UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

~~[x]~~

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

For the quarterly period ended ~~September~~June 30, ~~2017~~2022

~~[ ]~~☐ 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: 333-208293

~~CANBIOLA. INC.~~Can B Corp.

(Exact name of ~~Registrant~~registrant as specified in its charter)

Florida

20-3624118

~~Florida~~

~~20-3624118~~

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

960 South Broadway, Suite 120

Hicksville, NY11801

~~(Address~~(Address of principal executive offices)

~~(516) 590-1846~~516-595-9544

(Registrant’s telephone number, including area code)

~~(Former~~Canbiola, Inc.

(Former name, former address and former fiscal, if changed since last report)

Securities Registered Pursuant to Section 12(b) of the Act:

Tile of each class		Trading Symbol(s)		Name of each exchange on which registered
None		CANB		N/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 ~~[x]~~ ☒ No ~~[ ]~~☐

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an 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 filer	~~[ ]~~ ☐	Accelerated filer	~~[ ]~~ ☐
Non-accelerated filer	~~[ ]~~ ☒	Smaller reporting company	~~[x]~~ ☒
Emerging Growth Company	~~[x]~~ ☐
(Do not check if smaller reporting 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 Exchange Act). ~~[ ]~~☐ Yes~~[x]~~ ☒ No

The number of shares of the registrant’s only class of common stock issued and outstanding as of ~~November 16, 2017 was 173,822,323 shares.~~August 21, 2022 is 3,500,224.

~~CANBIOLA, INC.~~Can B Corp.

FORM 10-Q

~~September~~June 30, ~~2017~~2022

TABLE OF CONTENTS

		Page
		~~Page~~ No.
	PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets – ~~September~~June 30, ~~2017~~2022 and December 31, ~~2016~~ 2021	3
	Consolidated Statements of Operations – Three and ~~Nine~~six Months Ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~ 2021	4
	Consolidated Statement of Stockholders’ Equity - Three and six months ended June 30, 2022 and 2021	5
	Consolidated Statements of Cash Flows – ~~Three and Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~ 2021	6
	Condensed Notes to Unaudited Consolidated Financial Statements.	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	18
Item 3. 3	Quantitative and Qualitative Disclosures About Market Risk.	19
Item 4. 4	Controls and Procedures.	19
	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	20
Item ~~1A.~~ A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	21

PART 1 -– FINANCIAL INFORMATION

Item 1. Financial ~~Statements.~~Statements

Canbiola, Inc. and Subsidiary
Consolidated Balance Sheets

September 30,

December 31,

2017

2016

(Unaudited)

Assets

Current assets:

   Cash and cash equivalents

$
4,225

$
30,193
   Accounts receivable, less allowance for doubtful
      accounts of $0 and $0, respectively

22,030

13,742
   Inventory

12,417

-
   Prepaid expenses

62,134

2,500
   Total current assets

100,806

46,435

Property and equipment, at cost less accumulated

   depreciation of $19,442 and $17,021, respectively

11,954

14,375

Other assets:

   Security deposit

11,687

11,687
   Note receivable

39,000

39,000
   Intangible assets, net of accumulated

      amortization of $37,926 and $34,947, respectively

22,502

25,481
   Total other assets

73,189

76,168

Total assets

$
185,949

$
136,978

Liabilities and Stockholders' Equity

Current liabilities:

   Notes and loans payable

$
162,604

$
58,315
   Derivative Liability

279,928

352,688
   Accounts payable

135,683

54,714
   Accrued officers compensation

188,750

134,750
   Other accrued expenses payable

65,691

51,099
   Total current liabilities and total liabilities

832,656

651,566
Commitments and contingencies (Notes 7 and 12)

Stockholders' equity (deficit):

   Preferred stock, no par value; authorized 5,000,000 shares:
      Series A Preferred stock, no par value:

         authorized 20 shares, issued and outstanding

         10 and 10 shares, respectively

103,664

103,664
   Common stock, no par value; authorized

      750,000,000 shares, issued and outstanding

      171,072,323 and 146,008,250 shares, respectively

12,223,631

11,889,505
   Accumulated deficit

(12,974,002)

(12,507,757)
   Total stockholders' equity (deficit)

(646,707)

(514,588)

Total liabilities and stockholders' equity (deficit)

$
185,949

$
136,978
See notes to consolidated financial statements.

Can B̅ Corp. and Subsidiaries

Consolidated Balance Sheets


	(Unaudited)
	June 30,			December 31,
	2022			2021
Assets
Current assets:
Cash and cash equivalents	$	124,058		$	449,001
Accounts receivable, less allowance for doubtful accounts of $547,241		4,954,293			3,646,677
Inventory		3,162,074			2,553,438
Note receivable		-			2,898
Prepaid expenses		4,451			1,625
Total current assets		8,244,876			6,653,639

Property and equipment, net		6,434,380			7,052,926

Other assets:
Deposits		165,787			165,787
Intangible assets, net		365,606			369,015
Operating lease right-of-use-asset, net		1,810,796			2,220,134
Other noncurrent assets		13,139			13,139
Total other assets		2,355,328			2,768,075

Total assets	$	17,034,584		$	16,474,640

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	2,730,495		$	1,163,284
Accrued expenses		157,681			2,407,528
Due to related party		245,434			218,273
Notes and loans payable, net		6,314,585			4,865,749
Warrant liabilities		172,269			-
Operating lease liability - current		830,285			808,223
Total current liabilities		10,450,749			9,463,057

Long-term liabilities:
Operating lease liability - noncurrent		944,182			1,392,068
Total long-term liabilities		944,182			1,392,068

Total liabilities	$	11,394,931		$	10,855,125

Commitments and contingencies (Note 14)		-

Stockholders’ equity:
Preferred stock, authorized 5,000,000 shares:
Series A Preferred stock, 0 par value: 20 shares authorized, 5 shares and 20 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively		5,320,000			28,440,000
Series B Preferred stock, $0.001 par value: 500,000 shares authorized, 0 issued and outstanding		-			-
Series C Preferred stock, $0.001 par value: 2,000 shares authorized, 23 issued and outstanding		207,000			207,000
Series D Preferred stock, $0.001 par value: 4,000 shares authorized, 1,950 issued and outstanding		2			2
Preferred Stock Value
Common stock, 0 par value; 1,500,000,000 shares authorized, 3,445,749 and 2,834,755 issued and outstanding at June 30, 2022 and December 31, 2021, respectively		77,256,363			49,676,847
Common stock issuable, 0 par value; 21,547 and 0 shares at June 30, 2022 and December 31, 2021, respectively		119,586			-
Treasury stock		(572,678	)		(572,678	)
Additional paid-in capital		6,206,822			5,635,003
Accumulated deficit		(82,897,442	)		(77,766,659	)
Total stockholders’ equity		5,639,653			5,619,515

Total liabilities and stockholders’ equity	$	17,034,584		$	16,474,640

See notes to consolidated financial statements

Can B̅ Corp. and Subsidiaries

Canbiola, Inc. and Subsidiary
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)

Nine Months Ended September 30,

Three Months Ended September 30,

2017

2016

2017

2016
Revenues

   Service Revenue

$
43,507

$
71,990

$
1,800

$
24,327
   Product Sales

22,433

-

20,298

-
Total Revenues

$
65,940

$
71,990

$
22,098

$
24,327

Operating cost and expenses:

   Cost of product sales

11,698

-

10,559

-
   Officers and directors compensation and payroll taxes (including

      stock - based compensation of $0, $0, $0 and $0 respectively

58,209

159,463

19,377

38,897
   Consulting fees (including stock-based compensation of $113,438

       $30,000, $76,209 and $0 respectively)

182,491

98,473

110,709

4,104
   Advertising expense

35,312

10,301

13,802

5,551
   Hosting expense

17,619

20,465

2,932

8,325
   Rent expense

48,795

48,795

16,265

16,265
   Professional fees

70,706

36,787

7,970

20,050
   Depreciation of property and equipment

2,421

2,459

807

806
   Amortization of intangible assets

2,979

2,980

993

993
   Other

81,161

34,911

20,642

13,464

   Total operating expenses

511,391

414,634

204,056

108,455

Loss from operations

(445,451)

(342,644)

(181,958)

(84,128)

Other income (expense):

   Interest income

879

877

293

292
   Loss on debt conversion

(32,383)

-

(32,383)

-
   Income (expense) from derivative liability

252,010

-

305,665

-
   Interest expense (including amortization of debt discounts of $219,288, $0,
       $66,183 and $0 respectively)

(241,300)

(375)

(73,514)

(125)

Consolidated Statement of Operations


	Three Months Ended						Six Months Ended
	June 30,						June 31,
	2022			2021			2022			2021
Revenues
Product sales	$	915,261		$	362,101		$	2,225,657		$	605,796
Service revenue		355,741			39,665			905,665			102,910
Total revenues		1,271,002			401,766			3,131,322			708,706
Cost of revenues		1,030,817			258,612			2,221,147			335,407
Gross profit		240,185			143,154			910,175			373,299

Operating expenses		1,798,794			2,728,998			5,660,791			4,751,677

Loss from operations		(1,558,609	)		(2,585,844	)		(4,750,616	)		(4,378,378	)

Other income (expense):
Other income		-			-			-			3,582
Change in fair value of warrant liability		84,751			-			114,088			-
Gain on debt extinguishment		-			196,889			-			196,889
Interest expense		(171,173	)		(348,008	)		(493,401	)		(740,795	)
Other expense		(855	)		(1,982	)		(854	)		-
Other income (expense)		(87,277	)		(153,101	)		(380,167	)		(540,324	)

Loss before provision for income taxes		(1,645,886	)		(2,738,945	)		(5,130,783	)		(4,918,702	)

Provision for income taxes		-			1,044			-			1,169

Net loss	$	(1,645,886	)	$	(2,739,989	)	$	(5,130,783	)	$	(4,919,871	)

Loss per share - basic and diluted	$	(0.49	)	$	(1.76	)	$	(1.57	)	$	(3.90	)
Weighted average shares outstanding - basic and diluted		3,370,110			1,559,196			3,262,791			1,262,398

See notes to consolidated financial statements

   Other income (expense) – net

(20,794)

(502)

200,061

167

Income (loss) before provision for income taxes

(466,245)

(342,142)

18,103

(83,961)

Provision for income taxes

-

-

-

-

Net income (loss) and comprehensive income (loss)

$
(466,245)

$
(342,142)

$
18,103

$
(83,961)

Net income (loss) per common share – basic and diluted

   Basic

$
(0.00)

$
(0.00)

$
0.00

$
(0.00)
   Diluted

$
(0.00)

$
(0.00)

$
0.00

$
(0.00)

Weighted average common shares outstanding –

   Basic

156,928,795

146,009,710

164,000,506

146,012,598
   Diluted

273,703,025

146,009,710

289,732,512

146,012,598

See notes to consolidated financial statements.

Can B̅ Corp. and Subsidiaries

Consolidated Statement of Stockholders’ Equity


Three Months Ended June 30, 2022 and 2021

	Series A				Series B				Series C				Series D								Common							Additional
	Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock				Common Stock				Stock		Treasury Stock					Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Issuable		Shares		Amount			Capital		Deficit			Total
Three months ended June 30, 2022

Balance, April 1, 2022		5	$	5,320,000		-	$	-		23	$	207,000		1,950	$	2		3,264,566	$	76,219,018	$	119,586		36,248	$	(572,678	)	$	6,206,822	$	(81,251,556	)	$	6,248,194

Issuance of common stock for services rendered		-		-		-		-		-		-		-		-		181,183		1,037,345				-		-			-		-			1,037,345

Net loss		-		-		-		-		-		-		-		-		-		-		-		-		-			-		(1,645,886	)		(1,645,886	)

Balance, June 30, 2022		5	$	5,320,000		0	$	-		23	$	207,000		1,950	$	2		3,445,749	$	77,256,363	$	119,586		36,248	$	(572,678	)	$	6,206,822	$	(82,897,442	)	$	5,639,653

Three months ended June 30, 2021

Balance, April 1, 2021		20	$	28,440,000		-	$	-		473	$	4,257,000		1,950	$	2		1,111,177	$	35,831,826	$	-		36,248	$	(572,678	)	$	2,724,689	$	(67,777,146	)	$	2,903,693

Issuance of common stock for services rendered		-		-		-		-		-		-		-		-		18,357		350,913		-		-		-			-		-			350,913

Issuance of common stock warrants and commitment shares in connection with convertible promissory note		-		-		-		-		-		-		-		-		-		-		-		-		-			662,062		-			662,062

Net loss		-		-		-		-		-		-		-		-		-		-		-		-		-			-		(2,739,989	)		(2,739,989	)

Balance, June 30, 2021		20	$	28,440,000		-	$	-		473	$	4,257,000		1,950	$	2		1,129,534	$	36,182,739	$	-		36,248	$	(572,678	)	$	3,386,751	$	(70,517,135	)	$	1,176,679

Six Months Ended June 30, 2022 and 2021

	Series A						Series B			Series C					Series D								Common						Additional
	Preferred Stock						Preferred Stock			Preferred Stock					Preferred Stock				Common Stock				Stock	Treasury Stock					Paid-in		Accumulated
		Shares			Amount		Shares		Amount	Shares			Amount		Shares		Amount		Shares		Amount		Issuable	Shares		Amount			Capital		Deficit			Total
Six months ended June 30, 2022

Balance, January 1, 2022		20		$	28,440,000		-	$	-	23		$	207,000		1,950	$	2		2,834,755	$	49,676,847	$	-	36,248	$	(572,678	)	$	5,635,003	$	(77,766,659	)	$	5,619,515

Conversion of Series A Preferred stock to Common stock		(15	)		(23,120,000	)	-		-	-			-		-		-		33,345		23,120,000		-	-		-			-		-			-

Sale of common stock		-			-		-		-	-			-		-		-		51,282		500,000		-	-		-			-		-			500,000

Issuance of common stock in lieu of note interest repayments		-			-		-		-	-			-		-		-		10,150		73,078		-	-		-			-		-			73,078

Issuance of common stock for services rendered		-			-		-		-	-			-		-		-		312,008		2,020,274		119,586	-		-			-		-			2,139,860

Issuance of common stock for equipment		-			-		-		-	-			-		-		-		13,704		98,666		-	-		-			-		-			98,666

Issuance of common stock for asset acquisition		-			-		-		-	-			-		-		-		190,505		1,767,498		-	-		-			-		-			1,767,498

Stock-based compensation		-			-		-		-	-			-		-		-		-		-		-	-		-			571,819		-			571,819

Net loss		-			-		-		-	-			-		-		-		-		-		-	-		-			-		(5,130,783	)		(5,130,783	)

Balance, June 30, 2022		5		$	5,320,000		0	$	-	23		$	207,000		1,950	$	2		3,445,749	$	77,256,363	$	119,586	36,248	$	(572,678	)	$	6,206,822	$	(82,897,442	)	$	5,639,653

Six months ended June 30, 2021

Balance, January 1, 2021		20		$	28,440,000		-	$	-	623		$	5,607,000		-	$	-		369,639	$	30,874,270	$	-	36,248	$	(572,678	)	$	2,724,689	$	(65,597,264	)	$	1,476,017

Issuance of preferred stock		-			-		-		-	-			-		1,950		2		-		-		-	-		-			-		-			2

Conversion of Series C Preferred stock to common stock		-			-		-		-	(150	)		(1,350,000	)	-		-		250,000		1,350,000		-	-		-			-		-			-

Sale of common stock		-			-		-		-	-			-		-		-		382,133		2,866,000		-	-		-			-		-			2,866,000

Issuance of common stock in lieu of note repayments		-			-		-		-	-			-		-		-	��	77,017		537,748		-	-		-			-		-			537,748

Issuance of common stock for services rendered		-			-		-		-	-			-		-		-		27,074		417,048		-	-		-			-		-			417,048

Issuance of common stock for asset acquisition		-			-		-		-	-			-		-		-		23,670		137,673		-	-		-			-		-			137,673

Issuance of common stock warrants and commitment shares in connection with convertible promissory note		-			-		-		-	-			-		-		-		-		-		-	-		-			662,062		-			662,062

Net loss		-			-		-		-	-			-		-		-		-		-		-	-		-			-		(4,919,871	)		(4,919,871	)

Balance, June 30, 2021		20		$	28,440,000		-	$	-	473		$	4,257,000		1,950	$	2		1,129,534	$	36,182,739	$	-	36,248	$	(572,678	)	$	3,386,751	$	(70,517,135	)	$	1,176,679

See notes to consolidated financial statements

Canbiola, Inc. and Subsidiary
Consolidated Statements of Cash Flows
(Unaudited)

Nine Months Ended September 30,

2017

2016
Operating Activities:

Net income (loss)

$
(466,245)

$
(342,142)
   Adjustments to reconcile net income (loss) to net

      cash used in operating activities:

      Stock-based compensation, net of prepaid stock based
         consulting fees

113,438

30,000
      Loss on debt conversion

32,383

-
      Expense (income) from derivative liability

(252,010)

-
      Depreciation of property and equipment

2,421

2,460
      Amortization of intangible assets

2,979

2,980
      Amortization of debt discounts

219,288

-
   Changes in operating assets and liabilities:

      Accounts receivable

(8,288)

(2,981)
      Inventory

(12,417)

-
      Prepaid expenses

2,500

9,671
      Accounts payable

80,973

66,819
      Accrued officers compensation

54,000

116,750
      Other accrued expenses payable

25,760

12,612

   Net cash used in operating activities

(205,218)

(103,831)

Investing Activities:

   Net cash used in investing activities

-

-

Financing Activities:

   Proceeds received from notes and loans payable

179,250

86,933

   Net cash provided by financing activities

179,250

86,933

Increase (decrease) in cash and cash equivalents

(25,968)

(16,898)

Cash and cash equivalents, beginning of period

30,193

18,373

Cash and cash equivalents, end of period

$
4,225

$
1,475

SUPPLEMENTAL CASH FLOW INFORMATION:

    Income taxes paid

$
-

$
-
Interest paid

$
-

$
-

NON-CASH INVESTING AND FINANCING ACTIVITIES:

    Issuance of common stock in satisfaction of debt

$
115,000

$
-

    Issuance of common stock in satisfaction of accrued interest

$
11,168

$
-

    Issuance of common stock in satisfaction of accounts payable

$
-

$
47,174
See notes to consolidated financial statements.

Can B̅ Corp. and Subsidiaries

Consolidated Statement of Cash Flows


	Six Months Ended
	June 30,
	2022			2021
Operating activities:
Net loss	$	(5,130,783	)	$	(4,919,871	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		571,819			-
Depreciation		715,038			72,342
Amortization of intangible assets		20,906			103,480
Amortization of original-issue-discounts		224,276			697,594
Bad debt expense		2,898			47,452
Change in fair value of warrant liability		(114,088	)		-
Gain on debt extinguishment		-			(196,889	)
Stock-based interest expense		73,078			-
Stock-based consulting expense		2,139,860			417,048
Changes in operating assets and liabilities:
Accounts receivable		(1,307,616	)		(204,274	)
Inventory		(608,636	)		24,711
Prepaid expenses		(652	)		159,328
Deposits		-			(2,000	)
Other noncurrent assets		-			7,347
Operating lease right-of-use asset		(16,486	)		(573	)
Accounts payable		1,573,418			649,552
Accrued expenses		(499,847	)		(42,885	)
Net cash used in operating activities		(2,356,815	)		(3,187,638	)

Investing activities:
Purchase of property and equipment		-			(166,476	)
Purchase of intangible assets		-			(177,530	)
Net cash used in investing activities		-			(344,006	)

Financing activities:
Net proceeds received from notes and loans payable		1,859,450			1,525,000
Proceeds from issuance of Series D Preferred Stock		-			2
Proceeds from sale of common stock		500,000			2,866,000
Repayments of notes and loans payable		(277,037	)		(224,000	)
Deferred financing costs		(77,702	)		-
Amounts received from related parties, net		27,161			-
Net cash provided by financing activities		2,031,872			4,167,002

Decrease in cash and cash equivalents		(324,943	)		635,358
Cash and cash equivalents, beginning of period		449,001			457,798
Cash and cash equivalents, end of period	$	124,058		$	1,093,156

Supplemental Cash Flow Information:
Income taxes paid	$	-		$	1,169
Interest paid	$	62,100		$	4,000
Non-cash Investing and Financing Activities:
Issuance of common stock in lieu of repayment of notes payable	$	-		$	537,748
Issuance of common stock in asset acquisitions	$	1,767,498		$	137,673
Debt discount associated with warrant liability	$	286,357		$	-
Issuance of common stock warrants and commitment shares in connection with convertible promissory note	$	-		$	662,062

See notes to consolidated financial statements

Can B̅ Corp. and Subsidiaries

~~Canbiola, Inc. and Subsidiary~~

Notes to Consolidated Financial Statements

~~Three Months Ended September~~June 30, ~~2017 and 2016~~2022

~~(Unaudited)~~

~~NOTE~~Note 1 – Organization and Description of Business

~~Canbiola, Inc.~~Can B̅ Corp. was originally incorporated as WrapMail, Inc. (“WRAP”) in Florida on October 11, 2005. ~~Effective January 5, 2015, WRAP acquired 100% ownership of Prosperity Systems, Inc. (“Prosperity”), a New York corporation incorporated on April 2, 2008.~~ On May 15, 2017, WRAP changed its name to Canbiola, Inc. On January 16, 2020 Canbiola, Inc. changed its name to Can B̅ Corp. (the “Company”, “we”, “us”, “our”, “CANB”, “Can B̅” or ~~“CANB” or “Canbiola”~~“Registrant”).

The Company ~~operates~~acquired 100% of the membership interests in Pure Health Products, LLC, a New York limited liability company (“PHP” or “Pure Health Products”) effective December 28, 2018. The Company runs it manufacturing operations through PHP and holds and sells several ~~divisions, including document management~~of its brands through PHP as well. The Company’s durable equipment products, such as sam® units with and ~~email marketing platforms~~without CBD infused pads, are marketed and sold through its wholly-owned subsidiaries, Duramed Inc. (incorporated on November 29, 2018) and Duramed MI LLC (fka DuramedNJ, LLC) (incorporated on May 29, 2019) (collectively, “Duramed”). Duramed began operating on or about February 1, 2019. Most of the Company’s consumer products include hemp derived cannabidiol (“CBD”); however, the Company has just recently begun extracting cannabinol (“CBN”) and cannabigerol (“CBG”) for wholesale to third-parties looking to incorporate such compounds into their products through its wholly owned subsidiaries, Botanical Biotech, LLC (incorporated March 10, 2021), TN Botanicals, LLC and CO Botanicals LLC (both incorporated in August 2021). These three subsidiaries have also begun synthesizing Delta-8 and Delta-10 from hemp. Delta-8 and Delta-10 can produce similar, though less potent, effects as delta-9 (commonly referred to as THC); however, the legality of hemp derived Delta-8 and Delta-10 are in a ~~division specializing~~gray area and considered a potential loophole at this point due to the 2018 hemp bill. The Company’s other subsidiaries did not have operations during the year ended December 31, 2021.

The Company is in the business of promoting health and wellness through its development, manufacture and sale of products containing ~~CBD. The Company used to operate its document~~cannabinoids derived from hemp biomass and ~~information platform from its wholly owned subsidiary, Prosperity Systems, Inc (“Prosperity”); however, after~~ the ~~acquisition~~licensing of Prosperity, the Company transferred Prosperity’s operations to WRAP and is presently in the process of dissolving Prosperity. For the periods presented, the assets, liabilities, revenues, and expenses are those of CANB. Prosperity had no activity for the periods presented. Effective December 27, 2010, WRAP effected a 10 for 1 forward stock split of its common stock. Effective June 4, 2013, WRAP effected a 1 for 10 reverse stock split of its common stock. The accompanying consolidated financial statements retroactively reflect these stock splits.

~~Canbiola, Inc. is a US Company specializing in the sale of a variety of Cannabidiol (Hemp) based~~durable medical devises. Can B̅’s products ~~such as~~include oils, creams, moisturizers, ~~chews, vapes,~~ isolate, gel caps, ~~concentrate~~spa products, and ~~water. Canbiola is developing their~~concentrates and lifestyle products. Can B̅ develops its own line of proprietary products as well ~~as seeking~~seeks synergistic value through acquisitions in the ~~Hemp Industry. Canbiola~~hemp industry. Can B̅ aims to be the premier provider of the highest quality ~~Hemp natural~~hemp derived products on the market through sourcing the ~~very~~ best raw material and ~~developing~~offering a variety of products we believe will improve ~~people's~~people’s lives in a variety of areas.

~~NOTE~~Note 2 – ~~Going Concern Uncertainty~~Liquidity

The consolidated financial statements have been prepared on a “going concern” basis, which contemplates the realization of assets and liquidation of liabilities in a normal course of business. As of ~~September~~June 30, ~~2017,~~2022, the Company had cash and cash equivalents of ~~$4,225~~$124,058 and negative working capital of ~~$731,850.~~$2,205,873. For the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016,~~2021, the Company had ~~net~~incurred losses of ~~$466,245~~$5,130,783 and ~~$342,142,~~$4,919,871, respectively. These factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company plans to improve its financial condition by raising capital through ~~sales~~the sale of shares of its common stock. Also, the Company plans to ~~start a health supplements business~~expand its operation of CBD products to ~~attain profitable operations.~~increase its profitability. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

~~NOTE~~

Note 3 – ~~Interim~~Basis of Presentation and Summary of Significant Accounting Policies

Basis of Financial ~~Statements~~Statement Presentation

The accompanying unaudited consolidated financial statements have been prepared byin accordance with accounting principles generally accepted in the ~~Company pursuant to~~United States of America (“GAAP”) for interim financial information, and with the rules and regulations of the Securities and Exchange ~~Commission.~~Commission (“SEC”) regarding interim financial reporting. Accordingly, ~~they may~~these interim consolidated financial statements do not include all of the information and footnotes required by ~~accounting principles generally accepted in the United States~~GAAP for complete financial statements. In the opinion of the management of the Company, as defined below, these unaudited consolidated financial statements include all adjustments necessary to present fairly the information set forth therein. Results for interim periods are not necessarily indicative of results to be expected for a full year.

The consolidated balance sheet information as of December 31, 2021 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (“2021 Form 10-K”). The interim consolidated financial statements contained herein should be read in conjunction with the ~~Company’s latest annual financial statement. In the opinion~~2021 Form 10-K.

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2022

Principles of ~~management, the~~Consolidation

The unaudited consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for a fair presentation. Operating results for the three-month period ended September 30, 2017 may not necessarily be indicative of the results that may be expected for the year ending December 31, 2017.

~~NOTE 4 – Summary of Significant Accounting Policies~~

~~(a) Principles of Consolidation~~

~~The consolidated financial statements~~contained herein include the accounts of ~~CANB~~Can B Corp. and its wholly owned ~~subsidiary Prosperity from the date of its acquisition on January 5, 2015.~~subsidiaries. All significant intercompany balances and transactions have been ~~eliminated~~eliminated.

Covid-19

Commencing in ~~consolidation.~~December 2019, the novel strain of coronavirus (“COVID-19”) began spreading throughout the world, including the first outbreak in the US in February 2020. On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. COVID-19 has disrupted and continues to significantly disrupt local, regional, and global economies and businesses. The COVID-19 outbreak is disrupting supply chains and affecting production and sales across a range of industries. The extent of the impact of COVID-19 on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on the Company’s customers, employees and vendors, all of which are uncertain and cannot be predicted. At this point, the extent to which COVID-19 may impact the Company’s financial condition and/or results of operations is uncertain.

~~(b) Use~~In response to COVID-19, the Company put into place certain restrictions, requirements and guidelines to protect the health of ~~Estimates~~its employees and clients, including requiring that certain conditions be met before employees return to the Company’s offices. Also, to protect the health and safety of its employees, the Company’s daily execution has evolved into a largely virtual model. The Company plans to continue to monitor the current environment and may take further actions that may be required by federal, state or local authorities or that it determines to be in the interests of its employees, customers, and partners.

Management Estimates

The preparation of financial statements and related disclosures in conformity with ~~accounting principles generally accepted in the United States~~GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities atas of the ~~dates~~date of the financial statements and the reported amounts of revenues and expenses ~~during~~in those financial statements. Certain significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, inventory, goodwill, intangible assets and other long-lived assets, income taxes and deferred taxes. Descriptions of these policies are discussed in the ~~reporting periods. Actual~~Company’s 2021 Form 10-K. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and adjusts when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those ~~estimates.~~

~~(c) Fair Value of Financial Instruments~~

~~The Company’s financial instruments consist of cash~~estimates and ~~cash equivalents, accounts receivable, note receivable, notes and loans payable, accounts payable, and accrued expenses payable. Except for~~assumptions. Significant changes, if any, in those estimates resulting from continuing changes in the ~~note receivable, the fair value of these financial instruments approximate their carrying amounts reported~~economic environment will be reflected in the consolidated ~~balance sheets due~~financial statements in future periods.

Significant Accounting Policies

The Company’s significant accounting policies are described in “Note 3: Summary of Significant Accounting Policies” of our 2021 Form 10-K.

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2022

Segment reporting

As of June 30, 2022, the ~~short term maturity of these instruments. Based on comparable instruments with similar terms,~~Company reports operating results and financial data in one operating and reportable segment. The Chief Executive Officer, who is the ~~fair value of~~chief operating decision maker, manages the ~~note receivable approximates its carrying value.~~

~~Pursuant~~Company as a single profit center in order to ~~ASC 820, Fair Value Measurements~~promote collaboration, provide comprehensive service offerings across the entire customer base, and ~~Disclosures, an entity is required~~provide incentives to ~~maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy~~employees based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

~~Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.~~

Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

~~Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement~~success of the ~~fair value~~organization as a whole. Although certain information regarding selected products or services is discussed for purposes of promoting an understanding of the ~~assets or liabilities.~~

~~(d) Cash~~Company’s business, the chief operating decision maker manages the Company and ~~Cash Equivalents~~

~~The Company considers all liquid investments purchased with a maturity of three months or less to be cash equivalents.~~

~~(e) Inventory~~

~~All inventories are finished goods, and stated~~allocates resources at the ~~lower of cost or market. Cost is principally determined using the first-in, first-out (FIFO) method.~~consolidated level.

~~(f) Property and Equipment, Net~~Reclassifications

Property and equipment, net, is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs are charged to operations as incurred.

~~(g) Intangible Assets, Net~~

~~Intangible assets, net, are stated at cost less accumulated amortization. Amortization is calculated using the straight-line method over the estimated economic lives of the respective assets.~~

~~(h) Goodwill and Intangible Assets with Indefinite Lives~~

The Company does not amortize goodwill and intangible assets with indefinite useful lives, but instead tests for impairment at least annually. When conducting the annual impairment test for goodwill, the Company compares the estimated fair value of a reporting unit containing goodwill to its carrying value. If the estimated fair value of the reporting unit is determined to be less than its carrying value, goodwill is reduced and an impairment loss is recorded.

~~(i) Long-lived Assets~~

The Company reviews long-lived assets held and used, intangible assets with finite useful lives and assets held for sale for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows associated with the asset is compared to the asset’s carrying amount to determine if a write-down is required. If the undiscounted cash flows are less than the carrying amount, an impairment loss is recorded to the extent that the carrying amount exceeds the fair value.

~~(j) Revenue Recognition~~

The Company recognizes revenue over agreed periods of services delivered to customers, provided there are no uncertainties regarding customer acceptance, persuasive evidence of an arrangement exists; the sales price is fixed or determinable; and collectability is deemed probable.

~~(k) Stock-Based Compensation~~

Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation” (“ASC718”) and ASC 505-50, Equity – Based Payments to Non-Employees.

In addition to requiring supplemental disclosures, ASC 718 addresses the accounting for share-based payment transactions in which a company receives goods or services in exchange for (a) equity instruments of the company or (b) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. ASC 718 focuses primarily on accounting for transactions in which a company obtains employee services in share-based payment transactions.

In accordance with ASC 505-50, the Company determines the fair value of the stock based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached, or (2) the date at which the counterparty’s performance is complete.

~~Options and warrants~~

The fair value of stock options and warrants is estimated on the measurement date using the Black-Scholes model with the following assumptions, which are determined at the beginning of each year and utilized in all calculations for that year:

~~Risk-Free Interest Rate.~~

~~We utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of our awards.~~

~~Expected Volatility.~~

~~We calculate the expected volatility based on a volatility index of peer companies as we did not have sufficient historical market information to estimate the volatility of our own stock.~~

~~Dividend Yield.~~

~~We have not declared a dividend on its common stock since its inception and have no intentions of declaring a dividend in the foreseeable future and therefore used a dividend yield of zero.~~

~~Expected Term.~~

The expected term of options granted represents the period of time that options are expected to be outstanding. We estimated the expected term of stock options by using the simplified method. For warrants, the expected term represents the actual term of the warrant.

~~Forfeitures.~~

Estimates of option forfeitures are based on our experience. We will adjust our estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of compensation expense to be recognized in future periods.

~~(l) Advertising~~

~~Advertising costs are expensed as incurred and amounted to $35,312 and $10,301 for the nine months ended September 30, 2017 and 2016, respectively.~~

~~(m) Research and Development~~

~~Research and development costs are expensed as incurred.~~

~~(n) Income Taxes~~

Income taxes are accounted for under the assets and liability method. Current income taxes are provided in accordance with the laws of the respective taxing authorities. Deferred income taxes are provided for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized.

The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. The Company believes that it has not taken any uncertain tax positions and thus has not recorded any liability.

~~(o) Net Income (Loss) per Common Share~~

~~Basic net income (loss) per common share is computed on the basis of the weighted average number of common shares outstanding during the period.~~

Diluted net income (loss) per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation. For the three and nine months ended September 30, 2016, the diluted net loss per share calculation excluded the effect of convertible notes payable, Series A preferred stock and stock options outstanding (see Notes 7, 8 and 10).

~~(p) Recent Accounting Pronouncements~~

Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and therefore have not yet been adopted by the Company. These include:

In August 2014, the FASB issued ASU 2014-15 “Disclosure about an Entity’s Ability to Continue as a Going Concern”. The update establishes management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern including related disclosures.

In 2016, the FASB issued ASU 2016-2 (topic 842) which establishes a new lease accounting model for lessees. Under the new guidance, lessees will be required to recognize right of use assets and liabilities for most leases having terms of 12 months or more.

~~The impact on the Company’s financial statements has not yet been determined.~~

~~(q) Reclassifications~~

Certain amounts in the prior ~~period~~year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the ~~Company's~~Company’s previously reported net ~~income.~~loss.

Note 4 – Fair Value Measurements

The carrying value and fair value of the Company’s financial instruments are as follows:

Schedule of Carrying Value and Fair value

June 30, 2022
	Level 1		Level 2		Level 3		Total
Liabilities
Warrant liabilities	$	—	$	—	$	172,269	$	172,269

As of December 31, 2021

Level 1

Level 2

Level 3

Total

Liabilities

Warrant liabilities

—

The fair value of the warrants outstanding was estimated using the Black-Scholes model. The application of the Black-Scholes model requires the use of a number of inputs and significant assumptions including volatility. The following reflects the inputs and assumptions used:

Schedule of Fair Value of the Warrants Outstanding

As of
	June 30, 2022			December 31, 2021
Stock price	$	4.50			N/A
Exercise price	$	6.40			N/A
Remaining term (in years)		0.73			N/A
Volatility		120.00	%		N/A
Risk-free rate		2.80	%		N/A
Expected dividend yield		—	%		—

The warrant liabilities will be remeasured at each reporting period with changes in fair value recorded in other income (expense), net on the consolidated statements of operations. The change in fair value of the warrant liabilities was as follows:

Schedule of Change in Fair Value of the Warrant Liabilities

Warrant liabilities
Estimated fair value at December 31, 2021	$	-
Issuance of warrant liabilities		225,015
Change in fair value		(29,337	)
Estimated fair value at March 31, 2022	$	195,678
Issuance of warrant liabilities		61,342
Change in fair value		(84,751	)
Estimated fair value at June 30, 2022	$	172,269

~~NOTE~~Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2022

Note 5 – Asset Acquisitions

Botanical Biotech Asset Acquisition

On March 11, 2021, Company entered into an Asset Acquisition Agreement, which was fully executed on March 17, 2021, with multiple sellers (each, a “Seller” and, collectively, the “Sellers”), pursuant to which the Sellers agreed to sell certain assets to Company, and to transfer such assets to Botanical Biotech, LLC, a newly-formed, wholly-owned subsidiary of the Company (“Transferee” or “BB”). The assets purchased (“BB Assets”) include certain materials and manufacturing equipment, marketing or promotional designs, brochures, advertisements, concepts, literature, books, media rights, rights against any other person or entity in respect of any of the foregoing and all other promotional properties, in each case primarily used, developed or acquired by the Sellers for use in connection with the ownership and operation of the BB Assets. In exchange for the BB Assets the Company will pay the Seller a maximum of $355,057, payable half in the form of cash or cash equivalent and half in the form of restricted shares of common stock of the Company (the “Shares”) at a price per Share equal to the average closing price of the common stock of the Company during the ten (10) consecutive trading days immediately preceding the closing. The Company has agreed to indemnify the Sellers for certain breaches of covenants, representations and warranties and for claims relating to the BB Assets following closing.

In conjunction with the BB asset acquisition, the Company entered into employment agreements with two sellers.

The Company and BB entered into an employment agreement with Lebsock dated March 11, 2021 (the “Lebsock Agreement”) pursuant to which Lebsock will serve as the President of BB for a term of three (3) years. The term of the Lebsock Agreement will automatically renew for an additional 3-year term unless other terminated by either party.

Lebsock will receive a base salary equal to $120,000 per year, subject to an annual increase of not less than 3% on each anniversary of the Lebsock Agreement during the term. The Company also agreed to issue a stock bonus to Lebsock in accordance with the Company’s Incentive Stock Option Plan (“ISOP”) in an amount of $100,000, and to pay Lebsock a defined percentage of the EBITDA for BB each calendar quarter (“Profit Split”) according to a mutually agreed performance target (“Target”). EBITDA is defined as the earnings before interest, depreciation, taxes, depreciation, and amortization and will be paid as reported by the Company’s accountant and as reviewed by the Company’s auditor. It will be accumulative on a quarter-to-quarter basis, meaning if one quarter has a negative EBITDA, it would be offset against the following quarter’s positive EBITDA distribution. Lebsock has the option to accept the Profit Split in either direct cash payment or Shares, or any combination, at Lebsock’s option. Shares would be valued at the prior 10-day closing price and issued under SEC Rule 144 restriction.

Effective March 16, 2021, BB entered into a Consulting Agreement (the “Schlosser Agreement”) with Schlosser pursuant to which Schlosser has agreed to provide consulting services to BB for a period of 3 months in exchange for compensation equal to $10,000 per month. Schlosser will also be entitled to reimbursement for certain work-related expenses. Pursuant to the Schlosser Agreement, Schlosser also agreed to assign to BB all inventions developed by Schlosser in connection with his services to BB. The Schlosser Agreement also contains certain non-compete and confidentiality provisions. Per the Acquisition Agreement, Schlosser was to receive an employment agreement similar to the Lebsock Agreement; however, BB and Schlosser elected to enter into the Schlosser Agreement instead.

CO Botanicals Asset Acquisition

On August 12, 2021, The Company and CO Botanicals LLC (“COB”), a newly-formed, wholly-owned subsidiary of the Company entered into an Equipment Acquisition Agreement (the “TWS Agreement”) with TWS Pharma, LLC,

(“TWS Pharma”) and L7 TWS Pharma, LLC (“L7 TWS” and, collectively with TWS Pharma, “TWS”). Pursuant to the TWS Agreement, COB agreed to purchase certain equipment and other assets from TWS (the “TWS Assets”) for a total purchase price equal to $5,316,774, with $1,250,000 payable via a 12-month promissory note issued by the Company to TWS Pharma with 6% simple interest and monthly payments of $100,000 due per month (the “TWS Note”), and $4,066,774 payable in shares of the Company’s common stock valued at $0.62 per share (the “TWS Shares”); provided, however, that $1,750,000 of the TWS Shares will be withheld in escrow for a period of ninety (90) days from the closing date, which will be deducted from the purchase price should the Company discover any defects or misrepresentations. The first $500,000 of payments of the TWS Note ~~Receivable~~will be secured by 1,000,000 shares of the Company’s common stock to be held in escrow. During the six months ending June 30, 2022, the $1,750,000 of shares held in escrow were released and issued.

~~At September~~Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, ~~2017~~2022

TN Botanicals Asset Acquisition

On August 13, 2021 the Company and TN Botanicals LLC (“TNB”), a newly-formed, wholly-owned subsidiary of the Company, entered into an Asset Purchase Agreement (the “MCB Agreement”) with Music City Botanicals, LLC, pursuant to which TNB agreed to purchase certain equipment, other assets, and intellectual property from MCB (the “MCB Assets”) for a total purchase price equal to $1,394,324, with $498,259 payable in cash and $896,065 payable in shares of the Company’s common stock valued at $0.62 per share (the “MCB Shares”).

Imbibe Health Solutions Asset Acquisition

On February 22, 2021, Can B̅ Corp. (the “Company”) entered into a material definitive agreement (“Acquisition Agreement”) with Imbibe Health Solutions, LLC, a Delaware limited liability company (“Imbibe”), pursuant to which Imbibe agreed to sell certain of its assets to the Company. The assets to be purchased (“Assets”) include the intellectual property rights and other intangible assets relating to its branded products containing CBD. In exchange for the Assets, the Company has agreed to pay Imbibe $120,000 in the form of shares of common stock of the Company (with standard restricted legend, the “Shares”) at a price per share equal to the average price of the common stock of the Company during the ten (10) consecutive trading days immediately preceding the closing. The transaction finalized and $102,502 worth of shares were issued on November 7, 2021 and the remaining balance of $17,498 of shares were issued during the six months ending June 30, 2022.

Note 6 – Inventories

Inventories consist of:

Schedule of Inventories


	June 30,		December 31,
	2022		2021
Raw materials	$	836,399	$	818,042
Finished goods		2,325,675		1,735,396
Total	$	3,162,074	$	2,553,438

Note 7 – Property and Equipment

Property and equipment consist of:

Summary of Property, Plant and Equipment


	June 30,			December 31,
	2022			2021
Furniture and fixtures	$	21,724		$	21,724
Office equipment		12,378			12,378
Manufacturing equipment		7,117,188			7,018,522
Medical equipment		776,396			776,396
Leasehold improvements		26,902			26,902
Total		7,954,588			7,855,922
Accumulated depreciation		(1,520,208	)		(802,996	)
Net	$	6,434,380		$	7,052,926

Depreciation expense related to property and equipment was $715,038 and $72,342 for the six-month periods ending June 30, 2022 and 2021, respectively.

Note 8 – Intangible Assets

Intangible assets consist of:

Schedule of Intangible Assets


	June 30,			December 31,
	2022			2021
Technology, IP and patents	$	435,500		$	418,003
Total		435,500			418,003
Accumulated amortization		(69,894	)		(48,988	)
Intangible assets, net	$	365,606		$	369,015

Amortization expense was $20,906 and $103,480 for the six months ended June 30, 2022 and 2021, respectively.

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2022

Amortization expense for the balance of 2022, and for each of the next five years and thereafter is estimated to be as follows:

Schedule of Estimated Amortization Expenses


Six months ended December 31, 2022	$	21,760
Fiscal year 2023		43,520
Fiscal year 2024		43,520
Fiscal year 2025		43,520
Fiscal year 2026		43,520
Thereafter		169,766
Intangible assets, net	$	365,606

Note 9 – Notes and Loans Payable

Convertible Promissory Notes

In December 2020, the Company entered into a convertible promissory note (“ASOP Note I”) with Arena Special Opportunities Partners I, LP (“ASOP”). The principal balance of the note is $2,675,239 and it is to be utilized for working capital purposes. The note matures on January 31, ~~2016,~~2022 and all principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum. The conversion options contained in the ~~$39,000~~convertible promissory note ~~receivable bears~~were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the ASOP convertible promissory note was issued with 3,426,280 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 3,426,280 shares of the Company’s common stock at an exercise price of $0.45 per share. The common stock purchase warrants issued to ASOP are considered derivatives, but satisfied the criteria for classification as equity instruments, and were bifurcated from the host contract - convertible promissory note and recorded in equity at their relative fair values with a corresponding debt discount recorded to ASOP Note I. The principal balance outstanding at June 30, 2022 was $2,400,997.

In December 2020, the Company entered into a convertible promissory note (“ASOF Note I”) with Arena Special Opportunities Fund, LP (“ASOF”). The principal balance of the note is $102,539 and it is to be utilized for working capital purposes. The note matures on January 31, 2022 and all principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the ASOF convertible promissory note was issued with 131,325 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 131,325 shares of the Company’s common stock at an exercise price of $0.45 per share. The common stock purchase warrants issued to ASOF are considered derivatives, but satisfied the criteria for classification as equity instruments, and were bifurcated from the host contract - convertible promissory note and recorded in equity at their relative fair values with a corresponding debt discount recorded to ASOF Note I. The principal balance outstanding at June 30, 2022 was $87,773.

In May 2021, the Company entered into a convertible promissory note (“ASOP Note II”) with Arena Special Opportunities Partners I, LP. The principal balance of the note is $1,193,135 and it is to be utilized for working capital purposes. The note matures on January 31, 2022 and all principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the ASOP convertible promissory note was issued with 1,529,670 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 1,529,670 shares of the Company’s common stock at an exercise price of $0.45 per share. The common stock purchase warrants issued to ASOP are considered derivatives, but satisfied the criteria for classification as equity instruments, and were bifurcated from the host contract - convertible promissory note and recorded in equity at their relative fair values with a corresponding debt discount recorded to ASOP Note II. The principal balance outstanding at June 30, 2022 was $1,073,250.

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2022

In May 2021, the Company entered into a convertible promissory note (“ASOF Note II”) with Arena Special Opportunities Fund, LP. The principal balance of the note is $306,865 and it is to be utilized for working capital purposes. The note matures on January 31, 2022 and all principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the ASOP convertible promissory note was issued with 393,417 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 393,417 shares of the Company’s common stock at an exercise price of $0.45 per share. The common stock purchase warrants issued to ASOF are considered derivatives, but satisfied the criteria for classification as equity instruments, and were bifurcated from the host contract - convertible promissory note and recorded in equity at their relative fair values with a corresponding debt discount recorded to ASOF Note II. The principal balance outstanding at June 30, 2022 was $276,750.

The maturity dates for the above notes were extended to April 30, 2022 on April 14, 2022 in exchange for the Company’s promise to pay the holders $300,000. The holders agreed to allow the Company to extend the notes for two additional 30-day periods for $100,000 per extension. The holders also waived certain defaults under the notes. The Company has since elected to extend the maturity date to May 31, 2022 for the promise to pay an additional $100,000. The Company is currently in discussions regarding the further extension of the notes.

In February 2022, the Company entered into a convertible promissory note (“Tysadco Note”) with Tysadco Partners, LLC (“Tysadco”). The principal balance of the note is $450,000 and it is to be utilized for working capital purposes. The note matures on July 25, 2022 and all principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated. The principal balance outstanding at June 30, 2022 was $450,000. This note has been extended an additional 6 months by mutual consent for the additional consideration of issuance of twenty thousand shares of common stock.

In June 2022, the Company entered into a convertible promissory note (“Tysadco Note”) with Tysadco Partners, LLC (“Tysadco”). The principal balance of the note is $75,000 and it is to be utilized for working capital purposes. The note matures on December 7, 2022, and all principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated. The principal balance outstanding at June 30, 2022 was $75,000.

In March 2022, the Company entered into a convertible promissory note (“BL Note”) with Blue Lake Partners, LLC (“BL”). The principal balance of the note is $250,000 and it is to be utilized for working capital purposes. The note matures on March 22, 2023 and all principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the BL Note was issued with 39,062 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 39,062 shares of the Company’s common stock at an exercise price of $6.40 per share. The common stock purchase warrants issued to BL are considered derivatives and did not satisfy the criteria for classification as equity instruments and were bifurcated from the host contract - convertible promissory note and recorded as a liability at fair value with a corresponding debt discount recorded to the BL Note with subsequent changes in fair values recognized in the consolidated statement of operations at each reporting date. Aggregate amortization of the original issue discount for the six months ended, 2022 and 2021 was approximately $25,500 and $0, respectively. The principal balance outstanding at June 30, 2022 was $250,000.

In March 2022, the Company entered into a convertible promissory note (“MH Note”) with Mast Hill Fund, LP (“MH”). The principal balance of the note is $350,000 and it is to be utilized for working capital purposes. The note matures on March 22, 2023 and all principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the MH Note was issued with 39,062 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 39,062 shares of the Company’s common stock at an exercise price of $6.40 per share. The common stock purchase warrants issued to MH are considered derivatives and did not satisfy the criteria for classification as equity instruments and were bifurcated from the host contract - convertible promissory note and recorded as a liability at fair value with a corresponding debt discount recorded to the MH Note with subsequent changes in fair values recognized in the consolidated statement of operations at each reporting date. Aggregate amortization of the original issue discount for the six months ended June 30, 2022 and 2021 was approximately $33,800 and $0, respectively. The principal balance outstanding at June 30, 2022 was $350,000.

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2022

In April 2022, the Company entered into a convertible promissory note (“FM Note”) with Fourth Man, LLC (“FM”). The principal balance of the note is $150,000 and it is to be utilized for working capital purposes. The note matures on April 22, 2023 and all principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered derivatives and therefore have been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the FM Note was issued with 23,437 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 23,437 shares of the Company’s common stock at an exercise price of $6.40 per share. The common stock purchase warrants issued to FM are considered derivatives and did not satisfy the criteria for classification as equity instruments and were bifurcated from the host contract - convertible promissory note and recorded as a liability at fair value with a corresponding debt discount recorded to the FM Note with subsequent changes in fair values recognized in the consolidated statement of operations at each reporting date. Aggregate amortization of the original issue discount for the period ended June 30, 2022 and 2021 was approximately $10,700 and $0, respectively. The principal balance outstanding at June 30, 2022 was $150,000.

In June 2022, the Company entered into a convertible promissory note (“Alumni Note”) with Alumni Capital, LP (“Alumni”). The principal balance of the note is $62,500 and it is to be utilized for working capital purposes. The note matures on June 6, 2023 and all principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered derivatives and therefore have been recorded in liabilities as part of the convertible promissory note and not bifurcated. In addition, the Alumni Note was issued with 9,766 common stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 9,766 shares of the Company’s common stock at an exercise price of $6.40 per share. The common stock purchase warrants issued to Alumni are considered derivatives and did not satisfy the criteria for classification as equity instruments and were bifurcated from the host contract - convertible promissory note and recorded as a liability at fair value with a corresponding debt discount recorded to the Alumni Note with subsequent changes in fair values recognized in the consolidated statement of operations at each reporting date. Aggregate amortization of the original issue discount for the period ended June 30, 2022 and 2021 was approximately $1,500 and $0, respectively. The principal balance outstanding at June 30, 2022 was $62,500.

In June 2022, the Company entered into a convertible promissory note (“Tysadco Note II”) with Tysadco Partners, LLC. The principal balance of the note is $75,000 and it is to be utilized for working capital purposes. The note matures on December 7, 2022 and all principal, accrued and unpaid interest is due at maturity at a rate of 12% per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered derivatives and therefore have been recorded in liabilities as part of the convertible promissory note and not bifurcated. The Tysadco Note II is convertible into common stock of the Company at any time prior to the maturity date at a conversion price of the lesser of $7.50 and 75% of the lowest daily volume weighted average price (“VWAP”) over the previous ten trading days prior to conversion. The principal balance outstanding at June 30, 2022 was $75,000.

TWS Note

On August 12, 2021, pursuant to an Equipment Acquisition Agreement, the Company entered into a twelve-month promissory note of $1,250,000 with payments of $100,000 per month and interest at 6% (See Note 5). As of June 30, 2022, the total amount outstanding was $1,050,000.

Other Loans

On November 18, 2021, the Company entered into a $100,000 unsecured promissory note agreement with a lender. The promissory note accrues interest at a rate of 3%10% per annum and is due ~~November~~within twelve months or due on demand subsequently to any major funding received by the Company in excess of $3,000,000. As of June 30, ~~2020. The receivable arose from~~2022 the ~~Company’s sale of its 50% interest in Stock Market Manager, Inc.~~total amount outstanding was $100,000.

On February 2, 2022, the Company entered into a Future Receivable Sale and Purchase Agreement with a Purchaser. Pursuant to ~~Endeavour Cooperative Partners, LLC (“Endeavour”) on November 30, 2015. Endeavour is affiliated with Carl Dilley, a Company director.~~

~~NOTE 6 – Intangible Assets, Net~~

~~Intangible assets, net, consist of:~~

September 30,
2017

December 31, 2016
Video conferencing software acquired
by Prosperity in December 2009

$
30,000

$
30,000

Enterprise and audit software acquired
by Prosperity in April 2008

20,000

20,000

Patent costs incurred by CANB

6,880

6,880

Other

3,548

3,548

Total

60,428

60,428

Accumulated amortization

(37,926)

(34,947)

Net

$
22,502

$
25,481

~~Expected future amortization expense for intangible assets as of September 30, 2017 follows:~~


		~~Amount~~
~~Year Ending December 31, 2017~~		$ ~~995~~
~~Year Ending December 31, 2018~~		~~3,975~~
~~Year Ending December 31, 2019~~		~~3,975~~
~~Year Ending December 31, 2020~~		~~3,975~~
~~Year Ending December 31, 2021~~		~~3,975~~
~~Thereafter~~		~~5,607~~

~~Total~~		$ ~~22,502~~

~~NOTE 7 – Notes and Loans Payable~~

~~Notes and loans payable consist of:~~

September 30,
2017

December 31, 2016
Convertible note payable to lender dated February 1, 2016 (as amended
        December 21, 2016), interest at 12% per annum, due February 1,
        2017, convertible into Common Stock at a Conversion Price equal to the
        Lesser of (i) $0.01 per share or (ii) 50% of the lowest Bid Price of the
        Common Stock for the 30 Trading Days preceding the Conversion Date
        –fully converted at February 13, 2017

$
-

$
3,571

Convertible notes payable to lender dated from March 15, 2016 (as amended June 2, 2016) to September 13, 2017, interest at rates ranging from 12% to 14.99% per annum, due from April 6, 2017 to March 13, 2018, partially converted at March 22, 2017 and the remaining notes convertible into Common Stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date – net of
        unamortized debt discount of $1,643 and $34,411, respectively

35,357

39,839

Convertible notes payable to lender dated February 1, 2016 (as amended
        December 21, 2016) and December 21, 2016, interest at 12% per
        annum, due February 1, 2017 and May 20, 2017, convertible into
        Common Stock at a Conversion Price equal to the lesser of (i) $0.01 per
        share or (ii) 50% of the lowest Closing Bid Price of the Common Stock
        for the 30 Trading Days preceding the Conversion Date – net of
        unamortized debt discount of $0 and $58,095, respectively

65,000

6,905

Convertible notes payable to Pasquale and Rosemary Ferro dated from
        May 2, 2017 to November 3, 2017, interest at 12% per annum, due from
        September 16, 2017 to May 7, 2018, convertible into Common Stock at a
        Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of
        the lowest Closing Bid Price of the Common Stock for the 30 Trading
        Days preceding the Conversion Date – net of unamortized debt discount
        of $40,883 and $0, respectively

50,617

-

Convertible note payable to lender dated August 8, 2017 interest at 12% per
        annum, due August 8, 2018, convertible into Common Stock at a
        Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of
        the lowest Closing Bid Price of the Common Stock for the 30 Trading
        Days preceding the Conversion Date – net of unamortized debt discount
        of $21,370 and $0, respectively

3,630

-

Note payable to brother of Marco Alfonsi, Chief Executive Officer of the Company, interest at 10% per annum, due August 22, 2016 (now past due)

5,000

5,000

Loan payable to Mckenzie Webster Limited (“MWL”), an entity controlled by the former Chairman of the Board of Directors of the Company, non-interest bearing, due on demand

3,000

3,000
Total

$
162,604

$
58,315

~~The derivative liability~~the terms of the ~~convertible notes~~agreement, the Company sold an aggregate of $136,000 of future receivables for a purchase amount of $100,000. The aggregate principal amount is payable in weekly installments totaling 2,833 until such time the obligation is fully satisfied. As of June 30, 2022 the total amount outstanding was $45,489.

On February 11, 2022, the Company entered into a $150,000 unsecured promissory note agreement with a lender. The promissory note accrues interest at ~~September~~a rate of 16% per annum and is due within six months or due on demand subsequently to any major funding received by the Company in excess of $2,000,000. As of June 30, ~~2017 consisted of:~~2022 the total amount outstanding was $150,000.

Face Value

Derivative Liability
Convertible notes payable to lender dated from March 15, 2016 (as amended June 2, 2016) to September 13, 2017, due from April 6, 2017 to March 13, 2018

$
37,000

$
39,539

Convertible notes payable to lender dated February 1, 2016 (as amended
        December 21, 2016) and December 21, 2016, due February 1, 2017 and
        May 20, 2017

$
65,000

$
67,889

Convertible notes payable to Pasquale and Rosemary Ferro dated from
        May 2, 2017 to November 3, 2017, due from September 16, 2017 to
        May 7, 2018

$
91,500

$
128,056

Convertible notes payable to lender dated August 8, 2017, due August 8,
        2018

$
25,000

$
44,444

Totals

$
218,500

$
279,928

~~The above convertible notes contain~~On March 3, 2022, the Company entered into a ~~variable conversion feature based on~~Receivable Purchase and Sale Agreement with a Buyer. Pursuant to the ~~future trading price~~terms of the agreement, the Company ~~common stock. Therefore,~~sold an aggregate of $350,00 of future receivables for a purchase amount of $250,000. The aggregate principal amount is payable in daily installments totaling $2,917 until such time the ~~number~~obligation is fully satisfied. As of ~~shares of common stock issuable upon conversion~~June 30, 2022 the total amount outstanding was $24,666.

On May 25, 2022, the Company entered into a Future Receivable Sale and Purchase Agreement with a Purchaser. Pursuant to the terms of the ~~notes is indeterminate. Accordingly, we have recorded~~agreement, the ~~fair value~~Company sold an aggregate of ~~the embedded conversion features as~~$54,000 of future receivables for a ~~derivative liability at the respective issuance dates (or amendment dates)~~purchase amount of the notes ($437,575 total for the nine months ended September 30, 2017) and charged the applicable amounts to debt discounts ($179,250 total for the nine months ended September 30, 2017) and the remainder to other expense ($258,325 total for the nine months ended September 30, 2017)$38,000. The ~~increase (decrease)~~aggregate principal amount is payable in weekly installments totaling $453 until such time the ~~fair value~~obligation is fully satisfied. As of June 30, 2022 the ~~derivative liability from the respective issuance dates (or amendment dates) of the notes to the measurement date ($236,854~~ total ~~decrease for the nine months ended September 30, 2017) is charged (credited) to other expense (income)~~amount outstanding was $28,308. The fair value of the derivative liability of the notes is measured at the respective issuance dates and quarterly thereafter using the Black Scholes option pricing model. Assumptions used for the calculations of the derivative liability of the notes at September 30, 2017 include (1) stock price of $0.0092 per share, (2) exercise price of $0.0045 per share, (3) terms ranging from 0 days to 312 days, (4) expected volatility of 281% and (5) risk free interest rates ranging from 0.00% to 1.28%.

~~NOTE 8~~Note 10 – Stockholders’ Equity

Preferred Stock

The Company issued a total of 10 shares of CANB Series A Preferred Stock (5 shares to MWL and 5 shares to Marco Alfonsi) in exchange for the retirement of a total of 100,000,000 shares of CANB common stock (50,000,000 shares from MWL and 50,000,000 shares from Marco Alfonsi).

Each share of Series A Preferred Stock is convertible into ~~10,000,000~~218 shares of CANB common stock and is entitled to ~~20,000,000~~4,444 votes.

~~NOTE 9 –~~All Preferred Shares shall rank senior to all shares of Common Stock

~~On January 2, 2016,~~ of the Company ~~issued 104,500~~with respect to liquidation preferences and shall rank pari passu to all current and future series of preferred stock, unless otherwise stated in the certificate of designation for such preferred stock. In the event of a Liquidation Event, whether voluntary or involuntary, each holder may elect (i) to receive, in preference to the holders of Common Stock, a one-time liquidation preference on a per-share amount equal to the per-share value of preferred shares on the issuance date, as recorded in the Company’s financial records, or (ii) to participate pari passu with the Common Stock on an as-converted basis. Subject to any adjustments, the Series A holders shall be entitled to receive such dividends paid and distributions made to the holders of shares of Common Stock on an as converted basis. During the six months ended June 30, 2022, the Company converted 15 shares of Series A preferred stock to 33,345 shares of common stock.

Can B̅ Corp. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2022

Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether or not declared. After six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common stock at the conversion price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB common stock on the trading day prior to ~~a technical consultant in satisfaction of a $12,864 account payable to that vendor.~~

~~On March 9, 2016,~~ the ~~Company issued 140,000 shares~~conversion day or the dollar volume weighted average price of CANB common stock on the conversion day.The shares of Series B Preferred Stock have no voting rights.

Each share of Series C Preferred Stock has preference to ~~a technical consultant in satisfaction~~payment of dividends, if and when declared by the Company, compared to shares of our common stock. Each Preferred Series C share is convertible into 25,000 shares of common stock. The shares of Series C Preferred Stock have voting rights as if fully converted.

Each share of Series D Preferred Stock has 10,000 shares of voting rights only pari passu to common shares voting with no conversion rights and no equity participation. The Company can redeem Series D Preferred Stock at any time for par value.

On February 8, 2021, the Company’s Board of Directors approved the designation of the Series D Preferred Shares and the number of shares constituting such series, and the rights, powers, preferences, privileges and restrictions relating to such series. On March 27, 2021, the Company filed an amendment to its articles of incorporation to authorize 4,000 shares of a ~~$8,693 account payable~~new Series D Preferred Stock with a par value of $0.001 each. All Series D Preferred Shares shall rank senior to ~~that vendor.~~

all shares of Common Stock of the Company with respect to liquidation preferences and shall rank pari passu to all current and future series of preferred stock, unless otherwise stated in the certificate of designation for such preferred stock. Each Series D Preferred Share shall have voting rights equal to 667 shares of Common Stock, adjustable at any recapitalization of the Company’s stock. In the event of a liquidation event, whether voluntary or involuntary, each holder shall have a liquidation preference on a per-share amount equal to the par value of such holder’s Series D Preferred Shares. The holders shall not be entitled to receive distributions made or dividends paid to the Company’s other stockholders. Except as otherwise required by law, for as long as any Series D Preferred Shares remain outstanding, the Company shall have the option to redeem any outstanding share of Series D Preferred Shares at any time for a purchase price of par value per share of Series D Preferred Shares (“Price per Share”). Should the Company desire to purchase Series D Preferred Shares, the Company shall provide the Holder with written notice and a check or cash in an amount equal to the number of shares of Series D Preferred Shares being purchased multiplied by the Price per Share. The shares of Series D Preferred Shares so purchased shall be deemed automatically cancelled and the Holder shall return the certificates for such share to the Corporation. On ~~October 6, 2016,~~or around March 27, 2021, the Company issued ~~400,000 shares of CANB common stock to a technical consultant in satisfaction of a $25,617 account payable to that vendor.~~

On February 2, 2017, the Company issued 200,000 shares of CANB common stock to a financial consultant for services rendered. The $11,000 fair value of the 200,000 shares of CANB common stock was charged to consulting feesMr. Alfonsi, Mr. Ferro, and Mr. Teeple Series D Preferred Stock in the ~~three months ended March 31, 2017.~~

~~On February 13, 2017, the Company issued 1,685,900~~amount of 600 shares ~~of CANB common stock~~each and to ~~the brother of the Chief Executive Officer of the Company in satisfaction of notes payable of $15,000 and accrued interest payable of $1,859.~~

~~On March 22, 2017, the Company issued 6,785,316 shares of CANB common stock to a lender in satisfaction of notes payable of $50,000 and accrued interest payable of $5,979.~~

On April 17, 2017, the Company issued 5,000,000 shares of CANB common stock to a consultant for services rendered. The $103,500 fair value of the 5,000,000 shares of CANB common stock will be charged to consulting feesCOO Philip Scala in the ~~three~~amount of 150 shares, collectively representing 1,300,000 voting shares.

Common Stock

For the six months ended June 30, ~~2017.~~

~~On June 21, 2017,~~2022, the Company issued ~~250,000~~an aggregate of 51,282 shares of ~~CANB common stock to a consultant~~Common Stock under its Offering Statement on Form 1-A (File No. 024-11233) (the “Regulation A Offering”).

In addition, for ~~services rendered. The $5,975 fair value of~~ the ~~250,000 shares of CANB common stock will be charged to consulting fees in the three~~six months ended June 30, ~~2017.~~

~~On June 28, 2017,~~2022, the Company issued ~~250,000 shares~~an aggregate of ~~CANB common stock~~190,505, 13,704, 312,008, and 10,150 of Common Stock for asset acquisitions, property and equipment, services rendered, and in lieu of interest repayments, respectively.

Can B̅ Corp. and Subsidiaries

Notes to ~~a consultant for services rendered. The $5,000 fair value of the 250,000 shares of CANB common stock will be charged to consulting fees in the three months ended~~ Consolidated Financial Statements

June 30, ~~2017.~~2022

~~On August 25, 2017, the Company issued 7,142,857 shares of CANB common stock to a lender in satisfaction of notes payable of $50,000 and accrued interest payable of $3,331.~~

On August 25, 2017, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $3,750 fair value of the 250,000 shares of CANB common stock will be partially charged to consulting fees in the three months ended September 30, 2017.

On September 5, 2017, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $4,375 fair value of the 250,000 shares of CANB common stock will be partially charged to consulting fees in the three months ended September 30, 2017.

On September 7, 2017, the Company issued 2,500,000 shares of CANB common stock to a consultant for services rendered. The $32,750 fair value of the 2,500,000 shares of CANB common stock will be charged to consulting fees in the three months ended September 30, 2017.

~~On September~~Note 11 2017, the Company issued 250,000 and 250,000 shares of CANB common stock to two consultants for services rendered, respectively. The $3,350 fair value of each 250,000 shares of CANB common stock will be partially charged to consulting fees in the three months ended September 30, 2017.

On September 25, 2017, the Company issued 2,500,000 shares of CANB common stock to a consultant for services rendered. The $2,525 fair value of the 2,500,000 shares of CANB common stock will be partially charged to consulting fees in the three months ended September 30, 2017.

~~NOTE 10~~ – Stock Options ~~and Warrants~~

A summary of stock options ~~and warrants~~ activity for the six months ended June 30, 2022 is as follows:

Summary of Stock Options Activity

Shares of Common Stock Exercisable Into

Stock

Options

Warrants

Total
Balance, December 31, 2015
200,000

307,500

507,500
Granted in 2016
-

-

-
Expired in 2016
(150,000)

(60,000)

(210,000)

Balance, December 31, 2016
50,000

247,500

297,500
Granted in 1Q, 2Q and 3Q 2017
-

-

-
Cancelled in 1Q, 2Q and 3Q 2017
-

-

-

Balance, September 30, 2017
50,000

247,500

297,500

	Option Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)
Outstanding, January 1, 2022		377,654	$	6.11		3.97
Granted		79,013		5.10		4.52
Exercised		-		-		-
Forfeited		-		-		-
Expired		-		-		-
Outstanding, June 30, 2022		456,666	$	5.93		4.06

~~Issued and outstanding stock options as~~Schedule of ~~September 30, 2017 consist of:~~Non-Vested Option Shares

	Option Shares			Weighted Average Grant-Date Fair Value
Non-vested options, January 1, 2022		-		$	-
Granted		79,012			7.24
Vested		(79,012	)		7.24
Forfeited		-			-
Non-vested options, June 30, 2022		-		$	-

Year

Number Outstanding

Exercise

Year of
Granted

And Exercisable

Price

Expiration
2009

50,000

1.00

2019

Total

50,000

~~Issued and outstanding warrants as of September 30, 2017 consist of:~~

Year

Number Outstanding

Exercise

Year of
Granted

And Exercisable

Price

Expiration
2010

247,500

1.00

2020

Total

247,500

~~NOTE 11~~Note 12 – Income Taxes

NoThe Company’s income tax provisions for ~~income taxes were recorded~~the six months ended June 30, 2022 and 2021 reflect the Company’s estimates of the effective rates expected to be applicable for the ~~periods presented since~~respective full years, adjusted for any discrete events, which are recorded in the period that they occur. These estimates are reevaluated each quarter based on the Company’s estimated tax expense for the full year. The estimated effective tax rate includes the impact of valuation allowances in various jurisdictions.

Note 13 – Related Party Transactions

For the six months ended June 30, 2022 and 2021, the Company incurred ~~net losses in those periods.~~

~~The provisions~~fees to a service provider that is a relative of a director for ~~(benefits from) income taxes differ from the amounts determined by applying the U.S. Federal income tax rate of 35% to pretax income (loss) as follows:~~

Nine Months Ended September 30,

2017

2016
Expected income tax (benefit) at 35%
$
(163,186)

$
(119,750)

Non-deductible stock-based compensation
39,703

10,500

Non-deductible amortization of debt discounts
76,751

-

Non-taxable (income) from derivative liability
(76,869)

-

Increase in deferred income tax assets
valuation allowance

123,601

109,250

Provision for (benefit from) income taxes

$
-

$
-

~~Deferred income tax assets consist of:~~

September 30,
2017

December 31, 2016
Net operating loss carryforward

1,344,080

1,220,479

Valuation allowance

(1,344,080)

(1,220,479)

Net

$
-

$
-

Based on management's present assessment, the Company has not yet determined it to be more likely than not that a deferred income tax asset of $1,344,080 attributable to the future utilization of the $3,829,650 net operating loss carryforward as of September 30, 2017 will be realized. Accordingly, the Company has maintained a 100% allowance against the deferred income tax asset in the consolidated financial statements at September 30, 2017. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carryforward expires in years 2025, 2026, 2027, 2028, 2029, 2030, 2031, 2032, 2033, 2034, 2035, 2036, and 2037professional services in the amount of ~~$1,369, $518,390, $594,905, $686,775, $159,141, $151,874, $135,096, $166,911, $311,890, $25,511, $338,345, $386,297,~~$8,000 and ~~$353,146,~~$9,900, respectively. At June 30, 2022 and December 31, 2021, the Company had outstanding payables to the aforementioned service provider of $8,000 and $5,000, respectively.

~~Current tax laws limit~~At June 30, 2022, the ~~amount~~Company has amounts due to a director of ~~loss available~~the Company of approximately $245,434 which are expected to be ~~offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.~~

The Company's U.S. Federal and state income tax returns prior to 2014 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The statute of limitations on the 2013 tax year returns expired in March 2017.

The Company recognizes interest and penalties associated with uncertain tax positions as part of the income tax provision and would include accrued interest and penalties with the related tax liabilityrepaid in the ~~consolidated balance sheets. There were no interest or penalties paid during 2017~~next twelve months.

Can B̅ Corp. and ~~2016.~~Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2022

~~NOTE 12~~

Note 14 – Commitments and Contingencies

~~Employment~~Lease Agreements

On May 14, 2015, the Company executed an Executive Employment Agreement with Marco Alfonsi (“Alfonsi”) for Alfonsi to serve as the Company's chief executive officer for cash compensation of $5,000 per month (increased to $6,000 per month in August 2015). Pursuant to the agreement, the Company issued 10,000,000 restricted shares of CANB common stock to Alfonsi on June 14, 2015. Alfonsi may terminate his employment upon 30 days written notice to the Company. The Company ~~may terminate Alfonsi's employment upon written notice to Alfonsi by a vote of the Board of Directors.~~

On August 17, 2015, the Company executed an Employment Agreement with Romuald Stone ("Stone") for Stone to serve as the Company's Chief Technology Officer for cash compensation of $12,500 per month. Effective August 17, 2016, the agreement terminated.

~~Consulting Agreements~~

On September 6, 2017, the Company executed a Consulting Agreement with T8 Partners LLC (“T8”) for T8 to serve as the Company's consultant for stock compensation of a total of 10,000,000 restricted shares. Pursuant to the agreement, the Company issued 2,500,000 restricted shares of CANB common stock to T8 on September 7, 2017. Effective October 27, 2017, the Company terminated the agreement due to non-performance by T8.

~~Lease Agreements~~

~~On December 1, 2014, Prosperity entered into a lease agreement with KLAM, Inc. for~~leases office space in Hicksville, New York for an initial term of one year commencing December 1, 2014. The lease provides for monthly rentals of $2,500 and provides Prosperity an option to renew the lease after the initial term. The Company has continued to occupy this space after November 30, 2015numerous medical facilities offices under ~~a month to month arrangement at $2,500 per month. KLAM, Inc. is controlled by the wife of the Company's chief executive officer Marco Alfonsi.~~month-to-month agreements.

On September 11, 2015, the Company executed a lease agreement with an unrelated third party for office space in Hicksville, New York for a term of 37 months. The lease provides for monthly rentals of $2,922 for lease year 1, $3,009 for lease year 2, and $3,100 for lease year 3. The lease also provides for additional rent based on increases in base year operating expenses and real estate taxes.

Rent expense ~~was $48,795~~ for ~~each of~~ the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016.~~2021 was $332,520 and $84,724, respectively.

At ~~September~~June 30, ~~2017,~~2022, the future minimum lease payments under non-cancellable operating leases were:

Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases


~~Year ending December 31, 2017~~	~~9,391~~
~~Year ending December 31, 2018~~	~~27,900~~

~~Total~~	$ ~~37,291~~


Six months ended December 31, 2022	$	614,600
Fiscal year 2023		832,893
Fiscal year 2024		326,974
Total	$	1,774,467

Note 15 – Subsequent Events

~~Major Customers~~

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the condensed consolidated financial statements are issued and as of that date, except as reported below, there were no subsequent events that required adjustment or disclosure in the consolidated financial statements.

~~For~~

On July 18, 2022, Imbibe Wellness Solutions, LLC (“Imbibe”), a subsidiary of Can B Corp., a Florida corporation (the “Company”), entered into a definitive agreement (the “Agreement”) with Forever Brands, inc. (“Forever Brands”) for Imbibe to be the ~~nine months ended September 30, 2017, two customers accounted for approximately 45%~~exclusive manufacturer, distributor, and ~~29%~~direct to consumer seller of certain super food and related nutritional products to be marketed under the Longevity by Brooke Burke trademarks and brand.

Imbibe will engage Pure Health Products, LLC (“PHP”), ~~respectively,~~another subsidiary of ~~total service revenues.~~the Company, to produce the products under a non-exclusive Private Label Manufacturing Agreement whereby PHP manufactures and ships products directly to Forever Brand’s customers. Forever Brands has entered into an Endorsement Agreement with Brooke Burke and her company, BB Body, Inc. to market, endorse and promote the products in a monthly, online subscription model.

~~For the nine months ended September 30, 2016, three customers accounted for approximately 36%, 30%, and 15%, respectively, of total service revenues.~~

~~Public Offering of Units~~

On August ~~2, 2016, the Company’s Registration Statement on Form S-1 was declared effective by the Securities and Exchange Commission. On a self-underwritten basis,~~5, 2022, the Company ~~was offering up to 40,000,000 Units at~~entered into an unsecured promissory note agreement with a price of $0.05 per Unit or $2,000,000 maximum. Each Unit consisted of one share of Company common stock and one warrant to purchase ½ share of Company common stock of a price of $0.10 per share for a period of three years. There was no minimum offering amount or escrow required as a condition to closing. On May 5, 2017, the Company withdrew the Registration Statement; no units were sold in the offering.

~~Litigation~~

On November 25, 2016, the landlord under the lease agreement dated September 11, 2015 (“QPR”) served us a Notice of Default. On December 5, 2016, QPR filed a Petition to Recover Possession of Real Property seeking unpaid rent of $12,540 (as of November 21, 2016) and possession of the premises.lender. The ~~Company subsequently paid QPR and QPR dismissed the action.~~

~~NOTE 13 – Related Party Transactions~~

~~ProAdvanced Group, Inc. (“PAG”), an entity controlled by the Company’s chief executive officer, is a customer of CANB. At September 30, 2017, CANB had an account receivable from PAG of $1,190.~~

Island Stock Transfer (“IST”), an entity controlled by Carl Dilley, a Company director, is both a customer and vendor of CANB. As of June 30, 2017, CANB had an account receivable from IST of $3,500 and an account payable to IST of $2,351. For the nine months ended September 30, CANB had revenues from IST of $3,500.

~~Stock Market Manager, Inc. (see Note 5) is also an entity controlled by Mr. Dilley. At September 30, 2017, CANB had an account payable to Stock Market Manager Inc. of $1,676.~~

~~NOTE 14 – Subsequent Events~~

~~On October 3, 2017, the Company issued a Convertible Promissory Note of $2,000 to a lender for loan proceeds of $2,000. The~~promissory note ~~bears~~accrues interest at a rate of 12% per annum, are due on May 7, 2018, and is convertible at the option of the lender into shares of the Company common stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date.

On October 3, 2017, the Company executed an Executive Service Agreement with Marco Alfonsi (“Alfonsi”) for Alfonsi to serve as the Company's chief executive officer for cash compensation of $10,000 per month. Pursuant to the agreement, the Company issued 1 share of CANB Series A Preferred Stock to Alfonsi on October 4, 2017.

~~On October 4, 2017, the Company issued 2 shares of CANB Series A Preferred Stock to Alfonsi in consideration of Alfonsi’s cancellation of accrued salaries payable of $120,000 owed to Alfonsi.~~

On October 13, 2017, the Company executed a Securities Purchase Agreement (the “SPA”) with RedDiamond Partners LLC (“RedDiamond”). Pursuant to the Agreement, RedDiamond agreed to purchase an aggregate of $150,000 of Series B Preferred Shares (“Preferred Shares”), at $0.95 per share, for an aggregate of 157,895 Preferred Shares. The SPA provides for the purchase to be conducted through multiple closings, with the first closing occurring within ninety (90) days from the execution of the Agreement (“First Closing”). On October 13, the Company received $100,000 from RedDiamond. Additional closings are to be conducted on each monthly anniversary following the date of the First Closing (“Additional Closings”) until RedDiamond has purchased an aggregate of $150,000 of Preferred Shares. The Series B Preferred Shares (designated on November 15, 2017) have no voting rights, are entitled to dividends at a rate of 5% per annum, and are convertible into shares of common stock at a Conversion Price (as defined in the SPA), subject to a $20,000 maximum per Monthly Conversion Period.

On October 17, 2017, November 1, 2017 and November 9, 2017, the Company executed three Consulting Agreements with three consultants. Pursuant to the agreements, the Company issued or is required to issue 500,000 (not yet issued), 250,000 and 2,500,000 shares of CANB Common on October 17, 2017, November 2, 2017, and November 9, 2017, respectively.

~~On October 17, 2017, the Company was issued a Secured Promissory Note of $60,000 from a Borrower for loan proceeds of $60,000. The note bears interest at a rate of 12%~~16% per annum and is due within three months or due on ~~October 17, 2018. On November 10, 2017,~~demand subsequently to any major funding received by the Company ~~entered into an Agreement~~in excess of $350,000. At any time after three months from funding date, until this Promissory Note is paid, Lender may collect directly from the Can B Corp. accounts receivables collections for ~~Sale~~the full amount of principal and ~~Purchase~~interest due.

Effective August 12, 2022, reference is hereby made to that certain engagement agreement (the “Agreement”), dated as of ~~Business Assets with~~October 7, 2021, as amended on February 11, 2022, by and between Can B Corp. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which Wainwright shall act as the ~~borrower to purchase its business assets. The consideration~~exclusive agent, advisor or underwriter in any Offering of ~~$60,000 was paid via the cancellation~~Securities of the ~~Secured Promissory Note.~~ Company during the Term. Defined terms used herein but not defined herein shall have the meanings ascribed to such terms in the Agreement. At the Company’s request, Wainwright hereby agrees to voluntarily terminate the Agreement as of August 12, 2022.

In accordance with FASB ASC 855, Subsequent Events, the Company has evaluated subsequent events through November 17, 2017, the date on which these consolidated financial statements were available to be issued. Except as disclosed above, there were no material subsequent events that required recognition or additional disclosure in these consolidated financial statements.

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

~~General~~

~~Canbiola, Inc.~~Can B̅ Corp. was originally ~~formed~~incorporated as aWrapMail, Inc. (“WRAP”) in Florida ~~corporation~~ on October 11, ~~2005, under the~~2005. On May 15, 2017, WRAP changed its name ~~of WrapMail,~~to Canbiola, Inc. ~~Effective~~On January ~~5, 2015, we~~16, 2020 Canbiola, Inc. changed its name to Can B̅ Corp. (.

The Company acquired 100% ~~ownership~~ of ~~Prosperity Systems, Inc. (“Prosperity”),~~the membership interests in Pure Health Products, LLC, a New York ~~corporation~~limited liability company (“PHP” or “Pure Health Products”) effective December 28, 2018. The Company runs it manufacturing operations through PHP and holds and sells several of its brands through PHP as well. The Company’s durable equipment products, such as sam® units with and without CBD infused pads, are marketed and sold through its wholly-owned subsidiaries, Duramed Inc. (incorporated on November 29, 2018) and Duramed MI LLC (fka DuramedNJ, LLC) (incorporated on May 29, 2019) (collectively, “Duramed”). Duramed began operating on or about February 1, 2019. Most of the Company’s consumer products include hemp derived cannabidiol (“CBD”); however, the Company has just recently begun extracting cannabinol (“CBN”) and cannabigerol (“CBG”) for wholesale to third-parties looking to incorporate such compounds into their products through its wholly owned subsidiaries, Botanical Biotech, LLC (incorporated March 10, 2021) and TN Botanicals LLC and CO Botanicals LLC (both incorporated ~~on April 2, 2008. We provide document, project, marketing~~in August 2021). The three subsidiaries have also begun synthesizing Delta-8 and ~~sales management systems~~Delta-10 from hemp. Delta-8 can produce similar, though less potent, effects as delta-9 (commonly referred to as THC); however, the legality of hemp derived delta-8 is in a gray area. The Company’s other subsidiaries did not have operations during the six months ended June 30, 2022.

The Company is in the business ~~clients~~of promoting health and wellness through ~~our website and proprietary software and also have a division focusing on the~~its development, manufacture and sale of products containing ~~CBD. The Company is presently~~cannabinoids derived from hemp biomass and the licensing of durable medical devises. Can B̅’s products include oils, creams, moisturizers, isolate, gel caps, spa products, and concentrates and lifestyle products. Can B̅ develops its own line of proprietary products as well seeks synergistic value through acquisitions in the ~~process~~hemp industry. Can B̅ aims to be the premier provider of ~~dissolving Prosperity.~~the highest quality hemp derived products on the market through sourcing the best raw material and offering a variety of products we believe will improve people’s lives in a variety of areas.

The consolidated financial statements include the accounts of CANB and its operational wholly owned ~~subsidiary Prosperity from the date of its acquisition on January 5, 2015.~~subsidiaries.

Results of Operations

Three ~~Months Ended September~~months ended June 30, ~~2017~~2022 compared to three months ended June 30, 2021.

Revenues increased $869,236 from $401,766 in 2021 to $1,271,002 in 2022. The increase is due to the wind down of restrictions related to the Covid-19 Pandemic surrounding elective surgeries, enabling an increase in the usage of the Company’s Duramed product lines and ultrasound device associated with ~~Three Months Ended September 30, 2016:~~patient recovery. Additionally, due to asset acquisitions in 2021, the Company’s Music City Botanical and Botanical Biotech brands related to an increase of sales compared to 2021 of approximately $746,000.

~~Revenues decreased $2,229 from $24,327 in 2016 to $22,098 in 2017.~~

Cost of product sales increased ~~$10,559~~$772,205 from $0$258,612 in ~~2016~~2021 to ~~$10,559~~$1,030,817 in ~~2017~~2022 due to the ~~launch~~increase in sales caused by increase in operations and 2021 acquisitions.

Operating expenses decreased $930,204 from $2,728,998 in 2021 to $1,798,794 in 2022 as a direct result of ~~new product sales.~~2021 professional fees incurred and attributable to the Company’s asset acquisitions and Regulation A offering in the six months ending June 30, 2021.

Officers and directors compensation and payroll taxes decreased $19,520 from $38,897 in 2016 to $19,377 in 2017. The 2016 expense amount ($38,897) consists of salary paid to our Chief Technology Officer ($18,750) and Chief Executive Officer ($18,000) pursuant to their respective employment agreements and related payroll taxes ($2,147). The 2017 expense amount ($19,377) consists of salaries accrued to our Chief Executive Officer ($18,000) pursuant to their respective employment agreements and related payroll taxes ($1,377).

Consulting fees increased $106,065 from $4,104 in 2016 to $110,709 in 2017. The 2016 expense amount ($4,104) includes stock-based compensation of $0. The 2017 expense amount ($110,709) includes stock-based compensation of $76,209, resulting from stock issued for the service of consultants.

~~Advertising expense increased $8,251 from $5,551 in 2016 to $13,802 in 2017.~~

~~Hosting expense decreased $5,393 from $8,325 in 2016 to $2,932 in 2017.~~

~~Rent expense remained same at $16,265 in 2016 and 2017.~~

~~Professional fees decreased $12,080 from $20,050 in 2016 to $7,970 in 2017.~~

~~Depreciation of property and equipment increased $1 from $806 in 2016 to $807 in 2017.~~

~~Amortization of intangible assets remained same at $993 in 2016 and 2017.~~

~~Other operating expenses increased $7,178 from $13,464 in 2016 to $20,642 in 2017. The increase was due largely to higher conference expense and travel expenses in 2017 compared to 2016.~~

Net loss decreased ~~$102,064~~1,094,103 from ~~a loss of $83,961~~$2,739,989 in ~~2016~~2021 to ~~an income of $18,103~~$1,645,886 in ~~2017.~~2022. The decrease was due to the ~~$95,601 increase~~$930,204 decrease in total operating expenses coupled by the $97,031 increase in gross profit.

Six months ended June 30, 2022 compared to six months ended June 30, 2021.

Revenues increased 1,619,861 from $605,796 in 2021 to $3,131,322 in 2022. The increase is due to the wind down of restrictions related to the Covid-19 Pandemic surrounding elective surgeries, enabling an increase in the usage of the Company’s Duramed product lines and ultrasound device associated with patient recovery. Additionally, due to asset acquisitions in 2021, the Company’s Music City Botanical and Botanical Biotech brands related to an increase of ~~$199,894 in other income – net from $167 other income – net in 2016~~sales compared to ~~$200,061 other income– net in 2017, and the $2,229 decrease in revenues.~~2021 of $1,310,996.

~~Nine Months Ended September 30, 2017 compared with Nine Months Ended September 30, 2016:~~

~~Revenues decreased $6,050 from $71,990 in 2016 to $65,940 in 2017.~~

Cost of product sales increased ~~$11,698~~$1,885,740 from $0$335,407 in ~~2016~~2021 to ~~$11,698~~$2,221,147 in ~~2017~~2022 due to the ~~launch of new product sales.~~increase in sales caused by increase in operations and 2021 acquisitions.

Officers and directors compensation and payroll taxes decreased $101,254 from $159,463 in 2016 to $58,209 in 2017. The 2016 expense amount ($159,463) consists of salary paid to our Chief Technology Officer ($93,750,000) and Chief Executive Officer ($54,000) pursuant to their respective employment agreements and related payroll taxes ($11,713). The 2017 expense amount ($58,209) consists of salaries accrued to our Chief Executive Officer ($54,000) pursuant to their respective employment agreements and related payroll taxes ($4,209).

Consulting fees increased $84,018 from $98,473 in 2016 to $182,491 in 2017. The 2016 expense amount ($98,473) includes stock-based compensation of $30,000. The 2017 expense amount ($182,491) includes stock-based compensation of $113,438, resulting from stock issued for the service of consultants.

~~Advertising expense increased $25,011 from $10,301 in 2016 to $35,312 in 2017.~~

~~Hosting expense decreased $2,846 from $20,465 in 2016 to $17,619 in 2017.~~

~~Rent expense remained same at $48,795 in 2016 and 2017.~~

~~Professional fees increased $33,919 from $36,787 in 2016 to $70,706 in 2017.~~

~~Depreciation of property and equipment decreased $38 from $2,459 in 2016 to $2,421 in 2017.~~

~~Amortization of intangible assets decreased $1 from $2,980 in 2016 to $2,979 in 2017.~~

~~Other operating~~Operating expenses increased ~~$46,250~~$909,114 from ~~$34,911~~$4,751,667 in ~~2016~~2021 to ~~$81,161~~$5,660,791 in ~~2017. The increase was~~2022 due ~~largely~~ to ~~higher office expenses~~accounting, legal, and ~~conference expenses in 2017 compared~~other professional fees related to ~~2016.~~the Company’s registration statement S-1 filing efforts during the first quarter of 2022.

Net loss increased ~~$124,103~~210,912 from ~~a loss of $342,142~~$4,919,871 in ~~2016~~2021 to ~~a loss of $466,245~~$5,130,783 in ~~2017.~~2022. The increase was due to continued efforts and fees related to the ~~$96,757 increase in total operating expenses and~~Company’s registration statement S-1 filings during the ~~decrease~~first quarter of ~~$21,296 in other income – net from $502 other income – net in 2016 to $20,794 other expense– net in 2017, and the $6,050 decrease in revenues.~~2022.

Liquidity and Capital Resources

At ~~September~~June 30, ~~2017, we~~2022, the Company had cash and cash equivalents of ~~4,225~~$124,058 and negative working capital of ~~$731,850.~~

$2,205,873. Cash and cash equivalents decreased ~~$25,968~~$324,943 from ~~$30,193~~$449,001 at December 31, ~~2016~~2021 to ~~$4,225~~$124,058 at ~~September~~June 30, ~~2017.~~2022. For the ~~nine~~six months ended ~~September~~June 30, ~~2017, $179,250~~2022, $2,031,872 was provided by financing activities, ~~and $205,218~~$2,356,815 was used in operating activities, and $0 was used in investing activities.

WeThe Company currently ~~have~~has no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

~~We currently have no commitments with any person for any capital expenditures.~~

We have no off-balance sheet arrangements.

Trend Information

The novel coronavirus disease of 2019 (“COVID-19”) outbreak has affected the Company’s operations as set forth above. The full impact of the COVID-19 outbreak continues to evolve. As such, it is uncertain as to the full magnitude that the pandemic will have on our financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on our financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, we are not able to estimate the effects of the COVID-19 outbreak on our results of operations, financial condition, or liquidity for the foreseeable future. Presently, our Duramed operations are at 80% of pre-COVID operational level. Our expectation that as business open, and in particular medical offices, that our recovery will progress in sync with the speed of the business openings and expect to be back to pre-COVID operational level by end of the 2^nd quarter 2022. Sales of CBD and related products continue to moderately recover and we expect to be back at pre-COVID levels by the end of the 3^rd quarter 2022.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

ITEM 4. CONTROLS AND PROCEDURES

(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of ~~September~~June 30, ~~2017,~~2022, our principal executive officer and principal financial officer conducted an evaluation regarding the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act). Based upon the evaluation of these controls and procedures, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.

(B) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting in our ~~first~~ fiscal quarter for the period ~~ended September~~June 30, ~~2017~~2022 covered by this Quarterly Report on Form 10-Q, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART ~~II-OTHER~~II- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On April 28, 2021, the Company was served with a commercial legal action against the Company and certain officers by David Weissberg and Donna Marino, who are investors in the Company (collectively, the “Investors”). The complaint was filed in the Supreme Court of the State of New York, County of Nassau, Index No. 605191/2021. The complaint alleges four causes of action.

The first cause of action alleges that the Company breached Securities Purchase Agreements with the Investors by failing to assist the Investors in getting opinion letters to remove the restrictive legends from their shares, even though the Company made introductions and requests to the Company’s counsel, provided supporting documents for the Investor’s shares, and ultimately the opinion letters could not be rendered because the Investors failed to submit required documentation to counsel.

The second cause of action is similar to the first but related to alleged misrepresentations regarding removing the restrictive legends from shares that were issued for services rather than purchased.

The third cause of action alleges that the Company mislead the Investors to invest $500,000. The final cause of action alleges that officers of the Company made misrepresentations regarding the value of the Company’s stock, which caused David Weissberg to owe more in taxes than he was expecting.

Around November 24, 2021, a vendor of the Company filed amended suit against the Company in Florida, Case No. 2021 CA 001797, for monies allegedly owed and civil theft relating to such monies and related products and fraud in the inducement. We do not believe we owe such vendor any amount. The court has entered a default judgement against the Company for our failure to timely answer the complaint, which default has since been overturned.

Other than above, we are not ~~currently a party to~~aware of any pending or threatened legal ~~proceedings.~~proceedings in which we are involved.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to provide risk factors in this Form ~~10-Q.~~10-Q, however The Company has been directly impacted and has experienced moderate interruption during this challenging COVID-19 pandemic. In accordance with applicable federal and state guidelines, the Company has implemented and prioritized strict social distancing measures, good manufacturing practices, proper sanitization measures, and new manufacturing guidelines. Although several Company customers have experienced business shutdowns during the last few weeks, this has dramatically impacted our online ordering and/or initiating new direct shipment orders. Additional COVID operating requirements to insure safety, handling requirements, sanitation requirements have placed a significant burden on order processing and fulfilment.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Sales of unregistered securities during the ~~quarterly period~~six months ended ~~September~~June 30, ~~2017~~2022 are as follows:

~~On February 2, 2017,~~From January 1, 2022 through June 30, 2022 the Company issued ~~200,000~~an aggregate of 51,282 shares of ~~CANB~~Common Stock under its Reg A-1 registration currently in effect and an additional 312,008 shares of common stock to ~~a financial consultant as payment in full~~various consultants for ~~$11,000 of services rendered for the period~~services.

From January 1, ~~2016~~2022 through ~~March 31, 2017.~~

~~On February 13, 2017,~~June 30, 2022 the Company issued ~~1,685,900~~an aggregate of 190,505 and 13,704 shares of ~~CANB common stock to the brother~~Common Stock under various asset acquisition agreements and acquisition of ~~the Chief Executive Officer of the Company in satisfaction of notes payable of $15,000~~property and ~~accrued interest payable of $1,859.~~equipment, respectively.

~~On March 22, 2017,~~From January 1, 2022 through June 30, 2022 the Company issued ~~6,785,316~~an aggregate of 10,150 shares of ~~CANB common stock to a lender in satisfaction of notes payable of $50,000 and accrued~~Common Stock under various interest ~~payable of $5,979.~~conversion agreements.

~~On April 17, 2017, the Company issued 5,000,000 shares of CANB common stock to a consultant as payment in full for $103,500 of services rendered for the period April~~From January 1, ~~2016~~2022 through June 30, ~~2017.~~

~~On June 21, 2017,~~2022 the Company ~~issued 250,000~~converted 15 shares of ~~CANB common stock~~Series A Preferred Stock to ~~a financial consultant as payment in full for $5,975 of services rendered for the period April 1, 2016 through June 30, 2017.~~

~~On June 28, 2017, the Company issued 250,000~~33,345 shares of ~~CANB common stock to a financial consultant as payment in full for $5,000 of services rendered for the period April 1, 2016 through June 30, 2017.~~Common Stock.

~~On August 25, 2017, the Company issued 7,142,857 shares of CANB common stock to a lender in satisfaction of notes payable of $50,000 and accrued interest payable of $3,331.~~

On September 11, 2017, the Company issued 250,000 and 250,000 shares of CANB common stock to two consultants for services rendered, respectively. The $3,350 fair value of each 250,000 shares of CANB common stock will be partially charged to consulting fees in the three months ended September 30, 2017.

With respect to the transactions noted above, each of the recipients of securities of the Company was an accredited investor, or is considered by the Company to be a “sophisticated person”, inasmuch as each of them has such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of receiving securities of the Company. No solicitation was made and no underwriting discounts were given or paid in connection with these transactions. The Company believes that the issuance of its securities as described above was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(a)(2) and/or Regulation D of the Securities Act of 1933.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are filed with this offering circular:

Exhibit		Description
~~3.1~~
3.1		Articles of Incorporation, as amended* amended(1)
3.2		Bylaws* Bylaws(2)
~~31.1~~ 4.1		~~Rule 13a-14(a)/15d-14(a) certification~~Articles of ~~Chief Executive Officer~~ Amendment designating Series A Preferred Stock rights, as amended(9)
~~32.1~~ 4.2		~~Section 1350 certification of Chief Executive Officer~~
~~99.1~~		~~Amendment to~~ Articles of ~~Incorporation and Certificate of Designations for~~Amendment designating Series B Preferred Stock ** rights(1)
~~99.2~~ 4.3		~~Certificate~~Articles of ~~Designations for~~Amendment designating Series BC Preferred Stock*** Stock rights(7)
~~101.INS~~ 4.4		Articles of Amendment designating Series D Preferred Stock rights(10)
10.1		Employment Agreement with Marco Alfonsi dated December 29, 2020(10)
10.2		Employment Agreement with Stanley L. Teeple dated December 29, 2020(10)
10.3		Employment Agreement with Pasquale Ferro dated December 29, 2020(10)
10.4		Employment Agreement with Phil Scala dated December 29, 2020(10)
10.5		Commission Agreement with Andrew Holtmeyer(10)
10.6		Employment Agreement with Bradley Lebsock(10)
10.7		Memorandum of Understanding with Sam International and ZetrOZ Systems LLC(3)
10.8		Can B̅ Corp. 2020 Incentive Stock Option Plan(8)
10.9		Arena Securities Purchase Agreement(10)
10.10		ASOF Original Issue Discount Senior Secured Convertible Promissory Note(10)
10.11		ASOF Warrant to Purchase Common Stock(10)
10.12		ASOP Original Issue Discount Senior Secured Convertible Promissory Note(10)
10.14		ASOP Warrant to Purchase Common Stock(10)
10.15		Arena Security Agreement(10)
10.16		Arena Intellectual Property Security Agreement(10)
10.17		Arena Registration Rights Agreement(10)
10.18		Arena Holding Escrow Agreement(10)
10.19		Arena Guaranty Agreement from Company Subsidiaries(10)
10.20		Amendment to 2020 ASOF Promissory Note(11)
10.21		Amendment to 2020 ASOP Promissory Note(11)
10.22		2021 Arena Securities Purchase Agreement(11)
10.23		2021 ASOF Original Issue Discount Senior Secured Convertible Promissory Note(11)
10.24		2021 ASOF Warrant to Purchase Common Stock(11)
10.25		2021 ASOP Original Issue Discount Senior Secured Convertible Promissory Note(11)
10.26		2021 ASOP Warrant to Purchase Common Stock(11)
10.27		2021 Arena Registration Rights Agreement(11)
10.28		2021 Addendum to Arena Security Agreement(11)
10.29		2021 Addendum to Arena Intellectual Property Security Agreement(11)
10.30		2021 Addendum to Arena Guaranty Agreement from Company Subsidiaries(11)
10.31		Asset Acquisition Agreement with Imbibe(10)
10.32		Equipment Acquisition Agreement with TWS(12)
10.33		Promissory Note to TWS(12)
10.34		Asset Purchase Agreement with MCB(12)

10.35		Commercial Lease with Makers Developments LLC(13)
10.36		Single-Tenant NNN Lease Agreement with CS2 Real Estate Holdings, LLC(13)
10.37		Commercial Lease with Red Road Business Park(13)
10.38		Asset Acquisition Agreement with various Sellers (Botanical Biotech)(10)
10.39		PrimeX Distribution Agreement(15)
10.40		American Development Partners development agreement(15)
10.41		Mast Hill Securities Purchase and Related Agreements(14)
10.42		Blue Lake Partners Securities Purchase and Related Agreements(14)
10.43		Blue Lake Partners Securities Purchase and Related Agreements(16)
10.44		Extension and Amendment to Arena Transactional Documents(16)
14.1		Code of Ethics(1)
21.1		List of Subsidiaries(10)
31.1		Chief Executive Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Chief Financial Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema ~~Document~~
101.CAL		Inline XBRL Taxonomy Extension Calculation ~~Linkbase Document~~
101.DEF		Inline XBRL Taxonomy Extension Definition ~~Linkbase Document~~
101.LAB		Inline XBRL Taxonomy Extension ~~Label Linkbase Document~~ Labels
101.PRE		Inline XBRL Taxonomy Extension Presentation ~~Linkbase Document~~
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

(1)	Filed with the Annual Report on Form 10-K filed with the SEC on April 2, 2020 and incorporated herein by reference.
* filed(2)	Filed with the Form S-1 Registration Statement filed with the SEC on December 2, 2015 and incorporated herein by reference. **
(3)	Filed with the Current Report on Form 8-K filed with the SEC on January 30, 2019 and incorporated herein by reference.
(4)	Filed with the Current Report on Form 8-K filed with the SEC on December 6, 2019 and incorporated herein by reference.
(5)	Filed with the Current Report on Form 8-K filed with the SEC on February 18, 2020 and incorporated herein by reference.
(6)	Filed with the Current Report on Form 8-K filed with the SEC on January 15, 2019 and incorporated herein by reference.
(7)	Filed with the Form 1-A/A, Part II, filed with the SEC on July 17, 2020 and incorporated herein by reference.
(8)	Filed with the Form 1-A POS, Part II, filed with the SEC on September 11, 2020 and incorporated herein by reference.
(9)	Filed with the Current Report on Form 8-K filed with the SEC on November ~~15, 2017~~23, 2020 and incorporated herein by reference. ~~***~~
(10)	Filed with the Annual Report on Form 10-K filed with the SEC on April 15, 2022 and incorporated herein by reference.
(11)	Filed with the Quarterly Report on Form 10-Q filed with the SEC on May 21, 2021 and incorporated herein by reference.
(12)	Filed with the Current Report on Form 8-K filed with the SEC on ~~October 18, 2017~~August 17, 2021 and incorporated herein by reference.
(13)	Filed with the Current Report on Form 8-K filed with the SEC on September 1, 2021 and incorporated herein by reference.
(14)	Filed with the Current Report on Form 8-K filed with the SEC on March 31, 2022 and incorporated herein by reference.
(15)	Filed with the Form 10-K filed with the SEC on April 15, 2022 and incorporated herein by reference.
(16)	Filed with the Current Report on Form 8-K filed with the SEC on April 29, 2022 and incorporated herein by reference.

SIGNATURES

~~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.

~~Date: November 20, 2017~~

	Can B Corp.
~~CANBIOLA, INC.~~
Date: August 22, 2022
By:	/s/ Marco Alfonsi
		Marco Alfonsi,
		Chief Executive Officer

Date: August 22, 2022	By:	/s/ Stanley L. Teeple
		Stanley L. Teeple,
		Chief Financial Officer


Canbiola, Inc. and Subsidiary Consolidated Balance Sheets
	September 30,	December 31,
	2017	2016
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$ 4,225	$ 30,193
Accounts receivable, less allowance for doubtful accounts of $0 and $0, respectively	22,030	13,742
Inventory	12,417	-
Prepaid expenses	62,134	2,500
Total current assets	100,806	46,435

Property and equipment, at cost less accumulated
depreciation of $19,442 and $17,021, respectively	11,954	14,375

Other assets:
Security deposit	11,687	11,687
Note receivable	39,000	39,000
Intangible assets, net of accumulated
amortization of $37,926 and $34,947, respectively	22,502	25,481
Total other assets	73,189	76,168

Total assets	$ 185,949	$ 136,978

Liabilities and Stockholders' Equity
Current liabilities:
Notes and loans payable	$ 162,604	$ 58,315
Derivative Liability	279,928	352,688
Accounts payable	135,683	54,714
Accrued officers compensation	188,750	134,750
Other accrued expenses payable	65,691	51,099
Total current liabilities and total liabilities	832,656	651,566
Commitments and contingencies (Notes 7 and 12)

Stockholders' equity (deficit):
Preferred stock, no par value; authorized 5,000,000 shares: Series A Preferred stock, no par value:
authorized 20 shares, issued and outstanding
10 and 10 shares, respectively	103,664	103,664
Common stock, no par value; authorized
750,000,000 shares, issued and outstanding
171,072,323 and 146,008,250 shares, respectively	12,223,631	11,889,505
Accumulated deficit	(12,974,002)	(12,507,757)
Total stockholders' equity (deficit)	(646,707)	(514,588)

Total liabilities and stockholders' equity (deficit)	$ 185,949	$ 136,978
See notes to consolidated financial statements.


Canbiola, Inc. and Subsidiary
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
	Nine Months Ended September 30,			Three Months Ended September 30,
		2017	2016		2017	2016
Revenues
Service Revenue		$ 43,507	$ 71,990		$ 1,800	$ 24,327
Product Sales		22,433	-		20,298	-
Total Revenues		$ 65,940	$ 71,990		$ 22,098	$ 24,327

Operating cost and expenses:
Cost of product sales		11,698	-		10,559	-
Officers and directors compensation and payroll taxes (including
stock - based compensation of $0, $0, $0 and $0 respectively		58,209	159,463		19,377	38,897
Consulting fees (including stock-based compensation of $113,438
$30,000, $76,209 and $0 respectively)		182,491	98,473		110,709	4,104
Advertising expense		35,312	10,301		13,802	5,551
Hosting expense		17,619	20,465		2,932	8,325
Rent expense		48,795	48,795		16,265	16,265
Professional fees		70,706	36,787		7,970	20,050
Depreciation of property and equipment		2,421	2,459		807	806
Amortization of intangible assets		2,979	2,980		993	993
Other		81,161	34,911		20,642	13,464

Total operating expenses		511,391	414,634		204,056	108,455

Loss from operations		(445,451)	(342,644)		(181,958)	(84,128)

Other income (expense):
Interest income		879	877		293	292
Loss on debt conversion		(32,383)	-		(32,383)	-
Income (expense) from derivative liability		252,010	-		305,665	-
Interest expense (including amortization of debt discounts of $219,288, $0, $66,183 and $0 respectively)		(241,300)	(375)		(73,514)	(125)



Other income (expense) – net	(20,794)	(502)	200,061	167

Income (loss) before provision for income taxes	(466,245)	(342,142)	18,103	(83,961)

Provision for income taxes	-	-	-	-

Net income (loss) and comprehensive income (loss)	$ (466,245)	$ (342,142)	$ 18,103	$ (83,961)

Net income (loss) per common share – basic and diluted
Basic	$ (0.00)	$ (0.00)	$ 0.00	$ (0.00)
Diluted	$ (0.00)	$ (0.00)	$ 0.00	$ (0.00)

Weighted average common shares outstanding –
Basic	156,928,795	146,009,710	164,000,506	146,012,598
Diluted	273,703,025	146,009,710	289,732,512	146,012,598

See notes to consolidated financial statements.


Canbiola, Inc. and Subsidiary
Consolidated Statements of Cash Flows (Unaudited)
	Nine Months Ended September 30,
	2017	2016
Operating Activities:
Net income (loss)	$ (466,245)	$ (342,142)
Adjustments to reconcile net income (loss) to net
cash used in operating activities:
Stock-based compensation, net of prepaid stock based consulting fees	113,438	30,000
Loss on debt conversion	32,383	-
Expense (income) from derivative liability	(252,010)	-
Depreciation of property and equipment	2,421	2,460
Amortization of intangible assets	2,979	2,980
Amortization of debt discounts	219,288	-
Changes in operating assets and liabilities:
Accounts receivable	(8,288)	(2,981)
Inventory	(12,417)	-
Prepaid expenses	2,500	9,671
Accounts payable	80,973	66,819
Accrued officers compensation	54,000	116,750
Other accrued expenses payable	25,760	12,612

Net cash used in operating activities	(205,218)	(103,831)

Investing Activities:
Net cash used in investing activities	-	-

Financing Activities:
Proceeds received from notes and loans payable	179,250	86,933

Net cash provided by financing activities	179,250	86,933

Increase (decrease) in cash and cash equivalents	(25,968)	(16,898)

Cash and cash equivalents, beginning of period	30,193	18,373

Cash and cash equivalents, end of period	$ 4,225	$ 1,475

SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid	$ -	$ -
Interest paid	$ -	$ -

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock in satisfaction of debt	$ 115,000	$ -

Issuance of common stock in satisfaction of accrued interest	$ 11,168	$ -

Issuance of common stock in satisfaction of accounts payable	$ -	$ 47,174
See notes to consolidated financial statements.


	September 30, 2017	December 31, 2016
Video conferencing software acquired by Prosperity in December 2009	$ 30,000	$ 30,000

Enterprise and audit software acquired by Prosperity in April 2008	20,000	20,000

Patent costs incurred by CANB	6,880	6,880

Other	3,548	3,548

Total	60,428	60,428

Accumulated amortization	(37,926)	(34,947)

Net	$ 22,502	$ 25,481


	September 30, 2017	December 31, 2016
Convertible note payable to lender dated February 1, 2016 (as amended December 21, 2016), interest at 12% per annum, due February 1, 2017, convertible into Common Stock at a Conversion Price equal to the Lesser of (i) $0.01 per share or (ii) 50% of the lowest Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date –fully converted at February 13, 2017	$ -		$ 3,571

Convertible notes payable to lender dated from March 15, 2016 (as amended June 2, 2016) to September 13, 2017, interest at rates ranging from 12% to 14.99% per annum, due from April 6, 2017 to March 13, 2018, partially converted at March 22, 2017 and the remaining notes convertible into Common Stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date – net of unamortized debt discount of $1,643 and $34,411, respectively	35,357		39,839

Convertible notes payable to lender dated February 1, 2016 (as amended December 21, 2016) and December 21, 2016, interest at 12% per annum, due February 1, 2017 and May 20, 2017, convertible into Common Stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date – net of unamortized debt discount of $0 and $58,095, respectively	65,000		6,905

Convertible notes payable to Pasquale and Rosemary Ferro dated from May 2, 2017 to November 3, 2017, interest at 12% per annum, due from September 16, 2017 to May 7, 2018, convertible into Common Stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date – net of unamortized debt discount of $40,883 and $0, respectively	50,617		-

Convertible note payable to lender dated August 8, 2017 interest at 12% per annum, due August 8, 2018, convertible into Common Stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date – net of unamortized debt discount of $21,370 and $0, respectively	3,630		-

Note payable to brother of Marco Alfonsi, Chief Executive Officer of the Company, interest at 10% per annum, due August 22, 2016 (now past due)	5,000		5,000

Loan payable to Mckenzie Webster Limited (“MWL”), an entity controlled by the former Chairman of the Board of Directors of the Company, non-interest bearing, due on demand	3,000		3,000
Total	$ 162,604		$ 58,315


	Face Value	Derivative Liability
Convertible notes payable to lender dated from March 15, 2016 (as amended June 2, 2016) to September 13, 2017, due from April 6, 2017 to March 13, 2018	$ 37,000	$ 39,539

Convertible notes payable to lender dated February 1, 2016 (as amended December 21, 2016) and December 21, 2016, due February 1, 2017 and May 20, 2017	$ 65,000	$ 67,889

Convertible notes payable to Pasquale and Rosemary Ferro dated from May 2, 2017 to November 3, 2017, due from September 16, 2017 to May 7, 2018	$ 91,500	$ 128,056

Convertible notes payable to lender dated August 8, 2017, due August 8, 2018	$ 25,000	$ 44,444

Totals	$ 218,500	$ 279,928


	Shares of Common Stock Exercisable Into
	Stock
	Options	Warrants	Total
Balance, December 31, 2015	200,000	307,500	507,500
Granted in 2016	-	-	-
Expired in 2016	(150,000)	(60,000)	(210,000)

Balance, December 31, 2016	50,000	247,500	297,500
Granted in 1Q, 2Q and 3Q 2017	-	-	-
Cancelled in 1Q, 2Q and 3Q 2017	-	-	-

Balance, September 30, 2017	50,000	247,500	297,500


Year	Number Outstanding	Exercise	Year of
Granted	And Exercisable	Price	Expiration
2009	50,000	1.00	2019

Total	50,000


	September 30, 2017	December 31, 2016
Net operating loss carryforward	1,344,080	1,220,479

Valuation allowance	(1,344,080)	(1,220,479)

Net	$ -	$ -