Registration Statement No. 333-260882

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 7 1

TO

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

WRAPmail, Inc.CAN B CORP.

(Name of small business issuer in our charter)

Telephone: (516)595-9544

Marco Alfonsi, CEO

960 South Broadway, Suite 120

Hicksville, NY11801

Telephone: (516) 205-4751595-9544

Rolv Heggenhougen

445 NE 12^th Ave., Fort Lauderdale, FL 33301

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

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

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 box. x☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. o☐

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. o☐

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. o☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

CALCULATION OF REGISTRATION FEE

(4)    No fee pursuant to Rule 457(g).  

(5)  For each share purchased from the Company through this offering, the Company will issue the investor a  

       warrant to purchase one half (1/2) share of common stock.

(6)  $746.11 has been previously paid by the Company in connection with the filing of the Form S-1 on December 2,

      2015.

We hereby amend this registration statement on such date or dates as may be necessary to delay our effective date until we will file a further amendment which specifically states that this Registration Statementregistration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statementregistration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission, of which this prospectus is a part, shall have been declared effective. This prospectus is not an offer

CAN B CORP.

Up to sell these securities1,394,558 Class A Units consisting of common stock and it is not soliciting an offerSeries X Warrants and

Up to buy these securities in any state where the offer1,394,558 Class B Units consisting of pre-funded Series Y Warrants and Series X Warrants

Can B Corp, a Florida corporation (the “Company,” “us,” “we,” or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 25, 2016

PROSPECTUS

WRAPmail Inc.

46,550,000 Shares of Common Stock

Warrants to Purchase 20,000,000 Shares of Common Stock

WRAPmail, Inc. is a software development company currently focused in the web-based marketing and information and document management segments. We offer our web-based marketing solutions through our tradename, WRAPmail, and our information and document management and sharing platform is offered under the tradename Bullseye®.

The Company“our”) is offering up to 40,000,000 shares of our common stock, together1,394,558 Class A Units, with warrants to purchase up to 20,000,000 shares at an exercise price of $0.10 per share. This offering also includes up to 6,550,000 shares of the Company’s common stock offered by selling shareholders, as herein further detailed. Unitseach Class A Unit consisting of one share of common stock, Nil par value per share, and one warrantSeries X Warrant (“Series X Warrant”) to purchase ½one share will be sold byof common stock (together with the Companyshare of common stock underlying each Series X Warrant, the “Class A Units”) at an assumed public offering price of $0.05$7.35 per unit,Class A Unit, which is the last reported sale price of our common stock OTC Markets Group OTCQB market as of February 8, 2022 (after adjusting for maximum gross proceedsthe 2021 Reverse Split below defined).

We are also offering to those purchasers whose purchase of $2,000,000 before deductionClass A Units in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock following the consummation of this offering, expenses, assuming all securities are sold. Selling shareholders will sell their sharesthe opportunity to purchase, if such purchasers so choose, in lieu of the number of Class A Units that would result in ownership in excess of 4.99% (or, at $0.05 per share until such time as the Company’s shares are listed on a recognized inter-dealer quotations system (e.g. OTCQB)election of the purchaser, 9.99%), at which time selling shareholder shares will be sold at prevailing market prices through market transactions or privately negotiated prices via private transactions.The Company will not receive any proceeds fromup to 1,394,558 Class B Units. Each Class B Unit consists of one pre-funded Series Y Warrant (“Series Y Warrants,” and together with the sale of shares by selling shareholders. The minimum investment established for each investor purchasing directly fromSeries X Warrants, the Company is $10,000, unless such minimum is waived by the Company in its sole discretion.

Each unit purchased from the Company will consist of“Warrants”) to purchase one share of common stock and one warrantSeries X Warrant (together with the share of common stock underlying each Series Y Warrant and each Series X Warrant, the “Class B Units” and, together with the Class A Units, the “Units”) at an assumed public offering price of $7.3499 per Class B Unit, which is the assumed public offering price per Class A Unit minus $0.0001 (the offering of the units to the public, the “Offering”).

Each Series Y Warrant included in the Class B Units entitles its holder to purchase ½one share of the Company’s common stock. Each warrant will have a term of three years andstock at an exercise price per share of $0.10$0.0001. Each Series X Warrant included in the Class B Units entitles its holder to purchase one share of common stock at an assumed exercise price per share.share of $7.35 (which is the last reported sale price of our common stock OTC Markets Group OTCQB market as of February 8, 2022 (after adjusting for the 2021 Reverse Split). The warrantsnumber of Class A Units sold in the offering shall be reduced on a one-to-one basis for each Class B Unit sold.

The Class A Units and Class B Units have no stand-alone rights and will otherwise contain standard termsnot be certificated or issued as stand-alone securities. The shares of common stock and restrictions.

Securities offered by the CompanyWarrants comprising such units are immediately separable and will be sold through the Company’s executive officers, for which no commissions shall be paid. We may also engage sales agents licensed through the Financial Industry Regulatory Authority (“FINRA”) and pay such agents cash and/or stock based compensation. Sharesissued separately despite being purchased together in this Offering. The Series X Warrants offered by selling shareholdershereby may be sold directly by such shareholders or through their broker-dealers. In any case, sharesexercised from time to time beginning on the issuance date and expire on the five-year anniversary of the issuance date. The Series Y Warrants offered hereby may be exercised from time to time beginning on the issuance date and until all of the Series Y Warrants are exercised in full.

We have applied to list our common stock and Series X Warrants on the Nasdaq Capital Market under the symbol “CANB” and “CANBW”, respectively. There is no assurance that our listing application will be offered on a “best efforts” basis, meaning no person is required to sell any specific number or dollar amount of securities but will use their best efforts to sell the securities offered. No selling agents have been selected as of the date of this prospectus. Notwithstanding, the Company intends that its selling agents will receive compensation and reimbursements equal to 11% of the dollar amount sold, which may include shares equal to 8% of the number of shares sold by such selling agents. The Company will pay for all fees relating to filing of this registration statement, but otherwiseapproved. We will not incur any expense relatingcomplete this Offering unless our application is approved. There is no established trading market for the pre-funded warrants, and we do not expect a market to develop. We do not intend to apply for a listing for the sale of shares by the selling shareholders.

Our common stock is not now listedpre-funded warrants on any national securities exchange or the NASDAQ stock market. However, our stock is quoted on the OTC Market’s Pink Sheets under the symbol “WRAP.” While our common stock is on the OTC Pink Sheets, there has been negligibleother nationally recognized trading volume. There is no guarantee thatsystem. Without an active trading market, the liquidity of the pre-funded warrants will develop in our securities.There is also no guarantee that our securities will ever tradebe limited.

NOTE: The Company has approved a 1-for-15 reverse stock split of its common stock and filed amendment to its Articles of Incorporation with the State of Florida on any listed exchange or even remain quoted on OTC Markets. There is no market forFebruary 7, 2022. The reverse stock split has yet to be approved and effectuated by FINRA, but the warrants included inCompany expects such reverse stock split to be effectuated concurrently with this offering. The assumed offering Prices of the Units and figures based on the Company’s issued and outstanding common shares have been adjusted to reflect the reverse stock split.

We qualify as an “emerging growth company” as defined in the Jumpstart our Business Startups Act (“JOBS Act”).

This offering is highly speculative and these securities 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” on Page 11.8.

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.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.

In addition to the underwriting discounts listed above and the management fee and accountable expense allowance described in the footnote, we have agreed to issue upon the closing of this offering to H.C Wainwright & Co., LLC., as representative of the underwriters, warrants that will expire on the 5^th anniversary of the commencement of sales in this offering entitling the representative to purchase 7.0% of the total number of shares of common stock sold in this offering. The registration statement of which this prospectus is a part also covers the representative’s warrants and the shares of common stock issuable upon the exercise thereof. For additional information regarding our arrangement with the underwriters, please see “Underwriting” beginning on page 19.

The Offering is being underwritten on a firm commitment basis. The underwriter may offer the securities from time to time to purchasers directly or through agents, through brokers in brokerage transactions on The Nasdaq Capital Market, to dealers in negotiated transactions or in a combination of such methods of sale, or otherwise, at fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices.

We have granted the representative an option, exercisable for 30 days from the date of this prospectus, to purchase up to an additional            shares of common stock and/or Series X Warrants on the same terms as the other shares and Series X Warrants being purchased by the underwriters from us (equal to 15% of the shares of common stock (including shares underlying the Series Y Warrants) and 15% of the Series X Warrants in the Offering).

H.C. Wainwright & Co.

This Prospectus is dated ____________, 2016[*], 2022

As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) 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. As an emerging growth company we are also exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

Going Concern

Our auditor has expressed substantial doubt about our ability to continue as a going concern. The Company has suffered losses and has experienced negative cash flows from operations, which raises substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We estimate that we can sustain our operations for one to two months with the capital we currently have on hand. We estimate that the Company will require a minimum of approximately $360,000 over the next 12 months to fund our minimum desired level of operations, with management staff deferring salaries. If these funds cannot be raised from this offering, the Company will have to raise the funds alternative sources, through debt or equity, on terms which may be more favorable than the ones offered hereby, of which there can be no guarantee.

The Offering

This prospectus relates to the sale of 46,550,000 shares of our common stock, which includes up to 40,000,000 shares to be offered by the Company and 6,550,000 shares to be offered by selling shareholders. The Company is also offering warrants to purchase up to 20,000,000 shares of the Company’s common stock.

We are seeking up to $2,000,000 from the sale of up to 40,000,000 shares of the Company’s common stock and warrants to purchase up to 20,000,000 shares. Units consisting of one share of common stock and one warrant to purchase ½ share of common stock will be sold by the Company at an offering price of $0.05 per unit. (The shares and warrants offered hereby by the Company shall be collectively referred to as “securities.”)

Each warrant will have a term of three years and exercise price of $0.10 per share.

In addition to the securities offered by the Company, selling shareholders are offering up to 6,550,000 shares of our common stock for sale. Selling shareholders will sell their shares at $0.05 per share until such time as the Company’s shares are listed on a recognized inter-dealer quotations system (e.g. OTCQB), at which time selling shareholder shares will be sold at prevailing market prices or privately negotiated prices. Selling shareholders will be entitled to keep all proceeds from their sale of shares.

Securities offered by the Company will be offered on a best efforts basis by our executive officers and licensed broker-dealers, if engaged by the Company in the future. No sales agents have yet been engaged to sell shares. In the event that we do engage broker-dealers, we may pay them up to 11% of the dollar amount raised by such broker-dealers in commissions and reimbursements, which may include shares representing up to 8% of the number of shares sold by such broker-dealers. Selling shareholder shares will be sold by the selling shareholders directly or their respective broker-dealers. The Company will not pay for any selling expenses of the selling shareholders.

This offering is being made on a continuous basis pursuant to Rule 415 under the Securities Act and will expire two years from the date on which the registration statement related to this prospectus becomes effective, unless earlier terminated or extended by our Company by the filing of a post-effective amendment.  

Financial Summary

Because this is only a financial summary, it 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.

ABOUT THIS PROSPECTUS

We have prepared this prospectus as part of a registration statement that we filed with the SEC for our offering of securities. The registration statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with additional information described below under “Additional Information.”

This prospectus is not an offer or solicitation relating to the securities in any jurisdiction in which such an offer or solicitation relating to the securities is not authorized. You should not consider this prospectus to be an offer or solicitation relating to the securities if the person making the offer or solicitation is not qualified to do so, or if it is unlawful for you to receive such an offer or solicitation.

You should rely only on the information contained in this prospectus.prospectus and any free writing prospectus prepared by us or on our behalf. Neither we nor any underwriters have authorized any other person to provide you with any information different from that contained in this prospectus or information furnished by us upon request as described herein. The information contained in this prospectus is complete and accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or sale of our shares. This prospectus contains summaries of certain other documents, which summaries contain all material terms of the relevant documents and are believed to be accurate, but reference is hereby made to the full text of the actual documents for complete information concerning the rights and obligations of the parties thereto. Such information necessarily incorporates significant assumptions, as well as factual matters. All documents relating to this offering and related documents and agreements, if readily available to us, will be made available to a prospective investor or its representatives upon request.

No information contained herein, nor in any prior, contemporaneous or subsequent communication should be construed by a prospective investor as legal or tax advice. Each prospective investor should consult its, his or her own legal, tax and financial advisors to ascertain the merits and risks

SUMMARY INFORMATION

This summary highlights some of the transactions described herein prior to purchasing our shares. This written communicationinformation in this prospectus. It is not intended to be “written advice,” as defined in Circular 230 published by the U.S. Treasury Department.

INDUSTRY AND MARKET DATA

The industrycomplete and market data used throughout this prospectus have been obtained from our own research, surveys or studies conducted by third parties and industry or general publications. Industry publications and surveys generally state that they have obtained information from sources believed to be reliable, but domay not guarantee the accuracy and completeness of such information. We believe that each of these studies and publications is reliable.

TAX CONSIDERATIONS

We are not providing any tax advice as to the acquisition, holding or dispositioncontain all of the securities offered herein. In making an investment decision, investors are strongly encouragedinformation that you may want to consult their own tax advisor to determine the U.S. Federal, state and any applicable foreign tax consequences relating to their investment in our securities.

RISK FACTORS

In addition to the other information provided inconsider. To understand this prospectus,offering fully, you should carefully considerread the following risk factorsentire prospectus, including the section entitled “Risk Factors,” before making a decision to invest in evaluating our business before purchasing anysecurities. Unless otherwise noted or unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company,” and “CANB” refers to Can B Corp. together with its wholly owned subsidiaries. In instances where we refer emphatically to “Can B Corp.” or where we refer to a specific subsidiary of ours by name, we are referring only to that specific legal entity.

The Company

Can B. Corp. was originally incorporated as WrapMail, Inc. (“WRAP”) in Florida on October 11, 2005 in order to tap into a largely un-serviced segment of the web-based advertising industry. Effective January 5, 2015, WRAP acquired 100% ownership of Prosperity Systems, Inc. (“Prosperity”), a New York corporation incorporated on April 2, 2008, in order to acquire Prosperity’s office productivity software suite as a complement to WRAP’s existing intellectual property. After its acquisition, the Company transferred Prosperity’s operations to WRAP; however, the Company does not currently actively operate its WRAP or Prosperity divisions.

Around the first quarter of 2017, the Company began to transition into the health and wellness industry, offering products that incorporate hemp and hemp derivatives. On May 15, 2017, WRAP changed its name to “Canbiola, Inc.” On March 6, 2020 CANB changed its name again to “Can B̅ Corp.” in order to segregate its corporate identity from its lead products branded under the Canbiola™ brand.

Effective December 27, 2010, WRAP effected a 10 for 1 forward stock split of its common stock. Effective June 4, 2013, WRAP effected a 1 for 10 reverse stock split of its common stock. On March 6, 2020, Can B̅ Corp. effected a 1 for 300 reverse stock split of its common stock. The accompanying consolidated financial statements retroactively reflect these stock splits. On November 17, 2021, the Company’s board of directors approved a reverse stock split of a ratio of up to 1-for-15 (“2021 Reverse Split”), as to be decided by the directors. As of November 30, 2021, a majority of the Company’s voting stock as of November 17, 2021, the record date, approved the 2021 Reverse Split. On January 12, 2022, the Company’s board of directors set the ratio for the 2021 Reverse Split at 1-for-15. The Company will effectuate the 2021 Reverse Split concurrently with this Offering and the Company’s uplist to Nasdaq, of which there can be no assurance.

Can B. Corp.’s shares of common stock are currently quoted on OTC Market’s OTCQB® Venture Market under the symbol “CANB.” We have applied to list our common stock. All material risks are discussed in this section.

Risks Related to our Business

Our limited generation of revenues from operations makes it difficult for us to evaluate our future business prospectsstock and make decisions basedSeries X Warrants on those estimates of our future performance.

Although we have taken significant steps to develop our business plan since our inception, we have generated limited revenues. Our business plan is still speculativethe Nasdaq Capital Market under the symbol “CANB” and unproven.“CANBW”, respectively.  There is no assurance that weour listing application will be successful in executingapproved. We will not complete this offering unless our business planapplication is approved.  There is no established trading market for the pre-funded warrants, and we do not expect a market to develop. We do not intend to apply for a listing for the pre-funded warrants on any securities exchange or that even if we successfully implement our business plan, we will ever generate significant revenues or profits, which makes it difficult to evaluate our business. As a consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data. Becauseother nationally recognized trading system. Without an active trading market, the liquidity of the uncertainties related topre-funded warrants will be limited.

Our principal executive offices are located at 960 South Broadway, Suite 120, Hicksville NY 11801 and our lack of historical operations, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in sales, revenues or expenses. If we make poor budgetary decisionstelephone number is 516-595-9544.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a result of unreliable historical data, we may never generate revenues or become profitable or incur losses, which may result in a decline in our stock price. 

Our auditor has indicated in its report that the fact that we aregoing concern. As shown in the development stage raisesfinancial statements, the Company incurred a net loss of $5,851,512 during the year ended December 31, 2020 and as of that date, had an accumulated deficit of 30,521,025. Due to recurring losses from operations and the accumulated deficit the Company has stated that substantial doubt exists about ourthe Company’s ability to continue as a going concernconcern.

Business Overview

The Company, directly and if we are unable to generate significant revenues or secure financing we may be required to cease or curtail our operations.

Our auditor has indicated inthrough its report that the fact that we aresubsidiaries, is in the business of promoting health and wellness through its development, stage raises substantial doubt about our ability to continue as a going concern. The financial statements do not include adjustments that might resultmanufacture and sale of products containing cannabinoids derived from hemp biomass and the outcomelicensing of this uncertainty. If we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations. We currently anticipate being able to fund operations for approximately one to two months with our capital on hand. We estimate that the Company will require a minimum of approximately $360,000 over the next 12 months to fund our minimum desired level of operations, with management staff deferring salaries. If these funds cannot be raised from this offering, the Company will have to raise the funds alternative sources, through debt or equity, on terms which may be more favorable than the ones offered hereby, of which there can be no guarantee.

We will need a significant amount of capital to carry out our proposed business plan, and unless we are able to raise sufficient funds, we may be forced to discontinue our operations.durable medical devises.

In order to carry out ourThe Company’s primary business plan we will require a significant amount of capital. These funds must be obtained throughis the development, production and sale of equity securitiesproducts containing hemp derived cannabinoids, including, but not limited to, cannabidiol (“CBD”), cannabinol (“CBN”) cannabigerol (“CBG”), delta-8, and delta-10. The Company has five divisions: Pure Health Products (white label production, sales and operations, and lifestyle brand marketing), Hemp Operating Division (industrial hemp production, biomass and isolate processing, and R&D of cannabinoids), Green Grow Farms (licensed hemp growing and processing- inactive), Duramed (no fault, Medicare and workers’ comp durable medical equipment), and Imbibe Wellness Solutions (celebrity specific products and influencer branding, expected to launch 2022).

The statements found herein have not been evaluated by the Food and Drug Administration (FDA) and the Company’s products are not intended to diagnose, treat, cure or from outside sources.prevent any disease or medical condition.

Our ability to obtainEmerging Growth Company

We are an emerging growth company under the necessary financing to execute our business plan is subject to a number of factors, including general market conditions and investor acceptance of our business plan. These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable to us. If we are unable to raise sufficient funds, we will have to significantly reduce our spending, delay or cancel our planned activities or substantially change our current corporate structure. There is no guarantee that we will be able to obtain any funding or that we will have sufficient resources toJOBS Act. We shall continue to conduct our operations as projected, any of which could mean that we will be forced to discontinue our operations.deemed an emerging growth company until the earliest of:

We may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights.

A third party may sue us or one of our strategic collaborators for infringing its intellectual property rights. Likewise, we may need to resort to litigation to enforce licensed rights or to determine the scope and validity of third-party intellectual property rights.

The cost to us of any litigation or other proceeding relating to intellectual property rights, even if resolved in our favor, could be substantial, and the litigation would divert our efforts. Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources. If we do not prevail in this type of litigation, we or our strategic collaborators may be required to pay monetary damages; stop commercial activities relating to the affected products or services; obtain a license in order to continue manufacturing or marketing the affected products or services; or attempt to compete in the market with a substantially similar product.

Uncertainties resulting from the initiation and continuation of any litigation could limit our ability to continue some of our operations. In addition, a court may require that we pay expenses or damages, and litigation could disrupt our commercial activities.

Any inability to protect our intellectual property rights could reduce the value of our technologies and brand, which could adversely affect our financial condition, results of operations and business.

Our business is dependent upon our licensed patents, trademarks, trade secrets, copyrights and other intellectual property rights. Effective intellectual property rights protection, however, may not be available under the laws of every country in which we and our sub-licensees may operate. There is a risk of certain valuable trade secrets, beyond what is described publicly in patents, being exposed to potential infringers. RegardlessSection 107 of the Company’s technology being protected by patents or otherwise, there is a risk that other companies may employ the technology without authorization and without recompensing us.

The efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. In addition, protecting our intellectual property rights is costly and time consuming. There is a riskJOBS Act provides that we may have insufficient resourceselect to counter adequatelyutilize the extended transition period for complying with new or revised accounting standards and such infringements through negotiation or the use of legal remedies. It may not be practicable or cost effective for us to fully protect our intellectual property rights in some countries or jurisdictions. If we are unable to successfully identify and stop unauthorized use of our intellectual property, we could lose potential revenue and experience increased operational and enforcement costs, which could adversely affect our financial condition, results of operations and business.

The intellectual property behind our technology may include unpublished know-how as well as existing and pending patent protection. All patent protection eventually expires, and unpublished know-howelection is dependent on key individuals.

The commercialization of our technology is partially dependent upon know-how and trade secrets held by certain individuals working with and for us. Because the expertise runs deep in these few individuals,irrevocable if something were to happen to any or all of them, the ability to properly operate our technologies without compromising quality and performance could be diminished greatly.

Knowledge published in the form of patents has finite protection, as all patents have a limited life and an expiration date. While continuous efforts will made to apply for additional patents if appropriate, there is no guarantee that additional patents will be granted. The expiration of patents relating to our technology may hinder our ability to sub-license or sell the technology for a long period of time without the development of a more complex licensing strategy.

Our potential for rapid growth and our entry into new markets make it difficult for us to evaluate our current and future business prospects, and we may be unable to effectively manage any growth associated with these new markets, which may increase the risk of your investment and could harm our business, financial condition, results of operations and cash flow.

Our entry into this individual e-mail marketing platform market may place a significant strain on our resources and increase demands on our executive management, personnel and systems, and our operational, administrative and financial resources may be inadequate. We may also not be able to effectively manage any expanded operations, or achieve planned growth on a timely or profitable basis, particularly if the number of customers using our technology significantly increases or their demands and needs change as our business expands. If we are unable to manage expanded operations effectively, we may experience operating inefficiencies, the quality of our products and services could deteriorate, and our business and results of operations could be materially adversely affected.

If we are unable to keep up with rapid technological changes, our processes, products or services may become obsolete.

The market for our technologies is characterized by significant and rapid change. Although we will continue to expand our technological capabilities in order to remain competitive, research and discoveries by others may make our processes, products or services less attractive or even obsolete.

Competition could adversely affect our business.

While we are not aware of any competitors “wrapping” e-mail or using individual (as opposed to mass or opt in emails) e-mail advertising, the online marketing industry in general is highly competitive. It is possible that future competitors could enter our market, thereby causing us to move market share and revenues. Further, we are aware of several competitors of our Bullseye system, each with more resources and market share than us. In addition, some of our current or future competitors may have significantly greater financial, technical, marketing and other resources than we do or may have more experience or advantages in the markets in which we will compete that will allow them to offer lower prices or higher quality technologies, products or services. If we do not successfully compete with these providers, we could fail to develop market share and our future business prospects could be adversely affected.

If we are unable to develop and maintain our brand and reputation for our product offerings, our business and prospects could be materially harmed.

Our business and prospects depend, in part, on developing and then maintaining and strengthening our brand and reputation in the markets we serve. If problems with our technologies cause end users to experience operational disruption or failure or delays in the delivery of their products and services to their customers, our brand and reputation could be diminished. If we fail to develop, promote and maintain our brand and reputation successfully, our business and prospects could be materially harmed.

If we fail to retain existing users or add new users, or if our users decrease their level of engagement, our revenue, financial results, and business may be significantly harmed.

The size of our user base and our users’ level of engagement are critical to our success. Our financial performance will be significantly determined by our success in adding, retaining, and engaging active users of our WRAPmail and Bullseye products. We anticipate that our active user growth rate will decline over time as the size of our active user base increases, and as we achieve higher market penetration rates. To the extent our active user growth rate slows, our business performance will become increasingly dependent on our ability to increase levels of user engagement in current and new markets. If people do not perceive our products to be useful, reliable, and trustworthy, we may not be able to attract or retain users or otherwise maintain or increase the frequency and duration of their engagement. A decrease in user retention, growth, or engagement would have a material and adverse impact on our revenue, business, financial condition, and results of operations. Any number of factors could potentially negatively affect user retention, growth, and engagement, including if: users increasingly engage with competing products; we fail to introduce new and improved products or if we introduce new products or services that are not favorably received; there are adverse changes in our products that are mandated by legislation, regulatory authorities, or litigation, including settlements or consent decrees; or technical or other problems prevent us from delivering our products in a rapid and reliable manner or otherwise affect the user experience.

We expect to be in the future a party to patent lawsuits and other intellectual property rights claims that are expensive and time consuming, and, if resolved adversely, could have a significant impact on our business, financial condition, or results of operations.

Companies in the technology and media industries own large numbers of patents, copyrights, trademarks, and trade secrets, and frequently enter into litigation based on allegations of infringement, misappropriation, or other violations of intellectual property or other rights. In addition, various “non-practicing entities” that own patents and other intellectual property rights often attempt to aggressively assert their rights in order to extract value from technology companies. Defending patent and other intellectual property claims is costly and can impose a significant burden on management and employees, we may receive unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurances that favorable final outcomes will be obtained in all cases. We may decide to settlemade. As such, lawsuits and disputes on terms that are unfavorable to us. Similarly, if any litigation to which we are a party is resolved adversely, we may be subject to an unfavorable judgment that may not be reversed upon appeal. The terms of such a settlement or judgment may require us to cease some or all of our operations or pay substantial amounts to the other party. In addition, we may have to seek a license to continue practices found to be in violation of a third party’s rights, which may not be available on reasonable terms, or at all, and may significantly increase our operating costs and expenses. As a result, we may also be required to develop alternative non-infringing technology or practices or discontinue the practices. The development of alternative non-infringing technology or practices could require significant effort and expense or may not be feasible. Our business, financial condition, or results of operations could be adversely affected as a result.

Our software is highly technical, and if it contains undetected errors, our business could be adversely affected. Our products incorporate software that is highly technical and complex.

Our software has contained, and may now or in the future contain, undetected errors, bugs, or vulnerabilities. Some errors in our software code may only be discovered after the code has been released. Any errors, bugs, or vulnerabilities discovered in our code after release could result in damage to our reputation, loss of users, loss of revenue, or liability for damages, any of which could adversely affect our business and financial results.

We have limited operational history in an emerging industry, making it difficult to accurately predict and forecast business operation.

As we have limited operational history and have only begun to attempt to generate significant revenue, it is extremely difficult to make accurate predictions and forecasts on our finances. This is compounded bymade the fact we operate in the technologies industry, which is rapidly transforming. There is no guarantee our products or services will remain attractive to potential and current users as our industries undergo rapid change or that potential customers will utilize our services.

Government regulation of the Internet and e-commerce is evolving, and unfavorable changes could substantially harm our business and results of operations.

We are subject to general business regulations and laws as well as Federal and state regulations and laws specifically governing the Internet and e-commerce. Existing and future laws and regulations may impede the growth of the Internet, e-commerce or other online services, and increase the cost of providing online services. These regulations and laws may cover sweepstakes, taxation, tariffs, user privacy, data protection, pricing, content, copyrights, distribution, electronic contracts and other communications, consumer protection, broadband residential Internet access and the characteristics and quality of services. It is not clear how existing laws governing issues such as property ownership, sales, use and other taxes, libel and personal privacy apply to the Internet and e-commerce. Unfavorable resolution of these issues may harm our business and results of operations.

We are dependent on revenues from a few major customers and should we lose such customers, it is likely that we would have to seek capital outside of this offering.

We do not have any contracts with any of our major customers to disclose or include with this registration statement. We would likely be unable to continue operations if we were to lose any one of our major customers and would likely need to raise additional capital to compensate for such loss. Such capital could be offered on better terms than those contained herein and have the effect of diluting our shareholders. In the event we would be unable to raise such capital, we might have to reduce or cease operations.

We will be launching a new subscription only program, WRAPmail 2.0, and discontinuing all other versions of WRAPmail and it is uncertain how such changes will be received by the public or affect operations.

While we do have some current subscribing customers to WRAPmail, we could lose such customers should they not elect to convertelection to use of WRAPmail 2.0. Further, most of our customer are using our free version and a large segment of our total customer base could be lost should our free customers not elect to subscribe for WRAPmail 2.0. Further, there could be unknown bugs or other problems with WRAPmail 2.0 of which we are unaware, which could delay its full launch or reduce our revenues from subscriptions. If WRAPmail 2.0 is unsuccessful, shareholders’ interests in the Company could be materially negatively affected.  

Risks Related to this Offering and our Securities

We issued two press releases, one on August 10, 2015 (the “August Release”) and another December 1, 2015 (the “December Release”), which the SEC could consider “gun-jumping” in violation of Section 5(c) of the Securities Act as they relate to the registration statement to which this prospectus relates; and, should the SEC determine that the Company did violate Section 5(c), it could impose a cooling offextended transition period for the salecomplying with new or revised accounting standards under Section 102(b)(1) of our securities or impose fines and/or sanctions on the Company, and investors purchasing securities through this offering would have a right of recession or bring other action against the Company, which actions could material negatively impact the Company and its investors.

Should the SEC determine there was a violation of Section 5(c), it could choose to impose a cooling off period; thereby inhibiting our ability to raise the funds necessary to operate, or impose fines and sanctions. The Company would also likely be required to spend significant sums defending any action by the SEC or other regulatory agency relating to the above discussed releases. Further, if a violation was determined to have occurred, all invertors purchasing through this offering would have the right to rescind their investments. If the Company were forced to pay these sums back, it would likely have to seek funds from alternative sources on less favorable terms. Any of the above actions against the Company would materially negatively impact investors’ investments in the Company and could cause them to lose their entire investments.

The offering price of our shares from the Company has been arbitrarily determined.

Our management has determined the shares offered by the Company. The price of the shares we are offering was arbitrarily determined based upon the current market price of our common stock, trading prices of our common stock over time, the illiquidity and volatility of our common stock, our current financial condition and the prospects for our future cash flows and earnings, and market and economic conditions at the time of the offering. The offering price for the common stock sold in this offering may be less than the market price for our common stock. Further, we have no agreement, written or oral, with our selling shareholders about the price at which they will offer shares but, based upon oral conversations with our selling shareholders, we believe that none of our selling shareholders disagree with this price.

We may not register or qualify our securities with any state agency pursuant to blue sky regulations.

The holders of our shares of common stock and persons who desire to purchase them in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. We currently do not intend to and may not be able to qualify securities for resale in other states which require shares to be qualified before they can be resold by our shareholders.

We have broad discretion in the use of the net proceeds from our initial public offering and may not use them effectively.

We cannot specify with any certainty the particular uses of the net proceeds that we will receive from our initial public offering. Our management will have broad discretion in the application of the net proceeds, including working capital, possible acquisitions, and other general corporate purposes, and we may spend or invest these proceeds in a way with which our stockholders disagree. The failure by our management to apply these funds effectively could harm our business and financial condition. Pending their use, we may invest the net proceeds from our initial public offering in a manner that does not produce income or that loses value.

Investors may have difficulty in reselling their shares due to the lack of market.

Our common stock is currently not traded on any exchange. However, we are quoted on the OTC Markets. Notwithstanding our trading on the OTC Markets, investors should consider any secondary market for the Company's securities to be a limited one. There is no market for our warrants. Further, the state securities laws may make it difficult or impossible to resell our shares in certain states. Accordingly, our securities should be considered highly illiquid, which inhibits investors’ ability to resell their shares.

We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, 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 Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the 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 Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

We are an "emerging growth company," and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as we continuePlease refer to bea discussion under “Risk Factors” of the effect on our financial statements of such election.

As an emerging growth company we may take advantageare exempt from Section 404(b) of exemptions from various reporting requirementsSarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that are applicablethe registered accounting firm shall, in the same report, attest to other public companies that are notand report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting. As an emerging growth companies, including not being required to comply with the auditor attestation requirements ofcompany we are also exempt from Section 40414A (a) and (b) of the Sarbanes-OxleySecurities Exchange Act reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions fromof 1934 which require the requirementsshareholder approval of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.parachutes.

We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

THE OFFERING

RISK FACTORS

Investing in our securities involves a high degree of risk. Before investing in our securities, you should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including our consolidated financial statements and related notes. If securities or industry analysts publish inaccurate or unfavorable research aboutany of the following risks materialize, our business, financial condition, operating results and prospects could be materially and adversely affected. In that event, the price of our common stock could decline, and you could lose part or all of your investment.

Risks Related to this Offering and our Common Stock

We are subject to the reporting requirements of federal securities laws, which is expensive.

We are a public reporting company in the United States and, accordingly, subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and other federal securities laws, and the compliance obligations of the Sarbanes-Oxley Act. The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC and furnishing audited reports to stockholders causes our expenses to be higher than they would be if we remained a privately-held company.

Our stock price could decline.may be volatile, which may result in losses to our stockholders.

The stock markets have experienced significant price and trading volume fluctuations, and the trading of our common stock has generally been very volatile and experienced sharp share-price and trading-volume changes. The trading price of our securities is likely to remain volatile and could fluctuate widely in response to many factors, including but not limited to the following, some of which are beyond our control:

Domestic and international stock markets often experience significant price and volume fluctuations. These fluctuations, as well as general economic and political conditions unrelated to our performance, may adversely affect the price of our common stock.

In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

Our common stock is thinly-traded, and in the future, may continue to be thinly-traded, and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate such shares.

We cannot predict the extent to which an active public market for our common stock will develop or be sustained due to a number of factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors, and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will depend in part on the research and reportsdevelop or be sustained, or that securities or industry analysts publish about us or our business. If one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, our common stock price would likely decline.current trading levels will be sustained.

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future.

The market price for our common stock willmay be particularly volatile given our status asthat we are a relatively unknownsmall company with a limited operating history and lack of profits whichhave experienced losses from operations that could lead to wide fluctuations in our share price.

You may be unable to sell your common stock at or above your purchase price if at all, which may result in substantial losses to you.

Our stock priceWe do not anticipate paying any cash dividends.

We presently do not anticipate that we will be particularly volatile when compared to the shares of larger, more established companies that tradepay any dividends on a national securities exchange and have large public floats.  The volatility in our share price will be attributable to a number of factors.  First, our common stock will likely be sporadically and thinly traded.  As a consequence of this limited liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction.  The price for our shares could decline precipitously in the event that a large numberany of our common stock is sold onin the market without commensurate demand.  Secondly,foreseeable future. The payment of dividends, if any, would be contingent upon our revenues and earnings, if any, capital requirements, and general financial condition. The payment of any dividends will be within the discretion of our Board of Directors (the “Board”). We presently intend to retain all earnings to implement our business plan; accordingly, we are a speculative or “risky” investment duedo not anticipate the declaration of any dividends in the foreseeable future.

Our common stock may be subject to our limited operating history and lack of profits to date, and uncertainty of future market acceptancepenny stock rules, which may make it more difficult for our potential products.  As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclinedstockholders to sell their shares oncommon stock.

Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the SEC. Penny stocks generally are equity securities with a price of less than $5.00 per share. The penny stock rules require a broker-dealer, prior to a purchase or sale of a penny stock not otherwise exempt from the rules, to deliver to the customer a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market more quicklyvalue of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and at greater discounts than would bereceive the case withpurchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules.

We may need additional capital, and the sale of a larger, more established company that trades on a nationaladditional shares or other equity securities exchangecould result in additional dilution to our stockholders.

We may require additional capital for the development and has a large public float.  Manycommercialization of these factors are beyond our controlproducts and may decreaserequire additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities could result in additional dilution to our stockholders. The incurrence of additional indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Our principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.

Certain of our executive officers, directors and large stockholders own a significant percentage of our outstanding capital stock. Our executive officers, directors, holders of 5% or more of our capital stock and their respective affiliates beneficially own shares representing more than a majority of the eligible votes of the Company. Accordingly, our directors and executive officers have significant influence over our affairs due to their substantial ownership coupled with their positions on our management team and have substantial voting power to approve matters requiring the approval of our stockholders. For example, these stockholders may be able to control elections of directors, amendments of our organizational documents, or approval of any merger, sale of assets, or other major corporate transaction. This concentration of ownership may prevent or discourage unsolicited acquisition proposals or offers for our common stock that some of our stockholders may believe is in their best interest.

If we are unable to implement and maintain effective internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our reported financial information and the market price of our common stock regardlessmay be negatively affected.

As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and determine the effectiveness of our operating performance.internal control over financial reporting and provide a management report on the internal control over financial reporting. If we have a material weakness in our internal control over financial reporting, we may not detect errors on a timely basis and our consolidated financial statements may be materially misstated. We cannot makemay not be able to complete our evaluation, testing and any predictionsrequired remediation in a timely fashion. During the evaluation and testing process, if we identify one or projections as to what the prevailing market price formore material weaknesses in our common stockinternal control over financial reporting, our management will be at any time.unable to conclude that our internal control over financial reporting is effective. Moreover, when we are no longer a smaller reporting company, our independent registered public accounting firm will be required to issue an attestation report on the OTC Pink Sheetseffectiveness of our internal control over financial reporting. Even if our management concludes that our internal control over financial reporting is not a liquid market in contrasteffective, our independent registered public accounting firm may conclude that there are material weaknesses with respect to the major stock exchanges. We cannot assure you as to the liquidityour internal controls or the future market priceslevel at which our internal controls are documented, designed, implemented or reviewed.

If we are unable to conclude that our internal control over financial reporting is effective, or when we are no longer a smaller reporting company, if our auditors were to express an adverse opinion on the effectiveness of our internal control over financial reporting because we had one or more material weaknesses, investors could lose confidence in the accuracy and completeness of our financial disclosures, which could cause the price of our common stock to decline. Internal control deficiencies could also result in a restatement of our financial results in the future. We have concluded that are internal controls have not been sufficient; however, we have begun to take steps to remediate such insufficiencies. We have communicated to our accounting review firm and audit that we have accomplished the following: (i) we have transitioned each operating subsidiary to a separate bookkeeping system (QuickBooks) and input data at each operating location on a daily basis vs. previously batching data and inputting at corporate office. Corporate then verifies data prior to accepting, (ii) we have a QuickBooks trained person with who inputs data on a real-time basis but not allowed at subsidiary level to access or make certain changes, (iii) we have installed for the hemp division companies (Botanical Biotech (Miami), TN Botanicals (TN), Co botanicals (CO) daily tracking procedures whereby every ounce and pound of raw materials (biomass or crude) is tracked by lot number from input to processing through to finished product, (iv) our accounts receivable tracking system, which is essentially our Duramed Division receivables, is now tracking by medical device unit number, by doctor, by location, by insurance billing company, and we have a far more refined software track and billing system than we did prior quarters, (v) we have consolidate banking to a master account with our primary bank (Investors Bank) by subsidiary and only have one independent subsidiary bank in TN for TN Botanicals which is managed for balances through Investors Bank, (vi) we have instituted a new procedure for any payables which requires double signatures to release any funds for any reason, (vii) we have changed merchant accounts to a single user to better tie out to bank balances and accounts receivable, and (viii) Pure Health Products, LLC, our production facility in Lacey WA in mid-November just received NSF Certification (National Sanitation Foundation), the highest certification possible which now allows us to bid and product products for major national retailers but also has the highest certification and maintenance program in the food supplement industry. NSF uses a sophisticated MARKOV software system to track ever incoming product and package, manage the formulation process and makes appropriate adjustments to every material and unit down to the gram.

If securities or industry analysts do not publish research or reports about our business, or if a market does develop. If an activethey change their recommendations regarding our stock adversely, our stock price and trading volume could decline.

The trading market for our common stock could be influenced by the research and reports that industry or securities analysts publish about us or our business. We do not currently have and may never obtain research coverage by industry or financial analysts. If no or few analysts commence coverage of us, the trading price of our stock would likely decrease. Even if we do obtain analyst coverage, if one or more of the analysts who cover us downgrade our stock, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Because our management will have broad discretion and flexibility in how the net proceeds from this offering are used, we may use the net proceeds in ways in which you disagree.

We currently intend to use the net proceeds from this offering for general corporate purposes, including working capital. The intended use of proceeds from this offering is more particularly described in the Section titled “Use of Proceeds,” however, such description is not binding and the actual use of proceeds may differ from the description contained therein. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the net proceeds are being used appropriately. It is possible that the net proceeds will be invested in a way that does not develop,yield a favorable, or any, return for us. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flow.

The offering price of our shares from the Company has been arbitrarily determined.

Our management has determined the shares offered by the Company. The price of the shares we are offering was arbitrarily determined based upon the illiquidity and volatility of our common stock, our current financial condition and the prospects for our future cash flows and earnings, and market and economic conditions at the time of the offering. The offering price for the common stock sold in this offering may be more or less than the fair market value for our common stock.

We may not register or qualify our securities with any state agency pursuant to blue sky regulations.

The holders of our shares of common stock and persons who desire to purchase them in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. We currently do not intend to and may not be able to qualify securities for resale in states which require shares to be qualified before they can be resold by our shareholders.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. The Section 107 of the JOBS Act provides that we may elect to utilize the extended transition period for complying with new or revised accounting standards and such election is irrevocable if made. As such, we have made the election to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. Please refer to a discussion under “Risk Factors” of the effect on our financial statements of such election.

As an emerging growth company we are exempt from Section 404(b) of the Sarbanes Oxley Act. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) 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. As an emerging growth company, we are also exempt from Section 14A (a) and (b) of the Exchange, which require the shareholder approval of executive compensation and golden parachutes.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

We could face significant penalties for our failure to comply with the terms of our outstanding convertible notes.

Our various convertible notes contain positive and negative covenants and customary events of default including requiring us in many cases to timely file SEC reports. In the event we fail to timely file our SEC reports in the future, or any other events of defaults occur under the notes, we could face significant penalties and/or liquidated damages and/or the conversion price of such notes could be adjusted downward significantly, all of which could have a material adverse effect on our results of operations and financial condition, or cause any investment in the Company to decline in value or become worthless.

The issuance and sale of common stock upon conversion of our convertible notes may depress the market price of our common stock could be materially adversely affected.stock.

PurchasersIf sequential conversions of the convertible notes and sales of such converted shares take place, the price of our common stock may incur immediate dilutiondecline, and experienceas a result, the holders of the convertible notes will be entitled to receive an increasing number of shares in connection with conversions, which shares could then be sold in the market, triggering further dilution.

We are authorizedprice declines and conversions for even larger numbers of shares, to issue up to 400,000,000the detriment of our investors. The shares of common stock of which 145,608,250 shares of common stockthe convertible notes are issued and outstanding as of the date of this prospectus. There are also 10 preferred shared outstanding and 10 preferred shares authorized but not issued, convertible into may be sold without restriction pursuant to Rule 144. As a totalresult, the sale of 100,000,000these shares may adversely affect the market price, if any, of our common stock. Our

We have established preferred stock which can be designated by the Company’s Board of Directors without shareholder approval.

The Company has the authority to cause us to issue additional5,000,000 shares of commonpreferred stock authorized. The shares of preferred stock of the Company may be issued from time to time in one or more series, each of which shall have a distinctive designation or title as shall be determined by the board of directors of the Company prior to the issuance of any shares thereof. The preferred stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as adopted by the board of directors. Because the board of directors is able to determinedesignate the powers and preferences of the preferred stock without the vote of a majority of the Company’s shareholders, shareholders of the Company will have no control over what designations and preferences the Company’s preferred stock will have. The issuance of shares of preferred stock or the rights preferences and privileges of such shares, without consentassociated therewith, could cause substantial dilution to our existing shareholders. Additionally, the dilutive effect of any preferred stock which we may issue may be exacerbated given the fact that such preferred stock may have voting rights and/or other rights or preferences which could provide the preferred shareholders with substantial voting control over us and/or give those holders the power to prevent or cause a change in control, even if that change in control might benefit our shareholders. As a result, the issuance of shares of preferred stock may cause the value of our stockholders. The Company will issue sharessecurities to decrease.

Risks Related to our Business

Since we have a limited operating history in our industry, it is difficult for potential investors to evaluate our business.

Our short operating history in our industry may hinder our ability to successfully meet our objectives and warrants pursuantmakes it difficult for potential investors to this offering and otherwise. Consequently,evaluate our business or prospective operations. As an early stage company, we are subject to all the stockholders may experience more dilution in their ownership of our stockrisks inherent in the future.financing, expenditures, operations, complications and delays inherent in a new business. Accordingly, our business and success faces risks from uncertainties faced by developing companies in a competitive environment. There can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability.

We may not be requiredable to file periodicraise capital when needed, if at all, which would force us to delay, reduce or eliminate our product development programs or commercialization efforts and other reports requiredcould cause our business to fail.

We expect to need substantial additional funding to pursue additional product development and launch and commercialize our products. There are no assurances that future funding will be available on favorable terms or at all. If additional funding is not obtained, we may need to reduce, defer or cancel additional product development or overhead expenditures to the extent necessary. The failure to fund our operating and capital requirements could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to raise capital when needed or on attractive terms, we could be forced to delay, reduce or eliminate our research and development programs or any future commercialization efforts. Any of these events could significantly harm our business, financial condition and prospects.

Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.

Our historical financial statements have been prepared under the Exchange Act after fiscal year 2016 if we fail to file a form 8A or have less than 300 record shareholders at the beginning of any given fiscal year.

If the registration statement is declared effective before December 31, 2016, as required under Section 15(d) of the Securities Exchange Act of 1934,assumption that we will be required to file periodic reports with the Securities and Exchange Commission after the date the registration statement is declared effective, includingcontinue as a Form 10-K, for the fiscal year ended December 31, 2016. However, we will not be subject to the proxy rules or Section 16 of the Securities Exchange Act of 1934, or requiredgoing concern. Our independent registered public accounting firm has expressed substantial doubt in our ability to continue filing periodic reports for any fiscal year thereafter at the beginning of which we have less than 300 shareholders of record.  

At or prioras a going concern. Our ability to December 31, 2016, we intend voluntarilycontinue as a going concern is dependent upon our ability to file a registration statement on Form 8-A which will subject us to all of the reporting requirements of the 1934 Act. This will require us to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC. In addition, our officers, directors and 10% stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity.

If we elect not to file a registration statement on Form 8-A, so long as we have less than 300 record shareholders at the beginning of a fiscal year, for that fiscal year we will not be required to file periodicobtain additional equity financing or other reports with the SEC, other thancapital, attain further operating efficiencies, reduce expenditures, and, ultimately, generate more revenue. The doubt regarding our potential ability to continue as stated above for fiscal year 2016, and will not be subjecta going concern may adversely affect our ability to the proxy statementobtain new financing on reasonable terms or other information requirements of the 1934 Act, and our officers, directors and 10% stockholders will not be required to submit reports to the SEC on their stock ownership and stock trading activity. We are not required under Section 12(g) to become a mandatory 1934 Act filer unless we have more than 2,000 shareholders or 500 “unaccredited” shareholders, and total assets of more than $10 million.

Potential investors may be less interested in purchasing our stockat all. Additionally, if we are not requiredunable to report tocontinue as a going concern, our stockholders may lose some or all of their investment in the SEC and the hold period for our securities under Rule 144 would increase from six months to one year.Company.

Risks Related to Management and Personnel

We depend heavily on key personnel, and turnover of key senior management could harm our business.

Our future business and results of operations depend in significant part upon the continued contributions of our senior management personnel. If we lose their services or if they fail to perform in their current positions, or if we are not able to attract and retain skilled personnel as needed, our business could suffer. Significant turnover in our senior management could significantly deplete our institutional knowledge held by our existing senior management team. We depend on the skills and abilities of these key personnel in managing the product acquisition, marketing and sales aspects of our business, any part of which could be harmed by turnover in the future. We do not have written employment agreements with all of our senior management. We do not have any key person insurance.

We expect to face intense competition, often from companies with greater resources and experience than we have.

The health and wellness and hemp derivative industries are highly competitive and subject to rapid change. The industry continues to expand and evolve as an increasing number of competitors and potential competitors enter the market. Many of these competitors and potential competitors have substantially greater financial, technological, managerial and research and development resources and experience than we have. Some of these competitors and potential competitors have more experience than we have in the development of hemp products, including validation procedures and regulatory matters. Moreover, some of these competitors may have patents or pending patent applications that our products infringe and for which we would need a license to become free to operate. In addition, our products compete with product offerings from large and well-established companies that have greater marketing and sales experience and capabilities than we or our collaboration partners have. If we are unable to compete successfully, we may be unable to grow and sustain our revenue.

We have substantial capital requirements that, if not met, may hinder our operations.

We anticipate that we will make substantial capital expenditures for research and product development work and acquisitions. If we cannot raise sufficient capital, we may have limited ability to expend the capital necessary to undertake or complete research and product development work and acquisitions. There can be no assurance that debt or equity financing will be available or sufficient to meet these requirements or for other corporate purposes, or if debt or equity financing is available, that it will be on terms acceptable to us. Moreover, future activities may require us to alter our capitalization significantly. Our inability to access sufficient capital for our operations could have a material adverse effect on our financial condition, results of operations or prospects.

Current global financial conditions have been characterized by increased volatility which could negatively impact our business, prospects, liquidity and financial condition.

Current global financial conditions and recent market events have been characterized by increased volatility and the resulting tightening of the credit and capital markets has reduced the amount of available liquidity and overall economic activity. We cannot guaranty that debt or equity financing, the ability to borrow funds or cash generated by operations will be available or sufficient to meet or satisfy our initiatives, objectives or requirements. Our inability to access sufficient amounts of capital on terms acceptable to us for our operations will negatively impact our business, prospects, liquidity and financial condition.

We will need to grow the size of our organization, and we may experience difficulties in managing any growth we may achieve.

As our development and commercialization plans and strategies develop, we expect to need additional research, development, managerial, operational, sales, marketing, financial, accounting, legal, and other resources. Future growth would impose significant added responsibilities on members of management. Our management asmay not be able to accommodate those added responsibilities, and our failure to do so could prevent us from effectively managing future growth, if any, and successfully growing our company.

We may expend our limited resources to pursue a whole hasparticular product and may fail to capitalize on products that may be more profitable or for which there is a greater likelihood of success.

Because we have limited experience in managing the day to day operations of a public companyfinancial and asmanagerial resources, we have focused our efforts on particular products. As a result, we may incur additional expensesforego or delay pursuit of opportunities with other products that later prove to have greater commercial potential. Our resource allocation decisions may cause us to fail to capitalize on viable commercial products or profitable market opportunities. Any failure to improperly assess potential products could result in missed opportunities and/or our focus on products with low market potential, which would harm our business and financial condition.

We engage in transactions with related parties and such transactions present possible conflicts of interest that could have an adverse effect on us.

We have entered, and may continue to enter, into transactions with related parties for financing, corporate, business development and operational services, as detailed herein. Such transactions may not have been entered into on an arm’s-length basis, and we may have achieved more or less favorable terms because such transactions were entered into with our related parties. We rely, and will continue to rely, on our related parties to maintain these services. If the pricing for these services changes, or if our related parties cease to provide these services, including by terminating agreements with us, we may be unable to obtain replacements for these services on the same terms without disruption to our business. This could have a material effect on our business, results of operations and financial condition.

Such conflicts could cause an individual in our management to seek to advance his or her economic interests or the economic interests of certain related parties above ours. Further, the appearance of conflicts of interest created by related party transactions could impair the confidence of our investors, which could have a material adverse effect on our liquidity, results of operations and financial condition.

Any inability to protect our intellectual property rights could reduce the value of our technologies and brands, which could adversely affect our financial condition, results of operations and business.

Our business is dependent upon our trademarks, trade secrets and other intellectual property rights. There is a risk of certain valuable trade secrets being exposed to potential misappropriation. The efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any significant impairment of our intellectual property rights could harm our business or our ability to compete. There is a risk that we may have insufficient resources to counter adequately such misappropriation or infringement through negotiation or the use of legal remedies. It may not be practicable or cost effective for us to fully protect our intellectual property rights in some countries or jurisdictions. If we are unable to successfully identify and stop unauthorized use of our intellectual property, we could lose potential revenue and experience increased operational and enforcement costs, which could adversely affect our financial condition, results of operations and business.

Our potential for rapid growth and our entry into new markets make it difficult for us to evaluate our current and future business prospects, and we may be unable to effectively manage any growth associated with these new markets, which may increase the managementrisk of your investment and could harm our Company.

The management team is responsible for thebusiness, financial condition, results of operations and reporting ofcash flow.

Our entry into the Company. The requirements of operating asrapidly growing CBD, CBN, CBG and delta-8 markets may place a small public company are manysignificant strain on our resources and sometimes difficult to navigate. Thisincrease demands on our executive management, personnel and systems, and our operational, administrative and financial resources may require us to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned.inadequate. We may also not be requiredable to hire additional staff to comply with additional SEC reporting requirements.effectively manage any expanded operations, or achieve planned growth on a timely or profitable basis, particularly if the number of customers using our technology significantly increases or their demands and needs change as our business expands. If we lack cash resourcesare unable to cover these costsmanage expanded operations effectively, we may experience operating inefficiencies, the quality of being a public company in the future, our failure to comply with reporting requirementsproducts and other provisions of securities lawsservices could negatively affectdeteriorate, and our stock pricebusiness and adversely affect our potential results of operations cash flow and financial condition after we commence operations.could be materially adversely affected.

Because we do not have an audit or compensation committee, shareholders will have to rely on the entire board of directors 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 the board of directors as a whole. 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.

Certain of our stockholders hold a significant percentage of our outstanding voting securities which could reduce the ability of minority shareholders to effect certain corporate actions.

Our officers and directors are the beneficial owners of approximately 82% of our outstanding voting power .. Assuming all shares offered hereby are sold to investors, our officers and director would hold approximately 74% of the Company’s voting power .. As a result, they possess significant influence and can elect a majority of our board of directors and authorize or prevent proposed significant corporate transactions. Further, their ownership and control may have the effect of facilitating and expediting a future change in control, merger, consolidation, takeover or other business combination, or encouraging a potential acquirer to make a tender offer. Their ownership and control may also have the effect of delaying, impeding, or preventing a future change in control, merger, consolidation, takeover or other business combination, or discouraging a potential acquirer from making a tender offer.

It should be noted that the Company has issued 10 shares of its Class A Preferred Stock, with 10 more authorized. For each preferred share, the holder is entitled to 20,000,000 votes. Thus, one preferred share, until converted into common shares at a rate of 10,000,000 common shares per preferred share, has the same voting power as 20,000,000 common shares. This gives the preferred shareholders significant ability to influence Company votes and dilute common shareholders’ voting power. A significant portion of the voting power held by officers and directors is due to their ownership of the issued preferred shares.

If we are unable to implementdevelop and maintain effectiveour brand and reputation for our product offerings, our business and prospects could be materially harmed.

Our business and prospects depend, in part, on developing and then maintaining and strengthening our brands and reputation in the markets we serve. If problems with our products or technologies cause customers to experience operational disruption or failure or delays, our brand and reputation could be diminished. If we fail to develop, promote and maintain our brand and reputation successfully, our business and prospects could be materially harmed.

If we or any of our suppliers or third-parties on which we rely for the development, manufacturing, marketing, or sale of our products fails to comply with regulatory requirements applicable to the development, manufacturing, marketing, and sale of our product candidates, regulatory agencies may take action against us or them, which could significantly harm our business.

Our product candidates, along with the development process, the manufacturing processes, labeling, advertising, and promotional activities for these products, are subject to continual requirements and review by the FDA and state and foreign regulatory bodies. Regulatory authorities subject a marketed product, its manufacturer, and the manufacturing facilities to continual review and periodic inspections. We, our suppliers, third-parties on which we rely, and our and their respective contractors, suppliers and vendors, will be subject to ongoing regulatory requirements, including complying with regulations and laws regarding advertising, promotion and sales of products (including applicable anti-kickback, fraud and abuse and other health care laws and regulations), required submissions of safety and other post-market information and reports, registration requirements, Clinical Good Manufacturing Practices (cGMP) regulations (including requirements relating to quality control and quality assurance, as well as the corresponding maintenance of records and documentation), and the requirements regarding the distribution of samples to physicians and recordkeeping requirements. Regulatory agencies may change existing requirements or adopt new requirements or policies. We, our suppliers, third-parties on which we rely, and our and their respective contractors, suppliers, and vendors, may be slow to adapt or may not be able to adapt to these changes or new requirements.

Failure to comply with regulatory requirements may result in any of the following:

We could be subject to costly product liability claims related to our products.

Since most of our products are intended for human use, we face the risk that the use of our products may result in adverse side effects to people. We face even greater risks upon further commercialization of our products. An individual may bring a product liability claim against us alleging that one of our products causes, or is claimed to have caused, an injury or is found to be unsuitable for consumer use. Any product liability claim brought against us, with or without merit, could result in:

Product liability claims may subject us to the foregoing and other risks, which could have a material adverse effect on our business, results of operations, financial condition, and prospects.

The legality of certain products containing hemp derivatives is currently uncertain and the Company could be subject to enforcement action by the FDA and certain state regulatory agencies.

In 2018, the federal Farm Bill removed hemp as a Schedule I drug under the Controlled Substances Act and hemp may now be grown as a commodity crop, with restrictions; however, the 2018 Farm Bill did not specifically legalize CBD. Until Congress promulgates rules and regulations relating to hemp derived cannabinoids, the “legal” status of such, or the processes the Company may have to implement (and at what expense), are still unknowns. A similar paradigm exists under various state laws with which the Company will have to comply. Further, the FDA currently considers the addition of CBD to food products, cosmetics or supplements to be prohibited and also prohibits the advertisement of CBD products with health claims. In addition, the FDA has recently increased its review of and enforcement against CBD companies. Should the Company become subject to enforcement action by the FDA, it could be forced to spend significant sums defending against such enforcement, pay significant fines and ultimately could be forced to stop offering some or all of its CBD products, which would materially, negatively affect the Company’s business and shareholders’ investments. In addition, notwithstanding the intense pressure on FDA to fast-track the CBD approval process, it is likely that the approval process for use of CBD or other cannabinoids in foods, cosmetics or supplements will take years.

Due to the controversy over the cannabis plant within the United States, we face challenges getting our products into stores and into the hands of the end user.

The Company intends to release products that contain CBD derived from hemp that are legal within the U.S. However, it is possible we may face scrutiny and run into issues getting our products into stores due to hesitation by stores to carry any product at all affiliated with the cannabis plant, as well as federal, state and local regulations that may restrict our ability to sell cannabinoid products.

The Company’s production of Delta-8 and Delta-10 could subject it to enforcement action by certain federal and state regulatory agencies.

Delta-8 and Delta-10 are cannabis compounds that can cause effects similar to regular delta-9 THC, the main compound in cannabis that gets users high. They can be extracted from either hemp or marijuana, but all of the Company’s delta-8 products are made with hemp containing no more than 0.3% THC. Because of the 2018 Farm Bill, hemp can be legally grown and used for extractions all over the United States. Notwithstanding the foregoing, the legality of hemp derived Delta-8 and Delta-10 is in a gray area and varies from state-to-state, with some states allowing, some not addressing specifically, and others banning due to similarity to delta-9. The federal legality of Delta-8 and Delta-10 is still unclear. Should the Company become subject to enforcement action by federal or state agencies, it could be forced to spend significant sums defending against such enforcement and ultimately could be forced to stop offering some or all of its Delta-8 and/or Delta-10 products and/or be subject to other civil or criminal sanctions, which would materially, negatively affect the Company’s business and shareholders’ investments.

The novel coronavirus disease of 2019 (“COVID-19”) has had, and continues to have, broad impacts on multiple sectors of the global economy, making it difficult to predict the extent of its impact on our business.

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.

The full impact of the COVID-19 outbreak continues to evolve as of the date of this Offering Circular. As such, it is uncertain as to the full magnitude that the pandemic will have on our financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on our financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, we are not able to estimate the effects of the COVID-19 outbreak on our results of operations, financial condition, or liquidity for the foreseeable future. We have experienced negative impacts from COVID in the form of reduced sales, delayed operations, inability to effectuate certain business plans, supply chain issues and the like.

Our acquisitions may expose us to unknown liabilities.

Because we have acquired, and expect generally to acquire, all (or a majority of) the outstanding securities of certain of our acquisition targets, our investment in those companies are or will be subject to all of their liabilities other than their respective debts which we paid or will pay at the time of the acquisitions. If there are unknown liabilities or other obligations, our business could be materially affected. We may also experience issues relating to internal controlcontrols over financial reporting that could affect our ability to comply with the Sarbanes-Oxley Act, or that could affect our ability to comply with other applicable laws.

If we fail to comply with government laws and regulations it could have a materially adverse effect on our business.

Our industry is subject to extensive federal, state and local laws and regulations that are extremely complex and for which, in many instances, the industry does not have the benefit of significant regulatory or judicial interpretation. We exercise care in structuring our operations to comply in all material respects with applicable laws to the extent possible. We will also take such laws into account when planning future operations and acquisitions. The laws, rules and regulations described above are complex and subject to interpretation. In the event of a determination that we are in violation of such laws, rules or regulations, or if further changes in the regulatory framework occur, any such determination or changes could have a material adverse effect on our business. There can be no assurance however that we will not be found in noncompliance in any particular situation.

Any failure to comply with all applicable federal and state anti-kickback laws may result in fines and other liabilities, which may adversely affect the Company’s results of operations and reputation.

The federal anti-kickback statute (the “AKS”) applies to Medicare, Medicaid and other state and federal programs. AKS prohibits the solicitation, offer, payment or receipt of remuneration in return for referrals or the purchase, or in return for recommending or arranging for the referral or purchase, of goods, including drugs, covered by the federal health care programs. At present, the Company does not participate in any federal programs and its products are not reimbursed by Medicare, Medicaid or any other state or federal program. The AKS is a criminal statute with criminal penalties, as well as potential civil and administrative penalties. The AKS, however, provides several statutory exceptions and regulatory “safe harbors” for particular types of transactions. Many states have similar fraud and abuse laws and their own anti-kickback laws, some of which can apply to all payors, and not just governmental payors. While the Company believes that it is in material compliance with both federal and state AKS laws, the AKS laws present different levels of risks as to two of the Company’s lines of business: (1) sale of the Company’s medical foods, and (2) sale of the Company’s medical devices.

At present, the Company’s products are not reimbursable under any federal program. If, however, that changes in the future investorsand it were determined that the Company was not in compliance with the AKS, the Company could be subject to liability, and its operations could be curtailed, which could have a material adverse effect on the Company’s business, financial condition and results of operations. Moreover, if the activities of its customers or other entity with which the Company has a business relationship were found to constitute a violation of the AKS and the Company, as a result of the provision of products or services to such customer or entity, were found to have knowingly participated in such activities, the Company could be subject to sanctions or liability under such laws, including civil and/or criminal penalties, as well as exclusion from government health programs. As a result of exclusion from government health programs, neither products nor services could be provided to any beneficiaries of any federal healthcare program.

We may lose confidencenot maintain sufficient insurance coverage for the risks associated with our business operations.

Risks associated with our business and operations include, but are not limited to, claims for wrongful acts committed by our officers, directors, and other representatives, the loss of intellectual property rights, the loss of key personnel, risks posed by natural disasters and risks of lawsuits from customers who are injured from or dissatisfied with our products. Any of these risks may result in significant losses. We cannot provide any assurance that our insurance coverage is sufficient to cover any losses that we may sustain, or that we will be able to successfully claim our losses under our insurance policies on a timely basis or at all. If we incur any loss not covered by our insurance policies, or the compensated amount is significantly less than our actual loss or is not timely paid, our business, financial condition and results of operations could be materially and adversely affected.

Our ability to service our indebtedness will depend on our ability to generate cash in the future.

Our ability to make payments on our indebtedness will depend on our ability to generate cash in the future. Our ability to generate cash is subject to general economic and market conditions and financial, competitive, legislative, regulatory and other factors that are beyond our control. Our business may not generate sufficient cash to fund our working capital requirements, capital expenditure, debt service and other liquidity needs, which could result in our inability to comply with financial and other covenants contained in our debt agreements, our being unable to repay or pay interest on our indebtedness, and our inability to fund our other liquidity needs. If we are unable to service our debt obligations, fund our other liquidity needs and maintain compliance with our financial and other covenants, we could be forced to curtail our operations, our creditors could accelerate our indebtedness and exercise other remedies and we could be required to pursue one or more alternative strategies, such as selling assets or refinancing or restructuring our indebtedness. However, such alternatives may not be feasible or adequate.

We are currently in default of all loans from Arena Special Opportunities Partners I, LP, a Delaware limited partnership (the “ASOP”) and Arena Special Opportunities Fund, LP, a Delaware limited partnership (“ASOF” and, collectively with ASOP, the “Holders”), which were due January 31, 2021. Under the terms of the notes to Holders, the Company faces significant consequences due to its defaults in payment to Holders, including increased interest and substantial fees. In addition, Holders could elect to foreclose on all of the assets of the Company and its subsidiaries in order to cover the debt owed Holders. The Company intends to use partial proceeds from this Offering to repay Holders.

SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS

This prospectus and the documents it incorporates contains forward-looking statements. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in our forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances described in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of our financial reports and the market price of our common stock may decline.

As a public company, we will be required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. If we identify material weaknesses in our internal control over financial reporting or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the Securities and Exchange Commission, or the SEC, or other regulatory authorities, which could require additional financial and management resources. 

SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS

Some of the statements in this prospectus are “forward-looking statements.” These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the factors set forth above under “Risk Factors.” The words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar expressions identify forward-looking statements. We caution you not to place undue reliance on these forward-looking statements.

We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this document to reflect any future or developments. However,

INDUSTRY AND MARKET DATA

This prospectus contains estimates, projections and other information concerning our industry, our business, and the Private Securities Litigation Reform Actmarkets for our product candidates, including data regarding market research, estimates and forecasts prepared by our management. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. Unless otherwise expressly stated, we obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry, medical and general publications, government data and similar sources. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of 1995this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is not available to us as a non-reporting issuer. Further, Section 27A(b)(2)(D) ofderived from the Securities Act and Section 21E(b)(2)(D) ofsame sources, unless otherwise expressly stated or the Securities Exchange Act expressly statecontext otherwise requires.

USE OF PROCEEDS

We estimate that the safe harbornet proceeds we will receive from this offering will be approximately $9,230,000 ($10,644,500 if the underwriter exercises its over-allotment option in full), based on the assumed public offering price of $7.35 per Unit, the last reported sale price of our common stock on the OTCQB on February 8, 2022 (after adjusting for forward looking statements does not apply to statements made in connection with an initial public offering.

USE OF PROCEEDS

the 2021 Reverse Split), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will notonly receive anyadditional proceeds from the sale of shares offered by the selling shareholders. The following table illustrates the amount of net proceeds to be received by the Company on the sale of shares by the Company and the intended uses of such proceeds over an approximate 12 month period. The Use of Proceeds does not include any funds to be received from the exercise of warrants offered hereby.

(1)  The Company hasthe Series X Warrants issuable in connection with this Offering if the Series X Warrants are exercised and the holders of such Series X Warrants pay the exercise price in cash upon such exercise and do not committed to, but may, incur up to $220,000 (11%utilize the cashless exercise provision of the dollar amountSeries X Warrants.

Each $1.00 increase (decrease) in the assumed public offering price per Class A Unit (or Class B Unit) would increase (decrease) the net proceeds to us by approximately $ million, assuming the number of shares sold)units offered by us, as set forth on the cover page of this prospectus, remains the same, and assuming the exercise of all Series Y Warrants included in sellingthe Class B Units, no exercise of any of the Series X Warrants and no exercise of any option to purchase additional securities, and after deducting the estimated underwriting discounts and commissions and reimbursementsestimated offering expenses payable by us. We may also increase or decrease the number of units to selling agents,be sold in this offering. Each increase (decrease) of 100,000 units offered by us would increase (decrease) the net proceeds to us by approximately $ million, assuming the assumed public offering price remains the same, and assuming the exercise of all Series Y Warrants included in the Class B Units, no exercise of any of the Series X Warrants and no exercise of any option to purchase additional securities, offered are sold. If we do not engage any selling agents, these funds will be applied towards Management Staff Salaries and working capital.after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

(2)  TheIn general, the Company will use net proceeds from this offering for operations, new product development, acquisitions, rent, repayment of debt, and working capital to pay for miscellaneous offering and general operating expenses.capital.

The allocation of the Use of Proceeds among the categories of anticipated expenditures represents management’s best estimates based on the current status of the Company’s proposed operations, plans, investment objectives, capital requirements, and financial conditions. Future events, including changes in economic or competitive conditions of our business plan or the completion of less than the total offering, may cause the Company to modify the above-described allocation of proceeds. The Company’s use of proceeds may vary significantly in the event any of the Company’s assumptions prove inaccurate. We reserve the right to change the allocation of net proceeds from the offering as unanticipated events or opportunities arise.

DETERMINATION OF OFFERING PRICE

In determining the offering price of the common stock and the exercise price of the warrants,Units, we have considered a number of factors including, but not limited to, the current market price of our common stock, trading prices of our common stock over time, the illiquidity and volatility of our common stock, our current financial condition and the prospects for our future cash flows and earnings, and market and economic conditions at the time of the offering.offering, and Nasdaq bid requirements. The offering price for the common stockUnits sold in this offering may be lessmore than the market price for our common stock.

DILUTION

DILUTION

No dilution should be experienced due to the sale of shares by selling shareholders. However, all

All investors purchasing inUnits from the companyCompany in this offering will experience immediate dilution, as exampled below, and all shareholders in the Company may be subject to dilution from the exercise of warrants offered hereby or other convertible securities currently outstanding in the Company, or if the Company issues more of its authorized stock.

Our net tangible book value as of March 31, 2016September 30, 2021 was $48,226,$4,847,053, or approximately $0.000196 per share. Net tangible book value$1.54 per share represents our total tangible assets less total liabilities, divided by the number ofbased on 3,155,850 shares of common stock outstanding.outstanding as of February 8, 2022 (after adjusting for the 2021 Reverse Split).

Net tangible book value dilutionAfter giving further effect to the sale of 1,394,558 Class A Units (or Class B Units) in this Offering, at an assumed public offering price of $7.35 per shareUnit, the last reported sale price of our common stock to new investors representson the difference betweenOTCQB Market on February 8, 2022 (after adjusting for the amount per share paid2021 Reverse Split), and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by purchasersus, and assuming the exercise of all Series Y Warrants included in this offering and the as adjusted net tangible book value per shareClass B Units, no exercise of common stock immediately after completion of this offering. After giving effect to our saleany of the maximum offering amountSeries X Warrants and no exercise of $2,000,000 inany option to purchase additional securities, assuming $0 in offering or other expenses, our as adjusted net tangible book value as of March 31, 2016 would have been $1,951,774,approximately $14,077,053, or $0.006834$3.90 per share.  This represents an immediate increase in net tangible book value of $0.007030$2.36 per share to existing stockholders and an immediate dilution of $3.45 per share to investors purchasing units in this Offering at the public offering price. The following table illustrates this per share dilution.

The following table illustrates this calculation on a per share basis.

If the underwriter exercises its option to purchase additional shares in full, our as-adjusted net tangible book value would be $15,491,553, or $3.25 per share, representing an increase in the net tangible book value to existing stockholders of $1.72 per share and immediate dilution of $4.10 per share to new investors purchasing shares of our common stock in this offering.

The following does not take into account conversion of preferred stock or exercise of warrants and assumes there has been no change in net tangible book value of $0.043166[2] per share to investors ofsince September 30, 2021.

UNDERWRITING

We are offering the Units described in this offering,prospectus through the underwriters named below. We have entered into an underwriting agreement, dated February __, 2022, with H.C. Wainwright & Co., LLC (“Wainwright” or the “Representative”), who is acting as illustrated in the following table:

Calculations assume all 10 preferred shares have been converted into 100,000,000 shares of common stock for a total of 245,608,250 shares of common stock outstanding, but do not assume exercise of any outstanding warrants or convertible securities in the Company or exercisebook-running manager of the warrants offered hereby.

SELLING SHAREHOLDERS

Table of Selling Shareholders

The personsoffering. Subject to the terms and entities named below are the “selling shareholders.” The table assumes that allconditions of the securities will be sold in this offering. However, any or all ofunderwriting agreement, the securities listed below may be retained by any of the selling shareholders, and therefore, no accurate forecast can be made asunderwriter has agreed to purchase the number of our securities thatset forth opposite its name below, if any are purchased. A copy of the underwriting agreement will be held by the selling shareholders upon termination of this offering.

Except as noted, we believe that the selling shareholders holders listed in the table have sole voting and investment powers with respect to the securities indicated and have never been one of our officers or directors. Each selling shareholder has an agreement with the Company whereby the Company respectively agreed to register the selling shareholders’ shares in the event the Company were to file a registration statement with the SEC.  We will not receive any proceeds from the sale of the securities by the selling shareholders. None of our selling shareholders is, or is affiliated with, a broker-dealer. All selling shareholders may be deemed underwriters.

The percentages in this table are based on a grand total of 145,608,250 common shares issued and outstanding, including those held by affiliates, as of June 1, 2016. This presumes that no shares offered directly by the Company are sold.

(1) Peer Ericson is the natural person having voting and investment control over the shares beneficially owned by Peer Ericson Holdings. Peer Ericson Holdings acquired its shares pursuant to a subscription agreement with the Company, dated August 19, 2015, whereby it purchased 1,000,000 shares for $0.10 per share.  The Company granted the investor “piggyback registration rights” pursuant to the subscription agreement.

(2) Darlene Pergola is the natural person having voting and investment control over the shares beneficially owned by Sky Direct, LLC. Sky Direct received its shares pursuant to a bridge financing agreement with the Company, dated August 20, 2015. Pursuant to the agreement, Sky Direct agreed to fund the Company with up to $200,000, evidenced by promissory notes, and the Company agreed to issue Sky Direct up to 10,000,000 shares of common stock. To date, Sky direct has funded $50,000 and received 5,000,000 shares.

(3) Howard Schwartz is the natural person having voting and investment control over the shares beneficially owned by Microcap Headlines, Inc., which acquired its shares pursuant to a services agreement with the Company, dated August 21, 2015, whereby it irrevocably received 400,000 shares for the initial six month term of its services.  The Company granted the investor “piggyback registration rights” pursuant to the agreement.

(4) Michael T. Studer, CPA PC is the natural person having voting and investment control over the shares beneficially owned by the Michael T. Studer Family Trust, which acquired its shares in satisfaction of $15,000 owed Michael Studer for past services rendered.  

PLAN OF DISTRIBUTION

Our common stock is currently on OTC Market’s Pink Sheets under the symbol “WRAP.” However, such listing may not be sustained in the future should we fail to meet OTC Market’s criteria for maintaining listing. Further, there is limited trading of our shares and there is not yet a market for our warrants. Accordingly, our shares should be considered highly illiquid, which inhibits investors’ ability to resell their shares.

Upon this registration statement being declared effective, the selling shareholders and Company may offer and sell shares from time to time until all of the shares registered are sold; however, this offering will terminate two years from the initial effective date of this registration statement, unless extended or terminated by the Company pursuant to a post-effective amendment.

There can be no assurances that the Company or selling shareholders will sell any or all of the securities. In various states, the securities may not be sold unless these securities have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

We will pay all the fees and expenses incident to the registration of the securities but will not pay any commissions or similar fees on the sale of selling shareholder shares offered pursuant to this prospectus.

All of the foregoing and following may affect the marketability of our securities. Should any substantial change occur regarding the status or other matters concerning the selling shareholders or us, we will file a post-effective amendment to this registration statement disclosing such matters.

Selling Shareholders

Selling shareholders are offering up to 6,550,000 shares of common stock. The selling shareholders will offer their shares at $0.05 per share until such time as the Company’s shares are listed on a recognized inter-dealer quotations system (e.g. OTCQB), at which time selling shareholder shares will be sold at prevailing market prices through market transactions or privately negotiated prices.. We will not receive proceeds from the sale of shares from the selling shareholders.

Selling shareholders in this offering may be considered underwriters, as that term is defined in Section 2(11) of the Securities Act. We are not aware of any underwriting arrangements that have been entered into by the selling shareholders. The distribution of the securities by the selling shareholders may be effected in one or more transactions that may take place in the OTC Markets, including broker's transactions or privately negotiated transactions.

The selling shareholders may pledge all or a portion of the securities owned as collateral for margin accounts or in loan transactions, and the securities may be resold pursuant to the terms of such pledges, margin accounts or loan transactions. Upon default by such selling shareholders, the pledge in such loan transaction would have the same rights of sale as the selling shareholders under this prospectus. The selling shareholders may also enter into exchange traded listed option transactions, which require the delivery of the securities listed under this prospectus. The selling shareholders may also transfer securities owned in other ways not involving market makers or established trading markets, including directly by gift, distribution, or other transfer without consideration, and upon any such transfer the transferee would have the same rights of sale as such selling shareholders under this prospectus.

Each of the selling shareholders will be affected by the applicable provisions of the Securities Exchange Act of 1934, including, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the securities by the selling shareholders or any such other person. We have instructed our selling shareholders that they may not purchase any of our securities while they are selling shares under this registration statement.

We will not pay for any expenses relating to the sale of shares by the selling shareholders except the fee for this registration statement, edgarizing and other expenses related to filing this registration statement.

The Company

In addition to the shares being offered by selling shareholders, we are offering up to 40,000,000 shares of our common stock, together with warrants to purchase up to 20,000,000 shares of common stock, for a total of up to $2,000,000 in gross offering proceeds, assuming all securities are sold. Units consisting of one share of common stock and one warrant to purchase ½ common share are being offered at a price of $0.05 per unit. Each warrant offered shall have a term of three years and with an exercise a price of $0.10 per share.

There is no minimum offering amount or escrow required as a condition to closing and we may sell significantly fewer shares of common stock and warrants than those offered hereby. The minimum investment for any investor purchasing directly from the Company is $10,000, unless such minimum is waived by the Company, which may be done in its sole discretion on a case-by-case basis. Notwithstanding the sale of the maximum offering amount of $2,000,000 by the Company, this offering will not terminate if all shares offered by the selling shareholders have not been sold. In any case, this offering will terminate by the expiration of two years from the date hereof, unless earlier terminated or extended by the Company’s filing of an amendment to the registration statement of which this prospectus is a part.

Currently, we plan to have our executive officers sell the securities on a self-underwritten basis. They will receive no discounts or commissions. Our executive officers will deliver prospectuses to those persons who they believe might have interest in purchasing all or a part of this offering. All shares and warrants will be offered on a “best-efforts” basis.

As of the date of this prospectus, we have not entered into any arrangements with any selling agents for the sale of the securities; however, may engage one or more selling agents to sell the securities in the future. If we elect to do so, we will file an amendment to this Registration Statement to identify them. We intend to compensate selling agents that sell securities in this offering, if any, with commission and reimbursements totaling no more than 11% of the gross proceeds from the securities sold by them, including stock based commissions of up to 8% of the amount of securities sold by them.

All subscription agreements and checks are irrevocable until accepted and should be delivered to the Company at the address provided in the subscription agreement. A subscription agreement executed by a subscriber is not binding on the Company until it is accepted on our behalf by the Company’s CEO or by specific resolution of our Board of Directors.

The proceeds from the sale of the shares in this offering by the Company will be payable directly to the Company for immediate use.

The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers within five days from the Company’s acceptance of the investor’s subscription or as soon thereafter as practicable. Warrants will be delivered at the same time. Stock certificates and warrants will be delivered as reasonably directed by the investor in the subscription agreement.

We have not yet applied for “blue sky” registration in any state, and there can be no assurance that we will be able to apply, or that our application will be approved and our securities will be registered, in any state in the US. If applicable, the shares may not be offered or sold in certain jurisdictions unless they are registered or otherwise comply with the applicable securities laws of such jurisdictions by exemption, qualification or otherwise. We intend to sell the shares only in the states in which this offering has been qualified or an exemption from the registration requirements is available, and purchases of shares may be made only in those states. For further discussion regarding “blue sky” registration please see “Risk Factors” elsewhere in this prospectus.

Our officers will not register as broker-dealers under Section 15 of the Securities Exchange Act of 1934 in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer’s securities and not be deemed to be a broker-dealer. The conditions are that:

Our officers are not statutorily disqualified, are not being compensated, and are not associated with a broker-dealer. They are and will continue to hold their positions as officers or directors following the completion of the offering and have not been during the past 12 months and are currently not brokers or dealers or associated with brokers or dealers. They have not nor will they participate in the sale of securities of any issuer more than once every 12 months. Notwithstanding, our director, Carl Dilley, is a minority owner in a holding company that holds interests in a registered broker dealer, Spartan Securities Group, Ltd. In any case, Mr. Dilley will not be selling securities registered in this offering on our behalf.

OTC Markets Considerations

The OTC Markets is separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of securities quoted on the OTC Markets. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Markets.

Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTC Markets has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files.

Although we believe listing on the OTC Markets will increase liquidity for our stock, investors may have greater difficulty in getting orders filled than if we were on NASDAQ or other exchange. Investors’ orders may be filled at a price much different than expected when an order is placed. Trading activity in general is not conducted as efficiently and effectively on OTC Markets as with exchange-listed securities. Also, because OTC Markets stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.

Investors must contact a broker-dealer to trade OTC Markets securities. Investors do not have direct access to the quotation service. For OTC Markets securities, there only has to be one market maker.

DESCRIPTION OF SECURITIES

The following description is a summary of the material rights of share and warrant holders. Shareholder rights are dictated via the Company’s Articles of Incorporation and Bylaws, and the rights of warrant holders (prior to exercise) are dictated by the warrants. Each of the foregoing documents has been filed as an exhibit to the registration statement of which this prospectus is part.

We have been advised by the underwriter that it proposes to offer the Units directly to the public at the public offering price set forth on the cover page of this prospectus. Any securities sold by the underwriters to securities dealers will be sold at the public offering price less a selling concession not in excess of $ per share and $ per Series X Warrant.

The underwriting agreement provides that the underwriters’ obligation to purchase the securities we are offering is subject to conditions contained in the underwriting agreement.

No action has been taken by us or the underwriters that would permit a public offering of the Units, or the shares of common stock and warrants included in the Units in any jurisdiction outside the United States where action for that purpose is required. None of our securities included in this offering may be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sales of any of the securities offering hereby be distributed or published in any jurisdiction except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons who receive this prospectus are advised to inform themselves about and to observe any restrictions relating to this offering of securities and the distribution of this prospectus. This prospectus is neither an offer to sell nor a solicitation of any offer to buy the securities in any jurisdiction where that would not be permitted or legal.

The underwriter has advised us that it does not intend to confirm sales to any account over which it exercises discretionary authority.

Underwriting Discount and Expenses

The underwriter may offer the securities from time to time to purchasers directly or through agents, or through brokers in brokerage transactions on The Nasdaq Capital Market, or to dealers in negotiated transactions or in a combination of such methods of sale, or otherwise, at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, subject to receipt and acceptance by it and subject to its right to reject any order in whole or in part. The difference between the price at which the underwriter purchases securities from us and the price at which the underwriter resells such securities may be deemed underwriting compensation. If the underwriter effects such transactions by selling securities to or through dealers, such dealers may receive compensation in the form of discounts, concessions, or commissions from the underwriter and/or purchasers of securities for whom they may act as agents or to whom they may sell as principal.

The underwriter is offering the securities, subject to prior sale, when, as and if issued to and accepted by it, subject to approval of legal matters and other conditions specified in the underwriting agreement. The underwriter reserves the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

The following table summarizes the underwriting discount and commission to be paid to the underwriters by us.

We estimate the total expenses payable by us for this offering to be approximately $      , which amount includes (i) the underwriting discount of $        and (ii) reimbursement of the accountable expenses of the underwriters, including the legal fees of the representative and (iii) other estimated company expenses of approximately $       which includes legal accounting printing costs and various fees associated with the registration and listing of our securities.

The securities we are offering are being offered by the underwriter subject to certain conditions specified in the underwriting agreement.

Over-allotment Option

We have granted to the underwriters an option exercisable not later than 30 days after the date of this prospectus to purchase up to a number of additional shares of common stock and/or Series X Warrants equal to 15.0% of the number of shares of common stock (including shares underlying the Series Y Warrants) sold in the primary offering and/or 15.0% of the Series X Warrants sold in the primary offering at the public offering price per share of common stock and the public offering price per Series X Warrant set forth on the cover page hereto less the underwriting discounts and commissions. The underwriter may exercise the option solely to cover overallotments, if any, made in connection with this offering. If any additional shares of common stock and/or Series X Warrants are purchased, the underwriters will offer these shares of common stock and/or Series X Warrants on the same terms as those on which the other securities are being offered.

Nasdaq Listing

Our shares of common stock are quoted on the OTCQB under the symbol “CANB.” We have applied to list our common stock and Series X Warrants on The Nasdaq Capital Market under the symbol “CANB” and “CANBW”, respectively. There is no assurance that our listing application will be approved. We will not consummate this offering unless our common stock and Series X Warrants are approved for listing on The Nasdaq Capital Market. There is no established public trading market for the pre-funded warrants, and we do not expect a market to develop. In addition, we do not intend to apply to list the pre-funded warrants on any national securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the pre-funded warrants will be limited.

Determination of Offering Price

The public offering price of the securities offered by this prospectus will be determined by negotiation between us and the underwriters among the factors considered in determining the public offering price of the Units were;

The offering price stated on the cover page of this prospectus should not be considered an indication of the actual value of the securities sold in this offering. That price is subject to change as a result of market conditions and other factors and we cannot assure you that the securities sold in this offering can be resold at or above the public offering price.

Lock-up Agreements

Our officers, directors and each of their respective affiliates and associated partners have agreed with the underwriters to be subject to a lock-up period of ninety (90) days following the date of this prospectus. This means that, during the applicable lock-up period, such persons may not offer for sale, contract to sell, sell, distribute, grant any option, right or warrant to purchase, pledge, hypothecate or otherwise dispose of, directly or indirectly, any shares of our common stock or any securities convertible into, or exercisable or exchangeable for, shares of our common stock. Certain limited transfers are permitted during the lock-up period if the transferee agrees to these lock-up restrictions. We have also agreed, in the underwriting agreement, to similar lock-up restrictions on the issuance and sale of our securities for days following the closing of this offering, although we will be permitted to issue stock options or stock awards to directors, officers and employees under our existing plans. The representative may, in its sole discretion and without notice, waive the terms of any of these lock-up agreements.

Transfer Agent and Registrar

We have engaged Transhare Corporation located at 2849 Executive Drive, Suite 200, Clearwater, FL 33762 as our transfer agent.

Price Stabilization, Short Positions and Penalty Bids

In connection with the offering the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act:

These stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids, to the extent applicable, may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result, the price of our securities may be higher than the price that might otherwise exist in the open market. Neither we nor the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we nor the underwriters make any representations that the underwriters will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.

Representative’s Warrants

We will issue to Wainwright or its designees warrants to purchase an aggregate number of shares of our common stock equal to 7.0% of the number of shares of common stock issued in this offering, at an exercise price per share equal to 125% of the public offering price (the “Representative’s Warrants”). The Representative’s Warrants will be exercisable, in whole or in part, upon issuance and will expire on the fifth anniversary of the commencement of sales in this offering in accordance with FINRA Rule 5110(g)(8)(A). Pursuant to FINRA Rule 5110(e), the Representative Warrants and any shares of common stock issued upon exercise of the Representative Warrants shall not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of commencement of sales of this offering, except the transfer of any security: (i) by operation of law or by reason of reorganization of the issuer; (ii) to any FINRA member firm participating in the offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction set forth above for the remainder of the time period; (iii) if the aggregate amount of our securities held by the Representative or related persons does not exceed 1% of the securities being offered; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund and the participating members in the aggregate do not own more than 10% of the equity in the fund; (v) the exercise or conversion of any security, if all securities remain subject to the lock-up restriction set forth above for the remainder of the time period; (vi) if we meet the registration requirements of Forms S-3, F-3 or F-10; or (vii) back to us in a transaction exempt from registration with the SEC. The Representative Warrants and the shares of common stock underlying the Representative Warrants are registered on the registration statement of which this prospectus forms a part.

Tail

In the event that any investors that were contacted about this offering or were introduced to us in connection with this offering by the underwriter provide any capital to us in a public or private offering or other financing or capital-raising transaction of any kind within twelve months following the date of the expiration or termination of our engagement of the underwriter, we shall pay the underwriter certain cash and warrant compensation on the gross proceeds from such investors.

Indemnification

We have agreed to indemnify the underwriter against certain liabilities, including certain liabilities arising under the Securities Act or to contribute to payments that the underwriter may be required to make for these liabilities.

DESCRIPTION OF SECURITIES

The following description is a summary of the material rights of shareholders and Warrant holders. Shareholder rights are dictated via the Company’s Articles of Incorporation and Bylaws. The rights of holders of Series Y Warrants and Series X Warrants are dictated by the terms of the Series Y Warrants and Series X Warrants, respectively. Each of the foregoing documents has been filed as an exhibit to this prospectus. The following brief summary of the material terms and provisions of the Warrants is subject to, and qualified in its entirety by, the applicable form of Warrant.

Units

We are offering up to 1,394,558 Class A Units, with each Class A Unit consisting of one share of common stock and one Series X Warrant to purchase one share of common stock at an exercise price per share of $        , together with the share of common stock underlying each Series X Warrant, at an assumed public offering price of $7.35 per Class A Unit, which is the last reported sale price of our common stock on OTCQB on February 8, 2022 (after adjusting for the 2021 Reverse Split). The Class A Units will not be certificated and the shares of common stock and Series X Warrants comprising such units are immediately separable and will be issued separately but will be purchased together in this Offering. 

We are also offering to those purchasers whose purchase of Class A Units in this Offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock following the consummation of this Offering, the opportunity to purchase, in lieu of the number of Class A Units that would result in ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%), up to 1,394,558 Class B Units. Each Class B Unit consists of one Series Y Warrant to purchase one share of common stock at an exercise price per share of $0.0001 and one Series X Warrant to purchase one share of common stock at an exercise price per share of $         , together with the share of common stock underlying each Warrant, at an assumed public offering price of $7.3499 per Class B Unit, which is the public offering price per Class A Unit minus $0.0001. The Class B Units will not be certificated and the Series Y Warrants and Series X Warrants comprising such units are immediately separable and will be issued separately but will be purchased together in this Offering.  The number of Class A Units sold in the offering shall be reduced on a one-to-one basis for each Class B Unit sold.

Common Stock

We are authorized to issue 400,000,0001,500,000,000 shares of common stock, with noNil par value.value per share. As of the date of this registration statement,February 8, 2022, there were 145,680,250approximately 3,155,850 shares of common stock issued and outstanding, held by 151approximately 238 shareholders of record.

Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of shareholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the shareholders of our common stock who hold, in the aggregate, more than fifty percent (50%) of the total voting rights can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law. Shareholders may take action by written consent of over 50% of the issued and outstanding common stock of the Company.consent.

Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available. We have not paid any dividends to common stockholders since our inception, and we presently anticipate that all earnings, if any, will be retained for development of our business. Any future disposition of dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.

Holders of our common stock have no pre-emptive rights or other subscription rights, conversion rights, redemption or sinking fund provisions. Upon our liquidation, dissolution or winding up, the holders of our common stock will be entitled to share rateablyratably in the net assets legally available for distribution to shareholders after the payment of all of our debts and other liabilities. There are not any provisions in our Articles of Incorporation or our Bylaws that would prevent or delay change in our control.

Series A Preferred StockNOTE:

The Company has approved a 1-for-15 reverse stock split of its common stock, which it intends to effectuate upon consummation of this Offering. It expects that upon effectuation, the number of Units offered and the assumed offering price will be proportionately affected. The Company will not effectuate the 2021 Reverse Split if it does not get approved for uplisting to Nasdaq

Preferred Stock

We are authorized the issuanceto issue 5,000,000 shares of preferred stock, including 20 shares of Series A Preferred Stock, 500,000 shares of Series B Preferred Stock, 2,000 shares of Series C Convertible Preferred Stock, and 4,000 shares of Series D Preferred Stock. As of January 24, 2021, there were 20 shares of Series A Preferred Stock, 1,950 of Series D Preferred Stock and no shares of Series B Preferred Stock or Series C Convertible Preferred Stock issued and outstanding.

On or around July 28, 2020, shareholders holding a majority of the Company’s voting stock approved an amendment to the certificate of designation for the Series A Preferred Shares. Once the amendment is filed, the Series A Preferred Shares will have the following rights and privileges: All Series A Preferred Shares shall rank senior to all shares of Common Stock of the Company with respect to liquidation preferences and shall rank pari passu to all current and future series of preferred stock, unless otherwise stated in the certificate of designation for such preferred stock. EachIn the event of the liquidation or winding up of the Company, whether voluntary or involuntary, each holder of Series A Preferred stock may elect (i) to receive, in preference to the holders of Common Stock, a one-time liquidation preference on a per-share amount equal to the per-share value of such Series A Shares on the applicable issuance date, as recorded in the Company’s financial records, or (ii) to participate pari passu with the Common Stock on an as-converted basis. The holders of Series A preferred Shares shall be entitled to receive such dividends paid and distributions made to the holders of shares of common stock to the same extent as if such holders had converted each preferred share held by each of them into shares of common stock. Each share of Series A Preferred Stock is entitled to 66,667 votes and may be converted into 33,334 shares of common stock. Par value for the Series A Preferred Shares will be $0.001.

Series B Preferred Stock ranks senior to all other stock of the Company. Series B holders are entitled to quarterly dividends in cash or shares of common stock. Series B stock is convertible into 10,000,000 shares of common stock and the certificate of designation for the Series B Preferred Stock contains anti-dilution and penalty provisions relating to the conversion into common stock. For a complete description of the rights and privileges of Series B Preferred Stock, refer to the certificate of designation included herewith in Exhibit 3.1, which investors should carefully review. There are no outstanding shares of Series B Preferred Stock and the Company does not intend to issue any additional shares at this time.

Series C Convertible Preferred Stock ranks senior to all shares of Common Stock of the Company with respect to the preferences as to distributions of dividends and ranks pari passu to all current and future series of preferred stock, unless otherwise stated in the certificate of designation for such preferred stock. The holders of Series C preferred Shares shall be entitled to receive such dividends paid and distributions made to the holders of shares of common stock to the same extent as if such holders had converted each preferred share held by each of them into shares of common stock. Par value for the Series A Preferred Shares will be $0.001. Each share of Series C Convertible Preferred Stock is entitled to 20,000,000 votes.25,000 votes and may be converted into 25,000 shares of Common Stock. No shares of Series C Preferred Stock are outstanding, but it is intended that such stock will be issued under the Company’s incentive Plan and otherwise as compensation for certain service providers, including officers and directors of the Company.

All Series D Preferred Stock shall rank senior to all shares of Common Stock of the Company with respect to liquidation preferences and shall rank pari passu to all current and future series of preferred stock, unless otherwise stated in the certificate of designation for such preferred stock. Each Series D Preferred share shall have voting rights equal to 10,000 shares of Common Stock, adjustable at any recapitalization of the Company’s stock. In the event of a liquidation event, whether voluntary or involuntary, each holder shall have a liquidation preference on a per-share amount equal to the par value of such holder’s Series D Preferred shares. The holders shall not be entitled to receive distributions made or dividends paid to the Company’s other stockholders. Except as otherwise required by law, for as long as any Series D Preferred shares remain outstanding, the Company shall have the option to redeem any outstanding share of Series D Preferred shares at any time for a purchase price of par value per share of Series D Preferred shares (“Price per Share”). Should the Company desire to purchase Series D Preferred shares, the Company shall provide the Holder with written notice and a check or cash in an amount equal to the number of shares of Series D Preferred shares being purchased multiplied by the Price per Share. The shares of Series D Preferred shares so purchased shall be deemed automatically cancelled and the Holder shall return the certificates for such share to the Corporation. Each share of Series D Preferred Stock has a par value of $0.001. On or around October 29, 2015,March 27, 2021, the Company issued Mr. Alfonsi, Mr. Ferro, and Mr. Teeple Series D Preferred Stock in the amount of 600 shares each and to COO Philip Scala in the amount of 150 shares, collectively representing 19,500,000 voting shares.

Series XWarrants Offered in this Offering

The following summary of certain terms and provisions of the Series X Warrants to purchase common stock that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the Series X Warrants, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of Series X Warrant for a complete description of the terms and conditions of the Series X Warrants. The Series X Warrants will be issued in book-entry form and will initially be represented only by one or more global warrants deposited with the warrant agent, as custodian on behalf of The Depository Trust Company, or DTC, and registered in the name of Cede & Co., a nominee of DTC, or as otherwise directed by DTC pursuant to a warrant agency agreement between us and Transhare Corporation, as the warrant agent.

Duration and Exercise Price

The Series X Warrants are exercisable from and after the date of their issuance and expire on the fifth anniversary of such date, at an exercise price per share of common stock equal to $_____. The holder of a Series X Warrant will not be deemed a holder of our underlying common stock until such warrant is exercised. No fractional shares of common stock will be issued in connection with the exercise of Series X Warrant. Instead, for any such fractional share that would have otherwise been issued upon exercise of a Series X Warrant, we authorizedwill round such fraction up to the next whole share.

Exercisability

The Series X Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us or the warrant agent a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the Series X Warrant to the extent that the holder would own more than 4.99% of the outstanding common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of beneficial ownership of outstanding stock after exercising the holder’s Series X Warrants up to 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series X Warrants. Purchasers of warrants in this offering may also elect prior to the issuance of 5the Series X Warrants to have the initial exercise limitation set at 9.99% of our outstanding common stock.

Cashless Exercise

If, at the time a holder exercises its Series X Warrants, a registration statement registering the issuance of the shares of preferredcommon stock underlying the Series X Warrants under the Securities Act is not then effective or available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of common stock determined according to a formula set forth in the Series X Warrants.

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Transferability

Subject to applicable laws, a Series X Warrant may be transferred at the option of the holder upon surrender of the Series X Warrant to us together with the appropriate instruments of transfer.

Fractional Shares

No fractional shares of common stock will be issued upon the exercise of a Series X Warrant. Rather, the number of shares of common stock to Marco Alfonsi and Rolv Heggenhougen’s entity, McKenzie Webster Limited, respectively.be issued will be rounded up to the nearest whole number.

Trading Market

There is no established public trading market for the Series X Warrants, and Stock Optionsthere is no assurance a market will develop. We are in the process of applying to have the Series X Warrants listed on Nasdaq under the symbol “CANBW”. We will not consummate this offering unless our shares of common stock and Series X Warrants are approved for listing on Nasdaq. Without an active trading market, the liquidity of the Series X Warrants will be limited.

Right as a Stockholder

Except as otherwise provided in the Warrants or by virtue of such holder’s ownership of shares of our common stock, the holders of the Warrants do not have the rights or privileges of holders of our common stock with respect to the shares of common stock underlying the warrants, including any voting rights, until they exercise their warrants. The warrants will provide that holders have the right to participate in distributions or dividends paid on our common stock.

Fundamental Transaction

In the event of a fundamental transaction, as described in the Series X Warrants and generally including any reorganization, recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding common stock, the holders of the Series X Warrants will be entitled to receive upon exercise of such Series X Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the warrants immediately prior to such fundamental transaction. Additionally, as more fully described in the Series X Warrant, in the event of certain fundamental transactions, the holders of the Series X Warrants will be entitled to receive consideration in an amount equal to the Black Scholes value of the Series X Warrants on the date of consummation of the transaction.

Series Y Warrants Included in the Class B Units

The material terms and provisions of the Series Y Warrants being offered pursuant to this prospectus are summarized below. This summary of some provisions of the Series Y Warrants is not complete. For the complete terms of the Series Y Warrants, you should refer to the form of Series Y Warrant filed as an exhibit to the registration statement of which this prospectus forms a part. The Series Y Warrants that are purchased in the Offering as part of the units will be issued as separate warrant certificates.

Each Class B Unit includes one Series Y Warrant to purchase one share of common stock at an exercise price equal to $0.0001 per share at any time until the Series Y Warrants are exercised in full. The Series Y Warrants issued in this Offering will be governed by the terms of such Series Y Warrant and will be issued in certificated form. The holder of a Series Y Warrant will not be deemed a holder of our underlying common stock until the Series Y Warrant is exercised, except as set forth in the Series Y Warrant.

Subject to certain limitations as described below, the Series Y Warrants are immediately exercisable upon issuance on the closing date and may be exercised at any time until the Series Y Warrants are exercised in full. Pursuant to the terms of the Series Y Warrants, a holder of Series Y Warrants will not have the right to exercise any portion of its Series Y Warrants if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates) would beneficially own a number of shares of common stock in excess of 4.99% (or, at the election of the purchaser prior to the date of issuance, 9.99%) of the shares of our common stock then outstanding after giving effect to such exercise; provided, however, that upon notice to the Company, the holder may increase or decrease the Beneficial Ownership Limitation; provided that in no event shall the Beneficial Ownership Limitation exceed 9.99% and any increase in the Beneficial Ownership Limitation will not be effective until 61 days following notice of such increase from the holder to us.

The exercise price and the number of shares issuable upon exercise of the Series Y Warrants is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting our common stock. The Series Y Warrant holders must pay the exercise price in cash upon exercise of the Series Y Warrants, unless such Series Y Warrant holders are utilizing the cashless exercise provision of the Series Y Warrants.

In addition, to the shares offered hereby, we are also offering warrants to purchase up to 20,000,000 shares in the Company. For every share purchased directly fromevent we consummate a merger or consolidation with or into another person or other reorganization event in which our common shares are converted or exchanged for securities, cash or other property, or we sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of our assets or we or another person acquire 50% or more of our outstanding shares of common stock, then following such event, the Company,holders of the Series Y Warrants will be entitled to receive upon exercise of such Series Y Warrants the same kind and amount of securities, cash or property which the holders would have received had they exercised their Series Y Warrants immediately prior to such fundamental transaction. Any successor to us or surviving entity shall assume the obligations under the Series Y Warrants.

Upon the holder’s exercise of a Series Y Warrant, we will issue the shareholdershares of common stock issuable upon exercise of the Series Y Warrant within two trading days following our receipt of a warrantnotice of exercise, provided that payment of the exercise price has been made (unless exercised via the “cashless” exercise provision). Prior to the exercise of any Series Y Warrants to purchase ½ sharecommon stock, holders of the Series Y Warrants will not have any of the rights of holders of the common stock purchasable upon exercise, including the right to vote, except as set forth therein.

We intend to use commercially reasonable efforts to have the registration statement, of which this prospectus forms a part, effective when the Series Y Warrants are exercised. At the election of the Series Y Warrant holder, in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, such holder may elect instead, at any time until the Series Y Warrants are exercised in full, to exercise via a “cashless” exercise provision and to receive upon such exercise (either in whole or in part) the net number of shares of common stock. Each warrant shall entitle its holderstock determined according to purchase ½ share of our common stock and may be exercised no later than three years from the date of its issuance. Warrants may be exercised at a price equal to $0.10 per share. In no case will investors be entitled to exercise their warrants if such exercise would place their respective holdings at over 9.9% of our then issued and outstanding shares.

Our warrants offered hereby contain many standard provisions. Warrants may be adjustedformula set forth in the event of Company recapitalization or reorganization. Warrants must be exercised in writing by the holder and accompanied by payment in full. The Company shall have five days following receipt of notice to exercise a warrant, or as soon as practically possible thereafter, to issue the shares properly requested and paid for pursuant to the warrant.Series Y Warrants.

We currently have the following options and warrants outstanding:

INTEREST OF NAMED EXPERTS

The financial statements of the Company for fiscal years ending December 31, 20142019 and 20152020 have been included herein in reliance upon the reports of Blanchfield, Meyer, Kober & Rizzo,BMKR, LLP and BF Borger CPA PC, certified public accountants upon the authority of said firmfirms as experts in accounting and auditing.

The legality of the securities offered under this registration statement is being passed upon by Austin Legal Group, APC.

DESCRIPTION OF BUSINESS

Organization

Organization

WRAPmail

We were originally incorporated as WrapMail, Inc. was organized in Florida inon October 11, 2005 with a principal business address at 445 NE 12^th Ave., Fort Lauderdale, FL 33301. The Company currently has 147 shareholders of record and 145,363,750 shares of common stock and 10 shares of preferred stock outstanding. WRAPmail, Inc. is publicly traded under the symbol “WRAP” and quoted on OTC Market’s “Pink Sheets.” The Company’s securities are otherwise not traded or quoted on any national exchange. There is no market for the warrants included in this offering.

The Company effected a 10 for 1 forward stock split on December 27, 2010; and a 1 for 10 reverse stock split on June 4, 2013.

On January 5, 2015, WRAPmail and Prosperity Systems, Inc. (“Prosperity”) entered into a stock purchase agreement whereby WRAPmail would acquire all outstanding shares of Prosperity in a one-for-one exchange of 36,354,077 shares. The WRAPmail shares were newly issued. In addition, 80,000,000 newly issued shares of WRAPmail were given to Prosperity’s CEO, Marco Alfonsi, for extinguishment of $22,250 of debt owed to him by Prosperity and services to be performed by Mr. Alfonsi. In connection with the share exchange, WRAPmail’s then CEO retired 70,166,750 of WRAPmail’s outstanding stock and retired from his position as CEO but remained as chairman. Prosperity’s CEO, Marco Alfonsi, became the Company’s new CEO.

On October 29, 2015, the Company, pursuant to board resolution, elected to formally dissolve Prosperity Systems, Inc. and file its final tax return with the IRS, file articles of dissolution with the secretary of state, and transfer its net assets and operations to the Company as Prosperity’s sole shareholder. This process has been initiated and should be complete within the third quarter of 2016. Prosperity’s primary offering was its proprietary Software as a Service (“SaaS”) system called the Bullseye® Productivity Suite, which consolidates the most desired office productivity tools into one online experience accessible by registered users from anywhere. Bullseye will now be operated directly by WRAPmail as a division of the Company’s operations rather than within a subsidiary.

Business

WRAPmail, Inc. is development stage company formed in order to tap into a largely un-serviced segment of the web-based advertising industry. In July,Effective January 5, 2015, WRAPmail, Inc. completed its acquisitionWRAP acquired 100% ownership of Prosperity Systems, Inc., a New York corporation incorporated on April 2, 2008, in order to acquire Prosperity’s primary offering is its proprietary Softwareoffice productivity software suite as a Service (“SaaS”) system calledcomplement to WRAP’s existing intellectual property. After its acquisition, the Bullseye® Productivity Suite, which consolidatesCompany transferred Prosperity’s operations to WRAP; however, the most desired office productivity toolsCompany does not currently actively operate its WRAP or Prosperity divisions pending decision on whether to hold on to, sell or repurpose such assets.

Around the first quarter of 2017, the Company began to transition into one online experience accessible by registered users from anywhere.

the hemp CBD industry and now operates three distinct: retail sales (Canbiola, Nu Wellness, Seven Chakras, and Pure Leaf Oil), R&D and manufacturing (Pure Health Products and Botanical Biotech), and durable medical devices (Duramed). The Company now operates two complimentary business offerings:

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WRAPmail: Patented interactive Email stationery for regular (one-on-one) business and personal Emails.

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Bullseye: Document, project and sales management system withalso has a focus on document retention and compliance.

Our focuscultivation division (Green Grow Farms, Inc.) which is currently squarelynon-operational. On May 15, 2017, WRAP changed its name to Canbiola, Inc. to reflect its transition. On March 6, 2020 CANB changed its name to “Can B̅ Corp.” in order to segregate its corporate identity from its lead products branded under the Canbiola™ brand.

Effective December 27, 2010, WRAP effected a 10 for 1 forward stock split of its common stock. Effective June 4, 2013, WRAP effected a 1 for 10 reverse stock split of its common stock. On March 6, 2020, Can B̅ effected a 1 for 300 reverse stock split of its common stock. The accompanying consolidated financial statements retroactively reflect these stock splits. On November 17, 2021, the board of directors approved a reverse stock split of its common stock at a ration up to 1-for-15, as decided by the board. The 2021 Reverse Split was approved by shareholders holding more than 53% of the Company’s voting stock. The board of directors set the ration for the 2021 Reverse Split at 1-for-15 on growingJanuary 12, 2022. The 2021 Reverse Split will be effectuated upon consummation of this Offering and will not be effectuated if we are not approved for trading on the WRAPmail solution; we see tremendous potential for rapid growth, user adoptionNasdaq Capital Market.

Business Segments

The Company is in the business of promoting health and wellness through its development, manufacture and sale of products containing cannabinoids derived from hemp biomass and the licensing of durable medical devises.

Hemp is thought to build shareholder valuecontain anywhere from 60 to over 100 naturally occurring compounds (cannabinoids) thought to interact with cannabinoid receptors present on the surface of cells in thisvarious parts of the central nervous system. The effects of cannabinoids are thought to depend on the area of our business. We will continually re-evaluate our opportunities for growing the Bullseye side of our business.

We are dependent on a few major revenue sources and the loss of any one of them could negatively materially impact our revenues. We do not have contracts with any of these customers. For the year ended December 31, 2015, two customers accounted for approximately 34% and 28%, respectively, of total revenues. For the year ended December 31, 2014, one customer accounted for approximately 47% of total revenues.

WRAPmail

The Company owns a patented technology that combines custom marketing content with organization e-mail to provide a next generation marketing platform for organizations and personal use. WRAPmail provides a branding and advertising solution to organizations allowing employee e-mails to be written on company sanctioned trackable e-mail stationary as opposed to using simple, personal e-mail signatures. In essence, WRAPmail turns every e-mail sent by one of our customers into valuable marketing tool by “wrapping” the e-mail with the customer’s letterhead, logo, product offerings, or other information or graphics that the customer wishes to disseminate to the reader.

WRAPmail believes it offersbrain involved. Cannabidiol (“CBD”) is probably one of the most cost‐effective marketing solutionswell-known of these compounds, thought to have many beneficial uses. CBD is incorporated into many of the Company’s products; however, the Company has recently begun extracting and processing cannabinol (“CBN”), cannabigerol (“CBG”), delta-10 and delta-8 for its products and for wholesale to third-parties looking to incorporate such compounds into their products. The Company has all of its hemp based raw materials to incorporate into products tested by a 3rd party independent laboratory. The Company aims to be the premier provider of the highest quality natural hemp cannabinoid products on the market through sourcing the very best raw material and developing a variety of products it believes will improve people’s lives in a variety of areas.

FDA DISCLAIMER

The statements found herein have not been evaluated by simply turning every e-mail into a marketing tool. The concept behind WRAPmail is to utilize the fact that everyone is identified by a website (corporate and/or social network site)Food and communicates via e-mail every day. WRAPmail enables Emails to become a marketing tool to help promote, brand,Drug Administration (FDA) and sell / cross‐sell in addition to driving traffic to the representative website.

Notwithstanding tremendous expected growth, current commercial uses for e‐mail are mostly limited to “opt‐in” marketing, whereby consumers “choose” to receive certain e‐mail newsletters, which are then used for suggestive selling and brand loyalty. Current forms of direct marketing are also “one‐to‐many” from business to persons, while the person‐to‐person e‐mail market has been almost entirely neglected.

WRAPmail is a server/cloud‐ based solution. Users create e-mails just as they always have, and do not see the rich content. UsersCompany’s products are not requiredintended to change their e‐mail addressdiagnose, treat, cure or prevent any disease or medical condition.

To date, Pure Health Products, LLC, a New York limited liability company (“PHP” or “Pure Health Products”) has acted as the Company’s research and the administrator can “construct” with or without the helpdevelopment and manufacturing arm. PHP manufactures all of the WRAPmail Production & Design team different e‐mail letterheads using the included WRAPmaker that allow for including different graphics, links, promotions, surveys and/or audio. The e-mail either makes a stop after leaving the user’s desktopCompany’s CBD products and that “stop” is where the e-mail gets wrapped or users use the available WRAPmail toolbars. Currently, toolbars are available for Google Chrome, Microsoft Internet Explorer, Apple Safarialso provides white label manufacturing and Firefox for Gmail, Yahoo Mail, AOLMail, Microsoft Hotmail/LIVE, GoDaddy webmail, Keller Williams webmail, Salesforce.com webmail and 24sevenoffice.com webmail. WRAPmail software resides in the cloud or for large clients on their own server inside their Firewall. One WRAPmail server can currently process about 100K emails per hour (as we moveproduction services to multi‐threading we believe we can increase the speed ten‐fold).WRAPmail has also developed an APP for Android and iPhone where users can send WRAPPED emails from their Gmail, Yahoo Mail, AOL Mail and Microsoft Mail.

We currently have over approximately 4,700 clients are using our WRAPmail products. WRAPmail business clients span many industries: Real Estate, Electronics, Copier Dealers, Automotive, Hospitals, Yachting, TV, Radio, Restaurants, Insurance, MLM/Network Marketing, Hotels, Cruise, Sports, Attorneys, Accountants, Doctors, Dentists, Newspapers, Golf Clubs, Builders/Contractors, Financial Services, Travel, Furniture and Manufacturing to name a few. Our Business and Personal clients also span the globe. WRAPmail is independent of both geography and industry.

Almost all clients have been using our free solution, which we intend to begin to phase out in favor-of a subscription only model. Moving forwardthird parties. Through PHP, the Company is preparingable to launch “WRAPmail 2.0,” a paid service with B2B and B2C offerings, on a national scale. The Company intends to charge $50 per registered e-mail address on an annual basis for WRAPmail 2.0. For this fee, customers can create as many wraps and send as many emails as they may like. If they wish to buy a predesigned wrap, use anycontrol the manufacturing process of our graphics or use our design services, customers may do so for an additional fee. WRAPmail 2.0its products while reducing its production costs. Pasquale Ferro is the most up-to-date versionpresident of PHP.

In December, 2018, the Company acquired 100% of the softwaremembership interests in Pure Health Products, with which it had had and is compatible with most major e-mailhas an exclusive production agreement, pursuant to an Acquisition Agreement (“PHP Acquisition Agreement”). In January, 2019, PHP acquired certain assets from Seven Chakras, LLC (“Seven Chakras”), a former competitor, which assets included the rights and title to (i) Seven Chakras’ proprietary formulas, methods, trade secrets, and know-how related to the production of Seven Chakras’ CBD products, (ii) Seven Chakras’ tradename, domain name, and social networking technologies.

As an add-on feature to WRAPmail 2.0, the Company intends to offer customers its Affinity Program, which will allow subscribing customers the use of licensed wraps for their favorite sports teams, colleges, or celebrities. In order to offer such services, we will need to enter into licensing arrangements with the various teams, schools, and celebrities for whom we intend to offer wraps. We have not entered into any such licenses as of this date.

Users may also wrap their social networkingmedia sites, such as Twitter and Facebook.

WRAPmail 2.0 allows us to offer a subscription product to the public on a scalable basis. It is expected that our main costs in operating WRAPmail 2.0 will be our fixed costs such as rent, advertising and management salaries; however, our variable expenses based on customer usage will increase only slightly as the number of user increases. We are hoping to convert a majority of our customers currently using our free version to paying customers using WRAPmail 2.0 once we discontinue our free offerings following launch of WRAPmail 2.0. We recognize that we may lose some of current customers who do not want to pay a monthly subscription fee; however, we anticipate compensating for such loss with new market growth.

WRAPmail 2.0 has soft launched on a limited basis for testing purposes. We expect full launch by third quarter, 2016 after all tests have been performed and bugs removed.  The Company will initiate a marketing campaign marketing about a month after launch, assuming sufficient funds are raised from this offering.  The Company expects to use up to $500,000, assuming all securities are sold, to promote its WRAPmail 2.0. The campaign will include a national marketing effort supported by television, radio, internet, celebrity endorsements and word of mouth. The plan calls for a designated VP of Business Development who will oversee growth worldwide. The Company also intends to ramp-up its sales and marketing team. The Company also intends to offer an “affiliate program” whereby a third-party may purchase our services at a 10% discount and re-sell such services to the public at normal rates, creating a quasi-sales force for the Company. To the extent that the Company is unable to raise all funds sought in this offering, it will reduce its marketing efforts of WRAPmail 2.0.

The Opportunity

Email remains the most pervasive form of communication in the business and consumer world. While other technologies such as social networking, instant messaging (IM), mobile IM, and others are also taking hold, Email remains the most ubiquitous form of electronic communication.

After extensive research, we are not aware of any competitors developing a similar solution to WRAPmail, possibly giving us first mover advantage. Our main advantages over potential competitors are: (i) copyright and patent, (ii) time to market, and (iii) our current adoption effect has already begun to occur. Nonetheless, we may face competition from stationary letterhead and bulk e-mail providers. However, Stationary letterhead lacks scalability and bulk Email is normally treated as SPAM, whereas WRAPmail is being sent person to person.

We also intend to move into the mobile messaging market. On July 20, 2015 WRAPmail filed for a new patent under the title: Method, System and Software for Dynamically Extracting Content for Integration with Instant Messages. We would also like to better utilize our module for administering our ad-share revenue program where users can elect to place advertisements within their wraps and share in a portionother assets of the revenues generated by us from the advertiser.

Bullseye

The Bullseye Productivity Suite is a cloud-based system that consolidates all necessary office productivity tools into one online experience, accessible everywhere when you need it with full disaster recovery mechanisms built in. All functions and features are audited to help users with corporate governance and compliance issues.

The Bullseye® Productivity Suite consolidates all necessary office productivity tools into one online experience accessible everywhere you need it. The system has tools that include,Seven Chakras including but not limited to close loop Email, CRMraw materials, equipment, packaging and labeling materials, mailing lists, and marketing taskmaterials.

The Company currently has four in-house branded CBD products that are sold to consumers, Canbiola™, Nu Wellness™, Seven Chakras™ and project management, document storagePure Leaf Oil™.

The Company’s Canbiola™ CBD products are sold via medical professionals under distribution agreements and retrieval system, note system, form building, video conferencing, scanning,directly by the Company via its website and vending machines. The Canbiola™ assets are held directly by the Company and include tinctures, soaps, bath soaks, cryo-gel, salves, massage oils, powders, capsules and roll-ons.

The Company’s Pure Leaf Oil™ assets are held by its wholly owned subsidiary, PHP. Pure Leaf Oil™ CBD products are sold via PHP’s website, direct to consumer via walk-in business, and through distributors and are meant for retail customers not referred through the medical community. Pure Leaf Oil™ products include massage oils, joint salves, bath salts, nano sprays, drops, and cryo-gels. PHP also holds the assets related to its Seven Chakras™ brand. Seven Chakras™ is targeted toward health clubs, spas, and beauty lines and CBD products include lotion, massage oils, roll-ons, isolate, powders, capsules, and bath soaks. Severn Chakras™ has its own internet cloudwebsite and real‐time data use. direct markets to its customer base.

PHP has also created a new brand, Nu Wellness™, which it intends to market through distributors as an independent pharmacy brand targeted towards independent retail drug stores. Nu Wellness™ has yet to launch or make sales, which are intended to occur sometime in 2022.

All functionsfinished products are stored for time- quality measurement, and featureseach batch of every product is sent to an independent third-party lab for a Certificate of Analysis (“COA”) of the Bullseye® Productivity Suitefinished products. These COA’s are auditedboth listed on our web site and help our clientsavailable via the QR code on every retail package. 

The Company’s hemp operating division performs R&D for the Company including for CBN, CBG, delta-8 and delta-10. It also produces industrial hemp and processes hemp biomass, isolate and isomers.

Around March 17, 2021, the Company acquired assets through its newly-formed, wholly-owned subsidiary, Botanical Biotech, LLC, a Nevada limited liability company (“BB” or “Botanical Biotech”). Such assets include certain materials and manufacturing equipment and marketing or promotional designs, brochures, advertisements, concepts, literature, books, media rights, rights against any other person or entity in respect of any of the foregoing and all other promotional properties, in each case primarily used, developed or acquired by the Sellers for use in connection with corporate governancethe ownership and compliance. Flawless organizationoperation of personalthe BB Assets. 

Around August 12, 2021, the Company and professional informationCO Botanicals LLC, a Nevada limited liability company and wholly owned subsidiary of CANB (“COB”) acquired hemp processing assets from TWS Pharma, LLC, a Wisconsin limited liability company and L7 TWS Pharma, LLC, a Wisconsin limited liability company. COB operates out of Mead, CO.

Around August 13, 2021 the Company and TN Botanicals LLC, a Nevada limited liability company and wholly owned subsidiary of CANB (“TNB”) acquired assets from Music City Botanicals, LLC, a Wisconsin limited liability company (“MCB”) including certain equipment, inventory, and intellectual property. TNB operates out of Mcminville, TN.

From its Miami lab, the Company processes hemp isolate into isomers such as wellCBN, CBG, delta-8 and delta-10. At its Tennessee location, the Company produces industrial hemp, processes hemp biomass to isolate, processes isolate to isomers such as CBN, CBG, delta-8 and delta-10, and performs research and development on cannabinoids such as such as CBN, CBG, delta-8, delta-10, CBD and CBDA. At its Colorado facilities, the categorizingCompany produces industrial hemp and archivingprocesses hemp biomass to isolate. The biomass and isolate processed by the Company may be produced by the Company or purchased from third parties. All of digital files is possible through our Bullseye platformthe Company’s end products contain .3% or less of THC (delta-9).

Our goal isThrough its medical device division, Duramed, Inc. (“Duramed”) and Duramed MI LLC, a Nevada limited liability company fka DuramedNJ, LLC (“Duramed MI”), the Company serves the post-surgery medical patient arena aiming to offeraid in recovery and pain reduction.

In November 2018, the Company formed Duramed, Inc. to facilitate the manufacture and sale of durable medical equipment (“DME”) incorporating CBD. On January 14, 2019, Duramed entered into a very specialized niche SaaS offering focused on Compliance, Corporate GovernanceMemorandum of Understanding (the “Sam MOU”) with Sam International (“Sam”) and Disaster RecoveryZetrOZ Systems LLC (“ZetrOZ” and, collectively with Sam, the “Manufacturers”). Pursuant to the SMB market. Our goal overSam MOU, the Manufacturers granted Duramed the exclusive right to distribute sam® Pro 2.0 (SA271) and sam® Gel Coupling Patches (UB-14-72) within the United States for the Personal Injury Protection/No Fault Market during the term of the Sam MOU. Duramed has agreed to purchase monthly minimums from the Manufacturers at a three-yearprice per Unit of $2,447. The exclusivity of the Distribution License granted to Duramed under the Sam MOU was dependent upon meeting the monthly minimum, which did not happen. In addition, Duramed was granted the right to distribute sam® Gel Capture Patches (UB-14-24). Duramed will get rebates of 2%-3% based on the volume of products sold by it. We did not meet the monthly minimums as contemplated by the Sam MOU and as such we are currently distributing the aforementioned products on an at-will, non-exclusive basis.

On May 29, 2019, the Company created Duramed MI to execute the same business strategy into the no-fault insurance market in New Jersey that it had developed in New York; however, Duramed MI is not currently operating in NJ and is in the process of moving its operations to Michigan, which have not begun yet. None of Duramed’s products are reimbursable under any federal program.

On July 11, 2019, the Company entered into a Joint Venture Agreement (the “JV Agreement”) with NY – SHI, LLC, a New York limited liability company (“NY – SHI”), EWSD I LLC dba SHI Farms, a Delaware limited liability company (“SHI Farms”), Pivt Labs, LLC, a Nevada limited liability company fka NY Hemp Depot LLC (“Pivt”), a wholly-owned subsidiary of CANB. Pursuant to the JV Agreement, NY – SHI and Pivt entered into a joint venture for the purpose of jointly implementing a business model to aggregate and purchase fully-grown, harvested industrial hemp from third-party farmers in the State of New York. The Joint Venture was not formally consummated and has been disbanded, with the parties executing a settlement agreement. Pursuant to the settlement agreement, NY – Shi agreed to return all shares issued to it under the JV Agreement (which return has yet to be processed) but was permitted to keep the cash payment of $500,000.00 made to it by the Company. Before the end of the joint venture NY – SHI’s cultivating license was amended to add Pivt. Pivt currently has no operations but the Company does intend to use it for hemp cultivation in the future, if and when it becomes economically viable to do so.

On December 4, 2019, the Company entered into a Stock Purchase Agreement (the “GGFI Agreement” with Iconic Brands, Inc., a Nevada corporation (“ICNB”) and Green Grow Farms, Inc., a New York corporation (“GGFI” or “Green Grow” and, collectively with ICNB and the Company, the “Parties”). Pursuant to the terms of the GGFI Agreement, at closing, the Company received 51% equity interest in Green Grow (the “GG Shares”) in exchange for an aggregate of 125,000 (post-split) shares of the Company’s common stock (the “Purchase Shares”). On June 30, 2020 (the “Valuation Date”), a valuation of the Purchase Shares was to be (and was) performed for the purpose of determining whether the Market Price Per Purchase Share (as defined in the GGFI Agreement) on the Valuation Date was less than $1,000,000. In the event that the aggregate Market Price Per Purchase Share on the Valuation Date was less than $1,000,000, the Company was to issue to the ICNB such a number of additional shares (“Additional Purchase Shares”) so that the aggregate value of aggregate shares issued to ICNB for the purchase of the GG Shares (taking into account the Purchase Shares and the Additional Purchase Shares) equaled $1,000,000. For purposes of the valuation, Market Price Per Purchase Share was to be determined based upon the 10-day average VWAP for the 10-day period ending on June 30, 2020. On June 30, 2020, it was determined that ICNB was owed an additional 418,714 shares, which it was issued.

On March 3, 2020, the Company entered into an Agreement (the “Modification Agreement”) with Green Grow, New York Farm Group, Inc., a New York corporation (“NYFG”), Steven Apolant, an individual, and Peter Scalise, an individual, relating to the GGFI Agreement, as amended. Following the closing of the GGFI Agreement, the Company discovered that certain assets of GGFI were valued at less than the amount GGFI had previously represented. In light of the foregoing, pursuant to the Modification Agreement, NYFG agreed to assign to CANB (i) all of the equity interests in GGFI held by NYFG and (ii) 1,000,000 shares of ICNB’s common stock. Each party to the Modification Agreement also agreed to release the other parties thereto from all claims relating to the GGFI Agreement and the transactions contemplated thereby. As a result of the transaction contemplated by the Modification Agreement, the Company now owns 100% of GGFI. On July 29, 2020, ICNB entered into an agreement whereby ICNB agreed to exchange its CANB Shares for CANB’s 1,000,000 ICNB shares.

Through GGFI, the Company grew its own hemp in New York and partnered with third party growers in other states whereby GGFI provided the farmers with seed and training and splits profits with the farmers. GGFI was to supply the Company with all hemp needed for the Company to produce its CBD products, which hemp would be processed by a third party and shipped to the Company’s production facility in Lacey, WA. Notwithstanding the foregoing, currently, it is less expensive to buy CBD isolate than to produce the isolate from hemp grown by the Company. Accordingly, the Company has stopped its Green Grow operations in favor of buying raw products from third parties. If and when it makes economic sense to grow its own hemp again, the Bullseye platform user baseCompany will resume Green Grow operations.

On February 22, 2021, the Company entered into an agreement to purchase additional CBD brand assets from Imbibe Health Solutions, LLC, a Delaware limited liability company. The assets have been placed into the Company’s wholly owned subsidiary, Imbibe Wellness Solutions, LLC, a Nevada limited liability company (fka Radical Tactical LLC) (“Imbibe Wellness”), and include the intellectual property rights, including trademarks, logos, know how, formulations, productions procedures, copyrights, social media accounts, domain names and marketing materials relating to the Imbibe™ branded products, including a muscle and joint salve, unscented fizzy bath soak, CALM massage oil, Me x 3 Metabolic Energy (energy and dietary supplement), and Muscle, Joints & Back CBD Cryo Gel. Imbibe Wellness is intended to develop and sell specific celebrity endorsed products and products promoted through influencer branding, which brands are expected to launch in 2022. Walter Hoelzel is the president of Imbibe Wellness.

Competitive Conditions

The CBD and cannabis markets are flooded with competition ranging from mom and pop operations to multi-million-dollar conglomerates, many with longer operating histories, more capital and/or more industry knowledge than the Company. The Company hopes to partner with or engage industry specialists to help set it apart from its numerous competitors. The Company believes that one of those points of differentiation will be its 3^rd party independent testing “Certificate of Analysis” conducted on all of the CBD isolate products it purchases and posting of those lab results on its website. The three largest CBD companies known to the Company are Elixinol LLC, a UK based company with $37 million revenue, GW Pharmaceuticals also UK based with $19 million revenue, and Aurora Cannabis based in Canada with just over 5,000 users. Currently, Bullseye$19 million revenue. The top USA companies include Medical Marijuana, CV Sciences, Gaia Herbs, and Charlotte’s Web with respective revenues of $59, $48, $45, and $17 million. Worthy of note is that Charlotte’s Web is on the shelf right next to us at Northwell Health.

Hemp biomass and its derivative products have glutted the US market, benefiting our manufacturing divisions with less expensive product but causing our hemp cultivation and processing division to become financially imprudent until the oversupply issue has approximately 55 customers payingresolved. Thus, we have halted operations in such division for the time being but may resume such operations should a ratesound opportunity present. Although we have contract farm agreements in place to grow and harvest hemp biomass, other raw materials for our finished products have at least three sources of $50 per month.supply in the open market and we have little risk of any ingredient supply at this time.

The CRM market is dominated by the likes of Salesforce, Microsoft, etc. These are generalized solutions offered on a one size fits all basis. We are focused on helping our small business clients who would otherwise have to hire consultants to integrate into these large generalized solutions. We develop niche SaaS products based on industry best practices. Our end products allow our customers, e.g., Broker Dealers, Small Financial Services firms, etc. to optimize their business and increase their productivity.

Intellectual Property

We ownThe Company employs, through its Pure Health Product LLC division, two full time product researchers and developers and technology experts who, on a daily basis, set the following patents for our WRAPmail technology: US patent no. 8572275 issued on October 29, 2013. This patent expires in October, 2033. On July 20, 2015 WRAPmail filed for aquality standards and new patentproduct development status and time-line agendas under the title: Method, System and Software for Dynamically Extracting Content for Integration with Instant Messages.

Any expiration of our patents or claims would adversely affect our business. However, with regard to the importance and effect of these patents, it is necessary to understand the structuredirect supervision of the Company’s intellectual property. Patents havemanagement team.

The Company has not been relied upon to discourage infringement during the research and development stage of the technology. In that sense we believe that the main purpose of thegranted any patents has been that they have served to provide the Company a head start against potential competitors. A significant body of unpublished know-how and trade secrets is closely heldor trademarks by the Company in order to mitigate the riskUSPTO or by any patent or trademark office of competition that could arise from other parties’ reliance merely upon the information contained in the patents. The Company can derive revenue from sub-licensing its know-how without sub-licensing the rights to patents, or it can, as it has the right to do under the agreement, also sublicense the patents as well.a foreign nation.

Employees

WeThe Company, directly or through its subsidiaries, currently havehas 23 employees, 21 of which are full-time employees and 2 full-time employees.of which are part-time.

Reports to Security Holders

OnceOur common stock is registered under the registration statement to which the prospectus relates is declared effective by the SEC,Exchange Act and we will beare required to file current, quarterly and annual reports and other information with the SEC. Further, we intend to file a form 8A-12G with the SEC in order to register our shares under the Securities Exchange Act of 1934. You may read and copy any document that we file at the SEC'sSEC’s public reference facilities at 100 F. Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 for more information about its public reference facilities. Our SEC filings are available to you free of charge at the SEC'sSEC’s web site at www.sec.gov. We are an electronic filer with the SEC and, as such, our information is available through the Internet site maintained by the SEC that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. This information may be found at www.sec.gov and posted on our website at wrapmail.com.www.canbcorp.com.

Research and Development

In fiscal year 2013 we spent in a combination of fees and common stock issuances a total of approximately $321,699 in research and development; $1,030 in 2014; and $276,994 for 2015. These figures include monies spent by Prosperity on its Bullseye product offering.

Government Regulation

The cultivation and sale of hemp and hemp products is federally regulated under the United States Farm Bill. The 2018 Farm Bill removed hemp as a Schedule 1 Substance under the Controlled Substances Act; however, rules and regulations relating to manufacture and sale of CBD and other hemp derivative products under the Farm Bill must still be promulgated and are expected to impact the Company’s operations. As the industry and our product lines expand, it is uncertain what other statutory schemes and agencies will start to regulate our products. The FDA currently still considers the addition of CBD to food products, cosmetics or supplements to be illegal and prohibits the advertisement of CBD products with health claims. The Company must also comply with each state’s laws relating to the sale of hemp-based products, with some states allowing the sale of cannabinoid products, some states limiting to medical purposes and some states banning outright. These regulations may affect, among others, the way the Company manufactures and distributes its products, the way the Company is taxed, the way the Company banks, the location of the Company’s facilities, the content and testing of the Company’s products, and the quality of the Company’s services. The Company has not sought or received approval of any of its products from the FDA or any state agency. Should the Company be sanctioned by the FDA or state agencies, it could materially, negatively impact the Company’s operations and revenue sources.

We are also subject to general business regulations and laws as well as Federal and state regulations and laws specifically governing the Internet and e-commerce. Existing and future laws and regulations may impede the growth of the Internet, e-commerce or other online services, and increase the cost of providing online services. These regulations and laws may cover sweepstakes, taxation, tariffs, user privacy, data protection, pricing, content, copyrights, distribution, electronic contracts and other communications, consumer protection, broadband residential Internet access and the characteristics and quality of services. It is not clear how existing laws governing issues such as property ownership, sales, use and other taxes, libel and personal privacy apply to the Internet and e-commerce. Unfavorable resolution of these issues may harm our business and results of operations. CBD sales are additionally state regulated for shipping and the Company maintains a current list.

Transfer Agent

We have engaged Transhare Corporation located at 2849 Executive Drive, Suite 200, Clearwater, FL 33762 as our transfer agent.

DESCRIPTION OF PROPERTY

The Company does not currently own any real property. We do however lease office space in Fort Lauderdale, Florida and Hicksville, New York.

York for $3,917 per month, out of which all subsidiaries other than Botanical Biotech and PHP operate. The Company’s wholly-owned subsidiary, Pure Health Products, operates its manufacturing facility in Lacey, Washington with lease payments equal to $2,345 per month. The Company has also recently entered into leases for three (3) new properties, as described below.

The Company leases approximately 7,408 square feet of the property located at 2041 NW 1st Avenue, Miami, FL 33127 (the “1st Property”). Base rent for the 1st Property is $16,000 per month, or $192,000 for the first year, except that if CANB pays the base rent in advance, the base rent amount for the first year will be reduced to $186,000. The base rent will increase by 5% each year during the term of the lease.

The Company leases an approximately 14,300 square foot building and related parcel located at 14320 Longs Peak Court, Mead, CO 80504 (the “LPC Property”) for base rent equal to $13,764 for the first year of the lease. Following the first year of the lease, on September 1 of each year, the base rent for the LPC Property will be increased by the greater of (i) 3%, or (ii) the difference between the Consumer Price Index for All Urban Consumers (as published by the Bureau of Labor Statistics) (“CPI”) for August 2021 compared to the CPI for August of the applicable year.

CANB leases an approximately 300,000 square foot facility situated on approximately 20 acres of industrial rated property located at 204 Red Road, McMinnville, TN 307110 (the “RR Property”) for base rent equal to $25,000 per month. The Company was granted an option to purchase the RR Property for a purchase price equal to fair market and appraised value and a right of first refusal to purchase the RR Property in the event the landlord receives a third-party offer to purchase the RR Property during the term of the lease.

CO Botanicals, LLC (“COB”), a wholly-owned subsidiary of Can B̅ Corp. leases the real properties located at 17171 County Road 21, Fort Morgan, CO 80701 and 12555 Energy Road, Fort Morgan, CO 80701 (collectively, the “Fort Morgan Properties”) on a month-to-month basis. Base rent for the Fort Morgan Properties is $22,250 per month.

LEGAL PROCEEDINGS

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

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

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

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

We have consulted with attorneys and believe the Investors’ complaints are without merit, factually inaccurate, and frivolous. We intend to vigorously defend ourselves against the aforementioned legal action and will likely bring counterclaims against the Investors.

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

Other than above, we are not aware of any pending or threatened legal proceedings in which we are involved.

MARKET PRICE, DIVIDENDS, AND RELATED STOCKHOLDER MATTERS

Since April, 2011, ourOur common stock has been quotedis listed for quotation on the OTC Market’s Pink SheetsOTCQB® Venture Market under the symbol “WRAP”.“CANB.” Our common stock began trading in April 2011. Trading in our common stock has historically lacked consistent volume, and the market price has been volatile. There is no market forQuotations of our preferredcommon stock on OTCQB® reflect inter-dealer prices, without retail mark-up, mark-down, or warrants.commission, and may not necessarily represent actual transactions. We are applying to have our common stock traded on Nasdaq’s Capital Market.

The following table presents, for the periods indicated, the high and low bid prices of the Company’s common stock and is based upon information provided by the OTC Marketplace.Market. These quotations below reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may not necessarily represent actual transactions.