UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~ FORM 10-K

(Mark One)

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

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

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

For the transition period from ~~______~~___________ to ~~______~~___________

Commission ~~File~~file ~~Number~~number: 000-56213

~~ADORBS~~ Soul ~~INC.~~Biotechnology Corp

SOUL BIOTECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		82-3155323
(State or other jurisdiction of incorporation or organization)		(~~I.R.S.~~IRS Employer Identification No.)

~~234~~36 EFourth Ave. ~~Beech Street~~N, ~~Long Beach~~Saskatchewan, NYCanada ~~11561~~S3N 2V7

(Address of principal executive offices~~, Zip Code~~)

(516) 544-2812

(~~Registrant’s~~ Registrants telephone number, including area code)

Adorbs, Inc.

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

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

Title of Each Class Name of Each Exchange On Which Registered N/A N/A

Securities registered pursuant to Section 12(g) of the Act:

Common Stock

Title of Each Class		Name of Each Exchange On Which Registered
Common Stock, $0.001 par value per share		N/A

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

Indicate by check mark if the registrant is ~~a well-known~~not ~~seasoned~~required ~~issuer,~~to asfile ~~defined~~reports inpursuant ~~Rule~~to ~~405~~Section 13 or 15(d) of the ~~Securities~~Exchange Act. ~~Yes~~ ☐ Yes ☒ No ☒☐

Indicate by check mark ifwhether the ~~Company~~registrant is(1) ~~not required~~has tofiled ~~file~~all reports ~~pursuant~~required to be filed by Section 13 or ~~Section~~ 15(d) of the Exchange Act during the past 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 ~~(1)~~ ~~filed~~has ~~all~~submitted ~~reports~~electronically every Interactive Data File required to be ~~filed~~submitted bypursuant ~~Section~~to 13Rule 405 ~~or 15(d)~~ of ~~the~~Regulation ~~Exchange~~S-T ~~Act~~(§232.405 of ~~1934~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit such ~~reports~~files)~~, 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~~is ~~electronically~~a ~~and~~large ~~posted~~accelerated onfiler, ~~its~~an ~~corporate~~accelerated ~~Web site~~filer, ifa ~~any,~~non-accelerated ~~every~~filer ~~Interactive~~a ~~Data~~smaller ~~File required to be submitted and posted~~reporting ~~pursuant~~company toor ~~Rule~~an ~~405~~emerging ofgrowth ~~Regulation S-T (§232~~company.~~405~~ ofSee ~~this~~the ~~chapter)~~definitions ~~during~~of the ~~preceding~~“large 12accelerated ~~months~~filer,” ~~(or~~“accelerated ~~for~~filer,” “non-accelerated ~~such~~filer,” ~~shorter~~“smaller ~~period~~reporting ~~that the~~company” ~~registrant~~and ~~was~~“emerging ~~required~~growth tocompany” ~~submit~~in ~~and~~Rule ~~post~~12b-2 of ~~such~~the ~~files).~~Exchange ~~Yes ☒ No ☐~~Act.

~~Indicate~~Large byAccelerated ~~check~~Filer ~~mark~~☐ ifAccelerated ~~disclosure~~Filer of☐ ~~delinquent filers pursuant to Item 405 of Regulation S~~Non-KAccelerated (§Filer ~~229.405~~☒ ofSmaller ~~this~~Reporting ~~chapter)~~Company is☒ ~~not~~Emerging ~~contained~~Growth ~~herein,~~Company and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

~~Indicate by check mark whether the registrant~~If isan aemerging ~~large~~growth ~~accelerated filer~~company, anindicate ~~accelerated~~by ~~filer,~~check amark ~~non-accelerated~~if ~~filer,~~the aregistrant ~~smaller~~has ~~reporting~~elected ~~company,~~not orto anuse ~~emerging growth company. See~~ the ~~definitions~~extended oftransition ~~“large~~period ~~accelerated~~for ~~filer,”~~complying with ~~“accelerated~~any ~~filer”,~~new ~~“smaller~~or ~~reporting~~revised ~~company”, and~~financial ~~“emerging~~accounting ~~growth~~standards ~~company”~~provided inpursuant ~~Rule~~to ~~12b-2~~Section 13(a) of the Exchange Act. ☐

~~Large~~Indicate by ~~accelerated~~check ~~filer~~mark ☐whether ~~Accelerated~~the ~~filer~~registrant ☐has ~~Non-accelerated~~filed ~~filer~~a ☐report ~~Smaller~~on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting ~~company~~under ☒Section ~~Emerging~~404(b) ~~growth~~of ~~company~~the ☒Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities anare ~~emerging~~registered ~~growth~~pursuant ~~company,~~to ~~indicate by~~Section ~~check~~12(b) ~~mark~~of if the ~~registrant~~Act, ~~has~~indicate ~~elected~~by ~~not~~check tomark ~~use~~whether the ~~extended~~financial ~~transition~~statements ~~period~~of ~~for~~the ~~complying~~registrant included ~~with~~in ~~any~~the ~~new~~fi orling ~~revised~~reflect ~~financial accounting~~the ~~standards~~correction ~~provided~~of ~~pursuant~~an error to ~~Section~~previously ~~13(a)~~issued offinancial ~~the~~statements. ~~Exchange Act~~ ☐

Indicate by check mark whether ~~the~~any ~~registrant is~~of athose ~~shell~~error ~~company~~corrections ~~(as~~are ~~defined~~restatements inthat ~~Rule~~required ~~12b~~a recovery analysis of incentive-2based compensation received by any of the ~~Exchange~~registrant’s ~~Act~~executive officers during the relevant recovery period pursuant to §240.10D-1(b). ~~Yes ☒ No~~ ☐

~~Aggregate market value of the voting and non-voting~~Indicate ~~common equity held~~ by ~~non-affiliates~~check ~~computed~~mark bywhether ~~reference to~~ the ~~price~~registrant atis ~~which~~a ~~the~~shell ~~common~~company ~~equity~~(as ~~was~~defined ~~last~~in ~~sold,~~Rule or12b-2 ~~the average bid and asked price~~ of ~~such common equity, as of June 30, 2021. The section is not applicable because there is no quoted trading price on~~ the ~~company’s~~Exchange ~~securities~~Act). Yes ☐ No ☒

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 last sold, or the average bid and asked price of such common equity, as of June 30, 2021. The section is not applicable because there is no quoted trading price on the company’s securities.0

~~The~~As of ~~number~~March of10, 2023 there were 644,889,500 shares of the registrant’s ~~common~~ ~~stock~~Common ~~outstanding~~Stock asissued ofand ~~February 7, 2022 was 23,889,500~~outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Not Applicable.

TABLE OF CONTENTS

Contents
FORWARD-LOOKING STATEMENTS		ii
Item 1. Business	1
PART I.		1
Item 1A. Risk Factors	3
Item 1.	Business	1
Item 1B. Unresolved Staff Comments	3
Item 1aA.	Risk Factors	9
Item 2. Properties	3
Item 1B.	Unresolved Staff Comments	9
Item 3. Legal Proceedings	4
Item 2.	Properties	9
Item 4. Mine Safety Disclosures	4
Item 3.	Legal Proceedings	9
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5
Item 4.	Mine Safety Disclosures	9
Item 6. Selected Financial Data	5
PART II		10
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	6
Item 6.	[Reserved]	10
Item 8. Financial Statements and Supplementary Data	6
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	7
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 9A. Controls and Procedures	7
Item 8.	Financial Statements and Supplementary Data	14
Item 9B. Other Information	8
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	14
Item 10. Directors, Executive Officers and Corporate Governance	9
Item 9A.	Controls and Procedures	15
Item 11. Executive Compensation	11
Item 9B.	Other Information	16
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	11
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	16
Item 13. Certain Relationships and Related Transactions, and Director Independence	12
PART III		17
Item 14. Principal Accounting Fees and Services	12
Item 10.	Directors, Executive Officers and Corporate Governance	17
Item 15. Exhibits, Financial Statement Schedules	F-1
Item 11.	Executive Compensation	18
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	19
Item 13.	Certain Relationships and Related Transactions, and Director Independence	20
Item 14.	Principal Accountant Fees and Services	20
PART IV		F-1
Item 15.	Exhibits and Financial Statement Schedules	F-1
Item 16.	Form 10-K Summary	21
	SIGNATURES	22

~~Item 1. Business~~FORWARD-LOOKING STATEMENTS

~~FORWARD~~Except for ~~LOOKING~~historical ~~STATEMENTS~~information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements include, among others, those statements including the words “believes,” “anticipates,” “expects,” “intends,” “estimates,” “plans” and words of similar import. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

~~This~~Forward-looking statements ~~amended~~are ~~annual~~based ~~report~~ on ~~Form~~our ~~10-K/A~~current ~~(the “Annual~~expectations ~~Report”)~~and ~~contains~~assumptions ~~certain~~regarding ~~forward-looking~~our ~~statements.~~business, ~~All~~potential ~~statements~~target ~~other~~businesses, ~~than~~the ~~statements~~economy ofand other ~~historical~~future ~~fact~~conditions. ~~are “~~Because forward-looking statements” ~~for~~relate ~~purposes~~to ofthe ~~these provisions~~future, ~~including~~by ~~any~~their ~~projections of earnings~~nature, ~~revenues,~~they orare ~~other~~subject ~~financial items;~~to ~~any~~inherent ~~statements of the plans~~uncertainties, risks ~~strategies,~~ and ~~objectives~~changes ofin ~~management~~circumstances ~~for~~that ~~future~~are ~~operation;~~difficult ~~any~~to ~~statements~~predict. ~~concerning~~Our ~~proposed new~~actual ~~products,~~results ~~services,~~may ordiffer ~~developments;~~materially ~~any~~from ~~statements~~those ~~regarding~~contemplated ~~future~~by the ~~economic~~forward-looking ~~conditions~~statements. orWe ~~performance;~~caution ~~statements~~you oftherefore ~~belief;~~that ~~and any~~you ~~statement~~should ofnot ~~assumptions~~rely ~~underlying~~on any of ~~the~~these ~~foregoing. Such~~ forward-looking statements ~~are~~as ~~subject to inherent risks and uncertainties,~~statements ~~and~~of ~~actual~~historical ~~results~~fact ~~could~~or ~~differ~~as ~~materially~~guarantees ~~from~~or ~~those~~assurances ~~anticipated~~of byfuture ~~the forward-looking statements~~performance.

~~These forward-looking statements involve significant~~Given ~~risks~~these ~~and~~ uncertainties, ~~including,~~readers ~~but~~of ~~not~~this ~~limited~~Annual ~~to,~~Report ~~the~~on ~~following:~~Form ~~competition,~~10-K ~~promotional~~(“Annual ~~costs~~Report”) and ~~the~~investors ~~risk~~are ofcautioned ~~declining~~not ~~revenues.~~to place ~~Our~~undue ~~actual~~reliance ~~results~~on ~~could differ materially from those anticipated in~~ such forward-looking statements. asWe adisclaim ~~result~~any ofobligation ato ~~number~~update ofany such factors~~. These~~ ~~forward-looking~~or ~~statements~~to ~~are~~publicly ~~made~~announce ~~as of~~ the result ~~date~~ of ~~this~~any ~~filing,~~revisions ~~and we assume no obligation~~ to ~~update~~any ~~such~~of the forward-looking statements~~. The~~ ~~following~~contained ~~discusses~~herein ~~our~~to ~~financial~~reflect ~~condition~~future ~~and~~events ~~results~~or ofdevelopments. ~~operations~~All ~~based upon our audited financial statements which have been~~references ~~prepared~~ in ~~conformity~~this ~~with~~Annual ~~accounting~~Report ~~principles~~to ~~generally accepted in~~ the ~~United~~“Company,” ~~States.~~“Soul,” It“we,” ~~should~~“us,” beor ~~read in conjunction with~~ “our,” ~~financial~~are ~~statements~~to ~~and~~Soul ~~the~~Biotechnology ~~notes thereto included elsewhere herein~~Corporation.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.ii

~~Our financial statements are stated in United~~PART ~~States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.~~I

~~In this annual report, unless otherwise specified,~~ITEM ~~all dollar amounts are expressed in United States Dollars (US$) and all references to “common shares” refer to the common shares in our capital stock~~1. BUSINESS

~~As used in this annual report, the terms “we,”~~Corporate ~~“us,” “our,” the “Company,” “Adorbs” and “our company” mean Adorbs Inc. and its consolidated subsidiaries, unless otherwise indicated.~~History

1Soul Biotechnology Corporation (“Soul”, or the “Company”) was incorporated under the laws of the State of Nevada on October 18, 2017 as Adorbs Inc. The Company changed its name to Soul Biotechnology Corporation on January 3, 2023.

~~ITEM~~Former management 1was comprised of two people, Rebecca Jill Lazar, Chief Executive Officer; and Michael Lazar, Chief Financial Officer. ~~DESCRIPTION~~Due to OFthe ~~BUSINESS~~development stage of the Company, Ms. Lazar spent part of her time toward the everyday operations and forward movement of the corporation. Ms. Lazar’s responsibilities included acting as the Company’s creative designer as well as determining the overall design direction of the company and its marketing strategy. Ms. Lazar cultivated relationships with children’s clothing stores and manufacturers and spent the time necessary to oversee the product development, manufacturing, sales, and marketing campaigns, website design, and direct the primary operations of the business.

~~Adorbs~~On January ~~Inc.~~19, ~~(“Adorbs”~~2018, or the “Company~~”) was~~ ~~incorporated~~filed ~~under~~a ~~the~~Form ~~laws~~S-1 for registration of securities under the ~~State~~Securities Act of ~~Nevada~~1933. The S-1 was declared effective on ~~October~~March 1814, ~~2017.~~2018, ~~Adorbs~~and isat that time the Company became a ~~developmental~~fully ~~stage~~reporting ~~corporation~~public ~~formed~~company. toThe ~~provide~~Company filed its first Form 10-Q ~~organic~~on ~~children’s~~May ~~clothing~~10, ~~designed~~2018, tofor bethe ~~cute~~period ended March 31, ~~comfortable~~2018, and ~~trendy.~~subsequently ~~The~~filed ~~vision~~all ofrequired ~~Adorbs~~reports isuntil ~~bright,~~through ~~basic~~the &period ~~comfortable~~ended March ~~organic~~31, ~~clothes~~2019. On July 1, if2019, the ~~price~~Company offiled ~~organic~~a ~~material~~Form ~~makes~~15 ~~financial~~to ~~sense,~~terminate ~~including~~its ~~wearable~~registration. ~~and~~Despite ~~comfortable~~her ~~cute~~best ~~clothes~~efforts, ~~leggings,~~Ms. ~~t-shirt,~~Lazar determined ~~sweatshirts,~~during ~~skirts~~the three months ended June 30, ~~dresses~~2020, ~~and~~that ~~onesies (~~the ~~“Clothing~~Company’s ~~Line”).~~business ~~The~~plan ~~clothing~~was ~~has~~no ~~and~~longer ~~will~~viable. ~~have~~Subsequently, ~~basic~~during ~~bold~~July ~~colors~~2020, Ms. ~~such~~Lazar ~~as black,~~and ~~red,~~her ~~orange,~~husband ~~yellow,~~Michael ~~green,~~Lazar ~~grey,~~resigned ~~blue,~~their ~~purple,~~positions ~~and~~executive ~~fuchsia.~~positions Itwith ~~includes~~the Company and ~~will~~gifted ~~include,~~their amajority ~~variety~~shareholdings for ofno ~~ideas~~consideration ~~with~~to ~~patch~~Activist ~~work, appliqué,~~Investing ~~food~~LLC, ~~emojis,~~an ~~animals,~~entity ~~letters~~controlled by Michael Lazar’s brother, ~~words~~David Lazar. ~~This~~These ~~way,~~shares awere gifted ~~child~~in ~~could~~return ~~tell~~for aDavid ~~story~~Lazar’s ~~about~~commitment ~~their~~to ~~clothing~~provide funding to the Company going forward and for his expertise in managing and directing distressed companies.

~~Former~~Activist Investing ~~management~~LLC ~~was~~received ~~comprised~~11,000,000 ofshares ~~two~~from ~~people, Rebecca~~Ms. ~~Jill~~ Lazar, ~~President;~~ and ~~Michael Lazar~~10,000,000 ~~Chief~~shares ~~Financial~~from ~~Officer.~~Michael ~~Due~~Lazar tofor ~~the~~a ~~development~~total ~~stage~~ of ~~the Company~~21,000,000 Msshares. ~~Lazar spent~~Based ~~part~~upon of23,889,500 ~~her~~shares ~~time~~outstanding, ~~toward~~this ~~the~~effectively ~~everyday~~gave ~~operations~~David ~~and~~Lazar ~~forward~~87.9% ~~movement~~ownership of the ~~corporation~~Company. ~~Ms.~~Concurrently ~~Lazar’s~~with ~~responsibilities~~the ~~included~~change ~~acting~~of ascontrol, ~~the~~David ~~Company’s~~Lazar ~~creative~~was ~~designer~~appointed as ~~well~~CEO asand ~~determining~~Director ~~the~~and ~~overall~~is ~~design~~currently ~~direction of~~ the ~~company~~only ~~and~~employee, ~~its~~officer, ~~marketing strategy. Ms. Lazar cultivated relationships with children’s clothing stores~~ and ~~manufacturers~~director ~~and~~of ~~spent~~ the ~~time~~Company. ~~necessary~~As ~~to oversee the~~a ~~product~~result ~~development,~~of ~~manufacturing,~~these ~~sales~~transactions, ~~and marketing campaigns, website design, and direct~~ the ~~primary~~Company ~~operations~~become ofa ~~the~~“blank ~~business~~check” company.

On June ~~January 19~~22, ~~2018~~2020, the Company ~~filed~~dismissed aMichael ~~Form S-1~~Gillespie ~~for~~& ~~registration~~Associates, ofPLLC ~~securities~~“Gillespie”) ~~under~~as ~~the~~its ~~Securities~~independent ~~Act~~registered public ofaccounting ~~1933.~~firm ~~The~~who ~~S-1~~had ~~was~~performed ~~declared~~the ~~effective~~audit onof ~~March~~the ~~14,~~Company’s 2018, ~~and~~financial atstatements ~~that~~for ~~time~~ the ~~Company~~year ~~became~~ended aDecember ~~fully~~31, ~~reporting~~2018. Gillespie’s ~~public~~report ~~company.~~on ~~The~~the Company’s ~~filed~~financial ~~its~~statements ~~first~~for ~~Form~~the ~~10-Q~~year onended ~~May~~December 1031, 2018, ~~for~~did ~~the~~not ~~period~~contain ~~ended~~any ~~March~~adverse ~~31,~~opinions ~~2018,~~or ~~and~~disclaimers ~~subsequently~~of ~~filed~~opinion ~~all~~and ~~required~~were ~~reports~~not ~~until~~qualified ~~through~~or ~~the~~modified ~~period~~as ~~ended~~to ~~March 31~~uncertainty, ~~2019.~~audit Onscope, ~~July~~or 1,accounting ~~2019~~principles, ~~the~~except that ~~Company~~such ~~filed a~~reports ~~Form~~included 15explanatory paragraphs with respect to ~~terminate~~the ~~its~~Company’s ~~registration.~~ability ~~Despite~~to ~~her~~continue ~~best~~as ~~efforts,~~a Msgoing concern. ~~Lazar~~During the ~~determined~~year ~~during~~ended ~~the~~December ~~three~~31, ~~months~~2018, ~~ended~~and through June 3021, 2020, ~~that the~~there ~~Company’s~~were ~~business~~no ~~plan~~(a) ~~was~~disagreements no(as ~~longer~~defined ~~viable.~~in ~~Subsequently,~~Item ~~during~~304(a)(1)(iv) ~~July~~of ~~2020,~~Regulation S-K) ~~Ms.~~with ~~Lazar~~Gillespie ~~and~~on ~~her~~any ~~husband~~matter ~~Michael~~of ~~Lazar~~accounting ~~resigned their~~principles ~~positions~~or ~~executive~~practices, ~~positions~~financial ~~with~~statement ~~the~~disclosure ~~Company~~or ~~and~~auditing ~~gifted~~scope ~~their~~or ~~majority~~procedure, which ~~shareholdings~~disagreements, ~~for~~if nonot ~~consideration~~resolved to ~~Activist Investing LLC~~satisfaction, anwould ~~entity~~have ~~controlled~~caused byGillespie ~~Michael~~to ~~Lazar’s~~make ~~brother,~~reference ~~David~~to ~~Lazar.~~the ~~These~~subject ~~shares~~matter ~~were~~thereof ~~gifted~~ in connection ~~return~~with ~~for~~its ~~David~~reports ~~Lazar’s~~for ~~commitment to~~the ~~provide~~period ~~funding~~ended to2018 ~~the~~or ~~Company~~(b) ~~going~~reportable ~~forward~~events, ~~and~~as ~~for~~described ~~his~~under ~~expertise~~Item in304(a)(1)(v) ~~managing~~of ~~and~~Regulation ~~directing distressed companies~~S-K.

~~Activist Investing LLC received 11,000,000 shares~~On ~~from~~June ~~Ms.~~22 ~~Lazar~~2020, ~~and~~the ~~10,000,000~~Company ~~shares~~appointed ~~from~~AJSH ~~Michael~~& ~~Lazar~~Co. ~~for~~LLP, a ~~total~~PCOAB ofregistered ~~21,000,000~~firm ~~shares.~~as ~~Based~~its ~~upon~~independent ~~23,889,500~~registered ~~shares~~accounting ~~outstanding,~~firm ~~this effectively~~who ~~gave David Lazar 87.9% ownership of~~ performed the Company.’s ~~Concurrently~~audit ~~with~~for the ~~change~~period ofended ~~control~~December 31, ~~David~~2019 ~~Lazar~~and ~~was~~has ~~appointed~~reviewed asits ~~CEO and~~financial ~~Director~~statements ~~and~~for ~~is currently~~ the ~~only~~three ~~employee, officer,~~ and ~~director~~nine-month period ofended ~~the~~September ~~Company. As a result of these transactions~~30, ~~the Company become a “blank check” company~~2021.

On December ~~June 22~~29, 2020, the Company ~~dismissed Michael Gillespie & Associates, PLLC “Gillespie”) as its independent registered public accounting firm who had performed the audit of the Company~~’s ~~2018~~Registration ~~financial~~Statement ~~statements for the year ended December 31, 2018. Gillespie’s report~~ on ~~the~~Form Company’s financial statements for the year ended December 31, 2018, did not contain any adverse opinions or disclaimers of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that such reports included explanatory paragraphs with respect to the Company’s ability to continue as a going concern. During the year ended December 31, 2018, and through June 21, 2020, there were no (a) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S10-K)12G ~~with~~was ~~Gillespie~~declared on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to satisfaction, would have caused Gillespie to make reference to the subject matter thereof in connection with its reports for the period ended 2018 or (b) reportable events, as described under Item 304(a)(1)(v) of Regulation S-Keffective.

On June 22, 2020 the Company appointed AJSH & Co. LLP, a PCOAB registered firm as its independent registered accounting firm who performed the Company’s audit for the period ended December 31, 2019 and has reviewed its financial statements for the three and nine-month period ended September 30, 2020.1

On ~~December~~February 2910, ~~2020~~2022, Soul Inc. (“ADOB,” or the “Company’s”) ~~Registration~~entered into a share exchange agreement (the “Share Exchange Agreement”) with MySpray Therapeutics ~~Statement~~Inc. on(“MySpray”), ~~Form~~an ~~10-12G~~Saskatchewan, Canadian corporation, Nichol Martinuik (“Martinuik”) and Rachel Martinuik (“R. Martinuik”), the sole officers, directors, and shareholders of MySpray, Qatar Consulting Inc. & Company (“Qatar”), Broadway Creative Consultants Corp. (“Broadway”), and David Lazar (“Lazar”), as the sole officer and director of ADOB and the managing member of Activist Investing LLC. Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of MySpray was ~~declared~~exchanged ~~effective~~for (i) 51,110,500 shares of common stock of the Company at the Closing, and (ii) an additional 593,779,000 shares of common stock of ADOB, issued upon the increase in authorized shares of common stock of ADOB to 700,000,000, each of which is to be issued to Martinuik, R. Martinuik, Qatar, Broadway, and Activist, pro-rata, in accordance with the Share Exchange Agreement. The former stockholders of MySpray acquired a majority of the issued and outstanding common stock as a result of the share exchange transaction. The transaction has been accounted for as a recapitalization of the Company, whereby MySpray is the accounting acquirer.

2On April 26, 2022, Adorbs Inc. (the “Company”) terminated its engagement with AJSH & Co LLP (“AJSH”), the Registrant’s prior independent registered public accounting firm, and thereafter provided AJSH with its disclosures in the Current Report on Form 8-K disclosing the termination of the engagement of AJSH and requested in writing that AJSH furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. AJSH’s response is filed as an exhibit to this Current Report on Form 8-K.

~~Competitive~~The auditor ~~Business~~reports ~~Conditions~~by AJSH contained in the financial statements of the Company for the years ended December 31, 2021 and ~~Strategy;~~2020, filed as ~~Our~~part ~~Position~~of the annual reports on Form 10-K for the years ended December 31, 2021 and 2020, did not contain an adverse opinion or disclaimer of opinion or were qualified or modified as to uncertainty, audit scope or accounting principles, other than to state that there is substantial doubt as to the Company’s ability to continue as a going concern. There had been no disagreements with AJSH on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure during the fiscal years ended December 31, 2021 and 2020, nor in the ~~Industry~~subsequent periods through April 26, 2022.

On April 26, 2022, the Board of Directors of the Company engaged BF Borgers CPA PC (“Borgers”) as its independent accountant to provide auditing services for going forward for the Company. The Company has ~~been~~terminated athe ~~dormant~~engagement ~~shell company~~of ~~since~~AJSH. ~~approximately~~The ~~July~~decision ~~2019~~to ~~and~~hire Borgers ~~under~~was ~~new~~approved ~~management~~by isthe ~~currently~~Company’s ~~seeking~~Board ~~investment~~of ~~opportunities~~Directors.

~~Patents, Trademarks, Licenses, Agreements,~~Business orOverview ~~Contracts~~

~~The~~Soul Biotechnology Corporation (“ADOB” or the “Company”) ~~does~~is ~~not~~a ~~own~~US orholding ~~license~~company ~~any~~incorporated ~~registered~~in Nevada in October ~~intellectual~~2017, ~~property~~which operates through the Company’s wholly owned subsidiary MySpray Therapeutics Inc. (“MySpray”), a Saskatchewan, Canada corporation incorporated on October 2, 2012.

~~Research~~MySpray creates innovative and ~~Development~~clinically developed products for the global natural health community in the areas of immune function, mental health, and pain management.

~~The~~MySpray Therapeutics® ~~Company~~Inc. ~~engages~~is incurrently nothe ~~research~~license holder of 9 Natural Product Numbers (NPN) through the Natural and ~~development~~Non-prescription Health ~~activities~~Products Directorate division of Health Canada.

~~Employees~~We are preparing to expand formulas to support clinical trials along with the licensing for research and development in the fields of mental health and the impact of treatment protocols with phytonutrients, medicinal mushrooms, and psychedelic compounds under our current “MyShrooms” brand.

~~The Company has one employee, David Lazar.~~2

~~Reports~~We are attempting end to ~~Security~~end ~~Holders~~capabilities from substrate for growth, genetics, research, extraction, formulations, delivery, and distribution of the finished product. This could allow MySpray to maintain high quality control and enable us to:

~~The~~● ~~public~~Create ~~may~~formulations ~~read~~for ~~and~~clinical ~~copy any materials filed with the SEC at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549~~trials. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports and other electronic information regarding Adorbs Inc. and filed with the SEC at http://www.sec.gov.

~~Smaller~~● ~~Reporting~~Supply ~~Company~~raw ~~Status~~materials, standardized extracts, and medicinal compounds that are in high demand for ongoing academic research globally.

We● ~~also~~Provide ~~qualify~~finished asproducts adirect “smaller reporting company” under Rule 12b-2 of the Exchange Act, which is defined as, among other possible qualifications, a company with a public equity float of less than $250 million. To the extent that we remain a smaller reporting company at such time as are no longer an emerging growth company, we will still have reduced disclosure requirements for our public filings, some of which are similar to those of an emerging growth company, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statementsconsumer.

~~Compliance~~● ~~with~~Offer ~~Government~~white ~~Regulation~~label manufacturing.

~~The~~Through this ~~Company~~process, ~~may~~we beare ~~subject~~attempting to achieve a ~~number~~net zero global environmental footprint, implementing growth solutions using naturally composted substrates and by-products of ~~foreign~~manufacturing current products. MySpray is a current member of the Canadian Health Food Association (CHFA) and ~~domestic~~presently ~~laws~~offers 5 products in the natural health marketplace, and ~~regulations~~proudly ~~that~~manufactures ~~could~~in ~~affect~~Canada ~~companies~~with ~~conducting~~cGMP ~~our~~credentials, ~~business~~sourced from USDA-certified organic North American producers.

~~Item~~MySpray is ~~1A.~~clinically ~~Risk~~developing ~~Factors~~innovative and evidence-based therapeutics that can help us generate revenue through the sales of its five products to distributors, direct wholesale to pharmacies, clinics, health stores, ecommerce and traditional retailers, along with our retail online store.

~~As an “emerging growth company”, we~~Background ~~are~~of ~~not required to provide~~ the ~~information~~Company ~~required by this Item.~~

~~Item~~MySpray Therapeutics was ~~1B.~~founded ~~Unresolved~~in ~~Staff~~2012 ~~Comments~~by natural health practitioner and researcher, Nichol Martinuik, with a mission of creating the most innovative and life changing products.

AsThe first anmission ~~“emerging~~was ~~growth~~to ~~company”~~find a solution to the low absorption rates of nutrients from pills, weleading to the development of Vitamin D3 and ~~are~~B12 ~~not~~oral ~~required~~sprays. toSublingual ~~provide~~and ~~the~~buccal ~~information~~absorption ~~required~~provides a much higher absorption by ~~this~~the ~~Item~~body, eliminating the gastric breakdown through digestion. With the use of a convenient spray, it ensures that your body is receiving the maximum benefits.

~~Item~~MyPain LiniMint was 2the next product to be approved by Health Canada, after many years of clinical research and development with dimethyl sulfoxide (“DMSO”) as a topical analgesic for pain management. ~~Properties~~DMSO provides tissue penetration directly to the site of pain and inflammation, with capabilities beyond any other topically applied product. Many trials were conducted with this formula to create a balanced product that minimized the odors associated with DMSO.

~~Adorbs~~MyShrooms Immunity was ~~Inc~~then developed as an immune modulator and formulated with a synergistic blend of 8 medicinal mushrooms. Fungi have been revered medically for thousands of years in their abilities to increase the immune system’s ~~corporate~~recognition and ~~operational~~defence from daily ~~offices~~threats. MyShrooms ~~are~~Defence is ~~headquartered~~the atevolution ~~234~~of E.the ~~Beech~~original ~~Street,~~Vitamin ~~Long~~D3 ~~Beach~~spray, NYand ~~11561~~a combination of Chaga and D3. ~~Rebecca~~Chaga ~~Lazar,~~is a potent ~~former~~substance ~~officer~~containing ~~and~~over ~~director~~200 nutrients, ~~provides~~including vitamin D and the ~~office on~~cofactors necessary for absorption, creating a ~~rent-free~~superior ~~basis~~formula for disease prevention.

3MySpray is committed to ongoing research, and the development of innovative solutions and premium health products. Nichol is a member of the Natural Health Practitioners of Canada, and the Saskatchewan Association of Doctors of Natural Medicine. MySpray Therapeutics is proudly manufactured in Canada and a proud member of the Canadian Health Food Association.

~~Item~~ 3~~. Legal Proceedings~~

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.Products

~~Item~~MySpray offers 4.products ~~Mine~~in ~~Safety~~a ~~Disclosures~~variety of delivery systems including topical, capsules, and through a highly absorbed convenient oral spray delivery system.

~~Not applicable.~~MyShrooms Immune-Pro

4MyShrooms Immune-Pro is a clinical strength herbal medicine to activate, balance, and support a healthy immune system. It is formulated with a powerful and unique trifecta of medicinal mushrooms, ginseng, and propolis. With potent antioxidants and powerful adaptogens it increases energy and the body’s response to stress, along with related mental and physical fatigue.

~~PART II~~MyShrooms Defence

~~Item~~MyShrooms Defence 5is a combination of chaga, often proclaimed “king of medicinal mushrooms,” and Vitamin D. ~~Market~~Chaga ~~for~~is ~~Registrant’s~~a ~~Common~~rich ~~Equity~~source of potent antioxidants and powerful phytochemicals, ~~Related~~such ~~Stockholder~~as ~~Matters~~sterols, phenols, beta-glucans, and ~~Issuer~~melanin. ~~Purchases~~Vitamin D, widely known as the sunshine vitamin, is an essential hormone for disease prevention, and the regulation of ~~Equity~~minerals. ~~Securities~~Combined they strengthen the body’s natural defence system, and protect against pathogens, illness and disease.

~~Our common stock is not traded on any national~~MyShrooms ~~exchange.~~Immunity

~~Dividends~~MyShrooms Immunity offers the synergistic effect of 8 medicinal mushrooms, each containing complex, unique and specific compounds providing significant health benefits throughout the whole body. As an immune modulator, it helps to activate, balance and restore a healthy immune response with a comprehensive combination of the most potent medicinal mushrooms including: Reishi, Chaga, Cordyceps, Turkey Tail, Lion’s Mane, Agaricus Blazei, Shiitake, and Maitake.

~~We have never declared or paid any cash dividends~~MyShrooms on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock.Energy

~~Recent~~MyShrooms Energy ~~Sales~~is a combination of ~~Unregistered~~Cordyceps ~~Securities;~~and ~~Use~~Vitamin B12. Cordyceps mushroom has been used for centuries for its energizing and apoptogenic properties, as well as to support oxygen uptake, stamina, endurance, libido, kidney and adrenal health. With naturally occurring B-vitamins, it is a perfect blend to include Vitamin B12 with its essential and diverse functions in the body. B12 is involved in the maintenance of ~~Proceeds~~the ~~from~~nervous ~~Registered~~system, ~~Securities~~red blood cell production, energy metabolism and the proper functioning of our brain, heart, liver, and kidneys. Combined they contribute to optimal health, well-being, performance, mood, vitality and energy.

~~We did not sell any equity securities which were~~MyPain ~~not registered under the Securities Act during the year ended December 31, 2021.~~LiniMint

~~Equity~~MyPain LiniMint ~~Compensation~~contains ~~Plans~~80% DMSO and delivers the deepest tissue penetration available. It is 100% natural and provides unmatched pain relief from muscle strains, joint sprains, backaches & arthritis. The powerful analgesic properties easily penetrate through the skin into all tissues, reducing pain and inflammation at the source to promote the body’s natural healing process, a remarkable advantage over other topically applied products.

AsWith approximately of11,000 ~~December~~studies ~~31,~~on ~~2021~~DMSO, weresearch dodemonstrates ~~not~~its ~~have~~analgesic ~~any~~properties ~~equity~~by blocking the peripheral C nerve fibers and acts ~~compensation~~as ~~plans~~an antioxidant neutralizing the free radicals of inflammation.

~~Convertible~~MySpray generates ~~Securities~~revenue through the sales of its five products to distributors, direct wholesale to pharmacies, clinics, health stores, ecommerce and traditional retailers, along with our retail online store.

~~As of December 31, 2021, we do not have any outstanding convertible securities.~~4

~~Compliance with Section 16(A) of the Securities~~Strategic ~~Exchange~~Market ~~Act of 1934~~Analysis

~~Section 16(a) of the Securities Exchange Act of~~MySpray’s ~~1934,~~marketing ascampaign ~~amended,~~will ~~requires~~target ~~our~~consumers ~~executive~~via officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our shares of common stock and other equity securities, on Forms 3, 4 and 5, respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file. After review, the Company has determined that David Lazar and Rebecca Lazar did not timely file the appropriate filings under Section 16(a).avenues:

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

(1) Direct selling to consumers via MySpray.ca		~88% gross margin

(2) Selling to wholesalers that in turn sell to retailers		~70% gross margin

(3) Selling directly to retailers		~79% gross margin

(4) Private labeling products for foreign markets		~ 65% gross margin

(5) Market App via existing networks of Clinics,

Treatment Centers and alike.		Unknown

~~None~~One of the next focuses for the Company will be exploring overseas partners due to lowered risk factors during this critical growth stage. Some of these risk reducers include but are not limited to: the payment terms (payment in full the moment it is delivered), bulk orders ($1mm+ opening orders), and guaranteed payments (via EDC). With significant inroads already completed, traction is starting to come in from large trade shows visited in China over the last several years.

~~Item~~In addition 6to the foreign markets, the more obvious focus is going to be on direct selling via online. ~~Selected~~Direct ~~Financial~~selling ~~Data~~needs to be played cautiously and the prices need to be firmly set so that retailers are not undercut and feeling slighted by our direct selling campaigns. Immediate next steps in this area will be focusing on a social media and Google AdWord marketing campaigns. Additionally, focusing on influencers and other key market drivers that can be strategically aligned with the brand.

AsLastly, MySpray anwants ~~“emerging~~to ~~growth~~keep up current relationships with wholesalers/retailers and have the company” ~~we are~~better ~~not~~financed ~~required~~to be able to ~~provide~~keep ~~this~~up with ~~information~~their consistently growing demand for the products.

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

~~Overview~~The objectives of our marketing strategy will emphasize focus on our 3 previously defined markets. In order to achieve its goal, MySpray intends to adopt the following strategies:

~~For~~1. anOffer ~~overview~~a oflimited ~~the~~number ~~business~~ of ~~the~~SKU’s. ~~Company, please~~MySpray ~~refer~~doesn’t want to ~~this~~be ~~Comprehensive~~everything, ~~Annual~~instead ~~Report~~really ongood ~~Form~~at ~~10-K~~a tofew ~~Part I, Item 1 (“Business”)~~things.

52. Keep the market strategy simple and push for more overseas partners – understand their markets – allow them to market their products within their local markets with some autonomy.

~~Going~~3. ~~Concern~~Within North America and parts of Europe, keep the brand very consistent, simple, clean and to the point.

Our financial statements accompanying this Report have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We have a minimal operating history and minimal revenues or earnings from operations. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues for the immediate future. See “Part II, Item 8, Financial Statements, and Supplementary Data.”5

~~Plan~~MySpray’s strategy ofis ~~Operation~~to grow the business by nurturing clients, differentiating from our competitors, particularly through solid business ethics. Alliances, collaboration and training will be conducted on a regular basis to ensure that the products are fully understood and communicated to meet customer expectation. The 4 main focuses for getting the name out and having the story properly told will be via:

We● ~~have~~Advertising been dormant since approximately July 2019. As of the date of this Report, we intend to engage in what we believe to be synergistic acquisitions or joint ventures with a company or companies that we believe will enhance our business plan. There are no assurances we will be able to consummate any acquisitions using our securities as consideration, or at all. Numerous things will need to occur to allow us to implement this aspect 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.online

~~Limited~~● ~~Operating~~Social ~~History;~~media ~~Need~~influencers ~~for~~and ~~Additional Capital~~market movers

We● ~~cannot~~Consistent ~~guarantee~~virtual wetraining ~~will~~with ~~be successful in~~ our ~~business~~ ~~operations.~~founder ~~We have not generated any revenue since inception. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources~~ and ~~possible cost overruns due to~~ the ~~price~~key ~~and~~reps ~~cost increases~~ in ~~supplies and~~the ~~services.~~field

If● weTrade ~~are~~shows ~~unable~~and ~~to meet our needs for cash from either our operations, or possible alternative sources, then we may be unable to continue, develop, or expand our operations.~~events

~~Off-Balance Sheet Arrangements~~Pricing

~~We do not have any off-balance sheet arrangements~~COGS ~~that~~for ~~have~~all orliquids are ~~reasonably~~within ~~likely~~$.30 toincluding ~~have~~warehousing aand ~~current~~labeling orof ~~future~~an ~~effect~~average onof ~~our financial condition~~$7.50, ~~changes~~and inproduction ~~financial~~cost ~~condition,~~may ~~revenues or~~vary ~~expenses,~~+- ~~results~~5% offrom ~~operations,~~batch to ~~liquidity,~~batch. ~~capital~~All ~~expenditures~~products orare ~~capital~~currently ~~resources~~priced ~~that~~the issame ~~material~~for toconvenience ~~investors~~and ease.

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

Retail sales: MSRP $59.99		= 88% margin

Wholesale to retailers: $34.99		= 79% margin

Distribution company’s: $24.99		= 70% margin

AsIn regards ato ~~“smaller~~the ~~reporting~~MyHealth ~~company”~~App, we ~~are~~our ~~not~~goal ~~required~~is to ~~provide~~keep the ~~information~~base ~~required~~price byrelatively ~~this~~low ~~Item~~$29.99/month, then have extras and extended availability of care for higher rates $99/month and up. For some that are dealing with more substantial trauma and/or needs, an a-la-carte style can be purchased to access the right specialists, one-on-one.

~~Item 8. Financial Statements and Supplementary Data.~~Pain Management

The growing ~~financial~~baby-boomer ~~statements~~population continues to drive demand of innovative and ~~Report~~advanced pain relaxing medications around the western world. Additionally, the increasing number of ~~Independent~~hospitalization cases; unmet requirements for neuropathic pain management drugs; innovative and ~~Registered~~advanced ~~Public~~applications ~~Accounting~~of ~~Firm~~pain management therapies; increasing prevalence of various chronic diseases, such as cancer, and neurological problems; and increasing healthcare expenditure are ~~listed~~also indriving the ~~“Index~~growth toof the ~~Financial~~global ~~Statements”~~market. onThe ~~page~~growing ~~F-1~~numbers of mergers and acquisitions ~~included~~is ona ~~pages F-2~~key ~~through~~trend Fobserved in the market. Among the various therapeutic indications, the post-9operative pain relief segment accounted for the largest share, ~~immediately~~and ~~following~~the low-back pain segment accounted for the ~~signature~~second ~~page~~largest ofshare ~~this~~in ~~Comprehensive~~the ~~Annual~~global ~~Report~~market.

6Pain management drugs are mainly used to relieve discomfort associated with injury and surgeries. Moreover, pain management medications are used in the management of pain associated with neurological problems, migraine, cancer, orthopedic problems, low-back pain, rheumatoid arthritis, and fibromyalgia.

~~Item~~The stringent 9regulation for the approval of pain management drugs is restraining the growth of global market. ~~Changes~~High expenditure requirement in the manufacturing of pain management drugs and ~~Disagreements~~risks of side-effects associated with ~~Accountants~~pain-killers onare ~~Accounting~~also ~~and~~hindering ~~Financial~~the ~~Disclosure~~growth of global market.

~~Item~~North America 9Aand Europe are the major markets, due to increasing prevalence of chronic diseases, and growing awareness about various types of chronic pain conditions in these regions. ~~Controls~~The U.S. followed by Canada, is the largest market for pain management drugs in North America. Whereas, the U.K., Germany and ~~Procedures~~France are some of the major countries holding significant share in the European pain management drugs market.

~~Evaluation of Disclosure Controls and Procedures~~6

~~Under~~The Asian ~~the~~market ~~supervision~~is ~~and~~growing with ~~the~~a ~~participation of~~significant ~~our senior management~~rate, ~~including~~owing ~~our~~to ~~Chief~~huge ~~Executive~~pool ~~Officer~~of ~~and Chief Financial Officer~~patients, ~~we evaluated the effectiveness of the design~~ and ~~operation~~increasing ofhealthcare ~~our~~spending ~~disclosure controls and procedures, as defined~~ in ~~Rules 13a-15(e) and 15d-15(e) under~~ the ~~Exchange~~region. ~~Act~~In addition, ~~as of~~ the ~~end~~ ofinitiatives ~~the~~taken ~~period covered~~ by ~~this~~various ~~Comprehensive~~government ~~Annual~~associations ~~Report~~to ondevelop ~~amended~~chronic ~~Form~~pain ~~10-K/A~~rehabilitation ~~(the “Evaluation Date”). Based on this evaluation~~centers, ~~our Chief Executive Officer~~ and ~~Chief~~increasing ~~Financial Officer concluded as~~ prevalence of ~~the~~various ~~Evaluation~~chronic ~~Date~~diseases ~~that~~are ~~our~~also ~~disclosure~~supporting ~~controls and procedures were not effective such that~~ the ~~information~~growth ~~relating~~of ~~to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within~~ the ~~periods~~Asian ~~specified~~pain ~~in SEC rules and forms, and (ii) is accumulated and communicated to our~~ management, ~~including~~drugs ~~our Chief Executive Officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure~~market. The ~~Company’s~~countries ~~former~~such ~~management~~as ~~abandoned all operations for several years~~India, Japan and ~~only~~China, ~~recently~~are ~~did~~ the ~~Company~~major ~~appoint~~markets ~~new~~in ~~management to make filings with~~ the ~~SEC on behalf of the Company~~region. ~~Based on this evaluation, our principal executive officer and the principal financial officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2021.~~

~~Management’s~~Apart from ~~Annual~~these ~~Report~~regions, onLatin ~~Internal~~America is another important market. This is due to increasing investments by drug manufacturing companies ~~Control~~and ~~over~~growing ~~Financial~~demand ~~Reporting~~of pain management medications in the region. Brazil holds the largest share in the Latin American pain management drugs market, due to the increasing support from government organizations for the development of chronic pain rehabilitation centers in the country.

~~Our management is responsible for~~Immune establishing and maintaining adequate internal control over financial reporting. Our 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 accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Our Company has been dormant since July 2019. As a result our management did not conduct an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2021, and December 31, 2020 based on the criteria set forth by the Committee of Sponsoring Organizations of the Tread way Commission (“COSO”) in Internal Control – Integrated Framework (2013). Without such an evaluation, our management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2021, based on the COSO framework criteria, as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.System

~~The~~Fungi have ~~matters~~long ~~involving~~been ~~internal~~used ~~controls~~as ~~and~~herbal ~~procedures that~~drugs ~~our~~in ~~management~~Traditional ~~considered~~Chinese toMedicine beand ~~material weaknesses under~~ the ~~standards~~source of ~~the~~numerous ~~PCAOB~~pharmaceuticals. ~~were:~~In ~~(1)~~today’s ~~lack~~world with ofCovid, astress ~~functioning~~and ~~audit~~over ~~committee, (2)~~increased ~~lack~~use of aantibiotics ~~majority of outside directors on~~ our ~~Board~~world ofhas ~~Directors,~~developed ~~resulting~~a inweak ~~ineffective~~immune ~~oversight~~system inproblem. ~~the~~Many ~~establishment~~people ~~and~~have ~~monitoring~~long ofsearched ~~required~~out ~~internal~~natural ~~controls~~remedies ~~and~~for ~~procedures;~~this ~~(3)~~problem ~~inadequate~~and ~~segregation~~have ofbeen ~~duties~~hit ~~consistent~~ with ~~control~~the ~~objectives;~~same ~~(4)~~string ~~complete lack~~ of ~~management~~products of– ~~the~~generic ~~company~~extracts/vitamins ~~from~~like ginseng, ~~July~~echinacea, ~~2019~~vitamin ~~until~~C ~~February~~& ~~2021;~~D ~~and~~among ~~(5)~~others. ~~lack~~Most of ~~disclosure~~which ~~controls.~~work, ~~The~~however, ~~aforementioned~~given ~~material weaknesses were identified by~~ our ~~Chief~~current ~~Executive~~global ~~and~~immune ~~Financial~~suppression ~~Officer~~a inmore ~~connection~~comprehensive immune ~~with~~system ~~the~~support ~~review~~product ofis ~~our~~being ~~financial statements as of December 31, 2021~~desired.

~~Management~~In the ~~believes~~article ~~that~~titled ~~the~~“Immune ~~material~~Health ~~weaknesses set~~Supplements ~~forth~~Market ~~above~~Size ~~did~~[2020-2027]: ~~not~~Is ~~have~~Projected anto ~~effect~~Reach onUSD ~~our~~29.40 ~~financial~~Billion ~~results~~by ~~because~~2027, Exhibiting a CAGR of 7.4%” posted to the ~~activity~~Global ~~during~~Newswire ~~this~~News ~~period~~Room ~~was~~website ~~nominal.~~on ~~However~~April 14, ~~management believes~~2021, ~~that~~stated the ~~lack~~COVID-19 ofpandemic ais ~~functioning~~surging ~~audit~~the demand ~~committee~~for ~~and~~immune ~~the~~health ~~lack~~supplements ofacross athe ~~majority~~globe. ofThis ~~outside~~growth ~~Directors~~is onattributable ~~our~~to ~~Board~~the rising reconsideration of ~~Directors~~health ~~results~~and well-being inby ~~ineffective~~the ~~oversight~~masses. inThey ~~the~~are ~~establishment~~persistently ~~and~~striving ~~monitoring~~to ofdodge ~~required~~any ~~internal~~type ~~controls~~of ~~and~~infectious ~~procedures,~~disease ~~which~~by ~~could~~consuming ~~result~~immunity inboosters. aOne ~~material~~of the significant ~~misstatement~~challenges inthat ~~our~~may ~~financial~~occur ~~statements~~is the disruptions in ~~future~~the ~~periods~~supply chain network – which was noted by The Nutrition Business Journal in April 2020.

~~This amended Comprehensive Annual Report on Form~~Mental ~~10-K/A~~Health ~~does~~and not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report which was not filed was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.Performance

7Common mental health disorders are inadequately treated using traditional medications, many of which have low or variable efficacy, undesirable or dangerous side effects, and sometimes addictive properties. Traditional medications typically are prescribed for daily use over an extended period and take weeks or months to reduce symptoms. In addition to lowered quality of life for the individual, poor medication efficacy results in high societal costs in healthcare and lost productivity.

~~Changes~~Psilocybin has been investigated as treatment for depression, anxiety disorders, obsessive-compulsive disorder, alcohol use disorder, and tobacco use disorder (Daniel and Haberman, 2017). The Johns Hopkins Center for Psychedelic & Consciousness Research has published more than 60 peer-reviewed studies showing therapeutic effects of psilocybin in ~~Internal~~patients ~~Control~~suffering ~~over~~from ~~Financial~~addictions, anxiety, and treatment-resistant ~~Reporting~~depression.

~~There~~A key finding is that psilocybin, when combined with psychological therapy, appears to have ~~been~~curative nopotential ~~changes~~rather inthan ~~our~~symptom ~~internal~~management effects. ~~control~~4 weeks after receiving 2 psilocybin-assisted psychotherapy sessions, 71% of study participants suffering from major depression ~~over~~had ~~financial~~a ~~reporting~~reduction ~~that~~in ~~occurred~~symptoms, ~~during~~and 54% of individuals no longer met the ~~years~~criteria ~~ended~~for ~~December~~depression ~~31,~~(Davis ~~2021~~et ~~and~~al., 2020). The lead author of the study noted that ~~have~~the ~~materially~~magnitude ~~affected~~of orthe ~~are~~effect ~~reasonably~~was approximately four times larger than traditional antidepressants in the market. ~~likely~~Similarly, to80% ~~materially~~of ~~affect~~cancer ~~our~~patients ~~internal~~receiving ~~control~~2 ~~over~~psilocybin ~~financial~~sessions ~~reporting~~showed significant reductions in anxiety and depressed mood 6 months after treatment.

~~Item~~The work 9Bat the Johns Hopkins Center (2006, 2008) has also demonstrated that a single psilocybin session resulted in positive mood, attitude, and behavioral changes in healthy individuals, with lasting effects of 14 months or longer. ~~Other~~A ~~Information~~single psilocybin session increased well-being or life satisfaction in 64% of individuals. Psilocybin sessions have also been associated with increased emotional and brain plasticity (2020), including altered top-down control of emotions, increased overall brain connectivity, and enduring changes in the personality domain of openness (2011).

~~None.~~7

8Customer Profile

~~PART~~MySpray customers ~~III~~will be in 4 forms:

~~Item 10~~1. ~~Directors,~~Private ~~Executive~~Label ~~Officers and Corporate Governance~~Partners

~~All Directors of the Company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified~~2. The officers of the Company are appointed by the Board of Directors and hold office until their death, resignation or removal from office. The Directors and Executive Officers, their ages, positions held, and duration as such, are as follows:Distributors

Name		Position Held with the Company		Age		Date First Elected or Appointed
David Lazar		CEO, CFO and Director		31		July 2020

Retailers (products and MyHealth App)

~~David Lazar, 31, has been CEO and Chairman of the Company since July, 2020~~4. ~~Mr.~~End ~~Lazar~~Consumer ~~has~~(products ~~been a partner at Zenith Partners International since 2013, where he specializes in research~~ and ~~development,~~MyHealth sales and marketing. From 2014 through 2015, David was the Chief Executive Officer of Dico, Inc., which was then sold to Peekay Boutiques. Since February of 2018, Mr. Lazar has been the managing member of Custodian Ventures LLC, where he specializes in assisting distressed public companies. Since March 2018, David has acted as the managing member of Activist Investing LLC, which specializes in active investing in distressed public companies. David has a diverse knowledge of financial, legal and operations management; public company management, accounting, audit preparation, due diligence reviews and SEC regulations.App)

~~Employment~~MySpray ~~Agreements~~has identified the 3 main target markets each with their own target customer profile. The 3 target markets are Immune Health, Pain Management and Mental Health/Performance (as previously outlined in this document). The broader targeted segments of the population for each are as follows (not an exhaustive list):

We1. ~~have~~Immune noHealth- ~~formal~~the ~~employment~~health-conscious ~~agreement~~baby ~~with~~boomer, ~~David Lazar~~compromised ~~who~~from isthe ~~our~~over ~~sole~~sanitation ~~employee,~~resulting ~~director~~from ~~and~~Covid ~~officer~~protocols.

~~Family~~2. ~~Relationships~~Pain Management- baby boomers that have lingering sports injuries and arthritis as well as Gen X and Millennials that are currenting playing sports and have aches/pains related to their respective sports.

~~None~~3. Mental Health- Millennials and Gen X that looking for the mental edge in their professional careers. Additionally, Millennials that are ever increasingly reliant on pharmaceuticals for ADHD, Depression, Anxiety among other things.

~~Involvement in Certain Legal Proceedings~~Employees

~~None~~We currently ofhave ~~our~~5 ~~Directors~~employees, ~~Executive~~two ~~Officers~~of whom are officers and directors of ADOB and MySpray. The other 3 employees are under contractwith MySpray. They include two therapists and an officer manager. The therapists are paid per patient and therapy, ~~promoters~~have a thirty day mutual ortermination ~~control~~notice ~~persons~~requirement ~~has~~and ~~been~~a ~~involved~~one-year innon-compete ~~any~~clause. ofOur ~~the~~office ~~following~~manager ~~events~~is ~~during~~paid an annual salary with a thirty day mutual termination notice requirement. We anticipate hiring additional employees in the ~~past~~next 10twelve ~~years:~~months. We anticipate hiring necessary personnel based on an as-needed basis only on a per-contract basis to be compensated directly from revenues.

~~1. A petition under the Federal bankruptcy laws~~Intellectual or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an Executive Officer at or within two years before the time of such filing;Property

2MySpray Therapeutics® Inc. ~~Such~~is ~~person~~currently ~~was~~the ~~convicted~~license inholder aof ~~criminal~~9 ~~proceeding or~~Natural isProduct aNumbers ~~named~~(NPN) ~~subject~~through ofthe aNatural ~~pending~~and ~~criminal~~Non-prescription ~~proceeding~~Health Products ~~(excluding~~Directorate ~~traffic~~division ~~violations~~of ~~and~~Health ~~other minor offenses;~~Canada.

~~3. Such person was the subject of any order, judgment,~~Reports orto ~~decree,~~Security ~~not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:~~Holders

i.You may ~~Acting~~read asand acopy ~~futures~~any ~~commission~~materials ~~merchant,~~the ~~introducing~~Company ~~broker,~~files ~~commodity~~with ~~trading~~the ~~advisor,~~Commission ~~commodity~~in ~~pool~~the ~~operator,~~Commission’s ~~floor~~Public ~~broker~~Reference Section, ~~leverage~~Room ~~transaction merchant~~1580, 100 ~~any~~F ~~other~~Street ~~person~~N.E., ~~regulated~~Washington, byD.C. ~~the~~20549. ~~Commodity~~You ~~Futures~~may ~~Trading~~obtain ~~Commission,~~information oron anthe ~~associated~~operation ~~person~~ of ~~any~~the ofPublic ~~the~~Reference ~~foregoing,~~Section orby ascalling anthe SEC ~~investment~~at ~~adviser,~~1-800-SEC-0330. ~~underwriter~~Additionally, ~~broker~~the orSEC ~~dealer~~maintains inan ~~securities,~~Internet orsite asthat ancontains ~~affiliated person~~reports, ~~Director~~proxy orand ~~employee~~information ~~of any investment company~~statements, ~~bank, savings~~ and other ~~loan~~information ~~association~~regarding orissuers ~~insurance~~that ~~company,~~file orelectronically ~~engaging~~with inthe orSEC, ~~continuing~~which ~~any~~can ~~conduct~~be orfound ~~practice~~at ~~in connection with such activity~~http://www.sec.gov.

~~ii. Engaging in any type of business practice; or~~8

~~iii~~ITEM 1A. ~~Engaging~~RISK ~~in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;~~FACTORS

9AS A SMALLER REPORTING COMPANY, WE ARE NOT REQUIRED TO PROVIDE A STATEMENT OF RISK FACTORS.

4ITEM 1B. ~~Such~~UNRESOLVED ~~person~~STAFF was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;COMMENTS

5None. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6ITEM 2. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;PROPERTIES

7.Our mailing ~~Such~~address ~~person~~is ~~was~~36 ~~the~~Fourth ~~subject~~Ave. ofN, orSaskatchewan, aCanada ~~party to~~S3N 2V7. ADOB’s wholly-owned subsidiary, ~~any~~MySpray, ~~Federal~~has oran ~~State~~address ~~judicial~~of orDrawer 188, ~~administrative~~36 ~~order~~Fourth Avenue North, ~~judgment~~Yorkton, ~~decree~~Saskatchewan, orCanada, ~~finding~~S3N 2V7. Nichol Martinuik owns the laboratory building that MySpray occupies. He rents this facility to the Company based on a verbal, ~~not~~month-to-month ~~subsequently~~agreement. ~~reversed~~During the years December 31, ~~suspended~~2022 orand ~~vacated~~December 31, ~~relating~~2021, the Company paid $19,614 and $-0- in rent, respectively. The Company believes that this rent expense is reasonable and comparable to anthe ~~alleged~~rent ~~violation~~that ~~of:~~would be charged to a third party.

iITEM 3. ~~Any~~LEGAL Federal or State securities or commodities law or regulation; or ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; orPROCEEDINGS

8.We know ~~Such person was the subject~~ of, orno aactive ~~party to, any sanction~~ or ~~order,~~pending ~~not~~legal ~~subsequently~~proceedings ~~reversed,~~against ~~suspended or vacated~~us, ofnor ~~any~~are ~~self-regulatory~~we ~~organization~~involved (as ~~defined in Section 3(~~a~~)(26)~~ ofplaintiff ~~the~~in ~~Exchange~~any ~~Act~~proceedings ~~(15~~or Upending litigation.~~S.C.~~ There ~~78c(a)(26))),~~are ~~any~~no ~~registered~~proceedings ~~entity (as defined~~ in ~~Section~~which ~~1(a)(29)~~any of ~~the~~our ~~Commodity~~directors, ~~Exchange Act~~officers (7or ~~U.S.C. 1(a)(29)))~~affiliates, or any ~~equivalent~~beneficial ~~exchange,~~shareholder ~~association,~~are ~~entity~~an oradverse ~~organization~~party ~~that~~ or has ~~disciplinary~~a ~~authority~~material ~~over~~interest ~~its~~adverse ~~members or~~to ~~persons associated with a member~~us.

~~Code~~ITEM 4. ofMINE ~~Ethics~~SAFETY DISCLOSURES

~~As of the date of filing, the Company has not~~Not ~~adopted a corporate code of ethics~~applicable. ~~The Company has never adopted a corporate code of ethics, and the new management of the Company has not yet made plans to formulate such a code.~~

~~Board and Committee Meetings~~9

~~Our Board of Directors currently consists of one~~PART member, Mr. David Lazar. The Board of Directors held no formal meetings during the year ended December 31, 2021. Until the Company develops a more comprehensive Board of Directors, all proceedings will be conducted by resolutions consented to in writing by all the Directors and filed with the minutes of the proceedings of the Directors. Such resolutions consented to in writing by the Directors entitled to vote on that resolution at a meeting of the Directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the Directors duly called and held.II

~~Nomination~~ITEM 5. ~~Process~~MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

~~During the year ended December 31, 2021, we did~~Market not affect any material changes to the procedures by which our shareholders may recommend nominees to our Board of Directors. Our Board of Directors does not have a policy with regards to the consideration of any Director candidates recommended by our shareholders. Our Board of Directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the Board of Directors considers a nominee for a position on our Board of Directors. If shareholders wish to recommend candidates directly to our Board of Directors, they may do so by sending communications to the President of our Company at the address on the cover of this amended Comprehensive Annual Report on Form 10-K/A.Information

10Our Common Stock is currently quoted on the Pink tier of OTC Markets under the symbol “ADOB.” However, there is currently no trading market for our Common Stock and there is no assurance that a regular trading market will ever develop.

~~Audit Committee~~Holders

~~Currently the Company does not have an Audit Committee.~~As ~~The~~of ~~Company~~February ~~intends~~27, ~~to appoint audit~~2023, ~~compensation~~there ~~and~~were ~~other~~approximately ~~applicable~~45 ~~committee~~holders ~~members~~of asrecord itof ~~identifies~~our ~~individuals~~Common ~~with pertinent expertise~~Stock.

~~Audit Committee Financial Expert~~Dividends

~~Our~~To date, ~~Board~~we ofhave ~~Directors~~not ~~does~~paid ~~not~~dividends ~~have~~on ashares ~~member that~~of ~~qualifies~~our asCommon anStock ~~“audit~~and ~~committee~~we ~~financial~~do ~~expert”~~not asexpect ~~defined~~to indeclare ~~Item~~or ~~407(d)(5)(ii)~~pay dividends on shares of ~~Regulation~~our ~~S-K~~Common Stock in the foreseeable future. The ~~Company~~payment ~~intends to~~of ~~appoint~~any ~~audit,~~dividends ~~compensation~~will ~~and~~depend ~~other~~upon ~~applicable~~our ~~committee~~future ~~members~~earnings, asif itany, ~~identifies~~our ~~individuals~~financial ~~with~~condition, and ~~pertinent~~other ~~expertise~~factors deemed relevant by our Board.

~~Item~~Securities Authorized ~~11.~~for ~~Executive~~Issuance under Equity Compensation. Plans

~~None~~ We have no existing equity compensation plan.

~~Grants~~Recent Sales of ~~Plan-Based~~Unregistered ~~Awards~~Securities; Use of Proceeds from Sale of Registered Securities

~~There were no grants of plan-based awards during the year ended December 31, 2021~~None.

~~Outstanding Equity Awards at Fiscal Year~~Rule 10B-~~End~~18 Transactions

~~There~~During the ~~were~~year noended ~~outstanding~~December ~~equity~~31, ~~awards~~2022, atneither the ~~year~~ ~~ended~~Company ~~December~~nor 31any affiliated purchaser of the Company, ~~2021~~purchased any equity securities of the Company that are registered pursuant to Section 12 of the Exchange Act.

~~Option~~ITEM 6. ~~Exercises and Stock Vested~~[RESERVED]

~~During~~ITEM 7. ~~our~~MANAGEMENT’S ~~fiscal~~DISCUSSION ~~year~~AND ~~ended~~ANALYSIS ~~December~~OF ~~31,~~FINANCIAL ~~2021, there~~CONDITION ~~were~~AND noRESULTS ~~options~~OF ~~exercised by our named officer.~~OPERATIONS

~~Compensation~~THIS SECTION ofOF ~~Directors~~THE ANNUAL REPORT INCLUDES A NUMBER OF FORWARD-LOOKING STATEMENTS THAT REFLECT OUR CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE. FORWARD-LOOKING STATEMENTS ARE OFTEN IDENTIFIED BY WORDS LIKE: “BELIEVE,” “EXPECT,” “ESTIMATE,” “ANTICIPATE,” “INTEND,” “PROJECT” AND SIMILAR EXPRESSIONS, OR WORDS THAT, BY THEIR NATURE, REFER TO FUTURE EVENTS. YOU SHOULD NOT PLACE UNDUE CERTAINTY ON THESE FORWARD-LOOKING STATEMENTS, WHICH APPLY ONLY AS OF THE DATE OF THIS PROSPECTUS. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM HISTORICAL RESULTS OR OUR PREDICTIONS.

WeOUR FINANCIAL doSTATEMENTS ~~not~~ARE ~~have~~STATED ~~any~~IN ~~agreements~~UNITED ~~for~~STATES ~~compensating~~DOLLARS (USD OR US$) AND ARE PREPARED IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ~~our~~ACCOUNTING ~~Directors~~PRINCIPLES. ~~for~~ALL ~~their~~REFERENCES ~~services~~TO in“COMMON ~~their~~STOCK” ~~capacity~~REFER asTO ~~Directors~~THE COMMON SHARES IN OUR CAPITAL STOCK.

~~Pension, Retirement or Similar Benefit Plans~~10

There are no arrangements or plans in which we provide pension, retirement or similar benefits for Directors or Executive Officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our Directors or Executive Officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.Overview

~~Item~~Soul Biotechnology 12Corporation (“Soul”, or the “Company”) was incorporated under the laws of the State of Nevada on October 18, 2017 as Adorbs Inc. ~~Security~~The ~~Ownership~~Company changed its name to Soul Biotechnology Corporation on January 3, 2023. Soul is a developmental stage corporation formed to provide organic children’s clothing designed to be cute, comfortable, and trendy. The vision of ~~Certain~~Soul is ~~Beneficial~~bright, ~~Owners~~basic & comfortable organic clothes, if the price of organic material makes financial sense, including wearable and ~~Management~~comfortable cute clothes, leggings, t-shirt, sweatshirts, skirts, dresses, and ~~Related~~onesies ~~Stockholder~~(the ~~Matters~~“Clothing Line”). The clothing has and will have basic bold colors, such as black, red, orange, yellow, green, grey, blue, purple, and fuchsia. It includes and will include, a variety of ideas with patch work, appliqué, food, emojis, animals, letters, words. This way, a child could tell a story about their clothing.

~~The~~Former management ~~following~~was ~~table~~comprised ~~sets~~of ~~forth~~two people, asRebecca ofJill ~~January 22~~Lazar, ~~2022~~Chief ~~certain~~Executive ~~information~~Officer; ~~with~~and ~~respect~~Michael Lazar, Chief Financial Officer. Due to the ~~beneficial~~development ~~ownership~~stage of ~~our~~the ~~common~~Company, ~~shares~~Ms. byLazar ~~each~~spent ~~shareholder~~part ~~known~~of byher ustime totoward be the ~~beneficial owner~~everyday ofoperations ~~more~~and ~~than~~forward 5%movement of ~~our~~the corporation. ~~common~~Ms. ~~shares,~~Lazar’s responsibilities included acting as the Company’s creative designer as well as bydetermining ~~each~~the ofoverall design ~~our~~direction ~~current~~of ~~Directors~~the company and ~~Executive~~its ~~Officers~~marketing asstrategy. ~~a group~~Ms. ~~Each~~Lazar ~~person has~~cultivated ~~sole~~relationships ~~voting~~with ~~and~~children’s ~~investment~~clothing ~~power~~stores and ~~with~~manufacturers ~~respect~~and tospent the ~~shares~~time ofnecessary ~~Common~~to ~~Stock,~~oversee ~~except~~the asproduct ~~otherwise~~development, ~~indicated.~~manufacturing, ~~Beneficial~~sales, ~~ownership~~and ~~consists~~marketing campaigns, website ofdesign, aand direct ~~interest in~~ the ~~shares~~primary operations of ~~Common~~the ~~Stock, except as otherwise indicated~~business.

11On January 19, 2018, the Company filed a Form S-1 for registration of securities under the Securities Act of 1933. The S-1 was declared effective on March 14, 2018, and at that time the Company became a fully reporting public company. The Company filed its first Form 10-Q on May 10, 2018, for the period ended March 31, 2018, and subsequently filed all required reports until through the period ended March 31, 2019. On July 1, 2019, the Company filed a Form 15 to terminate its registration. Despite her best efforts, Ms. Lazar determined during the three months ended June 30, 2020, that the Company’s business plan was no longer viable. Subsequently, during July 2020, Ms. Lazar and her husband Michael Lazar resigned their positions executive positions with the Company and gifted their majority shareholdings for no consideration to Activist Investing LLC, an entity controlled by Michael Lazar’s brother, David Lazar. These shares were gifted in return for David Lazar’s commitment to provide funding to the Company going forward and for his expertise in managing and directing distressed companies.

~~Beneficial~~Activist Investing ~~ownership~~LLC ~~has~~received ~~been~~11,000,000 ~~determined~~shares infrom ~~accordance with~~Ms. ~~the~~Lazar, ~~rules~~ and ~~regulations~~10,000,000 shares from Michael Lazar for a total of ~~the~~21,000,000 ~~SEC~~shares. ~~and~~Based upon ~~includes~~23,889,500 ~~voting~~shares oroutstanding, ~~investment~~this ~~power~~effectively ~~with~~gave ~~respect~~David toLazar 87.9% ownership of the ~~shares~~Company. ~~Unless~~Concurrently ~~otherwise~~with ~~indicated,~~ the ~~persons~~change ~~named~~of control, inDavid ~~the~~Lazar ~~table~~was ~~below~~appointed ~~have~~as ~~sole~~CEO ~~voting~~and Director and ~~investment~~is ~~power~~currently ~~with~~the ~~respect~~only toemployee, ~~the~~officer, ~~number~~and director of ~~shares~~the ~~indicated~~Company. asAs ~~beneficially~~a ~~owned~~result byof ~~them~~these transactions, the Company become a “blank check” company.

Name of Beneficial Owner	Common Stock Beneficially Owned (1)		Percentage of Common Stock Owned (1)
David Lazar, Chief Executive Officer, Chief Financial Officer and Director (2) (3) 1185 Avenue of the Americas, 3rd Floor. New York, New York 10036		21,000,000		87.9	%
Director and Officer (1 person)		21,000,000		87.9	%

On June 22, 2020, the Company dismissed Michael Gillespie & Associates, PLLC “Gillespie”) as its independent registered public accounting firm who had performed the audit of the Company’s 2018 financial statements for the year ended December 31, 2018. Gillespie’s report on the Company’s financial statements for the year ended December 31, 2018, did not contain any adverse opinions or disclaimers of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that such reports included explanatory paragraphs with respect to the Company’s ability to continue as a going concern. During the year ended December 31, 2018, and through June 21, 2020, there were no (a) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with Gillespie on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to satisfaction, would have caused Gillespie to make reference to the subject matter thereof in connection with its reports for the period ended 2018 or (b) reportable events, as described under Item 304(a)(1)(v) of Regulation S-K.

~~(1)~~On June ~~Applicable~~22 ~~percentage ownership is based on 23~~2020,~~889,500~~ ~~shares~~the ofCompany ~~common~~appointed ~~stock~~AJSH ~~outstanding~~& asCo. ~~of December 31~~LLP, ~~2021.~~a ~~Beneficial~~PCOAB ~~ownership~~registered isfirm ~~determined~~as inits ~~accordance~~independent ~~with~~registered ~~the~~accounting ~~rules~~firm ofwho performed the ~~Securities~~Company’s ~~and~~audit ~~Exchange~~for ~~Commission~~the ~~and~~period ~~generally~~ended ~~includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of~~ December 31, ~~2021~~2019 ~~are~~and ~~deemed~~has toreviewed beits ~~beneficially~~financial ~~owned~~statements ~~by the person holding such securities~~ for the ~~purpose~~three ofand ~~computing~~nine-month period ~~the~~ended ~~percentage~~September ~~of ownership of such person~~30, ~~but are not treated as outstanding for the purpose of computing the percentage ownership of any other person~~2021.

(2) David Lazar is the only officer, employee, and director of the Company. The common stock is held by Activist Investing LLC. Since March 2018, David Lazar has acted as the managing member of Activist Investing LLC, which specializes in active investing in distressed public companies. He has full voting and investment control of these shares.11

~~Item~~On December ~~13.~~29, ~~Certain~~2020, ~~Relationships~~the ~~and~~Company’s ~~Related~~Registration ~~Transactions,~~Statement ~~and~~on ~~Director~~Form ~~Independence~~10-12G was declared effective.

~~Subsequent~~On toFebruary ~~the~~10, ~~year~~2022, ~~ended~~Soul ~~December~~Inc. 31(“ADOB,” or ~~2021~~the “Company”) entered into a share exchange agreement (the “Share Exchange Agreement”) with MySpray Therapeutics Inc. (“MySpray”), an Saskatchewan, Canadian corporation, Nichol Martinuik (“Martinuik”) and ~~through~~Rachel Martinuik (“R. Martinuik”), the ~~date~~sole officers, directors, and shareholders of ~~filing~~MySpray, ~~this~~Qatar ~~amended~~Consulting ~~Comprehensive~~Inc. ~~Annual~~& ~~Report~~Company on(“Qatar”), Broadway ~~Form~~Creative ~~10-K/A~~Consultants Corp. (“Broadway”), and David Lazar (“Lazar”), as the ~~Company’s~~sole ~~only~~officer ~~employee,~~and director ~~Director~~of ADOB and ~~Executive~~the ~~Officer~~managing ~~has~~member ~~extended~~of Activist Investing LLC. Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of MySpray was exchanged for (i) 51,110,500 shares of common stock of the Company at the Closing, and (ii) an additional ~~interest~~593,779,000 shares of common stock of ADOB, issued upon the increase in authorized shares of common stock of ADOB to 700,000,000, each of which is to be issued to Martinuik, R. Martinuik, Qatar, Broadway, and Activist, pro-~~free~~rata, ~~demand~~in ~~loans~~accordance with the Share Exchange Agreement. The former stockholders of MySpray acquired a majority of the issued and outstanding common stock as a result of the share exchange transaction. The transaction has been accounted for as a recapitalization of the Company, whereby MySpray is the accounting acquirer.

~~Director~~Results of ~~Independence~~Operations

~~The Company does not have a separately designated~~Year ~~nominating~~Ended ~~committee~~December of31, ~~our~~2022 ~~Board~~Compared ~~of Directors. None of our directors is deemed~~ to beYear ~~independent,~~Ended asDecember ~~such term is defined in the listing standards of The Nasdaq Stock Market~~31, ~~Inc. (“Nasdaq”).~~2021

~~Item~~Our results ~~14.~~of ~~Principal~~operations ~~Accounting~~for ~~Fees~~the years ended December 31, 2022 and ~~Services.~~2021 are summarized below:

	Year Ended			Year Ended
	Years Ended
	December,			December,
	December 31,
	2021			2020
	2022			2021			Change
Audit Fees	$	9,000		$	8,400
Revenue	$	296,597		$	81		$	296,516
Audit-Related Fees	$	-		$	-
Operating expenses		566,668			45,900			520,768
Tax Fees	$	-		$	-
Interest expense (income)		1,715			(21	)		(1,736	)
Total	$	9,000		$	8,400
Net loss	$	(342,570	)	$	(45,798	)	$	(296,772	)

Our Board of Directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the Board of Directors either before or after the respective services were rendered.Revenues

~~Our~~During the ~~Board~~years ofended ~~Directors~~December ~~has~~31, ~~considered~~2022 ~~the nature~~ and ~~amount~~2021, ofwe ~~fees~~recorded ~~billed~~$296,597 ~~by our independent auditors~~ and ~~believes~~$83, ~~that~~in ~~the~~revenue, ~~provision~~respectively. The ofincrease ~~services~~is ~~for~~due ~~activities unrelated~~ to the ~~audit~~acquisition isof ~~compatible~~an ~~with~~operating ~~maintaining~~entity, ~~our independent auditors’ independence~~MySpray.

12Operating Expenses

~~ITEM~~Operating expenses 15for the years ended December 31, 2022 and 2021 were $566,668 and $45,900 respectively. ~~FINANCIAL~~For ~~STATEMENT~~the ~~AND~~year ~~EXHIBITS~~ended December 31, 2022, the operating expenses consisted of professional fees of $274,253, amortization of $40,764 and general and administrative expenses of $251,652. For the year ended December 31, 2021, the operating expenses consisted of professional fees of $27,360, and general and administrative expenses of $18,540.

~~INDEX~~The increase TOin ~~FINANCIAL~~all ~~STATEMENTS~~expense categories is primarily the result of the acquisition of an operating entity, MySpray.

		Page
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheets		F-3
Statements of Operations		F-4
Statements of Changes in Stockholders’ Equity		F-5
Statements of Cash Flows		F-6
Notes to Financial Statements		F-7

Other Expense (Income)

F-During the years ended December 31, 2022 and 2021, other expenses consisted of $1,715 in interest expense in the 2022 period, and $21 of interest income in the 2021 period.

~~A-94/8, Wazirpur Industrial Area, Main Ring Road, Delhi-110052 +91 11 45596689 Web : www.ajsh.in E-mail : info@ajsh.in~~Net Loss

~~Report~~As a result of ~~Independent~~the ~~Registered~~foregoing, ~~Public~~we ~~Accounting~~incurred ~~Firm~~a net loss of $(342,750) for the year ended December 31, 2022, compared to a net loss of $(45,798) for the year ended December 31, 2021.

~~To the Shareholders and Board of Directors of Adorbs, Inc.~~12

~~Opinion~~Liquidity and onCapital ~~the Financial Statements~~Resources

We have audited the accompanying balance sheets of Adorbs, Inc. (the “Company”) as on December 31, 2021 and December 31, 2020, the related statements of operations, changes in stockholders’ deficit and cash flows, for the years 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 and December 31, 2020, and the results of its operations and its cash flow for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

	December 31,			December 31,
	2022			2021			Change
Cash	$	41,808		$	9,499		$	32,309
Total Assets	$	680,731		$	9,499		$	671,232
Total Liabilities	$	1,144,067		$	143,180		$	1,000,887
Stockholders’ Deficit	$	(463,336	)	$	(133,681	)	$	(329,655	)
Working Capital Deficit	$	(1,034,923	)	$	(133,681	)	$	(901,242	)

~~Substantial~~As of ~~Doubt~~December ~~about~~31, ~~the~~2022, ~~Company~~we had current assets of $79,612 and current liabilities of $1,114,535 The increase in assets and liabilities during ~~Ability~~the year ended December 31, 2022 was mainly due to ~~Continue~~due asto athe ~~Going~~acquisition ~~Concern~~of an operating entity, MySpray.

The Company ~~accompanying~~expects ~~financial~~to ~~statements have~~generate ~~been~~operating ~~prepared~~cash ~~assuming~~flow ~~the~~that ~~Company~~ will ~~continue~~be assufficient ato ~~going~~fund ~~concern~~presently anticipated operations although there can be no assurance. AsThis ~~discussed~~raises insubstantial ~~Note~~doubt 2about the Company’s ability to ~~the~~continue ~~financial~~as ~~statements~~a going concern. Therefore, the Company ~~has~~will anneed ~~accumulated~~to ~~deficit~~raise ofadditional ~~$183,311~~funds and ~~working~~is ~~capital~~currently ~~deficit~~exploring alternative sources of ~~$133,681~~financing asto onsupplement ~~December~~expected ~~31,~~cash ~~2021~~flow. ~~and~~Historically, the aCompany ~~working~~has raised capital ~~deficit~~through ~~of $~~private 87placements,~~883~~ as onan ~~December~~interim ~~31,~~measure ~~2020.~~to ~~These~~finance ~~conditions~~working ~~raise~~capital ~~substantial~~needs ~~doubt~~and ~~about~~may ~~the~~continue ~~Company’s ability~~ to raise ~~continue~~additional ascapital athrough ~~going~~the ~~concern. Management’s~~sale ~~plans~~of incommon ~~regard~~stock toor ~~this~~other ~~uncertainty~~securities ~~are~~and ~~also~~obtaining ~~described~~some inshort-term ~~the Note 2~~loans. The ~~financial~~Company ~~statements~~will dobe required ~~not~~to ~~include~~continue ~~any~~to ~~adjustments that~~do ~~might~~so ~~result~~until ~~from~~its ~~the~~operations ~~outcome~~become ~~of this uncertainty~~profitable.

~~Basis~~The Company ~~for~~may ~~Opinion~~attempt to raise capital in the near future through the sale of equity or debt financing; however, there can be assurances the Company will be successful in doing so. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all.

~~These financial statements are~~Cash the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. 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.Flows

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit 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.

	Years Ended
	December 31,
	2022			2021
Cash used in operating activities	$	(199,165	)	$	(45,798	)
Cash provided by investing activities		19,981			-
Cash provided by financing activities		209,685			41,704
Effect of exchange rates on cash and cash equivalents		1,807			-
Net Change In Cash	$	32,808		$	(4,094	)

~~Our audit included performing procedures~~Operating 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 audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of financial statement. We believe that our audits provide a reasonable basis for our opinion.Activities

~~/s/AJSH~~For the &year Coended ~~LLP~~December 31, 2022, net cash used in operating activities was $(199,165), compared to net cash used in operating activities of $(45,798) for the period ended December 31, 2021. The increase is attributable to increased operating losses of $296,772 in the 2022 period compared to 2021 offset by an increase in intangible asset amortization of $40,764, and an increase in in net operating assets and liabilities of $102,642.

~~We have served as the Company’s~~Investing ~~auditor since 2019.~~Activities

~~New~~The Company ~~Delhi~~provided $19,981 ~~India~~and $-0- from investing activities for the years ended December 31, 2022 and 2021, respectively which were obtained through the acquisition of MySpray.

~~February 8, 2022 3223~~13

~~F-2~~Financing Activities

~~ADORBS~~The ~~INC~~Company realized $209,685 and $41,704 from financing activities during the years ended December 31, 2022 and 2021, respectively. During the year ended December 31, 2022, the Company received 196,864 from the sale of common stock.

~~Balance~~During the ~~Sheets~~years ended December 31, 2022 and 2021, the Company received loans from a related parties in the amounts of $12,821 and $41,704, respectively.

	December 31,			December 31,
	2021			2020
Assets
Current assets
Cash and cash equivalents	$	9,499		$	13,593
Total Current Assets		9,499			13,593
Total assets	$	9,499		$	13,593
Liabilities and Stockholders’ Deficit
Current Liabilities
Accrued payable and accrued liabilities	$	428		$	428
Due to related parties		142,752			101,048
Total current liabilities		143,180			101,476
Total liabilities		143,180			101,476
Stockholders’ Deficit
Common stock, Par Value $0.001, 75,000,000 shares authorized, 23,889,500 shares issued and outstanding of shares as of December 31, 2021 and December 31, 2020, respectively		23,890			23,890
Additional paid in capital		25,740			25,740
Accumulated deficit		(183,311	)		(137,513	)
Total stockholders’ deficit		(133,681	)		(87,883	)
Total liabilities and stockholders’ deficit	$	9,499		$	13,593

Critical Accounting Policies and Estimates

The ~~accompanying~~preparation ~~notes~~of ~~are~~financial anstatements ~~integral~~in ~~part~~conformity with generally accepted accounting principles requires management to select appropriate accounting policies and to make estimates and assumptions that affect the reported amounts of ~~these~~assets, ~~financial~~liabilities, ~~statements~~revenues and expenses.

FOff-3Balance Sheet Arrangements

~~ADORBS~~We ~~INC~~have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

~~Statements of Operations~~Contractual Obligations

	Year Ended
	December 31,
	2021			2020
Revenue, net
Revenue	$	81		$	222
Cost of sales		-			36
Total revenue, net		81			186
Operating expenses
General and administrative expenses		18,540			20,470
Professional fees		27,360			22,650
Loss on impairment of inventory		-			21,754
Total operating expenses		45,900			64,874
Loss from Operations		(45,819	)		(64,688	)
Other income (expenses)
Interest income		21			54
Total other income (expenses), net		21			54
Loss from operations before income taxes		(45,798	)		(64,634	)
Income tax expense		-			-
Net Loss	$	(45,798	)	$	(64,634	)
Basic and diluted loss per share	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding		23,889,500			23,889,500

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

~~The~~ITEM ~~accompanying~~7A. ~~notes~~QUANTITATIVE ~~are~~AND anQUALITATIVE ~~integral~~DISCLOSURES ~~part~~ABOUT ofMARKET ~~these financial statements~~RISK

FWe are a smaller reporting company as defined by Rule 12b-42 of the Exchange Act and are not required to provide the information under this item.

~~ADORBS INC~~ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

~~Statements~~The information ofrequired ~~Changes~~by this Item is incorporated herein by reference to the consolidated financial statements and supplementary data set forth in ~~Shareholders’~~Item ~~Deficit~~15. Exhibits, Financial Statement Schedules of Part IV of this Annual Report.

	Common Stock				Additional paid in		Accumulated
	Shares		Amount		capital		Deficit			Total
Balance, December 31, 2019		23,889,500	$	23,890	$	25,740	$	(72,879	)	$	(23,249	)
Net loss				-		-		(64,634	)		(64,634	)
Balance, December 31, 2020		23,889,500	$	23,890	$	25,740	$	(137,513	)	$	(87,883	)

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

	Common Stock				Additional paid in		Accumulated
	Shares		Amount		capital		Deficit			Total
Balance, December 31, 2020		23,889,500	$	23,890	$	25,740	$	(137,513	)	$	(87,883	)
Net loss				-		-		(45,798	)		(45,798	)
Balance, December 31, 2021		23,889,500	$	23,890	$	25,740	$	(183,311	)	$	(133,681	)

None.

~~The accompanying notes are an integral part of these financial statements~~14

~~F-5~~ITEM 9A. CONTROLS AND PROCEDURES

~~ADORBS~~Disclosure ~~INC.~~Controls and Procedures

~~Statements~~We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act that are designed to ensure that information required to be disclosed by us in the reports that we file or submit 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 our senior management, consisting of ~~Cash~~David ~~Flows~~Lazar, Chief Executive Officer, Treasurer and Secretary (Principal Executive Officer and Principal Financial Officer), as appropriate to allow timely decisions regarding required disclosure.

	Year Ended
	December 31,
	2021			2020
Cash Flows From Operating Activities
Net loss	$	(45,798	)	$	(64,634	)
Adjustments to reconcile net income to net cash provided by operating activities:
Changes in operating assets and liabilities:
Accounts receivable		-			87
Prepaid expenses		-			12,089
Inventory		-			21,790
Accrued payable and accrued liabilities		-			(7,355	)
Net cash used in operating activities		(45,798	)		(38,023	)
Cash Flows From Financing Activities
Proceeds from related party loans		41,704			31,751
Net cash provided by financing activities		41,704			31,751
Net (decrease) increase in cash and cash equivalents		(4,094	)		(6,272	)
Cash and cash equivalents, beginning of year		13,593			19,865
Cash and cash equivalents, end of year	$	9,499		$	13,593
Supplemental disclosure of cash flow information
Cash paid for income tax expense	$	-		$	-
Cash paid for interest expense	$	-		$	-

We carried out an evaluation, under the supervision and with the participation of our senior management, consisting of David Lazar, Chief Executive Officer, Secretary and Treasurer (Principal Executive Officer and Principal Financial Officer) of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, David Lazar, Chief Executive Officer, Treasurer and Secretary (Principal Executive Officer and Principal Financial Officer) concluded that our disclosure controls and procedures were not effective.

~~The~~Management’s ~~accompanying~~Report ~~notes~~on ~~are~~Internal anControl ~~integral~~Over ~~part~~Financial ~~of these financial statements~~Reporting

FOur management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-615(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

~~ADORBS~~● ~~INC~~Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and ● 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.

~~NOTES~~Because of TOits ~~FINANCIAL~~inherent ~~STATEMENTS~~ limitations, internal control over financial reporting may not prevent or detect misstatements. 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 or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

~~Note~~As of 1December –31, ~~Organization~~2022, our management, consisting of David Lazar, Chief Executive Officer, Treasurer and ~~basis~~Secretary (Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of ~~accounting~~our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments. Based on that evaluation, we believe that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

~~Basis of Presentation and Organization~~15

~~Adorbs~~The matters ~~Inc.~~involving isinternal acontrols ~~Nevada~~and ~~corporation.~~procedures ~~Adorbs is a~~that ~~developmental~~our ~~stage~~management ~~corporation~~considered ~~formed~~ to ~~provide~~be ~~organic~~material ~~children’s~~weaknesses ~~clothing~~under ~~designed~~the tostandards beof ~~cute,~~the Public ~~comfortable,~~Company Accounting Oversight Board were: (1) lack of a functioning audit committee and ~~trendy.~~a ~~The~~lack of independent directors on our ~~Company~~Board, ~~was~~resulting ~~incorporated~~in ~~under~~ineffective oversight in the ~~laws~~establishment and monitoring of ~~the~~required ~~State~~internal controls and procedures; (2) inadequate segregation of ~~Nevada~~duties onconsistent ~~October~~with ~~18,~~control ~~2017~~objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The ~~company~~aforementioned ~~office~~material isweaknesses ~~located~~were atidentified ~~234~~by EMr. ~~Beech Street~~Lazar, ~~Long~~ ~~Beach~~Chief Executive Officer, NYTreasurer ~~11561. On~~and ~~that~~Secretary ~~date,~~(Principal Executive ~~the~~Officer ~~Company~~and ~~was~~Principal ~~authorized~~Financial toOfficer) ~~issue~~in ~~75,000,000~~connection ~~shares~~with the review of ~~common~~our ~~stock~~financial atstatements ~~$0.001~~as ~~par~~of ~~value~~December 31, 2022.

~~The~~Management believes ~~accompanying~~that ~~financial~~the ~~statements~~material ~~are~~weaknesses ~~prepared on~~set ~~the~~forth ~~basis~~in ofitems ~~accounting~~(2) ~~principles~~and ~~generally~~(3) ~~accepted~~above indid ~~the~~not ~~United~~have ~~States~~an ofeffect ~~America~~on ~~(“GAAP”)~~our financial results. ~~The~~However, management ~~Company~~believes isthat athe ~~development stage~~lack ~~enterprise~~of ~~devoting~~a ~~substantial~~functioning ~~efforts~~audit tocommittee ~~establishing~~and athe ~~new~~lack ~~business,~~of ~~financial~~independent ~~planning,~~directors ~~raising~~on ~~capital,~~our ~~and~~Board ~~research~~results ~~into~~in ~~products~~ineffective ~~which~~oversight ~~may~~in ~~become~~the ~~part~~establishment and monitoring of ~~the~~required ~~Company’s~~internal ~~product~~controls ~~portfolio.~~and ~~The~~procedures, ~~Company~~which ~~has~~could ~~realized~~result ~~nominal~~in ~~sales~~a ~~for~~material ~~the~~misstatement in ~~year~~our ~~ended~~financial ~~December~~statements ~~31, 2021~~in future periods.

The accompanying financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management ~~of the Company~~’s isRemediation making efforts to raise additional funding until an amended registration statement relating to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital, or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.Initiatives

~~Note~~In an 2effort –to ~~Summary~~remediate ofthe ~~significant~~identified ~~accounting assumptions~~material weaknesses and ~~policies~~other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

~~Covid-19~~Assuming we are able to secure additional working capital, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us.

~~In March 2020, the World Health Organization categorized~~We ~~the~~also ~~novel~~plan ~~coronavirus (COVID-19) as a pandemic, and it continues~~ to ~~spread~~appoint ~~throughout~~one ~~the~~or ~~United States and the rest of the world with different geographical locations impacted~~ more ~~than~~outside ~~others.~~directors ~~The outbreak of COVID-19 and public and private sector measures~~ to ~~reduce its~~our ~~transmission,~~Board ~~such~~who asshall ~~the~~be ~~imposition~~appointed ~~of social distancing and orders~~ to ~~work-from-home,~~an ~~stay-at-home~~audit ~~and~~committee ~~shelter-~~resulting in~~-place,~~ ~~have had~~ a ~~minimal~~fully ~~impact on our day to day operations. However this could impact our efforts to enter into a business combination as other businesses~~functioning ~~have~~audit ~~had~~committee towhich ~~adjust,~~will ~~reduce~~undertake orthe ~~suspend~~oversight ~~their~~in ~~operating~~the ~~activities.~~establishment ~~The~~and ~~extent~~monitoring of ~~the~~required ~~impact~~internal ~~will~~controls ~~vary~~and ~~depending~~procedures onsuch as ~~the~~reviewing ~~duration~~ and ~~severity of~~approving ~~the~~estimates ~~economic~~ and ~~operational~~assumptions ~~impacts~~made ofby ~~COVID-19~~management. ~~The Company is unable to predict the ultimate impact at this time.~~

~~Going~~Management believes ~~Concern~~that the appointment of one or more independent directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of independent directors on our Board.

~~The Company has an accumulated deficit of $183,311~~We ~~and~~anticipate athat ~~working capital deficit of $133,680 as of December 31, 2021, and had a working capital deficit of $87,883 as of December 31, 2020. As a result of~~ these ~~factors,~~initiatives ~~management~~will ~~has~~be ~~determined~~implemented ~~that~~in ~~there~~conjunction iswith ~~substantial doubt about~~ the ~~Company~~growth ~~ability~~of toour ~~continue as a going concern~~business.

~~These financial statements of the Company have~~Changes ~~been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities~~ in ~~the~~Internal ~~normal~~Control ~~course of business~~ over aFinancial ~~reasonable period of time. The financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties.~~Reporting

~~Cash~~There has ~~and~~been ~~Cash~~no ~~Equivalents~~change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of December 31, 2022, that occurred during our fourth quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~For purposes of reporting within the statements~~ITEM of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents9B. AsOTHER ~~of December 31, 2021 and December 31, 2020, the on hand cash balances were $9,499 and $13,593 respectively.~~INFORMATION

~~Prepaid Expenses~~None.

~~Prepaid expenses are recorded at fair market value.~~ITEM As9C. DISCLOSURE ofREGARDING ~~December~~FOREIGN ~~31,~~JURISDICTIONS ~~2021~~THAT ~~and~~PREVENT ~~2020, the balances of prepaid expenses were $-0- and $-0- respectively~~INSPECTIONS

~~F-7~~None.

~~Inventory~~ 16

~~Inventory, which is comprised of children’s~~PART ~~clothing and is charged to inventory when purchased, is stated at the lower of cost or net realizable value with cost determined under the first-in, first-out (“FIFO”) method.~~III

~~The Company evaluates inventory levels quarterly~~ITEM ~~value based upon assumptions about future demand and market conditions~~10. ~~Any inventory that has a cost basis in excess of its expected net realizable value~~DIRECTORS, ~~inventory~~EXECUTIVE ~~that~~OFFICERS ~~becomes~~AND ~~obsolete,~~CORPORATE inventory in excess of expected sales requirements, inventory that fails to meet commercial sale specifications or is otherwise impaired are written down with a corresponding charge to the statement of operations in the period that the impairment is first identified. The Company performed its evaluation on September 30, 2020 and December 30, 2020 and determined that due to nominal sales during the last twelve months and due to the ongoing Covid-19 situation an impairment of the inventory was required. As a result during the year ended December 31, 2020 the Company impaired approximately 100% of its inventory cost and record a write-down of $21,754 which was charged to “loss on the impairment of inventory” on the Company’s.GOVERNANCE

~~Revenue~~Officers and ~~Recognition~~Directors

~~The~~Our officers ~~Company~~are ~~recognizes~~elected ~~revenues~~by ~~when~~the ~~delivery of~~Board ~~goods~~to ora ~~completion~~term of ~~services~~one ~~has~~(1) ~~occurred~~year ~~provided~~and ~~there~~serve isuntil ~~persuasive~~their ~~evidence~~successor ofis anduly ~~agreement,~~elected ~~acceptance~~and ~~has been approved by its customers~~qualified, ~~the fee is fixed~~ or ~~determinable~~until ~~based~~they are onremoved ~~the~~from ~~completion~~office. ofThe ~~stated~~Board ~~terms~~has ~~and~~no ~~conditions~~nominating, ~~and~~auditing ~~collection~~or ofcompensation ~~any related receivable is probable~~committees.

The ~~Company defers any revenue for which the product~~ isname, ~~subject to right of return until such time as the 30 days has elapsed~~address, age and noposition ~~refund will be required. As~~ of ~~December~~our ~~31,~~officers ~~2021~~ and ~~2020,~~ ~~the~~directors ~~Company~~are ~~recorded~~set ~~total deferred revenue of~~forth ~~$-0- and $-0- respectively~~below:

Long-lived assets

NAME AND ADDRESS		AGE		POSITION(S)		DATE OF APPOINTMENT
David Lazar		32		Chief Executive Officer, Treasurer, Secretary and Director		July 2020

~~The Company accounts for its long-lived assets~~Business in accordance with FASB ASC 360-10, “Property, Plant and Equipment” which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposal value.Experience

~~Income~~David Lazar, ~~Taxes~~32, has been CEO and Chairman of the Company since July, 2020. Mr. Lazar has been a partner at Zenith Partners International since 2013, where he specializes in research and development, sales and marketing. From 2014 through 2015, David was the Chief Executive Officer of Dico, Inc., which was then sold to Peekay Boutiques. Since February of 2018, Mr. Lazar has been the managing member of Custodian Ventures LLC, where he specializes in assisting distressed public companies. Since March 2018, David has acted as the managing member of Activist Investing LLC, which specializes in active investing in distressed public companies. David has a diverse knowledge of financial, legal and operations management; public company management, accounting, audit preparation, due diligence reviews and SEC regulations.

~~The Company accounts for income taxes pursuant~~Board to FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.Committees

The ~~Company maintains a 100% valuation allowance~~ ~~with~~Board ~~respect~~has ~~to deferred tax assets, therefore there are~~ no ~~deferred~~standing ~~taxes on the Company’s Balance Sheet~~committees. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. As of December 31, 2021 the Company had a net loss carryforward of approximately $183,000.

~~Changes in circumstances, such as the Company~~Family generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.Relationships

~~F-8~~Rachel Martinuik and Nick Martinuik are married.

~~Fair~~Involvement in ~~Value~~Certain ~~Measurement~~Legal Proceedings

~~The Company values its convertible notes and amounts~~No ~~due~~executive toofficer ~~related~~or ~~partings~~director ~~and~~of ~~short~~ours ~~term~~has ~~loans~~been ~~payable~~involved ~~under~~in ~~FASB~~the ~~ASC~~last ~~820~~ten ~~which~~years ~~defines~~in ~~fair~~any ~~value,~~of ~~establishes~~the ~~a framework for measuring fair value, and expands disclosures about fair value measurements.~~following:

~~Fair~~● ~~value~~Any isbankruptcy ~~the~~petition ~~price~~filed ~~that~~by ~~would~~or beagainst ~~received to~~any ~~sell~~business anor ~~asset~~property of such person, or ~~paid~~of towhich ~~transfer~~such aperson ~~liability~~was ina angeneral ~~orderly~~partner ~~transaction~~or ~~between~~executive ~~market~~officer ~~participants~~either at the ~~measurement~~time ~~date~~of ~~(exit~~the ~~price). The~~bankruptcy ~~Company~~or ~~utilizes~~within ~~market~~two ~~data~~years orprior ~~assumptions~~to that ~~market~~time; ~~participants~~● ~~would~~Any ~~use~~conviction in ~~pricing~~a ~~the~~criminal ~~asset~~proceeding or ~~liability,~~being ~~including~~subject ~~assumptions about~~to ~~risk~~a ~~and~~pending ~~the~~criminal ~~risks~~proceeding ~~inherent~~(excluding intraffic ~~the~~violations ~~inputs~~and toother ~~the~~minor ~~valuation~~offenses); ~~technique.~~● ~~These~~Being ~~inputs~~subject ~~can~~to beany ~~readily~~order, ~~observable~~judgment, ~~market~~or ~~corroborated~~decree, or ~~generally~~not ~~unobservable.~~subsequently ~~The~~reversed, ~~Company~~suspended ~~classifies~~or ~~fair~~vacated, ~~value~~of ~~balances~~any ~~based~~court ~~on the observability~~ of ~~those~~competent ~~inputs.~~jurisdiction, ~~ASC~~permanently ~~820~~or ~~establishes a~~temporarily ~~fair~~enjoining, ~~value~~barring, ~~hierarchy~~suspending ~~that~~or ~~prioritizes~~otherwise ~~the~~limiting ~~inputs~~his ~~used~~involvement ~~to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices~~ in ~~active~~any ~~markets~~type ~~for~~of ~~identical~~business, ~~assets~~securities or ~~liabilities~~banking ~~(level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).~~activities;

~~The three levels of the fair value hierarchy are as follows:~~17

~~Level~~● 1Being –found ~~Quoted~~by ~~prices~~a ~~are~~court ~~available~~of competent jurisdiction (in ~~active~~ ~~markets~~a ~~for~~civil ~~identical~~action), ~~assets~~the SEC or ~~liabilities~~the asCommodity ofFutures Trading Commission to have violated a federal or state securities or commodities law, and the ~~reporting~~judgment ~~date.~~has ~~Active~~not ~~markets~~been ~~are~~reversed, ~~those~~suspended, inor ~~which~~vacated; ~~transactions~~● ~~for~~Being the ~~asset~~ subject of or ~~liability~~a ~~occur~~party into ~~sufficient~~any ~~frequency~~judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist ~~volume~~order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or ● Being the subject of or a party to ~~provide~~any ~~pricing~~sanction ~~information~~or onorder, annot ~~ongoing~~subsequently ~~basis.~~reversed, ~~Level~~suspended 1or ~~primarily~~vacated, ~~consists~~of any self-regulatory organization (as defined in Section 3(a)(26) of ~~financial~~ ~~instruments~~the ~~such~~Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange~~-traded~~, ~~derivatives~~association, ~~marketable~~entity ~~securities~~or ~~and~~organization ~~listed~~that ~~equities~~has disciplinary authority over its members or persons associated with a member.

~~Level 2 - Valuations for assets and liabilities~~Compliance ~~that~~with ~~can~~Section be16(a) ~~obtained~~of ~~from readily available pricing sources via independent providers for market transactions involving similar assets or liabilities. The Company’s principal markets for these securities are~~ the ~~secondary~~Exchange ~~institutional markets, and valuations are based on observable market data in those markets.~~Act

~~Level~~Section 316(a) –of ~~Pricing~~the ~~inputs~~Securities ~~include~~and ~~significant~~Exchange Act ~~inputs~~of ~~that~~1934 ~~are~~requires ~~generally~~the ~~less~~Company’s ~~observable~~directors ~~from~~and ~~objective~~executive ~~sources.~~officers, ~~These~~and ~~inputs~~persons ~~may~~who beown ~~used~~beneficially ~~with~~more ~~internally~~than ~~developed~~ten ~~methodologies~~percent ~~that~~(10%) of ~~result~~the ~~in management~~Company’s ~~best~~Common ~~estimate~~Stock, to file reports of ~~fair~~ownership ~~value~~and changes of ownership with the Securities and Exchange Commission. ~~The~~Copies of all filed reports are required to be furnished to the Company ~~uses~~pursuant ~~Level~~to 3Section 16(a). Upon review, the Company noted that none of our current officers and director has filed reports required to ~~value~~be ~~its~~filed ~~derivative~~under ~~instruments~~Section 16(a).

~~Employee~~Code of ~~Stock-Based~~Ethics ~~Compensation~~and Business of Conduct.

~~The Company accounts for stock-based compensation~~We incurrently ~~accordance~~do ~~with~~not ~~ASC~~have ~~718~~a ~~Compensation~~code ~~- Stock Compensation (“ASC 718”). ASC 718 addresses all forms~~ of ~~share-based~~ethics ~~payment (“SBP”) awards including shares issued under employee stock purchase plans~~ and ~~stock~~business ~~incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number~~ of ~~awards~~conduct ~~that are expected to vest and will result in a charge to operations~~policy.

~~Estimates~~ITEM 11. EXECUTIVE COMPENSATION

The following ~~financial~~table ~~statements~~shows ~~are~~for ~~prepared on~~ the ~~basis of~~period ~~accounting~~ended ~~principles~~December ~~generally~~31, ~~accepted~~2022 inand 2021, the ~~United~~compensation ~~States~~awarded of(earned) ~~America.~~or ~~The~~paid ~~preparation~~by ofthe ~~financial~~Company ~~statements~~to ~~in conformity with~~its ~~generally~~named ~~accepted~~executive ~~accounting~~officer ~~principles~~or ~~requires~~the ~~management~~person toacting ~~make~~in ~~estimates~~a ~~and~~similar ~~assumptions~~capacity as that ~~affect~~term ~~the~~is ~~reported~~defined ~~amounts~~in ofItem ~~assets and~~402(a)(2) ~~liabilities as~~ of ~~December~~Regulation ~~31,~~S-K. ~~2021~~There are ~~and~~no ~~December~~understandings ~~31,~~or ~~2020,~~agreements ~~and~~regarding ~~expenses~~compensation ~~for~~that ~~the~~our ~~year~~management ~~ended~~will ~~December~~receive ~~31,~~after ~~2021~~a ~~and~~business ~~December~~combination ~~31,~~that ~~2020.~~is required ~~Actual~~to ~~results~~be ~~could~~included ~~differ~~in ~~from~~this ~~those~~table, ~~estimates~~or ~~made by management~~otherwise.

~~Subsequent~~Summary Compensation ~~Event~~Table

The Company evaluated subsequent events through the date when financial statements are issued for disclosure consideration.

Name and Principal Position(1)

Year

Salary
($)

Bonus
($)

Stock

Awards
($)

Option
Awards
($)

Non-Equity Incentive Plan Compensation
($)

Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)

All Other
Compensation

($)

Total
($)

David Lazar
Chief Executive Officer, Secretary,

2022

Treasurer and Director

2021

~~F-9~~18

~~Recent~~Compensation of ~~Accounting Pronouncements~~Directors

InOur director ~~February~~is ~~2016,~~not ~~the~~compensated ~~FASB~~by ~~issued~~us ~~an accounting standards update~~ for ~~leases.~~acting The ASU introduces a lessee model that brings most leases on the balance sheet. The new standard also aligns many of the underlying principles of the new lessor model with those in the current accounting guidance as ~~well as the FASB’s new revenue recognition standard~~such. ~~However,~~There ~~the~~are ~~ASU~~no ~~eliminates~~arrangements ~~the~~pursuant ~~use~~to ofwhich ~~bright-line~~our ~~tests~~sole indirector ~~determining~~is ~~lease~~or ~~classification~~will asbe ~~required~~compensated in the ~~current~~future guidance. The ASU also requires additional qualitative disclosures along with specific quantitative disclosures to better enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The pronouncement is effective for ~~annual~~any ~~reporting~~services ~~periods~~provided ~~beginning~~as ~~after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020, for non-public entities using~~ a ~~modified retrospective approach~~director. Early adoption is permitted. The Company is still evaluating the impact that the new accounting guidance will have on its financial statements and related disclosures and has not yet determined the method by which it will adopt the standard.

~~Note~~Employment Contracts, 3Termination –of ~~Related~~Employment, ~~party~~Change-in-Control ~~transactions~~Arrangements

~~During~~We currently ~~the~~have ~~year~~25 ~~ended~~employees, ~~December~~both ~~31,~~two ~~2021,~~of ~~David Lazar~~whom ~~paid~~are ~~accounting~~officers and ~~audit~~directors ~~expenses on behalf~~ of ~~the~~ADOB ~~Company~~and ~~totalling $41,704~~MySpray. AsThe ofother ~~December~~3 ~~31,~~employees ~~2021,~~are ~~the~~under ~~Company~~contractwith MySpray. ~~had~~They ainclude ~~loan~~two ~~payable of~~therapists ~~$73,616~~and toan ~~David~~officer ~~Lazar~~manager. AsThe oftherapists ~~December~~are ~~31,~~paid ~~2021~~per patient and ~~December 31~~therapy, ~~2020,~~have ~~the Company also had~~ a ~~loan~~thirty ~~payable~~day ~~of $69,137, to Rebecca Lazar,~~mutual ~~the~~termination ~~former~~notice ~~President~~requirement and ~~Chief~~a ~~Executive~~one-year ~~Officer~~non-compete clause. ~~These~~Our ~~loans~~office ~~are~~manager ~~both~~is ~~unsecured,~~paid ~~non-interest~~an ~~bearing~~annual ~~promissory~~salary ~~notes~~with ~~and~~a ~~are~~thirty ~~payable~~day mutual ontermination ~~demand~~notice requirement.

~~Note~~There are 4no –compensation ~~Common~~plans ~~stock~~or arrangements, including payments to be made by us, with respect to David Lazar, ____, or ____ that would result from the resignation, retirement or any other termination.

~~The~~There are ~~Company~~no isarrangements ~~authorized~~for toofficers, ~~issue~~employees ~~75,000,000 shares~~or ofconsultants ~~$.001~~that ~~par~~would ~~value~~result ~~common~~from ~~stock~~a change-in-control.

~~There~~ITEM 12. ~~were~~SECURITY noOWNERSHIP ~~share~~OF ~~issuances~~CERTAIN inBENEFICIAL ~~2021~~OWNERS orAND ~~2020.~~MANAGEMENT AND RELATED STOCKHOLDER MATTERS

AsThe following table sets forth, as of ~~December~~the 31date of March 1, ~~2021~~2023, the total number of shares owned beneficially by our sole officer and ~~2020~~director, and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what his ownership will be assuming completion of 23the sale of all shares in this offering. The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules,~~889,500~~ beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and 23also any shares which the individual has the right to acquire within 60 days of March 1,~~889~~ 2023,~~500~~ ~~shares~~through the exercise of ~~common~~any stock ~~issued~~option or other right. Unless otherwise noted, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them. As of March 1, 2023 there were 644,889,500 shares outstanding.

Note 5 – Subsequent events

Name	Number of Shares of Common Stock		Percentage
David Lazar (1)		49,000,000		7.60	%

Nichol Martinuik (2)		227,500,000		35.27	%

Rachel Martinuik (3)		227,500,000		35.27	%

Qatar Consulting Inc. & Company (4)		69,000,000		10.70	%

Broadway Creative Consultants Corp. (5)		69,000,000		10.70	%

All executives officers, directors, and beneficial ownership thereof as a group (1 person)		49,000,000		7.6	%

There are no other officers, directors or 5 % shareholders.

~~In accordance with SFAS 165~~ (~~ASC 855-10~~1) ~~management has~~His ~~performed~~mailing anaddress ~~evaluation~~is of234 ~~subsequent~~E. ~~events~~Beech ~~through~~St. ~~February~~Long 1Beach, ~~2022~~New ~~and~~York ~~has~~11561. ~~determined~~The ~~that~~shares itare ~~does~~held ~~not~~by ~~have~~Activist ~~any~~Investing ~~material~~LLC, ~~subsequent events~~of towhich, ~~disclose~~Mr. inLazar ~~these~~is ~~financial~~the ~~statements~~managing member.

~~F-10~~(2) His mailing address is 125 Railway Avenue East, Canora, Saskatchewan, Canada, S0A0L0.

~~ITEM 15.~~(3) ~~EXHIBITS~~Her mailing address is 125 Railway Avenue East, ~~FINANCIAL~~Canora, ~~STATEMENT~~Saskatchewan, ~~SCHEDULES~~Canada, S0A0L0.

3.1	Articles of Incorporation of the Company Inc., as amended on March 16, 2018 (incorporated by reference to our Registration Statement on Form S-1 filed on January 19, 2018)
3.2	Bylaws of the Company Inc. (incorporated by reference to our Registration Statement on Form S-1 filed on January 19, 2018)
22	Demand Promissory Note Payable to Activist Investing LLC (incorporated by reference to our Registration Statement on 10-12G/A filed on December 22, 2020)
23	Demand Promissory Note Payable to Rebecca Lazar (incorporated by reference to our Registration Statement on 10-12G/A filed on December 22, 2020)
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Schema Document
101.CAL	XBRL Calculation Linkbase Document
101.DEF	XBRL Definition Linkbase Document
101.LAB	XBRL Label Linkbase Document
101.PRE	XBRL Presentation Linkbase Document

(4)

Control person is Ismail Abdul Fattah. The mailing address is 1105, 510 6th Avenue SE, Calgary Alberta T2G 1L7.

13(5) Control Person is Bailey Fischl. The mailing address is 628-6th Street East, Saskatoon, Saskatchewan, Canada S7H1C2.

~~SIGNATURE~~19

~~Pursuant~~ITEM 13. toCERTAIN ~~the~~RELATIONSHIPS ~~requirements~~AND ofRELATED ~~the Securities Exchange Act of 1934~~TRANSACTIONS, ~~the~~AND ~~registrant~~DIRECTOR ~~has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~INDEPENDENCE

	ADORBS INC.
Date: February 8, 2022	By:	/s/ David Lazar
		David Lazar, Chief Executive Officer and Chief Financial Officer (principal executive officer and principal financial and accounting officer)

Except as disclosed below, since the beginning of the fiscal year preceding the last fiscal year none of the following persons has had any direct or indirect material interest in any transaction to which our Company was or is a party, or in any proposed transaction to which our Company proposes to be a party:

~~Pursuant~~● toany ~~the~~Director ~~requirements~~or ofofficer ~~the Securities Exchange Act~~ of ~~1934,~~our ~~this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~Company;

Dated: February 8, 2022	/s/ David Lazar
	David Lazar
	President, Chief Executive Officer and Chief Financial Officer, and Director (Principal Executive Officer and Principal Financial Officer)

●

any proposed Director of officer of our Company;

14● any person who beneficially owns, directly or indirectly, shares carrying more than 5 percent of the voting rights attached to our Common Stock; or

●

any member of the immediate family of any of the foregoing persons (including a spouse, parents, children, siblings, and in-laws).

During the years ended December 31, 2022 and 2021, related party transactions were as follows:

Director Independence

We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our Board comprised of a majority of “Independent Directors.” We believe that our director currently does not meet the definition of “independent” as promulgated by the rules and regulations of NASDAQ.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed since incorporation for professional services rendered by the principal accountant for the audit of our financial statements and review of financial statements included in our quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

Fee Category

Year Ended

December 31,

2022

Year Ended

December 31,

2021

Audit fees (1):

63,000

14,400

Total fees

63,000

14,400

(1)

Audit fees consist of fees incurred for professional services rendered for the audit of financial statements, for reviews of our interim financial statements included in our quarterly reports on Form 10-Q, and for services that are normally provided in connection with statutory or regulatory filings or engagements.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

Given the small size of our Board as well as the limited activities of our Company, our Board acts as our Audit Committee. Our Board pre-approves all audit and permissible non-audit services. These services may include audit services, audit-related services, tax services, and other services. Our Board approves these services on a case-by-case basis.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

Report of Independent Registered Public Accounting Firm		F-2

Balance Sheets		F-3

Statements of Operations		F-4

Statements of Changes in Stockholders’ Equity		F-5

Statements of Cash Flows		F-6

Notes to Financial Statements		F-7

F-1

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Soul Biotechnology Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Soul Biotechnology Corporation as of December 31, 2022 and 2021, the related statements of operations, stockholders' equity (deficit), and cash flows for the years 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, 2022 and 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.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. 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 audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit 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 audit 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 audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

Critical audit matters are matters arising from the current-period audit of the 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.

We determined that there are no critical audit matters.

/S/ BF Borgers CPA PC (PCAOB ID 5041)

We have served as the Company's auditor since 2021

Lakewood, CO

March 10, 2023

F-2

SOUL BIOTECHNOLOGY CORPORATION

Consolidated Balance Sheets


	December 31,			December 31,
	2022			2021
Current assets
Cash and cash equivalents	$	41,808		$	9,499
Accounts receivable		1,344			-
Inventory		35,281			-
Prepaid and other assets		1,179			-
Total current assets		79,612			9,499
Goodwill		512,196			-
Intangible assets		88,923			-
Total assets	$	680,731		$	9,499

Liabilities and Stockholders’ Deficit
Current Liabilities
Accrued payable and accrued liabilities	$	42,953		$	428
Common stock payable		843,878			-
Due to related parties		227,704			142,752
Total current liabilities		1,114,535			143,180
Government loans		29,532			-
Total liabilities		1,144,067			143,180

Stockholders’ Deficit
Common stock, Par Value $0.001, 700,000,000 shares authorized, 75,000,000 and 23,889,500 shares issued and outstanding of shares as of December 31, 2022 and December 31, 2021, respectively		75,000			23,890
Additional paid in capital		25,740			25,740
Accumulated deficit		(525,881	)		(183,311	)
Accumulated other comprehensive loss		(38,195	)		-
Total stockholders’ deficit		(463,336	)		(133,681	)
Total liabilities and stockholders’ deficit	$	680,731		$	9,499

The accompanying notes are an integral part of these financial statements

F-3

SOUL BIOTECHNOLOGY CORPORATION

Consolidated Statements of Operations


	For the Year Ended
	December 31,
	2022			2021
Revenue, net
Revenue, net	$	296,597		$	81
Cost of sales		70,784			-
Gross margin		225,813			81

Operating expenses
General and administrative expenses		251,652			18,540
Professional fees		274,253			27,360
Amortization of intangible assets		40,764			-
Total operating expenses		566,668			45,900
Loss from Operations		(340,855	)		(45,819	)

Other income (expense)
Interest income (expense)		(1,715	)		21
Total other income (expenses), net		(1,715	)		21
Loss from operations before income taxes		(342,570	)		(45,798	)
Income tax expense		-			-
Net Loss	$	(342,570	)	$	(45,798	)

Basic and diluted loss per share	$	(0.00	)	$	(0.00	)

Weighted average number of shares outstanding		69,258,821			23,889,500

Comprehensive loss:
Net loss	$	(342,570	)	$	(45,798	)
Foreign currency translation adjustment		(38,195	)		-
Comprehensive loss	$	(380,765	)	$	(45,798	)

The accompanying notes are an integral part of these financial statements

F-4

SOUL BIOTECHNOLOGY CORPORATION

Consolidated Statements of Changes in Shareholders’ Deficit


	Common Stock				Additional Paid-in		Accumulated Other Comprehensive		Accumulated			Total Stockholders’
	Shares		Value		Capital		Income		Deficit			Deficit
Balance, December 31, 2020		23,889,500	$	23,890	$	25,740	$	-	$	(137,513	)	$	(87,883	)

Net loss				-		-		-		(45,798	)		(45,798	)

Balance, December 31, 2021		23,889,500	$	23,890	$	25,740	$	-	$	(183,311	)	$	(133,681	)

	Common Stock				Additional Paid-in		Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares		Value		Capital		Income			Deficit			Deficit
Balance, December 31, 2021		23,889,500	$	23,890	$	25,740		-		$	(183,311	)	$	(133,681	)

Shares issued with acquisition of MySpray		51,110,500		51,110										51,110

Change in exchange rates						-		(38,195	)					(38,195	)

Net loss											(342,570	)		(342,570	)

Balance, December 31, 2022		75,000,000	$	75,000	$	25,740	$	(38,195	)	$	(525,881	)	$	(463,336	)

The accompanying notes are an integral part of these financial statements

F-5

SOUL BIOTECHNOLOGY CORPORATION

Consolidated Statements of Cash Flows

(Unaudited)


	For the Nine Months Ended
	September 30,
	2022			2021
Cash Flows From Operating Activities
Net loss	$	(342,570	)	$	(45,798	)
Amortization of intangible assets		40,764
Adjustments to reconcile net income to net cash provided by operating activities:		-
Changes in operating assets and liabilities:
Accounts receivable					-
Inventory		14,748			-
Common stock payable		77,125
Accrued payable and accrued liabilities		10,769
Net cash used in operating activities		(199,165	)		(45,798	)

Cash Flows from Investing Activities
Acquisition of a business net of cash acquired		19,981			-
Net cash (used in) provided by investing activities		19,981			-

Cash Flows From Financing Activities
Common stock payable		196,864
Proceeds from related party loans, net of repayments		12,821			41,704
Net cash provided by financing activities		209,685			41,704

Effect of exchange rates on cash and cash equivalents		1,807
Net (decrease) increase in cash and cash equivalents		32,308			(4,094	)
Cash and cash equivalents, beginning of year		9,499			13,593
Cash and cash equivalents, end of year	$	41,808		$	9,499

Supplemental disclosure of cash flow information
Cash paid for income tax expense	$	-		$	-
Cash paid for interest expense	$	-		$	-

The accompanying notes are an integral part of these financial statements

F-6

SOUL BIOTECHNOLOGY COPRORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF THE BUSINESS

Basis of Presentation and Organization

Soul Biotechnology Corporation (“Soul”, or the “Company”) was incorporated under the laws of the State of Nevada on October 18, 2017 as Adorbs Inc. The Company changed its name to Soul Biotechnology Corporation on January 3, 2023.

Former management was comprised of two people, Rebecca Jill Lazar, Chief Executive Officer; and Michael Lazar, Chief Financial Officer. Due to the development stage of the Company, Ms. Lazar spent part of her time toward the everyday operations and forward movement of the corporation. Ms. Lazar’s responsibilities included acting as the Company’s creative designer as well as determining the overall design direction of the company and its marketing strategy. Ms. Lazar cultivated relationships with children’s clothing stores and manufacturers and spent the time necessary to oversee the product development, manufacturing, sales, and marketing campaigns, website design, and direct the primary operations of the business.

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

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

On June 22 2020, the Company appointed AJSH & Co. LLP, a PCOAB registered firm as its independent registered accounting firm who performed the Company’s audit for the period ended December 31, 2019 and has reviewed its financial statements for the three and nine-month period ended September 30, 2021.

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

F-7

On February 10, 2022, Soul Inc. (“ADOB,” or the “Company”) entered into a share exchange agreement (the “Share Exchange Agreement”) with MySpray Therapeutics Inc. (“MySpray”), an Saskatchewan, Canadian corporation, Nichol Martinuik (“Martinuik”) and Rachel Martinuik (“R. Martinuik”), the sole officers, directors, and shareholders of MySpray, Qatar Consulting Inc. & Company (“Qatar”), Broadway Creative Consultants Corp. (“Broadway”), and David Lazar (“Lazar”), as the sole officer and director of ADOB and the managing member of Activist Investing LLC. Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of MySpray was exchanged for (i) 51,110,500 shares of common stock of the Company at the Closing, and (ii) an additional 593,779,000 shares of common stock of ADOB, issued upon the increase in authorized shares of common stock of ADOB to 700,000,000, each of which is to be issued to Martinuik, R. Martinuik, Qatar, Broadway, and Activist, pro-rata, in accordance with the Share Exchange Agreement. The former stockholders of MySpray acquired a majority of the issued and outstanding common stock as a result of the share exchange transaction. The transaction has been accounted for as a recapitalization of the Company, whereby MySpray is the accounting acquirer.

On April 26, 2022, Adorbs Inc. (the “Company”) terminated its engagement with AJSH & Co LLP (“AJSH”), the Registrant’s prior independent registered public accounting firm, and thereafter provided AJSH with its disclosures in the Current Report on Form 8-K disclosing the termination of the engagement of AJSH and requested in writing that AJSH furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. AJSH’s response is filed as an exhibit to this Current Report on Form 8-K.

The auditor reports by AJSH contained in the financial statements of the Company for the years ended December 31, 2021 and 2020, filed as part of the annual reports on Form 10-K for the years ended December 31, 2021 and 2020, did not contain an adverse opinion or disclaimer of opinion or were qualified or modified as to uncertainty, audit scope or accounting principles, other than to state that there is substantial doubt as to the Company’s ability to continue as a going concern. There had been no disagreements with AJSH on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure during the fiscal years ended December 31, 2021 and 2020, nor in the subsequent periods through April 26, 2022.

The Company’s year-end is December 31.

All figures presented in this report are in US dollars unless stated otherwise.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING ASSUMPTIONS AND POLICIES

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with the FASB’s ASC, which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary MySpray Therapeutics Inc. All intercompany accounts and transactions are eliminated in consolidation.

Going Concern

F-8

The Company expects to generate operating cash flow that will be sufficient to fund presently anticipated operations although there can be no assurance. This raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing to supplement expected cash flow. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its operations become profitable.

The Company may attempt to raise capital in the near future through the sale of equity or debt financing; however, there can be assurances the Company will be successful in doing so. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all.

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 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 most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these consolidated financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Cash and Cash Equivalents

For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. As of December 31, 2022, and December 31, 2021, the on-hand cash balances were $41,808 and $9,499, respectively.

Inventory

Inventory, is stated at the lower of cost or net realizable value with cost determined under the first-in, first-out (“FIFO”) method. As of December 31, 2022, and December 31, 2021, inventory amounted to $35,281 and $-0-, respectively

Goodwill and Intangible Assets

Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisition is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. The Company’s amortizable intangible assets consist primarily of customer relationships, trademarks and product formulations. The useful life of these customer relationships is estimated to be three years.

Goodwill is not amortized but is subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures, and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then an impairment loss is recognized in an amount equal to the excess.

F-9

Revenue Recognition

The Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The guidance provided in Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”) requires entities to use a five-step model to recognize revenue by allocating the consideration from contracts to performance obligations on a relative standalone selling price basis. Revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. The standard also requires new disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ASC 606 also includes Subtopic 340-40, Other Assets and Deferred Costs – Contracts with Customers, which requires the deferral of incremental costs of obtaining a contract with a customer.

Foreign Currency Translation

The functional and reporting currency of MySpray is the Canadian dollar. Monetary assets denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Average monthly rates are used to translate revenues and expenses.

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

Assets and liabilities of the Company’s operations are translated into the reporting currency, United States dollars, at the exchange rate in effect at the balance sheet dates. Revenue and expenses are translated at average rates in effect during the reporting periods. Equity transactions are recorded at the historical rate when the transaction occurred. The resulting translation adjustment is reflected as accumulated other comprehensive income, a separate component of stockholders’ equity in the statement of stockholders’ equity.

Differences may arise in the amount of bad debt expense, depreciation expense and amortization expense reported in the Company’s operating results as compared to the corresponding change in the allowance for doubtful accounts, accumulated depreciation, and accumulated amortization, respectively, due to foreign currency translation. These translation adjustments are reflected in accumulated other comprehensive income, a separate component of the Company’s stockholders’ equity.

Long-lived assets

The Company accounts for its long-lived assets in accordance with Financial Accounting Standard Board (“FASB”) ASC 360-10, “Property, Plant and Equipment” which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses the recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposal value.

F-10

Income Taxes

The Company accounts for income taxes pursuant to FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a 100% valuation allowance with respect to deferred tax assets, therefore there are no deferred taxes on the Company’s Balance Sheet. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Fair Value Measurement

The Company values its convertible notes and amounts due to related partings and short-term loans payable under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The three levels of the fair value hierarchy are as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities, and listed equities.

Level 2 – Valuations for assets and liabilities that can be obtained from readily available pricing sources via independent providers for market transactions involving similar assets or liabilities. The Company’s principal markets for these securities are the secondary institutional markets, and valuations are based on observable market data in those markets.

Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company uses Level 3 to value its derivative instruments.

Employee Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718 Compensation-Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest, and will result in a charge to operations.

F-11

Net Loss per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

Subsequent Event

The Company evaluated subsequent events through the date when consolidated financial statements are issued for disclosure consideration.

Recent Accounting Pronouncements

There are no recent accounting pronouncements that have an impact on the Company’s operations

NOTE 3 – GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve months following the date of these consolidated financial statements. The Company has incurred significant operating losses since its inception. As of December 31, 2022, the Company had a working capital deficit of $1,034,923 and an accumulated deficit of $525,881.

The Company expects to generate operating cash flows that will be sufficient to fund presently anticipated operations although there can be no assurance. This raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing to supplement expected cash flow. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its operations become profitable.

NOTE 4 – BUSINESS ACQUISITION

On February 10, 2022, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with MySpray Therapeutics Inc. (“MySpray”), a Saskatchewan, Canadian corporation, Nichol Martinuik (“Martinuik”) and Rachel Martinuik (“R. Martinuik”), the sole officers, directors, and shareholders of MySpray, Qatar Consulting Inc. & Company (“Qatar”), Broadway Creative Consultants Corp. (“Broadway”), and David Lazar (“Lazar”), as the sole officer and director of the Company and the managing member of Activist Investing LLC (“Activist”). Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of MySpray was exchanged for (i) 51,110,500 shares of common stock of the Company at the Closing, and (ii) an additional 569,889,500 shares of common stock of ADOB, issued upon the increase in authorized shares of common stock of ADOB to 700,000,000, each of which is to be issued to Martinuik, R. Martinuik, Qatar, Broadway, and Activist, pro-rata, in accordance with the Share Exchange Agreement. As of the date of this Report, none of the 569,889,500 shares had been issued. The former stockholders of MySpray acquired a majority of the issued and outstanding common stock as a result of the share exchange transaction. The transaction has been accounted for as a recapitalization of the Company, whereby MySpray is the accounting acquirer.

F-12

For the acquisition of MySpray the following table summarizes the acquisition date fair value of the consideration paid, identifiable assets acquired and liabilities assumed:

Consideration paid

Schedule of cosideration paid
Common stock, 621,000,000 shares of the Company restricted common stock valued at $0.001 per share	$	621,000
Net liabilities assumed		62,777
Fair value of total consideration paid	$	683,777

Net assets acquired and liabilities assumed


Cash and cash equivalents	$	30,542
Accounts receivable		595
Inventory		53,431
Other assets		1,409
Total assets	$	85,977

Accounts payable and accrued liabilities		117,214
Government of Canada loan		31,540
Total liabilities		148,754

Net liabilities assumed	$	62,777

The Company has allocated the fair value of the total consideration paid of $547,022 to goodwill and $136,755 to intangible assets with a life of three years. The value of goodwill represents MySpray’s ability to generate profitable operations going forward. Management estimated the provisional fair values of the intangible assets and goodwill at February 10, 2022.

NOTE 5 – INTANGIBLE ASSETS

As of December 31, 2022, the balance of intangible assets was $88,923. During the year ended December 31, 2022, the Company recorded $40,764 in amortization expense. As discussed in Note 4, the intangible assets have been valued based on provisional estimates of fair value and are subject to change as the Company completes its valuation assessment by the completion of the one-year measurement period. Amortization for the following fiscal years is estimated to be: 2023 - $42,682; and 2024 - $42,682, 2025 -$3,559.

NOTE 6 – RELATED PARTY TRANSACTIONS

The Company has been funded by its executive officers, and officers of its subsidiary. As of December 31, 2022, the balance due to executive officers and a former officer amounted to $227,704 in the form of interest-free demand loans compared to $142,752 during the period ended December 31, 2021. During the year ended December 31, 2022, the Company’s officers have advanced $12,821, to the Company.

Additionally, an officer of MySpray owns the laboratory building that the Company occupies. He rents this facility to MySpray based on a verbal, month-to-month agreement. MySpray pays approximately $26,000 annually in rent. The Company believes that this rent expense is reasonable and comparable to the rent that would be charged to a third party.

F-13

NOTE 7 – COMMON STOCK AND COMMON STOCK PAYABLE

On May 5, 2022, the Company filed a Certificate of Amendment with the state of Nevada increasing its authorized shares from 75,000,000 to 700,000,000 shares of $0.001 par value common stock. As of December 31, 2022, and December 31, 2021, a total of 75,000,000 and 23,889,500 shares of common stock were issued and outstanding, respectively.

As of the date of this report, the Company had numerous shares issuable as part of the February 10, 2022 Share Exchange and for private placements accepted from investors during the year ended December 31, 2022. Since the Company has delayed issuing these shares the associated value of the shares has been recorded as a liability on the Company’s, Balance sheet. As of December 31, 2022 and December 31, 2021 the balance of Common Stock Payable was $843,878 and $-0-, respectively.

The amount of $843,878 is comprised of the following elements:

●

569,889,500 shares are issuable pursuant to the terms of the share Exchange Agreement. These shares were valued at a par value of $0.001, or $569,889

●

During the three months ended June 30, 2022 the Company raised $194,544, net, from sale of 21,000,000 shares to seven investors at average sale price of these shares was $0.017618 Cad per share, and the repurchase of 24,000,000 shares at an average price of $.00431 Cad.

●

6,000,000 shares are issuable to a consultant valued at $0.012854 per share valued at $77,125. The share price of $0.012854 is equivalent to the average purchase price of the Company’s recently completed private placements and repurchase of shares noted above.

None of the above-mentioned shares have been issued or retired as of December 31, 2022.

NOTE 8 – SUBSEQUENT EVENTS

In accordance with the Statement of Financial Accounting Standards (“SFAS”) 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the consolidated financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements except as follows:

Subsequent to December 31, 2022 the Company issued 569,889,500 shares related to the Share Exchange Agreement -see Note 7. Common Stock and Common Stock Payable. These shares were valued at a par value of $0.001, or $569,889.

F-14

The following exhibits are included as part of this report:

Exhibit No.		Description
21.1*		List of Subsidiaries

31.1/ 31.2 *		Certification of Principal Executive Officer and Principal Accounting and Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(A) or 15d-14(A) under the Securities Exchange Act of 1934

32.1/ 32.2 *		Certification of Principal Executive Officer and Principal Accounting and Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*		Inline XBRL Document Set for the financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

104*		Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set.

filed herewith

ITEM 16. FORM 10-K SUMMARY

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SOUL BIOTECHNOLOGY CORPORATION

Dated: March 13, 2023	By:	/s/ David Lazar
	Name:	David Lazar
	Title:	Chief Executive Officer, Treasurer and Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ David Lazar	Chief Executive Officer, Treasurer, Secretary and Director	March 13, 2023
David Lazar	(Principal Executive Officer, Principal Accounting and Financial Officer)

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