UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form FORM 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED:  March 31, 2018For the quarterly period ended September 30, 2023

or

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

For the transition period from __________ to __________

Commission File Number: ________________

ADORBS INC.

(Exact name of registrant as specified in its charter)file number 333-222631

234 E. Beech Street, Long Beach, NY 11561

 (Address of principal executive offices, Zip Code)

(516) 544-2812

(Registrant’s telephone number, including area code)code (306) 563-4123

(Former name, former address and former fiscal year, if changed since last report)Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☐ Yes   ☐       ☒ No ☒

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

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

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

The number of shares outstanding of the registrant’s common stock outstanding as of April 24, 2018November 20, 2023 was 21,000,000.598,545,644 shares.

DOCUMENTS INCORPORATED BY REFERENCE — NONE

SOUL BIOTECHNOLOGY CORPORATION

QUARTERLY REPORT ON FORM 10-Q

ADORBS INC.

March 31, 2018

TABLE OF CONTENTSFOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 (UNAUDITED)

PART I FINANCIAL INFORMATION

Item 1. Condensed Consolidated financial statements.

Index to Condensed Consolidated financial statements

FORWARD LOOKING STATEMENTSSOUL BIOTECHNOLOGY CORP.

Condensed Balance Sheets

This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements.

Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our report on Form 8-K which was filed with the SEC on January 20, 2017 (the “Super 8-K”), in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q and information contained in other reports that we file with the SEC. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

ADORBS INC.

BALANCE SHEET

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

statements

SOUL BIOTECHNOLOGY CORP.

ADORBS INC.Condensed Statements of Operations

(Unaudited)

STATEMENTS OF OPERATIONS

(Unaudited)

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

statements

ADORBS INC.SOUL BIOTECHNOLOGY CORP.

Condensed Statements of Changes in Shareholders’ Deficit

For the Three and Nine Months Ended September 30, 2023 and 2022

(Unaudited)

STATEMENTS OF CASH FLOWS

(Unaudited)

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

statements

SOUL BIOTECHNOLOGY CORP.

ADORBS INC.Condensed Consolidated Statements of Cash Flows

(Unaudited)

NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)NOTE 1 – ORGANIZATION AND DESCRIPTION OF THE BUSINESS

MARCH 31, 2018

Note 1 – Organization and basis of accounting

Basis of Presentation and Organization

Soul Biotechnology Corporation, f/k/a Adorbs IncInc. (“Soul” or the “Company”) is a Nevada corporation. Adorbs iswas formerly a developmental stage corporation formed to provide mostly organic children’s clothing designed to be cute, comfortable, and trendy. The Company was incorporated under the laws of the State of Nevada on October 18, 2017. The company office is located at 234 E. Beech Street, Long Beach, NY 11561. On that date, the Company was authorized to issue 75,000,000 shares of common stock at $0.001$0.001 par value.

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, to be 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 will acquire 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.

Immediately after completion of such share exchange, the Company will have a total of 644,889,500 issued and outstanding shares, with authorized share capital for common share of 700,000,000.

Consequently, the Company has ceased to fall under the definition of a shell company as defined in Rule 12b-2 under the Exchange Act of 1934, as amended (the “Exchange Act”) and MySpray is now a wholly-owned subsidiary.

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 700,000,000 shares of $0.001 par value common stock. None of the additional 569,889,500 shares issuable under the terms of the Share Agreement, have been issued.

MySpray creates innovative and clinically developed products for the global natural health community in the areas of immune function, mental health, and pain management and is currently the license holder of 9 Natural Product Numbers (NPN) through the Natural and Non-prescription Health Products Directorate division of Health Canada.

MySpray is preparing to expand formulas to support clinical trials along with the licensing for research and development in the fields of mental health and the impact of treatment protocols with phytonutrients, medicinal mushrooms, and psychedelic compounds under our current “MyShrooms” brand. Also, MySpray is 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:

The Company changed its name to Soul Biotechnology Corporation on January 3, 2023.

On March 13, 2023, the sole existing director and officer resigned immediately. Accordingly, David Lazar, serving as a director and an officer, ceased to be the President, Chief Executive Officer, Chief Financial Officer, and as a Member of the Board of Directors of the Company. Also on March 13, 2023, Rachel Martinuik consented to the new CEO, CFO, Treasurer, and a Member of the Board of Directors of the Company and Nichol Martinuik consented to act as the new President, Secretary, and a Member of the Board of Directors of the Company.

Rachel Martinuik, 47, CEO and Chair of the board of MySpray, has been part of MySpray from inception. In her previous role as Chief Operating Officer, her responsibilities included the oversight of MySpray’s resources and oversees budgetary expenditures.

Nichol Martinuik, 47, President & Founder of MySpray, has been in health sciences, traditional medicine, and the natural health industry since 1997, gaining clinical experience in pain management, disease prevention, and therapeutic health solutions.

On June 1, 2023 the Company decided to transition from its current Clinic Operations to the establishment of a research laboratory. This strategic move was driven by the Company’s commitment to innovation and advancing the field of healthcare through research and development to include clinical trials of medicinal mushrooms, cannabinoids, and psychedelic compounds including psilocybin. All of the assets and results of operations from Clinic Operations have been treated as discontinued operations for all periods presented in the condensed financial statements. See Note 4. Discontinued Operations.

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

Discontinued Operations

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 partoperations of the Company’s product portfolio. The Companyformer Clinic Division has not realized significant salesbeen presented as discontinued operations. Unless otherwise noted, amounts and disclosures throughout these Notes to Condensed Consolidated Financial Statements relate solely to continuing operations and exclude all discontinued operations. See Note 4. for the three months ended March 31, 2018 and for the year ended December 31, 2017. A development stage company is defined as one in which all efforts are devoted substantially to establishing a new business and, even if planned principal operations have commenced, revenues are insignificant.additional information on discontinued operations.

Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming the continuationCompany 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 condensed consolidated financial statements.

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 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 ofTherefore, the Company is making effortswill need to raise additional funding until a registration statement relatingfunds and is currently exploring alternative sources of financing to an equity funding facility is in effect. While management ofsupplement the expected cash flow. Historically, the Company believes that ithas 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 its capital formation and planned operating activities, theredoing so. There can be no assurance that such additional financing will be available to the Company will be able to raise additional equity capital,on acceptable terms 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.at all.

The results for the three months ended March 31, 2018 are not necessarily indicativeManagement’s Representation of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10K for the year ended December 31, 2017, filed with the Securities and Exchange Commission.Interim Condensed Consolidated Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company without audit. Inaudit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company uses the same accounting policies in preparing quarterly and annual condensed consolidated financial statements. Certain information and footnote disclosures normally included in condensed consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements include all of the adjustments, which in the opinion of management all adjustments (which include only normal recurring adjustments)are necessary to present fairly thefor a fair presentation of financial position and results of operations,operations. All such adjustments are of a normal and cash flows at March 31, 2018 andrecurring nature. Interim results are not necessarily indicative of results for the related periods presented.

a full year.

Note 2 – Summary of significant accounting policiesEstimates

The preparation of condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities on the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to the amortization period for intangible assets and income taxes. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these condensed 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 September 30, 2023, and December 31, 2022, the on-hand cash balances were $10,574 and $41,808, respectively.

Inventory

Inventory, is stated at the lower of cost or market. Cost isnet realizable value with cost determined usingunder the first-in, first-out (“FIFO”) method. On January 15, 2018, the Company entered into a manufacturing agreement with a third party manufacturer to produce 100% organic kids clothing inventory. The agreement calls for periodic payments by the Company. During the three months ended March 31, 2018 the company made payments totaling $5,178.12 towards the total invoice. As of MarchSeptember 30, 2023, and December 31, 20182022, inventory amounted to $38,542 and 2017, the Company had work in progress inventory of $26,303 and $0,$35,281, respectively.

Revenue RecognitionGoodwill 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. The Company recognize revenues when delivery of goods or completion of servicesalso has occurred provided therepurchased intellectual property which is persuasive evidence of an agreement, acceptance has been approved by its customers, the feeamortized over a one year period.

Goodwill is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivablenot amortized but is probable.

Furniture and Fixtures

Furniture and fixtures are recorded at cost and depreciated using the straight-line method at rates determinedsubject to estimate the useful lives of the assets.

Long-lived assets

annual impairment testing unless circumstances dictate more frequent assessments. The Company accountsperforms an annual impairment assessment for its long-lived assets in accordance with FASB ASC 360-10, “Property, Plantgoodwill during the fourth quarter of each year and Equipment” which requires that long-lived assets be reviewed for impairmentmore frequently whenever events or changes in circumstances indicate that the historical cost carryingfair value of anthe asset may no longer be appropriate. The Company assesses 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 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 recordedrecognized in an amount equal to the difference between the asset’s carrying value and fair value or disposal value.excess.

Income TaxesDue to the discontinuation of Clinic Operations as described throughout this Report, during the three months ended June 30, 2023, the Company performed an impairment analysis and determined that its goodwill and intangible assets were fully impaired. As a result the Company recorded an impairment charge of $590,512 on its Statements of Operations for the three months ended June 30, 2023.

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 occurs. 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.

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% valuation allowance with respect to deferred tax assets.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.

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.

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 March 31, 2018, and expenses for the year ended March 31, 2018. 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 the condensed consolidated financial statements are issued for disclosure consideration.

Recent Accounting Pronouncements

In May 2014,There are no recent accounting pronouncements that have an impact on the FASBCompany’s operations.

NOTE 3 – GOING CONCERN

The accompanying condensed 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 condensed consolidated financial statements. The Company has incurred significant operating losses since its inception. As of September 30, 2023, the Company had a working capital deficit of $245,094 and an accumulated deficit of $2,035,661.

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 the 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 – DISCONTINUED OPERATIONS

On September 1, 2023 the Company decided to transition from its current Clinic Operations to the establishment of a research laboratory. This strategic move was driven by the Company’s commitment to innovation and advancing the field of healthcare through research and development. All of the assets and results of operations from Clinic Operations have been treated as discontinued operations for all periods presented in the condensed financial statements. The assets and liabilities of Clinic Operations were transferred to the Company’s CEO and her spouse for no consideration since Clinic Operations were not profitable in either 2022 or 2023 to date. The following table reflects the results of operations from Clinic Operations for the periods presented.

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, to be issued ASU 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). The objectiveupon the increase in authorized shares of ASU 2014-09common stock of ADOB to 700,000,000, each of which is to establish a single comprehensive model for entitiesbe issued to useMartinuik, R. Martinuik, Qatar, Broadway, and Activist, pro-rata, in accounting for revenue arising from contractsaccordance with customers and will supersede mostthe Share Exchange Agreement. As of the existing revenue recognition guidance, including industry specific guidance. The core principledate of ASU 2014-09 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the new guidance, an entity will: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the contract’s performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 applies to all contracts with customers except those that are within the scope of other topics in the FASB ASC. In April and May 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers – Identifying Performance Obligations and Licensing”, ASU 2016-11, “Revenue Recognition and Derivatives and Hedging – Recession of SEC Guidance”, ASU 2016-12, “Revenue from Contracts with Customers – Narrow-Scope Improvements and Practical Expedients”, and ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers”.  These ASUs each affect the guidancethis Report, none of the new revenue recognition standard in ASU 2014-09 and related subsequent ASUs.569,889,500 shares had been issued. The new guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017 for public companies. Early adoption is only permitted asformer stockholders of annual reporting periods beginning after December 15, 2016. Entities have the option of using eitherMySpray will acquire a full retrospective or modified approach to adopt ASU 2014-09.

On January 1, 2018, we adopted the new accounting standard ASC 606, “Revenue from Contracts with Customers and all the related amendments” (“ASC 606”) to all contracts which were not completed or expired as of January 1, 2018 using the modified retrospective method. We will recognize the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. Results for reporting periods beginning after

January 1, 2018 will be presented under ASC 606, while the comparative information will not be restated and will continue to be reported under the accounting standards in effect for those periods. We expect the impactmajority of the adoptionissued and outstanding common stock as a result of the new standardto be immaterial to our revenue and net income on an ongoing basis.

With the adoption of the standard, the financial statements will be supplemented by new disclosure requirements. Areas of focus and updated presentation requirements include disclosures surrounding contracts with customers, disaggregation of revenue, contract balances, performance obligations, significant judgements used in the application of the guidance andshare exchange transaction. The transaction price allocation to remaining performance obligations.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 eliminates the diversity in practice related to the classification of certain cash receipts and payments for debt prepayment or extinguishment costs, the maturing of a zero-coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interests obtained in a financial asset securitization. ASU 2016-15 designates the appropriate cash flow classification, including requirements to allocate certain components of these cash receipts and payments among operating, investing and financing activities. The guidance is effective for the Company beginning after December 15, 2017, although early adoption is permitted. The Company currently is in the process of evaluating the impact of the adoption on its financial statements.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash a consensus of the FASB Emerging Issues Task Force (“ASU 2016-18”). ASU 2016-18 requires restricted cash and cash equivalents to be included with cash and cash equivalents on the statement cash flows. The new standard is expected to be effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, with early adoption permitted. The Company currently is in the process of evaluating the impact of the adoption on its financial statements.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this Update is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should behas been accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company currently is in the process of evaluating the impactrecapitalization of the adoption on its financial statements.Company, whereby MySpray is the accounting acquirer.

In January 2017,For the FASB issued ASU No. 2017-04, Intangibles – Goodwillacquisition of MySpray the following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired and Other (Topic 350); Simplifying the Test for Goodwill Impairment.liabilities assumed:

Consideration paid

During the three months ended June 30, 2023 the Company acquired intellectual property (IP) by issuing 44,920,000 shares of its common stock valued at $1,707,396. The company is amortizing the value of its IP over a one year period. As a result the Company has recorded amortization expense of $845,293 on its Statements of Operations for the six months ended September 30, 2023. As of September 30, 2023 the balance of intangible assets was $830,571. This amount by whichwill be amortized prorata over the carrying amount exceeds the reporting unit’s fair value; however, the loss should not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for public companies for the reporting periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. Although the Company cannot anticipate future goodwill impairment, based on the most recent assessment, it is unlikely that an impairment amount would need to be calculated and, therefore, does not anticipate a material impact on the Company’s financial statements. The current accounting policies and procedures are not anticipated to change, except for the elimination of the Step 2 analysis. The Company currently is in the process of evaluating the impact of the adoption on its financial statements.

In May 2017, the FASB issued ASU No 2017-09 “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting” (ASU 2017-09). ASU 2017-09 provides clarity and reduces both (i) diversity in practice and (ii) cost and complexity when applying the guidance in Topic 718, Compensation-Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in ASU 2017-09 provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. An entity should account for the effects of a modification unless all three of the following are met: (1) The fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement is used) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification. (2) The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified. (3) The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. Note that the current disclosure requirements in Topic 718 apply regardless of whether an entity is required to apply modification accounting under the amendments in ASU 2017-09. ASU 2017-09 is effective for all annual periods, and interim periods within those annual periods, beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the effects of ASU 2017-09 on its audited financial statements.

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently assessing the potential impact of adopting ASU 2017-11 on its financial statements and related disclosures.

next six months.

NOTE 7 – RELATED PARTY TRANSACTIONS

The Company has been funded by its executive officers, a former executive officer, and officers of its subsidiary. As of September 30, 2023, the balance due to these individuals amounted to $228,688 in the form of interest-free demand loans, compared to $227,704 during the period ended December 31, 2022. During the nine months ended September 30, 2023, the Company’s officers have advanced $984 in interest free loans to the Company.

On September 19, 2023 the former CEO of the Company, David Lazar entered into a $27,778 convertible loan with the Company bearing interest at 3.5%. The maturity date of the Note 3 – Related party transactionsis September 10, 2024. The conversion price is currently not determinable because the Company’s common stock doesn’t trade on any exchange.

On June 1, 2023 the Company decided to transition from its current Clinic Operations to the establishment of a research laboratory. This strategic move was driven by the Company’s commitment to innovation and advancing the field of healthcare through research and development. All of the assets and results of operations from Clinic Operations have been treated as discontinued operations for all periods presented in the condensed consolidated financial statements. The assets and liabilities of Clinic Operations were transferred to the Company’s CEO and her spouse for no consideration since Clinic Operations were not profitable in either 2022 or 2023 to date.

During the three months ended March 31, 2017,June 30, 2023 the Company’s CEO and her spouse each voluntarily donated 47,500,000 of their common shares, for of total of 95,000,000 common shares which were returned to the Company’s treasury.

NOTE 8 – COMMON STOCK AND COMMON STOCK PAYABLE

On May 5, 2022, the Company received $9,600 in additional loans fundsfiled a Certificate of Amendment with the state of Nevada increasing its authorized shares from Rebeca Lazar, President and Chief Executive Officer. As of March 31, 2018, the Company had a loan payable of $31,459, respectively75,000,000 to Rebecca Lazar, President and Chief Executive Officer. This loan is unsecured, non-interest bearing, and has no specific terms for repayment.

Note 4 – Common stock

The Company is authorized to issue 75,000,000700,000,000 shares of $.001$0.001 par value common stock. On November 29, 2017, the Company issued 3,000,000As of September 30, 2023, and December 31, 2022, a total of 598,545,644 and 75,000,000 shares of common stock with a par value of $0.001 to Rebecca Lazar, President & Chief Executive Officer for $3,000.were issued and outstanding, respectively. The Company has issued the following shares during 2023:

On January 16, 2018, the Company issued 11,000,000 shares of common stock to Rebecca Jill Lazar at par for a total of $11,000.

On January 17, 2018, the Company issued 7,000,000 shares of common stock to Rebecca Jill Lazar at par for a total of $7,000.

As of March 31, 2018, a total of 21,000,000 shares of common stock issued and outstanding.

Note 5NOTE 9 – Subsequent eventsSUBSEQUENT EVENTS

On April 23, 2018,In accordance with the Company receivedStatement of Financial Accounting Standards (“SFAS”) 165 (ASC 855-10) management has performed an additional $5,000evaluation of subsequent events through the date that the condensed consolidated financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in loan funds from Rebecca Lazar, President and Chief Executive Officer.

these condensed consolidated financial statements.

ITEMItem 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Business DevelopmentThe following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and the related notes thereto. The management’s discussion and analysis contains forward-looking statements, such as statements of our plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q. The following discussion should be read in conjunction with our audited financial statements and the related notes that appear in our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 30, 2022.

Adorbs Inc. (“Adorbs”, or the “Company”) was incorporated under the laws of the State of Nevada on October 18, 2017. Adorbs is a developmental stage corporation formed to provide mostly organic children’s clothing designed to be cute, comfortable, and trendy. The vision of Adorbs 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.Overview

Furthermore,Business Overview

Soul Biotechnology Corporation is a US holding company incorporated in Nevada in October 2017, which operates through the Company has appliedCompany’s wholly owned subsidiary MySpray Therapeutics Inc. (“MySpray”), a Saskatchewan, Canada corporation incorporated on October 2, 2012.

MySpray creates innovative and clinically developed products for the word mark ADORBS: U.S. Application Serial No. 87/752,589, as well asglobal natural health community in the Adorbs logo: U.S. Application Serial No. 87/752,591.areas of immune function, mental health, and pain management.

 Adorbs plansMySpray 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.

We are preparing to marketexpand formulas to support clinical trials along with the Clothing Line via Amazon, Zulily, our own website, local clothing storeslicensing for research and local community events. Adorbs plans to position itself deepdevelopment in the children’s clothing industry by introducing new stylesfields of mental health and designs on an ongoing basis, while continuing to utilize mostly organic materials, if fiscally responsible. Due to shipping delays,the impact of treatment protocols with phytonutrients, medicinal mushrooms, and psychedelic compounds under our initial business plans has been slowed to a degree. We expect that to be remedied shortly.current “MyShrooms” brand.

Current management is comprised of Rebecca Jill Lazar, President. Due to the development stageWe are attempting end-to-end capabilities from substrate for growth, genetics, research, extraction, formulations, delivery, and distribution of the Company, Ms. Lazar distributes part of her time toward the everyday operationsfinished product. This could allow MySpray to maintain high-quality control and forward movement of the corporation. Ms. Lazar’s responsibilities include acting as the company’s creative designer as well as determining the overall design direction of the company and its marketing strategy. Ms. Lazar has cultivated relationships with children’s clothing stores and manufacturers. Ms. Lazar and her relationships with targeted consultants should help her in her efforts to further the development of operations during the development stage of the Company.

Operations to date have been devoted primarily to start-up, development activities, and initial sales, which include the following:enable us to:

Adorbs currently has one officerThrough this process, we are attempting to achieve a net zero global environmental footprint, implementing growth solutions using naturally composted substrates and director. This individual allocates timeby-products of manufacturing current products. MySpray is a current member of the Canadian Health Food Association (CHFA) and personal resourcespresently 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 Adorbs ondistributors, 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 part-time basismission of creating the most innovative and devotes approximately 27 hourslife-changing products.

The first mission was to find a weeksolution to the Company. Oncelow absorption rates of nutrients from pills, leading to the public offeringdevelopment 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 closed, Ms. Lazar plansreceiving the maximum benefits.

MyPain LiniMint was the next product to spendbe 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 time necessarysite of pain and inflammation, with capabilities beyond any other topically applied product. Many trials were conducted with this formula to overseecreate a balanced product that minimized the product development, manufacturing, salesodors associated with DMSO.

MyShrooms Immunity was then developed as an immune modulator and marketing campaigns, website design,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 directdefence from daily threats. MyShrooms Defence is the primary operationsevolution of the business.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, and 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.

The results from discontinued operations are excluded from management’s discussion of operations below, and from the Liquidity analysis.

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

Revenue

For the nine months ended September 30, 2023, we recorded $76,781 in revenue from the sale of our products from continuing operations compared to $122,927 for the nine months ended September 30, 2022. We are in the process of developing our strategic business plan going forward and, therefore, revenues may vary from period to period.

Cost of sales

Cost of sales was $26,255 for the nine months ended September 30, 2023, compared to cost of sales of $44,471 for the nine months ended September 30, 2022.

Operating expenses

Operating expenses for the nine months ended September 30, 2023 were $1,537,043 compared to $357,784 for the nine months ended September 30, 2022. The increase in operating expenses in the nine months ended September 30, 2023, compared to the same period in 2022 is due to amortization of $845,293 in intangible assets, an impairment of goodwill and intangible assets of $590,512 compared to $-0- in the 2022 period; offset by a decrease in in general and administrative expenses and a significant decrease in professional fees of $197,908 in 2023 compared to 2022.

Net Loss

As a result of the dateforegoing, we had a loss from continuing operations of this Prospectus, Adorbs has 21,000,000 shares$1,494,171 for the nine months ended September 30, 2023 compared to a loss of $0.001 par value common stock issued$280,620 during the same nine-month period ended September 30, 2022. The loss from discontinued operations for the nine months ended September 30, 2023 was $15,609 compared to a loss of $21,086 during the same nine-month period ended September 30, 2022.

Liquidity and outstanding. On November 29, 2017,Capital Resources

We had $10,574 in cash on hand as of September 30, 2023.

Net cash used in operating activities was $79,921 for the Company issued 3,000,000 sharesnine months ended September 30, 2023, compared to $267,440 for the nine months ended September 30, 2022. The decrease in cash used in operating activities during the nine months ended September 30, 2023 was primarily due to changes in operating assets and liabilities.

Net cash provided investing activities was $-0- for the period ended September 30, 2023 compared to $19,981 in net cash provided by investing activities during the period ended September 30, 2022. The decrease is attributable to the acquisition of 0.001 par value common stocka business net of cash acquired in the 2022 period.

Net cash provided by financing activities was $55,369 for the nine months ended September 30, 2023, compared to Rebecca Jill Lazar, an officer and director,$284,490 for the nine months ended September 30, 2022. The decrease during the 2023 period is primarily attributable to $$271,669 in exchange for cash of $3,000, 11,000,000 sharesproceeds from the sale of common stock on January 16, 2018 in exchange for $11,000,the 2022 period, compared to $27,778 in proceeds from convertible loans and 7,000,000 shares$26,607 in proceeds from the sale of common stock to Rebecca Jill Lazar in exchange for $7,000., pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Adorbs has administrative offices located at 234 E. Beech Street, Long Beach, NY 11561. Ms. Lazar, our sole office and director, provides the office on a rent-free basis.2023 period.

Adorb’s fiscal year end is December 31.We believe will become cash flow positive from operations in the future, however, there can be no assurance that we will be successful. Also, there can be no assurance that related parties will continue to fund our operations or that we can obtain funding from the sale of our securities or through the issuance of debt.

Critical accounting policies and estimatesOff-Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

The preparation of condensed consolidated financial statements are prepared in accordanceconformity with GAAP. The preparationaccounting principles generally accepted in the United States of these financial statementsAmerica (“U.S. GAAP”) requires usmanagement to make estimates and judgmentsassumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We continually evaluate our estimates and judgments, our commitments to strategic alliance partners and the timing of the achievement of collaboration milestones. We base our estimates and judgments on historical experience and other factors that we believe to be reasonable under the circumstances. All estimates, whether or not deemed critical, affect reported amounts of assets, liabilities, revenues and expenses, as well as disclosures of contingent assets and liabilities. These estimates and judgments are also based on historical experience and other factors that are believed to be reasonable under the circumstances. Materially differentActual results can occur as circumstances change and additional information becomes known, even for estimates and judgments that are not deemed critical.

Going Concern

The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The Company has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These conditions raise substantial doubt as to our ability to continue as a going concern.

Results of Operations

For the year ended December 31, 2017 compared to the three months ended March 31, 2018

Revenue

For the year ended December 31, 2017, the Company generated $84 in revenues. For the three months ended March 31, 2018, the Company generated $0 in revenues. The decrease was due to shipment delays.

Expenses

For the year ended December 31, 2017, we incurred operating expenses in the amount of $12,165 which consisted of general and administrative expenses and $7,300 of professional fees. For the three months ended March 31, 2018, we incurred operating expenses of $15,682. The increase is due to increased accounting and legal fees associated with the preparation and filing of the Company S-1 registration statement with the Securities and Exchange Commission.

Net Loss

We had net loss of $12,132 for the year ended December 31, 2017. For the three months ended March 31, 2018 we incurred a net loss of $15,658. The increase is due to increased accounting and legal fees incurred by the Company when preparing its S-1 registration statement.

Liquidity

Currently, we are relying on equity capital and sales of our products and services. Currently, we pay costs associated with running a business on a day to day basis.

As of December 31, 2017, we had cash on hand of $16,764 with current liabilities of $25,896. We have incurred an aggregate loss for the year ended December 31, 2017 of $12,132. We used cash of $8,095 in operating expenses for the year ended December 31, 2017. As of March 31, 2018, we had cash on hand of $26,978 with current liabilities of $60,071. We have incurred an aggregate loss for the three months ended March 31, 2018 of $15,658. We used cash of $17,386 in operating expenses for the three months ended March 31, 2018.could differ from those estimates.

We believe that we will need a minimum of $200,000the following critical policies affect our more significant judgments and estimates used in capital in order to maintain our current and planned operations through the next twelve months. They are estimates only and derived from research and marketing data accumulated by our sole officer and director. We anticipate to incur up to $20,000 in accounting, auditing, legal and offering expenses, $15,000 to maintain our general and administrative functions and $165,000 in operating and other expenses over the next twelve month. We intend to raise the capital through the sale of sharespreparation of our common stock and throughcondensed consolidated financial statements.

See Note 2 to the saleFinancial Statements for a Listing of our products and services.Critical Accounting Policies

To the extent that our capital resources are insufficient to meet current or planned operating requirements, we will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. The Company has no current arrangements with respect to, or sources of, such additional financing and we do not anticipate that existing shareholders will provide any portion of our future financing requirements.New Accounting Pronouncements

No assurance can be givenThere are no new accounting pronouncements that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, we may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effectimpact on the Company.our condensed consolidated financial statements.

Cash Flows:

Off-balanceOff-Balance Sheet Arrangements

For the year ended December 31, 2017 and for the three months ended March 31, 2018, we have not engaged in any off-balance sheet arrangements.None.

ITEMItem 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKQuantitative And Qualitative Disclosures About Market Risk.

We are an emerging growtha smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. information.

ITEMItem 4. CONTROLS AND PROCEDURESControls and Procedures.

Evaluation of Disclosure Controls and ProceduresProcedures.

Our management is responsible for establishing and maintaining a system of disclosure“disclosure controls and proceduresprocedures” (as defined in Rule 13a-15(e)) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Companyus 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 Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Pursuant to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and the Company’s Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of December 31, 2017. Based upon that evaluation, the Company’s CEO concluded that the Company’s Our disclosure controls and procedures were not effective as of March 31, 2018 due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review.September 30, 2023.

ManagementManagement’s Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in the process of determining how best to change our current systemRules 13a-15(f) and implement a more effective system to insure that information required to be disclosed in the reports that we file or submit15d-15(f) under the Exchange Act have been recorded, processed, summarizedAct. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and reported accurately.the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Our management intendsinternal control over financial reporting includes those policies and procedures that:

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to develop procedures to address the current deficienciesfuture periods are subject to the extent possible given limitationsrisk that controls may become inadequate because of changes in financial and manpower resources. While management is working on a plan, no assurance can be made at this pointconditions, or that the implementationdegree of such controls andcompliance with policies or procedures will be completed in a timely manner or that they will be adequate once implemented.may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting based on the parameters set forth above and has concluded that as of September 30, 2023, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of the following material weaknesses:

We plan to rectify these weaknesses by implementing an independent board of directors, establishing written policies and procedures for our internal control of financial reporting, and hiring additional accounting personnel at such time as we complete a reverse merger or similar business acquisition.

Changes in Internal Control over Financial ReportingReporting.

There havehas been no changeschange in our internal controlscontrol over financial reporting that occurred during the quarter ended March 31, 2018,year September 30, 2023, that havehas materially affected, or areis reasonably likely to materially affect, our internal controlscontrol over financial reporting.

PART II OTHER INFORMATION

ITEMItem 1. LEGAL PROCEEDINGSLegal Proceedings.

ThereThe Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Legal expenses associated with any contingency are noexpensed as incurred. The Company’s officers and directors are not aware of any threatened or pending legal proceedingslitigation to which the Company is a party or in which any director, officer or affiliate of its property is the Company,subject and which would have any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a partymaterial, adverse to the Company or has a material interest adverse toeffect on the Company.  The Company’s property is not the subject of any pending legal proceedings.

ITEMItem 1A. RISK FACTORS Risk Factors.

We are an emerging growthAs a smaller reporting company, as defined by Rule 12b-2 of the Securities Exchange Act of 1934 andwe are not required to provide the information underinclude this item.disclosure in this Quarterly Report on Form 10-Q.

ITEMItem 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSUnregistered Sales of Equity Securities and Use Of Proceeds.

On November 29, 2017, the Company issued 3,000,000 shares of 0.001 par value common stock to Rebecca Jill Lazar, an officer and director, in exchange for cash of $3,000, 11,000,000 shares of common stock on January 16, 2018 in exchange for $11,000, and 7,000,000 shares of common stock to Rebecca Jill Lazar in exchange for $7,000., pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.None.

ITEMItem 3. DEFAULTS UPON SENIOR SECURITIESDefaults Upon Senior Securities.

None.

ITEMItem 4. MINE SAFETY DISCLOSURESMine Safety Disclosures.

Not applicable.

ITEMItem 5. OTHER INFORMATIONOther Information.

None.

Item 6. ExhibitsExhibits.

The following exhibits listed on the Exhibit Index below are included withprovided as part of this report.

SIGNATURESIGNATURES

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

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