UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2021March 31, 2022

Or

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

For the transition period from _____________ to _____________

Commission file number 333-222631

ADORBS INC
(Exact name of registrant as specified in its charter)

 

Nevada82-3155323

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

8742
(Primary Standard Industrial Classification Code Number)

 

234 E. Beech St. Long Beach36 Fourth Ave. N,Yorkton Saskatchewan, Canada
New York11561S3N 2V7
(Address of principal executive offices)(Zip Code)

 

Registrant’s telephone number, including area code (516(306)) 544-2812563-4123

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)

Name of exchange

on which registered

N/AN/AN/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit 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 emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerAccelerated filer
Non-accelerated FilerSmaller reporting company
Emerging growth company

 

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

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

The number of shares outstanding of the registrant’s common stock as of October 13, 2021May 10, 2022 was 23,889,50075,000,000 s shares.hares.

DOCUMENTS INCORPORATED BY REFERENCE — NONE

 

 

ADORBS INC.

QUARTERLY REPORT ON FORM 10-Q

For the ninethree months ended September 30, 2021March 31, 2022

Part I – FINANCIAL INFORMATION
 
Item 1.Financial StatementsConsolidated financial statements (unaudited)1
 
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations1013
 
Item 3.Quantitative and Qualitative Disclosures about Market Risk1117
 
Item 4.Controls and Procedures1117
 
Part II – OTHER INFORMATION
 
Item 1.Legal Proceedings13
 
Item 1A.Risk Factors13
Item 1.Legal Proceedings 19
Item 1A.Risk Factors19
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds1319
 
Item 3.Defaults Upon Senior Securities1319
 
Item 4.Mine Safety Disclosures1319
 
Item 5.Other Information13
Item 5.Other Information 
Item 6.Exhibits1419
 
SIGNATURESItem 6.15Exhibits20
SIGNATURES21

 

i

 

PART I FINANCIAL INFORMATION

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information contained in this quarterly report on Form 10-Q contains “forward-looking statements.” These forward-looking statements are contained principally in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events, including, but not limited to: our ability to consummate the Merger, as such term is defined below; the continued services of the Custodian as such term is defined below; our future financial performance; the continuation of historical trends; the sufficiency of our resources in funding our operations; our intention to engage in mergers and acquisitions; and our liquidity and capital needs. Our forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. These risks, uncertainties and other factors include but are not limited to the risks of limited management, labor, and financial resources; our ability to establish and maintain adequate internal controls; our ability to develop and maintain a market in our securities; and our ability obtain financing, if and when needed, on terms that are acceptable. Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

As used in this quarterly report on Form 10-Q, “we”, “our”, “us” and the “Company” refer to Adorbs Inc. a Nevada corporation unless the context requires otherwise.

ii

Item 1. Financial Statements.Consolidated financial statements.

Index to Financial StatementsConsolidated financial statements

Page
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets, September 30, 2021March 31, 2022 (unaudited), and December 31, 202020212
Unaudited Consolidated Statements of Operations for the threeThree Months Ended March 31, 2022, and nine months ended September 30, 2021 and 20203
Unaudited Consolidated Statements of Changes in Stockholders’ Deficit for the threeThree Months Ended March 31, 2022, and nine September 30, 2021 and 20204
Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30,Three Months Ended March 31, 2022, and 2021 and 20205
Notes to the Unaudited Interim Consolidated Financial Statements6

1

1

 

ADORBS INC.

Consolidated Balance Sheets

(unaudited)(Unaudited)

 

        
 September 30, December 31,         
 2021  2020  March 31,  December 31, 
 (Unaudited)     2022  2021 
Assets                
Current assets                
Cash and cash equivalents $10,600  $13,593  $36,307  $9,499 
Accounts receivable  1,634     
Inventory  48,891    
Prepaid and other assets  1,278     
Total Current Assets  10,600   13,593   88,109   9,499 
Goodwill  555,208   - 
Intangible Assets  131,091   - 
Total assets $10,600  $13,593  $774,408  $9,499 
                
Liabilities and Stockholders’ Deficit                
Current Liabilities                
Accrued payable and accrued liabilities $345  $428  $40,707  $428 
Common stock payable  569,890   - 
Due to related parties  138,052   101,048   232,485   142,752 
Total current liabilities  138,397   101,476   843,082   143,180 
        
Government loans  48,018   - 
Total liabilities  138,397   101,476   891,100   143,180 
                
Stockholders’ Deficit                
Common stock, Par Value $.001, 75,000,000 shares authorized, 23,889,500 shares issued and outstanding of shares as of September 30, 2021 and December 31, 2020, respectively  23,890   23,890 
Common stock, Par Value $0.001, 75,000,000 shares authorized, 75,000,000 and 23,889,500 shares issued and outstanding of shares as of March 31, 2022 and December 31, 2021, respectively  75,000   23,890 
Additional paid in capital  25,740   25,740   25,740   25,740 
Accumulated deficit  (177,427)  (137,513)  (217,431)  (183,311)
Total stockholders’ deficit  (127,797)  (87,883)  (116,691)  (133,681)
        
Total liabilities and stockholders’ deficit $10,600  $13,593  $774,408  $9,499 

The accompanying notes are an integral part of these financial statements


ADORBS INC.

Consolidated Statements of Operations

(Unaudited)

         
  Three Months Ended  Three Months Ended 
  March 31,  March 31, 
  2022  2021 
Revenue, net        
Revenue, net $64,731     
Cost of sales  15,305   - 
Gross margin  49,426   - 
         
Operating expenses        
General and administrative expenses  47,907   999 
Professional fees  28,029   13,259 
Amortization of intangible assets  7,610     
Total operating expenses  83,546   14,258 
Loss from Operations  (34,120)  (14,258)
         
Other income (expenses)        
Interest income  -   6 
Total other income (expenses), net  -   6 
Loss from operations before income taxes  (34,120)  (14,252)
Income tax expense  -   - 
Net Loss $(34,120) $(14,252)
         
Basic and diluted loss per share $(0.00) $(0.00)
         
Weighted average number of shares outstanding  51,716,328   23,889,500 

The accompanying notes are an integral part of these financial statements


ADORBS INC.

Consolidated Statements of Changes in Shareholders’ Deficit

(Unaudited)

                     
        Additional     Total 
  Common Stock  Paid-in  Accumulated  Stockholders’ 
  Shares  Value  Capital  Deficit  Deficit 
Balance, December 31, 2020  23,889,500  $23,890  $25,740  $(137,513) $(87,883)
                     
Net loss      -   -   (14,252)  (14,252)
                     
Balance, March 31, 2021  23,889,500  $23,890  $25,740  $(151,765) $(102,135)

        Additional     Total 
  Common Stock  Paid-in  Accumulated  Stockholders’ 
  Shares  Value  Capital  Deficit  Deficit 
Balance, December 31, 2021  23,889,500  $23,890  $25,740  $(183,311) $(133,681)
                     
Shares issued with acquisition of MySpray  51,110,500   51,110   -   -   51,110 
                     
Net loss      -   -   (34,120)  (34,120)
                     
Balance, March 31, 2022  75,000,000  $75,000  $25,740  $(217,431) $(116,691)

The accompanying notes are an integral part of these financial statements


ADORBS INC.

Consolidated Statements of Cash Flows

(Unaudited)

         
  Three Months Ended  Three Months Ended 
  March 31,  March 31, 
  2022  2021 
Cash Flows From Operating Activities        
Net loss $(34,120) $(14,252)
Amortization of intangible assets  7,610     
Adjustments to reconcile net income to net cash provided by operating activities:       
Changes in operating assets and liabilities:        
Accounts receivable  (1,039)  - 
Prepaid expenses  131   - 
Inventory  4,540   - 
Accrued payable and accrued liabilities  (13,427)  214 
Net cash used in operating activities  (36,304)  (14,038)
         
Cash Flows from Investing Activities        
Acquisition of a business net of cash acquired  19,981   - 
Net cash (used in) provided by investing activities  19,981   - 
         
Cash Flows From Financing Activities        
Proceeds from related party loans  43,131   13,260 
Net cash provided by financing activities  43,131   13,260 
         
Net (decrease) increase in cash and cash equivalents  26,807   (778)
Cash and cash equivalents, beginning of year  9,499   13,593 
Cash and cash equivalents, end of year $36,307  $12,815 
         
Supplemental disclosure of cash flow information        
Cash paid for income tax expense $-  $- 
Cash paid for interest expense $-  $- 

 

The accompanying notes are an integral part of these financial statements

2

5

 

ADORBS INC.

Statements of Operations

(unaudited)

                 
  For the three Months Ended  For the Nine Months Ended 
  September 30,  September 30, 
  2021  2020  2021  2020 
             
Revenue, net                
Revenue $81  $124  $81  $148 
Cost of sales  -   23   -   23 
Total revenue, net  81   101   81   125 
                 
Operating expenses                
General and administrative expenses  1,969   16,314   17,352   19,044 
Professional fees  4,700   1,400   22,660   9,450 
Loss on impairment of inventory  -   10,895   -   10,895 
Total operating expenses  6,669   28,609   40,012   39,389 
                 
Loss from Operations  (6,588)  (28,508)  (39,931)  (39,264)
                 
Other income (expenses)                
Interest income  5   15   17   47 
Total other income (expenses), net  5   15   17   47 
                 
Loss from operations before income taxes  (6,583)  (28,493)  (39,914)  (39,217)
Income tax expense  -   -   -   - 
Net Loss $(6,583) $(28,493) $(39,914) $(39,217)
                 
Weighted average number of ordinary shares                
Basic and diluted  23,889,500   23,889,500   23,889,500   23,889,500 
                 
Earnings per share                
Basic and diluted $(0.00) $(0.00) $(0.00) $(0.00)

The accompanying notes are an integral part of these financial statements

3

ADORBS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(unaudited)

                     
        Additional     Total 
  Common Stock  Paid-in  Retained  Stockholders' 
  Shares  Value  Capital  Earnings  Equity 
Balance, December 31, 2019  23,860,000  $23,890  $25,740  $(72,879) $(23,249)
                     
Net loss               (4,242)  (4,242)
                     
Balance, March 31, 2020  23,860,000  $23,890  $25,740  $(77,121) $(27,491)
                     
Net loss            (6,482)  (6,482)
                     
Balance, June 30, 2020  23,860,000  $23,890  $25,740  $(83,603) $(33,973)
                     
Net loss            (28,493)  (28,493)
                     
Balance, September 30, 2020  23,860,000  $23,890  $25,740  $(112,096) $(62,467)

        Additional     Total 
  Common Stock  Paid-in  Retained  Stockholders' 
  Shares  Value  Capital  Earnings  Equity 
Balance, December 31, 2020  23,860,000  $23,890  $25,740  $(137,513) $(87,883)
                     
Net loss            (14,252)  (14,252)
                     
Balance, March 31, 2021  23,860,000  $23,890  $25,740  $(151,765) $(102,135)
                     
Net loss            (19,079)  (19,079)
                     
Balance, June 30, 2021  23,860,000  $23,890  $25,740  $(170,844) $(121,214)
                     
Net loss            (6,583)  (6,583)
                     
Balance, September 30, 2021  23,860,000  $23,890  $25,740  $(177,427) $(127,797)

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

4

ADORBS INC.

Statements of Cash Flows

(unaudited)

         
  For the Nine Months Ended 
  September 30, 
  2021  2020 
       
Cash Flows From Operating Activities        
Net loss $(39,914) $(39,217)
Adjustments to reconcile net income to net cash provided by operating activities:        
Changes in operating assets and liabilities:        
Accounts receivable  -   87 
Prepaid expenses  -   12,089 
Inventory  -   10,918 
Accrued payable and accrued liabilities  (83)  (3,455)
Net cash used in operating activities  (39,997)  (19,578)
         
Cash Flows From Investing Activities        
Net cash used in investing activities  -   - 
         
Cash Flows From Financing Activities        
Proceeds from related party loans  37,004   14,311 
Payments on related party debt  -   (160)
Net cash provided by financing activities  37,004   14,151 
         
Net (decrease) increase in cash and cash equivalents  (2,993)  (5,427)
Cash and cash equivalents, beginning of year  13,593   19,865 
Cash and cash equivalents, end of year $10,600  $14,438 
         
Supplemental disclosure of cash flow information        
Cash paid for income tax expense $-  $- 
Cash paid for interest expense $-  $- 

The accompanying notes are an integral part of these financial statements

5

ADORBS INC.

NOTES TO (UNAUDITED) CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIODS

ENDED MARCH 31, 2022 AND 2021

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

Basis of Presentation and Organization

Adorbs Inc. is a Nevada corporation. Adorbs iswas formerly a developmental stage corporation formed to provide 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 issue75,000,000 shares of common stock at $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.

The Company will be amending its articles of incorporation to change its name from Adorbs Inc. to Soul Biotechnology Corporation. Also, the Company intends to amend its articles of incorporation to increase the number of common shares authorized to 700,000,000, in order to complete the Share Exchange (as defined in the Share Exchange Agreement).

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:

Create formulations for clinical trials.

Supply raw materials, standardized extracts, and medicinal compounds that are in high demand for ongoing academic research globally.

Provide finished products direct to consumer.

Offer white label manufacturing.

 

The Company’s year-end is December 31.

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

6

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING ASSUMPTIONS AND POLICIES

Basis of presentation

The accompanying financial statements are prepared on the basis of accounting principles generally accepted in the United States of America (“GAAP”). The Company is a development stage enterprise devoting substantial efforts to establishing a new business, financial planning, raising capital, and research into products which may become part of the Company’s product portfolio. The Company has realized nominal sales for the year ended December 31, 2020, and during the nine months ended September 30, 2021.

The accompanyingconsolidated financial statements have been prepared assumingin accordance with the continuationFASB’s ASC, which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States. The consolidated financial statements include the accounts of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to coverand its operating costswholly-owned subsidiary MySpray Therapeutics Inc. All intercompany accounts and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding until an amended registration statement relating to an equity funding facility istransactions are eliminated in effect. While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon. consolidation.

Going Concern

The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

Note 2 – Summary of significant accounting assumptions and policies

Covid-19

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

Going Concern

The Company has an accumulated deficit of $177,427 and a working capital deficit of $127,797 as of September 30, 2021. As a result of these factors, management has determined that there is substantial doubt about the Company ability to continue as a going concern.

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

The Company expects to generate operating cash flow that will be sufficient to fund presently anticipated operations although there can be no assurance. This raises substantial doubt about the Company’s ability to continue as a reasonable period of time. The financial statements ofgoing concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing to supplement expected cash flow. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do not include any adjustmentsso 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 may result fromsuch additional financing will be available to the outcome of the uncertainties.Company on acceptable terms or at all. 

6

Note 2 – Summary of significant accounting assumptions and policies (continued)

Management’s Representation of Interim Financial StatementsConsolidated financial statements

The accompanying unaudited condensedconsolidated financial statements have been prepared by the Company without audit 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 consolidated financial statements. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed 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 condensedconsolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year.

Estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company 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 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, 2021,March 31, 2022, and December 31, 2020,2021, the on-hand cash balances were $10,60036,307 and $13,5939,499, respectively.

7

 

Inventory

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

The Company evaluates As of March 31, 2022, and December 31, 2021, inventory levels quarterly value based upon assumptions about future demandamounted to $48,891 and market conditions. Any inventory that has a cost basis in excess of its expected net realizable value, inventory that becomes obsolete, inventory in excess of expected sales requirements, inventory that fails to meet commercial sale specifications or is otherwise impaired are written down with a corresponding charge to the statement of operations in the period that the impairment is first identified. During the nine months ended September 30, 2021 and 2020, the Company recorded an impairment of inventory in the amounts of $-0-, respectively

Goodwill and $Intangible Assets

10,895, respectfully resulting

Goodwill represents the future economic benefit arising from nominal salesother assets acquired that could not be individually identified and ongoing COVID-19 pandemic.separately recognized. The goodwill arising from the Company’s acquisition is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist primarily of customer relationships, trademarks and product formulations. The useful life of these customer relationships is estimated to be three years.

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

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

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

Long-lived assets

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

Income Taxes

The Company accounts for income taxes pursuant to FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a 100%100% valuation allowance with respect to deferred tax assets, therefore there are no deferred taxes on the Company’s Balance Sheet. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. As of September 30, 2021, the Company had a net loss carry forward of approximately $177,000Changes 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.

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Note 2 – Summary of significant accounting assumptions and policies (continued)

Fair Value Measurement

The Company values its convertible notes and amounts due to related partings and short-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.

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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.

Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company 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 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.

Net Loss per Share

Net 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 determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

Reclassifications

Certain reclassifications have been made in the unaudited condensed financial statements for comparative purposes. These reclassifications have no effect on the results of operations or financial position of the Company.

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Note 2 – Summary of significant accounting assumptions and policies (continued)

Subsequent Event

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

Recent Accounting Pronouncements

In December 2019, the FASB issued ASU No. 2019-12, simplifying the Accounting for Income Taxes. This update simplifies various aspects of accounting for income taxes, removes certain exceptions to the general principles in ASC 740, and clarifies and amends existing guidance to improve the consistent application. The Corporation adopted ASC 740 in the first quarter of fiscal 2021, withThere are no material effect on the Condensed Consolidated Financial Statements and related footnote disclosures.

Other recent accounting standards issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management topronouncements that have a materialan impact on the Company’s present or future condensedoperations

NOTE 3 – GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these consolidated financial statements. The Company has incurred significant operating losses since its inception. As of March 31, 2022, the Company had a working capital deficit of $754,972 and an accumulated deficit of $217,431.

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

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

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NOTE 4 – BUSINESS ACQUISITION

On February 10, 2022, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with MySpray Therapeutics Inc. (“MySpray”), a Saskatchewan, Canadian corporation, Nichol Martinuik (“Martinuik”) and Rachel Martinuik (“R. Martinuik”), the sole officers, directors, and shareholders of MySpray, Qatar Consulting Inc. & Company (“Qatar”), Broadway Creative Consultants Corp. (“Broadway”), and David Lazar (“Lazar”), as the sole officer and director of the Company and the managing member of Activist Investing LLC (“Activist”). Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of MySpray was exchanged for (i) 51,110,500 shares of common stock of the Company at the Closing, and (ii) an additional 569,889,500 shares of common stock of ADOB, 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.

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

Consideration paid

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

Net assets acquired and liabilities assumed

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

The Company has allocated the fair value of the total consideration paid of $547,022 to goodwill and $136,755 to intangible assets with a life of three years. The value of goodwill represents MySpray’s ability to generate profitable operations going forward. Management estimated the provisional fair values of the intangible assets and goodwill at December 31, 2021. The Company’s accounting for the acquisition of MySpray is incomplete. Management is performing a valuation study to calculate the fair value of the acquired intangible assets, which it plans to complete within the one-year measurement period.

NOTE 5 – INTANGIBLE ASSETS

As of March 31, 2022, the balance of intangible assets was $131,091. During the year the three-month period ended March 31, 2022, the Company recorded $7,610 in amortization expense. As discussed in Note 4, the intangible assets have been valued based on provisional estimates of fair value and are subject to change as the Company completes its valuation assessment by the completion of the one-year measurement period. Amortization for the following fiscal years is estimated to be: 2022 - $36,414; 2023 - $43,697; and 2024 - $43,697, 2025 -$14,983.

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Note 3NOTE 6Related party transactionsRELATED PARTY TRANSACTIONS

DuringThe Company has been funded by its executive officers, and officers of its subsidiary. As of March 31, 2022, the balance due to executive officers and a former officer amounted to $232,485 in the form of interest-free demand loans compared to $142,752 during the period ended December 31, 2021. The three months ended September 30, 2021, David Lazar paid variousMarch 31, 2022, the Company’s officers advanced $43,131 to the Company.

Additionally, an officer of MySpray owns the laboratory building that the Company expenses totalingoccupies. He rents this facility to MySpray based on a verbal, month-to-month agreement. MySpray pays approximately $5,500. This included approximately $4,70026,000 annually in accounting fees,rent. The Company believes that this rent expense is reasonable and $800 in Edgarization fees. As of September 30, 2021,comparable to the Company hadrent that would be charged to a loan payable of $68,916third party. to David Lazar and loan payable of $69,137, to Rebecca Lazar, the former President and Chief Executive Officer. These loans are both unsecured, non-interest-bearing promissory notes and are payable on demand.

Note 4NOTE 7Common stockCOMMON STOCK

The Company is authorized to issue 75,000,000 shares of $.001 par value common stock. As of September 30, 2021March 31, 2022, and December 31, 2020,2021, a total of 23,889,500 shares of common stock were issued and outstanding, respectively.

There have been no stock issuances since March 22, 2019, when the Company donated a total of 14,000 shares of common stock at part to various charitable organizations. On that same date, the Company gifted 14,000 shares of common stock at par to 13 individuals.

All the above securities issued were offered and issued in reliance upon the exemption from registration pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Regulation S promulgated thereunder.

Note 5NOTE 8Subsequent eventsSUBSEQUENT EVENTS

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

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

Organizational HistoryThe 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 Companywords “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and Overview

No Current Operations

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 have been dormant since approximately July 2019. As ofdo 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.

Overview

Business Overview

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

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

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

We are 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.

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

Create formulations for clinical trials.

Supply raw materials, standardized extracts, and medicinal compounds that are in high demand for ongoing academic research globally.

Provide finished products direct to consumer.

Offer white label manufacturing.

Through this process, we intendare attempting to engageachieve a net zero global environmental footprint, implementing growth solutions using naturally composted substrates and by-products of manufacturing current products. MySpray is a current member of the Canadian Health Food Association (CHFA) and presently offers 5 products in what we believethe 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 be synergistic acquisitions or joint venturesdistributors, direct wholesale to pharmacies, clinics, health stores, ecommerce and traditional retailers, along with our retail online store.

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Background of the Company

MySpray Therapeutics was founded in 2012 by natural health practitioner and researcher, Nichol Martinuik, with a company or companies that we believe will enhance our business plan. There are no assurances we will be ablemission of creating the most innovative and life-changing products.

The first mission was to consummate any acquisitions using our securities as consideration, or at all. Numerous things will needfind a solution to occurthe low absorption rates of nutrients from pills, leading to allow us to implement this aspect of our business plan and there are no assurances that any of these developments will occur, or if they do occur, that we will be successful in fully implementing our plan. As the Company has no current operations, it also currently is not subject to any competitive business conditions. Further, the Company is not subject to any government approvals at this time applicable to it as a “shell company,” as such term is defined in Rule 12b-2 under the Exchange Act.

Plan of Operation

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The Company has no operations from a continuing business other than the expenditures related to running the Company and has no revenue from continuing operations as of the date of this Report.

Management intends to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience in business consulting, although no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. For more information about the risk of coronavirus on our business, see Item 1A “Risk Factors.”

We do not currently engage in any business activities that provide revenue or cash flow. During the next 12-month period we anticipate incurring costs in connection with investigating, evaluating, and negotiating potential business combinations, filing SEC reports, and consummating an acquisition of an operating business.

Given our limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is a developing company or is otherwise in need of additional funds for the development of newVitamin D3 and B12 oral sprays. Sublingual and buccal absorption provides a much higher absorption by the body, eliminating the gastric breakdown through digestion. With the use of a convenient spray, it ensures that your body is receiving the maximum benefits.

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

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

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

Products

MySpray offers products or services or expansion into new markets, orin 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 establishedessential 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.

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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.

Results of Operations for the Three Months Ended March 31, 2022 Compared to the Three Months Ended March 31, 2021

Revenue

For the three months ended March 31, 2022, we recorded $64,731 in revenue from the sale of our product compared to $-0- for the three months ended March 31, 2021, since we were a shell corporation at that time. We are in the process of developing our strategic business experiencing financial orplan going forward and, therefore, revenues may vary from period to period.

Cost of sales

Cost of sales was $15,305 for the three months ended March 31, 2022, compared to cost of sales of $-0- for the three months ended March 31, 2021

Operating expenses

Operating expenses for the three months ended March 31, 2022 were $83,546, compared to $14,258 for the three months ended March 31, 2021. The significant increase in operating difficulties and needs additional capital. Alternatively, a business combination may involveexpenses in the three months ended March 31, 2022, compared to the same period in 2021 is due to the acquisition of or merger with, an entity which desires accessMySpray during the 2022 period compared to the U.S. capital markets.no activity in 2021.

As a result of the dateforegoing, we had a loss of this Report, our management has not$34,120 for the three months ended March 31, 2022 compared to a loss of $14,252 during the same three-month period ended March 31, 2021.

Liquidity and Capital Resources

We had any discussions with any representative$36,307 in cash on hand as of any other entity regarding a potential business combination. Any target business that is selected may be financially unstable orMarch 31, 2022.

Net cash used in operating activities was $36,304 for the three months ended March 31, 2022, compared to $14,038 for the three months ended March 31, 2021. The increase in cash used in operating activities during the three months ended March 31, 2022 was primarily due to increased losses in the early stages2022 period over 2021 levels.

Net cash provided by financing activities was $43,131 for the three months ended March 31, 2022, compared to $13,260 for the three months ended March 31, 2021. The increase during the 2022 period was due to an increase in related party loans of development. In such event, we expect$29,871 compared to be subject to numerous risks inherent2021.

We believe will become cash flow positive from operations in the business and operations of a financially unstable or early-stage entity. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our management has limited experience, and, although our management will endeavor to evaluate the risks inherent in a particular target business,future, however, there can be no assurance that we will properly ascertain or assess all significant risks.

Our management anticipatesbe successful. Also, there can be no assurance that werelated parties will likely only be able to effect one business combination due to our limited capital. This lack of diversification will likely pose a substantial risk in investing in the Company for the indefinite future because it will not permit us to offset potential losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the extent we acquire a business operating in a single industry or geographical region.

We anticipate that the selection of a business combination will be a complex and risk-prone process. Because of general economic conditions, including unfavorable conditions caused by the coronavirus pandemic, rapid technological advances being made in some industries and shortages of available capital, management believes that there are a number of firms seeking business opportunities at this time at discounted rates with which we will compete. We expect that any potentially available business combinations may appear in a variety of different industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and analysis of such business opportunities extremely difficult and complicated. Once we have developed and begun to implement our business plan, management intendscontinue to fund our working capital requirements through a combinationoperations or that we can obtain funding from the sale of our existing funds and future issuancessecurities or through the issuance of debt or equity securities. Our working capital requirements are expected to increase in line with the implementation of a business plan and commencement of operations.debt.

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Based uponFinancial Impact of COVID-19

The COVID-19 pandemic has affected how we are operating our business, and the duration and extent to which this will impact our future results of operations and overall financial performance remains uncertain. The COVID-19 pandemic is having widespread, rapidly evolving, and unpredictable impacts on global society, economies, financial markets, and business practices. Federal, state and foreign governments have implemented measures to contain the virus, including social distancing, travel restrictions, border closures, limitations on public gatherings, work from home, and closure of non-essential businesses. To protect the health and well-being of our employees, partners, and third-party service providers, we have implemented work-from-home requirements, made substantial modifications to employee travel policies, and cancelled or shifted marketing and other corporate events to virtual-only formats for the foreseeable future. While we continue to monitor the situation and may adjust our current policies as more information and public health guidance become available, such precautionary measures could negatively affect our customer success efforts, sales and marketing efforts, delay and lengthen our sales cycles, or create operational or other challenges, any of which could harm our business and results of operations. In addition, the COVID-19 pandemic has disrupted the operations of our current enterprise customers, as well as many potential enterprise customers, and may continue to disrupt their operations, for an indefinite period of time, including as a result of travel restrictions and/or business shutdowns, uncertainty in the financial markets, or other harm to their businesses and financial results, resulting in delayed purchasing decisions, extended payment terms, and postponed or cancelled projects, all of which could negatively impact our business and results of operations, including our revenue and cash flows.

Beginning in March 2020, the U.S., Canadian and global economies have reacted negatively in response to worldwide concerns due to the economic impacts of the COVID-19 pandemic. These factors also may adversely impact enterprise and government spending on technology as well as such customers’ ability to pay for our products and services on an ongoing basis. For example, some businesses in industries particularly impacted by the COVID-19 pandemic, such as travel, hospitality, retail, and oil and gas, have significantly cut or eliminated capital expenditures. A prolonged economic downturn could adversely affect technology spending, demand for our offerings, which could have a negative impact on our financial condition, results of operations and cash flows. Any resulting instability in the financial markets could also adversely affect the value of our common stock, our ability to refinance our indebtedness, and our access to capital.

The ultimate duration and extent of the impact from the COVID-19 pandemic depends on future developments that cannot be accurately forecasted at this time, such as the severity and transmission rate of the disease, the actions of governments, businesses and individuals in response to the pandemic, the extent and effectiveness of containment actions, the impact on economic activity and the impact of these and other factors on our employees, partners, and third-party service providers. These uncertainties may increase variability in our future results of operations and adversely impact our ability to accurately forecast changes in our business performance and financial condition in future periods. If we are not able to respond to and manage the impact of such events effectively or if global economic conditions do not improve, or deteriorate further, our business, financial condition, results of operations, and cash flows could be adversely affected.

Off-Balance Sheet Arrangements

We do not have sufficient working capital to fund our operations over the next 12 months. If we are able to close a reverse merger, it is likely we will need capital as a condition of closingany off-balance sheet arrangements that acquisition. Because of the uncertainties, we cannot be certain as to how much capital we need to raise or the type of securities we will be required to issue. In connection with a reverse merger, we will be required to issue a controlling block of our securities to the target’s shareholders which will be very dilutive.

Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences, or privileges senior to our Common Stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be ablereasonably likely to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

We anticipate that we will incur operating losses in the next 12 months, principally costs related to our being obligated to file reports with the SEC. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development.  Such risks for us include, but are not limited to, an evolving and unpredictable business model, recognition of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement, and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain, and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adversecurrent or future effect on our business prospects, financial condition, andchanges in financial condition, revenues or expenses, results of operations.operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or “GAAP.” The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires usmanagement to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenuerevenues and expenses during the reportedreporting period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results maycould differ from these estimates under different assumptions or conditions.those estimates.

Our significant accountingWe believe that the following critical policies are fully described in Note 2 toaffect our financial statements appearing elsewhere in this Quarterly Report, and we believe those accounting policies are critical to the process of makingmore significant judgments and estimates used in the preparation of our consolidated financial statements.

See Note 2 to the Financial Statements for a Listing of our Critical Accounting Policies

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New Accounting Pronouncements

There no new accounting pronouncement that have a material impact on our financial statements.

Off-Balance Sheet Arrangements

None.

Item 3. Quantitative And Qualitative Disclosures About Market Risk.

AsWe are a smaller reporting company weand are not required to provide the information called for by this Item.information.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

Our management is responsible for establishing and maintaining a system of “disclosure controls and procedures” (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 us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the 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. Our disclosure controls and procedures were not effective as of March 31, 2022

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Management’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 Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

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

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures 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, 2021,March 31, 2022, 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:

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The Company does not have sufficient segregation of duties within accounting functions due to only having one officer and limited resources.

The Company does not have an independent board of directors or an audit committee.
The Company does not have written documentation of our internal control policies and procedures.
All of the Company’s financial reporting is carried out by a financial consultant.

 

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 Reporting.

There has been no change in our internal control over financial reporting during the year September 30, 2021March 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II OTHER INFORMATION

Item 1. Legal Proceedings.

The 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 expensed as incurred. The Company’s officers and directors are not aware of any threatened or pending litigation to which the Company is a party or which any of its property is the subject and which would have any material, adverse effect on the Company.

Item 1A. Risk Factors.

Reference is made to the risks and uncertainties disclosed in Item 1A (“Risk Factors”) of our Form 10 referenced into this report, as the same may be updated from time to time. Prospective investors are encouraged to consider the risks described in our 2020 Form 10, and our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Report and other information publicly disclosed or contained in documents we file with the Securities and Exchange Commission before purchasing our securities.

As a smaller reporting company, the Company iswe are not required to disclose material changes to the risk factors that were containedinclude this disclosure in the 2020this Quarterly Report on Form 10.10-Q.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

The exhibits listed on the Exhibit Index below are provided as part of this report.

3.1Articles of Incorporation of the Company Inc., as amended on March 16, 2018 (incorporated by reference to our Registration Statement on Form S-1 filed on January 19, 2018)
 
3.2Bylaws of the Company Inc. (incorporated by reference to our Registration Statement on Form S-1 filed on January 19, 2018)
10.1Share Exchange Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 10, 2022
  
22Demand Promissory Note Payable to Activist Investing LLC (incorporated by reference to our Registration Statement on 10-12G/A filed on December 22, 2020)
 
23Demand Promissory Note Payable to Rebecca Lazar (incorporated by reference to our Registration Statement on 10-12G/A filed on December 22, 2020)
 
31.1Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
 
32.1Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
101.INSXBRL Instance Document
 
101.SCHXBRL Schema Document
 
101.CALXBRL Calculation Linkbase Document
 
101.DEFXBRL Definition Linkbase Document
 
101.LABXBRL Label Linkbase Document
 
101.PREXBRL Presentation Linkbase Document

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SIGNATURES

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

ADORBS INC.
Dated: October 13, 2021May 10, 2022By:/s/ David Lazar
David Lazar

Chief Executive Officer and

Chief Financial Officer

Principal Executive Officer,
Principal Financial Officer

 

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.

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