Forward-looking Statements

Statements made in this Annual Report, which are not purely historical, are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words "may," "would," "could," "should," "expects," "projects," "anticipates," "believes," "estimates," "plans," "intends," "targets" or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.





Plan of Operation

Our plan of operation for the next 12 months is to: (i) market the licensing of the Company's technology in states in the U.S. where marijuana and/or hemp has been legalized both for medicinal and/or recreational use, and in the Canadian provinces; (ii) seek to raise additional equity funding so that the Company may pursue the construction and operation of a facility to produce and market hemp cigarettes to be located in Northern Nevada; and (iii) complete the transactions which are the subjects of the two letters of intent signed by the Company which include acquiring an Oregon company which specializes in hemp-related products and operating the joint venture with Hempacco Co, Inc. to produce, market and distribute hemp cigarettes and hemp-based products in the United States, Canada and Mexico using the Company's Patented and Patent Pending Technologies. During the next 12 months, our cash requirements include expenses to market our technology; expenses to construct and operate a facility to produce and market hemp cigarettes to be located in either San Diego, California or Northern Nevada; the payment of our SEC reporting and filing expenses, including associated legal and accounting fees; and costs incident to maintaining our good standing as a corporation in our state of organization. We anticipate that we will need to raise additional equity funds to successfully commence and operate a facility to produce and market hemp cigarettes. We have no commitments to raise any additional funds at the present time, and we can offer no assurance that we will be able to raise additional funds on terms acceptable to the Company.

Liquidity and Capital Resources

As of December 31, 2022, we had total current assets of $24,116 consisting of $12,258 in cash, $1,457 of prepaid rent and $10,401 in deposits. We had $611,785 in total liabilities as of December 31, 2022. Our total current liabilities of $561,785 consisted of current portion of notes payable $385,500, notes payable-related party of $13,306, convertible note payable of $33,239 net of debt discount from warrants, accounts payable and accrued expenses of $120,777 and accounts payable and accrued expenses-Related party of $8,963. See our Plan of Operation above for information about our cash requirements for the next 12 months.

The Company also has $77,386 in property, plant and equipment, net, and $50,000 in long-term liabilities which are in convertible notes payable.





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For a description of the various loans that the Company received during the year ended December 31, 2022, and subsequent to December 31, 2022, see footnotes 5, 6 and 10 to the Company's financial statements included herein. The Company intends to repay these loans from selling the Company's hemp farming equipment and from raising additional capital. The Company can offer no assurance that it will be successful in its efforts to raise additional capital.

See the Exhibit Index below for copies of the various promissory notes and/or amendments. The Company may seek additional loans from third parties on the same or similar terms in the near future on an as needed basis, but the Company can offer no assurance that additional funds will be available to the Company.





Results of Operations

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

We had no revenues during the year ended December 31, 2022. We hope to start earning revenues during the present fiscal year ending December 31, 2023.

We incurred general and administrative expenses of $181,971 for the year ended December 31, 2022, a decrease of $38,605 from the $220,576 of general and administrative expenses incurred during the year ended December 31, 2021. We incurred depreciation of $56,393 in the year ended December 31, 2022 which is an increase of $21,043 over the $35,350 incurred in the year ended December 31, 2021.

We incurred interest expense of $66,473 in the year ended December 31, 2022, an increase of $8,114 from the $58,359 of interest expense incurred in the year ended December 31, 2021. The increase is due to the increase in aggregate principal balance of the Convertible notes payable in the later period from increased borrowings, and increases in interest rates in some of the Notes Payable in the later period. We also incurred interest expense - related party of $1,597 in the year ended December 31, 2022, a decrease of $555 from the $2,152 of interest expense - related party incurred in the year ended December 31, 2021. The decrease is due to the Company's repayment of $10,000 of principal balance of the Notes Payable-Related Party in a prior period. We incurred an expense of $17,518 due to the amortization of debt discount in the year ended December 31, 2022 which was an increase of $17,518 over the year ended December 31, 2021.

We incurred a net loss of $323,952, or approximately $0.01 per share, in the year ended December 31, 2022, which is $10,003 less than the net loss of $316,437 incurred in the year ended December 31, 2021. The increase in the net loss incurred in the later period is largely attributable to the amortization of debt discount incurred in the later period.





Capital Resources

The cash flows from operating activities during the year ended December 31, 2022 consisted of the following: The net loss of $323,952 partially offset by $56,393 in depreciation, $17,518 in amortization of debt, a $37,932 increase in accounts payable and accrued expenses, and an increase of $1,597 in accounts payable and accrued expenses - Related party, and a $9,147 increase in deposits, resulting in net cash used in operating activities of $219,659.

The cash flows from operating activities during the prior year ended December 31, 2021 consisted of the following: The net loss of $316,437 partially offset by $35,350 in depreciation, a decrease of $5,348 accounts payable and accrued expenses - Related Party, an increase of $30,127 in accounts payable and accrued expenses and an increase of $1,254 in deposits, resulting in net cash used in operating activities of $176,519.

The cash flows from financing activities during the year ended December 31, 2022 consisted of the following: We received proceeds from exercise of warrants of $25,000, proceeds from the sale of common stock of $85,000, proceeds from convertible notes payable of $100,000, and proceeds from notes payable in the amount of $10,000 resulting in net cash provided by financing activities of $220,000.

The cash flows from financing activities during the year ended December 31, 2021 consisted of the following: We received cash proceeds from the sale of common stock of $150,000, proceeds from notes payable of $50,000, proceeds from convertible notes payable of $50,000, proceeds from exercise of warrants of $100 and the repayment of notes payable - related party of $10,000 resulting in net cash provided by financing activities of $190,100.





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The Company invested $43,435 in furniture, fixtures and equipment for its facility located at 229 E, 5th street in Reno, Nevada during the year ended December 31, 2022. The Company does not expect to have any further investments for this property in the future. There was no such investment in the year ended December 31, 2021.





Going Concern

The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has sustained operating losses during the current year-to-date and may not achieve the level of profitable operations to sustain its activities. These factors raise substantial doubt as to its ability to obtain debt and/or equity financing and achieve profitable operations.

Management intends to raise additional operating funds to fund operations for the next 12 months through proceeds to be received from the planned sale of our hemp farming equipment, and through raising funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. Ultimately, the Company will need to achieve profitable operations in order to continue as a going concern.

There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company it may be required to curtail its operations.

Emerging Growth Company Critical Accounting Policy Disclosure

The Company qualifies as an "emerging growth company" under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging grown company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company may elect to take advantage of the benefits of this extended transition period in the future.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements of any kind for the year ended December 31, 2022.

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