Juva Life (JUVAF) 1-SA Semiannual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-SA

☒     SEMIANNUAL REPORT PURSUANT TO REGULATION A

 or

☐     SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A

For the fiscal semiannual period ended: 

June 30, 2023

Juva Life Inc.

(Exact name of issuer as specified in its charter)

British Columbia, Canada

(State or other jurisdiction of incorporation or organization)

N/A

(I.R.S. Employer Identification Number)

Suite 1400 885 West Georgia Street, Vancouver, BC V6C 3E8

(Full mailing address of principal executive offices)

833-333-5882

(Issuer’s telephone number, including area code)

Item 1.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Semiannual Report on Form 1-SA (this “Semiannual Report”) contains forward-looking statements that are based upon current expectations which involve risks and uncertainties associated with the Company’s business and the economic environment in which the business operates. Such forward-looking statements include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies, future acquisitions and the industry and business environment in which we operate. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements, which are often, but not always, identified by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “approximate,” “estimate,” “believe,” “intend,” “plan,” “budget,” “could,” “forecast,” “might,” “predict,” “shall” or “project,” or the negative of these words or other variations on these words or comparable terminology. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Our actual results or performance may differ materially from those contemplated by the forward-looking statements as a result of various factors, including, without limitation, changes in local, regional, national or global political, economic, business, competitive, market (supply and demand) and regulatory conditions. Readers are cautioned that the above factors are not exhaustive.

We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of our future performance. All forward-looking statements speak only as of the date of this Semiannual Report. We undertake no obligation to update any forward-looking statements or other information contained herein. All the forward-looking information contained in this Semiannual Report is expressly qualified by this cautionary statement.

The financial statements included herein should be read in conjunction with the audited financial statements and related notes for the fiscal year ended December 31, 2022, contained in the Company’s Annual Report on Form 1-K, as filed with the Securities and Exchange Commission on April 30, 2023.

In this Semiannual Report, unless otherwise indicated by the context, “we,” “us,” “our,” “our company” and the “Company” refer to Juva Life Inc. and its wholly-owned subsidiaries. Unless otherwise indicated, the terms “dollar” or “$” in this Semiannual Report refer to US dollars, the lawful currency of the United States.

Overview

Juva Life Inc. was incorporated under the laws of British Columbia, Canada on April 3, 2019. The principal business of the Company is to acquire, own, and operate various cannabis businesses in the State of California. Juva Research researches and develops "precision cannabis" products to deliver the right medicine to the right patient at the right time. The Company is developing intellectual property and securing patent protection for each of its proprietary discoveries. Through Juva Research, the Company is engaging in research that will help with patent formulations in areas of chronic pain, sleeplessness, poor appetite, anxiety, menopausal symptoms, neuropathic pain, and nausea and inflammation

The Company operates in the medical and recreational cannabis sectors in the State of California. While some states in the United States, including California, have authorized the use and sale of marijuana, it remains illegal under U.S. federal law, and the approach to enforcement of U.S. federal laws against marijuana is subject to change. Because the Company engages in marijuana-related activities in the United States, it assumes certain risks relating to conflicting state and federal laws. The federal laws relating to marijuana could be enforced at any time and this would put the Company at risk of being prosecuted and having its assets seized.

2

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

Sales, Cost of Goods Sold, and Gross Profit

	For the six months ended June 30, 2023		For the six months ended June 30, 2022
Sales	$	3,183,740	$	2,939,726
Cost of goods sold		2,512,849		2,374,375
Gross profit		670,891		565,351

Sales during the period increased to $3,183,740 compared to $2,939,726 for the comparative period.  Gross profit increased to $636,253 during the current period compared to $438,776 during the comparative period.  The increase to gross profit is a result of higher sales during the period relative to cost of goods sold.    

Operating Expenses

Total operating expenses were $3,681,748 during the six months ended June 30, 2023 compared to $5,601,861 for the six months ended June 30, 2022.  Material expense items include the following:

- Salaries and benefits decreased to $1,495,378 (YTD 2022 - $1,796,483) as a result of fewer personnel.

- Share-based payments decreased to $225,834 (YTD 2022 - $1,411,357) due to no stock options being granted in the quarter.

- Accretion expense increased to $562,061 (YTD 2022 - $Nil) due to the addition of the note payable.

- Office and administration decreased to $570,308 (YTD 2022 - $848,339) due to cost savings measures initiated by management.

	For the six months ended June 30, 2023		For the six months ended June 30, 2022
Expenses
Accretion expense		562,061		-
Depreciation		304,606		390,597
Marketing and promotion		91,550		246,608
Office and administration		570,308		848,339
Permits		94,895		127,354
Professional fees		168,807		417,773
Rent		-		213,850
Research and development		146,387		99,719
Salaries and benefits		1,495,378		1,796,483
Share-based payments		225,834		1,411,357
Transfer agent fees		21,922		49,781
Operating expenses		3,681,748		5,601,861

Other Items

The Company incurred $1,027,349 in interest charges due to its note payable balances compared to $398,008 during the six months ended June 30, 2022.  The Company also wrote-off certain assets resulting in a $610,702 charge to Other Items.  The Company also reported a foreign exchange gain of $731,665 due to fluctuations between the Canadian and US. dollars during the six months ended June 30, 2023.

Net Loss

As a result of all of the above, during the six months ended June 30, 2023, the Company reported a net loss of $3,373,924 compared to a net loss of $4,990,766 for the six months ended June 30, 2022.

3

Liquidity and Capital Resources

Cash and Working Capital

The Company does not currently generate sufficient cash from operations to fund business activities. Our generation of cash from operations formally commenced in 2020 with the Company’s online retail delivery business. To date, all costs in connection with our formation, development, legal services and support have been funded by raising capital from loans, private placements and our Regulation A Offering.  The Company may encounter difficulty sourcing future financing.

The Company had cash of $993,290 as of June 30, 2023, as compared to $641,038 as of December 31, 2022, and working capital deficit of $788,116 as of June 30, 2023, as compared to a surplus of $312,291 as of December 31, 2022.

Debt Offerings

On June 15, 2022, the Company issued a note payable for gross proceeds of $11,827,000 to Pelorus Fund REIT, LLC.  The note payable is secured by the assets of the Company. The note payable bears a variable interest rate of 11.5% plus SOFR (minimum of 1.5%) over the 36-month term of the note payable.  It also includes the issuance of 2,500,000 warrants, each convertible into one common share of the Company, exercisable at CAD$0.18 per share for a period of 3 years post loan maturity. Additional terms include holdbacks for interest, build-out of the Company’s facilities, and research and development projects.  Included in the Company’s cash balance is $1,167,508 held for reserve.  The Company incurred cash costs of $603,458. 

On February 9, 2023, the Company issued an unsecured promissory note for $150,000 bearing interest at 10% per annum to Douglas Chloupek, Chief Executive Officer of the Company (the “Unsecured Note”). Principal plus interest shall be due and payable in one payment, payment being due and payable upon funding of the loan currently under term sheet between the Company and Pelorus Capital.

On June 1, 2023, the Company issued a convertible unsecured note to JLL Ventures, Inc. for $1,500,000 bearing interest at 30% per annum due and payable on December 1, 2024. The note will automatically begin accruing interest at 30% per annum plus 10% per annum in an event of default. Interest of this note shall be payable in cash monthly. If the Company sells any of its plant-touching assets, namely RWC Retail/Delivery or Stockton cultivation, all proceeds therefrom shall be used to pay the obligations under this note. In the event of default, the holder of the note has an option to request the unpaid principal and interest to be converted in to that number of common shares of the Company by dividing (i) the converted amount and (ii) the conversion price then in effect, rounded down to the nearest whole number of shares.   

On July 7, 2023, the Company issued a convertible unsecured note for $140,000 to JT Labs, LLC, bearing interest at 30% per annum due and payable on December 1, 2024. The note will automatically begin accruing interest at 30% per annum plus 10% per annum in an event of default. Interest of this note shall be payable in cash monthly. If the Company sells any of its plant-touching assets, namely RWC Retail/Delivery or Stockton cultivation, all proceeds therefrom shall be used to pay the obligations under this note. In the event of default, the holder of the note has an option to request the unpaid principal and interest to be converted in to that number of shares of common shares of the Company by dividing (i) the converted amount and (ii) the conversion price then in effect, rounded down to the nearest whole number of shares. 

Private Placements and Regulation A Offering

On February 18, 2021, the Company closed a private placement by issuing 9,528,578 Special Warrants at CAD$1.05 per Special Warrant for gross proceeds of CAD$10,005,007.  Each Special Warrant is automatically exercisable, for no additional consideration, into one unit of the Company (each, a “Unit”) on the date that is the earlier of: (i) as soon as reasonably practical, but in any event, no later than the date that is the third business days following the date on which the Company obtains a receipt from the applicable securities regulatory authorities for a (final) prospectus qualifying distribution of the Units, and (ii) the date that is four months and one day after the closing of the offering. Each Unit shall consist of one common share of the Company and one-half of one common share purchase warrant.  Each full warrant (referred to as a “warrant”) is exercisable at CAD$1.35 and expires 24 months from the closing date. In connection with the private placement, the Company paid a cash commission of CAD$681,975, issued 666,999 broker warrants valued at CAD$637,985 using the black-scholes option pricing model, and incurred CAD$133,644 in transaction costs.

4

During the six months ended June 30, 2020, the Company issued 36,198,782 units at a price of $0.50 per unit for gross proceeds of $18,099,391 in connection with its Regulation A, Tier 2 offering.  Each unit was comprised of one common share and one-half of a common share purchase warrant.  Each whole warrant was exercisable for a period of 18 months at an exercise price of $0.75 per share. The Company terminated the Regulation A, Tier 2 offering effective May 31, 2020.

Other Capital Resources

The Company defines the capital that it manages as its shareholders’ equity.

The Company’s objective when managing capital is to maintain corporate and administrative functions necessary to support the Company’s operations and corporate functions, and to seek out and acquire new projects of merit. The Company manages its capital structure in a manner that provides sufficient funding for operational and capital expenditure activities.  Funds are secured, when necessary, through debt funding or equity capital raised by means of private placements.  There can be no assurances that the Company will be able to obtain debt or equity capital in the case of working capital deficits.

The Company does not pay dividends and has no long-term debt or bank credit facility. The Company is not subject to any externally imposed capital requirements.

If additional funds are required, the Company plans to raise additional capital primarily through the private placement of its equity securities or by borrowing funds from financial institutions or institutional investors.  Under such circumstances, there is no assurance that the Company will be able to obtain further funds required for the Company’s continued working capital requirements.

Going Concern

Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Our ability to continue as a going concern is contingent upon our ability to raise additional capital as required. During the period from June 29, 2018 (inception of Juva Life, Inc.) through June 30, 2023, we had an accumulated deficit of $53,801,878. Currently, we intend to finance our operations through equity and debt financings and revenues from operations. 

We have not generated significant sales to date.  We have primarily funded operations with capital raised from private placements, loan transactions and a Tier 2 offering pursuant to the Regulation A exemption from registration under the Securities Act.

We continually evaluate our plan of operations to determine the manner in which we can most effectively utilize our limited cash resources. The timing of completion of any aspect of our plan of operations is highly dependent upon the availability of cash to implement that aspect of the plan and other factors beyond our control. There is no assurance that we will successfully obtain the required capital or revenues, or, if obtained, that the amounts will be sufficient to fund our ongoing operations.

These circumstances raise substantial doubt on our ability to continue as a going concern. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

5

Contractual Obligations, Commitments and Contingencies

The Company has entered into the following agreements:

The commercial premises from which the Company carries out its operations are leased from multiple groups, some of which are related parties. These lease agreements are classified as operating leases since there is no transfer of risks and rewards inherent to ownership. The minimum rent payable under the leases as of June 30, 2023 are as follows:

	Total
Within one year	$	34,060
Between two and five years		11,827,000
	$	11,861,060

See Notes 6 and 11 to our Financial Statements for the six months ended June 30, 2023, for a description of our contractual loan obligations. 

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements.

Trend Information

Because we are still in the startup phase and have only a limited operating history, we are unable to identify any significant recent trends in revenues or expenses, and we are unable to identify any known trends, uncertainties, demands, commitments or events involving our business that are reasonably likely to have a material effect on our revenues, income from operations, profitability, liquidity or capital resources, or that would cause reported financial information to not be indicative of future operating results or financial condition.  Furthermore, there can be no assurances the Company will receive the required state and local licensing as it expands its operations. 

Item 2. Other Information

None.

6

Item 3. Financial Statements 

INDEX TO FINANCIAL STATEMENTS

	Page
Condensed Consolidated Interim Statements of Financial Position as of June 30, 2023 and December 31, 2022 (unaudited)	F-2
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss for the six months ended June 30, 2023 and 2022 (unaudited)	F-3
Condensed Consolidated Interim Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (unaudited)	F-4
Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity for the six months ended June 30, 2023 and 2022 (unaudited)	F- 5
Notes to Condensed Consolidated Financial Statements (unaudited)	F- 6

F-1

Juva Life Inc.

Condensed Consolidated Interim Statements of Financial Position

(Unaudited – Prepared by management)

(Expressed in US dollars)

	Note		June 30, 2023			December 31, 2022
ASSETS
Current assets
Cash			$	993,290		$	641,038
Restricted cash		11		75,281			1,167,508
Accounts receivable				118,086			221,518
Inventory		7		695,019			357,401
Biological assets		7		385,331			419,918
Prepaid expenses				179,109			238,301
Total current assets				2,446,116			3,045,684
Non-current assets
Deposits		6		271,037			303,248
Right of use assets		10		57,385			88,430
Property and equipment		5		16,409,142			16,937,323
Total non-current assets				16,737,564			17,329,001
Total assets				19,183,680			20,374,685
LIABILITIES
Accounts payable and accrued liabilities		6		2,918,731			2,440,815
Income taxes payable				227,483			167,775
Current portion of lease liabilities		10		88,018			124,803
				3,234,232			2,733,393
Non-current liability
Note payable		11		10,059,249			7,896,979
				13,293,481			10,630,372
SHAREHOLDERS’ EQUITY
Share capital		4		49,574,397			49,574,397
Share proceeds receivable		4		(770,677	)		(770,677	)
Reserves		4		11,513,140			11,287,306
Other comprehensive loss				(624,783	)		81,241
Deficit				(53,801,878	)		(50,427,954	)
Total shareholders’ equity				5,890,199			9,744,313
Total liabilities and shareholders’ equity			$	19,183,680		$	20,374,685

F-2

Juva Life Inc.

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss

(Unaudited – Prepared by management)

(Expressed in US dollars)

	Note		Three Months Ended June 30, 2023			Three Months Ended June 30, 2022			Six Months Ended June 30, 2023			Six Months Ended June 30, 2022
Sales			$	1,458,417		$	1,782,961		$	3,183,740		$	2,939,726
Cost of goods sold				1,154,355			1,426,501			2,512,849			2,374,375
Gross profit before unrealized items				304,062			356,460			670,891			565,351
Realized fair value amounts included in inventory sold
Unrealized fair value change on biological assets		7		(37,757	)		(203,224	)		(34,638	)		(126,575	)
Gross profit				266,305			153,236			636,253			438,776
Expenses
Accretion expense		11		300,446			-			562,061			-
Depreciation		5,10		151,086			235,204			304,606			390,597
Marketing and promotion				44,479			88,969			91,550			246,608
Office and administration				305,755			450,106			570,308			848,339
Permits				(31,602	)		70,453			94,895			127,354
Professional fees				81,542			235,111			168,807			417,773
Rent				-			215,339			-			213,850
Research and development				62,678			34,080			146,387			99,719
Salaries and benefits		6		702,562			906,559			1,495,378			1,796,483
Share-based payments		4,6		3,582			230,910			225,834			1,411,357
Transfer agent fees				14,683			37,623			21,922			49,781
Operating expenses				1,635,211			2,504,354			3,681,748			5,601,861
Other Items:
Change in fair value of warrant liability				-			99,124			-			65,134
Gain on disposition				-			721,336			-			721,336
Government grant				-			-			683,904			-
Interest expense		10,11		(535,291	)		(231,719	)		(1,027,349	)		(398,008	)
Write-off of assets				(610,702	)		-			(610,702	)		-
Recovery of accounts payable				(1,302	)		-			-			-
Foreign exchange loss				713,267			(126,082	)		731,665			(152,280	)
Loss before taxes				(1,802,934	)		(1,888,459	)		(3,267,977	)		(4,926,903	)
Income tax expense
Current income tax expense (recovery)				104,485			36,797			105,947			63,863
Net loss for the period			$	(1,907,419	)	$	(1,925,256	)		(3,373,924	)	$	(4,990,766	)
Other comprehensive gain
Foreign currency translation adjustment				448			(217,645	)		-			(165,055	)
Total comprehensive loss for the period			$	(1,906,971	)	$	(2,142,901	)		(3,373,924	)	$	(5,155,821	)
Basic and diluted loss per common share			$	(0.01	)	$	(0.01	)		(0.02	)	$	(0.03	)
Weighted average number of common shares outstanding				164,070,767			163,867,228			157,725,352			164,016,223

F-3

Juva Life Inc.

Condensed Consolidated Interim Statements of Cash Flows

(Unaudited – Prepared by management)

(Expressed in US dollars)

	Six Months Ended June 30, 2023			Six Months Ended June 30, 2022
OPERATING ACTIVITIES
Loss	$	(3,373,924	)	$	(4,990,766	)
Items not involving cash:
Change in fair value of warrant liability		-			(65,134	)
Accretion expense		562,061			-
Depreciation		632,189			740,937
Interest expense		4,087			319,923
Share-based payments		225,834			1,411,357
Unrealized fair value change on biological assets		34,587			126,575
Write-off of assets		610,702			-
Foreign exchange		(706,024	)		(171,328	)
Gain on disposition		-			(721,336	)
Changes in non-cash working capital items:
Accounts receivable		103,432			(152,029	)
Inventory		(337,618	)		(636,180	)
Biological assets		-			126,575
Other receivables		-			223,425
Prepaid expenses		59,192			(61,398	)
Accounts payable and accrued liabilities		477,917			36,092
Taxes payable		59,708			62,000
Cash used in operating activities		(1,647,857	)		(3,751,287	)
INVESTING ACTIVITIES
Purchase of property and equipment		(556,497	)		(4,383,736	)
Deposits paid		-			24,000
Cash used in investing activities		(556,497	)		(4,359,736	)
FINANCING ACTIVITIES
Proceeds received from note payable		1,500,000			11,095,579
Repayment of lease liability		(40,872	)		(471,301	)
Cash used in financing activities		1,459,128			10,624,278
Foreign exchange effect on cash		5,251			-
Increase in cash		(739,975	)		2,513,255
Cash, beginning of the period		1,808,546			2,681,269
Cash, end of the period	$	1,068,571		$	5,194,524

F-4

Juva Life Inc.

Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity

(Unaudited – Prepared by management)

(Expressed in US dollars)

			Share Capital									Other						Total
	Note		Number		Amount		Share Proceeds Receivable			Reserves		Comprehensive Loss			Deficit			Shareholders’ Equity
					$		$			$		$			$			$
Balance, December 31, 2021				164,016,223		49,567,593		(770,677	)		5,501,876		(19,506	)		(39,945,134	)		14,334,152
Share-based payments				-	.			-			1,411,357		-			-			1,411,357
Foreign currency translation adjustment				-		-		-			-		(165,055	)		-			(165,055	)
Loss and comprehensive loss for the period				-		-		-			-		-			(4,990,766	)		(4,990,766	)
Balance, June 30, 2022				164,016,223		49,567,593		(770,677	)		6,913,233		(184,561	)		(44,935,900	)		10,589,688
Balance, December 31, 2022				164,070,767		49,574,397		(770,677	)		11,287,306		81,241			(50,427,954	)		9,744,313
Share-based payments		4		-	.			-			225,834		-			-			225,834
Foreign currency translation adjustment				-		-		-			-		(706,024	)		-			(706,024	)
Loss and comprehensive loss for the period				-		-		-			-		-			(3,373,924	)		(3,373,924	)
Balance, June 30, 2023				164,070,767		49,574,397		(770,677	)		11,513,140		(624,783	)		(53,801,878	)		5,890,199

F-5

Juva Life Inc.

Notes to Condensed Consolidated Interim Financial Statements

(Unaudited)

1. NATURE OF OPERATIONS

Juva Life Inc. (the “Company”) was incorporated under the laws of British Columbia on April 3, 2019. The principal business of the Company is to acquire, own, and operate various cannabis business in the state of California. The Company’s registered office is 1055 West Georgia Street, 1500 Royal Centre, P.O. Box 11117, Vancouver, BC V6E 4N7. The Company’s common shares are listed on the Canadian Securities Exchange under the trading symbol JUVA.

The Company operates in the medical and recreational cannabis sectors in California, USA. As at June 30, 2023, the Company operates in two reportable segments i) the resale of merchandise and cannabis-derived products, and ii) cultivation and sale of trim and flowers. All non-current assets of the Company are located in the USA. While some states in the United States have authorized the use and sale of marijuana, it remains illegal under federal law and the approach to enforcement of U.S. federal laws against marijuana is subject to change. Because the Company is engaged in marijuana-related activities in the US, it assumes certain risks due to conflicting state and federal laws. The federal law relating to marijuana could be enforced at any time and this would put the Company at risk of being prosecuted and having its assets seized.

2. GOING CONCERN

These condensed consolidated interim financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. The Company incurred a net loss of $3,373,924 during the six months ended June 30, 2023 (2022 - $4,990,766). Management is aware, in making its assessment, of material uncertainties related to events or conditions that may cast significant doubt upon the Company's ability to continue as a going concern. Management is actively seeking financing options to address its going concern risk.

3. BASIS OF PRESENTATION

These condensed consolidated interim financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), applicable to the preparation of interim financial statements, including International Accounting Standard (“IAS”) 34 Interim Financial Reporting. The condensed interim consolidated financial statements do not include all of the disclosures required for a complete set of annual financial statements and should be read in conjunction with the audited annual consolidated financial statements for the year ended December 31, 2022, which have been prepared in accordance with IFRS as issued by the IASB.

These condensed consolidated interim financial statements are presented in US dollars and all financial amounts, other than per-share amounts, are rounded to the nearest dollar. The functional currency of the Company and all of its US subsidiaries is the US dollar. The functional currency of the Canadian subsidiary is the Canadian dollar.

The policies applied in these condensed consolidated interim financial statements are based on IFRS issued and effective as of June 30, 2023.

3.1. Basis of measurement

These condensed consolidated interim financial statements have been prepared using the measurement basis specified by IFRS for each type of asset, liability, revenue and expense.

3.2. Significant judgments, estimates and assumptions

The preparation of the Company’s condensed consolidated interim financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated interim financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continually evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results could differ from these estimates.

F-6

Critical adjustments exercised in applying accounting polices that have the most significant effect on the amounts recognized in the condensed consolidated interim financial statements are as follows:

Determination of functional currency

The Company determines the functional currency through an analysis of several indicators such as expenses and cash flow, financing activities, retention of operating cash flows, and frequency of transactions within the reporting entity.

Going concern

The preparation of the condensed consolidated interim financial statements requires management to make judgments regarding the going concern of the Company as previously discussed in Note 2.

Impairment of long-lived assets

The Company performs impairment testing annually for long-lived assets as well as when circumstances indicate that there may be impairment for these assets. Management judgement is involved in determining if there are circumstances indicating that testing for impairment is required, and in identifying cash generating unit (“CGU”) for the purpose of impairment testing.

The Company assesses impairment by comparing the recoverable amount of a long-lived asset, CGU, or CGU group to its carrying value. The recoverable amount is defined as the higher of: (i) value in use; or (ii) fair value less cost to sell. The determination of the recoverable amount involves management judgement and estimation. These estimates and assumptions could affect the Company’s future results if the current estimates of future performance and fair values change.

Estimation Uncertainty

The following are key assumptions concerning the future and other key sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities within the next financial year:

Depreciation and amortization

The Company’s equipment and finite-life intangible assets are depreciated and amortized using a straight-line method over the estimated useful lives of the assets and residual values. Leasehold improvements are amortized over the lease term. Changes to these estimates may affect the carrying value of these assets, net earnings, and comprehensive income (loss) in future periods.

Income taxes

Provisions for income taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were originally recorded, such differences will affect the tax provisions in the period in which such determination is made.

Valuation of share-based compensation

The Company uses the Black-Scholes option pricing model for valuation of share-based compensation. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate, and forfeiture rate. Changes in input assumptions can materially affect the fair value estimate and the Company’s earnings and equity reserves.

Inventory

The Company reviews the net realizable value of, and demand for, its inventory regularly to provide assurance that recorded inventory is stated at the lower of cost or net realizable value. Factors that could impact estimated demand and selling prices include competitor actions, supplier prices and economic trends.

Biological assets and inventory

In calculating the value of the biological assets and inventory, management is required to make several estimates, including estimating the stage of growth of the cannabis up to the point of harvest, harvesting costs, average or expected selling prices and list prices, expected yields for the cannabis plants. In calculating final inventory values, management compares the inventory costs to estimated realizable value.

F-7

3.3 Basis of consolidation

These condensed consolidated interim financial statements incorporate the financial statements of the Company and its wholly controlled subsidiaries, Juva Life, Inc. (“Juva US”) Precision Apothecary Inc. (“Precision”), Juva RWC Inc., Juva Stockton Inc., Juva Retail RWC Inc, and San Juan, LLC, all of which were incorporated in the state of California and 1177988 B.C. Ltd., a company incorporated in British Columbia, Canada. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The condensed consolidated interim financial statements include the accounts of the Company and its direct wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated.

Where the Company’s interest is less than 100%, the interest attributable to outside shareholders is reflected in non-controlling interest. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Company’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling interests’ share of changes in equity since the date of the combination.

4. EQUITY

4.1 Authorized Share Capital

Unlimited number of common shares with no par value.

4.2 Shares Issued

Shares issued and outstanding as at June 30, 2023 are 164,070,767 (December 31, 2022 – 164,070,767) Class A common shares. As at June 30, 2023, 5,995,874 (December 31, 2022 – 11,991,751) shares are held in escrow.

There were no movements in share capital during the six months ended June 30, 2023 and June 30, 2022.

4.3 Stock Options

The Company adopted a Stock Option Plan (the “Plan”) whereby the maximum number of shares reserved for issue under the plan shall not exceed 20% of the issued and outstanding shares. Under the Plan, the Board of Directors may from time to time authorize the grant of options to directors, employees, and consultants of the Company. Under the terms of the Plan, options will be exercisable for periods up to ten years and must have an exercise price not less than the fair market value of a share on the grant date. The term of the options granted to a 10% shareholder shall not exceed ten years. Vesting provision is determined by the Board of Directors at the grant date.

A summary of the changes in stock options is presented below:

	Number of options			Weighted average exercise price
				CAD $
Balance, December 31, 2021		3,175,000			0.65
Granted		17,220,000			0.32
Cancelled		(3,175,000	)		0.50
Balance, December 31, 2022		17,220,000			0.32
Cancelled		(17,220,000	)		0.32
Balance, June 30, 2023		-			-

On June 5, 2023, the Company cancelled all of its outstanding stock options.

F-8

4.4 Share Purchase Warrants

A summary of the changes in warrants is presented below:

	Number of warrants			Weighted average exercise price
				CDN $
Balance, December 31, 2021		15,661,290			0.86
Granted		2,500,000			0.18
Cancelled		(10,000,000	)		0.67
Expired		(230,002	)		0.05
Balance, December 31, 2022		7,931,288			0.78
Granted		2,186,666			0.05
Expired		(5,431,288	)		1.05
Balance, June 30, 2023		4,686,666			0.18

The following share purchase warrants were outstanding as at June 30, 2023:

Outstanding		Exercisable			Exercise Price		Expiry Date
	2,186,666		2,500,000	CDN $		0.05	June 1, 2028
	2,500,000		2,500,000	CDN $		0.18	June 15, 2028
	4,686,666

4.5 Restricted Share Unit Award Plan

In 2019, the Company adopted an Equity Incentive Plan (“the Plan”) whereby the aggregate number of common shares issuable pursuant to the Plan combined with all of the Company’s other security based compensation arrangements, including the Company’s Stock Option Plan, shall not exceed 20% of the Company’s outstanding shares.

During the year ended December 31, 2021, the Company granted 200,000 RSUs to an officer of the Company with a fair value of $82,000. As at June 30, 2023, there were 40,908 (December 31, 2022 – 13,636) and 81,820 (December 31, 2022 – 68,184) RSUs that were exercisable and unvested, respectively.

4.6 Share-based payment expense and reserves

Pursuant to vesting schedules, the share-based payment expense for the stock options that were granted during the year ended December 31, 2022 and recognized during the six months ended June 30, 2023 was $225,834 (2022 – $1,180,447) and was recorded in the condensed consolidated interim statements of loss and comprehensive loss using the following weighted average assumptions:

	2023			2022
Risk-free interest rate		0.30	%		0.30	%
Expected stock price volatility		100	%		100	%
Expected dividend yield		0.0	%		0.0	%
Expected option life in years		10.0			10.0

The fair value of stock options granted were CAD$0.28 per option (2022 - CAD$0.28).

F-9

4.7 Share proceeds receivable

During the year ended December 31, 2019, the Company issued 8,400,000 shares upon the exercise of stock options with exercise prices ranging from CAD 0.02 to CAD 0.35 per share for gross proceeds of $804,112. The Company also cancelled 600,000 shares with a value of $33,435. These shares were issued upon the exercise of 600,000 stock options. The net balance of $770,677 is recorded as share proceeds receivable on the condensed consolidated interim statement of financial position.

5. PROPERTY AND EQUIPMENT

Cost	Automotive			Equipment			Furniture and Office Equipment		Leasehold Improvements			Building		Total
Balance, December 31, 2021	$	187,573		$	3,022,009		$	138,145	$	9,905,769		$	-	$	13,253,496
Additions		85,823			136,391			40,637		1,070,356			4,017,872		5,351,079
Disposals		(39,048	)		-			-		(7,040	)		-		(46,088	)
Balance, December 31, 2022		234,348			3,158,400			178,782		10,969,085			4,017,872		18,558,487
Additions		-			47,871			87,319		421,307			-		556,497
Disposals		-			(1,542	)		-		(579,814	)		-		(581,356	)
Balance, June 30, 2023	$	234,348		$	3,204,729		$	266,101	$	10,810,578		$	4,017,872	$	18,533,628
Accumulated Amortization
Balance, December 31, 2021	$	77,307		$	201,118		$	44,025	$	379,499		$	-	$	701,949
Additions		65,216			332,225			55,786		401,148			87,054		941,429
Disposals		(22,214	)		-			-		-			-		(22,214	)
Balance, December 31, 2022		120,309			533,343			99,811		780,647			87,054		1,621,164
Additions		22,980			166,958			28,398		204,628			80,358		503,322
Balance, June 30, 2023	$	143,289		$	700,301		$	128,209	$	985,275		$	167,412	$	2,124,486
Net Book Value
Balance, December 31, 2022	$	114,039		$	2,625,057		$	78,971	$	10,188,438		$	3,930,818	$	16,937,323
Balance, June 30, 2023	$	91,059		$	2,504,428		$	137,892	$	9,825,303		$	3,850,460	$	16,409,142

Incluced in cost of goods sold is depreciation of $327,583 (2022 - $350,340).

6. RELATED PARTY TRANSACTIONS AND BALANCES

Relationships	Nature of the relationship
Key management	Key management are those personnel having the authority and responsibility for planning, directing and controlling the Company and include the President and Chief Executive Officer, Chief Financial Officer, VP Finance, VP Cultivation, and the directors of the Company.

F-10

During the six months ended June 30, 2023 and 2022, key management compensation included the following:

	Six Months Ended June 30, 2023		Six Months Ended June 30, 2022
	$		$
Management compensation		416,949		254,107
Share-based payments		50,536		284,112
Total		467,485		538,219

During the six months ended June 30, 2023, the Company had the following related party transactions:

a)	The Company paid $Nil (2022 - $210,927) in lease payments to Best Leasing Services, Inc., a company 100% owned by the CEO and a shareholder of the Company. Included in accounts payable and accrued liabilities is $232,121 (December 31, 2022 - $Nil) owed to Best Leasing Services, Inc.
b)	Douglas Chloupek, CEO, loaned the Company $150,000 with interest at 10%.

Included in accounts payable and accrued liabilities as of June 30, 2023 is $517,866 (December 31, 2022 - $920,568) owed to officers of the Company.

Included in deposits as of June 30, 2023 and December 31, 2022 is $24,000 with Best Leasing Services, Inc.

7. INVENTORY AND BIOLOGICAL ASSETS

The Company maintains three classes of inventory: merchandise and cannabis-derived products for resale (2023 - $695,019; 2022 - $128,710)), work in process (“WIP”) (2023 - $Nil; 2022 - $228,691) and dried trim/flowers (2023 - $Nil; 2022 - $Nil). For the six months ended June 30, 2023, the amount included in cost of goods sold was $2,512,849 (June 30, 2022 - $2,374,375).

While the Company’s biological assets are within the scope of IAS 41 Agriculture, the direct and indirect costs of biological assets are determined using an approach that is similar to the capitalization criteria outlined in IAS 2 Inventories. They include the direct cost of seeds and growing materials as well as other indirect costs such as utilities and supplies and labor used in the growing process.

Balance, December 31, 2022	$	419,867
Fair value change due to biological transformation		(37,757	)
Production costs capitalized		1,101,835
Transferred to inventory upon harvest		(1,098,614	)
Balance, June 30, 2023	$	385,331

Biological assets are measured at their fair value less costs to sell in the consolidated statement of financial position. The Company’s method of accounting for biological assets attributes value accretion on a straight-line basis throughout the life of the biological asset from initial vegetative state to the point of harvest. All direct and indirect costs of biological assets are capitalized as they are incurred, and they are all subsequently recorded within the line item ‘cost of goods sold’ on the consolidated statement of loss and comprehensive loss in the period that the related product is sold.

Unrealized fair value gains/losses on the growth of biological assets are recorded in a separate line in the consolidated statement of loss and comprehensive loss.

The following significant unobservable inputs, all of which are classified as level 3 on the fair value hierarchy and are subject to volatility and several uncontrollable factors which could significantly affect the fair value of biological assets in future periods, were used by management as part of this model:

· Growth cycle - the average growing cycle is 120 days from propagation to harvest;

· Stage of growth – represents the weighted average number of days out of the 93-day growing cycle that biological assets have reached as at the measurement date;

· Yield by plant – represents the expected number of grams of finished cannabis inventory which are expected to be obtained from each harvested cannabis plant. The average harvest yield of whole flower used is 79 grams per plant;

· Survival rate – the estimated survival rate of cannabis plants as they move from one stage of growth to the next (from germination to vegetative to flowering) based on the Company’s historical results. As plants mature at each stage, their survival rate increases;

· Wholesale selling price – the average price used is $1.78 per gram; and

· Post harvest costs – calculated as the cost per gram of harvested cannabis to complete the sale of cannabis plants after harvest, consisting of the cost of direct and indirect materials and labor related to labelling and packaging. The Company expenses such subsequent expenditures directly to cost of goods sold.

F-11

The following quantifies each significant unobservable input, and also provides the impact a 10% increase/decrease in each input would have on the reported fair value of biological assets:

							10% change as at
	June 30, 2023			June 30, 2022			June 30, 2023		June 30, 2022
Stage of growth		59	%		80	%		41,997		8,224
Yield by plant (grams)		79.38			45.36			67,463		36,767
Survival rate		90	%		90	%		16,545		16,545
Sale price	$	1.78		$	1.93			143,493		36,767

8. MANAGEMENT OF CAPITAL

The Company defines the capital that it manages as components within its shareholders’ equity.

The Company’s objective when managing capital is to maintain corporate and administrative functions necessary to support the Company’s operations and corporate functions; and to seek out and acquire new projects of merit.

The Company manages its capital structure in a manner that provides sufficient funding for operational and capital expenditure activities. Funds are secured, when necessary, through debt funding or equity capital raised by means of private placements. There can be no assurances that the Company will be able to obtain debt or equity capital in the case of working capital deficit.

The Company does not pay dividends and has no bank credit facility. The Company is not subject to any externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the six months ended June 30, 2023.

9. RISK MANAGEMENT

9.1 Financial Risk Management

The Company may be exposed to risks of varying degrees of significance which could affect its ability to achieve its strategic objectives. The main objectives of the Company’s risk management processes are to ensure that risks are properly identified and that the capital base is adequate in relation to those risks. The principal risks to which the Company is exposed are described below.

a)	Capital Risk
	The Company manages its capital to ensure that there are adequate capital resources for the Company to maintain operations. The capital structure of the Company consists of items in shareholders’ equity.
b)	Credit Risk
	Credit risk is the risk that a counter party will be unable to pay any amounts owed to the Company. The Company is not exposed to significant credit risk.
c)	Liquidity Risk
	Liquidity risk is the risk that the Company is not able to meet its financial obligations as they fall due. As at June 30, 2023, the Company had a working capital deficit of $788,116 (excluding the warrant liability) (December 31, 2022 – surplus of $312,391). The Company may seek additional financing through debt or equity offerings, but there can be no assurance that such financing will be available on terms acceptable to the Company or at all. Any equity offering will result in dilution to the ownership interests of the Company’s shareholders and may result in dilution to the value of such interests. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at June 30, 2023, the Company had cash of $993,290 (December 31, 2022 – $641,038) and accounts payable and accrued liabilities of $2,918,731 (December 31, 2022 - $2,440,815).
d)	Market Risk
	Market risk incorporates a range of risks. Movements in risk factors, such as market price risk and currency risk, affect the fair values of financial assets and liabilities. The Company is not exposed to these risks.

F-12

9.2 Fair Values

The carrying values of cash, receivables, accounts payable and accrued liabilities, and note payable approximate their fair values due to their short-term to maturity.

Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 – Quoted prices in markets that are not active, or inputs that are not observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The fair value of warrant liability is based on level 2 inputs of the fair value hierarchy.

F-13

10. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

	Property Leases
Cost:	$
At December 31, 2021		5,361,510
Additions		-
Disposals		(3,249,549	)
At December 31, 2022 and June 30, 2023		2,111,961
Depreciation:
At December 31, 2021		1,644,884
Charge for the year		415,920
Less: accumulated depreciation		(34,886	)
At December 31, 2022		2,025,918
Charge for the period		28,658
At June 30, 2023		2,054,576
Net Book Value:
At December 31, 2022		86,043
At June 30, 2023		57,385
	$
Lease liabilities at December 31, 2021		4,305,763
Lease payments made		(717,509	)
Interest expense on lease liabilities		337,002
Disposals		(3,800,453	)
		124,803
Less: current portion		124,803
At December 31, 2022		-
Lease liabilities at December 31, 2022		124,803
Lease payments made		(40,872	)
Interest expense on lease liabilities		4,087
		88,018
Less: current portion		88,018
At June 30, 2023		-

Depreciation of right-of-use assets is calculated using the straight-line method of the remaining lease term.

11. NOTE PAYABLE

On June 15, 2022, the Company issued a note payable for gross proceeds of $11,827,000. The note payable is secured by the assets of the Company. The note payable bears a variable interest rate of 11.5% plus SOFR (minimum of 1.5%) over the 36-month term of the note payable. It also includes the issuance of 2,500,000 warrants, each convertible into one common share of the Company, exercisable at CAD$0.18 per share for a period of 3 years post loan maturity. Additional terms include holdbacks for interest, build-out of the Company’s facilities, and research and development projects. Included in the Company’s cash balance is $245,745 (December 31, 2022 - $1,167,508) held for reserve. The Company incurred cash costs of $603,458, which have been capitalized against the balance of the note payable on the consolidated statement of financial position.

As at June 30, 2023, the note payable was fair valued using a discount rate of 20% over a three-year term. Accordingly, the value attributed to the note payable is $8,559,249 (December 31, 2022 - $7,836,199). The remaining balance of $3,917,100 was allocated to the warrants granted.

F-14

The following is a reconciliation of the note payable as at June 30, 2023 and December 31, 2022:

	Note Payable
Balance, December 31, 2021		-
Additions		7,909,900
Borrowing costs		(603,458	)
Interest accrued		770,861
Interest paid		(770,861	)
Accretion		489,777
Amortized costs		100,760
Balance, December 31, 2022		7,896,979
Borrowing costs		-
Interest accrued		1,023,262
Interest paid		(1,023,262	)
Accretion		562,061
Amortized costs		100,209
Balance, June 30, 2023		8,559,249

On June 21, 2023, the Company issued convertible unsecured notes for CAD$2,230,400 ($1,500,000 USD) bearing interest at 30% per annum due and payable on December 1, 2024 (the “Note”). In the event of default or nonpayment, the Note is convertible into common shares of the Company by dividing (i) the Converted Amount and (ii) the Conversion Price then in effect, rounded down to the nearest whole number of shares. The Company also issued a total of 2,186,666 warrants in connection with the transaction, each convertible into one share of the Company, exercisable at $0.054 per warrant until June 1, 2028.

12. COMMITMENTS AND CONTINGENCIES

a) The Company has entered into the following agreements:

The commercial premises from which the Company carries out its operations are leased from multiple groups, some of which are related parties (see note 6). The minimum rent payable under the leases are as follows:

	Total
Within one year	$	34,060
Between two and five years		11,827,000
	$	11,861,060

b) The Company is involved in various claims and legal actions in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company.

13. SEGMENTED INFORMATION

Reportable segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources, and in assessing performance.

During the six months ended June 30, 2023 and the year ended December 31, 2022 the Company operates in two reportable segments, being cultivation and sale of dried trim/flowers and resale of merchandise and cannabis-derived products in the United States within the State of California. All of the Company’s revenue were generated through sales in the State of California, and all of the Company’s non-current assets are located in California.

F-15

Information by segment is as follows:

	Resale of merchandise and cannabis-derived products				Cultivation and sale of trim and flowers						Total
	Six Months Ended June 30, 2023		Six Months Ended June 30, 2022		Six Months Ended June 30, 2023			Six Months Ended June 30, 2022			Six Months Ended June 30, 2023			Six Months Ended June 30, 2022
	$		$		$			$			$			$
Sales		1,298,909		1,941,566		1,884,831			998,160			3,183,740			2,939,726
Cost of goods sold		559,543		1,038,336		1,953,306			1,336,039			2,512,849			2,374,375
Gross margin before fair value changes on biological assets		739,366		903,230		(68,475	)		(337,879	)		670,891			565,351
Net change in fair value less costs to sell due to biological transformation		-		-		(34,638	)		(126,575	)		(34,638	)		(126,575	)
Gross profit		739,366		903,230		(33,837	)		(211,304	)		636,253			438,776

June 30, 2023	Cannabis			Corporate			Total
	$			$			$
Sales		1,458,417			-			1,458,417
Cost of goods sold		(1,154,355	)		-			(1,154,355	)
Gross profit		304,062			-			304,062
Net loss		(3,080,617	)		(293,307	)		(3,373,924	)
Non-current assets:
Deposits		271,037			-			271,037
Right of use assets		57,385			-			57,385
Property and equipment		16,409,142			-			16,409,142
December 31, 2022	Cannabis			Corporate			Total
		$		$				$
Sales		45,016			-			45,016
Cost of goods sold		(5,282,164	)		-			(5,282,164	)
Gross profit		(5,237,148	)		-			(5,237,148	)
Net loss		(7,652,758	)		(2,830,062	)		(10,482,820	)
Non-current assets:
Deposits		303,248			-			303,248
Right of use assets		88,430			-			88,430
Property and equipment		16,937,323			-			16,937,323

F-16

Item 4. Exhibits

Exhibit No.	Description
2.1#	Notice of Articles of Juva Life Inc.
2.2#	Articles of Juva Life Inc.
3.1#	Form of Regulation A, Tier 2 Common Share Purchase Warrant.
3.2**	Subscription Agreement (Special Warrants) February 2021
4.1#	Form of Regulation A, Tier 2 Subscription Agreement.
6.1#	Standard Sublease between Best Leasing Services, Inc. and Juva Life, Inc. for the San Juan facility.
6.2#	Standard Industrial/Commercial Single-Tenant Lease between Ramundy Springfield and Juva Life, Inc. for the Navy Drive facility.
6.3#	Standard Sublease between Best Leasing Services, Inc. and Juva Life, Inc. for the Clawiter Road facility.
6.4#	Standard Sublease between Best Leasing Services, Inc. and Juva Life, Inc. for the Enterprise Avenue facility.
6.5#	Standard Industrial/Commercial Multi-Tenant Lease between William J. Stoesser and Juva Life, Inc. for the Convention Way facility.
6.6#	Juva Life Inc. 2019 Equity Incentive Plan.
6.7*	Consulting Agreement dated November 1, 2019 between Juva Life Inc. and Mathew Lee.
6.8*	Consulting Agreement dated February 13, 2020 between Juva Life, Inc. and TME Consulting, LLC.
6.9*	Employee Offer Letter dated December 17, 2019 between Juva Life and Heidi Minx.
6.10*	Consulting Agreement dated March 2, 2020 between Juva Life, Inc. and Model 4771, LLC.
6.11***	Agreement for Purchase of LLC Interest dated March 31, 2021, by and between Juva Life, Inc. and Baja Investment Partners, LLC.
6.12***	Equity Secured Promissory Note dated March 31, 2021 issued by Baja Investment Partners, LLC to Juva Life, Inc.
6.13****	Loan Agreement dated June 14, 2022 by and among Pelorus Fund REIT, LLC, certain Borrowers named therein, Juva Life Inc., Juva Life, Inc. and certain Limited Guarantors named therein.
6.14†	Unsecured Promissory Note dated February 9, 2023 issued by Juva Life Inc. to Douglas Chloupek.
6.15†	Convertible Unsecured Note dated June 21, 2023 issued by Juva Life Inc. to JLL Ventures Inc.
6.17†	Convertible Unsecured Note dated July 7, 2023 issued by Juva Life Inc. to JT Labs LLC.
7.1#	Agreement and Plan of Merger dated May 15, 2019, by and among Juva Life Inc., Juva Life, Inc., and Juva Holdings (California) Ltd.
10.1#	Power of Attorney.
14.1#	Appointment of Agent for Service of Process.

7

#	Filed as an exhibit to the Juva Life Inc. Regulation A Offering Statement on Form 1-A filed with the United States Securities and Exchange Commission (Commission File No. 024-11014), qualified on August 20, 2019, and incorporated herein by reference.
*	Filed as an exhibit to the Juva Life Inc. Annual Report on Form 1-K filed with the United States Securities and Exchange Commission (Commission File No. 24R-00259) on April 24, 2020, and incorporated herein by reference.
**	Filed as an exhibit to the Juva Life Inc. Current Report on Form 1-U filed with the United States Securities and Exchange Commission (Commission File No. 24R-00259) on February 24, 2021, and incorporated herein by reference.
***	Filed as an exhibit to the Juva Life Inc. Semi-Annual Report on Form 1-SA filed with the United States Securities and Exchange Commission (Commission File No. 24R-00259) on September 14, 2021, and incorporated herein by reference.
****	Filed as an exhibit to the Juva Life Inc. Annual Report on Form 1-K filed with the United States Securities and Exchange Commission (Commission File No. 24R-00259) on May 1, 2023, and incorporated herein by reference.
+	Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Regulation S-K, Item (601)(b)(10).
†	Filed herewith.

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SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Juva Life Inc.
By:	/s/ Douglas Chloupek
Name:	Douglas Chloupek
Title:	Chief Executive Officer
Date:	September 7, 2023

Pursuant to the requirements of Regulation A, this report has been signed below by the following persons on behalf of the issuer and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Douglas Chloupek	Chief Executive Officer (Principal Executive Officer)	September 7, 2023
Douglas Chloupek
/s/ Mathew Lee	Chief Financial Officer, Secretary, Treasurer (Principal Financial Officer and Principal Accounting Officer)	September 7, 2023
Mathew Lee

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