As filed with the Securities and Exchange Commission on ______, 2018 Commission File No._______August 7, 2023

U.S. Registration No. ____________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

Registration Statement under the Securities Act

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Soul Biotechnology Corp.

(Exact name of 1933

ADORBS INC.

(Name of issuerRegistrant as specified in its charter)

Adorbs Inc.

234 E. Beech StreetFourth Ave. N, Saskatchewan, Canada S3N 2V7

Long Beach, NY 11561Tel: (306)563-4123

516-544-2812

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Vcorp Services, LLCCopies to:

701 S. Carson Street, Suite 200

Carson City, NV 89701 (888) 528-2677

(Name, address and phone number of agent for service)

Copies of communications to:

McMurdo Law Group, LLC

1185 Avenue of the Americas, 3^rd3rd Floor

New York, NY 10036

(917) 318-2865

Approximate date of commencement of proposed sale to the public: As soon as practicable after the registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following boxbox. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

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

Calculation of registration fee

(1) Fee calculated in accordance with Rule 457(a)7(a)(2)(B) of the Securities Act of 1933. Proposed offering price used for calculating the registration fee.Act. ☐

WE HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL WE SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The registrant hereby amendsinformation in this Registration Statement on the date or dates asprospectus (this “Prospectus”) is not complete and may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 orchanged. We may not sell these securities until the registration statement shall become effective onfiled with the date asSecurities and Exchange Commission (the “SEC”) is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the Commission, acting pursuant to said Section 8(a), may determine.offer or sale is not permitted.

The information in this prospectus is not complete and may be changed. The RegistrantWe may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we areis not soliciting an offer to buy these securities in any state or other jurisdiction where the offeroffers or sale issales are not permitted.

Preliminary Prospectus,SUBJECT TO COMPLETION, DATED August 7, 2023 Subject to completion January 19, 2018

ADORBS INC.Soul Biotechnology Corp.

20,000,000 Shares of Common Stock, $0.20 par value per share

This is a public offering of Soul Biotechnology Corp. (also known as Adorbs Inc.) (“Adorbs”Soul Biotech,” or the “Company”) is. We are offering a maximum of 20,000,000 shares of our common stockCommon Shares at $.01$0.20 per share (the “Shares”), in a best effort, direct public offering, by our officerofficers and director.directors for the Company and the Company’s management. There is no minimum proceeds threshold for the offering. The offering will terminate within 360 days from the date of this prospectus. The Company will retain all proceeds received from thesethe shares sold on their account in this offering. The Company has not made any arrangements to place the proceeds in an escrow or trust account. Any proceeds received in this offering may be immediately used by the Company in its sole discretion. There are no minimum purchase requirements for each investor. All proceeds retained by the Company may not be sufficient to continue operations.

Adorbs isOur Shares are not currently an “emerging growth company”traded on any national securities exchange, but are quoted on OTCPink, under the Jumpstart Our Business Startups Act (the “JOBS Act”). The Companysymbol “ADOB,” although a bid price and ask price has decided that it will opt out of the extended transition period for complying with new or revised accounting standards pursuantyet to Section 107(b). The Company understands that this election is irrevocable.be posted.

The Company is not a blank check company because it has a specific business purpose and has no plans or intention to merge with an operating company. None of the Company’s shareholders have plans to enter a change of control or change of management. None of our current management has previously been involved with a development stage company that did not implement its business plan, that generated no or minimal revenues or was engaged in a change of control.

There is currently no public market for our shares of common stock.

The Company intends to engage a market maker to establish a public market for the shares being offered herein by listing on the OTC Markets, specifically the OTCQB. To be quoted on the OTCQB, a market maker must file an application on the Company’s behalf to make a market in the common stock. There is no guarantee that the Shares will ever be quoted on the OTCQB or any exchange.

The shares being offered are highly speculative and they involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. See “Risk Factors” beginning on page 8.

(1) Our shares in this offering will be sold exclusively by our officer and director for no compensation. There are no underwriting commissions involved in this offering.

(2) The proceeds to us are shown before deduction for legal, accounting, printing and other expenses estimated at $15,000. Adorbs does not plan to use this offering prospectus before the effective date.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is January 19, 2018

You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the common stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any common stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained by reference to this prospectus is correct as of any time after its date.

Until ________, 2018, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PROSPECTUS SUMMARY

The information presented is a brief overview of the key aspects of the offering. The prospectus summary contains a summary of information contained elsewhere in this prospectus. You should carefully read all information in the prospectus, including the financial statements and the notes to the financial statements under the Financial Statements section beginning on page 31 prior to making an investment decision.

General Information about our Company

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

Former management was comprised of Adorbs is bright, basic & comfortable organic clothes, if the price of organic material makes financial sense, including wearable and comfortable cute clothes, leggings, t-shirt, sweatshirts, skirts, dresses, and onesies (the “Clothing Line”). The clothing has and will have basic bold colors, such as black, red, orange, yellow, green, grey, blue, purple, and fuchsia. It includes and will include, a variety of ideas with patch work, appliqué, food, emojis, animals, letters, words. This way, a child could tell a story about their clothing.

Furthermore, the Company has applied for the word mark ADORBS: U.S. Application Serial No. 87/752,589, as well as the Adorbs logo: U.S. Application Serial No. 87/752,591.

Adorbs is currently an “emerging growth company” under the JOBS Act. A company loses its “emerging growth company” status on (i) the last day of the fiscal year during which it had total annual gross revenues of $1,000,000,000 or more; (ii) the last day of the fiscal year following the fifth anniversary of the date of its first sale of common equity securities pursuant to an effective registration statement under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the date on which it has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or (iv) the date on which it is deemed to be a ‘large accelerated filer’, as defined in section 240.12b– 2 of title 17, Code of Federal Regulations, or any successor thereto. As an “emerging growth company,” Adorbs is exempt from certain obligations of the Exchange Act including those found in Section 14A(a) and (b) related to shareholder approval of executive compensation and golden parachute compensation. Furthermore, Section 103 of the JOBS Act provides that as an “emerging growth company”, Adorbs is not required to comply with the requirement to provide an auditor’s attestation of ICFR under Section 404(b) of the Sarbanes-Oxley Act for as long as Adorbs qualifies as an “emerging growth company.” However, an “emerging growth company” is not exempt from the requirement to perform management’s assessment of internal control over financial reporting.

Adorbs plans to market the Clothing Line via Amazon, Zulily, our own website, local clothing stores and local community events. Adorbs plans to position itself deep in the children’s clothing industry by introducing new styles and designs on an ongoing basis, while continuing to utilize mostly organic materials, if fiscally responsible.

Current management is comprised oftwo people, Rebecca Jill Lazar, President.President; and Michael Lazar, Chief Financial Officer. Due to the development stage of the Company, Ms. Lazar distributesspent part of her time toward the everyday operations and forward movement of the corporation. Ms. Lazar’s responsibilities includeincluded acting as the company’sCompany’s creative designer as well as determining the overall design direction of the company and its marketing strategy. Ms. Lazar has cultivated relationships with children’s clothing stores and manufacturers. Ms. Lazarmanufacturers and her relationships with targeted consultants should help her in her efforts to further the development of operations during the development stage of the Company.

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

Adorbs has identified the following challenges to its success:

The Company believes that raising $200,000 through the best efforts sale of common equity is sufficient for the Company to become operational and sustain operations through the next twelve (12) months. The capital we are raising has been budgeted to increase the Clothing Line and to become a fully reporting company. Unfortunately, there can be no assurance that the actual expenses incurred will not materially exceed our estimates or that cash flow from services will be adequate to maintain our business. As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors’ report to the financial statements included in the registration statement.

Adorbs currently has one officer and director. This individual allocates time and personal resources to Adorbs on a part-time basis and devotes approximately 27 hours a week to the Company. Once the public offering is closed, Ms. Lazar plans to spendspent the time necessary to oversee the product development, manufacturing, sales, and marketing campaigns, website design, and direct the primary operations of the business.

On January 19, 2018, the Company filed a Form S-1 for registration of securities under the Securities Act of 1933. The S-1 was declared effective on March 14, 2018, and at that time the Company became a fully reporting public company. The Company filed its first Form 10-Q on May 10, 2018, for the period ended March 31, 2018, and subsequently filed all required reports until through the period ended March 31, 2019. On July 1, 2019, the Company filed a Form 15 to terminate its registration. Despite her best efforts, Ms. Lazar determined during the three months ended June 30, 2020, that the Company’s business plan was no longer viable. Subsequently, during July 2020, Ms. Lazar and her husband Michael Lazar resigned their positions executive positions with the Company and gifted their majority shareholdings for no consideration to Activist Investing LLC, an entity controlled by Michael Lazar’s brother, David Lazar. These shares were gifted in return for David Lazar’s commitment to provide funding to the Company going forward and for his expertise in managing and directing distressed companies.

AsActivist Investing LLC received 11,000,000 shares from Ms. Lazar, and 10,000,000 shares from Michael Lazar for a total of 21,000,000 shares. Based upon 23,889,500 shares outstanding, this effectively gave David Lazar 87.9% ownership of the dateCompany. Concurrently with the change of this Prospectus, Adorbscontrol, David Lazar was appointed as CEO and Director and is currently the only employee, officer, and director of the Company. As a result of these transactions, the Company become a “blank check” company.

On December 29, 2020, the Company’s Registration Statement on Form 10-12G was declared effective.

On February 10, 2022, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with MySpray Therapeutics Inc. (“MySpray”), a Saskatchewan, Canadian corporation, Nichol Martinuik (“Martinuik”) and Rachel Martinuik (“R. Martinuik”), the sole officers, directors, and shareholders of MySpray, Qatar Consulting Inc. & Company (“Qatar”), Broadway Creative Consultants Corp. (“Broadway”), and David Lazar (“Lazar”), as the sole officer and director of the Company and the managing member of Activist Investing LLC (“Activist”). Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of MySpray was exchanged for (i) 51,110,500 shares of common stock of the Company at the Closing, and (ii) an additional 569,889,500 shares of common stock of ADOB, was issued upon the increase in authorized shares of common stock of ADOB to 20,000,000, each of which was issued to Martinuik, R. Martinuik, Qatar, Broadway, and Activist, pro-rata, in accordance with the Share Exchange Agreement. The former stockholders of MySpray acquired a majority of the issued and outstanding common stock as a result of the share exchange transaction. The transaction has 21,000,000been accounted for as a recapitalization of the Company, whereby MySpray is the accounting acquirer.

Immediately after completion of such share exchange, the Company had a total of 644,889,500 issued and outstanding shares, with authorized share capital for common share of 20,000,000.

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

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

On May 5, 2022, the Company filed a Certificate of Amendment with the state of Nevada increasing its authorized shares from 75,000,000 to 20,000,000 shares of $0.001 par value common stock issuedstock. None of the additional 569,889,500 shares issuable under the terms of the Share Agreement, have been issued.

The Company changed its name with the State of Nevada to Soul Biotechnology Corporation on January 3, 2023.

MySpray creates innovative and outstanding. On November 29, 2017,clinically developed products for the global natural health community in the areas of immune function, mental health, and pain management and is currently the license holder of 9 Natural Product Numbers (NPN) through the Natural and Non-prescription Health Products Directorate division of Health Canada.

MySpray is preparing to expand formulas to support clinical trials along with the licensing for research and development in the fields of mental health and the impact of treatment protocols with phytonutrients, medicinal mushrooms, and psychedelic compounds under our current “MyShrooms” brand. Also, MySpray is attempting end-to-end capabilities from substrate for growth, genetics, research, extraction, formulations, delivery, and distribution of the finished product. This could allow MySpray to maintain high-quality control and enable us to:

Investing in our Shares involves a high degree of risk. See “Risk Factors” for a detailed discussion of certain risks that you should consider in connection with an investment in our Shares.

The Company issued 3,000,000 sharesis a Nevada holding company of 0.001 par value common stockMySpray, a Canadian operating company.

The Company’s year-end is December 31.

An investment in our securities is highly speculative, involves a high degree of risk and should be considered only by persons who can afford the loss of their entire investments. See “Risk Factors” beginning on page 11 of this prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Prospectus dated           , 2023

TABLE OF CONTENTS

You should rely only on information contained in this prospectus. We have not authorized anyone to provide you with additional information or information different from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities in any circumstances under which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted.

For investors outside the United States: We have not taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities covered hereby and the distribution of this prospectus outside of the United States.

The information in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates.

No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us.

We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourself about, and to observe any restrictions relating to, this offering and the distribution of this prospectus.

Until August __, 2023, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.

Market Expansion

To maximize the commercial potential of our therapies, we will implement comprehensive market expansion strategies:

Operational Excellence

Efficiency and operational excellence are vital to support our growth aspirations:

Soul Biotech’s growth plan centers on advancing research and development in novel formulations for mental health and performance, pain management, and immune function. Our focus on formulations with and without psilocybin in micro and macro dosages, along with DMSO and medicinal mushroom formulations, showcases our commitment to innovative therapies. By expanding our market presence, forging strategic partnerships, and optimizing operations, we aim to position Soul Biotech as a leading biotechnology company, providing effective and sustainable solutions to improve the well-being of individuals globally.

Our Services

Pain Management

The Termsgrowing baby-boomer population continues to drive demand for innovative and advanced pain relaxing medications around the western world. Additionally, the increasing number of hospitalization cases; unmet requirements for neuropathic pain management drugs; innovative and advanced applications of pain management therapies; increasing prevalence of various chronic diseases, such as cancer, and neurological problems; and increasing healthcare expenditure are also driving the growth of the Offeringglobal market. The growing numbers of mergers and acquisitions is a key trend observed in the market. Among the various therapeutic indications, the post-operative pain relief segment accounted for the largest share, and the low-back pain segment accounted for the second largest share in the global market.

Financial Summary

Risk Factors

This financial summary does not contain all the financial information that may be important to you. Therefore, you should carefully read all the information in this prospectus, including the financial statements and their explanatory notes before making an investment decision.

We derived the summary financial information from our financial statements appearing in the section in this prospectus entitled “Financial Statements.” You should read this summary financial information in conjunction with the section entitled “Management’s Discussion and Analysis,” our financial statements and related notes to the financial statements.

Statement of Operations Information:

As of December 31, 2017

Balance Sheet Information:

As of December 31, 2017

RISK FACTORS

An investment in our securities is highly speculative and subject to numerous and substantial risks. These risks are set forth below.common stock involves a high degree of risk. You should notcarefully consider the risks described below and the other information contained in this report before deciding to invest in the Company unless you can affordour common stock.

Risks Related to lose your entire investment. Readers are encouraged to review these risks carefully before making any investment decision.our Business

Risks Relating to Adorbs Inc.We have a limited operating history

Our Officer and Director has No Previous ExperienceWe have had limited recent operating history. We will, in the Management of a Company Providing Productsall likelihood, sustain operating expenses without corresponding revenues, at least for the Clothing Line in the Children’s Clothing Industry

Ms. Lazar has some experience in producing organic children clothing. However, she hasforeseeable future. We can make no specific experience in establishing and managing a public company engaged in producing mostly organic children’s clothing. Our management may not be fully aware of the specific requirements related to running a company within this industry, and the Company will be relying heavily on the experience and business acumen of the President to establish an effective ongoing business strategy for our future operations. Our management’s decisions and choices may not take into account standard procedures or managerial approaches companies commonly use. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management’s lack of experience in this field.

Uncertainty as a Going Concern

Our future existence remains uncertain and the report of our independent auditors on our financial statements for the period ended December 31, 2017 includes an explanatory paragraph relating to our ability to continue as a going concern. From inception,assurances that we have generated limited revenues, have suffered losses from operations and require additional financing. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet our obligations arising from normal business operations. There can be no assurance that Adorbs will be able to attain profitableeffectuate our strategies or otherwise to generate sufficient revenue to continue operations.

During the year ended December 31, 2021, MySpray’s total revenue was $81, and had a net loss of $45,798. During the year ended December 30, 2022, MySpray’s total revenue was $296,597, and had a net loss of $342,570.

Our estimates of capital, personnel, equipment, and facilities required for our proposed operations or raiseare based on certain other existing businesses operating under projected business conditions and plans. We believe that our estimates are reasonable, but it is not possible to determine the additional funding needed to fully implement our business plan.

Our Business Plan and Operational Structure May Change

As an emerging company, we continually analyzeaccuracy of such estimates at this point. In formulating our business plan, and operations inwe have relied on the light of current trends within the children’s clothing industry. As a resultjudgment of our ongoing analyses,officers and directors and their experience in developing businesses. We can make no assurances that we may decidewill be able to make substantial changes in ourobtain sufficient financing or implement successfully the business plan and operations. In the future, as we continue our internal analyses and as market conditions and our available capital change, we may decide to make organizational changes and/or alter some or all of our overall business plan. Currently, the Company has no intention of changing its business model or operational structure.

Limited Capital and Need for Additional Financing

The funds currently available to us are inadequate to further our business plan for the next twelve months. Until we have achieved revenuesdevised. Further, even with sufficient for us to break-even, we will notfinancing, there can be a self-sustaining entity, which could adversely impact our ability to be competitive in the organic children’s clothing space in which we operate. We require additional funding for continued operations and will therefore be dependent upon our ability to raise additional funds through bank borrowing, equity or debt financing or asset sales. We expect to access the public and private equity and/or debt markets periodically to obtain the funds we need to support our operations and continued growth. There is no assurance that we will be able to raise sufficient funds in this offering or to obtain additional funding when needed,operate our business on a profitable basis. We can make no assurances that our projected business plan will be realized or that such funding, if available, canany of our assumptions will prove to be obtainedcorrect.

We are subject to a variety of possible risks that could adversely impact our revenues, results of operations or financial condition. Some of these risks relate to general economic and financial conditions, while others are more specific to us and the industry in which we operate. The following factors set out potential risks we have identified that could adversely affect us. The risks described below may not be the only risks we face. Additional risks that we do not yet know of, or that we currently think are immaterial, could also have a negative impact on terms acceptableour business operations or financial condition. See also Statement Regarding Forward-Looking Disclosure.

We operate in a highly competitive industry.

The healthcare business is highly competitive and constantly changing. Our competitors include not only other large multinational healthcare companies, but also smaller entities that operate in local or regional markets as well as new forms of market participants.

Competitive challenges also arise from rapidly-evolving and new technologies in the natural health space, creating opportunities for new and existing competitors and a need for continued significant investment in research and development.

A number of our existing or potential competitors may have substantially greater financial, technical, and marketing resources, larger investor bases, greater name recognition, and more established relationships with their investors, and more established sources of deal flow and investment opportunities than we do. This may enable our competitors to: develop and expand their services and develop infrastructure more quickly and achieve greater scale and cost efficiencies; adapt more quickly to usnew or emerging markets and opportunities, strategies, techniques, technologies, and changing investor needs; take advantage of acquisitions and other market opportunities more readily; establish operations in new markets more rapidly; devote greater resources to the marketing and sale of their products and services; adopt more aggressive pricing policies; and provide clients with additional benefits at lower overall costs in order to continuegain market share. If our operationscompetitive advantages are not compelling or further our business plan. Ifsustainable and we require, but are unablenot able to obtain, additional financing in the future on acceptable terms, or at all,effectively compete with larger competitors, then we willmay not be able to continueincrease or sustain cash flow.

Our Brands and Products

Our brand and product strategy centers on our full portfolio of products designed to appeal to diverse sets of consumers. These brands and products will be tailored to comply with all requirements we expect to accompany use, such as the inclusion of health warnings on labels and restrictions on marketing.

Cross Border Sales Transactions

Cross border sales transactions carry a risk of changes in import tax and/or duties related to the import and export of our product, which can result in pricing changes, which will affect revenues and earnings. Cross border sales transactions carry other risks including, but not limited to, changing regulations, wait times, customs inspection and lost or damaged product

Direct-to-consumer.

We have a direct-to-consumer, or DTC, component of our sales, through our website, that are not made under supply agreements with corporations and private retailers. This makes a large portion on our business strategy, respondreliant on the speed and availability of our website and the ability of the Company to changing business or economic conditions, withstand adverse operating results or compete effectively. If we cannot obtain needed funds,meet orders.

Due to our involvement in the psychedelic compounds industry, we may be forcedhave a difficult time obtaining the various insurances that are desired to curtail or cease Adorbs activities altogether. When additional shares are issued to obtain financing, current shareholders will suffer a dilutive effect on their percentage of stock ownership. There is no certainty that our expenditures will result in a profitable business as proposed.

Adorbs May Incur Losses for the Foreseeable Future

We expect to incur operating losses in future periods as we incur significant expenses associated with the initial startup of our business. Our expenses will continue to increase as we continue to develop the operations necessary to furtheroperate our business, plan. We cannot now determinewhich may expose us to additional risk and financial liabilities.

Insurance that is otherwise readily available, such as workers’ compensation, general liability, and directors’ and officers’ insurance, is more difficult for us to find and more expensive, because we are in the amount by which our expenses will increase as we grow and hire additional employees, implement our marketing plans, pursue research and developmentregulated cannabis industry. While the Company currently has all of our products, etc. Further, we cannot guaranteethe insurance required to operate, there are no guarantees that we will be successfulable to keep such insurances in realizing revenuesthe future, or that the cost will be affordable to us. If we are forced to go without such insurances, it may prevent us from entering into certain business sectors, may inhibit our growth, and may expose us to additional risk and financial liabilities.

We cannot predict every event and circumstance that may affect our business, and therefore, the risks and uncertainties discussed herein may not be the only ones you should consider.

We are not an expert in achieving the cannabis industry. Therefore, as we commence the operation of our business, we may encounter risks of which we are not aware at this time, which could have a material adverse impact on our business.

Additional Financing Requirements are possible.

From time to time, in order to expand operations to meet customer demand, the Company will need to incur additional capital expenditures. These capital expenditures are intended to be funded from third party sources, including the incurring of debt and/or sustaining positivethe sale of additional equity securities. In addition to requiring additional financing to fund capital expenditures, the Company may require additional financing to fund working capital, research and development, sales and marketing, general and administrative expenditures and operating losses. The incurrence of debt creates additional financial leverage and therefore an increase in the financial risk of the Company’s operations. The sale of additional equity securities will be dilutive to the interests of current equity holders. In addition, there can be no assurance that such additional financing, whether debt or equity, will be available to the Company or that it will be available on acceptable commercial terms. Any inability to secure such additional financing on appropriate terms could have a materially adverse impact on the business, financial condition and operating results of the Company.

Our growth depends on external sources of capital, which may not be available on favorable terms or at all. In addition, investors, banks and other financial institutions may be reluctant to enter into any lending or financial transactions with us, because we are in the psychedelic compounds business. If any of the source of funding is unavailable to us, our growth may be limited, and our operating profit may be impaired.

We may not be in a position to take advantage of attractive investment opportunities for growth if we are unable, due to global or regional economic uncertainty, changes in the state or federal regulatory environment relating to the cannabis industry, our own operating or financial performance or otherwise, to access capital markets on a timely basis and on favorable terms or at all. Because we intend to grow our business, this limitation may require us to raise additional equity or incur debt at a time when it may be disadvantageous to do so.

Our access to capital will depend upon a number of factors over which we have little or no control, including general market conditions and the market’s perception of our current and potential future earnings. If general economic instability or downturn leads to an inability to obtain capital to finance, the operation could be negatively impacted. In addition, investors, banks and other financial institutions may be reluctant to enter into financing transactions with us, because we intend to acquire properties for the use in the cultivation and production of cannabis. If this source of funding is unavailable to us, our growth may be limited.

Our ability to raise funding is subject to all of the above factors and will also be affected by our future financial position, results of operations and cash flows. All of these events would have a material adverse effect on our business, financial condition, liquidity and results of operations.

The COVID-19 pandemic could have a material adverse impact on our business, results of operations, and financial condition.

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China. In January 2020, the WHO declared the COVID-19 outbreak a “Public Health Emergency of International Concern.” This worldwide outbreak has resulted in the implementation of significant governmental measures, including lockdowns, closures, quarantines, and travel bans intended to control the spread of the virus. Companies are also taking precautions, such as requiring employees to work remotely, imposing travel restrictions, and temporarily closing businesses and facilities. These restrictions, and future prevention and mitigation measures, have had an adverse impact on global economic conditions and are likely to have an adverse impact on consumer confidence and spending, which could materially adversely affect the supply of, as well as the demand for, our products. Uncertainties regarding the economic impact of COVID-19 are likely to result in sustained market turmoil, which could also negatively impact our business, financial condition, and cash flow.

Our raw materials used in our products come from Canada. The impact of COVID-19 on these sources, or any of our customers, distributors and resellers, or transportation or logistics providers, may negatively affect the price and availability of our ingredients and/or packaging materials and impact our supply chain. If the disruptions caused by COVID-19 continue for an extended period of time, our ability to meet the demands of our consumers may be materially impacted. To date, we have not experienced any reduction in the available supply of our products.

Additionally, many of our employees, including members of our management team, have been working remotely as a result of the closure of our offices and warehouses in compliance with local and state regulations in response to the COVID-19 pandemic. If our operations or productivity become, or continue to be, impacted throughout the duration of the COVID-19 outbreak and government-mandated closures, which may negatively impact our business, financial condition, and cash flow. The extent to which the COVID-19 pandemic will further impact our business will depend on future developments and, given the uncertainty around the extent and timing of the potential future spread or mitigation and around the imposition or relaxation of protective measures, we cannot reasonably estimate the impact to our business at this time.

The extent of the effect of COVID-19 on our operational and financial performance will depend on future developments, including the duration, spread, and intensity of the outbreak, all of which are uncertain and difficult to predict considering the rapidly evolving landscape. As a result, it is not currently possible to ascertain the overall impact of COVID-19 on our business. However, if the pandemic continues for a prolonged period, it could have a material adverse effect on our business, results of operations, financial condition, and cash flow and adversely impact the quoted price of our Common Stock.

Any future indebtedness reduces cash available for distribution and may expose us to the risk of default under debt obligations that we may incur in the future.

Payments of principal and interest on borrowings that we may incur in the future may leave us with insufficient cash resources to operate the business. Our level of debt and the limitations imposed on us by debt agreements could have significant material and adverse consequences, including the following:

If any timeone of these events were to occur, our financial condition, results of operations, cash flow, and our ability to make distributions to our shareholders could be materially and adversely affected.

Our results of operations are highly susceptible to unfavorable economic conditions.

We are exposed to risks associated with weak or uncertain regional or global economic conditions and disruption in the financial markets. The global economy continues to be challenging in some markets. Uncertainty about the continued strength of the global economy generally, or economic conditions in certain regions or market sectors, and a degree of caution on the part of some marketers, can have an effect on the demand for advertising and marketing communication services. In addition, market conditions can be adversely affected by natural and human disruptions, such as natural disasters, severe weather events, military conflict or public health crises. Our industry can be affected more severely than other sectors by an economic downturn and can recover more slowly than the economy in general. In the past, some clients have responded to weak economic and financial conditions by reducing their marketing budgets, which include discretionary components that are easier to reduce in the short term than other operating expenses. This pattern may recur in the future. Any such failure couldFurthermore, unexpected revenue shortfalls can result in misalignments of costs and revenues, resulting in a negative impact to our operating margins. If our business is significantly adversely affected by unfavorable economic conditions or other market disruptions that adversely affect client spending, the possible closurenegative impact on our revenue could pose a challenge to our operating income and cash generation from operations.

We may lose or fail to attract and retain key employees and management personnel.

Our employees, including our healthcare professionals, are among our most valuable assets. An important aspect of our competitiveness is our ability to identify and develop the appropriate talent and to attract and retain key employees and management personnel. Our ability to do so is influenced by a variety of factors, including the compensation we award and factors which may be beyond our control. Changes to immigration policies or travel restrictions imposed as a result of public health, political or security concerns, that restrain the flow of professional talent may inhibit our ability to staff our offices or projects. In addition, the healthcare industry is characterized by a high degree of employee mobility and significant use of third-party or temporary workers to staff new, growing or temporary assignments. If we were to fail to attract key personnel or lose them to competitors or clients, or fail to manage our workforce effectively, our business and results of operations could be adversely affected.

If our clients experience financial distress, or force usseek to seek additional capital through loanschange or additional salesdelay payment terms, it could negatively affect our own financial position and results.

At any given time, one or more of our equity securities to continue business operations, which would dilute the valueclients may experience financial difficulty, file for bankruptcy protection or go out of the shares for current shareholders.

Changes in U.S., Global, or Regional Economic Conditions

We are susceptible to adverse impacts caused by domestic and/or internationalbusiness. Unfavorable economic downturns (including the current challenging economic landscape) in the children’s clothing markets in which we operate. A decline in economic activity in the U.S. and other regions of the world can adversely affect demand for Clothing Line, thus reducing our revenue. Additionally, an increase in price levels generally, or in price levels in a particular sector, such as the mostly organic materials,financial conditions could result in an increase in client financial difficulties that affect us. The direct impact on us could include reduced revenues and write-offs of accounts receivable and expenditures billable to clients, and if these effects were severe, the priceindirect impact could include impairments of the products we offer or the types of products we offer, whichintangible assets, credit facility covenant violations and reduced liquidity.

International business risks could also adversely affect our revenuesoperations.

We are a global business. Operations outside Canada and the United States represent a significant portion of our net revenues. These operations are exposed to risks that include local legislation, currency variation, exchange control restrictions, local labor and employment laws that hinder workforce flexibility, large-scale local or regional public health crises, and other difficult social, political or economic conditions. We also must comply with applicable U.S., local and other international anti-corruption laws. These restrictions can place us at a competitive disadvantage with respect to those competitors who may not be subject to comparable restrictions. Failure to comply or to implement business practices that sufficiently prevent corruption or violation of sanctions laws could result in significant remediation expense and expose us to significant civil and criminal penalties and reputational harm.

We may not be able to meet our performance targets and milestones.

From time to time, we communicate to the public certain targets and milestones for our financial and operating performance that are intended to provide metrics against which to evaluate our performance. They should not be understood as predictions or guidance about our expected performance. Our ability to meet any target or milestone is subject to inherent risks and uncertainties, and we caution investors against placing undue reliance on them. See Statement Regarding Forward-Looking Disclosure.

We have limited personal liability.

Our Certificate of Incorporation and Bylaws generally provide that the liability of our officers and directors will be eliminated to the fullest extent allowed under law for their acts on behalf of our Company.

Our financial performance is dependent on the conditions of the healthcare industry.

The results of our business is influenced by a number of external factors including fluctuations in material costs, labor costs, foreign currency exchange rates, customer attrition, raw material and energy costs, global credit market conditions, and other global and political factors, including trade policies. A slowdown in building and remodeling activity can adversely affect the financial performance of our company.

There are implications of being an emerging growth company.

As a company with less than $2.0 billion in revenue during its last fiscal year, we qualify as an “emerging growth company” as defined in the JOBS Act. For as long as a company is deemed to be an emerging growth company, it may take advantage of specified reduced reporting and other regulatory requirements that are generally unavailable to other public companies. These provisions include:

An emerging growth company is also exempt from Section 404(b) of the Sarbanes Oxley Act, which requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting. Similarly, as a Smaller Reporting Company we are exempt from Section 404(b) of the Sarbanes-Oxley Act and our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until such time increase our costs. Economic conditionsas we cease being a Smaller Reporting Company.

As an emerging growth company, we are exempt from Section 14A (a) and (b) of the Exchange Act which require stockholder approval of executive compensation and golden parachutes.

Section 107 of the JOBS Act provides that an emerging growth company can also impairtake advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We would cease to be an emerging growth company upon the earliest of:

Risks Related to Regulation

United States Federal law prohibits the use of psychedelic compounds for the purposes in which the Company may engage.

As of the date of this prospectus, the policy and regulations of the Federal government and its agencies are that psychedelic compounds have no benefit and a range of activities including cultivation and use of psychedelic compounds for personal use is prohibited on the basis of federal law. Active enforcement of the current federal regulatory position on psychedelic compounds on a regional or national basis may directly and adversely affect the ability of thoseCompany to develop its business plan in the U.S.

Current favorable laws relating to cultivation and production of psychedelic compounds may be modified or eliminated in the future which may have adverse impact to us.

Relevant laws related to psychedelic compounds may be amended or repealed, or new laws may be enacted in the future to eliminate existing laws permitting psychedelic compounds. Any changes in laws that reduce or eliminate the ability to cultivate and produce psychedelic compounds would depress our business. In addition, we would realize an economic loss from such change of the regulations.

Psychedelic compounds remain illegal under U.S. federal law, and therefore, strict enforcement of federal laws regarding psychedelic compounds would likely result in our inability to execute our business operation.

Laws and regulations affecting the psychedelic compounds industry are constantly changing, which could materially adversely affect our proposed operations, and we cannot predict the impact that future regulations may have on us.

Relevant laws and regulations are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with whom we anticipate to docompliance or alter our business to satisfy their obligations to us. There canplan. In addition, violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our operations. It is also possible that regulations may be no assuranceenacted in the future that we will survive any such economic downturn, or if we do survive, that we will be capabledirectly applicable to our proposed business. We cannot predict the nature of executingany future laws, regulations, interpretations or furthering, to any meaningful degree, the originally conceived business plans.applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our business.

Changes in PublicApplicable state and Consumer Tastes and Preferences for Organic Children’s Clothinginternational laws may prevent us from maximizing our potential income.

We manufacture mostly organic children’s clothing whose success depends substantially on consumer tastes and preferences that change in often unpredictable ways. For purposes of demand and marketability, utilizing a trend/genre that is currentlyDepending on the edgelaws of popularity is vital, as the success of our business will depend on our ability to consistently createeach particular State and sell clothing that meets the changing preferences of the broad consumer market. Moreover, since we create our products on-spec (non-commissioned and unsolicited), we may invest considerable time and efforts before we learn the extent to which our product will earn consumer acceptance. If our products do not achieve sufficient consumer acceptance, our revenue from the sale of our products may decline or fail to grow to the extent we anticipate and thereby adversely affect the profitability of our business.

Lack of Diversification

Currently, Adorbs has no employees and its management consists of one member – our sole officer and director Rebecca Jill Lazar. Our size makes it unlikely that we will be able to commit our funds to diversify the business until Adorbs has a proven track record, andcountry, we may not be able to achievefully realize our potential to generate profit. Furthermore, cities and counties are being given broad discretion to ban certain psychedelic compounds activities. Even if these activities are legal under specific State law, specific cities and counties may ban them. Depending on the same levellaws of diversification as larger entities engaged in similar businesses.

Competition from Other Clothing Companies

The clothing industry is intensely competitive and fragmented. Whileinternational countries, we are different because of the mostly organic material we use, or plan to use, we will compete against a large number of well-established companies with greater product and name recognition and with substantially greater financial, marketing and distribution capabilities than ours, as well as against a large number of small and specialty businesses engaged in producing specialize children’s clothing in a similar manner as Adorbs. We cannot assure you that we willmight not be able to compete effectivelyfully realize our potential to generate profit.

Compliance with any competitorenvironmental laws could materially increase our operating expenses.

There may be environmental conditions associated with properties we acquire of which we are unaware. If environmental contamination exists on properties we acquire, we could become subject to liability for the contamination. Such environmental liability exposure associated with properties we acquire could harm our business, financial condition, liquidity and results of operations.

We are subject to industry regulations and other legal or reputational risks that could restrict our activities or negatively impact our performance or financial condition.

Our industry is subject to government regulation and other governmental action, both domestic and foreign. Advertisers and consumer groups may challenge advertising through legislation, regulation, judicial actions or otherwise, for example on the grounds that the competitive pressures facedadvertising is false and deceptive or injurious to public welfare. Our business is also subject to specific rules, prohibitions, media restrictions, labelling disclosures and warning requirements applicable to advertising for certain products. Existing and proposed laws and regulations, in particular in the European Union and the United States, concerning user privacy, use of personal information and on-line tracking technologies could affect the efficacy and profitability of internet-based, digital and targeted marketing. We are also subject to laws and regulations that govern whether and how we can transfer, process or receive certain data that we use in our operations. The costs of compliance with these laws may increase in the future as a result of the implementation of new laws or regulations, such as the GDPR and the CCPA, or changes in interpretations of current ones, such as the interpretation of existing consumer protection laws as imposing restrictions on the online collection, storage and use of personal data. The imposition of restrictions on certain technologies by us will notprivate market participants in response to privacy concerns could also have a negative impact on our digital business. If we are unable to transfer data between countries and regions in which we operate, or if we are prohibited from sharing data among our products and services, it could affect the manner in which we provide our services or adversely affect our financial results. Any failure on our part to comply with these legal requirements, or their application in an unanticipated manner, could harm our business. Such intense competition will limitbusiness and result in penalties or significant legal liability. Legislators, agencies and other governmental units may also continue to initiate proposals to ban the advertising of specific products, such as alcohol, tobacco or marijuana products, and to impose taxes on or deny deductions for advertising, which, if successful, may hinder our opportunitiesability to accomplish our clients’ goals and have a materiallyan adverse effect on advertising expenditures and, consequently, on our profitability or viability.

Although we have applied for Intellectual property protection, we do not Yet Have It Which May Result in Aiding Our Competitors.

Whilerevenues. Governmental action, including judicial rulings, on the Company has appliedrelative responsibilities of clients and their marketing agencies for the word mark ADORBS: U.S. Application Serial No. 87/752,589, as well as the Adorbs logo: U.S. Application Serial No. 87/752,591,content of their marketing can also impact our operations. Furthermore, we currently lack intellectual property protection and thus competitors may trademark our designs, challenge our right to use anticipated trademarks or to produce our products, or begin producing similar clothing from organic materials, which may result in us being unable to produce any product or face additional competitors.  As a result, the Company may be unable to continue to compete with competitors able to finance intellectual property protection who may tie up our designs or begin using the same organic materials that currently sets us apart. The Company may incur financial liability and fines due to our potential infringement upon the intellectual property of others.

The Company Has Limited Manufacturing Sources, No Warehousing Facility and a Limited Distribution Network Which May Cause the Company to Cease Business.

The Company has limited manufacturing sources, no warehousing facility and a limited distribution network at this time and these will all have to be found in order for the Company to successfully achieve profitability. In the event that these are not located, the Company may not achieve profitability or may cease to do business.

Our Continued Operations Depend on the Public’s Acceptance of Our Product Lines. If the Public Doesn’t Find Our Clothing Desirable and Suitable for Purchase And We Cannot Establish A Customer Base, We May Not Be Able To Generate Any Revenues, Which Would Result In A Failure Of Our Business And A Loss Of Any Investment You Make In Our Shares.

The ability to develop clothing lines that the market finds desirable and willing to purchase is critically important to our success. We cannot be certain that garments and clothing lines we offer will be appealing to the market andcould suffer reputational risk as a result of governmental or legal action or from undertaking work that may be challenged by consumer groups or considered controversial.

Risks Related to our Common Stock

The OTC and share value

Our Common Stock trades over the counter, which may deprive stockholders of the full value of their shares. Our stock is quoted via the Over-The-Counter (“OTC”) Pink Sheets under the ticker symbol “ADOB”. Therefore, our Common Stock is expected to have fewer market makers, lower trading volumes, and larger spreads between bid and asked prices than securities listed on an exchange such as the New York Stock Exchange or the NASDAQ Stock Market. In fact, as of June 30, 2023, there may not be any demandwas no bid or ask price on our stock, and our sales could be limited and wesuch prices may never realizebe posted.

Low market price

A low market price would severely limit the potential market for our Common Stock. Our Common Stock is expected to trade at a price substantially below $5.00 per share, subjecting trading in the stock to certain Commission rules requiring additional disclosures by broker-dealers. These rules generally apply to any revenues. In addition, there are no assurancesnon-NASDAQ equity security that has a market price share of less than $5.00 per share, subject to certain exceptions (a “penny stock”). Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and institutional or wealthy investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if we alter,the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Such information must be provided to the customer orally or develop new garmentsin writing before or lineswith the written confirmation of clothingtrade sent to the customer. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The additional burdens imposed upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in our Common Stock.

Lack of market and state blue sky laws

Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws. The holders of our shares of Common Stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the markets demandability of investors to resell our shares. Accordingly, even if we are successful in having the shares available for these will develop and this could adversely affect our business and any possible revenues.

Limited Industry Relationships and Agreements and Organic Guarantees

Other than a factory in India, Adorbs does not currently have any relationships or agreements with manufacturers, distributors or retail stores. Furthermore, the relationships we do have may fail to provide true organic material which may cause customer dissatisfaction or claims of a lack of truth in advertising. This lack of industry connections may make it more difficult for Adorbs to sell its products in the future.

Dependencetrading on the MaintenanceOTC, investors should consider any secondary market for our securities to be a limited one. We intend to seek coverage and publication of Intellectual Property Rightsinformation regarding our Company in Our Products

Adorbsan accepted publication which permits a “manual exemption.” This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has applieda listing for that security in a securities manual recognized by the state. However, it is not enough for the word mark ADORBS: U.S. Application Serial No. 87/752,589, as well assecurity to be listed in a recognized manual. The listing entry must contain (1) the Adorbs logo: U.S. Application Serial No. 87/752,591. With respect to intellectual property developed bynames of issuers, officers, and directors, (2) an issuer’s balance sheet, and (3) a profit and loss statement for either the Company,fiscal year preceding the Company is subject tobalance sheet or for the riskmost recent fiscal year of challenges to our concept rights by third parties. Successful challenges to our rights in intellectual property may result in increased costs for obtaining rights or the loss of the opportunity to earn revenue from the intellectual property that is the subject of challenged rights. The Company is not aware of any challenges to its intellectual property rights that it currently foresees having a material effect on its operations.

Inability to Attract and Retain Qualified Personnel

Adorbs management team currently consists of one member – sole officer and director Rebecca Jill Lazar. Our future success depends in significant part on our ability to attract and retain key management and marketing personnel. Competition for highly qualified professional, business development, and management and marketing personnel is intense. We may experience difficulty in attracting new personnel, may not be able to hiresecure a listing containing all of this information. Furthermore, the necessary personnelmanual exemption is a non-issuer exemption restricted to implementsecondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor’s, Moody’s Investor Service, Fitch’s Investment Service, and Best’s Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont, and Wisconsin.

Accordingly, our business strategy, or we may need to pay higher compensation for employees than we may expect. A shortage in the availabilityshares of qualified personnel could limit ourCommon Stock should be considered illiquid, which inhibits investors’ ability to grow. We cannot assure you that we will succeed in attracting and retaining the personnel we need to grow.resell their shares.

Loss of Services of Key PersonnelPenny stock regulations

Our future success depends in a large part upon the continued contributions and services of our President, Rebecca Jill Lazar. Ms. Lazar is the sole provider of our products, as well as its sole officer, director and current investor. Ms. Lazar would be very difficult to replace. This individual is critical to the overall management of Adorbs. The loss of the key contributor, or the failure of Ms. Lazar to perform, could materially and adversely affect Adorbs’s performance. We do not maintain any key-person life insurance policies.  

Indemnification Requirements

Adorbs may be required to indemnify, among others, the officer and director for liabilities incurred in connection with the affairs of Adorbs. Such liabilities may be material. The indemnification obligations of Adorbs would be payable from the assets of Adorbs, thus causing a material adverse effect on the Company’s operations.

Requirements to Maintain Proper and Effective Internal Controls

Adorbs must ensure that adequate internal financial and accounting controls and procedures are in place so that it can produce accurate financial statements on a timely basis. Adorbs must spend considerable effort on establishing and maintaining internal controls, which is costly and time-consuming and needs to be re-evaluated frequently. Implementing any appropriate changes to the internal controls may entail substantial costs to modify Adorbs’s existing financial and accounting systems, take a significant period of time to complete, and distract Adorbs’s sole officer and director from the operation of our business. These changes may not, however, be effective in maintaining the adequacy of Adorbs’s internal controls, and any failure to maintain that adequacy, or a consequent inability to produce accurate financial statements on a timely basis, could increase operating costs and could materially impair Adorbs’s ability to operate our business. In addition, investors’ perceptions that Adorbs’s internal controls are inadequate or that it is unable to produce accurate financial statements may seriously affect the stock price.

Changes in Financial Accounting Standards or Practices

A change in accounting standards or practices can have a significant effect on Adorbs’s operating results and may affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of existing accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect Adorbs’s reported financial results or the way we conduct our business.

Significant Costs of Operating as a Public Company

As a public company, Adorbs will incur significant accounting and other expenses. These expenses include increased accounting, legal and other professional fees, insurance premiums and investor relations costs. Adorbs’s management needs to devote a substantial amount of time to compliance issues. Moreover, Adorbs’s legal and financial compliance costs are material.

The Costs and Expenses of SEC Reporting and Compliance

After the effectiveness of this registration statement, we will be subject to the reporting requirements of the Exchange Act. The costs of complying with such requirementspenny stock regulations and restrictions and you may be substantial. In the event we are unable to establish a base of operations that generates sufficient cash flows or cannot obtain additional equity or debt financing, the costs of maintaining our status as a reporting entity may inhibit out ability to continue our operations.

Limited Protection against Interested Director Transactions, Conflicts of Interest and Similar Matters

We do not currently have audit or compensation committees. As a result, our director has the ability, among other things, to determine his own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.

Possible Regulatory Changes

The SEC and other regulators, from time to time, review the public company arena and our relationship to the securities markets and investors. As a result of such reviews, the SEC and such regulators may propose additional regulations that would affect Adorbs. Such regulations could increase the cost of operating Adorbs and subject it to new regulatory filing or registration requirements.

The Impact of Governmental Regulation

Our business may be subjected to applicable laws and regulations, including laws and regulations on taxation and employment matters. Compliance with such laws and regulations will increase our cost of operations and would decrease our net profit.

Adorbs’s Short Existence and Lack of a Guaranty that the Company will continue to Generate Revenue in the Future

Adorbs has only been in existence since October 18, 2017. Therefore, the sample sizedifficulty selling shares of our operations is small. So, while we have generated revenue since inception, Adorbs can provide no assurances that it will continue to generate revenue in the future.

Risks of Purchasing Shares

Possible Loss of Entire Investment in the Company

This offering is intended for investors who can accept the applicable risks. While becoming invested in Adorbs could be a good opportunityCommon Stock. The Commission has adopted regulations which generally define so-called “penny stocks” to be involved inan equity security that has a fun, unique, comfortable and creative apparel line, prospective investors should not subscribe unless they can readily bear the consequences of the loss of their entire investment. Being that the Company’s management has limited experience in this industry, such loss of investment may be more likely to occur.

Exchange Fluctuations may Decrease the Value of your Investment

Shares will be priced in US dollars, and persons investing by converting foreign currency will bear the risk of such conversion. The Company understands that foreign investors may be attracted to investments in the theater and film industry, therefore be more likely to invest in securities, such as the Company’s common stock. The value of such investments may be affected favorably or unfavorably by fluctuations in exchange currencies. In addition, prospective investors whose assets and liabilities are primarily denominated in currencies other than US Dollars should take into account the potential risk of loss arising from fluctuations in the rate of exchange between the currency of the investment and such other currency.

Additional Dilution as Additional Shares are Issued

Additional offerings will likely have to be made in the future to raise capital to meet operating cash flow needs. Such offerings may include warrants for issuance of additional common stock, further diluting the number of shares of common stock outstanding from time to time. An increase in the number of our shares of common stock from these events or others may result in a decrease of the market price for our common stock and will dilute the ownership interest of current shareholders.  

Future Debt Financing May Involve Restrictive Covenants

Future debt financing transactions, if available, may involve restrictive covenants, which may limit the Company’s operating flexibility with respect to certain business matters. If additional funds are raised through debt financing, the debt holders may require the Company to make certain agreementsless than $5.00 per share or covenants, which could limit or prohibit the Company from taking specific actions, such as establishing a limit on further debt, a limit on dividends, a limit on sale of assets, or specific collateral requirements. Furthermore, if the Company raises funds though debt financing, the Company would also become subject to interest and principal payment obligations. In either case, if the Company was unable to fulfill either of the covenants or the financial obligations, the Company may risk defaulting on the loan, whereby ownership of the Company’s assets could be transferred from the shareholders to the debt holders.

Shares Eligible for Future Sale under Rule 144 May Adversely Affect the Market Value for our Securities

From time to time, certain of our stockholders who hold restricted securities may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144, promulgated under the Securities Act of 1933, subject to certain limitations. Although our current stockholder has no current intention or ability to sell his shares, any substantial sales by holders of our common stock in the future pursuant to Rule 144 may have a material adverse effect on the market price of our securities.

If Securities or Industry Analysts do not publish Research or Reports about Adorbs’s Business or if they issue an Adverse or Misleading Opinion Regarding Adorbs Stock, its Price and Trading Volume could Decline

The trading market for Adorbs’s common stock will be influenced by the research and reports that industry or securities analysts publish about Adorbs or its business, if any. Negative reports could have a negative impact on Adorbs’s stock price.

Our Shares will be deemed to be “Penny Stocks” and will be Subject to Various Eligibility and Disclosure Requirements on Broker-Dealers engaged in the Resale of these Shares

The shares offered in this prospectus will be “penny stocks” as that term is defined in the Securities Exchange Act of 1934, as amended, (the ‘Exchange Act”) to mean, among other definitions, equity securities with aexercise price of less than $5.00 per share. Undershare, subject to certain exemptions. We anticipate that our Common Stock will become a “penny stock”, and we will become subject to Rule 15g-9 under the penny stock regulations, a broker-dealer selling a penny stockExchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to anyonepersons other than an established customer or an accredited investorcustomers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination regardingfor the purchaser and provide special disclosure documentshave received the purchaser’s written consent to the purchaser. The imposition of these suitability standards and special disclosures could reduce an investor’s abilitytransaction prior to resell the shares at a time or price desired. See the section “Market for Common Equity and Related Stockholder Matters.”

We do not foresee paying Cash Dividends in the Foreseeable Future

We have never paid cash dividends on our common stock and we do not plan to declare or pay any cash dividends on our shares of common stock in the foreseeable future and currently intend to retain any future earnings for funding growth.sale. As a result, investors should not rely on an investment in our securities if they require the investment to produce dividend income. Capital appreciation, if any, of our sharesthis rule may be investors’ sole source of gain for the foreseeable future. Moreover, investors may not be able to resell their shares of the Company at or above the price they paid for them.

There May be an Absence of a Trading Market

There currently is no trading market for our stock. While we intend to utilize a marker maker to apply for quotation on the OTC Markets (“OTCQB”) following completion of this offering, we cannot assure you that a public market will ever develop. There is no guarantee that the Shares will ever be quoted on the OTCQB or any exchange. Furthermore, you will likely not be able to sell your securities if a regular trading market for our securities does not develop and we cannot predict the extent, if any, to which investor interest will lead to the development of a viable trading market in our shares. We expect the initial market for our stock to be limited, if a market develops at all. Even if a limited trading market does develop, there is a risk that the absence of potential buyers will prevent you from selling your shares if you determine to reduce or eliminate your investment in Adorbs. Additionally, the IPO offering price of $.01 per share may not reflect the current value of our shares after the offering. This lack of a trading market and a lack of an adequate number of potential buyers may result in the inability to sell your shares when desired or result in your receiving a lower price for your shares upon their sale than you paid in this offering.

If we fail to Remain Current on our Reporting Requirements, we could be removed from Quotation by the OTCQB

Companies quoted on the OTCQB must be reporting issuers under Section 12 of the Exchange Act, and must be current in their reports under Section 13 of the Exchange Act, in order to maintain price quotation privileges on the OTCQB. Assuming we are ever quoted on the OTCQB, if we fail to remain current on our reporting requirements, we could be removed from the OTCQB. As a result, the market liquidity for our securities could be adversely affected by limitingaffect the ability of broker-dealers to sell our securities and may affect the ability of shareholderspurchasers to sell theirany of our securities in the secondary market.

Changes

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in Tax Rules or Interpretations Could Cause a Shareholderpenny stock, of a disclosure schedule prepared by the Commission relating to becomethe penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

We do not anticipate that our Common Stock will qualify for exemption from the Penny Stock Rule. In any event, even if our Common Stock were exempt from the Penny Stock Rule, we would remain subject to Additional TaxesSection 15(b)(6) of the Exchange Act, which gives the Commission the authority to restrict any person from participating in a distribution of penny stock, if the Commission finds that such a restriction would be in the public interest.

Rule 144 Risks

Sales of our Common Stock under Rule 144 could reduce the price of our stock. There are 526,389,500 issued and outstanding shares of our Common Stock that Rule 144 of the Securities Act defines as restricted securities.

These shares will be subject to the resale restrictions of Rule 144. In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least twelve months, affiliates may not sell more than 1.0% of the total issued and outstanding shares in any 90-day period, and affiliates must resell the shares in an unsolicited brokerage transaction at the market price. The availability for sale of substantial amounts of Common Stock under Rule 144 could reduce prevailing market prices for our securities.

No audit or compensation committee

Because we do not have an audit or compensation committee, stockholders will have to rely on our entire Board of Directors, none of which are independent, to perform these functions. We do not have an audit or compensation committee comprised of independent directors. Indeed, we do not have any audit or compensation committee. These functions are performed by our Board of Directors as a whole. No members of our Board of Directors are independent directors. Thus, there is a potential conflict in that Board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

Federal income tax legislation may be amended, or its interpretation changed, so as to alter fundamentally the tax consequences of holding or disposing of shares of common stock. The investor should consult his, her or its own tax counsel for tax matters via this investment opportunity.Security laws exposure

There is No Minimum Purchase Amount

The Offering described herein has no minimum purchase amount required in order to consummate the Offering. Therefore, the costs of the Offering may greatly outweigh the fiscal benefit to Adorbs of undertaking the Offering. This could cause Adorbs to lose money by doing the Offering and cause an investor to lose his or her entire investment.

Under new SEC rules we may be able to incorporate future documents by reference which will make it more difficult for investors to locate all of our filings.

The SEC has recently published a new interim rule which allows a public company which is current with its reporting obligations to be able to incorporate future filings into registration statements on Form S-1, such as the registration statement of which this prospectus forms a part.  Prior to the adoption of such rule, issuers using a Form S-1 had to file post-effective amendments to make required disclosures.  Thus, investors wishing to view information about the offering and the issuer could locate all relevant information in one location.  However, we will now be able to incorporate all such future disclosures into this filing thereby requiring interested persons to search multiple filings to view all information about us.  This extra effort may have a chilling effect on potential investors who may choose not to pursue an interest in us which could reduce market activity for our stock and make it more difficult for an investor in our stock to sell their shares.  We intend to take advantage of this new rule.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements.  The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a numbercompliance with securities laws, which exposes us to potential liabilities, including potential rescission rights. We may offer to sell our shares of risks, uncertaintiesour Common Stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act, as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and assumptions described in “Risk Factors”that of those persons contacting prospective investors and elsewhere in this prospectus.making the offering. We may not seek any legal opinion to the effect that any such offering would be exempt from registration under any federal or state law. Instead, we may elect to relay upon the operative facts as the basis for such exemption, including information provided by investor themselves.

Other sectionsIf any such offering did not qualify for such exemption, an investor would have the right to rescind its purchase of this prospectusthe securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may include additional factors whichbe offered without registration in reliance on the partial pre-emption from the registration or qualification provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and financial performance. Moreover,operations. Additionally, if we operatedid not in a highly regulated, very competitivefact qualify for the exemptions upon which we have relied, we may become subject to significant fines and rapidly changing environment. New risk factors emerge from timepenalties imposed by the Commission and state securities agencies.

No cash dividends

Because we do not intend to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factorspay any cash dividends on our business orCommon Stock, our stockholders will not be able to receive a return on their shares unless they sell them. We intend to retain any future earnings to finance the extentdevelopment and expansion of our business. We do not anticipate paying any cash dividends on shares of our Common Stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to which any factor, or combinationreceive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares of factors, may cause actual results to differ materially from those contained in any forward-looking statements.our Common Stock when desired.

We undertake no obligation to update publicly or revise any forward-looking statements. You should not rely upon forward-looking statements as predictions of future events or performance. We cannot assure you that a market will develop for our Common Stock or what the events and circumstances reflectedmarket price of our Common Stock will be.

There is a limited trading market for our Common Stock. There is no assurance that an active market for our Common Stock will develop as a result of our operation of SRAS even if we are successful. If a market does not develop or is not sustained, it may be difficult for you to sell your shares of Common Stock at an attractive price or at all. We cannot predict the prices at which our Common Stock will trade. It is possible that, in the forward-looking statements willfuture quarters, our operating results may be achieved or will occur. Although we believe thatbelow the expectations reflected inof securities analysts or investors. As a result of these and other factors, the forward-looking statements are reasonable, we cannot guarantee future results, levelsprice of activity, performanceour Common Stock may decline or achievements. We have an ongoing obligation to continually disclose material future changes in the Company and its operations.may never become liquid.

USE OF PROCEEDS

Use of Proceeds

We will usereceive gross proceeds of up to $4,000,000 from the sale of shares we are registering to sell at $0.20 per share, in an offering conducted by our best effortsofficers and directors on a best-efforts basis.

The net proceeds to raiseus from the sale of the shares which we intend to offer to new investors, after the offering expenses detailed herein, would be a maximum of $200,000$3,950,000. We do not intend to engage any broker/dealers for the sale of the shares, and thus do not expect to pay any sales commissions.

These proceeds would be received from time to time as sales of these shares are made by us. As set forth in the following table, we will use those proceeds primarily for payment of general corporate purposes with the remainder used for administrative and legal expenses for operations. We intend to use the proceeds in the following order of priority: