdictions. A range of federal regulations govern our product development, manufacturing, distribution, sales and marketing, including the Dietary Supplement Health and Education Act of 1994 (the “DSHEA”). 

CBD

Cannabinoids (CBD) are chemical compounds found in the cannabis plant. Hemp is a cannabis plant and where our CBD is derived from. CBD has been studied as to its therapeutic attributes. Taking CBD mimics and augments the effects of compounds in the body called endogenous cannabinoids. Endocannabinoids are part of the regulatory system called the endocannabinoid system. The endocannabinoid system plays important roles in the central nervous system and in regulating a broad range of physiological processes that affect our everyday experience – our mood, our energy level, our intestinal fortitude, immune activity, blood pressure, bone density, glucose metabolism, how we experience pain, stress, hunger, and more. Studies have shown that CBD is non-psychoactive unlike tetrahydrocannabinol (THC).

Farm Bill

On December 20, 2018, the 2018 Farm Bill was signed into law. The law went into effect on January 1, 2019.

As a consequence of the 2018 Farm Bill, hemp has now been permanently removed from the Controlled Substances Act (CSA). It is now deemed an agricultural commodity, no longer able to be classified as a controlled substance, like marijuana. Furthermore, by redefining hemp to include its “extracts, cannabinoids and derivatives,” Congress explicitly removed popular hemp products – such as hemp-derived CBD — from the purview of the CSA.

Accordingly, the Drug Enforcement Administration (DEA) no longer has any claim to interfere with the interstate commerce of hemp products, so as long as the THC level is at or below 0.3%. State and Tribal governments may impose separate restrictions or requirements on hemp growth and the sale of hemp products. However, they cannot interfere with the interstate transport of hemp or hemp products.

We believe that the 2018 Farm Bill should give comfort to federally regulated institutions, pharmacies, banks, merchant services, credit card companies, e-commerce sites and advertising platforms, to conduct commerce with the hemp and hemp CBD industry

The Food and Drug Administration (FDA) on CBD and Hemp

The FDA’s statements regarding the 2018 Farm Bill noted the substantial public interest in CBD and the clear interest of Congress in fostering the development of appropriate hemp products. The FDA intends to hold a public meeting(s) in the near future for stakeholders to share their experiences and challenges with these products, including information and views related to the safety of such products.

The FDA appears committed to pursuing an efficient regulatory framework for allowing product developers that meet the requirements under their authorities to lawfully market these types of products. However, despite these steps by the FDA there are other factors which are beyond our control, which could jeopardize our ability to successfully market our planned products. Any such setback would have a material adverse effect on our business and prospects.

Environmental Matters

Compliance with federal, state and local requirements regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, have not had, nor are they expected to have, any material effect on the Company.

RECENT DEVELOPMENTS

The Company purchased and renovated its own building and hemp processing facility at 12 Humbert St., in North Providence, RI. We have constructed a new, state-of-the-art facility in New Providence, Rhode Island that is equipped with our proprietary Halo 5 processing technology system (encompassing chemistry, mechanical engineering, and computer software) that produces a consistent 99.9% pure CBD distillate and isolate at less than $200 Liter/Kilogram. Halo 5 is a proprietary chromatography extraction technology utilizing a Simulated Moving Bed (“SMB”) engineered process for chromatographic separation. The SMB process is advantageous because it provides large quantities of highly purified material and precise pharmaceutical grade molecular separation at dramatically reduced costs.

We completed a reverse merger to acquire Canadian American Standard Hemp Inc. (“CASH”) on October 26, 2020 (the “Merger”). Real Brands’ name and trading symbol were maintained, with CASH shareholders acquiring majority control of Real Brands. CASH continues to operate as a wholly-owned subsidiary of Real Brand under the name CASH Inc. Thomas Kidrin, CEO of CASH, has been named Chief Executive Officer (CEO) of Real Brands.

Critical Accounting Policies

Our material accounting policies, which we believe are the most critical to investors understanding of our financial results and condition, are discussed below. Because we are still early in our enterprise development, the number of these policies requiring explanation is limited. As we begin to generate increased revenue from different sources, we expect that the number of applicable policies and complexity of the judgments required will increase.

Revenue Recognition: ASC 606 Revenue from Contracts with Customers establishes a single and comprehensive framework which sets out how much revenue is to be recognized, and when. The core principle is that a vendor should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the vendor expects to be entitled in exchange for those goods or services. Revenue will now be recognized by a vendor when control over the goods or services is transferred to the customer. In contrast, Revenue based revenue recognition around an analysis of the transfer of risks and rewards; this now forms one of a number of criteria that are assessed in determining whether control has been transferred. The application of the core principle in ASC 606 is carried out in five steps: Step 1 – Identify the contract with a customer: a contract is defined as an agreement (including oral and implied), between two or more parties, that creates enforceable rights and obligations and sets out the criteria for each of those rights and obligations. The contract needs to have commercial substance and it is probable that the entity will collect the consideration to which it will be entitled. Step 2 – Identify the performance obligations in the contract: a performance obligation in a contract is a promise (including implicit) to transfer a good or service to the customer. Each performance obligation should be capable of being distinct and is separately identifiable in the contract. Step 3 – Determine the transaction price: transaction price is the amount of consideration that the entity can be entitled to, in exchange for transferring the promised goods and services to a customer, excluding amounts collected on behalf of third parties. Step 4 – Allocate the transaction price to the performance obligations in the contract: for a contract that has more than one performance obligation, the entity will allocate the transaction price to each performance obligation separately, in exchange for satisfying each performance obligation. The acceptable methods of allocating the transaction price include adjusted market assessment approach, expected cost plus a margin approach, and, the residual approach in limited circumstances. Discounts given should be allocated proportionately to all performance obligations unless certain criteria are met and reallocation of changes in standalone selling

prices after inception is not permitted. Step 5 – Recognize revenue as and when the entity satisfies a performance obligation: the entity should recognize revenue at a point in time, except if it meets any of the three criteria, which will require recognition of revenue over time: the entity’s performance creates or enhances an asset controlled by the customer, the customer simultaneously receives and consumes the benefit of the entity’s performance as the entity performs, and the entity does not create an asset that has an alternative use to the entity and the entity has the right to be paid for performance to date.

Valuation of Deferred Taxes: We account for income taxes in accordance with the liability method. Under the liability method, we recognize deferred assets and liabilities based upon anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. We establish a valuation allowance to the extent that it is more likely than not that deferred tax assets will not be utilized against future taxable income.

Valuation of Equity Instruments Granted to Employee, Service Providers and Investors: On the date of issuance, the instruments are recorded at their fair value as determined using the Binomial Option Pricing Model.  

Allowance for Accounts Receivable: We estimate losses from the inability of our distributors to make required payments and periodically review the payment history of each of our distributors, as well as their financial condition, and revise our reserves as a result.

Inventory Valuation: All inventories are stated at lower of cost or net realizable value, with cost determined substantially on a “first-in, first-out” basis. Selling, general, and administrative expenses are not inventoried, but are charged to expense when purchased.

RESULTS OF OPERATIONS

Three months ended March 31,September 30, 2022 compared to three months ended March 31,September 30, 2021

Sales Revenue, Cost of Sales and Gross Loss: Revenues from the sale of our products for the three months ended March 31,September 30, 2022 and 2021 were $6,853$824 and $461,$2,490, respectively. Sales have been to local retailers where the company has an existing relationship. There has been no sales activity by the Company during the year and as a result the sales are less than last year. Revenues in 2022 and 2021 were generated from the sale of our tinctures.

Costs of sales was $7,357$0 in the three months ended March 31,September 30, 2022 and $26,310$14,184 in the three months ended March 31,September 30, 2021. The Company expenses all packaging material as a cost of sale at the time of purchase. For the three months ended March 31,September 30, 2022, the Company had a gross lossincome of $503$824 compared to a gross loss of $25,849$11,694 for the three months ended March 31,September 30, 2021.

General and Administrative Expense: General and administrative expenses for the three months ended March 31,September 30, 2022, decreased by $981$32,894, to $123,087$54,509 as compared to $124,068$87,403 for the three months ended March 31,September 30, 2021. WithThe decrease is due to a general decrease of less than 1%, the expensesin activity. Even though our production facility has been completely built out we have remained stable.not started production and operations at our facility.

Payroll and Related: Payroll and related increased by $45,711$5,538 to $105,197$106,574 for the three months ended March 31,September 30, 2022 from $59,486$101,036 for the three months ended March 31,September 30, 2021. The small increase is due to hiring an additional employee compared to last year and ana slight increase in activity atbut our production facility which was undergoingis not at a renovation last year. point where production and operations can be ramped up again.

Professional Fees: Professional fees decreasedincreased to $11,220$65,500 for the three months ended March 31,September 30, 2022 compared to $90,265$62,423 for the three months ended March 31,September 30, 2021. The decrease is due to a drop in legal fees in 2022 where in 2021 we incurred fees due to trademark, licensing and costs related to the merger.

Depreciation expense: Depreciation expense was $20,222$20,618 for the three months ended March 31,September 30, 2022 compared to a depreciation expense of $36,298$36,299 for the three months ended March 31,September 30, 2021.

Interest Expense: Interest expense for the three months ended March 31,September 30, 2022 was $5,877$8,271 compared to interest expense of $6,034$6,128 in the three months ended March 31,September 30, 2021.

Net Loss: As a result of the foregoing, we realized a net loss of $266,105$254,649 in the three months ended March 31,September 30, 2022 compared to a net loss of $235,341$304,983 for the three months ended March 31,September 30, 2021.

There was no income tax benefit recorded for the years ended December 31, 2021 or 2020, due to recurring net operating losses.

Nine months ended September 30, 2022 compared to nine months ended September 30, 2021

Sales Revenue, Cost of Sales and Gross Loss: Revenues from the sale of our products for the nine months ended September 30, 2022 and 2021 were $8,434 and $4,035, respectively. Revenues in 2022 were generated from the sale of our tinctures.

Costs of sales was $7,507 in the nine months ended September 30, 2022 and $69,375 in the nine months ended September 30, 2020. The Company expenses all packaging material as a cost of sale at the time of purchase. For the nine months ended September 30, 2022, the Company had a gross profit of $927 compared to a gross profit of $65,340 for the nine months ended September 30, 2021. 

General and Administrative Expense: General and administrative expenses for the nine months ended September 30, 2022, increased by $24,641, to $280,862 as compared to $256,221 for the nine months ended September 30, 2021. The increase is due to a general increase in activity at our facility and establishing relationships with business partners.

Payroll and Related: Payroll and related increased by $88,466 to $315,686 for the nine months ended September 30, 2022 from $227,220 for the nine months ended September 30, 2021. The Company hired an additional employee to manage the Company’s Phaze hemp-infused sports wellness line.

Professional Fees: Professional fees decreased to $89,400 from $237,438 for the nine months ended September 30, 2022. The decrease is due to extra costs in 2021 associated with making the Company compliant in its reporting responsibilities and costs related to the merger of the Companies.

Stock option expense: Stock option expense was $0 for the nine months ended September 30, 2022 compared to $1,065,390 for the nine months ended September 30, 2021.

Gain on forgiveness of PPP Loan: The Company applied for and received forgiveness on its two SBA PPP loans in the aggregate amount of $143,485 for the nine months ended September 30, 2021 Having no further PPP loans, the amount was $0 for the nine months ended September 30, 2022.

Depreciation expense: Depreciation expense was $61,458 for the nine months ended September 30, 2022 compared to a depreciation expense of $108,894 for the nine months ended September 30, 2021.

Interest Expense: Interest expense for the nine months ended September 30, 2022 was $20,945 an increase of $2,720 from the interest expense of $18,225 in the nine months ended September 30, 2021.

Net Loss: As a result of the foregoing, we realized a net loss of $767,424 in the nine months ended September 30, 2022 compared to a net loss of $1,835,244 for the nine months ended September 30, 2021.

LIQUIDITY AND CAPITAL RESOURCES

Since our inception, we have raised capital through the public and private sale of debt and equity and funding from collaborative arrangements. At March 31,September 30, 2022, we had cash of $11,313$8,319 and a negative working capital of $1,295,115.$1,701,687.

We will be required to raise additional funds through public or private financing, increased sales, additional collaborative relationships or other arrangements. We cannot be certain that our existing and available capital resources will be sufficient to satisfy our funding requirements through 2022. We are evaluating various options to raise additional funds, including new equity and loans and no assurance can be given that we will be successful.

Our financial statements have been prepared and presented on a basis assuming we will continue as a going concern. The above factors raise substantial doubt about our ability to continue as a going concern, as more fully discussed in Note 1 to the condensed consolidated financial statements contained herein.

Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements, no special purpose entities, and no activities that include non-exchange-traded contracts accounted for at fair value. 

Item 4. Controls And Procedures

As of March 31,September 30, 2022, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31,September 30, 2022.

Changes in Internal Control Over Financial Reporting

During the quarter covered by this report there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

None. See Note 14, Subsequent Events, to the attached financial statements.

Item 1A. Risk Factors

We are not obligated to disclose our risk factors in this report, however, limited information regarding our risk factors appears in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Forward-Looking Statements” contained in this Quarterly Report on Form 10-Q and in “Item 1A. RISK FACTORS” of our 2021 Annual Report on Form 10-K. There have been no material changes from the risk factors previously disclosed in our 2021 Annual Report on Form 10-K. 

The above notwithstanding, we are mindful of the COVID-19 pandemic sweeping the world in general and in particular the United States. Inasmuch as our business model does not rely on sales of a product or services or consumer access thereto, we do not believe that we will be negatively impacted by the pandemic and the economic havoc it is wreaking on the economies of the United States and the world.

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

None The Company sold 3,111,111 shares with net proceeds of $65,000 through private placements during the nine months ended September 30, 2022. The proceeds were used to pay for recurring business expenses.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure

Not applicable. 

Item 5. Other Information 

None. 

Item 6. Exhibits

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this Report to be signed on its behalf by the undersigned thereto duly authorized.

Date: May ,November 18, 2022