UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15 (d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2021~~2022

Commission file number: 333-261062

HERO TECHNOLOGIES, INC

(Exact name of registrant as specified in its charter)

Nevada		77-0643398
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

8 The Green Suite 4000, Dover, DE 19901

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (302) 538-4165

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

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

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated ~~filer~~Filer ☒ Smaller Reporting Company ☒ Emerging Growth Company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity as of the last business day of the registrant’s most recently completed second fiscal quarter: $19,933,965

The number of shares outstanding of the issuer’s common stock, $0.001 par value, as of March 3122, ~~2022~~2023 was ~~445~~458,~~907~~692,~~000~~444 shares.

HERO TECHNOLOGIES, INC

Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022

TABLE OF CONTENTS

		Page
PART I		34
Item 1.	Business	34
Item 1A.	Risk Factors	67
Item 1B.	Unresolved Staff Comments	67
Item 2.	Properties	67
Item 3.	Legal Proceedings	67
Item 4.	Mine Safety Disclosures	67
PART II		78
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	78
Item 6.	Selected Financial Data	910
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	910
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2021
Item 8.	Financial Statements and Supplementary Data	2021
Item 9.	Change in and Disagreements with Accountants on Accounting and Financial Disclosure	2122
Item 9A.	Controls And Procedures	2122
Item 9B.	Other Information	2123
PART III		2224
Item 10.	Directors, Executive Officers, and Corporate Governance	2224
Item 11.	Executive Compensation	2224
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2326
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2426
Item 14.	Principal Accounting Fees and Services	2729
PART IV		2830
Item 15.	Exhibits and Financial Statement Schedules	2830
Signatures		3032

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements made in this report are “forward-looking statements” regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein particularly in view of the current state of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be achieved. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Unless the context otherwise requires, references in this report to “the Company,” “Hero Technologies,” “HENC”, “we,” “us” and “our” refer to Hero Technologies, Inc. and its subsidiary.

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PART I

Item 1 Business.

BUSINESS

Overview

The Company's business model includes licensing operations, processing operations, processing facilities, sale of products, brand creation, technology development, and consulting services relating to the marijuana industry. Ultimately, our intent is to become a low-cost branded cannabis company.

We were originally incorporated as Dujour Products, Inc. on May 15, 2004, in the State of Nevada. Most recently we operated under the name Holloman Energy Corporation. On May 1, 2020, we sold 1,000,000 shares of its Series A preferred stock to Magenta Value Holdings LLC. The Series A preferred shares have the right to cast 90% of the total votes with respect to any and all matters presented to the stockholders of the Company for their action or consideration. After Magenta Value Holdings LLC acquired its preferred shares of the Company, Gina Serkasevich, the CFO of Holloman Energy Corporation was appointed to CEO, Treasurer, and Director. Subsequently, the Company adopted amended and restated articles of incorporation, thereby changing its name to Hero Technologies Inc. In a related transaction, Holloman Value Holdings sold approximately $2,245,000 of debt owed to it by the Company to P2B Capital LLC.

On November 6, 2020, the Company acquired highlyrelaxing.com and subsequently formed Highly Relaxing LLC, an emerging Cannabidiol (“CBD”) therapeutic company located in Denver, CO that provides topical agents and other creams and products. As of December 31, ~~2021,~~2022 Highly Relaxing has not generated revenue for the Company.

On September 10, 2020, the Company formed Blackbox Technologies and Systems LLC. Blackbox Technologies and Systems LLC has been renamed Blackbox Systems and Technologies LLC. Blackbox has applied to the state of Michigan for marijuana licenses, and received step 1 approvals in adult-use and medicinal use. Full licenses if granted, will allow Blackbox to cultivate cannabis in the state of Michigan. If the licenses are granted, Blackbox plans to construct four greenhouses and ----four hoop houses at a cost of approximately $9 million. The greenhouses will grow large cannabis flowering plants based on aeroponic technology. Aeroponics is the process of growing plants in an air or mist environment without the use of soil or an aggregate medium. The Company has a 51% interest in Blackbox. Although the total cost of the project is estimated at $9 million, there are alternative options that will allow the Company to proceed with the project at a lower cost. For example, the lowest cost option, the hoop houses, require a total cost of only $501,196. Below is a table depicting the various options and the estimated number of shares that need to be sold in our public offering to fund each option:

Name of the Option:	Total Cost:		Projected Revenue (assuming $3,200/lbs.):	Number of shares that must be sold to fund the project:
Hoop houses	$	501,196	2lb/plant: $1,536,000 6lb/plant: $4,608,000		31,023,920
GrowSpan Greenhouses	$	740,000	1lb/plant: $3,456,000 2lb/plant: $6,912,000 4lb/plant: $13,824,000		35,800,000
Ceres (1 SunChamber with Headhouse)	$	2,270,000	1lb/plant: $4,608,000 2lb/plant: $9,216,000 4lb/plant: $18,432,000		80,000,000

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Blackbox is currently seeking two Michigan marijuana licenses, one for adult use and one for medicinal use. Specifically, Blackbox is in the process of pursuing a Class C license, which would permit them to cultivate up to 2,000 marijuana plants for adult use and 1,500 plants for medicinal use. In order to obtain such a license, Blackbox is required to pay an initial fee of $40,000 for each license. Further, Blackbox is required to pay a renewal fee for every year that they wish to retain their license. The fee for renewing a marijuana license can range from $30,000 to $50,000, depending on the total weight of the marijuana plants that were cultivated for the preceding year.

At present, Blackbox has satisfied the criteria for Step 1 Prequalification approval for a Class C medicinal-use cannabis license in Michigan. Similarly, Blackbox has also satisfied the criteria for a Step 1 Prequalification approval for a Class C adult-use Cannabis License. To earn a Step 1 Prequalification approval for both licenses, BlackBox had to provide detailed information to the MRA on its sources of capitalization, corporate officers, directors, major shareholders, insurance compliance, financial statements attested to by a certified public accountant, and undergo extensive background checks.

Blackbox has now begun the process for Step 2, which includes approval for a new medical marijuana facility that is being built in Pulaski, Michigan. Further, the company has obtained approval from the Township of Pulaski for three Class C Medicinal Use Cannabis Licenses conditioned on completing Step 2 with the Michigan Marijuana Regulatory Agency ("MRA"). In order to obtain Pulaski's approval, Blackbox had to provide site specific information, advise Pulaski of its facility construction documents, business plan, security arrangements, sanitation plan, and revenue projections. Final approval and licensing for both medicinal and adult-use licenses will occur upon completion of the Pulaski greenhouses, obtaining a Certificate of Occupancy, and a final MRA inspection. Project costs for development of the Pulaski property are now estimated at approximately $8.94 million. The company does not have the ability to fully fund the project; however, the company is diligently working to obtain the necessary financing to move forward with the project. Once the greenhouse facility is constructed, the company will submit a Step 2 application, which entails having the newly constructed facility inspected by the Bureau of Fire Services within 60 days after the Step 2 application is submitted. Failure to pass an inspection by the BFS within 60 days may result in the denial of the license. Blackbox is also required, by the MRA, to disclose the sources and total amount of capitalization that is required to operate and maintain a proposed marijuana facility. For a Class C license, Blackbox is required to show that they have $500,000 available to operate and maintain the facility. Completing the Step 2 process will allow the company to proceed with the cultivation of cannabis in Michigan.

On November 4, 2020 the Company acquired all of the assets of V Brokers LLC dba as Veteran Hemp Co. Veteran Hemp Co. is a seller, broker and wholesaler of cannabidiol (“CBD”) products. The aggregate purchase price for the assets was 2,800,000 shares of the Company’s common stock plus the assumption of certain liabilities. According to the merger agreement, the Company assumed certain liabilities. However, there were no liabilities with respect to the Veteran Hemp Co. assets or assigned contracts. The Company did assume a $70 hosting fee as part of the acquisition of the website. The acquisition closed in November 2020. As of December 31, ~~2021,~~2022 Veteran Hemp Co. has generated approximately $2000 in revenue.

Highly Relaxing LLC (the “Company”) is an emerging Cannabidiol (“CBD”) therapeutic company located in Denver, CO that has topical agents and other creams and products.

4On ~~Table~~December 6, 2022, the Company announced that it has closed on the purchase of ~~Contents~~a 10-acre property in Vassar Township, Michigan, The company plans to use the property for its cannabis business in the state, including indoor and outdoor growing, processing, wholesaling, and selling directly to consumers through dispensary operations. The transaction closed on December 5, 2022, at a purchase price of $600,000

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Competition

We face extreme competition from both larger, better-financed national brands as well as an ever-increasing number of boutique service providers in the cannabis industry. We currently track sixty-nine (69) such providers in this space and are continually monitoring their progress and presence in the industry while working to continue to demonstrate our unique licensing offering. We also track eighty-eight (88) public companies that are either directly in or loosely involved in the cannabis industry.

Regulatory Considerations

Marijuana is a Schedule-I controlled substance and is illegal under federal law. Even in those states in which the use of marijuana has been legalized, its use remains a violation of federal laws.

As of the date of this Prospectus 36 states and the District of Columbia allow its citizens to use Medical Marijuana. Additionally, 15 states and the District of Columbia have legalized cannabis for recreational use by adults. The state laws are in conflict with the Federal Controlled Substances Act, which makes marijuana use and possession illegal on a national level. The Biden Administration, if it follows Obama Administration policies, is not likely to direct federal law enforcement agencies to prosecute those lawfully abiding by state laws allowing the use and distribution of medical marijuana. However, there is no guarantee that the Administration will not change its stated policy regarding the low-priority enforcement of federal laws. Additionally, any new administration that follows could change this policy and decide to enforce the federal laws strongly. Any such change in the Federal Government’s enforcement of current federal laws could cause significant financial damage to us.

The Department of Justice has stated that it will continue to enforce the Controlled Substance Act with respect to marijuana to prevent:

	·	the distribution of marijuana to minors;
	·	criminal enterprises, gangs and cartels receiving revenue from the sale of marijuana;
	·	the diversion of marijuana from states where it is legal under state law to other states;
	·	state-authorized marijuana activity from being used as a cover or pretext for the trafficking of other illegal drugs or other illegal activity;
	·	violence and the use of firearms in the cultivation and distribution of marijuana;
	·	driving while impaired and the exacerbation of other adverse public health consequences associated with marijuana use;
	·	the growing of marijuana on public lands; and
	·	marijuana possession or use on federal property.

Laws and regulations affecting the medical marijuana industry are constantly changing, which could detrimentally affect our proposed operations. Local, state and federal medical marijuana laws and regulations are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with compliance or alter its business plan. In addition, violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on its operations. It is also possible that regulations may be enacted in the future that will be directly applicable to our business. These ever-changing regulations could even affect federal tax policies that may make it difficult to claim tax deductions on our returns. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on its business.

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Since the use of marijuana is illegal under federal law, most banks will not accept, for deposit, funds from businesses involved with marijuana. Consequently, businesses involved in the marijuana industry often have trouble finding a bank willing to accept their business. The inability to open bank accounts may make it difficult for us to operate.

General

As of the date of this prospectus we have one employee, Ms. Serkasevich, a member of our management. We have consulted with and expect to continue to use the services of independent consultants and contractors with whom our management has a pre-existing relationship to perform various professional services, particularly in the area of construction of cultivation.

Our registered office is located at 8 The Green Suite 4000, Dover, DE 19901.

Item 1A. Risk Factors.

As a “smaller reporting company,” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to provide the information required by this Item.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties.

~~The~~On December 6, 2022, the Company isannounced ~~currently~~that init has closed on the ~~process~~purchase of ~~purchasing~~ a 2010-acre ~~parcel~~property ofin ~~land~~Vassar ~~located~~Township, atMichigan, 77The ~~Eckert~~company RDplans to use the property for its cannabis business in the state, ~~Concord~~including indoor and outdoor growing, MIprocessing, ~~49237~~wholesaling, and selling directly to consumers through dispensary operations. The ~~total~~transaction closed on December 5, 2022, at a purchase price of $600,000, with the ~~property~~company ismaking a $~~450~~75,000 down payment (12.5% Aof ~~closing~~the ~~date~~purchase ~~has~~price). ~~not~~The ~~yet~~company ~~been~~received ~~reached~~a favorable annual interest rate of 4.75%, with monthly interest-only payments permitted and additional payments applied against principal. Under the terms of the land contract, the company will pay off the loan's principal within five years.

Item 3. Legal Proceedings.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

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PART II

MARKET FOR OUR COMMON STOCK

Since December 18, 2014, our common stock has been quoted on the Pink Current Tier, which is maintained by the OTC Market Group, under the symbol “HENC”.

The following table sets forth, for the periods indicated, the high and low closing prices of our common stock as reported by www.otcmarkets.com. These prices reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

	Closing Prices
	High		Low
FISCAL YEAR ENDED DECEMBER 31, 2021
FISCAL YEAR ENDED DECEMBER 31, 2022:
Fourth Quarter	$	0.0805		0.0302
Third Quarter	$	0.0806	$	0.0701
Second Quarter	$	005	$	0.01
First Quarter	$	0.06	$	0.03
FISCAL YEAR ENDED DECEMBER 31, 2021:
Fourth Quarter	$	0.08	$	0.03
Third Quarter	$	0.09	$	0.07
Second Quarter	$	0.11	$	0.04
First Quarter	$	0.31	$	0.05
FISCAL YEAR ENDED DECEMBER 31, 2020:
Fourth Quarter	$	0.15	$	0.02
Third Quarter	$	0.07	$	0.03
Second Quarter	$	0.13	$	0.02
First Quarter	$	0.03	$	0.02
FISCAL YEAR ENDED DECEMBER 31, 2019:
Fourth Quarter	$	0.00	$	0.00
Third Quarter	$	0.00	$	0.00
Second Quarter	$	0.01	$	0.01
First Quarter	$	0.01	$	0.01

As of December 31, ~~2021~~2022, we had ~~442~~451,~~977~~692,~~000~~444 outstanding shares of common stock which were owned by approximately 2020 shareholders of record. Since some of our common stock is held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.

The Company has not declared any dividends since incorporation and does not anticipate doing so in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

Our board of directors has discretion on whether to pay dividends unless the distribution would render us unable to repay our debts as they become due. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

78 Table of Contents

DILUTION

If you purchase shares in this offering, you will experience dilution to the extent of the difference between the public offering price of the shares and the net tangible book value per share of our common stock immediately after this offering.

The following table illustrates this dilution on a per share basis depending on the number of shares sold in this offering.

Recent Sales of Unregistered Securities.

The Company relied upon the exemption provided by Rule 504 of the Securities and Exchange Commission in connection with the sale of these shares. There was no general solicitation in connection with the sale of these shares. The persons who acquired these securities acquired them for their own accounts. The securities cannot be sold except pursuant to an effective registration statement or an exemption from registration. No commission was paid in connection with the sale of these securities.

On May 6, 2019, the Company issued 578,409 shares to Holloman Value Holdings LLC at $0.013 per share.

On December 31, 2019, the Company issued 885,714 shares to Holloman Value Holdings LLC at $0.007 per share.

On November 11, 2020, the Company issued 3,757,437 shares to Kevin Gerbers at $0.024 per share.

On November 24, 2020, the Company issued 8,349,860 shares to Konkler Enterprises LLC at $0.024 per share.

On December 1, 2020, the Company issued 100,000,000 shares to James Bradley at $0.0043 per share.

On December 23, 2020, the Company issued 250,000 shares to Chesapeake Group, Inc at $0.03 per share.

On December 31, 2020, the Company issued 100,000,000 shares to Dark Alpha Capital, at $0.00001 per share

On January 7, 2021, the Company issued 2,920,896 shares to Kevin Gerbers, at $0.024 per share.

On January 18, 2021, the Company issued 2,800,000 shares to Patriot Shield National LLC at $0.05 per share.

On January 23, 2021, the Company issued 250,000 shares to Chesapeake Group, INC, at $0.01 per share.

On January 29, 2021, the Company issued 6,259,063 shares to Konkler Enterprises at $0.024 per share.

On January 29, 2021 the Company issued 1,252,479 shares to Travis Clegg at $0.024 per share.

On February 12, 2021, the Company issued 834,986 shares to Christopher Garten at $0.024 per share.

On February 15, 2021, the Company issued 875,000 shares to Topline Holdings, Inc at $0.001 per share.

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On February 22, 2021, the Company issued 65,494,349 shares to P2B Capital LLC at $0.035 per share.

On February 22, 2021, the Company issued 2,337,228 shares to James Bradley at $0.001 per share.

On March 30, 2021, the Company issued 300,000 shares to Chesapeake Group, Inc. at $0.001 per share.

On September 15, 2021, the Company issued 875,000 shares to Topline Holdings, Inc. at $0.001 per share.

On October 1, 2021, the Company issued 750,000 shares to Konkler Enterprises LLC at $0.0667 per share.

On October 11, 2021, the Company issued 300,000 shares to Chesapeake Group, Inc. at $0.001 per share.

On October 13, 2021, the Company issued 632,912 shares to North Equities Corporation at $0.001 per share.

On January 19, 2022, the Company issued 330,000 shares of restricted common stock to Juddah Holdings LLC in consideration for consulting services. The shares were priced at $0.05. at a fair value of $19,800.

On February 5, 2022, the Company issued 600,000 shares of restricted common stock to Jack Becker in consideration for consulting services. The shares were priced at $0.052. at a fair value of $30,000.

On March 15, 2022, in a related-party transaction, the Company issued 2,000,000 shares of restricted common stock to Topline Holdings Inc in consideration for advisor and managerial services. The shares were priced at $0.052. at a fair value of $104,000.

On June 27, 2022, the Company sold 2,000,000 shares of common stock to an unrelated accredited investor. The shares were sold at a price of $0.05 per share. Proceeds from the private placement totaled $100,000. The entire $100,000 was paid in cash.

On September 09, 2022, in a related-party transaction, the Company issued Topline Holdings Inc 2,000,000 shares of restricted common stock in consideration for advisor and managerial services at a fair value of $66,000 at a stock price of $0.033.

On September 5, 2022, the Company issued 550,000 shares of restricted common stock to Jack Becker in consideration for consulting services. The shares were priced at $0.034. at a fair value of $18,700.

On September 27, 2022, in a related-party transaction, the Company issued 166,000 shares of restricted common stock to Richard Bowersock in consideration for consulting services. The shares were priced at $0.055. at a fair value of $9,130.

On November 1, 2022, the Company sold 1,000,000 shares of common stock to an unrelated accredited investor. The shares were sold at a price of $0.020 per share. Proceeds from the private placement totaled $20,000. The entire $20,000 was paid in cash.

On November 7, 2022, in a related-party transaction, the Company issued Marcin Drwila 69,444 shares of restricted common stock in consideration for consulting services at a fair value of $2,958 at a stock price of $0.043.

The Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with sale of these securities. The persons who acquired these securities were sophisticated investors and were provided full information regarding the Company’s operations. There was no general solicitation in connection with the sale of these securities. The persons who acquired these securities acquired them for their own accounts. The securities cannot be sold except pursuant to an effective registration statement or an exemption from registration. No commission was paid in connection with the sale of these securities.

Item 6. Selected Financial Data.

As a “smaller reporting company,” as defined in Rule 12b-2 under the Exchange Act, we are not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

Hero Technologies Inc. is an early stage cannabis company. The company has a majority stake in BlackBox Systems and Technologies LLC. BlackBox is an aeroponic cannabis cultivation system that provides optimal conditions to enhance photosynthesis and cultivation of large flowering plants, creating increased efficiencies. The BlackBox project consists of environmental growth chambers for the cultivation of large flowering plants based on aeroponic technology. Hero Technologies owns and operates HighlyRelaxing.com under Highly Relaxing LLC. The Company also operates VeteranHempCo.com after the acquisition of V Brokers LLC assets.

Our flagship project, Blackbox has applied to the state of Michigan for marijuana licenses which, if granted, will allow Blackbox to cultivate cannabis for sale in the state of Michigan. Blackbox is currently seeking two Michigan marijuana licenses, one for adult use and one for medicinal use. The current status of Blackbox’s marijuana license may be summarized as follows:

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~~Our~~Blackbox ~~flagship~~is ~~project,~~currently ~~Blackbox~~seeking ~~has~~two ~~applied~~Michigan tomarijuana ~~the~~licenses, ~~state~~one offor ~~Michigan~~adult use and one for ~~marijuana~~medicinal ~~licenses~~use. ~~which~~Specifically, ifBlackbox ~~granted~~is in the process of pursuing a Class C license, ~~will~~which ~~allow~~would ~~Blackbox~~permit them to cultivate ~~cannabis~~up to 2,000 marijuana plants for ~~sale~~adult inuse ~~the~~and ~~state~~1,500 ofplants ~~Michigan~~for medicinal use. In order to obtain such a license, Blackbox is ~~currently~~required ~~seeking~~to ~~two~~pay ~~Michigan~~an ~~marijuana~~initial ~~licenses,~~fee ~~one~~of $40,000 for ~~adult~~each ~~use~~license. ~~and~~Further, ~~one~~Blackbox is required to pay a renewal fee for ~~medicinal~~every ~~use~~year that they wish to retain their license. The ~~current~~fee ~~status~~for ofrenewing ~~Blackbox’s~~a marijuana license ~~may~~can berange ~~summarized~~from as$30,000 ~~follows:~~to $50,000, depending on the total weight of the marijuana plants that were cultivated for the preceding year.

·At present, Blackbox ishas insatisfied the ~~process~~criteria offor ~~pursuing~~Step a1 ~~Class~~Prequalification Capproval ~~license, which would permit them to cultivate up to 2,000 marijuana plants~~ for ~~adult~~a ~~use~~Class ~~and~~C ~~1,500 plants for~~ medicinal -use. ·cannabis Tolicense ~~date, Blackbox has spent approximately $190,577~~ in ~~pursuit of a marijuana license~~Michigan. ~~· Per the MRA~~Similarly, Blackbox ishas ~~required~~also tosatisfied ~~pay~~the ancriteria ~~initial fee of $40,000~~ for ~~each license. · Blackbox is required to pay~~ a ~~renewal~~Step ~~fee~~1 ~~for~~Prequalification ~~every~~approval ~~year that they wish to retain their license. The fee~~ for ~~renewing~~ a ~~marijuana~~Class ~~license~~C can range from $30,000 to $50,000, depending on the total weight of the marijuana plants that were cultivated for the preceding year. · These licenses will allow Blackbox to cultivate cannabis, within the state of Michigan, for adult -use ~~and~~Cannabis ~~medicinal use~~License. ·To ~~Blackbox~~earn ~~has~~a ~~already completed~~ Step 1 inPrequalification ~~the~~approval ~~application process. However, before Blackbox can submit an application~~ for ~~Step~~both 2licenses, ~~Blackbox~~BlackBox ishad ~~required~~ to ~~complete~~provide ~~construction~~detailed ofinformation its greenhouse facilities. · Once the facilities are complete, Blackbox may proceed with a Step 2 application, which entails having the newly constructed facility inspected by the Bureau of Fire Services within 60 days after the Step 2 application is submitted. · Failure to ~~pass an inspection by~~ the ~~BFS~~Michigan ~~within~~Marijuana 60Regulatory ~~days~~Agency ~~may result in the denial of the license. · Blackbox is also required, by the~~ ("MRA,") toon ~~disclose~~its ~~the~~ sources ~~and total amount~~ of capitalization, ~~that~~corporate isofficers, ~~required~~directors, tomajor ~~operate~~shareholders, ~~and~~insurance ~~maintain a proposed marijuana facility. For a Class C license~~compliance, ~~Blackbox~~financial isstatements ~~required~~attested to ~~show~~by ~~that~~a ~~they~~certified ~~have~~public ~~$500~~accountant,~~000~~ ~~available to operate~~ and ~~maintain~~undergo ~~the~~extensive ~~facility.~~background ~~· Completing the Step 2 process will allow the company to proceed with the cultivation of cannabis in Michigan~~checks.

Blackbox has now begun the process for Step 2, which includes approval for a new medical marijuana facility to be built in Vassar, Michigan. Further, the Company has filed for approval from the Township of Vassar for one Class C Medicinal Use Cannabis License and one Class C Recreational Use Cannabis License conditioned on completing Step 2 with the MRA. In order to obtain Vassar's approval, Blackbox has to provide site specific information, advise Vassar of its facility construction documents, business plan, security arrangements, sanitation plan, and revenue projections. Final approval and licensing for both medicinal and adult-use licenses will occur upon completion of a Vassar greenhouse, obtaining a Certificate of Occupancy, and a final MRA inspection. Project costs for development of the Vassar property are now estimated at approximately $8.94 million. The company does not have the ability to fully fund the project; however, the company is diligently working to obtain the necessary financing to move forward with the project. Once the greenhouse facility is constructed, the company will submit a Step 2 application, which entails having the newly constructed facility inspected by the Bureau of Fire Services within 60 days after the Step 2 application is submitted. Failure to pass an inspection by the BFS within 60 days may result in the denial of the license. Blackbox is also required, by the MRA, to disclose the sources and total amount of capitalization that is required to operate and maintain a proposed marijuana facility. For a Class C license, Blackbox is required to show that they have $500,000 available to operate and maintain the facility. Completing the Step 2 process will allow the company to proceed with the cultivation of cannabis in Michigan.

Once Blackbox receives a Class C marijuana license for adult use, they will be subject to various provisions and obligations, including the following:

	·	Under rule 420.102(1), one who holds a Class C marijuana license for adult use is permitted to grow 2,000 marijuana plants
	·	According to rule 420.102(4) of the MRA, A marijuana grower license authorizes a marijuana grower to transfer marijuana without using a marijuana secure transporter to a marijuana processor or marijuana retailer if both of the following are met:

	o	(a) The marijuana processor or marijuana retailer occupies the same location as the marijuana grower and the marijuana is transferred using only private real property without accessing public roadways.
	o	(b) The marijuana grower enters each transfer into the statewide monitoring system.

	·	Pursuant to rule 420.102(5), A marijuana grower license authorizes sale of marijuana, other than seeds, seedlings, tissue cultures, immature plants, and cuttings, to a marijuana processor or marijuana retailer.
	·	Under rule 420.102(7), A marijuana grower must enter all transactions, current inventory, and other information into the statewide monitoring system, known as METRC, as required in these rules. Under the METRC system:

	·	a serialized tag must be attached to every plant,
	·	and labels must be attached to wholesale packages

	·	According to rule 420.102(8), A marijuana grower license does not authorize the marijuana grower to operate in an area unless the area is zoned for industrial or agricultural use. At present, the Company is in compliance with this rule, as we intend to operate in an area that has been zoned for industrial and agricultural use.
	·	Under 420.102(9), A marijuana grower may accept the transfer of marijuana seeds, tissue cultures, and clones that do not meet the definition of marijuana plant in these rules at any time from another grower licensed under the acts, these rules, or both. Marijuana.
	·	Per rule 420.102(11), A marijuana grower licensee is required to comply with the requirements of the Michigan regulation and taxation of marijuana act and these rules.

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With regard to a Class C marijuana license for medicinal use, the MRA imposes very similar provisions and obligations to those state above. According to rule R 420.108 of the MRA, one who possess a Class C marijuana license for medical use is subject to the following obligations:

	·	Under rule 420.108(1), one who holds a Class C marijuana license for medicinal use is only permitted to grow marijuana1,500 marijuana plants, as opposed to the 2,000 plants authorized for those who obtain an adult-use license
	·	Similar to the rule governing an adult-use license, marijuana under rule 420.108(3), a medicinal-use license authorizes a grower to transfer marijuana without using a secure transporter to a processor or provisioning center if both of the following are met:

	o	(a) The processor or provisioning center occupies the same location as the grower and the marijuana is transferred using only private real property without accessing public roadways.
	o	(b) The grower enters each transfer into the statewide monitoring system.

	·	According to rule 420.108(4), a grower license authorizes sale of marijuana, other than seeds, seedlings, tissue cultures, and cuttings, to a processor or a provisioning center.
	·	To be eligible for a grower license, the applicant and each investor in the grower must not have an interest in a secure transporter or safety compliance facility.
	·	Under rule 420.108(7), a medicinal-use license, like an adult-use license, requires a grower to enter all transactions, current inventory, and other information into the statewide monitoring system, known as METRC
	·	Similar to the rule for an adult-use license, under rule 420.108(8), a medicinal-use license does not authorize the grower to operate in an area unless the area is zoned for industrial or agricultural use. As mentioned, the Company is in compliance with this rule, as we intend to operate in an area that has been zoned for industrial and agricultural use.

Our goal is to become a low-cost national or internationally branded cannabis company. Through cost measurement methods unused elsewhere by the industry, we will be able to measure costs of production by pound. With this information, we will target production costs of $150 to $350 per pound, and estimate selling cannabis at wholesale prices between $2,400 and $3,200. The end goal is to become a Multi-State Operator (MSO) that is fully integrated from seed to sale

However, there are numerous other developments that will need to occur in order to allow us to implement the final aspects of our business plan and there are no assurances that any of these developments will occur, or if they do occur, that we will be successful in fully implementing our plan.

Since inception of Hero Technologies, we have devoted the majority of our resources to acquiring assets and subsidiaries, organizing and staffing our company, business planning and execution, and raising capital.

· We have incurred recurring losses, the majority of which is attributable to minimal revenue, compensation expenses, consulting expenses, loss on the sale of a subsidiary, and losses on share conversion. · We have funded our operations primarily through issuance of shares for services and proceeds from sale of stock. · Our net loss was $5541,~~957,927~~583 for the year ended December 31, ~~2020~~2022, and $3,419,621 for the year ended December 31, 2021. · As of December 31, ~~2021~~2022, we had an accumulated deficit of $3839,~~856~~397,~~110~~693. · Our primary use of cash is to fund operating expenses, which consist primarily of compensation expenses, consulting expenses, and general and administrative expenditures.

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As of December 31, ~~2021~~2022, ~~only~~the ~~Veteran~~Company ~~Hemp Co.~~ has not generated any revenue.

Material changes in our Statement of Operations for the periods shown below compared to the prior periods are discussed below:

Year ended December 31, ~~2021~~2022

Item Increase (I) orDecrease (D) Reason Consulting Expense I Increased activity due to cannabis licensing Impairment of Intangibles D Decreased due to less investment in cannabis assets Compensation Expense D Decreased due to a decline in the issuance of stock-based compensation Office, Travel and General D Decreased activity due to a decline in travel Professional Fees I Increased activity due to cannabis licensing Loss on Sale of Subsidiary D Final sale of assets to exit the oil business Unrealized Loss on Investments I Shift in focus and investment towards cannabis assets

Item	Increase (I) or Decrease (D)	Reason
Consulting Expense	D	Less activity in cannabis licensing
Impairment of Intangibles	D	Decreased due to less investment in cannabis assets
Compensation Expense	D	Decreased due to a decline in the issuance of stock-based compensation
Office, Travel and General	D	Decreased activity due to a decline in travel
Professional Fees	D	Legal fees associated with obtaining a Michigan cannabis license were paid in 2021.

Factors that will most significantly affect future operating results will be:

	·	Funding for construction of greenhouses in Michigan under Blackbox
	·	Timing related to construction and actual production of cannabis
	·	Wholesale cannabis prices in the state of Michigan

Other than the foregoing we do not know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on our revenues or expenses.

Results of Operations

Comparison of Results of Operations for the Years Ended December 31, ~~2021~~2022 and December 31, ~~2020~~2021.

	Year ended
	December 31,			December 31,
	2021			2020
	2022			2021
Sales	$	~~1,525~~-			~~197~~1,525
Cost of goods sold		~~72,686~~-			72,686
Gross profit		~~(71,161~~-	)		~~197~~(71,161	)
Operating Expenses
Consulting		~~421~~60,~~908~~539			~~209~~421,~~070~~908
Compensation		~~383~~250,~~190~~588			5383,~~317,100~~190
Office, travel, general		~~163~~81,~~810~~547			~~193~~163,~~349~~810
Professional fees		~~199~~112,~~605~~323			58199,~~077~~605
Other		71,~~929~~983			607,~~700~~929
Total Operating Expenses		(1506,~~176,442~~980	)		(51,~~838~~176,~~296~~442	)
Other income (expense), net		(260,~~265,346~~849	)		(~~119~~2,~~828~~265,346	)
Net loss	$	(3567,~~512,949~~829	)	$	(53,~~957~~512,~~927~~949	)

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Revenue and Cost of Goods Sold

Sales ~~increased~~decreased by $1,~~328~~525 for the year ended December 31, ~~2021~~2022. This is a slight ~~increase~~decrease from the year ~~2020~~2021, in which the sales totaled $~~197~~1,525. Cost of Goods sold similarly ~~increased~~decreased by $72,686.

Operating Expenses

Operating expenses decreased from $51,~~838~~176,~~296~~442 to $1506,~~176,442~~980. This decline was driven by a decrease in consulting expenses, compensation expenses, and office, travel, and general expenses. ~~Increases~~decreases in professional fees were driven by a decline in licensing activity.

Consulting

Consulting expenses ~~increased~~decreased from $~~209~~421,~~070~~908 to $~~421~~60,~~908~~539. This ~~increase~~decrease was driven by a decline licensing and marketing activity, as well as other operating expenses.

Compensation

Compensation expenses decreased from $5383,~~317,100~~190 to $~~383~~250,~~190~~588. Compensation was ~~significantly~~slighter higher in the year ~~2020 due to the issuance of stock-based compensation~~2021.

Professional Fees

Professional fees ~~increased~~decreased from $58199,~~077~~605 to $~~199~~112,~~605~~323. ~~This~~Professional ~~increase~~fees ~~was~~were ~~driven~~higher byin 2021 due to cannabis licensing projects in Michigan and Massachusetts, as well as debt funding attorneys in Michigan.

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Our Energy and Exploration Legacy and Transition to Cannabis

The Company underwent significant changes from the year 2019 to 2020, which caused fluctuations in the various operating costs. Before its name change in 2020, the Company was incorporated in the state of Nevada under the name “Holloman Energy Corporation.” The Company had previously focused on oil and gas exploration in Australia’s Cooper Basin. However, during 2019, the Company sold its remaining oil and gas assets and discontinued operations in the energy industry. On May 1, 2020, Holloman Energy Corporation Series A Preferred Shares were purchased by Magenta Value Holdings LLC. On July 20, 2020, the Company changed its name to Hero Technologies Inc. with the state of Nevada. After which, the Company begun making the transition into the cannabis industry.

On September 10, 2020, Hero Technologies Inc. formed the company Blackbox Technologies and Systems LLC and entered into an operating agreement. The name was subsequently changed to Blackbox Systems and Technologies LLC. The Blackbox project consists of environmental growth chambers for the cultivation of large flowering plants based on aeroponic technology. On November 3, 2020, the Company purchased Veteran Hemp Co., which operates an international retail and wholesale online store selling cannabis and cannabidiol. On November 4, 2020, the Company purchased a www.highlrelaxing.com and began selling CBD topicals and rubs under the name “Highly Relaxing”. Today, Hero Technologies Inc. is a cannabis company with a vertically integrated business model and plan that includes cannabis genetic engineering, farmland for medical and recreational cannabis cultivation, production licenses, distribution licenses, consumer packaging, retail operations and dispensaries. The Company focuses on two principal segments of the cannabis industry, (i) cultivation and (ii) the dispensary business model, including combinations. The Company is an expanding vertically integrated, cannabis operator, focusing on high-growth markets. Hero Technologies Inc. pairs premier seed genetics and growing techniques, with plans to utilize and expand its growing technology/techniques to all its facilities and operations. The Company's business model includes cultivation, licensing operations, processing operations, processing facilities, sale of products, brand creation, and technology development.

14On ~~Table~~December 6, 2022, the Company announced that it has closed on the purchase of ~~Contents~~a 10-acre property in Vassar Township, Michigan, The company plans to use the property for its cannabis business in the state, including indoor and outdoor growing, processing, wholesaling, and selling directly to consumers through dispensary operations. The transaction closed on December 5, 2022, at a purchase price of $600,000

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Capital Resources and Liquidity

Overview

Since our inception, we have recognized limited revenue from our core cannabis operations and have incurred operating losses and negative cash flows from our operations. We have not yet commercialized any product from our planned aeroponic cultivation of cannabis, and we do not expect to generate revenue until completion of greenhouse buildouts. Since our inception through December ~~2021~~2022, we have funded our operations through proceeds from the sale of stock, borrowings on debt, and shares issued for service. We expect our existing cash and cash equivalents, together with the anticipated net proceeds from this offering, to enable us to fund our operating expenses and capital expenditure requirements for the foreseeable future.

Our sources and (uses) of cash for the years ended December 31, ~~2021~~2022 and ~~2020~~2021 are shown below:

	2021			2020
	2022			2021
	$			$
Cash provided by (used in) operations		(~~732~~185,~~649~~152	)		(~~345~~732,~~794~~649	)
Cash received upon sale of subsidiary		-			-
Cash provided by (used in) investing activities		(75,000	)		-
Cash provided by (used in) investing activities		-			(2,331	)
Cash provided by (used in) financing activities		120,000			470,000
Cash provided by (used in) financing activities		470,000			716,000
Changes in exchange rates		-			-
Changes in exchange rates		-			(344	)

Our material capital commitments for the twelve months ending December 31, 2022 are:

Description

Amount

(Include all amounts pertaining to

Blackbox, cannabis licensing,

pre-acquisition development, land acquisition

construction, etc.)

9,000,000

Operating Activities

During the year ended December 31, 2020, we used $345,794 of cash in operating activities. Cash used in operating activities reflected our net loss of $5,957,927, offset by a $173,000 increase in our operating assets and liabilities and noncash charges of approximately $5,400,000, which was driven by stock-based compensation. The primary use of cash was to fund our operations related to compensation.

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During the year ended December 31, 2021, we used $732,649 of cash in operating activities. Cash used in operating activities reflected our net loss of $3,419,621 and a net increase of $150,431 in our operating assets and liabilities, offset by approximately $2,629,869 of noncash charges, which was driven by loss from conversion of debt to common stock. The primary use of cash was to fund our operations related to compensation expenses, consulting expenses, and professional fees.

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During the year ended December 31, 2022, we used $185,152 of cash in operating activities. Cash used in operating activities reflected our net loss of $541,583 and a net increase of $69,876 in our operating assets and liabilities, offset by approximately $312,801 of noncash charges, which was driven by loss from conversion of debt to common stock. The primary use of cash was to fund our operations related to compensation expenses, consulting expenses, and professional fees.

Investing Activities

During the year ended December 31, ~~2020~~2021 we ~~used~~received $~~2,331~~0 for ~~fixed~~investing ~~assets~~activities. During the year ended December 31, ~~2021~~2022, we ~~received~~used $075,000 for ~~investing~~the ~~activities~~purchase of land.

Financing Activities

During the year ended December 31, ~~2020~~2021, financing activities provided $~~716~~470,000, ~~for~~which was borrowed on debt and proceeds from the sale of stock. During the year ended December 31, ~~2021~~2022, financing activities provided $~~470~~120,000, which was ~~borrowed on debt and~~ proceeds from the sale of stock.

We anticipate material capital requirements of $9,000,000 for the twelve months ending December 31, 2022.

Other than as disclosed above, we do not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, our liquidity increasing or decreasing in any material way.

Other than as disclosed above, we do not know of any significant changes in our expected sources and uses of cash.

We do not have any commitments or arrangements from any person to provide us with any equity capital.

Our current losses, working capital deficit, and accumulated deficit raise substantial doubt about our ability to continue as a going concern.

Our current operations are being funded by capital that has been raised through the issuance of capital stock. Additionally, we may decide to raise more capital in the future through private offerings, public offerings, and/or debt offerings.

Funding Requirements

Our primary use of cash is to fund operating expenses, primarily consisting of compensation, consulting and professional fees and general administrative expenses.

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Because of the numerous risks and uncertainties associated the cannabis industry, we are unable to estimate the exact amount of our operating capital requirements. Our future funding requirements will depend on many factors, including, but not limited to:

	·	Regulatory and statutory developments regarding the legalization and commercialization of the marijuana industry in the United States

	·	Compensation expenses related to our growing platform

	·	Business development opportunities in the form of targeted acquisitions of subsidiaries

	·	Investment activities related to the construction and deployment of aeroponic growth technology.

We currently have no credit facility or committed sources of capital. Because of the numerous risks and uncertainties associated with the cannabis industry and our core businesses, we are unable to estimate the amounts of increased capital outlays and operating expenditures.

Until such time, if ever, as we can generate substantial product revenue, we expect to finance our operations through a combination of equity offerings and/or debt financings. To the extent that we raise additional capital through the sale of equity or convertible debt securities, ownership interests will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of common stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. If we are unable to raise additional funds through equity or debt financings or other arrangements when needed, we may be required to delay, limit, reduce or terminate the implementation of our business plans.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The following represents a summary of our critical accounting policies, defined as those policies that we believe are the most important to the portrayal of our financial condition and results of operations and that require management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.

See Note 2 to the December 31, ~~2021~~2022 Financial Statements included as part of this document for a summary of our significant accounting policies.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. It is possible that accounting estimates and assumptions may be material to the Company due to the levels of subjectivity and judgment involved.

1718 Table of Contents

Accounts Receivable

The Company grants credit to customers under credit terms that it believes are customary in the industry and does not require collateral to support customer receivables. The Company currently does not provide an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Normal receivable terms vary from 30-90 days after the issuance of the invoice and typically would be considered past due when the term expires. Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer.

Inventory

Inventory is valued at the lower of the inventory's cost (first in, first out basis) or the current market price of the inventory. Management compares the cost of inventory with its market value and an allowance is made to write down inventory to market value, if lower.

Long-Lived Assets

The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal.

Revenue Recognition

Net sales include product sales, less excise taxes and customer programs and incentives. The Company recognizes revenue by applying the following steps in accordance with Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

The Company recognizes sales when merchandise is shipped from a warehouse directly to wholesale customers (except in the case of a consignment sale). For consignment sales, the Company recognizes sales upon the consignee’s shipment to the customer. Postage and handling charges billed to customers are also recognized as sales upon shipment of the related merchandise. Shipping terms are generally FOB shipping point, and title passes to the customer at the time and place of shipment or purchase by customers at a retail location. For consignment sales, title passes to the consignee concurrent with the consignee’s shipment to the customer. The customer has no cancellation privileges after shipment or upon purchase at retail locations, other than customary rights of return. The Company excludes sales tax collected and remitted to various states from sales and cost of sales

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Deferred Income

In some instances, the Company receives payments prior to delivery of its products, whereupon such revenues are deferred until the revenue recognition criteria are met.

Stock-Based Compensation

The Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation – Stock Compensation. FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee's requisite service period. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees.

Off-Balance Sheet Arrangements

We do not maintain any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that would be expected to have a material current or future effect upon our financial condition or results of operations.

Going Concern

Our net losses through December 31, ~~2021~~2022 raise some or substantial doubt about the Company's ability to continue as a going concern.

Recent Accounting Pronouncements

InDuring ~~January 2017,~~ the ~~Financial~~year ~~Accounting~~ended ~~Standards~~December ~~Board~~31, ~~("FASB")~~2022, ~~issued~~the anCompany ~~Accounting~~adopted ~~Standards~~ASC ~~Update ("ASU") 2017~~2020-0106, “Debt ~~Business~~– ~~Combinations~~Debt ~~(Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business~~ with ~~the~~Conversion ~~objective~~and ofOther ~~adding~~Options ~~guidance~~(Subtopic to47020) ~~assist~~and Derivatives ~~entities~~and ~~with~~Hedging ~~evaluating~~– ~~whether~~Contracts ~~transactions~~in ~~should~~Entities beOwn ~~accounted~~Equity ~~for~~(Subtopic as81540).” ASC ~~acquisitions~~2020-06 orreduces ~~disposals~~the ofnumber ~~assets or businesses. The definition~~ of aacceptable ~~business~~methods ~~affects many areas~~ of accounting ~~including~~models ~~acquisitions, disposals, goodwill, and consolidation. The guidance is effective~~ for ~~interim~~convertible ~~and~~debt ~~annual~~instruments ~~periods beginning after December 15, 2017~~ and ~~should~~convertible bepreferred ~~applied prospectively on or after the effective date~~stocks. The ~~Company~~implementation ~~does not believe the adoption~~ of ~~ASU~~ASC ~~2017~~2020-0406 had ~~any~~no material impact on ~~its~~the Company’s consolidated financial statements.

Competition

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Regulatory Considerations

Marijuana is a Schedule-I controlled substance and is illegal under federal law. Even in those states in which the use of marijuana has been legalized, its use remains a violation of federal laws.

As of the date of this Prospectus 36 states and the District of Columbia allow its citizens to use Medical Marijuana. Additionally, 15 states and the District of Columbia have legalized cannabis for recreational use by adults. The state laws are in conflict with the Federal Controlled Substances Act, which makes marijuana use and possession illegal on a national level. The Biden Administration, if it follows Obama Administration policies, is not likely to use of resources to direct law federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical marijuana. However, there is no guarantee that the Administration will not change its stated policy regarding the low-priority enforcement of federal laws. Additionally, any new administration that follows could change this policy and decide to enforce the federal laws strongly. Any such change in the Federal Government’s enforcement of current federal laws could cause significant financial damage to us.

The Department of Justice has stated that it will continue to enforce the Controlled Substance Act with respect to marijuana to prevent:

	·	the distribution of marijuana to minors;
	·	criminal enterprises, gangs and cartels receiving revenue from the sale of marijuana;
	·	the diversion of marijuana from states where it is legal under state law to other states;
	·	state-authorized marijuana activity from being used as a cover or pretext for the trafficking of other illegal drugs or other illegal activity;
	·	violence and the use of firearms in the cultivation and distribution of marijuana;
	·	driving while impaired and the exacerbation of other adverse public health consequences associated with marijuana use;
	·	the growing of marijuana on public lands; and
	·	marijuana possession or use on federal property.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, we are not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data.

See the Index to the Consolidated Financial Statements beginning on page F-1 below.

2021 Table of Contents

HERO TECHNOLOGIES, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Contents		Page
Report of Independent Registered Public Accounting Firm		F-2
Audited Statements
Consolidated Balance Sheets as of December 31, 2021 and 2020		F-4
Consolidated Balance Sheets as of December 31, 2022 and 2021		F-3
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2021 and 2020		F-5
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2022 and 2021		F-4
Consolidated Statements of Stockholders' (Deficit) Equity for the years ended December 31, 2021 and 2020		F-6
Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2022 and 2021		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020		F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021		F-6
Notes to Consolidated Financial Statements		F-87

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Hero Technologies Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Hero Technologies Inc. (the Company) as of December 31, ~~2021~~2022 and ~~2020~~2021, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity (deficit) ~~equity~~, and cash flows for the two-year period then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2021~~2022 and ~~2020~~2021, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered net losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. .

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and the significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe our audits provide a reasonable basis for our opinion.

F-2 Table of Contents

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

~~Stock~~Going ~~Based Compensation~~Concern

AsDue ~~discussed~~to inthe ~~Note~~net 2loss toand ~~the~~negative ~~financial~~cash ~~statements~~flows from operations for the year, the Company ~~issues~~evaluated ~~stock-based~~the ~~compensation~~need infor ~~accordance~~a ~~with~~going ~~ASC 718, Compensation~~concern.

Auditing management’s ~~calculation~~evaluation of ~~the~~a ~~fair~~going ~~value~~concern ~~of stock-based compensation~~ can be a significant judgment given the fact that the Company uses management estimates on ~~various~~future ~~inputs~~revenues and expenses which are not able to ~~the~~be ~~calculation~~easily substantiated.

To evaluate the appropriateness of the ~~fair~~lack ~~value~~of ~~determined~~going byconcern ~~management~~paragraph in our audit opinion, we examined and evaluated the ~~inputs~~financial ~~management~~information ~~used~~that inwas ~~calculating~~ the ~~fair~~initial ~~value~~cause offor this consideration along with management’s plans to mitigate the ~~stock-based~~going ~~compensation~~concern.

Evaluation of Intangible Assets

As discussed in Note 5, the Company acquired two entities during 2020 accounted for as business combinations, which required assets and liabilities assumed to be measured at their acquisition date fair values. At each reporting period, certain intangible assets are required to be assessed annually for impairment based on the facts and circumstances at that time. Auditing management’s evaluation of intangible assets can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses which are not easily able to be substantiated.

Given these factors and due to significant judgements made by management, the related audit effort in evaluating management’s judgments in evaluation of intangible assets required a high degree of auditor judgment.

The procedures performed included evaluation of the methods and assumptions used by the Company, tests of the data used and an evaluation of the findings. We evaluated and tested the Company’s significant judgments that determine the impairment evaluation of goodwill and intangible assets.

/s/ M&K CPAS, PLLC

M&K CPAS, PLLC

We have served as the Company’s auditor since 2020

Houston, TX

March 431, ~~2022~~2023

(except for note 10, as to which the date is April 4, 2022)

Auditor Firm ID: 2738

F-2

Table of Contents

HERO TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
	Years Ended December 31,
	2022			2021
ASSETS

Current Assets:
Cash	$	34,325		$	174,477
Inventory		-			-
Prepaid expenses		6,563			5,500
Accounts receivable		0			620
Total current assets		40,888			180,597

Non-current Assets
Property and equipment, net of accumulated depreciation		604,329			6,313
Goodwill		-			-
Total Non-current assets		604,329			6,313
Total Assets	$	645,217		$	186,910

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities:
Accounts payable and accrued liabilities	$	95,540		$	32,904
Accounts payable and accrued related party liabilities		15,000			-
Loans payable, current portion – related party		200,000			169,588
Loans payable, current portion – non-related party		525,000			-
Total current liabilities		835,540			202,492

Total Liabilities		835,540			202,492

STOCKHOLDERS’ EQUITY (DEFICIT)

Authorized:
10,000,000 preferred shares, par value $0.001 per share
950,000,000 common shares, par value $0.001 per share
Issued and outstanding:
1,000,000 preferred shares at December 31, 2022 (1,000,000 at 2021)		1,000			1,000
451,692,444 common shares at December 31, 2022 (442,977,000 at 2021)		451,692			442,977
Additional paid-in capital		38,846,282			38,461,909
Stock Payable		27,970			27,970
Non-controlling Interest		(119,574	)		(93,328	)
Accumulated deficit		(39,397,693	)		(38,856,110	)
Total stockholders’ equity (deficit)		(190,323	)		(15,582	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	645,217		$	186,910

The accompanying notes are an integral part of these consolidated financial statements.

F-3

Table of Contents

HERO TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
	Years Ended December 31,
	2021			2020
	2022			2021
ASSETS
Revenue
Current Assets:
Sales	$	-		$	1,525
Cash	$	174,477		$	437,126
Cost of Goods Sold		-			72,686
Inventory		-			72,686
Gross Margin		-			(71,161	)
Prepaid expenses		5,500			47,000
Expenses:
Accounts receivable		620			-
Consulting		60,539			421,908
Total current assets		180,597			556,812
Impairment of Intangibles		-			5,881
Non-current Assets
Compensation expense		250,588			383,190
Property and equipment, net of accumulated depreciation		6,313			8,361
Office, travel, and general		81,547			163,810
Goodwill		-			5,881
Professional Fees		112,323			199,605
Total Non-current assets		6,313			14,242
Depreciation		1,983			2,048
Total Assets	$	186,910		$	571,054
Total expenses		(506,980	)		(1,176,442	)
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Other income (expense)
Current Liabilities:
Bad debt expense		(620	)		-
Accounts payable and accrued liabilities	$	32,904		$	47,923
Interest income		183			-
Loans payable, current portion - related party		169,588			-
Gain (loss) on share conversion		-			(2,218,382	)
Convertible loans payable, current portion – related party		-			2,245,000
Interest expense		(60,412	)		(46,964	)
Total current liabilities		202,492			2,292,923
Total other income (expense)		(60,849	)		(2,265,346	)
Total Liabilities		202,492			2,292,923
Net Loss before taxes		(567,829	)		(3,512,949	)
STOCKHOLDERS’ EQUITY (DEFICIT)
Provision for income tax		-			-
Authorized:
Net Loss	$	(567,829	)	$	(3,512,949	)
10,000,000 preferred shares, par value $0.001 per share
Non-controlling interest in (income) loss of consolidated subsidiaries		26,246			93,328
950,000,000 common shares, par value $0.001 per share
Net loss attributable to the company		(541,583	)		(3,419,621	)
Issued and outstanding:
Weighted Average Number of Basic and Diluted Common Shares Outstanding		447,592,863			430,066,213
1,000,000 preferred shares at December 31, 2021 (1,000,000 at 2020)		1,000			1,000
Basic and Diluted Net Loss Per Common Share	$	(0.00	)	$	(0.01	)
442,977,000 common shares at December 31, 2021 (357,095,087 at 2020)		442,977			357,095
Additional paid-in capital		38,461,909			33,206,878
Stock Payable		27,970			149,647
Non-controlling Interest		(93,328	)		-
Accumulated deficit		(38,856,110	)		(35,436,489	)
Total stockholders’ equity (deficit)		(15,582	)		(1,721,869	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	186,910		$	571,054

The accompanying notes are an integral part of these consolidated financial statements.

F-4

Table of Contents

HERO TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
	Years Ended December 31,
	2021			2020
Revenue
Sales	$	1,525		$	197
Cost of Goods Sold		72,686			-
Gross Margin		(71,161	)		197
Expenses:
Consulting		421,908			209,070
Impairment of Intangibles		5,881			60,700
Compensation expense		383,190			5,317,100
Office, travel, and general		163,810			193,349
Professional Fees		199,605			58,077
Depreciation		2,048			-
Total expenses		(1,176,442	)		(5,838,296	)
Other income (expense)
Unrealized gain (loss) on investments		-			(60,932	)
Gain (loss) on share conversion		(2,218,382	)		-
Interest expense		(46,964	)		(58,896	)
Total other income (expense)		(2,265,346	)		(119,828	)
Net Loss before taxes		(3,512,949	)		(5,957,927	)
Provision for income tax		-			-
Net Loss	$	(3,512,949	)	$	(5,957,927	)
Non-controlling interest in (income) loss of consolidated subsidiaries		93,328			-
Net Loss attributable to the comonay		(3,419,621	)		(5,957,927	)
Weighted Average Number of Basic and Diluted Common Shares Outstanding		430,066,213			154,877,610
Basic and Diluted Net Loss Per Common Share	$	(0.01	)	$	(0.04	)

The accompanying notes are an integral part of these consolidated financial statements.

F-5 Table of Contents

HERO TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

	Common Shares				Preferred Shares				~~Additional~~AdditionalPaid-in			Stock			Non-Controlling			~~AccumulatedOtherComprehensive~~Accumulated Other Comprehensive			~~DeficitAccumulatedDuring~~Accumulated			~~TotalStockholders'~~Total Stockholders’ Equity
	Number				Number				Paid In			Stock			Controlling			Income/			Exploration			(Deficit)
	Shares		Amount		Shares		Amount		Capital			Payable			Interest			Income (Loss)			Deficit			(Deficit)
	of Shares		Amount		of Shares		Amount		Capital			Payable			Intersest			(Loss)			Stage			Equity
Balance, January 1, 2021		357,095,087	$	357,095		1,000,000	$	1,000	$	33,206,878			149,647		$	-		$	-		$	(35,436,489	)	$	(1,721,869	)
Balance January 1, 2020		144,737,790		144,738		-		-		27,220,007			-			-			344			(29,478,562	)		(2,113,473	)
Investment Units issued for cash at $.024 per unit		11,267,424		11,268						258,732			-			-									270,000
Related party issuance on sale of shell		-		-		1,000,000		1,000		(1,000	)		-			-			-			-			-
Investment units issued for cash at $0.024 per unit		12,107,297		12,107		-		-		277,893			-			-			-			-			290,000
Investment units issued for cash at $0.0425 per unit		100,000,000		100,000		-		-		325,000			-			-			-			-			425,000
Issued for services		250,000		250		-		-		13,500			-			-			-			-			13,750
Common Stock issued for cash to related party		100,000,000		100,000		-		-		(99,000	)		-			-			-			-			1,000
Common Stock - Related party compensation		-		-		-		-		5,299,000			4,350			-			-			-			5,303,350
Shares to be issued for acquisition		-		-		-		-		-			145,297			-			-			-			145,297
Donated capital		-		-		-		-		171,478			-			-			-			-			171,478
Comprehensive income
Net loss		-		-		-		-		-			-			-			-			(5,957,927	)		(5,957,927	)
Foreign currency translation		-		-		-		-		-			-			-			(344	)		-			(344	)
Balance December 31, 2020		357,095,087		357,095		1,000,000		1,000		33,206,878			149,647			-			-			(35,436,489	)		(1,721,869	)
Investment units issued for cash at $0.024 per unit		11,267,424		11,268		-		-		258,732			-			-			-			-			270,000
Issued for services		850,000		850		-		-		53,250			-			-			-			-			54,100
Common Stock - Related party compensation		4,928,775		4,929		-		-		314,116			-			-			-			-			319,045
Common Stock – Related party compensation		4,928,775		4,929						314,116			-			-									319,045
Common Stock - debt conversion, related party		65,285,714		65,285		-		-		4,449,981			-			-			-			-			4,515,266
Common Stock – debt conversion, related party		65,285,714		65,285		-		-		4,449,981			-			-			-			-			4,515,266
Shares issued as inducement for borrowing at $0.0667 per unit		750,000		750		-		-		60,075			-			-			-			-			60,825
Shares issued for acquisition		2,800,000		2,800		-		-		118,877			(121,677	)		-			-			-			-
Shares to be issued for acquisition		2,800,000		2,800		-		-		118,877			(121,677	)		-			-			-			-
Non-Controlling Interest		-		-		-		-		-			-			(93,328	)		-			-			(93,328	)
Comprehensive income																			-			-
Net Loss													-			-						(3,419,621	)		(3,419,621	)
Net loss		-		-		-		-		-			-			-			-			(3,419,621	)		(3,419,621	)
Balance, December 31, 2021		442,977,000		442,977		1,000,000		1,000		38,461,909			27,970			(93,328	)		-			(38,856,110	)		(15,582	)
Balance December 31, 2021		442,977,000		442,977		1,000,000		1,000		38,461,909			27,970			(93,328	)		-			(38,856,110	)		(15,582	)
Issued for services		1,480,000		1,480						67,020			-			-									68,500
Common Stock – related party compensation		4,235,444		4,235						177,853			-			-									182,088
Investment shares issued for cash at $0.05 per share		2,000,000		2,000						98,000			-			-									100,000
Investment shares issued for cash at $0.02 per share		1,000,000		1,000		-		-		19,000			-			-			-			-			20,000
Imputed Interest on outstanding loan		-		-		-		-		22,500			-						-			-			22,500
Non-Controlling Interest													-			(26,246	)								(26,246	)
Net Loss													-			-						(541,583	)		(541,583	)
Balance, December 31, 2022		451,692,444		451,692		1,000,000		1,000		38,846,282			27,970			(119,574	)					(39,397,693	)		(190,324	)

The accompanying notes are an integral part of these consolidated financial statements.

F-65 Table of Contents

HERO TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
	Years Ended December 31,
	2021			2020
	2022			2021
OPERATING ACTIVITIES:
Net loss attributable to Hero Technologies Inc.	$	(3541,~~419,621~~583	)	$	(53,~~957~~419,~~927~~621	)
Non-controlling interest in income (loss) of consolidated subsidiaries	$	(9326,~~328~~246	)	$	-(93,328	)
Adjustments to reconcile net loss to net cash used in operating activities:
Discount Amortization		30,413			60,932
Discount amortization		-			30,413
Shares issued for services		~~373~~68,~~145~~500			5373,~~317,100~~145
Impairment of intangibles		~~5881~~182,088			605,~~700~~881
Loss from conversion of debt to common stock		~~2,218,382~~-			-2,218,382
Depreciation expense		21,~~048~~984			-2,048
Bad debt expense		620
Interest expense		60,229			-
Change in operating assets and liabilities:
Prepaid expenses		41(1,~~500~~063	)		~~158~~41,~~000~~500
Accounts payable and accrued liabilities		3670,~~865~~319			1536,~~401~~865
Accounts receivable		~~(620~~-	)		-(620	)
Inventory		~~72,686~~-			-72,686
Cash used in operating activities		(~~732~~185,~~649~~152	)		(~~345~~732,~~794~~649	)
INVESTING ACTIVITIES:
Cash paid for fixed assets		-			2,331	)
Cash paid for purchase of land		(75,000	)		-
Cash provided by (used in) investing activities		-			(2,331	)
Cash provided by (used in investing activities)		(75,000	)		-
FINANCING ACTIVITIES:
Proceeds from sale of common stock		~~270~~120,000			~~716~~270,000
Borrowings on debt		~~200,000~~-			-200,000
Cash provided by financing activities		~~470~~120,000			~~716~~470,000
Foreign currency translation adjustment		-			(344)
NET INCREASE (DECREASE) IN CASH		(140,152	)		(262,649	)
NET INCREASE (DECREASE) IN CASH		(262,649	)		367,531
CASH, BEGINNING OF YEAR		174,477			437,126
CASH, BEGINNING OF YEAR		437,126			69,595
CASH, END OF YEAR	$	34,325			174,477
CASH, END OF YEAR	$	174,477		$	437,126
NON-CASH INVESTING ACTIVITIES:
Acquisition of subsidiary	$	-		$	145,297
Liabilities settled with investments	$	-			2,296,884
Preferred shares issued to management	$	-		$	1,000
Inducement of debt	$	-			60,825
Liabilities settled with investments	$	2,296,884		$	223,988
Shares issued from stock payable	$	-			121,677
Inducement of debt	$	60,825		$	-
Land financed with debt	$	525,000			-
Share issued from stock payable	$	121,677		$	-

The accompanying notes are an integral part of these consolidated financial statements.

F-76 Table of Contents

HERO TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Audited)

1. NATURE ~~AND CONTINUANCE~~ OF OPERATIONS

Hero Technologies Inc. (the “Company”) was incorporated in the State of Nevada on May 14, 2004. The Company had previously focused on oil and gas exploration in Australia’s Cooper Basin. During 2019, the Company sold its remaining oil and gas assets and discontinued operations in the energy industry. As a result, the financial results related to the oil and gas activity were reflected in the consolidated statements of operations discontinued operations. The related assets and liabilities associated with the discontinued operations in prior year’s consolidated balance sheet are classified as discontinued operations. See Note 4 for additional information.

Hero Technologies Inc. is a cannabis company with a vertically-integrated business model. The company has a majority stake in BlackBox Systems and Technologies LLC, an aeroponic cannabis cultivation system that provides optimal growing conditions to enhance photosynthesis and cultivation of large flowering plants, creating increased harvest efficiencies. The company's business plan includes cannabis genetic engineering, farmland for both medical and recreational cannabis cultivation, production licenses, distribution licenses, consumer packaging and retail operations, and dispensaries that make the company a multi-state operator (MSO).

The Company’s consolidated financial statements are prepared on a going concern basis in accordance with generally accepted accounting principles in the United States (“US GAAP”) which contemplates the realization of assets and discharge of liabilities and commitments in the normal course of business. The Company has not generated operating revenues and has funded its operations through the issuance of capital stock.

There is no certainty that further funding will be available as needed. These factors raise substantial doubt about the ability of the Company to continue operating as a going concern. The Company's ability to continue its operations as a going concern, realize the carrying value of its assets, and discharge its liabilities in the normal course of business is dependent upon: the continued support of its controlling shareholders, its ability to raise capital sufficient to fund its commitments and ongoing losses, and ultimately generating profitable operations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These consolidated financial statements and related notes are presented in accordance with US GAAP, and are expressed in United States dollars. These statements include the accounts of the Company and its wholly owned subsidiaries First Endeavor Holdings, Inc. (“FEH”), Veteran Hemp Co (“Veteran”), and its majority owned subsidiary Blackbox Technologies and Systems (“Blackbox”). All intercompany transactions and balances have been eliminated.

~~Inventories~~In the opinion of management, all adjustments, all of which are of a normal recurring nature, considered necessary for a fair presentation have been included.

~~Inventories~~Accounts primarily consist of cannabis merchandise and are stated at the lower of cost or market. Value at December 31, 2021 was $0. Cost is determined using an average costing methodology, which approximates cost under the first-in, first-out (FIFO) method. A portion of inventory is held by certain independent distributors on consignment until it is sold to a third party. The Company regularly monitors inventory quantities on hand and records write-downs for excess and obsolete inventories based primarily on the Company’s estimated forecast of product demand and production requirements. Such write-downs establish a new cost basis of accounting for the related inventory. As at December 31, 2021, the Company determined that the inventory on hand be impaired as their focus remains on cultivation and sale of their own product. Receivable

~~F-8~~Accounts ~~Table~~receivable consist of ~~Contents~~trade receivables and are carried at their estimated collectible amounts.

The Company provides credit to its clients in the form of payment terms. The Company limits its credit risk by performing credit evaluations of its clients and maintaining a reserve, if deemed necessary, for potential credit losses. Such evaluations include the review of a client’s outstanding balances with consideration towards such client’s historical collection experience, as well as prevailing economic and market conditions and other factors. Based on such evaluations, the Company determined to write off $620 of accounts receivable at the end of December 31, 2022. The total accounts receivable was $0 at December 31, 2022 and $620 as of December 31, 2021.

F-7

Table of Contents

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight- line method over the estimated useful lives of the assets, ranging from three to seven years. ~~Amortization of leasehold improvements is computed using the straight-line method over the life of the lease or the useful lives of the assets, whichever is shorter.~~ The cost and related accumulated depreciation and amortization of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is reported as current period income or expense. The costs of repairs and maintenance are expensed as incurred. The ~~company purchased $2,331 of assets and acquired $6,030 through its acquisitions in 2020. The~~ total value of property and equipment at December 31, ~~2021~~2022 is $6604,~~313.~~330 and $86,~~361~~313 at December 31, ~~2020.~~2021

	Asset Purchase Price		Accumulated Depreciation
Furniture and Fixtures 5-7 Years	$	6,030	$	(1,206	)
Land		600,000		0
Computer Equipment and Software 3-5 Years		2,331		(842	)
Furniture and Fixtures 5-7 Years	$	6,030	$	(2,412	)
Computer Equipment and Software 3-5 Years		2,331		(1,620	)

Intangible Assets / Goodwill

The Company accounts for certain intangible assets at cost. Management reviews these intangible assets for probable impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If there is an indication of impairment, management would prepare an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these estimated cash flows were less than the carrying amount, an impairment loss would be recognized to write down the asset to its estimated fair value. The Company performed a qualitative assessment of certain of its intangible assets and determined that $60,700 of intangible trademarks and customer base included with the Veteran Hemp Co acquisition be impaired and that $5,881 of goodwill associated to Veteran Hemp Co be impaired as of December 31, ~~2020 and~~ 2021 ~~respectively~~.

Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

F-9 Table of Contents

The most significant estimates with regard to these consolidated financial statements relate to carrying values of oil and gas properties, the fair value of debt, the estimated valuation allowance on deferred tax assets and the determination of fair values of stock-based transactions.

Revenue Recognition

~~Net~~The Company recognizes sales ~~include~~when ~~product~~merchandise ~~sales,~~is ~~less~~shipped ~~excise~~from ~~taxes~~a ~~and~~warehouse ~~customer~~directly ~~programs~~to ~~and~~wholesale ~~incentives~~customers (except in the case of a consignment sale). ~~The~~For consignment sales, the Company recognizes ~~revenue~~sales byupon ~~applying~~the consignee’s shipment to the ~~following~~customer. ~~steps~~Postage inand ~~accordance~~handling ~~with~~charges ~~Accounting~~billed ~~Standards~~to ~~Codification~~customers ~~(“ASC”)~~are ~~Topic~~also ~~606~~recognized –as ~~Revenue~~sales ~~from~~upon ~~Contracts~~shipment ~~with~~of ~~Customers:~~the ~~(1)~~related ~~identify~~merchandise. Shipping terms are generally FOB shipping point, and title passes to the ~~contract~~customer ~~with~~at the time and place of shipment or purchase by customers at a ~~customer;~~retail ~~(2)~~location. ~~identify~~For consignment sales, title passes to the ~~performance~~consignee ~~obligations~~concurrent inwith the ~~contract;~~consignee’s ~~(3)~~shipment ~~determine~~to the ~~transaction~~customer. ~~price;~~The ~~(4)~~customer ~~allocate~~has ~~the~~no ~~transaction~~cancellation ~~price~~privileges toafter ~~each~~shipment ~~performance~~or ~~obligation~~upon inpurchase ~~the~~at ~~contract;~~retail locations, other than customary rights of return. The Company excludes sales tax collected and ~~(5)~~remitted ~~recognize~~to ~~revenue~~various ~~when~~states ~~each~~from ~~performance~~sales ~~obligation~~and iscost ~~satisfied~~of sales.

~~The~~F-8 ~~Company~~Table ~~recognizes sales when merchandise is shipped from a warehouse directly to wholesale customers (except in the case~~ of a consignment sale). For consignment sales, which include sales to the Oregon Liquor Control Commission (OLCC), the Company recognizes sales upon the consignee’s shipment to the customer. Postage and handling charges billed to customers are also recognized as sales upon shipment of the related merchandise. Shipping terms are generally FOB shipping point, and title passes to the customer at the time and place of shipment or purchase by customers at a retail location. For consignment sales, title passes to the consignee concurrent with the consignee’s shipment to the customer. The customer has no cancellation privileges after shipment or upon purchase at retail locations, other than customary rights of return. The Company excludes sales tax collected and remitted to various states from sales and cost of sales.Contents

~~Foreign~~Cash, ~~Currency~~Cash ~~Translation~~Equivalents

The Company ~~and~~considers ~~its~~all ~~previous~~highly ~~Australian~~liquid ~~subsidiary’s~~instruments ~~functional~~with ~~and~~an ~~reporting~~original ~~currency~~maturity ~~is the United States dollar. The functional currency~~ of ~~the~~three ~~Company’s~~months ~~Canadian~~or ~~subsidiary~~less ~~(which~~at ~~is currently inactive) is~~ the ~~Canadian~~time ~~dollar. Foreign currency financial statements~~ of ~~the~~issuance ~~Company’s Canadian subsidiary are translated~~ to ~~United~~be ~~States~~cash ~~dollars~~equivalents. ~~using~~Cash ~~period-end~~totaled ~~rates~~$34,325 ~~of exchange for assets~~ and ~~liabilities~~$174,477 ~~and~~at ~~average~~December ~~rates~~31, of2022 ~~exchange~~and ~~for~~December ~~the~~31, ~~period~~2021, ~~for revenues and expenses~~respectively. ~~Translation~~The ~~gains~~Company ~~(losses)~~is ~~are~~exposed ~~recorded~~to ~~in accumulated other comprehensive income as~~ a ~~component~~concentration of ~~stockholders’~~credit ~~(deficit)~~risk ~~equity.~~with ~~Foreign~~respect ~~currency~~to ~~financial~~its ~~statements~~cash ofdeposits. ~~the~~The Company’s ~~previous~~places ~~Australian~~cash ~~subsidiary~~deposits ~~use~~with ~~period~~highly ~~end~~rated ~~rates~~financial ~~for~~institutions ~~monetary~~in ~~assets~~the ~~and~~United ~~liabilities,~~States. ~~historical~~At ~~rates~~times, ~~for~~cash ~~historical cost~~ balances, ~~and~~held ~~average~~in ~~rates~~financial ~~for~~institutions ~~expenses.~~may Ifbe ~~material,~~more ~~translation~~than ~~gains~~insured ~~and~~limits. ~~losses~~The ~~are~~Company ~~included~~believes in the ~~determination~~financial ofinstitutions ~~income.~~are ~~Foreign~~financially ~~currency~~strong ~~transactions~~and of the ~~Company’s~~risk ~~subsidiaries~~of ~~are~~loss ~~primarily~~is ~~undertaken in Australian and Canadian dollars~~minimal. The Company has not, ~~through~~experienced ~~the~~any ~~date~~losses ofwith ~~these~~respect ~~consolidated~~to ~~financial~~the ~~statements,~~related ~~entered~~risks ~~into~~and ~~derivative~~does ~~instruments~~not tobelieve ~~offset~~its ~~the~~exposure ~~impact~~to ofsuch ~~foreign~~risks ~~currency~~is ~~fluctuations~~more than normal.

Cash, Cash Equivalents and the Fair Value of Financial Instruments

The Company considers all highly liquid instruments with an original maturity of three months or less at the time of issuance to be cash equivalents. Cash totaled $174,477 and $437,126 at December 31, 2021 and 2020, respectively. The Company is exposed to a concentration of credit risk with respect to its cash deposits. The Company places cash deposits with highly rated financial institutions in the United States. At times, cash balances held in financial institutions may be in excess of insured limits. The Company believes the financial institutions are financially strong and the risk of loss is minimal. The Company has not experienced any losses with respect to the related risks and does not believe its exposure to such risks is more than normal.

F-10 Table of Contents

The estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The estimated fair value of cash, other receivables, accounts payable, accrued liabilities and demand notes payable approximates their carrying value due to their short-term nature.

Fair Market Measurements

The Company estimates the fair values of financial and non-financial assets and liabilities under ASC Topic 820 "Fair Value Measurements and Disclosures" ("ASC Topic 820"). ASC Topic 820 provides a framework for consistent measurement of fair value for those assets and liabilities already measured at fair value under other accounting pronouncements. Certain specific fair value measurements, such as those related to share-based compensation, are not included in the scope of ASC Topic 820. Primarily, ASC Topic 820 is applicable to assets and liabilities related to financial instruments, to some long-term investments and liabilities, to initial valuations of assets and liabilities acquired in a business combination, and to long-lived assets written down to fair value when they are impaired. It does not apply to oil and natural gas properties accounted for under the full cost method, which are subject to impairment based on SEC rules. ASC Topic 820 applies to assets and liabilities carried at fair value on the consolidated balance sheet, as well as to supplement fair value information about financial instruments not carried at fair value.

Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of these techniques requires significant judgment and is primarily dependent upon the characteristics of the asset or liability, the principal (or most advantageous) market in which participants would transact for the asset or liability and the quality and availability of inputs.

Inputs to valuation techniques are classified as either observable or unobservable within the following hierarchy:

	·	Level 1 - quoted prices in active markets for identical assets or liabilities.

	·	Level 2 - inputs other than quoted prices which are observable for an asset or liability. These include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).

	·	Level 3 -unobservable inputs that reflect the Company's own expectations about the assumptions that market participants would use in measuring the fair value of an asset or liability.

A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instrument's complexity.

~~F-11~~In ~~Table~~accordance ofwith ~~Contents~~ASC Topic 820, valuation techniques used for assets and liabilities accounted for at fair value are generally categorized into three types: market approach, income approach and cost approach. The Company had no outstanding securities at December 31, 2022.

InThe ~~accordance~~following ~~with~~table ~~ASC~~presents ~~Topic~~the ~~820,~~classification ~~valuation~~of ~~techniques~~the ~~used~~securities ~~for~~by ~~assets~~level ~~and liabilities accounted for~~ at ~~fair value are generally categorized into three types: market approach, income approach and cost approach. The Company had no outstanding securities at~~ December 31, ~~2021.~~2022:

	Level 1		Level 2		Level 3		Total

Investments - Stocks/mutual funds	$	0	$	-	$	-	$	0

Totals	$	0	$	-	$	-	$	0

The following table presents the classification of the securities by level at December 31, 2021:

	Level 1		Level 2		Level 3		Total

Investments - Stocks/mutual funds	$	0	$	-	$	-	$	0

Totals	$	0	$	-	$	-	$	0

The ~~following~~Company ~~table~~uses ~~presents~~ the ~~classification~~market ofapproach ~~the~~technique ~~securities~~to byaccount ~~level~~for its financial instruments at fair value for the period ended December 31, ~~2020:~~2022, and the application of this technique applied to similar assets and liabilities has been applied on a consistent basis.

	Level 1		Level 2		Level 3		Total
Investments - Stocks/mutual funds	$	0	$	-	$	-	$	0
Totals	$	0	$	-	$	-	$	0

The Company uses the market approach technique to account for its financial instruments at fair value for the period ended December 31, 2021, and the application of this technique applied to similar assets and liabilities has been applied on a consistent basis.

Investments

At December 31, 2021, the Company’s investments are stated at fair value. Any unrealized gains and losses on investments are included as component of income (loss) from continued operations. Realized gains and losses from sales on investments are recorded to income at the time of sale using specific identification method. Dividend income is recognized on the ex-dividend date and interest income is recognized on an accrual basis. Periodically, the investments are reviewed for other than temporary impairment, in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 320, Investments – Debt and Equity Securities, and any losses determined to be other than temporary are realized and are included in other income (expense). The Company recognized an unrealized loss on its investments of $60,932 at December 31, 2020. This is related to 40,416,917 shares of Oilex stock at fair value of $0.004 stock price transferred to Holloman Value Holdings in 2020. The accrued interest of $231,317 was forgiven, assets consisting of cash at $32,350 and $52,510 fair value of Oilex shares, less outstanding payables totaling $25,201 as agreed upon, was transferred at the time of settlement and sale of the shell. The remaining related party amount of $171,478 was charged to donated capital.

F-12 Table of Contents

Income Taxes

Income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes that date of enactment. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized.

The Company accounts for uncertainty in income taxes by applying a two-step method. First, it evaluates whether a tax position has met a more likely than not recognition threshold, and second, it measures that tax position to determine the amount of benefit, if any, to be recognized in the financial statements. The application of this method did not have a material effect on the Company's consolidated financial statements.

F-9

Table of Contents

Stock Based Compensation

The Company records compensation expense in the consolidated financial statements for share based payments using the fair value method. The fair value of stock options granted to directors and employees is determined using the Black-Scholes option valuation model at the time of grant. Fair value for common shares issued for goods or services rendered by non-employees is measured based on the fair value of the goods and services received. Share-based compensation is expensed with a corresponding increase to share capital. Upon the exercise of the stock options, the consideration paid is recorded as an increase in share capital.

Other Comprehensive Income (Loss)

The Company reports and displays comprehensive income and loss and its components in the consolidated financial statements. For the years ended December 31, ~~2021~~2022 and ~~2020~~2021, the only components of comprehensive income were foreign currency translation adjustments.

Earnings (Loss) Per Share

The Company presents both basic and diluted earnings per share (“EPS”) on the face of the consolidated statements of operations. Basic EPS is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Diluted EPS figures are equal to those of Basic EPS for each period since the Company had no securities outstanding during periods in which the Company generated net income that were potentially dilutive.

~~Subsequent~~Recently ~~Events~~Adopted Accounting Pronouncements

~~Management~~During ~~has~~the ~~evaluated~~year ~~events~~ended ~~from~~ December 31, ~~2021~~2022, ~~through~~the ~~March~~Company ~~30,~~adopted ~~2022~~ASC 2020-06, “Debt ~~the~~– ~~date~~Debt with Conversion and Other Options (Subtopic 47020) and Derivatives and Hedging – Contracts in Entities Own Equity (Subtopic 81540).” ASC 2020-06 reduces the ~~Company’s~~number ~~consolidated~~of ~~financial~~acceptable ~~statements~~methods ~~were~~of ~~available~~accounting tomodels befor convertible ~~issued~~debt instruments and ~~has~~convertible ~~disclosed~~preferred ~~any~~stocks. ~~subsequent~~The ~~events~~implementation inof ~~Note~~ASC 102020-06 had no material impact on the Company’s consolidated financial statements.

F-1310 Table of Contents

3. ACQUISITIONS

The Company formed Blackbox Technologies and Systems LLC in September 10, 2020. Blackbox Technologies and Systems LLC has been renamed Blackbox Systems and Technologies LLC. The Company acquired all of Marc Kasabasic and Hank Pielack’s aeroponic system process, procedures, and all associated intellectual property and know how. The Blackbox project consists of environmental growth chambers for the cultivation of large cannabis flowering plants based on aeroponic technology. The Company has a 51% equity interest in Blackbox Technologies and Systems. LLC. The address of Blackbox Technologies and Systems is 8 The Green Suite 4000, Dover, DE 19901. Blackbox Technologies and Systems can be contacted at info@blackboxsystemsllc.com. ~~The total expenditures as at December 31, 2021 is $182,997.~~

The Company also purchased a website and business currently selling CBD topicals and rubs under the name “Highly Relaxing”. Hero Technologies will retain the owner on a consulting basis to create and continue the manufacture of the topical rub for the Company and to continue operations. In exchange, the seller will receive 100,000 common shares for these services and $2.00 per topical can of rub sold. This is currently recorded as a stock payable at fair value of $4,350 at a stock price of $0.0435 on the agreement date.

Veteran Hemp Co., bought by HENC through V Broker LLC as an asset acquisition on November 3, 2020, operates an international retail and wholesale online store selling cannabis and cannabidiol. The consideration given for the acquired assets is shown below:

	Shares		Fair Value

Initial shares. $0.0435		2,500,000		108,750
Earnout shares:
Belize contract		1,400,000		2,713
Online payment system		300,000		12,927
EBITDA		800,000		20,907

Total consideration				145,297

Assets Acquired:
Inventory				72,686
Equipment				6,030
Trademarks				37,700
Customer base				23,000
Goodwill				5,881
Total assets acquired				145,297

~~F-14~~The ~~Table~~Company impaired $5,881 of ~~Contents~~goodwill associated to Veteran Hemp Co. in 2021 since it was determined that the emphasis is on current and future growth under Hero Technologies Inc.

~~The~~F-11 ~~Company~~Table ~~impaired $60,700 in 2020 which consisted~~ of the trademarks and customer base. It was determined that they would not be used because these items would fall under the Hero Technology brand going forward. The Company impaired $5,881 of goodwill associated to Veteran Hemp Co. in 2021 because it was determined that the emphasis is on current and future growth under Hero Technologies Inc.Contents

4. RELATED PARTY TRANSACTIONS

Interest to related parties was is $715,~~500~~000 at ~~December~~September 3130, ~~2021~~2022 compared to $427,~~833~~500 at December 31, ~~2020~~2021

On September 14, 2015, the Company entered into a $100,000 loan agreement with Holloman Holdings. The loan accrues interest at 5% per annum any accrued interest plus principal matures two years from the issuance date. The principal of this loan agreement was considered repaid, and the agreement terminated when the Company entered into another loan agreement for the same amount with a wholly owned subsidiary of Holloman Holdings on October 19, 2015.

On October 26, 2015, the Company entered into a $20,000 loan agreement with Holloman Holdings. The loan accrues interest at 5% per annum any accrued interest plus principal matures two years from the issuance date.

On November 3, 2015, the Company entered into a $35,000 loan agreement with Holloman Holdings. The loan accrues interest at 5% per annum any accrued interest plus principal matures two years from the issuance date.

On January 12, 2016, the Company borrowed $250,000 from Holloman Value Holdings, LLC. This loan bears interest at 5% per year. All or any portion of the outstanding loan principal, plus any accrued and unpaid interest, may be converted at the option of Holloman Value Holdings, at any time and from time to time, into shares of the Company's commons stock. The number of shares to be issued upon any conversion will be determined by dividing the amount of the principal and/or interest to be converted by the average closing price of the Company's common stock for the 30 trading days immediately preceding the date of conversion.

On February 15, 2019, the Company sold 3,750,000 shares of common stock to a wholly owned subsidiary of Holloman Corporation. The shares were priced at $0.020. Proceeds from the private placements totaled $75,000.

On June 11, 2019, the Company entered into a $30,000 loan agreement with Holloman Holdings. The loan accrues interest at 5% per annum any accrued interest plus principal matures two years from the issuance date.

On October 2, 2019, the Company entered into a $10,000 loan agreement with Holloman Holdings. The loan accrues interest at 5% per annum any accrued interest plus principal matures two years from the issuance date.

On December 11, 2019, the Company entered into a $200,000 loan agreement with Holloman Holdings. The loan accrues interest at 5% per annum any accrued interest plus principal matures two years from the issuance date. The consolidated total loan balance as of December 31, 2019 was $645,000 and bears interest at 5% per year.

On October 19, 2015, the Company entered into a $1,600,000 loan agreement with a wholly owned subsidiary of Holloman Holdings. The loan accrues interest at 2% per annum, payable monthly, and the principal matures two years from the issuance date. Interest is due monthly; however, if the Company fails to pay interest monthly then the lender can capitalize the interest as part of the principal. A portion of the proceeds of the loan agreement replaced the outstanding principal of $100,000 for the loan agreement entered into with Holloman Holdings on September 14, 2015.

F-15 Table of Contents

On October 31, 2017, the outstanding $1,600,000 loan, plus $67,635 in accrued interest, was assigned to Holloman Value Holdings. This loan plus accrued interest is to be paid by October 31, 2019 or a reasonable time as agreed by both parties. All or any portion of the outstanding loan principal, plus any accrued and unpaid interest, may be converted at the option of Holloman Value Holdings, at any time and from time to time, into shares of the Company’s commons stock. The number of shares to be issued upon any conversion will be determined by dividing the amount of the principal and/or interest to be converted by the average closing price of the Company’s common stock for the 30 trading days immediately preceding the date of conversion. The debt was assigned to P2B Capital on April 30, 2020 at time of sale of the Company to Magenta Holdings. Simultaneously, the accrued interest of $231,317 was forgiven, assets consisting of cash at $32,350 and $52,510 fair value of Oilex shares, less outstanding payables totaling $25,201 as agreed upon, was transferred at the time of settlement and sale of the shell. The remaining related party amount of $171,478 was charged to donated capital.

Effective October 1, 2010, the Company executed an administrative services agreement with Holloman Corporation, the Company’s controlling shareholder. Under this agreement, fees of $5,000 per month were payable to Holloman Corporation. An amendment to this agreement, effective July 1, 2016, reduced the fees to $2,000 per month covering; office and meeting space, supplies, utilities, office equipment, network access and other administrative facilities costs. These fees are payable quarterly in shares of the Company’s restricted common stock at the closing price of the stock on the last trading-day of the applicable monthly billing period. This administrative services agreement can be terminated by either party with 30-days’ notice. The agreement was terminated July 1, 2019. During 2019, the Company recorded $12,000 (2018 – $24,000) of office expense and issued 1,367,532 (2018– 1,740,815) shares of its common stock as a result of this agreement. During 2019, the Company recorded $1,445 (2018-$6,545) in management fees and as a result issued 96,591 (2018-478,815) shares of its common stock. No gain or loss recorded Debt of $2,245,000 was assigned to P2B Capital on April 30, 2020 at time of sale of the Company to Magenta Holdings. Simultaneously, the accrued interest of $231,317 was forgiven, assets consisting of cash at $32,350 and $52,510 fair value of Oilex shares, less outstanding payables totaling $25,201 as agreed upon, was transferred at the time of settlement and sale of the shell. The remaining related party amount of $171,478 was charged to donated capital.

On November 6, 2020, the Company engaged Rowland Consulting LLC in a consultant and advisory role to assist in general managerial strategies for the Company’s online assets. The Company will cover the direct costs associated with activities done by Advisor.

On December 31, 2020, the Company issued 100,000,000 shares of restricted stock to Dark Alpha Capital LLC in a private offering in exchange for $1,000 cash. Dark Alpha Capital serves as the Company’s advisor on operations, finance, legal matters, and business development, including acquisitions. The value of the shares on December 31, 2020 are valued at $5,300,000.

On February 15, 2021, the Company issued 875,000 shares of restricted common stock to Topline Holdings Inc in consideration for advisor and managerial services. The shares were priced at $0.074. at a fair value of $64,750.

On February 22, 2021, the ~~Company~~debt ~~engaged~~of ~~Konkler~~$2,245,000 ~~Enterprises~~including ~~for~~interest ~~managerial~~of ~~services~~$42,833.33 ~~and~~owed ~~issued~~to ~~Konkler~~P2B ~~Enterprises~~Capital ~~208~~LLC was paid in full with 65,~~635~~285,714 shares of common stock. atresulting in a ~~fair~~loss ~~value~~on conversion of $112,~~579~~218,382. The value at athe ~~stock~~end ~~price~~ of the quarter was $04,515,266.~~0555.~~

~~F-16~~On ~~Table~~February 22, 2021, the Company engaged James Bradley as an advisor for managerial services and issued Mr. Bradley 2,337,228 shares of ~~Contents~~common stock. at a fair value of $129,716 at a stock price of $0.0555.

On February 22, 2021, the Company engaged James Bradley as an Advisor for managerial services and issued Mr. Bradley 2,337,228 shares of common stock. at a fair value of $129,716 at a stock price of $0.0555.

On February 22, 2021, the debt of $2,245,000 including interest of $51,884 owed to P2B Capital LLC was paid in full with 65,285,714 shares of common stock resulting in a loss on conversion of $2,218,382. The value at the end of the quarter was $4,515,266.

On April 1, 2021, the Company issued the last tranche of 300,000 shares of common stock owed to Chesapeake Group Inc. at fair value of $16,500 at a stock price of $0.055.

On September 15, 2021, the Company issued Topline Holdings Inc 875,000 shares of restricted common stock for the remaining 6 months of advisor and managerial services for 2021 at a fair value of $63,000 at a stock price of $0.072.

On March 15, 2022, the Company issued 2,000,000 shares of restricted common stock to Topline Holdings Inc in consideration for advisor and managerial services. The shares were priced at $0.052. at a fair value of $104,000.

On September 9, 2022, the Company issued Topline Holdings Inc 2,000,000 shares of restricted common stock in consideration for advisor and managerial services at a fair value of $66,000 at a stock price of $0.033.

On September 27, 2022, the Company issued Richard Bowersock Inc 166,000 shares of restricted common stock in consideration for consulting services at a fair value of $9,130 at a stock price of $0.055.

On October 1, 2021 the Company entered into a note to borrow $200,000 over a 6 month period with interest of $15,000 and issuance of 750,000 shares of common stock to an unrelated accredited investor. The common shares were at fair value at a stock price of $0.081 per share. The common shares were at fair value at a stock price of $0.081 per share and were issued as an inducement to provide the note. This has been treated as a discount and amortized over the life of the note.

On October 13, 2021 the Company engaged North Equities for three months of consulting services to assist with Social Media and Client Outreach. In consideration for these services the company issued 632,912 shares of common stock at a fair value of $50,000 at a stock price of $0.079.

On November 7, 2022, the Company issued Marcin Drwila 69,444 shares of restricted common stock in consideration for consulting services at a fair value of $2,958 at a stock price of $0.043.

5. CAPITAL STOCK

Preferred Stock

On May 1, 2020, the Company issued 1,000,000 shares of its Series A preferred stock to Magenta Value Holdings, LLC resulting in a change in management of the entity. The Series A preferred shares have the right to cast 90% of the total votes with respect to any and all matters presented to the stockholders of the Company for their action or consideration. The Series A preferred shares are not entitled to any dividends or liquidation preferences and are not convertible into shares of the Company’s common stock.

F-12

Table of Contents

Common Stock

On July 20, 2020, the Company changed its name from Holloman Energy Corporation to Hero Technologies Inc. and increased its authorized capitalization to 950,000,000 shares of common stock with a par value of $0.001.

During 2019, the Company issued 1,367,532 (2018 – 2,219,630) shares of common stock, at an average price of $0.010 (2018 - $0.014) per share in connection with the conversion of $12,000 (2018 - $24,000) in administrative service fees and issued 96,591 (2018- 478,815) shares of common stock, at an average price of $0.015 (2018 - $00.014) in connection with the conversion of management fees payable of $1,445 (2018- $6,545) to its controlling shareholder. No gain or loss recorded.

F-17 Table of Contents

Debt of $2,245,000 was assigned to P2B Capital on April 30, 2020 at time of sale of the Company to Magenta Holdings. Simultaneously, the accrued interest of $231,317 was forgiven, assets consisting of cash at $32,350 and $52,510 fair value of Oilex shares, less outstanding payables totaling $25,201 as agreed upon, was transferred at the time of settlement and sale of the shell. The remaining related party amount of $171,478 was charged to donated capital.

On June 25, 2020, the Company received $425,000 in working capital from an accredited investor, James Bradley, which were converted into 100,000,000 shares upon completion of the Company’s name change with FINRA.

On July 28, 2020, the Company entered into a Letter of Intent with Crystal Clear Automation, LLC (CCA). The letter of intent provides that the Company will have the unlimited use of all of CCA’s current and future technology related to the cannabis and hemp industries. In exchange for the use of this technology, the Company agreed to pay CCA an initial fee of $10,000, 20% of non-dilutable common shares of a to be formed subsidiary of the Company and 20% of the Company’s to be formed subsidiary’s quarterly profits. A formal agreement did not materialize with CCA though CCA continues to act an informal advisor for the Company.

On August 12, 2020, the Company agreed to exchanged 1,000,000 shares of its common stock for a 51% interest in Los Angeles CBD. Los Angeles CBD sells CBD products through a store front located in Los Angeles, CA. On October 20, 2020, the agreement between Los Angeles CBD and the Company was terminated without shares issued and no impact on the Company.

On October 10, 2020, the Company sold 3,757,437 shares of common stock to an individual accredited investor. The shares were sold at a price of $0.024 each. Proceeds from the private placement totaled $90,000. The entire $90,000 was paid in cash.

On November 3, 2020, the Company entered into an Agreement to acquire all of the assets of V Brokers LLC dba as Veteran Hemp Co. from Patriot Shield National, LLC. Veteran Hemp Co. is a seller, broker, and wholesaler of cannabidiol (“CBD”) products. The aggregate purchase price for the assets will be $250,000 paid with 5,000,000 shares of the Company’s common stock at $0.05 per share plus the assumption of certain liabilities. Under the terms of the Agreement, Patriot Shield National LLC will also assign certain intellectual property, assets, and the website www.veteranhepco.com, to the Company. The first 2,500,000 shares are paid upon closing. The final 2,500,000 shares of common stock will be paid pursuant to the earnout. Veteran Hemp Co. will earn common shares if the following events take place. (i) 1,400,000 will be earned once the Belize $70,000 wholesale contract is finalized, (ii) 300,000 commons shares will be earned once the setup of a working online payment system or debit/credit processing system for the veteranhempco.com website is final; and (iii) 800,000 common shares upon earning and for $40,000 in EBTIDA from the veteranhempco.com website. Contingent consideration of $145,297 to be issued in shares was recorded in stock payable in 2020 for this acquisition.

On November 4, 2020, the Company purchased a website and business currently selling CBD topicals and rubs under the name “Highly Relaxing”. Hero Technologies will retain the owner on a consulting basis to create and continue the manufacture of the topical rub for the Company and to continue operations. In exchange the seller will receive 100,000 common shares for these services and $2.00 per topical can of rub sold. This is currently recorded as a stock payable at fair value of $4,350 at a stock price of $0.0435 on the date of this agreement. The Company wholly owns Highly Relaxing LLC.

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On November 24, 2020, the Company sold 8,349,860 shares of common stock to an individual accredited investor. The shares were sold at a price of $0.024 each. Proceeds from the private placement totaled $200,000. The entire $200,000 was paid in cash.

On December 21, 2020, the Company retained The Chesapeake Group Inc. to create and execute an investor relations program. In consideration for these services The Chesapeake Group will receive $22,500 and 750,000 common shares issued in three installments finalizing on February 21, 2021. As at December 31, 2020, 250,000 shares were issued at fair value of $13,750 at a stock price of $0.055.

On December 31, 2020, the Company issued 100,000,000 shares of restricted stock to Dark Alpha Capital LLC pursuant to a share purchase agreement in which $1,000 was paid in cash. Dark Alpha Capital serves as the Company’s advisor on operations, finance, legal matters, and business development, including acquisitions. At December 31, 2020 the shares were valued at $5,300,000 with the difference between cash paid and value applied as stock based compensation.

On January 7, 2021, the Company sold 2,920,896 shares of common stock to an unrelated accredited investor. The shares were sold at a price of $0.024 per share. Proceeds from the private placement totaled $70,000. The entire $70,000 was paid in cash.

On January 18, 2021, the Company issued 2,800,000 shares of common stock to Patriot Shield National LLC in reference to the purchase of Veteran Hemp Co. that was recorded as a stock payable at December 31, 2020.

On January 19, 2021, the Company sold 1,252,479 shares of common stock to an unrelated accredited investor. The shares were sold at a price of $0.024 per share. Proceeds from the private placement totaled $30,000. The entire $30,000 was paid in cash.

On January 23, 2021, the Company issued the second tranche of 250,000 shares of common stock to Chesapeake Group Inc. at fair value of $13,750 at a stock price of $0.055.

On January 29, 2021, the Company sold 6,259,063 shares of common stock to an unrelated accredited investor. The shares were sold at a price of $0.024 per share. Proceeds from the private placement totaled $150,000. The entire $150,000 was paid in cash.

On February 12, 2021, the Company sold 834,986 shares of common stock to an unrelated accredited investor. The shares were sold at a price of $0.024 per share. Proceeds from the private placement totaled $20,000. The entire $20,000 was paid in cash.

On February 22, 2021, the Company engaged Konkler Enterprises for managerial services and issued Konkler Enterprises 208,635 shares of common stock. at a fair value of $11,579 at a stock price of $0.0555.

~~F-19~~On ~~Table~~February 22, 2021, the debt of ~~Contents~~$2,245,000 including interest of $42,833.33 owed to P2B Capital LLC was paid in full with 65,285,714 shares of common stock. The number of shares issued resulted in a loss on conversion of $2,218,382.

On April 1, 2021, the Company issued the last tranche of 300,000 shares of common stock owed to Chesapeake Group Inc. at fair value of $16,500 at a stock price of $0.055.

On September 15, 2021, the Company issued Topline Holdings Inc 875,000 shares of ~~restricted~~ common stock for the remaining 6 months of advisor and managerial services for 2021 at a fair value of $63,000 at a stock price of $0.072.

On October 1, 2021 the Company entered into a note to borrow $200,000 over a 6 month period with interest of $15,000 and issuance of 750,000 shares of common stock to an unrelated accredited investor. The common shares were at fair value at a stock price of $0.081 per share and were issued as an inducement to provide the note. This has been treated as a discount and amortized over the life of the note.

On October 11, 2021, the Company issued 300,000 shares of common stock owed to Chesapeake Group Inc. at fair value of $23,550 at a stock price of $0.079.

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On December 14, 2021, the Company entered into an Advisor Agreement with Henry Leo Staples Jr to provide managerial services. In consideration for these services Mr. Staples will receive 500,000 common shares on a quarterly basis in 2022. The first installment of four equal issuances of 125,000 will be on March 31, 2022.

6. NON-CONTROLLLING INTEREST

Non-controlling interest in loss of consolidated subsidiaries was $9326,~~328~~246 and $093,328 for December 31, ~~2021~~2022 and ~~2020~~2021 respectively. The loss from non-controlling interest resulted in the legal and early construction expenses related to Blackbox Technologies and Systems Inc.’s commencement of the Michigan growth facility. The Company has a 51% equity interest in Blackbox Technologies and Systems. LLC. Blackbox Technologies and Systems, LLC.

7. INCOME TAXES

On December 22, 2017, the Tax Cuts and Jobs Act (H.R.1) (Tax Legislation) was signed into law, which resulted in significant changes to U.S. federal income tax law. We expect that these changes will positively impact future after-tax earnings in the U.S., primarily due to the lower federal statutory tax rate of 21% compared to 35%. The impact of the Tax Legislation may differ from the statements above due to, among other things, changes in interpretations and assumptions we have made and actions we may take as a result of the Tax Legislation. Additionally, guidance issued by the relevant regulatory authorities regarding the Tax Legislation may materially impact our financial statements. As additional guidance to the Tax Legislation is published in the form of Treasury Regulations and other IRS communications, we will monitor, assess, and determine the impact of these communications on our consolidated financial statements and operations. In addition to the Tax Legislation, we are continuing to monitor proposed regulations regarding the 163(j) Limitation on Deduction for Business Interest Expense~~, which when finalized, could require us to re-characterize our deferred tax assets, resulting in changes in our income tax disclosures~~. The ~~company~~Company expects the impact to its results of operations to be immaterial.

~~F-20~~Due ~~Table~~to its history of ~~Contents~~losses, the Company is not subject to federal or state income taxes.

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The Company is subject to United States federal income taxes at an approximate rate of 21%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:

	Year EndedDecember 31,2021			Year EndedDecember 31,2020
	Year EndedDecember 31,2022			Year EndedDecember 31,2021
Federal tax rate		21	%		21	%
Carryforward	$	(30,~~105,~~943,037	)	$	(2930,~~465~~105,~~116~~943	)
Net loss		(3541,~~419,621~~583	)		(53,~~957~~419,~~927~~621	)
Loss on Conversion		~~2,218,382~~0			02,218,382
Stock-based compensation		~~373~~250,~~145~~588			5373,~~317,100~~145
Net operating losses current	$	(3031,~~934~~178,~~037~~792	)	$	(30,~~105,~~943,037	)

The significant components of deferred income tax assets and liabilities at December 31, ~~2021~~2022 and ~~2020~~2021 are as follows:

	Year EndedDecember 31,2021			Year EndedDecember 31,2020
	Year EndedDecember 31,2022			Year EndedDecember 31,2021
Deferred tax assets:
Deferred tax assets		(6,~~496~~552,~~148~~402	)		(6,~~322~~496,~~248~~148	)
Less: valuation allowance		6,~~496~~552,~~148~~402			6,~~322~~496,~~248~~148
Deferred tax income	$	-		$	-

Due to its history of losses, the Company is not subject to federal or state income taxes.

Recently Adopted Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 will simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Current guidance requires that companies compute the implied fair value of goodwill under Step 2 by performing procedures to determine the fair value at the impairment testing date of its assets and liabilities following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. ASU 2017-04 will require companies to perform annual or interim goodwill impairment tests by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and will be applied prospectively. Early adoption of this standard is permitted. The Company adopted ASU 2017-04 as of January 1, 2020. The Company does not believe the adoption of ASU 2017-04 had any material impact on its consolidated financial statements.

F-21 Table of Contents

8. PREPAIDS

Prepaids consisted primarily of ~~director and officer insurance and~~ OTC annual fees totaling $56,~~500~~563 and $475,~~000~~500 for December 31, ~~2021~~2022 and ~~2020~~December 31, 2021 respectively.

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9. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity.

~~On December 14, 2021, the Company entered into an Advisor Agreement with Henry Leo Staples Jr to provide managerial services~~10. ~~In consideration for these services Mr. Staples will receive 500~~PROPERTY,~~000~~ ~~common shares on a quarterly basis in 2022. The first installment of four equal issuances of 125~~PLANT,~~000~~ ~~will~~AND ~~be on March 31, 2022.~~ EQUIPMENT

On December 6, 2022, the Company announced that it has closed on the purchase of a 10-acre property in Vassar Township, Michigan, The company plans to use the property for its cannabis business in the state, including indoor and outdoor growing, processing, wholesaling, and selling directly to consumers through dispensary operations. ~~SUBSEQUENT~~The ~~EVENTS~~transaction closed on December 5, 2022, at a purchase price of $600,000

OnProperty ~~January~~and ~~19,~~equipment ~~2022,~~is stated at cost less accumulated depreciation and amortization. Depreciation is computed using the ~~Company~~straight- ~~engaged~~line ~~Juddah~~method ~~Holdings~~over ~~LLC~~the ~~for~~estimated ~~consulting~~useful ~~services~~lives of the assets, ranging from three to ~~assist~~seven ~~with~~years. ~~business~~The ~~development~~cost and ~~insurance~~related ~~management.~~accumulated Indepreciation ~~consideration~~and ~~for~~amortization ~~these~~of ~~services~~property and equipment sold or otherwise disposed of are removed from the ~~Company~~accounts ~~issued~~and ~~330,000~~any ~~shares~~gain or loss is reported as current period income or expense. The costs of ~~common~~repairs ~~stock~~and maintenance are expensed as incurred. The total value of property and equipment at December 31, 2022 is $604,330. and $6,313 at December 31, 2021

On February 22, 2022, the Company engaged RMJK Marketing Inc. for consulting services to assist with marketing efforts. In consideration for these services, the Company has agreed to pay a fee of $5000 per month.

	Asset Purchase Price		Accumulated Depreciation
Land		600,000		0
Furniture and Fixtures 5-7 Years	$	6,030	$	(2,412	)
Computer Equipment and Software 3-5 Years		2,331		(1,620	)

On March 10, 2022, the Company entered into an agreement with Vocodia Holdings Corporation (hereinafter: “Vocodia”), which grants the Company permission to use Vocodia’s artificial intelligence customer service system for the marketing and sale of the Company’s products11. SUBSEQUENT ~~In exchange for the service being provided by Vocodia, the Company agreed to pay a minimum fee of $795.00 per month.~~EVENTS

On ~~March~~January 113, ~~2022~~2023, the Company ~~engaged~~issued ~~Hybrid~~5,000,000 ~~Financial~~shares ~~Ltd.~~of ~~for~~restricted ~~marketing~~common ~~services~~stock to ~~assist~~Igala ~~with~~Commonwealth ~~marketing~~Limited ~~efforts.~~Trust InCompany in consideration for ~~these~~consulting services,. ~~the~~The ~~Company~~shares ~~issued~~were ~~10,000,000~~priced ~~shares~~at of$0.020. ~~common~~at ~~stock~~a fair value of $20,000.

~~F-22~~On ~~Table~~January 30, 2023, the Company sold 1,500,000 shares of ~~Contents~~common stock to an unrelated accredited investor. The shares were sold at a price of $0.010 per share. Proceeds from the private placement totaled $15,000. The entire $15,000 was paid in cash.

On February 2, 2023, the Company issued 500,000 shares of restricted common stock to Shereef Elkhafif in consideration for consulting services. The shares were priced at $0.023. at a fair value of $20,000.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

~~Furnish~~Evaluation ~~the information required by Item 307 and 308~~ of ~~Regulation~~Disclosure ~~S-K~~Controls ~~(§229.307~~ and ~~§229.308 of this chapter).~~Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of December 31, 2022. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are not effective as of December 31, 2022, to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting.

Our Chief Executive Officer, as the principal executive officer (chief executive officer) and principal financial officer (chief financial officer), is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) or 15d-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, our internal controls and procedures may not prevent or detect misstatements. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022. The framework used by management in making that assessment was the criteria set forth in the document entitled “ Internal Control – Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined that as of December 31, 2022, the Company’s internal control over financial reporting was not effective for the purposes for which it is intended based on the following material weaknesses:

–	Lack of internal audit function. During 2022, the Company, upon review of the independent auditors, made some adjustments to its financial statements, including, adjusting salary amounts and the related tax accruals, correcting warrant expense for a warrant issued to a related party, and adding the liability due to our attorney that should have been recorded. Management believes that the foregoing is due to the fact that the Company lacks qualified resources to perform the internal audit functions properly and that the scope and effectiveness of the internal audit function are yet to be developed. Specifically, the reporting mechanism between the accounting department and the Board of Directors and the CEO was not effective, therefore resulting in the delay of recording and reporting.

–	No Segregation of Duties Ineffective controls over financial reporting: As of December 31, 2022, we had no full-time employees with the requisite expertise in the key functional areas of finance and accounting. As a result, there is a lack of proper segregation of duties necessary to insure that all transactions are accounted for accurately and in a timely manner.

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–	Lack of a functioning audit committee: Due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, and no audit committee has been elected, the oversight in the establishment and monitoring of required internal controls and procedures is inadequate.

–	Written Policies & Procedures: Due to lack of written policies and procedures for accounting and financial reporting, the Company did not establish a formal process to close our books monthly and account for all transactions.

–	Lack of controls over related party transactions: As of December 31, 2022, the Company did not establish a formal written policy for the approval, identification and authorization of related party transactions.

We are developing a plan to ensure that all information will be recorded, processed, summarized and reported accurately, and as of the date of this report, we have hired a payroll service firm to manage all payroll functions including tax withholdings. We will take the following steps to address the above-referenced material weaknesses in our internal control over financial reporting:

1.	We will continue to educate our management personnel to increase its ability to comply with the disclosure requirements and financial reporting controls; and

2.	We will increase management oversight of accounting and reporting functions in the future; and

3.	As soon as we can raise sufficient capital or our operations generate sufficient cash flow, we will hire personnel to handle our accounting and reporting functions.

While the first two steps of our remediation process are ongoing, we do not expect to remediate the weaknesses in our internal controls over financial reporting until the time when we start to commercialize a recombinant fiber (and, therefore, may have sufficient cash flow for hiring personnel to handle our accounting and reporting functions).

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this report.

Changes in Internal Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the fourth quarter of the fiscal year ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

The registrant must disclose under this item any information required to be disclosed in a report on Form 8-K during the fourth quarter of the year covered by this Form 10-K, but not reported, whether or not otherwise required by this Form 10-K. If disclosure of such information is made under this item, it need not be repeated in a report on Form 8-K which would otherwise be required to be filed with respect to such information or in a subsequent report on Form 10-K.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

MANAGEMENT

The following table sets forth the names, ages and positions held with respect to each Director and Executive Officer of the Company.

Name		Age		Position		Director Since
Gina Serkasevich		5253		Chief Financial Officer, Chief Executive Officer, Sole Director		2020

Ms. Gina Serkasevich has been our since Chief Executive Officer, Chief Financial Officer, and Sole Director since November 2020. Between 2014 and 2020 Ms. Serkasevich was our Chief Financial and Accounting Officer. Previously, she was our Financial Controller and has more than 30 years of domestic and international corporate accounting and finance experience. Since July 2013, she has served as U.S. Controller for EFLO Energy, Inc. (OTCQB), a company focused on the acquisition, exploration and development of oil and gas assets in North America. Prior to 2012, Ms. Serkasevich worked in the Oil and Gas Tanker Transportation industry as a Regional Financial Manager for AET Inc. Limited (2011-2012), as a Financial Consultant for OSG Ship Management, Inc. (NYSE -OSG) (2009-2011) and as a Financial Controller/CFO for Stena Bulk LLC (1998-2008). During her 11-year tenure at Stena Bulk LLC she established the financial, accounting and reporting requirements for the new joint ventures and tanker pools with Sonanagol USA and held the Company Secretary position on both of those companies’ boards of directors. We believe Ms. Serkasevich is qualified to act as a director due to her long-standing relationship with us.

We have not adopted a code of ethics since we only have one officer and director.

There are currently no committees of the Board of Directors. Our board of directors believes it is appropriate for us not to have a standing nominating, audit, or compensation committee because we only have one director. Thus, the size of our board of directors does not require establishing separate committees. Our board of directors has performed, and will perform adequately, the functions of any specific committee.

The Board assesses on an ongoing basis the risks faced by the Company. These risks include financial, technological, competitive, and operational risks. In addition, since we do not have an audit committee, the Board is also responsible for the assessment and oversight of the Company's financial risk exposures.

We do not have any directors who are "independent" as such term is defined by the applicable listing standards of The NASDAQ Stock Market LLC.

Item 11. Executive Compensation.

Executive Compensation

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The following table sets forth information concerning all compensation awarded to, earned by or paid during fiscal years 2022, 2021, 2020 and 2019, to the Named Executive Officers:

Summary Compensation Table	~~Summary Compensation Table~~
Name and Position	Year	Salary		Bonus		Stock Awards (1)		Total ($)
Gina Serkasevich	~~2021~~2022	$	1524,000	$	~~4,000~~--	$	~~127~~168,~~750~~000	$	~~146~~192,~~750~~000
Chief Executive Officer, Chief Financial Officer,	~~2020~~2021	$	015,000	$	--4,000	$	0127,750	$	0146,750
Treasurer, and Secretary	~~2019~~2020	$	0		--	$	0	$	0
	2019	$	0		--	$	0	$	0

There was no compensation paid to our officers or directors in 2020 and 2019.

We do not have an employment agreement with Gina Serkasevich. However, on November 24, 2020, we entered into a consulting agreement, that commenced on January 1, 2021, with an entity controlled by Ms. Serkasevich, Topline Holdings Inc., whereby Ms. Serkasevich would essentially provide to us services which would be provided by a chief executive, financial, and accounting officer. This agreement was renewed in 2022. In return for these services, in 2022 we agreed to issue 14,~~750~~000,000 restricted shares of our common stock toand an1,750,000 ~~entity~~restricted ~~controlled~~shares byof ~~Ms.~~our ~~Serkasevich,~~common ~~Topline~~stock ~~Holdings,~~in ~~Inc~~2021. Ms. Serkasevich has agreed that she may not sell, in any given week, more than 1% of number of our shares that were traded in the prior week. From the grant date, the fair value of Ms. Serkasevich’s shares isin 2022 was $168,000 and $127,750 in 2021. Also, Ms. Serkasevich ~~receives~~received $1,250 per month ~~during~~in 2021 and accrued $2,000 per month for 2022. During the term of the agreement, this is subject to adjustment on a quarterly basis by the Company and Ms. Serkasevich. She received $4,000 in bonuses in 2021. Ms. Serkasevich’s agreement provides for reimbursement for all reasonable travel and other out-of-pocket expenses incurred in connection with her services. The consulting agreement expired on December 31, ~~2021~~2022. We expect to renew the consulting agreement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

PRINCIPAL SHAREHOLDERS

The following table sets forth, as of the date of this prospectus, the number of shares of common stock and preferred stock owned of record and beneficially by our executive officers and directors, persons who hold 5% or more of our outstanding common stock, and by all officers and directors as a group:

Name	Number of Common Shares Owned		Number of Preferred Shares Owned		Percent of Class (Common Shares)			Percent of Class (Preferred Shares)			Total Voting Power Based on Common and Preferred Shares
MAGENTA VALUE HOLDINGS LLC1				1,000,000					100.00	%		90	%
HOLLOMAN VALUE HOLDINGS LLC2		81,892,111				18.4913	%					1.8581	%
DARK ALPHA CAPITAL LLC1		40,000,000				98.0386	%					0.9089	%
P2B CAPITAL LLC1		21,761,905				4.9182	%					0.4948	%
BLAIR VALUE HOLDINGS LLC1		30,000,000				6.7764	%					0.6866	%
ROSE VALUE HOLDINGS LLC1		30,000,000				6.7764	%					0.6866	%
DMB LLC3		4344,~~523~~273,809				9.8380	%					0.98	%
JAMES BRADLEY4		~~145~~102,~~861~~337,~~037~~228				3222.9366	%					32.2927	%
DESTINY AIGBE5		121,761,905		1,000,000		27.49	%		100.00	%		92.75	%
GINA SERKASEVICH6		~~925~~5,800,000				01.2128	%					0.0213	%
All directors and officers as a group (one person)		~~925~~5,800,000				01.2128	%					0.0213	%

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(1) Magenta Value Holdings LLC, Dark Alpha Capital LLC, Blair Value Holding LLC, Rose Value Holdings LLC, and P2B Capital LLC and are owned and controlled by Destiny Aigbe. The address for each of these entities is 8 The Green Suite 4000, Dover, DE, 19901. Magenta Value Holdings LLC owns and controls one hundred percent of the Company's Series A preferred shares which have 90% of the voting powers of the Company.

(2) Holloman Value Holdings LLC is owned and controlled by Collin Holloman. The address for Holloman Value Holdings LLC is 333 N. Sam Houston Parkway E. Houston, TX, 77060.

(3) DMB LLC is owned and controlled by James Bradley. The address for DMB LLC is 2928 Dupont Road, Fort Wayne, IN, 46825.

(4) In addition to the 43,523,809 shares that are owned by James Bradley by way of DMB LLC, Mr. Bradley directly owns 102,337,228 in the Company. Combined, James Bradley owns a total of 145,861,037 in the Company.

(5) Combined, Destiny Aigbe owns 122,761,905 shares in the Company. This total is based on Mr. Aigbe’s ownership interest in Magenta Value Holdings LLC, Dark Alpha Capital LLC, P2B Capital LLC, Blair Value Holdings LLC, and Rose Value Holdings LLC.

(6) Shares are held of record by Topline Holdings LLC, a company owned and controlled by Gina Serkasevich, our CEO and sole Director. The address for Ms. Serkasevich and Topline Holdings LLC is 310 Commons Trail Ln, Huffman, TX, 77336.

Interest to related parties is $715,~~500~~000 at December 31, ~~2021~~2022 compared to $427,~~833~~500 at December 31, ~~2020~~202. Shares issued to related parties at December 31, 2022 is 4,235,444 and 4,928,775 at December 31, 2021.

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On April 1, 2021, the Company issued the last tranche of 300,000 shares of common stock owed to Chesapeake Group Inc. at fair value of $16,500 at a stock price of $0.055.

On October 1, 2021 the Company entered into a note to borrow $200,000 over a 6 month period with interest of $15,000 and issuance of 750,000 shares of common stock to an unrelated accredited investor. The common shares were at fair value at a stock price of $0.0811 per share. The common shares were at fair value at a stock price of $0.0811 per share and were issued as an inducement to provide the note. This has been treated as a discount and amortized over the life of the note.

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On February 22, 2021, the debt of $2,245,000 including interest of $42,833.33 owed to P2B Capital LLC was paid in full with 65,285,714 shares of common stock resulting in a loss on conversion of $2,218,382. The value at the end of the quarter was $4,515,266.

Item 14. Principal Accounting Fees and Services.

M&K CPAS, PLLC has been our independent certified public accounting firm since 2020.

Audit Fees

Aggregate audit fees billed by M&K CPAS, PLLC for the years ended December 31, ~~2021~~2022 and December 31, ~~2020~~2021, were $23,000 and $2023,~~810~~000, respectively.

Audit-Related Fees

There were no audit-related fees billed by M&K CPAS, PLLC for the years ended December 31, ~~2021~~2022 and December 31, ~~2020~~2021.

Tax Fees

There were no tax fees billed by M&K CPAS, PLLC for the years ended December 31, ~~2021~~2022 and December 31, ~~2020~~2021.

Pre-Approval Policy

Provision of the above services is approved by our sole director, Gina Serkasevich.

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)	The following documents are filed as part of this Report:

(1)

Financial Statements. The following financial statements and the report of our independent registered public accounting firm, are filed as “Item 8. Financial Statements and Supplementary Data” of this report:

		Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets at December 31, 2021 and December 31, 2020		F-4
Consolidated Balance Sheets at December 31, 2022 and December 31, 2021		F-3
Consolidated Statements of Operations for the Years Ended December 31, 2021 and December 31, 2020		F-5
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2022 and December 31, 2021		F-4
Consolidated Statements of Shareholders’ Deficit for the Years Ended December 31, 2021 and December 31, 2020		F-6
Consolidated Statements of Shareholders’ Deficit for the Years Ended December 31, 2022 and December 31, 2021		F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and December 31, 2020		F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and December 31, 2021		F-6
Notes to Consolidated Financial Statements		F-87

	(2)	Financial Statement Schedules.

		Financial Statement Schedules are omitted because the information required is not applicable or the required information is shown in the financial statements or notes thereto.

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(b) Exhibits.

The following exhibits are filed with or incorporated by referenced in this report:

Item No.		Description
3.1		Articles of Incorporation, as amended *
3.2		Bylaws *
10.2		Advisory and Consulting Agreement with Gina Serkasevich *
21.1		Subsidiaries *
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

__________________

* Incorporated by reference to the same exhibit filed with the Company's Registration Statement on Form S-1 (File # 333-261062).

Item 16. Form 10-K Summary

None.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on the ~~4th~~31st day of ~~April~~March, ~~2022~~2023.

	HERO TECHNOLOGIES, INC.
DATED: April 4, 2022	By:	/s/ GINA SERKASEVICH
DATED: March 31, 2023	By:	/s/ GINA SERKASEVICH
		Gina Serkasevich, Principal Executive,
		Financial and Accounting Officer

Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to

Section 12 of the Act

The Company has not sent an annual report or proxy statement to its shareholders. The Company does not intend to send an annual report or proxy statement to its shareholders subsequent to the filing of this 10-K report.

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