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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 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, 2023

 OR

 TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE

 For the Transition Period From ____________ to ____________

 Commission File Number: 000-55753

 Can B Corp.

 (f/k/a Canbiola, Inc.)

 (Exact name of registrant as specified in its charter)

 Florida

 20-3624118

 (State or other jurisdiction of

 incorporation or organization)

 (I.R.S. Employer

 Identification Number)

 960 South Broadway, Suite 120, Hicksville NY 11801

 (Address of principal executive offices)

 516 - 595-9544

 Registrant's telephone number, including area
code:

 None

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

 Tile of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 None

 CANB

 N/A

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

 Common Stock, Nil par value per share

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

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

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

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

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging Growth Company

 Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained herein, 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.

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

 Indicate by check mark whether
the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report.

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

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

 Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 The aggregate market value of voting stock held by
non-affiliates of the registrant on June 30, 2023, was $ 1,017,685 based on the last reported sale price of the registrant's Common
Stock on the OTC Markets on that date.

 As of April 12, 2024, the registrant had outstanding
 49,344,230 shares of common stock, $0.00 par value per share.

 Can B Corp.

 2023 FORM 10-K ANNUAL REPORT

 Item No.

 Description

 Page

 Cautionary Note Regarding Forward-Looking Statements

 Item 1.

 Business.

 Item 1A.

 Risk Factors.

 Item 1B.

 Unresolved Staff Comments.

 Item 2.

 Properties.

 Item 3.

 Legal Proceedings.

 Item 4.

 Mine Safety Disclosures.

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item 6.

 Selected Financial Data.

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 Item 8.

 Financial Statements and Supplementary Data.

 Item 9.

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

 Item 9A.

 Controls and Procedures.

 Item 9B.

 Other Information.

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 Item 11.

 Executive Compensation.

 Item 12.

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

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Item 14.

 Principal Accounting Fees and Services.

 Item 15.

 Exhibits, Financial Statement Schedules.

 Signatures

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 Certain statements contained or incorporated by reference
in this Annual Report on Form 10-K are considered forward-looking statements (within the meaning of the Private Securities Litigation
Reform Act of 1995) concerning our business, results of operations, economic performance and/or financial condition, based on management's
current expectations, plans, estimates, assumptions and projections. Forward-looking statements are included, for example, in the discussions
about:

 strategy;

 new product discovery and development;

 current or pending clinical trials;

 our products' ability to demonstrate efficacy or an acceptable safety profile;

 actions by regulatory authorities;

 product manufacturing, including our arrangements with third-party suppliers;

 product introduction and sales;

 royalties and contract revenues;

 expenses and net income;

 credit and foreign exchange risk management;

 liquidity;

 value of assets

 asset and liability risk management;

 the outcome of litigation and other proceedings;

 intellectual property rights and protection;

 economic factors;

 competition; and

 legal risks.

 Any statements contained in this report that are not
statements of historical fact may be deemed forward-looking statements. Forward-looking statements generally are identified by the words
"expects," "anticipates," "believes," "intends," "estimates," "aims,"
"plans," "may," "could," "will," "will continue," "seeks," "should,"
"predict," "potential," "outlook," "guidance," "target," "forecast,"
"probable," "possible" or the negative of such terms and similar expressions. Forward-looking statements are subject
to change and may be affected by risks and uncertainties, most of which are difficult to predict and are generally beyond our control.
Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update any forward-looking statement
in light of new information or future events, except as required by law, although we intend to continue to meet our ongoing disclosure
obligations under the U.S. securities laws and other applicable laws.

 We caution you that a number of important factors
could cause actual results or outcomes to differ materially from those expressed in, or implied by, the forward-looking statements, and
therefore you should not place too much reliance on them. These factors include, among others, those described herein, under "Risk
Factors" and elsewhere in this Annual Report and in our other public reports filed with the Securities and Exchange Commission.
It is not possible to predict or identify all such factors, and therefore the factors that are noted are not intended to be a complete
discussion of all potential risks or uncertainties that may affect forward-looking statements. If these or other risks and uncertainties
materialize, or if the assumptions underlying any of the forward-looking statements prove incorrect, our actual performance and future
actions may be materially different from those expressed in, or implied by, such forward-looking statements. We can offer no assurance
that our estimates or expectations will prove accurate or that we will be able to achieve our strategic and operational goals.

 Forward-looking statements are based on information
we have when those statements are made or management's good faith belief as of that time with respect to future events and are subject
to significant risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or
suggested by the forward-looking statements.

 Moreover, new risks regularly emerge, and it is not
possible for our management to predict or articulate all risks we face, nor can we assess the impact of all risks on our business or the
extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements.
All forward-looking statements included in this prospectus are based on information available to us on the date of this Annual Report.
Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above
and throughout this Annual Report.

 Item 1.

 Business

 Recent Developments

 In February 2024, our 67% owned subsidiary, Nascent
Pharma, LLC ("Nascent"), acquired composition of matter and use patents covering liquid formulations of cannabis, including,
among other things, beverages, tinctures, vape pen liquids and liquid filled capsules. Patented uses include using the liquid formulations
to alleviate numerous debilitating conditions, including cancer, irritable bowel syndrome, chronic pain, post-traumatic stress disorder,
anxiety, sleep disorders and opioid dependencies. Through Nascent, we plan to pursue opportunities to license, protect and develop uses
for the patents.

 An independent valuation firm valued the patents at
$122,000,000 in 2020, after taking into account the present value of projected income streams, applying a 90% discount and assuming a
revenue stream through August 2034. No assurance can be given that the patents will ultimately provide a revenue stream to the Company
or that the value of the patents will equal the value determined by the independent valuation firm.

 On March 14, 2024, an auction of the assets of our
hemp division was conducted under Article 9 of the Uniform Commercial Code following allegations by certain affiliated creditors that
we were in breach of our obligations under certain notes and a forbearance agreement. See "Item 3. Legal Proceedings."

 Following the auction, we have continued our hemp
operations on a reduced scale using equipment provided by third parties and the services of third-party processors. Historically, revenues
from our hemp division supported, in part, our durable medical equipment business conducted through Duramed, Inc. Due to reduced support
from the hemp division, Duramed, Inc. is operating with reduced staff which has adversely impacted revenues. While we plan to continue
our hemp and durable medical equipment operations for the near term, our primary focus will be on protecting and commercializing the cannabis
patents recently acquired by Nascent.

 Organization

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

 Around the first quarter
of 2017, the Company began to transition into the health and wellness space, including the development, processing and sale of hemp derived
products, and now operates three distinct divisions: retail sales, R&D and manufacturing, and durable medical devices. The Company
also has a hemp cultivation division which is currently non-operational.

 On May 15, 2017, WRAP changed
its name to Canbiola, Inc. to reflect its transition. On March 6, 2020 CANB changed its name to "Can B Corp." in order
to segregate its corporate identity from its lead products branded under the Canbiola brand.

 Effective December 27, 2010,
WRAP effected a 10 for 1 forward stock split of its common stock. Effective June 4, 2013, WRAP effected a 1 for 10 reverse stock split
of its common stock. On March 6, 2020, Can B effected a 1 for 300 reverse stock split of its common stock. On March 13, 2022, the
Company effectuated a 1 for 15 reverse split of its stock. The accompanying consolidated financial statements retroactively reflect these
stock splits.

 Business Divisions

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

 Hemp is thought to contain anywhere from 60 to over
100 naturally occurring compounds (cannabinoids) thought to interact with cannabinoid receptors present on the surface of cells in various
parts of the central nervous system. The effects of cannabinoids are thought to depend on the area of the brain involved. Cannabidiol
("CBD") is probably one of the most well-known of these compounds, thought to have many beneficial uses. CBD is incorporated
into many of the Company's products; however, the Company has recently begun extracting and processing cannabinol ("CBN"),
cannabigerol ("CBG"), delta-10 and delta-8 for its products and for wholesale to third-parties looking to incorporate such
compounds into their products. The Company has all of its hemp based raw materials to incorporate into products tested by a 3rd party
independent laboratory. The Company aims to be the premier provider of the highest quality natural hemp cannabinoid products on the market
through sourcing the very best raw material and developing a variety of products it believes will improve people's lives in a variety
of areas.

 I-

 Pure Health Products

 Pure Health Products, LLC,
a New York limited liability company ("PHP" or "Pure Health Products") is the Company's manufacturing arm.
PHP manufactures all of the Company's CBD products.

 In December, 2018, the Company acquired 100% of the
membership interests in Pure Health Products, with which it then had and currently has an exclusive production agreement, pursuant to
an Acquisition Agreement ("PHP Acquisition Agreement"). In January, 2019, PHP acquired certain assets from Seven Chakras,
LLC ("Seven Chakras"), a former competitor, which assets included the rights and title to (i) Seven Chakras' proprietary
formulas, methods, trade secrets, and know-how related to the production of Seven Chakras' CBD products, (ii) Seven Chakras'
tradename, domain name, and social media sites, and (iii) other assets of Seven Chakras including but not limited to raw materials, equipment,
packaging and labeling materials, mailing lists, and marketing materials.

 The Company currently has
two in-house branded CBD products that are manufactured by PHP and sold to consumers, Canbiola and Pure Leaf Oil.

 The Company's Canbiola
CBD products are sold via medical professionals under distribution agreements and directly by the Company via its website. The Canbiola
assets are held directly by the Company and include tinctures, soaps, bath soaks, cryo-gel, salves, massage oils, powders, capsules, and
roll-ons.

 All finished products are
stored for time- quality measurement, and each batch of every product is sent to an independent third-party lab for a Certificate of Analysis
("COA") of the finished products. These COA's are both listed on our web site and available via the QR code on every
retail package.

 In the 3 rd quarter
of 2023, the PHP assets were consolidated into the CO Botanicals facility and operations in Fort Morgan, CO and the Lacey, WA facility
was closed. Should the Superfood product line acquire new customers, all future production will be from the Fort Morgan Colorado CO Botanicals
facilities.

 II-

 Hemp Operating Division

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

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

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

 Around August 13, 2021, the
Company and TN Botanicals LLC, a Nevada limited liability company and wholly owned subsidiary of CANB ("TNB"), acquired assets
from Music City Botanicals, LLC, a Wisconsin limited liability company ("MCB") including certain equipment, inventory, and
intellectual property. In late 2022 the assets from TN Botanicals LLC were moved into consolidated operations under CO Botanicals, LLC
in Ft. Morgan, CO.

 From its Miami lab, the Company
processed hemp isolate into isomers such as CBN, CBG, delta-8 and delta-10. At its Tennessee location, the Company produced industrial
hemp, processes hemp biomass to isolate, processes isolate to isomers such as CBN, CBG, delta-8 and delta-10, and performed research and
development on cannabinoids such as such as CBN, CBG, delta-8, delta-10, CBD and CBDA. At its Colorado facilities, the Company produces
industrial hemp and processes hemp biomass to isolate. The biomass and isolate processed by the Company may be produced by the Company
or purchased from third parties. All of the Company's end products contain.3% or less of THC (delta-9). In late 2022 the Company
also closed its FL facility and moved the operating assets to Ft. Morgan, CO under the CO Botanicals, LLC operations.

 III-

 Durable Medical Equipment

 Through its medical device division, Duramed, Inc.
("Duramed") and Duramed MI LLC, a Nevada limited liability company fka DuramedNJ, LLC ("Duramed MI"), the Company
serves the post-surgery medical patient arena aiming to aid in recovery and pain reduction.

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

 On May 29, 2019, the Company created Duramed MI to
execute the same business strategy into the no-fault insurance market in New Jersey that it had developed in New York; however, Duramed
MI is not currently operating in NJ and fully developed its operations in Michigan. None of Duramed's products are reimbursable
under any federal program. Duramed has also expanded its product offerings to include certain back support braces which are sold to the
doctor offices and through no-fault insurance programs.

 Due to staffing and support funding, the Duramed operations
are on a reduced development basis while it continues to service the existing receivables and customer base.

 IV-

 Green Grow Farms

 Green Grow Farms, Inc., a
New York corporation ("GGFI" or "Green Grow") served as the Company's hemp cultivation arm. Through GGFI,
the Company grew its own hemp in New York and partnered with third party growers in other states whereby GGFI provided the farmers with
seed and training and splits profits with the farmers. Currently, it is less expensive to buy crude oil and isolate than to produce such
from hemp grown by the Company. Accordingly, the Company has stopped its Green Grow operations in favor of buying raw products from third
parties. If and when it makes economic sense to grow its own hemp again, the Company will resume Green Grow operations.

 V-

 Imbibe Wellness Solutions

 On February 22, 2021, the
Company entered into an agreement to purchase additional CBD brand assets from Imbibe Health Solutions, LLC, a Delaware limited liability
company. The assets have been placed into the Company's wholly owned subsidiary, Imbibe Wellness Solutions, LLC, a Nevada limited
liability company (fka Radical Tactical LLC) ("Imbibe Wellness"), and include the intellectual property rights, including
trademarks, logos, know how, formulations, productions procedures, copyrights, social media accounts, domain names and marketing materials.
Previously, Imbibe Wellness had a contract with Forever Brands LLC to produce Longevity Brand Superfood drink mix for Brooke Burke Body,
Inc. utilizing sister company Pure Health Products, LLC as the production arm. In late 2023, Forever Brands ceased operations thereby
ending the Superfood relationship and product line.

 VI.

 Nascent Pharma, LLC

 In February 2024, the Company's 67% owned subsidiary,
Nascent Pharma, LLC, acquired patents covering liquid formulations of cannabis. The patents relate to the extraction of pharmaceutically
active components from plant materials, and more particularly to the preparation of a botanical drug substance for incorporation into
a medicament and for use in pharmaceutical formulations, in particular comprising cannabinoids obtained from cannabis.

 The patents include both a composition of matter patent
and a method of use patent. The composition of matter patent covers liquid formulations of cannabis where the present cannabinoids are
more than 95% CBD, THC, CBN, CBDa, THCa, or several combinations thereof. This patent covers beverages, tinctures, vape pen liquids and
liquid filled capsules. This constitutes a considerable portion of the hemp and cannabis industry, potentially up to 50%.

 Patented uses include using the liquid formulations
to alleviate numerous debilitating conditions, including cancer, irritable bowel syndrome, chronic pain, post-traumatic stress disorder,
anxiety, sleep disorders and opioid dependencies.

 An independent valuation firm valued the patents at
$122,000,000 in 2020, after taking into account the present value of projected income streams, applying a 90% discount and assuming a
revenue stream through August 2034. The valuation of the patents included only CBD claims and only in the U.S. No assurance can be given
that the patents will ultimately provide a revenue stream to the Company or that the value of the patents will equal the value determined
by the independent valuation firm. Since the date of the valuation, the patents have become effective in Canada, Australia, New Zealand,
Israel and Brazil and have received additional divisional patents in the U.S. The priority date for the patents stems back to October
2013 and the patents have pending status in the European Union, India, China, Eurasia, South Korea, Mexico, Japan, and Colombia.

 Of significance, the patents survived an earlier invalidity
challenge in Federal Court.

 Through Nascent, the Company plans to pursue opportunities
to license and develop uses for the patents.

 FDA DISCLAIMER

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

 Competitive Conditions

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

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

 Intellectual Property

 The Company employs, through its Pure Health Product
LLC division product researchers and developers and technology experts who set the quality standards and new product
development status and time-line agendas under the direct supervision of the Company's management team.

 Other than the patents acquired by Nascent, the Company
has not been granted any patents or trademarks by the USPTO or by any patent or trademark office of a foreign nation.

 Employees

 The Company, directly or
through its subsidiaries, currently has 12 full-time employees.

 Reports to Security Holders

 Our common stock is registered
under the Exchange Act and we are required to file current, quarterly, and annual reports and other information with the SEC. You may read
and copy any document that we file at the SEC's public reference facilities at 100 F. Street, N.E., Washington, D.C. 20549. Please
call the SEC at 1-800-732-0330 for more information about its public reference facilities. Our SEC filings are available to you free of
charge at the SEC's web site at www.sec.gov. We are an electronic filer with the SEC and, as such, our information is available
through the Internet site maintained by the SEC that contains reports, proxy and information statements and other information regarding
issuers that file electronically with the SEC. This information may be found at www.sec.gov and posted on our website at www.canbcorp.com.

 Government Regulation

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

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

 Transfer Agent

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

 Item 1A.

 Risk Factors

 RISK FACTORS

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

 Risks Related to our
Common Stock

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

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

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

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

 variations in our operating results;

 changes in expectations of our future financial performance, including financial estimates by securities analysts and investors;

 changes in operating and stock price performance of other companies in our industry;

 additions or departures of key personnel; and

 future sales of our common stock.

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

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

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

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

 The market price for our
common stock may be particularly volatile given that we are a relatively small company and have experienced losses from operations that
could lead to wide fluctuations in our share price. You may be unable to sell your common stock at or above your purchase price if at
all, which may result in substantial losses to you.

 We do not anticipate
paying any cash dividends.

 We presently do not anticipate
that we will pay any dividends on any of our common stock in the foreseeable future. The payment of dividends, if any, would be contingent
upon our revenues and earnings, if any, capital requirements, and general financial condition. The payment of any dividends will be within
the discretion of our Board of Directors (the "Board"). We presently intend to retain all earnings to implement our business
plan; accordingly, we do not anticipate the declaration of any dividends in the foreseeable future.

 Our common stock may
be subject to penny stock rules, which may make it more difficult for our stockholders to sell their common stock.

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

 We may need additional
capital, and the sale of additional shares or other equity securities could result in additional dilution to our stockholders.

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

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

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

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

 As a public company, we are
required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. Section
404 of the Sarbanes-Oxley Act requires that we evaluate and determine the effectiveness of our internal control over financial reporting
and provide a management report on the internal control over financial reporting. If we have a material weakness in our internal control
over financial reporting, we may not detect errors on a timely basis and our consolidated financial statements may be materially misstated.
We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing
process, if we identify one or more material weaknesses in our internal control over financial reporting, our management will be unable
to conclude that our internal control over financial reporting is effective. Moreover, when we are no longer a smaller reporting company,
our independent registered public accounting firm will be required to issue an attestation report on the effectiveness of our internal
control over financial reporting. Even if our management concludes that our internal control over financial reporting is effective, our
independent registered public accounting firm may conclude that there are material weaknesses with respect to our internal controls or
the level at which our internal controls are documented, designed, implemented, or reviewed.

 If we are unable to
conclude that our internal control over financial reporting is effective, or when we are no longer a smaller reporting company, if
our auditors were to express an adverse opinion on the effectiveness of our internal control over financial reporting because we had
one or more material weaknesses, investors could lose confidence in the accuracy and completeness of our financial disclosures,
which could cause the price of our common stock to decline. Internal control deficiencies could also result in a restatement of our
financial results in the future. We have concluded that are internal controls have not been sufficient; however, we have begun to
take steps to remediate such insufficiencies. We have communicated to our accounting review firm and audit that we have accomplished
the following: (i) we have transitioned each operating subsidiary to a separate bookkeeping system (QuickBooks) and input data at
each operating location on a daily basis vs. previously batching data and inputting at corporate office. Corporate then verifies
data prior to accepting, (ii) we have a QuickBooks trained person with who inputs data on a real-time basis but not allowed at
subsidiary level to access or make certain changes, (iii) we have installed for the hemp division companies (Botanical Biotech
(Miami), TN Botanicals (TN), CO botanicals (CO) daily tracking procedures whereby every ounce and pound of raw materials (biomass or
crude) is tracked by lot number from input to processing through to finished product, (iv) our accounts receivable tracking system,
which is essentially our Duramed Division receivables, is now tracking by medical device unit number, by doctor, by location, by
insurance billing company, and we have a far more refined software track and billing system than we did prior quarters, (v) we have
consolidated banking to a master account with our primary bank (M&T Bank) by subsidiary, (vi) we have instituted a new procedure
for any payables which requires double confirmation to release any funds for any reason, (vii) and we have changed merchant accounts
to a single user to better tie out to bank balances and accounts receivable.,

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

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

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

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

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

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

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

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

 We are in default of payment obligations under
certain promissory notes.

 As of December 31, 2023, notes payable with principal
amounts totaling $8.9 million were past due. Although only the Arena Entities have elected to pursue remedies against us, no assurance can be given
that the other holders will not do so in the future. The institution of collection actions could have a material adverse effect on our
business and could force us to seek relief through insolvency or other proceedings.

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

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

 The issuance and sale
of common stock upon conversion of our convertible notes may depress the market price of our common stock.

 If sequential conversions
of the convertible notes and sales of such converted shares take place, the price of our common stock may decline, and as a result, the
holders of the convertible notes will be entitled to receive an increasing number of shares in connection with conversions, which shares
could then be sold in the market, triggering further price declines and conversions for even larger numbers of shares, to the detriment
of our investors. The shares of common stock which the convertible notes are convertible into may be sold without restriction pursuant
to Rule 144. As a result, the sale of these shares may adversely affect the market price, if any, of our common stock.

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

 The Company has 5,000,000
shares of preferred stock authorized. The shares of preferred stock of the Company may be issued from time to time in one or more series,
each of which shall have a distinctive designation or title as shall be determined by the board of directors of the Company prior to the
issuance of any shares thereof. The preferred stock shall have such voting powers, full or limited, or no voting powers, and such preferences
and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as adopted
by the board of directors. Because the board of directors is able to designate the powers and preferences of the preferred stock without
the vote of a majority of the Company's shareholders, shareholders of the Company will have no control over what designations and
preferences the Company's preferred stock will have. The issuance of shares of preferred stock or the rights associated therewith,
could cause substantial dilution to our existing shareholders. Additionally, the dilutive effect of any preferred stock which we may issue
may be exacerbated given the fact that such preferred stock may have voting rights and/or other rights or preferences which could provide
the preferred shareholders with substantial voting control over us and/or give those holders the power to prevent or cause a change in
control, even if that change in control might benefit our shareholders. As a result, the issuance of shares of preferred stock may cause
the value of our securities to decrease.

 Risks Related to our Business

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

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

 We may not be able
to raise capital when needed, if at all, which would force us to delay, reduce or eliminate our product development programs or commercialization
efforts and could cause our business to fail.

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

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

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

 Our historical financial
statements have been prepared under the assumption that we will continue as a going concern. Our independent registered public accounting
firm has expressed substantial doubt in our ability to continue as a going concern. Our ability to continue as a going concern is dependent
upon our ability to obtain additional equity financing or other capital, attain further operating efficiencies, reduce expenditures, and,
ultimately, generate more revenue. The doubt regarding our potential ability to continue as a going concern may adversely affect our ability
to obtain new financing on reasonable terms or at all. Additionally, if we are unable to continue as a going concern, our stockholders
may lose some or all of their investment in the Company.

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

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

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

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

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

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

 The Russia-Ukraine
and Israel-Hamas wars have disrupted global markets and my adversely impact our ability to obtain financing.

 On February
24, 2022, Russian military forces invaded Ukraine, and the length, impact, and outcome of the ongoing war in Ukraine is highly unpredictable.
On October 7, 2023, Hamas terrorists infiltrated Israel's border with the Gaza Strip and conducted a series of attacks on civilian
and military targets. Hamas has also launched extensive rocket attacks on Israeli population and industrial centers located along Israel's
border with the Gaza Strip and in other areas within the State of Israel. These attacks have resulted in extensive deaths, injuries and
kidnapping. Following the attack, Israel's security cabinet declared war against Hamas and a military campaign against these terrorist
organizations commenced in parallel to their continued rocket and terror attacks. The intensity and duration of Israel's current
war against Hamas is similarly difficult to predict. As a result of the Russia-Ukraine and Israel-Hamas wars and other geopolitical and
macroeconomic events, the global credit and financial markets have experienced volatility and disruptions, including severely diminished
liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, and
uncertainty about economic stability. If the equity and credit markets deteriorate, it may make any necessary debt or equity financing
more difficult, more costly or more dilutive.

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

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

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

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

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

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

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

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

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

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

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

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

 Our entry into the rapidly
growing CBD, CBN, CBG and delta-8 markets may place a significant strain on our resources and increase demands on our executive management,
personnel and systems, and our operational, administrative, and financial resources may be inadequate. We may also not be able to effectively
manage any expanded operations or achieve planned growth on a timely or profitable basis, particularly if the number of customers using
our technology significantly increases or their demands and needs change as our business expands. If we are unable to manage expanded
operations effectively, we may experience operating inefficiencies, the quality of our products and services could deteriorate, and our
business and results of operations could be materially adversely affected.

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

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

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

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

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

 restrictions on our product candidates or manufacturing processes;

 warning letters;

 withdrawal of the products from the market;

 voluntary or mandatory recall;

 fines;

 suspension or withdrawal of regulatory approvals;

 refusal to approve pending applications or supplements to approved applications that we submit;

 product seizure;

 injunctions; or

 imposition of civil or criminal penalties.

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

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

 the inability to commercialize our products;

 decreased demand for our products;

 regulatory investigations that could require costly recalls or product modifications;

 loss of revenue;

 substantial costs of litigation;

 liabilities that substantially exceed our product liability insurance, which we would then be required to pay ourselves;

 an increase in our product liability insurance rates or the inability to maintain insurance coverage in the future on acceptable terms, if at all;

 the diversion of management's attention from our business; and

 damage to our reputation and the reputation of our products.

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

 The Company could be
subject to enforcement action by the FDA and certain state regulatory agencies for its products containing CBD or THC compounds.

 In 2018, the federal Farm
Bill removed hemp as a Schedule I drug under the Controlled Substances Act and hemp may now be grown as a commodity crop, with restrictions;
however, the 2018 Farm Bill did not specifically legalize CBD. Until Congress promulgates rules and regulations relating to hemp derived
cannabinoids, the "legal" status of such, or the processes the Company may have to implement (and at what expense), are still
unknowns. A similar paradigm exists under various state laws with which the Company will have to comply. Further, the FDA currently considers
the addition of CBD to food products, cosmetics or supplements to be illegal and also prohibits the advertisement of CBD products with
health claims. In addition, the FTC under the Federal Trade Commission Act ("FTC Act") requires that product advertising is
truthful, substantiated and non-misleading. We believe that our advertising meets these guidelines; however, the FTC may bring a challenge
at any time to evaluate our compliance with the FTC Act.

 Further, the FDA has recently
increased its review of and enforcement against CBD companies for violations of the Federal Food, Drug, and Cosmetic Act ("FCDA"),
particularly with respect to the sale of food products containing CBD, claiming that CBD can treat medical conditions in humans or animals,
promoting CBD products as dietary supplements, and adding CBD to human and animal foods. Should the Company become subject to enforcement
action by the FDA, it could be forced to spend significant sums defending against such enforcement, pay significant fines and ultimately
could be forced to stop offering some or all of its CBD products, which would materially, negatively affect the Company's business
and shareholders' investments. The FDA can also subject individuals to criminal penalties, including fines and imprisonment, for
violating certain provisions of the FDCA related to CBD products. In addition, notwithstanding the intense pressure on FDA to fast-track
the CBD approval process, it is likely that the approval process for use of CBD or other cannabinoids in foods, cosmetics or supplements
will take years and possible that it could never occur at all.

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

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

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

 Delta-8 THC and delta-10 THC are cannabis compounds
that can cause effects similar to delta-9 THC, the main compound in cannabis that causes psychoactive effects. Delta-8 THC and delta-10
THC can be extracted from either hemp or marijuana, but all of the Company's delta-8 products are made with hemp containing no more
than 0.3% THC. Because of the 2018 Farm Bill, hemp can be legally grown and used for extractions all over the United States. Notwithstanding
the foregoing, the legality of hemp-derived delta-8 THC and delta-10 THC is in a gray area and varies from state-to-state, with some states
allowing, some not addressing specifically, and others banning due to similarity to delta-9 THC. Although the federal legality of delta-8
THC and delta-10 THC is still unclear, the FDA has recently issued Warning Letters to five companies for selling products labeled as containing
delta-8 tetrahydrocannabinol, noting that delta-8 THC has psychoactive and intoxicating effects and may be dangerous to consumers. The
Warning Letters were primarily targeted at companies marketing the compound as unapproved treatments for various medical conditions or
for other therapeutic uses, without adequate directions for use, or the addition of delta-8 THC in foods. Should the Company become subject
to enforcement action by federal or state agencies, it could be forced to spend significant sums defending against such enforcement and
ultimately could be forced to stop offering some or all of its delta-8 THC and/or delta-10 THC products and/or be subject to other civil
or criminal sanctions, which would materially, negatively affect the Company's business and shareholders' investments.

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

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

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

 Our acquisitions may
expose us to unknown liabilities.

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

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

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

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

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

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

 We may not maintain
sufficient insurance coverage for the risks associated with our business operations.

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

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

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

 Item 1B.

 Unresolved Staff Comments

 Not applicable.

 Item 2.

 Properties

 The Company does not currently
own any real property. We do, however, lease office space in Hicksville, New York on a month to month basis following the termination of
our lese in December 2023. We have reached an agreement in principle with the landlord pursuant to which we would move into smaller space
in the same facility and our rent would be reduced from $3,917 to $1,562 per month. The Company has leases for two additional properties,
as described below.

 CO Botanicals, LLC ("COB"),
a wholly owned subsidiary of Can B Corp. leases the real properties located at 17171 County Road 21, Fort Morgan, CO 80701 (out
of which PHP operates) and 12555 Energy Road, Fort Morgan, CO 80701 (collectively, the "Fort Morgan Properties") on a month-to-month
basis. Base rent for the Fort Morgan Properties is $14,500 per month.

 Item 3.

 Legal Proceedings

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

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

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

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

 We have consulted with attorneys
and believe the Investors' claims are meritless, factually inaccurate, and frivolous. We intend to vigorously defend ourselves against
the aforementioned legal action and will likely bring counterclaims against the Investors.

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

 On or about August 11, 2022,
a Complaint was filed by Evexia Plus, LLC against Can B Corp. in a product payment trade dispute. Case Number 63-CV-2022-900692.00 in
the Circuit Court of Tuscaloosa County, AL. On 1-26-2023 the court ordered a Summary Judgement in the amount of $336,924. The parties
are trying to work out a payment schedule tied to production to satisfy the judgement.

 On December 1, 2023,the Company, received a notice
from Arena Special Opportunities Partners I, LP, Arena Special Opportunities Fund, LP and Arena Investors, LP (collectively, the "Arena
Entities" or "Arena") advising that by virtue of defaults in the performance of the obligations of the Company and its
subsidiaries to the Arena Entities, the Arena Entities intended to conduct a public auction of certain assets of the Company and its subsidiaries
under Article 9 of the Uniform Commercial Code.

 The Arena Entities collectively hold approximately
$3,838,770 aggregate principal amount of Convertible Notes (the "Arena Notes") issued by the Company. The Arena Entities previously
notified the Company and its subsidiaries that they were in default of certain obligations under the Forbearance Agreement dated February
27, 2023 among the Company, its subsidiaries and the Arena Entities pursuant to which the Arena Entities agreed to forbear from exercising
remedies under the Arena Notes until December 31, 2024 provided that no defaults occurred under the Arena Notes or the Forbearance Agreement.
The alleged defaults include a failure to deliver account control agreements, failure to enter into a servicing agreement, failure to
timely make certain payments and the unauthorized use and misuse of receivable assigned to the Arena Entities.

 On February 27, 2024, the Supreme Court, County of
New York (the "Court"), denied a motion made by the Company seeking a temporary restraining order and preliminary injunction
to halt the proposed sale. As a result of the decision, the Arena Entities proceeded with its proposed auction of the Company's
hemp division assets and the auction took place on March 14, 2024. Approximately $300,000 of proceeds were generated by the sale.

 On April 7, 2024, Arena filed a complaint in the Court
against the Company, it subsidiaries and certain officers of the Company and its subsidiaries alleging tortious interference with the
auction and seeking a declaratory judgment that the Company is in breach of the Arena Notes and the Forbearance Agreement and that Arena
has the right to auction certain equipment held at a Company facility that is not owned by the Company or any of its subsidiaries. The
Company believes that Arena's claims are without merit and intends to vigorously defend Arena's claims.

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

 Item 4.

 Mine Safety Disclosures

 Not applicable.

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Market Information

 Our common stock is listed for quotation on OTC Market's
OTCQB Venture Market under the symbol "CANB." Our common stock began trading in April 2011. Trading in our common stock
has historically lacked consistent volume, and the market price has been volatile.

 Record Holders

 As of April 12, 2024, there
were 49,344,230 shares of common stock issued and outstanding and held by approximately 250 shareholders of record.

 Dividends

 The Company paid $0 in in-kind
dividends on its Series B Preferred Stock by the issuance of common stock to the Series B holders in 2020 and 2019. Each share of Series
B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the
Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether or not declared. After
six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common stock at the conversion
price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB common stock on the trading
day prior to the conversion day or the dollar volume weighted average price of CANB common stock on the conversion day. The Series B Preferred
Stock have no voting rights. There are no currently outstanding shares of Series B Preferred Stock*.

 We do not anticipate paying
any cash dividends in the foreseeable future. Except for its Series B Preferred Stock, of which there are none issued and outstanding*,
the payment of dividends is within the discretion of our Board of Directors and will depend on our earnings, capital requirements, financial
condition, and other relevant factors. There are no restrictions that currently limit our ability to pay dividends on our common stock
other than those generally imposed by applicable state law.

 * It has come to our attention
that the Company's transfer agent still shows 227,590 Series B Preferred shares as being held by RedDiamond Partners LLC ("RedDiamond")
due to an administrative oversight. Nonetheless, such shares were retired in exchange for 97,608 shares of common stock and rights to
acquire an additional 35,667 shares of common stock issued to RedDiamond pursuant to an Exchange Agreement dated August 13, 2019.

 Securities Authorized
for Issuance under Equity Compensation Plans

 On July 28, 2020, the Company
adopted an Incentive Stock Option Plan ("ISO"). The purpose of this Can B Corp. 2020 ISO (the "Plan") is to attract,
retain, and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its
Related Companies by providing them the opportunity to acquire a proprietary interest in the Company and to align their interests and
efforts to the long-term interests of the Company's stockholders. The Plan is administered by the Compensation Committee or, in
the Board's sole discretion, the Board. The Compensation Committee shall be composed of two or more directors, each of whom is a
"non-employee director" within the meaning of Rule 16b-3(b)(3) promulgated under the Exchange Act, or any successor definition
adopted by the Securities and Exchange Commission. As used in this Plan, the term "Compensation Committee" shall be construed
as if followed by the words "(if any);" and nothing in this Plan requires the Board to have a Compensation Committee. Except
for the terms and conditions explicitly set forth in the Plan and to the extent permitted by applicable law, the Committee shall have
full power and exclusive authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from
time to time be adopted by the Board or a Committee composed of members of the Board, to (i) select the Eligible Persons to whom Awards
may from time to time be granted under the Plan; (ii) determine the type or types of Award to be granted to each Participant under the
Plan; (iii) determine the number of shares of Preferred Stock and/or Common Stock (collectively, "Stock") to be covered by
each Award granted under the Plan; (iv) determine the terms and conditions of any Award granted under the Plan; (v) approve the forms
of notice or agreement for use under the Plan; (vi) determine whether, to what extent and under what circumstances Awards may be settled
in cash, shares of Preferred Stock and/or Common Stock or other property or canceled or suspended; (vii) determine whether, to what extent
and under what circumstances cash, shares of Stock, other property and other amounts payable with respect to an Award shall be deferred
either automatically or at the election of the Participant; (viii) interpret and administer the Plan and any instrument evidencing an
Award, notice or agreement executed or entered into under the Plan; (ix) establish such rules and regulations as it shall deem appropriate
for the proper administration of the Plan; (x) delegate ministerial duties to such of the Company's employees as it so determines;
and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for administration of
the Plan. Subject to adjustment from time to time, a maximum of two thousand (2,000) shares of Class C Preferred Stock and, effective
as of February 8, 2024, one hundred ten million (110,000,000) shares of Common Stock are available for issuance under the Plan. Shares
issued under the Plan shall be drawn from authorized and unissued shares or shares now held or subsequently acquired by the Company as
treasury shares. The Committee shall also, without limitation, have the authority to grant Awards as an alternative to or as the form
of payment for grants or rights earned or due under other compensation plans or arrangements of the Company. Subject to earlier termination
in accordance with the terms of the Plan and the instrument evidencing the Option, the maximum term of an Option shall be ten years from
the Grant Date. An Award may be granted to any employee, officer or director of the Company or a Related Company whom the Committee from
time to time selects. An Award may also be granted to any consultant, agent, advisor or independent contractor for bona fide services
rendered to the Company or any Related Company that (a) are not in connection with the offer and sale of the Company's securities
in a capital-raising transaction and (b) do not directly or indirectly promote or maintain a market for the Company's securities.

 Equity Compensation Plan Information

 Plan Category

 Number of Securities to be Issued Upon Excise of Outstanding Options, Warrants and Rights

 Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

 Number of Securities Remaining Available for Future Issuances Under Equity Compensation Plans*

 Equity compensation plans approved by security holders

 12,223,321

 $

 0.36

 47,776,679

 Equity compensation plans not approved by security holders

 -

 -

 -

 Total

 12,223,321

 $

 0.36

 47,776,679

 *

 Represents 2,000 Series C Preferred Shares on an as-converted basis and 8,812,801 shares of common stock available under the Plan.

 Recent Sales of Unregistered Securities

 On October 27, 2023, the Company completed the sale
of a convertible promissory note in the principal amount of $156,250 to an accredited investor. The purchase price of the note was $156,250,
representing a 20% original issue discount. The note is non-interest bearing, except in the case of the event of a default, in which case
interest will accrue from the date of the default at a rate equal to the lower of 18% per annum or the maximum rate permitted by law.
The note becomes due on October 27, 2024. The holder may elect to convert the principal amount of the note and default interest, if any,
subject to adjustment at a price equal to 90% of the lowest daily volume weighted average price of the common stock during the fifteen
trading days preceding the conversion date. The Company relied upon the exemption provided by Section
4(a)(2) of the Securities Act of 1933 in connection with this transaction.

 During the three months ended December 31, 2023, the
Company issued 3,300,000 shares of common stock upon the conversion of outstanding notes The Company
relied upon the exemption provided by Section 3(a)(9) of the Securities Act of 1933 in connection with these issuances.

 During the three months ended December 31, 2023, the
Company issued 1,233,025 shares of common stock as payment for consulting and advisory service. The Company
relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with these transactions.

 In December 2023, the Company issues 1,364,154 shares
of common stock in settlement of obligations under a purchase agreement. The Company relied upon
the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with this transaction.

 In December 2023, the Company 962,087 shares of common
stock in settlement of $134,683 of indebtedness. The Company relied upon the exemption provided
by Section 4(a)(2) of the Securities Act of 1933 in connection with this transaction.

 In December 2023, the Company issued 464,409 shares
of common stock in satisfaction of payments due under a note. The Company relied upon the exemption
provided by Section 4(a)(2) of the Securities Act of 1933 in connection with this transaction.

 In September 2023 the Company issued a convertible
note in the principal amount of $10,000 for a purchase price of $15,000. The note has term of six months, bears interest at a rate of
twelve percent per annum and is convertible into common stock at a price of $.0772 per share. In connection with this transaction, the
Company issued the purchaser 100,000 shares of common stock. The Company relied upon the exemption
provided by Section 4(a)(2) of the Securities Act of 1933 in connection with this transaction.

 In December 2023 the Company issued a convertible
note in the principal amount of $37,500 for a purchase price of $25,000. The note has term of six months, bears interest at a rate of
twelve percent per annum and is convertible into common stock at a price of $.0772 per share. In connection with this transaction, the
Company issued the purchaser 500,000 shares of common stock. The Company relied upon the exemption
provided by Section 4(a)(2) of the Securities Act of 1933 in connection with this transaction.

 In December 2023, the Company issued 9,167 shares
of common stock in connection with the settlement of a litigation matter. The Company relied upon
the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with this transaction.

 Item 6.

 Selected Financial Data

 Not required for smaller reporting companies.

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operation

 General

 Can B Corp. was originally formed as a Florida
corporation on October 11, 2005, under the name of WrapMail, Inc. Effective January 5, 2015, we acquired 100% ownership of Prosperity
Systems, Inc., which the Company is in the process of dissolving. Effective December 28, 2018, we acquired 100% ownership of Pure Health
Products. In November 2018, we formed Duramed as a wholly owned subsidiary. The Company is presently in the process of dissolving Prosperity.

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

 On March 14, 2024, an auction of the assets of our
hemp division was conducted under Article 9 of the Uniform Commercial Code following allegations by Arena that we were in breach of our
obligations under certain notes and a forbearance agreement. See "Item 3. Legal Proceedings."

 Following the auction, we have continued our hemp
operations on a reduced scale using equipment provided by third parties and the services of third-party processors. Historically, revenues
from our hemp division supported, in part, our durable medical equipment business conducted through Duramed. Due to reduced support from
the hemp division, Duramed is operating with reduced staff which has adversely impacted revenues. While we plan to continue our hemp and
durable medical equipment operations for the near term, our primary focus will be on protecting and commercializing the cannabis patents
recently acquired by Nascent.

 Results of Operations

 Year Ended December 31,

 2023

 2022

 $ Change

 % Change

 Revenues

 Product sales

 $

 1,336,117

 $

 5,524,036

 $

 (4,187,919

)

 -75.8

 %

 Service revenue

 819,627

 1,161,483

 (341,856

)

 -29.4

 %

 Total revenues

 2,155,744

 6,685,519

 (4,529,775

)

 -67.8

 %

 Cost of revenues

 1,797,047

 4,071,144

 (2,274,097

)

 -55.9

 %

 Gross profit

 358,698

 2,614,375

 (2,255,677

)

 -86.3

 %

 Operating expenses

 7,845,140

 16,782,522

 (8,937,382

)

 53.3

 %

 Loss from operations

 (7,486,442

)

 (14,168,147

)

 6,681,705

 -47.2

 %

 Other (expense) income:

 Change in fair value of warrant liability

 201,277

 154,010

 (16,762

)

 -7.7

 %

 Interest expense

 (2,510,811

)

 (902,130

)

 (1,851,417

)

 280.8

 %

 Other expense

 68,108

 (7,115

)

 72,928

 -1513

 %

 Other expense

 (2,241,426

)

 (755,235

)

 1,795,251

 402.4

 %

 Loss before provision for income taxes

 (9,727,868

)

 (14,923,382

)

 4,886,454

 -33.4

 %

 Provision for income taxes

 9,596

 9,596

 NA

 $

 (9,737,464

)

 $

 (14,924,175

)

 $

 4,876,858

 -33.4

 %

 Year Ended December 31, 2023 compared with Year Ended
December 31, 2022:

 Revenues decreased $4,529,775. The decrease largely
due to the normalization of sales activity with 2022 positively impacted by the wind down of restrictions related to the Covid-19 Pandemic
surrounding elective surgeries, enabling an increase in the usage of the Company's Duramed product lines and ultrasound device associated
with patient recovery.

 Compensation expenses decreased $4,275,357 primarily
related to a decrease in non-cash stock-based compensation expense.

 Consulting and professional fees decreased $3,591,054
in 2023. The decrease relates to one time amount including legal, accounting, and other consulting fees and services incurred during the
year ending December 31, 2022 related to an increase in legal fees and increase in consulting fees related to expansion of our durable
medical device offerings as well as additional consulting fees related to formulation and development consulting related to hemp product
development and other product enhancements which did not recur in 2023

 Other operating expenses decreased $1,070,971
which is mainly due to decrease in rent expense from closing certain facilities and other cost saving initiatives.

 Liquidity and Capital Resources

 As of December 31, 2023, the Company had cash
and cash equivalents of $34,006 and negative working capital of $5,747,103. Cash and cash equivalents decreased $31,519 compared to
December 31, 2022. For the year ended December 31, 2023, $1,349,938 was provided by financing activities, and $1,311,838 was used in
operating activities.

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

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

 We have no off-balance sheet arrangements.

 As of December
31, 2023 the Company had $8.9 million aggregate principal amount of notes that are past due. The Company plans to seek additional extensions
of these notes or refinance the indebtedness. No assurance can be given that the Company will be successful in obtaining extensions or
refinancing the indebtedness.

 Item 7A.

 Quantitative and Qualitative Disclosure About Market Risk

 Not applicable.

 Item 8.

 Financial Statements and Supplementary Data

 Our Consolidated Financial Statements and Notes thereto,
for the fiscal years ended December 31, 2022 and 2021 and the report of BF Borgers CPA PC, our independent registered public accounting
firm, are set forth on pages F-1 through F-25 of this Annual Report.

 Item 9

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 N/A

 Item 9A.

 Controls and Procedures

 Evaluation of Disclosure Controls and Procedures

 Disclosure controls and procedures are designed to
ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized,
and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange
Act is accumulated and communicated to management, including the Chief Executive Officer (CEO), as appropriate, to allow timely decisions
regarding required disclosure. Based on the evaluation, the CEO has concluded that our disclosure controls and procedures are ineffective
to ensure that information disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in Securities and Exchange Commission rules and forms. This determination was based on
the small size of our accounting staff and the lack of segregation of duties.

 To address the material weaknesses, we performed additional
analysis and other post-closing procedures in an effort to ensure our financial statements included in this annual report have been prepared
in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in
this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

 Management Report on Internal Control over Financial
Reporting

 Our management is responsible for establishing and
maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance
to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles.

 Any internal control system, no matter how well designed,
has inherent limitations and may not prevent or detect misstatements. Accordingly, even those systems determined to be effective can provide
only reasonable assurance with respect to financial statement preparation and presentation.

 Management, with the participation of our Chief Executive
Officer, has evaluated the effectiveness of our internal control over financial reporting as of December 31, 2023 based on criteria established
in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on
this evaluation, because of the Company's limited resources and limited number of employees, and the absence of an audit committee,
management concluded that, as of December 31, 2023, our internal control over financial reporting is not effective in providing reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with U.S. generally accepted accounting principle, which creates a material weakness. A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. A material weakness
means there is a risk that our financial reports or other filings may contain an error or inaccuracy or not submitted timely.

 There was a material weakness in the Company's
internal control over financial reporting due to the fact that the Company did not have an adequate process established to ensure appropriate
levels of review of accounting and financial reporting matters, which resulted in our closing process not identifying all required adjustments
and disclosures in a timely fashion. We expect that the Company will need to hire accounting personnel with the requisite knowledge to
improve the levels of review of accounting and financial reporting matters. The Company may experience delays in doing so and any such
additional employees would require time and training to learn the Company's business and operating processes and procedures. For
the near-term future, until such personnel are in place, this will continue to constitute a material weakness in the Company's internal
control over financial reporting that could result in material misstatements in the Company's financial statements not being prevented
or detected.

 Changes in Internal Control over Financial Reporting

 There have been no changes in our internal control
over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934) during
the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.

 Item 9B.

 Other Information

 None.

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not Applicable.

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Our board of directors is to be elected annually by
our shareholders. The board of directors elects our executive officers annually. Our directors and executive officers as of March 31,
2024 are as follows:

 Name

 Age

 Position

 Marco Alfonsi

 CEO, Director and Chairman since June 15, 2017

 Stanley L. Teeple

 CFO, Secretary and Director since October 1, 2018

 Frederick Alger Boyer, Jr.

 Independent Director appointed October 9, 2019

 James F. Murphy

 Independent Director appointed October 9, 2019

 Marco Alfonsi, CEO and Chairman Director has
been a financial service professional for the past 20 years. Mr. Alfonsi was appointed director and CEO of the Company in or around January
2015. Immediately prior to that, he spent eight years serving as the CEO of Prosperity Systems, Inc.

 Throughout his career, Mr. Alfonsi was directly and
indirectly involved in raising over $100 million dollars for small and medium sized business. Prior to his involvement in the financial
services industry, Mr. Alfonsi has owned, operated, financed and sold several businesses. Mr. Alfonsi successfully started and managed
two companies (ExecuteDirect.com, and Bakers Express of New York, Inc.), and held senior management positions with a number of financial
institutions, including: Global American Investments, Clark Street Capital and Basic Investors.

 Stanley L. Teeple –Mr. Teeple, CFO, Secretary,
Director, was engaged from 2017-2018 with Solis Tek, Inc. (OTCQB:SLTK) a California based publicly traded corporation as Senior Vice President,
Corporate Secretary, and Chief Compliance Officer. Solis Tek, Inc. a NV Corporation, is a developer of lighting and nutrient products,
and most recently in cultivation and processing for the cannabis industry. Previously, from 2015-2016 Mr. Teeple was Chief Financial Officer
and Secretary for Zonzia Media, Inc. (OTC:ZONX), a provider of streaming video and content to cable subscribers and hotel networks throughout
the eastern US. From 2008 to 2014 Mr. Teeple was Chief Financial Officer and Secretary of Indigo-Energy, Inc. (OTC:IDGG) a publicly traded
company in the oil and gas exploration business. Over the prior three plus decades Mr. Teeple through his turnaround consulting business,
Stan Teeple, Inc., has held numerous senior management positions in several public and private companies across a broad spectrum of industries.
Additionally, he has operated and worked for various court appointed trustees and principals as CEO, COO, and CFO in the entertainment,
pharmaceuticals, food, travel, and tech industries. He operated his consulting business on a project-to-project basis and holds various
other directorships. His businesses operational strengths include knowing how to manage and maximize the resources and preserve the integrity
of a company from start-up through to maturity and corporate compliance in a regulatory environment.

 Frederick Alger Boyer, Jr. Independent Director,
is President & CEO of Advance Care Medical, Inc. - Mr. Boyer has over 25 years of Wall Street experience having worked on both the
investment side as well as the banking side of the business Most recently he served as Head of Equities for the New York based investment
bank H.C. Wainwright & Co. where he had overseen efforts in capital markets, sales, and trading. Prior to that he worked and or supervised
teams at Rodman & Renshaw, Oppenheimer, Piper Jaffray, and Credit Suisse in New York, San Francisco, and Minneapolis. In his various
roles he has advised hundreds of companies in their financing efforts both publicly and privately. Mr. Boyer has numerous securities licenses
and is a graduate of the University of California at Berkeley.

 James F. Murphy, Independent Director, brings
more than 40 years of investigative and consulting experience as the Founder and President of Sutton Associates. From 1980 to 1984, Mr.
Murphy was an Assistant Special Agent in Charge with the Federal Bureau of Investigation, responsible for a territory encompassing more
than seven million people. His investigative specialties included organized crime, white-collar crime, labor racketeering and political
corruption. From 1976 to 1980, Mr. Murphy was assigned to the Office of Planning and Evaluation at FBI headquarters, Washington, D.C.
In this capacity, he evaluated and recommended changes in the FBI's administrative and investigative programs. Since entering the
private sector in 1984, Mr. Murphy has advanced the industry by developing systematic and professional protocols for performing due diligence,
as well as other investigative services.

 Board Committees

 We have established an audit committee, compensation
committee, or nominating committee. With one of the independent Directors sitting as chair of each committee. Mr. Ronald Siver served
as Chairman of the Nominating Committee until his resignation from the Board in July 2023 and the position is currently vacant. Mr. James
Murphy is Chairman of the Audit Committee, and Mr. Alger Boyer is Chairman of the Compensation Committee.

 Family Relationships

 There are no familial relationships between any of
our officers and directors.

 Director or Officer Involvement in Certain Legal
Proceedings

 Our current directors and executive officers have
not been involved in any legal proceedings as described in Item 401(f) of Regulation S-K in the past ten years.

 Director Independence

 The Company is not currently listed on any national
securities exchange that has a requirement that the board of directors be independent. However, in anticipation of a possible exchange
up listing, and in an effort toward better Board oversight, the company has engaged three independent Directors making the independent
outside directors a majority on the Board of Directors.

 Code of Ethics

 We have adopted a Code of Ethics that applies to all
of our employees and officers, and the members of our Board of Directors. This Code of Ethics is posted on the Company's website
www.canbiola.com and applies to all executive officers including CEO, CFO and COO.

 Section 16(a) Beneficial Ownership Reporting Compliance

 Section 16(a) of the Exchange Act requires our directors
and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership
and changes in ownership with the SEC. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file. Based on our review of the reports filed by Reporting Persons, we believe
that, during the year ended December 31, 2023, the following Reporting Persons did not meet all applicable Section 16(a) filing requirements:
(i) Stanley Teeple and (ii) Marco Alfonsi. Otherwise, we believe that the Reporting Persons met such filing requirements.

 Item 11.

 Executive Compensation

 The table below summarizes all compensation awarded
to, earned by, or paid to our executive officers and directors for all services rendered in all capacities to us during the fiscal years
ended December 31, 2023 and 2022.

 Name and principal position

 Year

 Salary

 Bonus

 Stock awards

 Option awards (4)

 Non-equity incentive plan comp.

 Non-qualified deferred comp. earnings

 All other comp.

 Total

 Marco Alfonsi (1)

 2023

 $

 10,000

 $

 $

 $

 108,333

 $

 $

 $

 $

 118,333

 2022

 $

 25,962

 $

 $

 500,100

 $

 100,000

 $

 $

 $

 $

 626,062

 Stanley L. Teeple (2)

 2023

 $

 10,000

 $

 $

 $

 108,333

 $

 $

 $

 $

 118,333

 2022

 $

 25,962

 $

 $

 500,100

 $

 100,000

 $

 $

 $

 $

 626,062

 (1) On December 28, 2020, Marco Alfonsi signed a three
year Employment Agreement. Under that agreement, he was i) entitled to receive a base salary of fifteen thousand dollars ($15,000.00)
per month, ii) was eligible to receive cash and or stock bonuses, iii) was entitled to receive a stock bonus in accordance with the Company's
Incentive Stock Option Plan ("ISOP") in an amount of one-hundred thousand dollars ($100,000) per year of the Agreement, iv)
issued 200 shares of the Company's Series C Preferred Stock, and v) granted usual and customary benefits including expense reimbursement,
health and life insurance plan reimbursements and allowances. Actual salary compensation was $25,962 during 2022 and $10,000 for 2023. In
February 2024 the Company and Mr. Alfonsi entered into a new three year employment agreement containing terms substantially similar to
the prior agreement except that the base salary was increased to $20,000 per month and the agreement provides that Mr. Alfonsi will be
entitled to quarterly distributions of two percent (2%) of the total revenues received by the Company from Nascent during and after the
term of the agreement.

 (2) On December 28, 2020, Stanley Teeple entered into
a three-year employment agreement with the Company. Under that agreement, he was i) entitled to receive base salary of fifteen thousand
dollars ($15,000.00) per month, ii) eligible to receive cash and or stock bonuses, iii) entitled to receive a stock bonus in accordance
with the Company's ISOP in an amount of one-hundred thousand dollars ($100,000) per year of the Agreement, iv) issued 200 shares
of the Company's Series C Preferred Stock, and v) granted usual and customary benefits including expense reimbursement, health and
life insurance plan reimbursements and allowances. Actual salary compensation was $25,962 during 2022 and $10,000 for 2023. In February 2024
the Company and Mr. Teeple entered into a new three year employment agreement containing terms substantially similar to the prior agreement
except that the base salary was increased to $18,500 per month and the agreement provides that Mr. Teeple Alfonsi will be entitled to
quarterly distributions of two percent (2%) of the total revenues received by the Company from Nascent during and after the term of the
agreement.

 As of December 31, 2023, there were Incentive Stock
Option Awards issued to Marco Alfonsi and Stanley Teeple in the amount of $100,000 each. The Options were issued on December
29, 2020 under the ISO Plan, at a strike price of $.361 per share for 277,008 shares for each of the 4 persons named.

 (5) The amounts reported in this column represent
the grant date fair value of option awards granted during the years ended December 31, 2023 and 2022 in accordance with FASB ASC 718.
The assumptions used in the calculation of these awards are discussed in Note 11 to the Consolidated Financial Statements included in
this Report.

 The table below summarizes all compensation awarded
to, earned by, or paid to our non-interested directors for all services rendered in all capacities to us during the previous two fiscal
years, as of December 31, 2022.

 Non-Interested Director Summary Compensation Table

 Name and principal position

 Year

 Fees Earned or Paid in Cash

 Stock awards

 (1)

 Option awards (2)

 Non-equity incentive plan comp.

 Non-qualified deferred comp. earnings

 All other com.

 Total

 Frederick A. Boyer

 2023

 $

 $

 $

 $

 $

 $

 $

 Director

 2022

 $

 $

 $

 $

 $

 $

 $

 Ronald Silver

 2023

 $

 $

 $

 $

 $

 $

 $

 Director (3)

 2022

 $

 $

 $

 $

 $

 $

 $

 James F. Murphy

 2023

 $

 $

 $

 $

 $

 $

 $

 Director

 2022

 $

 $

 $

 $

 $

 $

 $

 1)

 Each of the 3 non-interested independent directors was issued 20 Preferred C shares in 2022.

 2)

 As of December 31, 2023, Directors Boyer, Silver and Murphy each owned 10,000 options to exercise and purchase stock at $.30 at any time until 2023.

 3)

 Mr. Silver resigned his position as Director in July 2023.

 No director has received cash compensation for their
directorship. We do have a compensation committee and compensation for our directors and officers is determined by our board of directors.

 We reimburse Non-Employee Directors for actual out-of-pocket
costs incurred to attend board meetings. No additional compensation is paid for attendance in person or by telephone at board meetings.

 The table below summarizes
all outstanding equity awards for officers, as of December 31, 2022.

 Outstanding Equity Awards at Fiscal Year-End

 Name and principal position

 Grant Date

 Grant Type

 Number of Securities Underlying Unexercised Options Exercisable

 Number of Securities Underlying Unexercised Options Unexercisable

 Option Exercise Price

 Option Expiration Date

 Stanley Teeple – CFO

 10/21/2018

 Stock Options

 $

 4.50

 10/20/2023

 Marco Alfonsi – CEO

 8/28/2022

 Stock Options

 100,000

 $

 3.00

 8/27/2027

 Stanley Teeple – CFO

 8/28/2022

 Stock Options

 100,000

 $

 3.00

 8/27/2027

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The following table sets forth the ownership, as of
April 12, 2023, of our common stock, Series C Preferred Stock and Series D Preferred Stock by (i) each person known by us to be the beneficial
own of more than five (5%) percent of the applicable class; (ii) each of the Company's executive officers and directors; and (iii)
the Company's directors and executive officers as a group. To the best of our knowledge, the persons named have sole voting and
investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may
cause a change in control. The information presented below regarding beneficial ownership of our voting securities has been presented
in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose.
Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote
or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially
any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion
or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of
the same securities.

 Beneficially Owned(1)

 As
 of April 12, 2023

 Name
 and Address of Beneficial Owner(2):

 Common

 Stock

 Percent
 of Class(3)

 Series
 C

 Preferred

 Stock

 Percent
 of Class(4)

 Series
 D Preferred

 Stock

 Percent
 of Class(5)

 Percent
 of Total Voting

 Power

 Marco
 Alfonsi, CEO and Director

 3,620,805

 (6)

 6.90

 %

 27.3

 %

 1,250

 31.3

 %

 7.89

 %

 Stanley
 L. Teeple, CFO and Director

 3,620,632

 (7)

 6.88

 %

 27.3

 %

 1,250

 31.3

 %

 7.87

 %

 Frederick
 A. Boyer, Director

 1,008,668

 (8)

 2.00

 %

 –

 –

 –

 –

 1.84

 %

 James
 F. Murphey, Director

 1,208,668

 (9)

 2.39

 %

 –

 –

 –

 -

 2.20

 %

 All
 directors and executive officers as a group (4 persons)

 9,470,773

 16.59

 %

 10.4

 %

 2,500

 62.5

 %

 18.35

 %

 Arena
 Special Opportunities Fund, L.P

 5,421,840

 (11)

 9.9

 %

 –

 –

 –

 –

 9.19

 %

 Opportunities Master Fund LTD

 5,421,840

 (12)

 9.9

 %

 9.19

 %

 ClearThink
 Capital Partners

 5,421,840

 (13)

 9.9

 %

 –

 –

 –

 –

 9.46

 %

 (1)

 Shares of common stock subject to stock options, warrants or convertible securities currently exercisable or convertible, or exercisable or convertible within 60 days of April 12, 2023 are deemed to be outstanding for computing the percentage ownership of the person holding such options, warrants or convertible securities and the percentage ownership of any group of which the holder is a member, but are not deemed outstanding for computing the percentage ownership of any other person.

 (2)

 Except as otherwise indicated, the address of each beneficial owner is c/o Can B Corp., 960 South Broadway, Suite 120, Hempstead, New York 11801.

 (3)

 Based on 49,344,230 shares of common stock issued and outstanding as of April 12, 2023.

 (4)

 Based on 1,100 shares of Series C Preferred Stock issued and outstanding as of April 12, 2023. Shares of Series C Preferred Stock entitle their holders to vote on an as converted basis (1,667 shares of common stock per share of Series C Preferred Stock).

 (5)

 Based on 4,000 shares of Series D Preferred Stock issued and outstanding as of April 12, 2023. Holders of Series D Preferred Stock are entitled to 667 votes per share.

 (6)

 Includes 2,774,965 shares of common stock issuable upon the exercise of options and 500,100 shares of common stock issuable upon conversion of 300 shares of Series C Preferred Stock. Does not include 42,343 shares of common stock held by adult members of Mr. Alfonsi's family.

 (7)

 Includes 2,778,526 shares of common stock issuable upon the exercise of options and 500,100 shares of common stock issuable upon conversion of 300 shares of Series C Preferred Stock.

 (8)

 Includes 1,000,667 shares of common stock issuable upon the exercise of options.

 (9)

 Includes 1,200,667 shares of common stock issuable upon the exercise of options.

 (10)

 Includes 2,778,526 shares of common stock issuable upon the exercise of options and 500,100 shares of common stock issuable upon conversion of 300 shares of Series C Preferred Stock.

 (11)

 Includes shares beneficially owned by the shareholder's affiliates, Arena Investors, LP and Arena Special Opportunities Partners I, LP, and 4,650,146 shares issuable upon conversion of convertible securities and exercise of warrants that contain a 9.99% beneficial ownership limitation. The address of this shareholder is 405 Lexington Avenue, 59 th Floor, New York, New York 10174.

 (12)

 Includes 4,826,358 shares of common stock issuable upon conversion of convertible notes and exercise of warrants that contain a 9.99% beneficial ownership limitation. The address of this shareholder is 2800 Niagara Lane North, Plymouth Minnesota 55447.

 (13)

 Includes
 3,488,815 shares of common stock issuable upon conversion of convertible notes that contain a 9.99% beneficial ownership limitation

 Item 13.

 Certain Relationships and Related Party Transactions, and Director Independence

 Can B Corp.'s Corporate Governance Guidelines
establish standards for evaluating Director independence and requires that a majority of Directors be independent. The Board determines
the independence of each Director under Nasdaq governance standards. Those standards identify the types of relationships that, if material,
could impair independence. The Board determined that, under the Nasdaq listing standards, the following non-employee Directors are independent:
Frederick A. Boyer, and James F. Murphy. Our non-independent directors are Marco Alfonsi and Stanley L. Teeple.

 Except as described herein (or within the section
entitled Executive Compensation of this report), none of the following parties (each a "Related Party") has, in our fiscal
years ended 2022 and 2021, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction
that has or will materially affect us:

 any of our directors or officers;

 any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock; or

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

 LI Accounting Associates, LLC ("LIA"),
an entity controlled by a relative of the Managing Member PHP, is a vendor of Can B Corp. As of December 31, 2023, the Company had
accounts payable due to LIA of $_____. For the twelve months ended December 31, 2023, the Company had expenses to LIA of $______.

 At December 31, 2023, the Company has amounts due
to a director of the Company of approximately $____ which are expected to be repaid in the next twelve months.

 Item 14.

 Principal Accounting Fees and Services

 The following table sets forth fees billed to us by
BF Borgers CPA PC, our independent registered public accounting firm during the fiscal years ended December 31, 2023 and December 31,
2022 for: (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements;
(ii) services by our independent registered public accounting firms that are reasonably related to the performance of the audit or review
of our financial statements and that are not reported as audit fees; (iii) services rendered in connection with tax compliance, tax advice
and tax planning; and (iv) all other fees for services rendered.

 Audit Fees

 $

 197,300

 $

 197,300

 Audited Related Fees

 $

 $

 Tax Fees

 $

 $

 All Other Fees

 $

 $

 Item 15.

 Exhibits, Financial Statement Schedules.

 Exhibits Schedule

 The following exhibits are filed with this Annual
Report:

 Exhibit

 Description

 2.1

 Share Purchase Agreement with Prosperity Systems, Inc., dated January 5, 2015(2)

 2.2

 Membership Purchase Agreement with Pure Health Products(6)

 2.3

 Green Grow Stock Purchase Agreement(4)

 2.4

 Green Grow Modification Agreement(1)

 3.1

 Articles of Incorporation, as amended(1)

 3.2

 Bylaws(2)

 4.1

 Articles of Amendment designating Series A Preferred Stock rights, as amended(9)

 4.2

 Articles of Amendment designating Series B Preferred Stock rights(1)

 4.3

 Articles of Amendment designating Series C Preferred Stock rights(7)

 4.4

 Articles of Amendment designating Series D Preferred Stock rights(10)

 10.1

 Employment Agreement with Marco Alfonsi dated December 29, 2020(10)

 10.2

 Employment Agreement with Stanley L. Teeple dated December 29, 2020(10)

 10.3

 Employment Agreement with Pasquale Ferro dated December 29, 2020(10)

 10.4

 Employment Agreement with Phil Scala dated December 29, 2020(10)

 10.5

 Commission Agreement with Andrew Holtmeyer(10)

 10.6

 Employment Agreement with Bradley Lebsock(10)

 10.7

 Memorandum of Understanding with Sam International and ZetrOZ Systems LLC(3)

 10.8

 Can B Corp. 2020 Incentive Stock Option Plan(8)

 10.9

 Arena Securities Purchase Agreement(10)

 10.10

 ASOF Original Issue Discount Senior Secured Convertible Promissory Note(10)

 10.11

 ASOF Warrant to Purchase Common Stock(10)

 10.12

 ASOP Original Issue Discount Senior Secured Convertible Promissory Note(10)

 10.14

 ASOP Warrant to Purchase Common Stock(10)

 10.15

 Arena Security Agreement(10)

 10.16

 Arena Intellectual Property Security Agreement(10)

 10.17

 Arena Registration Rights Agreement(10)

 10.18

 Arena Holding Escrow Agreement(10)

 10.19

 Arena Guaranty Agreement from Company Subsidiaries(10)

 10.20

 Amendment to 2020 ASOF Promissory Note(11)

 10.21

 Amendment to 2020 ASOP Promissory Note(11)

 10.22

 2021 Arena Securities Purchase Agreement(11)

 10.23

 2021 ASOF Original Issue Discount Senior Secured Convertible Promissory Note(11)

 10.24

 2021 ASOF Warrant to Purchase Common Stock(11)

 10.25

 2021 ASOP Original Issue Discount Senior Secured Convertible Promissory Note(11)

 10.26

 2021 ASOP Warrant to Purchase Common Stock(11)

 10.27

 2021 Arena Registration Rights Agreement(11)

 10.28

 2021 Addendum to Arena Security Agreement(11)

 10.29

 2021
 Addendum to Arena Intellectual Property Security Agreement(11)

 10.30

 2021
 Addendum to Arena Guaranty Agreement from Company Subsidiaries(11)

 10.31

 Asset
 Acquisition Agreement with Imbibe(10)

 10.32

 Equipment
 Acquisition Agreement with TWS(12)

 10.33

 Promissory
 Note to TWS(12)

 10.34

 Asset
 Purchase Agreement with MCB(12)

 10.35

 Commercial
 Lease with Makers Developments LLC(13)

 10.36

 Single-Tenant
 NNN Lease Agreement with CS2 Real Estate Holdings, LLC(13)

 10.37

 Commercial
 Lease with Red Road Business Park(13)

 10.38

 Asset
 Acquisition Agreement with various Sellers (Botanical Biotech)(10)

 10.39

 PrimeX Distribution Agreement(15)

 10.40

 American Development Partners development agreement(15)

 10.41

 Mast
 Hill Securities Purchase and Related Agreements(14)

 10.42

 Blue
 Lake Partners Securities Purchase and Related Agreements(14)

 10.43

 Fourth
 Man Securities Purchase and Related Agreements(16)

 10.44

 Extension
 and Amendment to Arena Transactional Documents(16)

 10.45

 Amended
 Placement Agent Agreement(18)

 10.46

 Alumni
 Capital Securities Purchase and Related Documents(19)

 10.47

 Arena
 Exchange Agreement(20)

 10.48

 Agreement
 with Forever Bradst(21)

 10.49

 Promissory
 Note Modification Agreement with TWS Pharma LLC(22)

 10.50

 Securities Purchase Agreement(22)

 10.51

 Promissory Note(22)

 10.52

 Revenue Pledge and Security Agreement(22)

 10.53

 Common Stock Purchase Warrant(22)

 10.54

 Amendment
 to Walleye Common Stock Purchase Agreement(22)

 10.55

 Walleye Registration Rights Agreement(22)

 10.56

 Intercreditor
 Agreement among Can B Corp., Walleye and Arena(22)

 10.57

 Arena
 Forbearance Agreement(22)

 10.58

 Amendment
 No. 2 to Blue Lake Partners Promissory Note and Amendment to Securities Purchase Agreement, Consent and Waiver Agreement(22)

 10.59

 Amendment
 No. 2 to Mast Hill Fund Promissory Note, Amendment to Securities Purchase Agreement, Consent and Waiver Agreement(22)

 10.60

 Amendment
 No. 2 to Fourth Man Promissory Note, Amendment to Securities Purchase Agreement, Consent and Waiver Agreement(22)

 10.61

 May 2023 Promissory Note(23)

 10.62

 Securities
 Purchase Agreement dated as of October 26, 2023 between Can B Corp. and Walleye Opportunities Master Fund Ltd.(24)

 10.63

 Promissory
 Note dated October 27, 2023 issued by Can B Corp. to Walleye Opportunities Master Fund Ltd.(24)

 10.64

 Note dated October 27, 2023 issued by Can B Corp. to Walleye Opportunities Master Fund Ltd.(24)

 10.65

 Distribution
 and Assignment Agreement dated as of October 27, 2023 among Can B Corp, Nascent Pharma, LLC and Walleye Opportunities Master Fund
 Ltd.(24)

 10.66

 Registration
 Rights Agreement dated as of October 27, 2023 between Can B Corp and Walleye Opportunities Master Fund Ltd.(24)

 10.67

 Employment Agreement with Marco Alfonsi dated February 8, 2024

 10.68

 Employment Agreement with Stanley Teeple dated February 8, 2024

 10.69

 Amendment Modification to Convertible Promissory Note dated August 7, 2023 between Can B Corp. and ClearThink Capital Partners, LLC

 10.70

 Promissory Note dated September 22, 2023 issued by Can B Corp. to ClearThink Capital Partners, LLC

 10.71

 Promissory Note dated December 20, 2023 issued by Can B Corp. to ClearThink Capital Partners, LLC

 10.72

 Promissory Note dated February 29, 2024 issued by Can B Corp. to ClearThink Capital Partners, LLC

 14.1

 Code
 of Ethics(1)

 21.1

 List
 of Subsidiaries(10)

 31.1

 Chief
 Executive Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002

 31.2

 Chief
 Financial Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002

 32.1

 Chief
 Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
 of 2002

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 (1)

 Filed with the Annual Report on Form 10-K filed with the SEC on April 2, 2020 and incorporated herein by reference.

 (2)

 Filed with the Form S-1 Registration Statement filed with the SEC on December 2, 2015 and incorporated herein by reference.

 (3)

 Filed with the Current Report on Form 8-K filed with the SEC on January 30, 2019 and incorporated herein by reference.

 (4)

 Filed with the Current Report on Form 8-K filed with the SEC on December 6, 2019 and incorporated herein by reference.

 (5)

 Filed with the Current Report on Form 8-K filed with the SEC on February 18, 2020 and incorporated herein by reference.

 (6)

 Filed with the Current Report on Form 8-K filed with the SEC on January 15, 2019 and incorporated herein by reference.

 (7)

 Filed with the Form 1-A/A, Part II, filed with the SEC on July 17, 2020 and incorporated herein by reference.

 (8)

 Filed with the Form 1-A POS, Part II, filed with the SEC on September 11, 2020 and incorporated herein by reference.

 (9)

 Filed with the Current Report on Form 8-K filed with the SEC on November 23, 2020 and incorporated herein by reference.

 (10)

 Filed with the Annual Report on Form 10-K filed with the SEC on April 15, 2022 and incorporated herein by reference.

 (11)

 Filed with the Quarterly Report on Form 10-Q filed with the SEC on May 21, 2021 and incorporated herein by reference.

 (12)

 Filed with the Current Report on Form 8-K filed with the SEC on August 17, 2021 and incorporated herein by reference.

 (13)

 Filed with the Current Report on Form 8-K filed with the SEC on September 1, 2021 and incorporated herein by reference.

 (14)

 Filed with the Current Report on Form 8-K filed with the SEC on March 31, 2022 and incorporated herein by reference.

 (15)

 Filed with the Form 10-K filed with the SEC on April 15, 2022 and incorporated herein by reference.

 (16)

 Filed with the Current Report on Form 8-K filed with the SEC on April 29, 2022 and incorporated herein by reference.

 (17)

 Filed with Form S-1/A filed with the SEC on February 14, 2022 and incorporated herein by reference.

 (18)

 Filed with Form S-1/A filed with the SEC on May 25, 2022 and incorporated herein by reference.

 (19)

 Filed with the Current Report on Form 8-K filed with the SEC on June 15, 2022 and incorporated herein by reference.

 (20)

 Filed with Form S-1/A filed with the SEC on May 25, 2022 and incorporated herein by reference.

 (21)

 Filed with the Current Report on Form 8-K filed with the SEC on July 25, 2022 and incorporated herein by reference.

 (22)

 Filed with the Annual Report on Form 10-K filed with the SEC on April 17, 2023 and incorporated herein by reference.

 (23)

 Filed with the Quarterly Report on Form 10-Q filed with the SEC on May 22, 2023 and incorporated herein by reference.

 (24)

 Filed with the Current Report on Form 8-K filed with the SEC on November 3, 2023 and incorporated herein by reference.

 SIGNATURES

 In accordance with Section 13 or 15(d) of the Exchange
Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Can B Corp.

 Date: April 15, 2024

 By:

 /s/ Marco Alfonsi

 Name:

 Marco Alfonsi

 Title:

 Chief Executive Officer

 (Principal Executive Officer and Principal Accounting Officer)

 Date: April 15, 2024

 By:

 /s/ Stanley L. Teeple

 Name:

 Stanley L. Teeple

 Title:

 Chief Financial Officer

 In accordance with the Exchange Act, 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/ Marco Alfonsi

 Chief Executive Officer, Director and Chairman

 Marco Alfonsi

 (Principal Executive Officer)

 /s/ Stanley L. Teeple

 Secretary, CFO and Director

 Stanley L. Teeple

 (Principal Financial and Accounting Officer)

 /s/ Frederick Alger Boyer Jr.

 Independent Director

 Frederick Alger Boyer Jr.

 /s/ James Murphy

 Independent Director

 James Murphy

 Can B Corp. and Subsidiaries

 Index to Financial Statements

 Consolidated Financial Statements

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Stockholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements.

 F- 1

 Report
of Independent Registered Public Accounting Firm

 To
the shareholders and the board of directors of Can B Corp.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Can B Corp. as of December 31, 2023 and 2022, 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, 2023 and 2022, 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
2 to the financial statements, the Company's significant operating losses raise substantial doubt about its ability to continue
as a going concern. 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

 F- 2

 Can

Balance Sheets

 Assets

 Current assets:

 Cash and cash equivalents

 $
 34,006

 $
 73,194

 Accounts receivable, less allowance for doubtful accounts of $ 2,818,395 and $ 985,028 at December 31, 2023 and 2022, respectively

 3,723,344

 6,586,210

 Inventory

 1,619,542

 2,024,053

 Prepaid expenses and other current assets

 4,138

 21,024

 Total current assets

 5,381,029

 8,704,481

 Other assets:

 Deposits

 235,418

 165,787

 Intangible assets, net

 95,144

 107,144

 Property and equipment, net

 4,106,283

 5,432,357

 Right of use assets, net

 295,151

 1,136,883

 Other noncurrent assets

 13,139

 13,139

 Total other assets

 4,745,135

 6,855,310

 Total assets

 $
 10,126,164

 $
 15,559,791

 Liabilities and Stockholders' Equity

 Current liabilities:

 Accounts payable

 $
 1,945,243

 $
 3,140,408

 Accrued expenses

 -

 181,700

 Due to related party

 357,243

 295,243

 Notes and loans payable, net

 8,569,489

 7,951,196

 Warrant liabilities

 1,766

 203,043

 Operating lease liability - current

 254,391

 652,172

 Total current liabilities

 11,128,132

 12,423,762

 Long-term liabilities:

 Operating lease liability - noncurrent

 -

 438,104

 Total long-term liabilities

 -

 438,104

 Total liabilities

 $
 11,128,132

 $
 12,861,866

 Commitments and contingencies (Note 14)

 -

 -

 Stockholders' equity:

 Preferred stock, authorized 5,000,000 shares:

 Series A Preferred stock, no
 par value: 20
 shares authorized, 5
 shares and 20
 shares issued and outstanding at December 31, 2023 and 2022, respectively

 Series B Preferred stock, $ 0.001 par value: 500,000 shares authorized, 0 issued and outstanding

 -

 -

 Series C Preferred stock, $ 0.001
 par value: 2,000
 shares authorized, 1,100
 and 23
 issued and outstanding at December 31, 2023 and 2022, respectfully

 Series D Preferred stock, $ 0.001
 par value: 4,000
 shares authorized, 4,000
 and 1,950
 issued and outstanding at December 31, 2023 and 2022, respectfully

 Preferred stock,
 value

 Common stock, no
 par value; 1,500,000,000
 shares authorized, 4,422,584
 and 2,834,755
 issued and outstanding at December 31, 2023 and 2022, respectively

 83,263,105

 79,614,986

 Common stock issuable, no
 par value; 36,248
 and 0
 shares at December 31, 2023 and 2022, respectively

 Treasury stock

)

)

 Additional paid-in capital

 10,396,274

 8,006,822

 Accumulated deficit

 ( 102,428,298
)

 ( 92,690,834
)

 Total stockholders' equity

 ( 1,001,968
)

 2,697,925

 Total liabilities and stockholders' equity

 $
 10,126,164

 $
 15,559,791

 See
notes to consolidated financial statements

 F- 3

 Can

Statement of Operations

 2023

 2022

 Year Ended December 31,

 2023

 2022

 Revenues

 Product sales

 $
 1,336,117

 $
 5,524,036

 Service revenue

 819,627

 1,161,483

 Total revenues

 2,155,744

 6,685,519

 Cost of revenues

 1,797,047

 4,071,144

 Gross profit

 358,698

 2,614,375

 Operating Expenses

 Compensation

 2,923,858

 7,199,215

 Consulting and professional fees

 1,824,952

 5,416,006

 Other operating expenses

 3,096,330

 4,167,301

 Total operating expenses

 7,845,140

 16,782,522

 Loss from operations

 ( 7,486,442
)

 ( 14,168,147
)

 Other (expense) income:

 Change in fair value of warrant liability

 201,277

 154,010

 Interest expense

 ( 2,510,811
)

 ( 902,130
)

 Other income/(expense)

 68,108

 ( 7,115

 Other expense

 ( 2,241,426
)

 ( 755,235
)

 Loss before provision for income taxes

 ( 9,727,868
)

 ( 14,923,382
)

 Provision for income taxes

 9,596

 $
 ( 9,737,464
)

 $
 ( 14,924,175
)

 Loss per share - basic and diluted

 $
 ( 0.77
)

 $
 ( 4.18
)

 Weighted average shares outstanding - basic and diluted

 12,590,147

 3,570,087

 See
notes to consolidated financial statements

 F- 4

 Can

Statements of Stockholders' Equity

 Years
ended December 31, 2023 and 2022

 Issuable

 Capital

 Deficit

 Total

 Series A
 Preferred Stock

 Series B
 Preferred Stock

 Series C
Preferred Stock

 Series D Preferred Stock

 Common Stock

 Common Stock

 Treasury Stock

 Additional Paid-in

 Accumulated

 Issuable

 Capital

 Deficit

 Total

 Balance, December 31, 2021

 $
 28,440,000

 $
 -

 $
 207,000

 1,950

 $

 2,834,755

 $
 49,676,847

 $
 -

 $
)

 $
 5,635,003

 $
 ( 77,766,659
)

 $
 5,619,515

 Conversion of Series A Preferred stock to Common stock

 ( 15
)

 ( 23,120,000
)

 -

 -

 -

 -

 -

 -

 33,345

 23,120,000

 -

 -

 -

 -

 -

 -

 Issuance of preferred stock

 -

 -

 -

 -

 -

 -

 2,050

 -

 -

 -

 -

 -

 -

 -

 Sale of common stock

 -

 -

 -

 -

 -

 -

 -

 -

 51,282

 500,000

 -

 -

 -

 -

 -

 500,000

 Issuance of common stock in lieu of note interest repayments

 -

 -

 -

 -

 -

 -

 -

 -

 10,150

 73,078

 -

 -

 -

 -

 -

 73,078

 Issuance of common stock for services rendered

 -

 -

 -

 -

 -

 -

 -

 -

 1,270,616

 4,370,256

 -

 -

 -

 -

 4,489,842

 Issuance of common stock for equipment

 -

 -

 -

 -

 -

 -

 -

 -

 13,704

 98,666

 -

 -

 -

 -

 -

 98,666

 Issuance of common stock for asset acquisition

 -

 -

 -

 -

 -

 -

 -

 -

 190,505

 1,767,498

 -

 -

 -

 -

 -

 1,767,498

 Issuance of common stock resulting from the exercise of warrants

 -

 -

 -

 -

 -

 -

 -

 -

 18,227

 8,641

 -

 -

 -

 -

 -

 8,641

 Stock-based compensation

 -

 -

 -

 -

 1,077

 2,693,039

 -

 -

 -

 -

 -

 -

 -

 2,371,819

 -

 5,064,858

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 14,924,175
)

 ( 14,924,175
)

 Balance, December 31, 2022

 $

 $
 -

 1,100

 $

 4,000

 $

 4,422,584

 $
 79,614,986

 $

 $
)

 $
 8,006,822

 $
 ( 92,690,834
)

 $
 2,697,925

 Balance,
 value

 $

 $
 -

 1,100

 $

 4,000

 $

 4,422,584

 $
 79,614,986

 $

 $
)

 $
 8,006,822

 $
 ( 92,690,834
)

 $
 2,697,925

 Issuance of common stock for services rendered

 -

 -

 -

 -

 -

 -

 -

 -

 3,965,385

 1,046,194

 -

 -

 -

 -

 -

 1,046,194

 Issuance of common stock for purchase of equipment

 -

 -

 -

 -

 -

 -

 -

 -

 125,000

 46,875

 -

 -

 -

 -

 -

 46,875

 Warrants issued in connection with the issuance of convertible note

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 937,787

 -

 937,787

 Issuance of common stock for for wages and salaries

 -

 -

 -

 -

 -

 -

 -

 -

 6,940,118

 589,216

 -

 -

 -

 -

 -

 589,216

 Issuance of common stock for purchase of inventory

 -

 -

 -

 -

 -

 -

 -

 -

 675,000

 175,500

 -

 -

 -

 -

 -

 175,500

 Issuance of common stock in lieu of interest payments

 -

 -

 -

 -

 -

 -

 -

 -

 3,224,474

 328,932

 -

 -

 -

 -

 -

 328,932

 Issuance of common stock or legal settlement

 -

 -

 -

 -

 -

 -

 -

 -

 1,419,156

 185,499

 -

 -

 -

 -

 -

 185,499

 Issuance of common stock in lieu of note repayments

 -

 -

 -

 -

 -

 -

 -

 -

 11,981,479

 1,275,903

 -

 -

 -

 -

 -

 1,275,903

 Stock-based compensation

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 1,451665

 -

 1,451,665

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 9,737,464
)

 ( 9,737,464
)

 Balance, December 31, 2023

 $

 -

 $
 -

 1,100

 $

 4,000

 $

 32,753,196

 $
 83,263,105

 $

 $
)

 $
 10,396,274

 $
 ( 102,428,298
)

 $
 ( 1,001,968
)

 Balance,
 value

 $

 -

 $
 -

 1,100

 $

 4,000

 $

 32,753,196

 $
 83,263,105

 $

 $
)

 $
 10,396,274

 $
 ( 102,428,298
)

 $
 ( 1,001,968)

 See
notes to consolidated financial statements

 F- 5

 Can

Statements of Cash Flows

 2022

 2022

 Year Ended December 31,

 2022

 2022

 Operating activities:

 $
 ( 9,737,464
)

 $
 ( 14,924,175
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Stock-based compensation

 1,451,665

 5,064,860

 Common stock in lieu of cash payroll

 589,216

 -

 Depreciation

 1,387,949

 1,408,061

 Amortization of intangible assets

 26,906

 Amortization of original-issue-discounts

 1,417,583

 444,920

 Bad debt expense

 1,833,367

 751,025

 Impairment of intangible assets

 -

 252,462

 Loss on sale of property and equipment

 -

 309,000

 Cancellation of debt

 ( 110,000
)

 -

 Change in fair value of warrant liability

 ( 201,277
)

 ( 154,010
)

 Stock-based interest expense

 328,932

 73,078

 Stock-based consulting expense

 1,046,194

 4,489,842

 Changes in operating assets and liabilities:

 Accounts receivable

 1,029,499

 ( 3,690,558
)

 Inventory

 580,011

 529,385
)

 Prepaid expenses

 16,887

 ( 14,327

 Operating lease right-of-use asset

 5,847

 ( 26,764
)

 Accounts payable

 ( 954,904
)

 1,988,699

 Accrued expenses

 -

 ( 475,828
)

 Net cash used in operating activities

 ( 1,304,495
)

 ( 3,947,424
)

 Investing activities:

 Purchase of property and equipment

 ( 15,000
)

 -

 Deposits paid

 ( 69,631
)

 -

 Net cash used in investing activities

 ( 84,631
)

 -

 Financing activities:

 Net proceeds received from notes and loans payable

 2,405,000

 3,449,853

 Proceeds from issuance of Series D Preferred Stock

 -

 -

 Proceeds from sale of common stock

 -

 500,000

 Repayments of notes and loans payable

 ( 939,062
)

 ( 377,500
)

 Deferred financing costs

 ( 178,000
)

 ( 77,706

 Amounts received from related parties, net

 62,000

 76,970

 Net cash provided by financing activities

 1,349,938

 3,571,617

 Decrease in cash and cash equivalents

 ( 39,188
)

 ( 375,807
)

 Cash and cash equivalents, beginning of period

 73,194

 449,001

 Cash and cash equivalents, end of period

 $
 34,006

 $
 73,194

 Supplemental Cash Flow Information:

 Income taxes paid

 $
 -

 $
 1,075

 Interest paid

 $
 -

 $
 83,147

 Non-cash Investing and Financing Activities:

 Issuance of common stock in lieu of repayment of notes payable

 $
 1,275,903

 $
 -

 Issuance of common stock in asset acquisitions

 $
 175,500

 $
 1,767,498

 Issuance of common stock for property and equipment

 $
 46,875

 $
 -

 Assets acquired through issuance of promissory note

 -

 $
 -

 Debt discount associated with warrant liability

 $
 273,529

 $
 357,049

 Issuance of common stock resulting from the exercise of warrants

 $
 -

 $
 8,641

 Issuance of common stock warrants and commitment shares in connection with convertible promissory note

 $
 937,787

 $
 -

 See
notes to consolidated financial statements

 F- 6

 Can

 Notes

 Note
1 – Organization and Description of Business

 Can
B Corp. was originally incorporated as WrapMail, Inc. ("WRAP") in Florida on October 11, 2005. On May 15, 2017, WRAP
changed its name to Canbiola, Inc. On January 16, 2020 Canbiola, Inc. changed its name to Can B Corp. (the "Company",
"we", "us", "our", "CANB", "Can B " or "Registrant").

 The
Company acquired 100% of the membership interests in Pure Health Products, LLC, a New York limited liability company ("PHP"
or "Pure Health Products") effective December 28, 2018. The Company runs it manufacturing operations through PHP and holds
and sells several of its brands through PHP as well. The Company's durable equipment products, such as sam units with and
without CBD infused pads, are marketed and sold through its wholly-owned subsidiaries, Duramed Inc. (incorporated on November 29, 2018)
and Duramed MI LLC (fka DuramedNJ, LLC) (incorporated on May 29, 2019) (collectively, "Duramed"). Duramed began operating
on or about February 1, 2019. Most of the Company's consumer products include hemp derived cannabidiol ("CBD"); however,
the Company has just recently begun extracting cannabinol ("CBN") and cannabigerol ("CBG") for wholesale to third-parties
looking to incorporate such compounds into their products through its wholly owned subsidiaries, Botanical Biotech, LLC (incorporated
March 10, 2021), TN Botanicals, LLC and CO Botanicals LLC (both incorporated in August 2021). These three subsidiaries have also begun
synthesizing Delta-8 and Delta-10 from hemp. Delta-8 and Delta-10 can produce similar, though less potent, effects as delta-9 (commonly
referred to as THC); however, the legality of hemp derived Delta-8 and Delta-10 are in a gray area and considered a potential loophole
at this point due to the 2018 hemp bill. The Company's other subsidiaries did not have operations during the year ended December
31, 2022.

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

 Note
2 – Going Concern

 The
consolidated financial statements have been prepared on a "going concern" basis, which contemplates the realization of
assets and liquidation of liabilities in a normal course of business. As of December 31, 2023, the Company had cash and cash
equivalents of $ 34,006
and negative working capital of $ 5,747,103.
For the years ended December 31, 2023 and 2022, the Company had incurred losses of $ 9,737,464
and $ 14,924,175,
respectively. These factors raise substantial doubt as to the Company's ability to continue as a going concern.

 After
careful consideration and analysis of the economics, supply chain, processing logistics, and management of manpower the Company decided
to consolidate operations in its CO operations in Mead and Ft. Morgan. The Company has very limited processing ability via 3 rd
party vendors to process its owned biomass into isolate.

 As
a result of the consolidation of the Florida and Tennessee operations into Fort Morgan, Colorado and the subsequent Article 9 auction
sale of the primary hemp division assets, the Colorado operation has limited ability to process any materials other than through third
party operations.

 The
consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as
a going concern.

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

 Basis
of presentation

 The
accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United
States of America ("GAAP").

 On
February 8, 2022, the Company effected a 1-for-15 reverse stock split of the Company's common stock, or the 2021 Reverse Stock
Split. As a result of the 2021 Reverse Stock Split, every 15 shares of the Company's pre-2021 Reverse Stock Split common stock
were combined and reclassified into one share of the Company's common stock.

 Principles
of Consolidation

 The
consolidated financial statements contained herein include the accounts of Can B Corp. and its wholly owned subsidiaries. All significant
intercompany balances and transactions have been eliminated.

 F- 7

 Can

 Notes

 Use
of Estimates

 The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of sales (or revenues) and expenses during the reporting period.

 Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that estimates made as of the date
of the financial statements could change in the near term due to one or more future events. Accordingly, the actual results could differ
significantly from those estimates. Significant accounting estimates reflected in the Company's consolidated financial statements
include, but are not limited to, revenue recognition, allowance for doubtful accounts, recognition and measurement of income tax assets,
valuation of share-based compensation, and the valuation of net assets acquired.

 Asset
Acquisitions

 When
applicable, the Company accounts for the acquisition of a business in accordance with the accounting standards codification ("ASC")
guidance for business combinations, whereby the total purchase consideration transferred is allocated to the assets acquired and liabilities
assumed, including amounts attributable to non-controlling interests, when applicable, based on their respective estimated fair values
as of the date of acquisition. Goodwill represents the excess of purchase consideration transferred over the estimated fair value of
the identifiable net assets acquired in a business combination.

 Assigning
estimated fair values to the net assets acquired requires the use of significant estimates, judgments, inputs, and assumptions regarding
the fair value of the assets acquired and liabilities assumed. Estimated fair values of assets acquired and liabilities assumed are generally
based on available historical information, independent valuations or appraisals, future expectations, and assumptions determined to be
reasonable but are inherently uncertain with respect to future events, including economic conditions, competition, the useful life of
the acquired assets, and other factors. The company may refine the estimated fair values of assets acquired and liabilities assumed,
if necessary, over a period not to exceed one year from the date of acquisition by taking into consideration new information that, if
known at the date of acquisition, would have affected the estimated fair values ascribed to the assets acquired and liabilities assumed.
The judgments made in determining the estimated fair value assigned to assets acquired and liabilities assumed, as well as the estimated
useful life and depreciation or amortization method of each asset, can materially impact the net earnings of the periods subsequent to
the acquisition through depreciation and amortization, and in certain instances through impairment charges, if the asset becomes impaired
in the future. During the measurement period, any purchase price allocation changes that impact the carrying value of goodwill affects
any measurement of goodwill impairment taken during the measurement period, if applicable. If necessary, purchase price allocation revisions
that occur outside of the measurement period are recorded within cost of sales or selling, general and administrative expense within
the Consolidated Statements of Earnings depending on the nature of the adjustment.

 F- 8

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 Notes

 When
an acquisition does not meet the definition of a business combination because either: (i) substantially all of the fair value of the
gross assets acquired is concentrated in a single identifiable asset, or group of similar identified assets, or (ii) the acquired entity
does not have an input and a substantive process that together significantly contribute to the ability to create outputs, the company
accounts for the acquisition as an asset acquisition. In an asset acquisition, goodwill is not recognized, but rather, any excess purchase
consideration over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets
as of the acquisition date and any direct acquisition-related transaction costs are capitalized as part of the purchase consideration.

 Revenue
Recognition

 The
Company recognizes revenue in accordance with the Financial Accounting Standards Board ("FASB") ASC 606, Revenue from Contracts
with Customers, which requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets
criterial standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services
to the customer are identified; (3) the transaction price, with consideration given to any variable, noncash, or other relevant consideration,
is determined; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when control of goods
or services is transferred to the customer with consideration given, whether that control happens over time or not. Determination of
criteria (3) and (4) are based on our management's judgments regarding the fixed nature of the selling prices of the products and
services delivered and the collectability of those amounts.

 Private
Label Customers are wholesale distributors of the Company's product, under their own wholesale private label brand. The products
are made to Company specifications and shipped directly to the wholesaler. The pricing is predicated upon a volume discount negotiated
at the time of the placement of the orders. Product is produced and labeled in the Washington manufacturing facility and shipped directly
to the Private Label customer who re-distributes to their retail and other customers. The products are fully paid when shipped.

 Revenue
from product sales is recognized when an order has been obtained, the price is fixed and determinable, the product is shipped, title
has transferred, and collectability is reasonably assured.

 The
Company's Duramed Division provides a sam Pro 2.0 medical device to patients through a doctor program whereby the physician
evaluates the patients' needs for medical necessity, and if determined that the device use would be beneficial, writes a prescription
for the patient who signs a rental form, for a 35-day cycle for the unit, that is submitted to Duramed who bills the appropriate insurance
company. The insurance company pays the invoice, or a negotiated amount via arbitration, and that revenue is reported as revenue when
invoiced to the insurance carrier. The collected amount is reconciled with the invoice amount on a daily basis.

 Service
revenue consists of hemp processing services provided by the Company to other hemp related entities. Services revenues are recorded when
services are rendered.

 Freight
billed to customers is included within sales on the consolidated statement of operations. The related freight charged to the Company
is included within cost of revenues. Sales tax collected from customers is remitted to governmental authorities on a net basis.

 Cost
of Revenues

 The
cost of revenues is the total cost incurred to obtain a sale, the cost of the goods sold, and costs related to the processing of hem
for outside parties. The Company's policy is to recognize it in the same manner as, and in conjunction with, revenue recognition.
Cost of revenues primarily consist of the costs directly attributable to revenue recognized and includes expenses related to the production,
packaging and labeling of our CBD products and durable medical goods.

 F- 9

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 Notes

 Cash,
cash equivalents and restricted cash

 The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

 Accounts
receivables, net

 Trade
receivables arise from granting credit to customers in the normal course of business, are unsecured and are presented net of an allowance
for doubtful accounts. The allowance is based on a number of factors, including the length of time the receivable is past due, the Company's
previous loss history, the customer's current ability to pay, and the general condition of the economy and industry as a whole.
Depending on the customer, payment is due between 30 and 60 days after the customer receives an invoice. Certain receivables related
to durable medical devices can have collection periods of 18 to 24 months due to the inherent nature of no-fault insurance claims. The
Company has taken this into consideration when assessing receivables related to durable medical devices. Other accounts that are more
than 45 days past due are individually analyzed for collectability. When all collection efforts have been exhausted, the accounts are
written off. Historically, the Company has not suffered significant losses with respect to its trade receivables.

 Inventories

 Inventories,
which consist of purchased components for resale, are valued at the lower of average cost (which approximates the first-in, first-out
method) and net realizable value. The Company reduces the carrying value of inventory for those items that are potentially excess, obsolete
or slow-moving based on changes in customer demand, technology developments or other economic factors.

 Long-lived
assets

 Property
and equipment are recorded at cost and presented net of accumulated depreciation. Major additions and betterments are capitalized while
maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed. Property and equipment are depreciated
on the straight-line basis over their estimated useful lives.

 Definite-lived
intangible assets arising from asset acquisitions include intellectual property, patents, trademarks, and certain hemp processing registrations.
Definite-lived intangible assets are amortized over the estimated period during which the asset is expected to contribute directly or
indirectly to future cash flows.

 The
Company reviews its long-lived assets for impairment whenever events or circumstances exist that indicate the carrying amount of an asset
or asset group may not be recoverable. The recoverability of long-lived assets is measured by a comparison of the carrying amount of
the asset or asset group to the future undiscounted cash flows expected to

 be
generated by that asset group. If the asset or asset group is considered to be impaired, an impairment loss would be recorded to adjust
the carrying amounts to the estimated fair value. No such impairment was recorded during the periods covered by this report.

 F- 10

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 Notes

 Leases

 The
Company determines if an arrangement is or contains a lease at contract inception. In arrangements that involve an identified asset,
there is also judgment in evaluating if we have the right to direct the use of that asset.

 The
Company does not have any finance leases. Operating leases are recorded in our consolidated balance sheets. Right-of-use ("ROU")
assets and lease liabilities are measured at the lease commencement date based on the present value of the remaining lease payments over
the lease term, determined using the discount rate for the lease at the commencement date. Because the rate implicit in our leases is
not readily determinable, we use our incremental borrowing rate as the discount rate, which approximates the interest rate at which we
could borrow on a collateralized basis with similar terms and payments and in similar economic environments. As of December 31, 2024,
our Hicksville, NY office lease was terminated and we are renting month-to-month until a new lease is signed. The Colorado operations,
presently in two Fort Morgan, Colorado facilities, are being rented on a month to month basis for approximately $ 14,500 per month. Operating
lease expense is recognized on a straight-line basis over the lease term. We account for lease and non-lease components, principally
common area maintenance for our facilities leases, as a single lease component.

 In
accordance with accounting requirements, leases with an initial term of 12 months or less are recorded on the balance sheet, with lease
expense for these leases recognized on a straight-line basis over the lease term.

 Income
taxes

 Income
taxes are accounted for under the asset and liability method pursuant to ASC Topic 740, Income Taxes (ASC 740), whereby deferred
tax assets and liabilities are recognized for the expected future consequences attributable to the differences between the financial
statement carrying amounts and the tax basis of assets and liabilities. The effect of a change in tax rates on deferred tax assets and
liabilities is recognized in the period of the change. Further, deferred tax assets are recognized for the expected realization of available
net operating loss and tax credit carryforwards. A valuation allowance is recorded on gross deferred tax assets when it is "more
likely than not" that such asset will not be realized. When evaluating the realizability of deferred tax assets, all evidence,
both positive and negative, is evaluated. Items considered in this analysis include the ability to carry back losses, the reversal of
temporary differences, tax planning strategies, and expectations of future earnings. The Company reviews its deferred tax assets on a
quarterly basis to determine if a valuation allowance is required based upon these factors. Changes in the Company's assessment
of the need for a valuation allowance could give rise to a change in such allowance, potentially resulting in additional expense or benefit
in the period of change.

 The
Company's income tax provision or benefit includes U.S. federal, state and local income taxes and is based on pre-tax income or
loss. In determining the annual effective income tax rate, the Company analyzed various factors, including its annual earnings and taxing
jurisdictions in which the earnings were generated, the impact of state and local income taxes, and its ability to use tax credits and
net operating loss carryforwards.

 F- 11

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 Notes

 Under
ASC 740, the amount of tax benefit to be recognized is the amount of benefit that is "more likely than not" to be sustained
upon examination. The Company analyzes its tax filing positions in all of the U.S. federal, state, local,

 and
foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions.
If, based on this analysis, the Company determines that uncertainties in tax positions exist, a liability is established in the consolidated
financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax positions in the provision for
income taxes.

 The
Company's income tax returns are subject to examination by federal and state authorities in accordance with prescribed statutes.

 Stock-based
compensation

 The
Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation ("ASC 718"),
by recognizing compensation expense based upon the estimated fair value of the awards on the date of grant. The Company determines the
estimated grant-date fair value of restricted shares using the closing price on the date of the grant and the grant-date fair value of
stock options using the Black-Scholes-Merton model. In order to calculate the fair value of the options, certain assumptions are made
regarding the components of the model, including risk-free interest rate, volatility, expected dividend yield and expected option life.
Changes to the assumptions could cause significant adjustments to the valuation. The Company recognizes compensation costs ratably over
the period of service using the straight-line method.

 Net
loss per common share

 Pursuant
to ASC Topic 260, Earnings Per Share, basic net loss per common share is computed by dividing net loss by the weighted average
number of common shares outstanding during the reporting periods, including vested but undelivered stock options.

 Diluted
net loss per share is based on the weighted average number of shares outstanding during the periods plus the effect, if any, of the potential
exercise or conversion of securities, such as warrants and restricted stock units that would cause the issuance of additional shares
of common stock. In computing the basic and diluted net loss per share applicable to common stockholders during the periods listed in
the consolidated statements of operations, the weighted average number of shares are the same for both basic and diluted net loss per
share due to the fact that when a net loss exists, dilutive shares are not included in the calculation as the impact is anti-dilutive.
An anti-dilutive impact is an increase in earnings per share or a decrease in net loss per share that would result from the conversion,
exercise, or issuance of certain contingent securities.

 Concentration
of business and credit risk

 Financial
instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents and
accounts receivable. Cash held by the Company, in financial institutions, may exceed the federally insured limit of $ 250,000 at certain
times. There were no cash and cash equivalents which exceeded federally insured limits as of December 31, 2023 or 2022.

 No
customer accounted for more than 10 % of sales or accounts receivable in each of the periods presented in the accompanying consolidated
financial statements.

 Fair
value of financial instruments

 Fair
value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to
be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers
assumptions that market participants would use when pricing the asset or liability.

 F- 12

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 Notes

 ASC
Topic 820, Fair Value Measurements and Disclosures provides a fair value hierarchy, which prioritizes the inputs to valuation
techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in
its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows:

 Level 1 — inputs
 are based upon unadjusted quoted prices for identical assets or liabilities traded in active markets.

 Level 2 — inputs
 are based upon quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets
 and liabilities in markets that are not active and model-based valuation techniques for which all significant assumptions are observable
 in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 Level 3 — inputs
 are generally unobservable and typically reflect management's estimates of assumptions that market participants would use in
 pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing
 models, discounted cash flow models, and similar techniques.

 Assets
measured at fair value on a non-recurring basis include goodwill, and tangible and intangible assets. Such assets are reviewed annually
for impairment indicators. If a triggering event has occurred, the assets are re-measured when the estimated fair value of the corresponding
asset group is less than the carrying value. The fair value measurements, in such instances, are based on significant unobservable inputs
(Level 3).

 The
carrying amounts of the Company's financial instruments, which include accounts receivables, accounts payable and accrued expenses
and debt at floating interest rates, approximate their fair values, principally due to their short-term nature, maturities or nature
of interest rates.

 Advertising
and vendor considerations

 Advertising
costs are expensed as incurred.

 Reclassifications

 Certain
prior period amounts have been reclassified to conform to the current period presentation.

 Segment
reporting

 The
Company operates as a single operating segment. The Chief Executive Officer, who is the chief operating decision maker, manages the Company
as a single profit center in order to promote collaboration, provide comprehensive service offerings across the entire customer base,
and provide incentives to employees based on the success of the organization as a whole. Although certain information regarding selected
products or services is discussed for purposes of promoting an understanding of the Company's business, the chief operating decision
maker manages the Company and allocates resources at the consolidated level.

 Recently
Adopted Accounting Pronouncements

 The
Financial Accounting Standards Board ("FASB") issued the following accounting pronouncement which became effective for the
Company in 2021, and which did not have a material impact on its condensed consolidated financial statements:

 F- 13

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 Notes

 In
May 2021, the FASB issued ASU No. 2021-04, Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified
Written Call Options ("ASU No. 2021-04"), which provides guidance for a modification or an exchange of a freestanding
equity-classified written call option that is not within the scope of another Topic. Under ASU 2021-04, an entity is required to treat
a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option, that remains equity
classified, as an exchange of the original instrument for a new instrument. ASU 2021-04 also provides guidance on the measurement of
the effect of a modification or exchange and requires entities to recognize the effect of any such modification or exchange on the basis
of the substance of the transaction.

 ASU
No. 2021-04 was effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Entities
were required to apply the amendments prospectively to modifications or exchanges that occurred on or after the effective date. ASU No.
2021-04 was effective for the Company on January 1, 2022. The adoption did not materially impact the Company's financial condition
or results as the Company's treatment of such modifications were already consistent with the guidance in ASU 2021-04.

 Recently
issued accounting standards

 The
Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material
effect on the Company's consolidated balance sheets, statements of changes in equity, statements of operations and statements of
cash flows.

 Note
4 – Fair Value Measurements

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

of Carrying Value and Fair Value

 Level 1

 Level 2

 Level 3

 Total

 Liabilities

 Warrant liabilities

 $
 —

 $
 —

 $
 1,766

 $
 1,766

 As of December 31, 2022

 Level 1

 Level 2

 Level 3

 Total

 Liabilities

 Warrant liabilities

 $
 —

 $
 —

 $
 203,043

 $
 203,043

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

of Fair Value Assumptions

 As of

31, 2023

31, 2022

 Stock price

 $
 0.07

 $
 1.30

 Exercise price

 $
 6.40

 $
 6.04

 Remaining term (in years)

 3.5

 0.46

 Volatility

 171.8
 %

 %

 Risk-free rate

 3.84
 %

 3.99
 %

 Expected dividend yield

 —
 %

 —

 Warrant measurement input

 -

 -

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

 Schedule of Change in Fair Value of the
Warrant Liabilities

 Warrant liabilities

 Estimated fair value at December 31, 2022

 $
 203,043

 Issuance of warrant liabilities

 -

 Change in fair value

 ( 201,277
)

 Estimated fair value at December 31, 2023

 $
 1,766

 F- 14

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 Notes

 Note
5 – Inventories

 Inventories
consist of hemp biomass that is received in bulk. The CBD biomass is initially processed by extraction into winterized crude oil. The
winterized crude oil is then processed into distillate and then into CBD isolate. These three processes are continuous as raw materials
are converted from biomass to isolate in back-to-back operations so work in process is just a matter of hours in the processing cycle
from biomass to CBD isolate. The isolate is then sold at wholesale or further processed into isomers. Inventories consistent of the following:

of Inventories

 Raw materials

 $
 1,196,112

 $
 829,844

 Finished goods

 423,430

 1,194,209

 Total

 $
 1,619,542

 $
 2,024,053

 F- 15

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 Notes

 Note
6 – Property and Equipment

 Property
and equipment consist of:

of Property and Equipment

 Furniture and fixtures

 $
 21,724

 $
 21,724

 Office equipment

 12,378

 12,378

 Manufacturing equipment

 6,828,083

 6,766,208

 Medical equipment

 776,396

 776,396

 Leasehold improvements

 26,902

 26,902

 Total

 7,665,483

 7,603,608

 Accumulated depreciation

 ( 3,559,200
)

 ( 2,171,251
)

 Net

 $
 4,106,283

 $
 5,432,357

 Depreciation
expense related to property and equipment was $ 1,387,949 and $ 1,408,061 for the years ending December 31, 2023 and 2022, respectively.

 Note
7 – Intangible Assets

 Intangible
assets consist of:

of Intangible Assets

 Technology, IP and patents

 $
 119,998

 $
 119,998

 Total

 119,998

 119,998

 Accumulated amortization

 ( 24,854
)

 ( 12,854
)

 Intangible assets, net

 $
 95,144

 $
 107,144

 Amortization
expense, related to technology, IP, and patents was $12,000 and $26,906 for the years ended December 31, 2023 and 2022, respectively.

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

of Estimated Amortization Expenses

 Years ending December 31,

 2024

 $

 2025

 2026

 2027

 2028

 Thereafter

 35,144

 Total

 $
 95,144

 F- 16

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 Notes

 Note
8 – Notes and Loans Payable

 Convertible
Promissory Notes

 In
December 2020, the Company entered into a convertible promissory note ("ASOP Note I") with Arena Special Opportunities Partners
I, LP ("ASOP"). The original principal amount of the note was $ 2,675,239 and the proceeds are to be utilized for working
capital purposes. The note matured on January 31, 2022 and all principal, accrued and unpaid interest is due at maturity at a rate of
 12 % per annum. The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC
815, Derivatives and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part
of the convertible promissory note and not bifurcated. In addition, the ASOP convertible promissory note was issued with 228,419 common
stock warrants. The common stock purchase warrants entitle the holder to purchase an aggregate of up to 228,419 shares of the Company's
common stock at an exercise price of $ 6.75 per share. The common stock purchase warrants issued to ASOP are considered derivatives, but
satisfied the criteria for classification as equity instruments, and were bifurcated from the host contract - convertible promissory
note and recorded in equity at their relative fair values with a corresponding debt discount recorded to ASOP Note I. The principal balance
outstanding at December 31, 2023 was $ 2,400,997.

 In
December 2020, the Company entered into a convertible promissory note ("ASOF Note I") with Arena Special Opportunities Fund,
LP ("ASOF"). The principal balance of the note is $ 102,539 and it is to be utilized for working capital purposes. The note
matures on January 31, 2022 and all principal, accrued and unpaid interest is due at maturity at a rate of 12 % per annum. The conversion
options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging,
and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory
note and not bifurcated. In addition, the ASOF convertible promissory note was issued with 8,755 common stock warrants. The common stock
purchase warrants entitle the holder to purchase an aggregate of up to 8,755 shares of the Company's common stock at an exercise
price of $ 6.75 per share. The common stock purchase warrants issued to ASOF are considered derivatives, but satisfied the criteria for
classification as equity instruments, and were bifurcated from the host contract - convertible promissory note and recorded in equity
at their relative fair values with a corresponding debt discount recorded to ASOF Note I. The principal balance outstanding at December
31, 2023 was $ 87,773.

 In
May 2021, the Company entered into a convertible promissory note ("ASOP Note II") with Arena Special Opportunities Partners
I, LP. The principal balance of the note is $ 1,193,135 and it is to be utilized for working capital purposes. The note matures on January
31, 2022 and all principal, accrued and unpaid interest is due at maturity at a rate of 12 % per annum. The conversion options contained
in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not
to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated.
In addition, the ASOP convertible promissory note was issued with 101,978 common stock warrants. The common stock purchase warrants entitle
the holder to purchase an aggregate of up to 101,978 shares of the Company's common stock at an exercise price of $ 6.75 per share.
The common stock purchase warrants issued to ASOP are considered derivatives, but satisfied the criteria for classification as equity
instruments, and were bifurcated from the host contract - convertible promissory note and recorded in equity at their relative fair values
with a corresponding debt discount recorded to ASOP Note II. The principal balance outstanding at December 31, 2023 was $ 1,073,250.

 In
May 2021, the Company entered into a convertible promissory note ("ASOF Note II") with Arena Special Opportunities Fund,
LP. The principal balance of the note is $ 306,865 and it is to be utilized for working capital purposes. The note matures on January
31, 2022 and all principal, accrued and unpaid interest is due at maturity at a rate of 12 % per annum. The conversion options contained
in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not
to be considered a derivative and therefore has been recorded in liabilities as part of the convertible promissory note and not bifurcated.
In addition, the ASOP convertible promissory note was issued with 26,228 common stock warrants. The common stock purchase warrants entitle
the holder to purchase an aggregate of up to 26,228 shares of the Company's common stock at an exercise price of $ 6.75 per share.
The common stock purchase warrants issued to ASOF are considered derivatives, but satisfied the criteria for classification as equity
instruments, and were bifurcated from the host contract - convertible promissory note and recorded in equity at their relative fair values
with a corresponding debt discount recorded to ASOF Note II. The principal balance outstanding at December 31, 2023 was $ 276,750.

 The
maturity dates for the above notes were extended to April 30, 2022 on April 14, 2022 in exchange for the Company's promise to pay
the holders $ 300,000. The holders agreed to allow the Company to extend the notes for two additional 30-day periods for $100,000 per
extension. The holders also waived certain defaults under the notes. The Company subsequently elected to extend the maturity date to
May 31, 2022 for the promise to pay an additional $100,000. As discussed below under "Forbearance and Amendment of Outstanding
Notes," ASOP and ASOF have agreed to forbear from exercising remedies under the notes until December 31, 2023 provided that the
Company does not default on its obligations under the Forbearance Agreement. In September 2023, Arena notified the Company that it was
in default of certain obligations under the Forbearance Agreement but did not declare an acceleration of the indebtedness.

 F- 17

 Can

 Notes

 On
January 1, 2022, the Company entered into a convertible promissory note ("Empire Note") with Empire Properties, LLC ("Empire").
The principal balance of the note is $ 52,319 and it is to be utilized for working capital purposes. The note matured on December 31,
2022 or due on demand subsequently to any major funding received by the Company in excess of $ 5,000,000 and all principal, accrued and
unpaid interest is due at maturity at a rate of 8 % per annum. The conversion options contained in the convertible promissory note were
evaluated for derivative accounting under ASC 815, Derivatives and Hedging, and determined not to be considered a derivative and therefore
has been recorded in liabilities as part of the convertible promissory note and not bifurcated. The principal balance outstanding at
December 31, 2023 was $ 52,319.

 In
March 2022, the Company entered into a convertible promissory note ("BL Note") with Blue Lake Partners, LLC ("BL").
The original principal amount of the note was $ 250,000 and the proceeds are to be utilized for working capital purposes. The note had
an original maturity date of March 22, 2023 and all principal, accrued and unpaid interest is due at maturity at a rate of 12 % per annum.
The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives
and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible
promissory note and not bifurcated. In addition, the BL Note was issued with 39,062 common stock warrants. The common stock purchase
warrants entitle the holder to purchase an aggregate of up to 39,062 shares of the Company's common stock at an initial exercise
price of $ 6.40 per share (subject to adjustment upon the occurrence of certain events, including the issuance of lower priced securities).
The common stock purchase warrants issued to BL are considered derivatives and did not satisfy the criteria for classification as equity
instruments and were bifurcated from the host contract - convertible promissory note and recorded as a liability at fair value with a
corresponding debt discount recorded to the BL Note with subsequent changes in fair values recognized in the consolidated statement of
operations at each reporting date. Effective February 27, 2023, in consideration of the Company repaying an aggregate of $ 66,667 under
the BL Note, BL agreed to extend the maturity date of the BL Note until September 1, 2023 and reduce the percentage of the cash proceeds
received by the Company from the issuance of equity or debt that BL can require the Company to apply to the repayment of the BL Note
from 50 % to 33 %. The principal balance outstanding at December 31, 2023 was $ 102,623 and the BL Note is past due.

 In
March 2022, the Company entered into a convertible promissory note ("MH Note") with Mast Hill Fund, LP ("MH").
The original principal amount of the note was $ 350,000 and the proceeds are to be utilized for working capital purposes. The note had
an original maturity date of March 22, 2023 and all principal, accrued and unpaid interest is due at maturity at a rate of 12 % per annum.
The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives
and Hedging, and determined not to be considered a derivative and therefore has been recorded in liabilities as part of the convertible
promissory note and not bifurcated. In addition, the MH Note was issued with 39,062 common stock warrants. The common stock purchase
warrants entitle the holder to purchase an aggregate of up to 39,062 shares of the Company's common stock at an initial exercise
price of $ 6.40 per share (subject to adjustment upon the occurrence of certain events, including the issuance of lower priced securities).
The common stock purchase warrants issued to MH are considered derivatives and did not satisfy the criteria for classification as equity
instruments and were bifurcated from the host contract - convertible promissory note and recorded as a liability at fair value with a
corresponding debt discount recorded to the MH Note with subsequent changes in fair values recognized in the consolidated statement of
operations at each reporting date. Effective February 27, 2023, in consideration of the Company repaying an aggregate of $ 93,333 under
the MH Note, MH agreed to extend the maturity date of the MH Note until September 1, 2023 and reduce the percentage of the cash proceeds
received by the Company from the issuance of equity or debt that MH can require the Company to apply to the repayment of the MH Note
from 50 % to 33 %.. The principal balance outstanding at December 31, 2023 was $ 256,667 and the MH Note is past due.

 In
April 2022, the Company entered into a convertible promissory note ("FM Note") with Fourth Man, LLC ("FM"). The
original principal amount of the note was $ 150,000 and the proceeds are to be utilized for working capital purposes. The note had an
original maturity date of April 22, 2023 and all principal, accrued and unpaid interest is due at maturity at a rate of 12 % per annum.
The conversion options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives
and Hedging, and determined not to be considered derivatives and therefore have been recorded in liabilities as part of the convertible
promissory note and not bifurcated. In addition, the FM Note was issued with 23,437 common stock warrants. The common stock purchase
warrants entitle the holder to purchase an aggregate of up to 23,437 shares of the Company's common stock at an initial exercise
price of $ 6.40 per share (subject to adjustment upon the occurrence of certain events, including the issuance of lower priced securities).
The common stock purchase warrants issued to FM are considered derivatives and did not satisfy the criteria for classification as equity
instruments and were bifurcated from the host contract - convertible promissory note and recorded as a liability at fair value with a
corresponding debt discount recorded to the FM Note with subsequent changes in fair values recognized in the consolidated statement of
operations at each reporting date. Effective February 27, 2023, in consideration of the Company repaying an aggregate of $ 40,000 under
the FM Note, FM agreed to extend the maturity date of the FM Note until September 1, 2023 and reduce the percentage of the cash proceeds
received by the Company from the issuance of equity or debt that FM can require the Company to apply to the repayment of the FM Note
from 50 % to 33 %. On June 30 th, 2023 the Company entered into a Settlement and Mutual Release Agreement to extinguish the $ 110,000
principal outstanding on the FM Note. As of December 31, 2023 the FM Note had been satisfied in full.

 F- 18

 Can

 Notes

 In
June 2022, the Company entered into a convertible promissory note ("Alumni Note") with Alumni Capital, LP ("Alumni").
The original principal amount of the note was $ 62,500 and the proceeds are to be utilized for working capital purposes. The note had
an original maturity date of June 6, 2023 which was extended until September 1, 2023 effective February 27, 2023. All principal, accrued
and unpaid interest is due at maturity at a rate of 12 % per annum. The holder can require the full payment of the note if the Company
completes an offering of its common stock that results in an uplisting of its common stock to a national securities exchange. The conversion
options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging,
and determined not to be considered derivatives and therefore have been recorded in liabilities as part of the convertible promissory
note and not bifurcated. In addition, the Alumni Note was issued with 9,766 common stock warrants. The common stock purchase warrants
entitle the holder to purchase an aggregate of up to 9,766 shares of the Company's common stock at an exercise price of $ 6.40 per
share. The common stock purchase warrants issued to Alumni are considered derivatives and did not satisfy the criteria for classification
as equity instruments and were bifurcated from the host contract - convertible promissory note and recorded as a liability at fair value
with a corresponding debt discount recorded to the Alumni Note with subsequent changes in fair values recognized in the consolidated
statement of operations at each reporting date.

 The
principal balance outstanding at December 31, 2023 was $ 62,500.

 In
August 2022, the Company entered into a convertible promissory note ("WN") with Walleye Opportunities Master Fund Ltd. ("WOMF").
The original principal amount of the note was $ 385,000 and the proceeds are to be utilized for working capital purposes. The note originally
matured on August 30, 2023 and all principal, accrued and unpaid interest is due at maturity at a rate of 12 % per annum. The conversion
options contained in the convertible promissory note were evaluated for derivative accounting under ASC 815, Derivatives and Hedging,
and determined not to be considered derivatives and therefore have been recorded in liabilities as part of the convertible promissory
note and not bifurcated. In addition, the WN Note was issued with 71,296 common stock warrants. The common stock purchase warrants entitle
the holder to purchase an aggregate of up to 71,296 shares of the Company's common stock at an exercise price of $ 5.40 per share.
The common stock purchase warrants issued to WOMF are considered derivatives and did not satisfy the criteria for classification as equity
instruments and were bifurcated from the host contract - convertible promissory note and recorded as a liability at fair value with a
corresponding debt discount recorded to the WN with subsequent changes in fair values recognized in the consolidated statement of operations
at each reporting date. The principal balance outstanding at December 31, 2023 was $ 385,000

 In
January 2023 the Company entered into a convertible promissory note ("Tysadco Note VI") with Tysadco Partners, LLC ("Tysadco").
The original principal amount of the note was $ 100,000 and the proceeds are to be utilized for working capital purposes. The note had
a maturity date of April 12, 2023, and all principal, accrued and unpaid interest is due at maturity at a rate of 12 % per annum. Effective
January 31, 2023, Tysadco agreed to exchange the Tysdaco Note VI and other notes held by Tysdaco in the aggregate principal amount of
$ 752,000 having maturity dates between August 24, 2022 and March 19, 2023 for a single note that matured on September 1, 2023. Contemporaneous
with this exchange, Tysadco assigned the combined note to ClearThink Capital Partners, LLC and the Company issued 130,000 shares of common
stock to ClearThink Capital Partners, LLC. The conversion options contained in the combined note were evaluated for derivative accounting
under ASC 815, Derivatives and Hedging, and determined not to be considered derivatives and therefore have been recorded in liabilities
as part of the convertible promissory note and not bifurcated. The principal balance of the combined note at December 31, 2023 was $ 1,007,500
and the combined note is past due.

 On
March 2, 2023, the Company completed the sale of a promissory note (the "Note") in the principal amount of $ 1,823,529 to
WOMF pursuant to a Securities Purchase Agreement dated as of February 27, 2023. The purchase price of the Note was $ 1,550,000, representing
a 15 % original issue discount. The Note is non-interest bearing, except in the case of the event of a default, in which case interest
will accrue from the date of the default at a rate equal to the lower of 18 % per annum or the maximum rate permitted by law.

 The
Note is payable in nine (9) monthly installments of $ 232,500 each, consisting of a $ 227,941 principal reduction payment and a $ 4,559
redemption fee, commencing on April 27, 2023. The Company's obligations under the note are secured by a security interest in the
Company's deposit accounts and the deposit accounts of the Company's subsidiaries. In addition, each the Company's
subsidiaries has agreed that if an event of default occurs under the Note, the subsidiary will pay to WOMF an amount equal to 10 % of
revenues received during the prior month from the sale of goods or services or collections of accounts receivable.

 F- 19

 Can

 Notes

 The
Note requires the Company to use reasonable commercial efforts to complete an offering which will result in an uplisting of its common
stock to a national securities exchange within a reasonable time following the issuance of the Note. The Note contains certain negative
covenants, including a prohibition on the incurrence of debt that is senior or pari passu to the indebtedness represented by the
Note, the creation of liens on the Company's assets, the payment of dividends and other distributions on the Company's common
stock, the repurchase of the Company's common stock, the sale of a significant portion of the Company's assets and the repayment
of indebtedness other than existing indebtedness.

 The
Company may elect to pay all or a portion of a monthly installment due under the Note by converting such amount into shares of the Company's
common stock at a price of $ 4.00 per share, subject to adjustment in accordance with the terms of the Note. As of September 30, 2023,
the adjusted conversion price was $.0772. If the Company does not pay an installment when due it is deemed an election by the Company
to convert the installment payment into common stock at a price equal to the lower of $ 4.00 per share or 90 % of the lowest daily volume
weighted average price of the common stock during the five trading days preceding the conversion date. WOMF has the right to determine
the timing of any such conversion. WOMF may elect at any time to convert amounts payable under the Note into shares of the Company's
common stock at a conversion price of $4.00 per share, subject to adjustment in accordance with the terms of the Note. The Company did
not pay the installments due under the Note on April 27, 2023, May 1, 2023, June 1, 2023, July 1, 2023, August 1, 2023 and September
1, 2023 in cash. As a result, these installment payments will be converted into common stock at such time as WOMF elects to effect the
conversions.

 If
the Company receives cash proceeds from any source, including payments from customers or from the issuance of equity or debt, WOMF can
require the Company to apply 100% of such proceeds to the repayment of the Note.

 If
the Company completes a placement of securities, WOMF will have the right to accept such new securities in lieu of the Note and Warrant.
For so long as the Note is outstanding, if the Company issues a security or amends the terms of a security issued before the issue date
of the Note, and WOMF believes that terms of the new or amended security are more favorable to the holder than the terms provided to
WOMF, WOMF may require that such terms become part of WOMF's transaction documents with the Company.

 In
the event of a default under the Note, the Company shall be required to pay WOMF an amount equal to the amount determined by multiplying
the principal amount then outstanding plus default interest by 135 %, plus costs of collection. WOMF may elect to accept payment of any
such amount in cash and/or shares of the Company's common stock, valued for this purpose at the lower of the conversion price then
in effect or a 60 % discount to the lowest volume weighted average price of the common stock during the five trading days preceding the
conversion date.

 WOMF
has been granted a right of first refusal to participate in future financing transactions conducted by the Company.

 As
additional consideration for the purchase of the Note, the Company issued WOMF a warrant (the "Warrant") to purchase 1,307,190
shares of the Company's common stock at an exercise price equal to 90 % of the lowest volume weighted average price of the common
stock during the five trading days preceding the date of exercise. The Warrant contains a cashless exercise provision and is exercisable
at any time during the period beginning on August 27, 2023 and ending on August 27, 2028. In addition, a warrant issued by the Company
to WOMF in August 2022 was amended to change the exercise price of the warrant from $ 5.40 per share to the lower of $ 5.40 per share or
the lowest volume weighted average price of the common stock during the five trading days preceding its exercise.

 The
Company has entered into a Registration Rights Agreement with WOMF pursuant to which the Company has agreed to file a registration statement
with the Securities and Exchange Commission to register the shares of common stock issuable upon the conversion of the Note and the exercise
of the Warrant for public resale. The Company filed the registration statement on May 12, 2023 and it was declared effective on May 22,
2023. WOMF has also been granted piggyback registration rights with respect to the shares of common stock issuable upon the conversion
of the Note and the exercise of the Warrant. Each of the Note and Warrant grants full ratchet anti-dilution protection to WOMF in the
event that the Company issues common stock or rights to purchase common stock at a price less than the conversion or exercise price then
in effect.

 In
May 2023, the Company issued a promissory note to WOMF in the principal amount of $ 437,500. The purchase price of the note was $ 350,000,
representing a 20 % original issue discount. The note is non-interest bearing except in the event of a default, in which case interest
will accrue at a rate of 40 % per annum in the event of a payment default and 18 % per annum in the event of other defaults. The note became
due on October 15, 2023. The principal balance outstanding at December 31, 2023 was $ 256,893.

 F- 20

 Can

 Notes

 Forbearance
and Amendment of Outstanding Notes.

 Contemporaneous
with the sale of the Note and Warrant to WOMF, ASOP and ASOF (collectively, "Arena"), who hold promissory notes with an unpaid
principal balance of approximately $ 3,877,000 which became due on April 30, 2022 (the "Arena Notes"), entered into a Forbearance
Agreement with the Company pursuant to which they agreed to forbear from exercising remedies under the Arena Notes until December 31,
2024 provided that the Company does not default on its obligations under the Forbearance Agreement. In September 2023, Arena notified
the Company that it was in default of certain obligations under the Forbearance Agreement but did not declare an acceleration of the
indebtedness.

 The
Forbearance Agreement requires the Company and/or Company's subsidiaries, Duramed, Inc. and Duramed MI, LLC (together the "Duramed
Subsidiaries ") to remit to Arena on a monthly basis certain accounts receivable collected by the Company and/or the Duramed
Subsidiaries until the total amount collected is $ 5,700,000. After the amount collected is $ 5,700,000, additional collections of these
receivables are shared equally between the Company and Arena. The Company and the Duramed Subsidiaries have assigned their rights to
these receivables to Arena.

 If
Arena fully exercises warrants to purchase shares of the Company's common stock that were previously issued to it, and the aggregate
market value of the shares acquired is less than $ 1,500,000, the Company must pay to Arena an amount equal to such difference.

 In
December 2023Arna notified the Company that it intended to conduct an auction of certain of the Company's assets under Article
9 of the Uniform Commercial Code due to the alleged breaches of the Forbearance Agreement. See Note 14.

 As
a condition to the closing of the sale of the Note and Warrant to the WOMF, certain terms of certain promissory notes previously issued
by the Company were amended, including the following:

 in consideration of an
 increase in the aggregate principal amount by $ 10,000 and an increase in the interest rate to 18 % per annum, the holder of notes
 in the aggregate principal amount of $ 150,000 agreed to waive his right to require the Company to repay a $ 50,000 note upon the Company's
 receipt of $ 1,500,000 of financing and extend maturity dates from November 18, 2021 and January 22, 2023 to September 1, 2023;

 in consideration of the
 Company's agreement to provide a product credit for future orders of $ 50,000, the holder of a promissory note in the principal
 amount of $ 150,000 agreed to extend the maturity date from August 10, 2022 to September 1, 2023;

 the maturity date of a
 promissory note in the principal amount of $ 1,250,000 was extended from August 12, 2022 until the earlier of September 1, 2023 or
 the date that the Company completes an offering resulting in an uplisting of its common stock to the Nasdaq Capital Market; and

 in consideration of the
 repayment of a total of $ 232,500 under the notes, the holders of promissory notes in the aggregate principal amount of $ 435,000 issued
 in October and November 2022 that bore interest at 18 % per annum and were past due agreed to exchange the notes for new notes that
 matured on September 1, 2023 and bear interest at 15 % per annum;

 F- 21

 Can

 Notes

 TWS
Note

 On
August 12, 2021, pursuant to an Equipment Acquisition Agreement, the Company entered into a twelve-month promissory note of $ 1,250,000
with payments of $ 100,000 per month and interest at 6 % (See Note 5). As of December 31, 2022, the total amount outstanding was $ 1,050,000.

 WOMF
October 2023 Note

 On
October 27, 2023, the Company completed the sale of a promissory note (the "Initial Note") in the principal amount of $ 156,250
to WOMF pursuant to a Securities Purchase Agreement between the Company and the WOMF (the "Stock Purchase Agreement"). The
purchase price of the Note was $ 125,000, representing a 20 % original issue discount. The Initial Note is non-interest bearing, except
in the case of the event of a default, in which case interest will accrue from the date of the default at a rate equal to the lower of
 18 % per annum or the maximum rate permitted by law. The Initial Note becomes due on October 27, 2024.

 F- 22

 Can

 Notes

 September
30, 2023

 WOMF
may elect to convert the principal amount of the Initial Note and default interest, if any, subject to adjustment at a price equal to
 90 % of the lowest daily volume weighted average price of the common stock during the fifteen trading days preceding the conversion date.

 WOMF
and/or investors introduced by WOMF may purchase up to an additional $ 1,693,750 aggregate principal amount of notes having terms substantially
similar to the Initial Note (the "New Notes" and collectively with the Initial Note, the "Notes"). In addition
to the principal and interest payment obligations under the Notes, the Company has agreed to pay and/or cause its newly formed 70% owned
subsidiary, Nascent Pharma, LLC ("Nascent",) to pay WOMF fifteen percent (15%) of all amounts that would otherwise be distributable
to the Company by Nascent until WOMF receives distributions in the aggregate amount that equal the sum of (a) 200% of the purchase price
of notes previously issued by the Company to WOMF plus (b) 200% of the principal amount of certain notes previously issued by the Company
and acquired by WOMF from a third party plus (c) 100% of the purchase price of Notes purchased pursuant to the Stock Purchase Agreement;
provided, however, if WOMF and/or other investors purchase $ 1,875,000 aggregate principal amount of Notes pursuant to the Stock Purchase
Agreement, the obligation to pay 100% of the purchase price of the Notes shall be increased to 200% of the purchase price of such Notes.
The amounts distributable by Nascent to the Company, if any, will represent the proceeds of Nascent's enforcement of certain patents
it is seeking to acquire. Nascent has not yet acquired such patents and no assurance can be given that it will be able to complete such
acquisition. Under the terms of the Stock Purchase Agreement, the purchase of New Notes by WOMF and/or investors introduced by WOMF is
subject to, among other things, Nascent's acquisition of the patents. If Nascent does not complete the acquisition of the patents,
the Company does not expect that any New Notes will be purchased and the Company will have no obligation to pay additional consideration
to WOMF.

 In
the event of a default under a Note, the Company shall be required to pay the holder of the Note an amount equal to the amount determined
by multiplying the principal amount of the Note then outstanding plus default interest by 135 %, plus costs of collection. WOMF may elect
to accept payment of any such amount in cash and/or shares of the Company's common stock, valued for this purpose at the lower
of the conversion price then in effect or a 60 % discount to the lowest volume weighted average price of the common stock during the five
trading days preceding the conversion date.

 WOMF
has been granted a right of first refusal to participate in future financing transactions conducted by the Company.

 The
Company has entered into a Registration Rights Agreement with WOMF pursuant to which the Company has agreed to file a registration statement
with the Securities and Exchange Commission by December 11, 2023 to register for public resale the shares of common stock issuable upon
the conversion of the Note and a consolidated note issued to WOMF in the principal amount of $ 1,354,210 (the "Consolidated Note")
which combined certain notes held by WOMF into a single Note. If the Company fails to file the registration statement by December 11,
2023 or have the registration statement declared effective by the deadlines set forth in the Registration Rights Agreement, the Company
will be required to make a payment of 2% of the amount then owed under the Note and the Consolidated Note for each 30 day period after
the applicable deadline that the Company does not file the registration statement or the registration statement is not declared effective.
WOMF has also been granted piggyback registration rights with respect to the shares of common stock issuable upon the conversion of the
Notes it acquires and the Consolidated Note. Each of the Initial Note and Consolidated Note grants full ratchet anti-dilution protection
to WOMF in the event that the Company issues common stock or rights to purchase common stock at a price less than the conversion or exercise
price then in effect.

 F- 23

 Can

 Notes

 The
Initial Note contains and the New Notes will contain a provision which provides that the holder will not be converted if the conversion
would result in the holder becoming the beneficial owner of more than 9.99 % of the Company's outstanding common stock.

 ClearThink
Notes

 The
Company issued a convertible note in the principal amount of $ 15,000 to ClearThink Capital Partners, LLC ("ClearThink") in
September 2023 for a purchase price of $ 10,000. The note has a six month term and is past due. A note in the principal amount of $ 75,000
was issued to ClearThink for a purchase price of $ 50,000 in December 2023. This note has a nine month term. Each of the notes bears interest
at a rate of twelve percent ( 12 %) per annum and is convertible into the Company's common stock at a conversion price of $.0772
per share

 Other
Loans

 On
November 18, 2021, the Company entered into a $ 100,000 unsecured promissory note agreement with a lender. The promissory note accrued
interest at a rate of 10 % per annum and was due within twelve months of issuance or due on demand subsequent to any major funding received
by the Company in excess of $ 3,000,000. As of September 30, 2023 there was no principal outstanding.

 During
the year ended December 31, 2022, the Company entered into various agreements relating to the sales of future receivables for an aggregate
purchase amount of approximately $ 450,000. The aggregate principal amounts are payable in weekly installments ranging from $ 2,917 through
$ 453 until such time the obligations are fully satisfied. As of December 31, 2023, the total amounts outstanding were approximately $ 95,000.

 On
February 11, 2022, the Company entered into a $ 175,000 unsecured promissory note agreement with a lender. The promissory note accrues
interest at a rate of 16 % per annum and is due within six months or due on demand subsequently to any major funding received by the Company
in excess of $ 2,000,000. As of December 31, 2023 the total amount outstanding was $ 175,000.

 On
August 18, 2022, the Company entered into a $ 250,000 unsecured promissory note agreement with a lender. The promissory note accrues interest
at a rate of 16 % per annum and is due within three months or due on demand subsequently to any major funding received by the Company
in excess of $ 1,000,000. As of December 31, 2023 the note has been satisfied in full.

 On
October 14, 2022, the Company entered into a $ 115,000 unsecured promissory note agreement with a lender. The promissory note accrues
interest at a rate of 18 % per annum and was due on October 31, 2022. As of December 31, 2023 the total amount outstanding was $ 65,000.

 On
October 14, 2022, the Company entered into a $ 230,000 unsecured promissory note agreement with a lender. The promissory note accrues
interest at a rate of 18 % per annum and was due on October 31, 2022. As of December 31, 2023 no principal was outstanding.

 On
November 17, 2022, the Company entered into a $ 200,000 unsecured promissory note agreement with a lender. The promissory note accrues
interest at a rate of 18 % per annum and was due on December 17, 2022. As of S December 31, 2023 the total amount outstanding was $ 125,000.

 Note
9 – Stockholders' Equity

 Preferred
Stock

 Each
share of Series A Preferred Stock is convertible into 218 shares of CANB common stock and is entitled to 4,444 votes. All Preferred Shares
shall rank senior to all shares of Common Stock of the Company with respect to liquidation preferences and shall rank pari passu
to all current and future series of preferred stock, unless otherwise stated in the certificate of designation for such preferred stock.
In the event of a Liquidation Event, whether voluntary or involuntary, each holder may elect (i) to receive, in preference to the holders
of Common Stock, a one-time liquidation preference on a per-share amount equal to the per-share value of preferred shares on the issuance
date, as recorded in the Company's financial records, or (ii) to participate pari passu with the Common Stock on an as-converted
basis. Subject to any adjustments, the Series A holders shall be entitled to receive such dividends paid and distributions made to the
holders of shares of Common Stock on an as converted basis. During the year ended December 31, 2022, the Company converted 15 shares
of Series A preferred stock to 33,345 shares of common stock.

 Each
share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and
winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether
or not declared. After six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common
stock at the conversion price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB
common stock on the trading day prior to the conversion day or the dollar volume weighted average price of CANB common stock on the conversion
day. The shares of Series B Preferred Stock have no voting rights.

 F- 24

 Can

 Notes

 Each
share of Series C Preferred Stock has preference to payment of dividends, if and when declared by the Company, compared to shares of
our common stock. Each Preferred Series C share is convertible into 1,667 shares of common stock. The shares of Series C Preferred Stock
have voting rights as if fully converted. During the year ended December 31, 2022 the Company issued 1,077 shares of Series C preferred
stock.

 Each
share of Series D Preferred Stock has 667 shares of voting rights only pari passu to common shares voting with no conversion rights and
no equity participation. The Company can redeem Series D Preferred Stock at any time for par value.

 On
February 8, 2021, the Company's Board of Directors approved the designation of the Series D Preferred Shares and the number of
shares constituting such series, and the rights, powers, preferences, privileges and restrictions relating to such series. On March 27,
2021, the Company filed an amendment to its articles of incorporation to authorize 4,000 shares of a new Series D Preferred Stock with
a par value of $ 0.001 each. All Series D Preferred Shares shall rank senior to all shares of Common Stock of the Company with respect
to liquidation preferences and shall rank pari passu to all current and future series of preferred stock, unless otherwise stated
in the certificate of designation for such preferred stock. Each Series D Preferred Share shall have voting rights equal to 667 shares
of Common Stock, adjustable at any recapitalization of the Company's stock. In the event of a liquidation event, whether voluntary
or involuntary, each holder shall have a liquidation preference on a per-share amount equal to the par value of such holder's Series
D Preferred Shares. The holders shall not be entitled to receive distributions made or dividends paid to the Company's other stockholders.
Except as otherwise required by law, for as long as any Series D Preferred Shares remain outstanding, the Company shall have the option
to redeem any outstanding share of Series D Preferred Shares at any time for a purchase price of par value per share of Series D Preferred
Shares ("Price per Share"). Should the Company desire to purchase Series D Preferred Shares, the Company shall provide the
Holder with written notice and a check or cash in an amount equal to the number of shares of Series D Preferred Shares being purchased
multiplied by the Price per Share. The shares of Series D Preferred Shares so purchased shall be deemed automatically cancelled and the
Holder shall return the certificates for such share to the Corporation. During the year ended December 31, 2022 the Company issued 2,050
shares of Series D preferred stock.

 Common
Stock

 For
the year ended December 31, 2022, the Company issued an aggregate of 51,282 shares of Common Stock under its Offering Statement on Form
1-A (File No. 024-11233) (the "Regulation A Offering").

 In
addition, for the year ended December 31, 2023, the Company issued an aggregate of 28,330,612 of Common Stock for the acquisition of inventory
and equipment, services rendered, legal settlements, accrued payroll, conversion of promissory notes and principal and interest payments

 F- 25

 Can

 Notes

 Note
10 – Stock Options

 The
Company has an employee share option plan, which is shareholder-approved, permits the grant of share options and shares to its employees.
The Company believes that such awards better align the interests of its employees with those of its shareholders. Option awards are generally
granted with an exercise price equal to the market price of the Company's stock at the date of grant. Share awards generally vest
over five years.

 The
fair value of each option award is estimated on the date of grant using a lattice-based option valuation model that uses the assumptions
noted in the following table. Because lattice-based option valuation models incorporate ranges of assumptions for inputs, those ranges
are disclosed. Expected volatilities are based on implied volatilities from traded options on the Company's stock, historical volatility
of the Company's stock, and other factors. The expected term of options granted is derived from the output of the option valuation
model and represents the period of time that options granted are expected to be outstanding; the range given below results from certain
groups of employees exhibiting different behavior. The risk-free rate for periods within the contractual life of the option is based
on the U.S. Treasury yield curve in effect at the time of grant.

 Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

31, 2023

31, 2022

 Per share fair value at grant date

 $
 0.13

 $
 3.51

 Risk free interest rate

 4.36

 3.00

 Expected volatility

 %

 %

 Dividend yield

 %

 %

 Expected life in years

 A
summary of stock options activity for the year ended December 31, 2022 and 2021 is as follows:

 Schedule of Stock Options Activity

 Option Shares

 Weighted
 Average
 Exercise Price

 Weighted
 Average Remaining Contractual Life (Years)

 Outstanding, December 31, 2021

 377,654

 $
 6.11

 3.97

 Granted

 679,012

 $
 2.86

 4.02

 Exercised

 -

 -

 -

 Forfeited

 -

 -

 -

 Expired

 -

 -

 -

 Outstanding and exercisable, December 31, 2022

 1,056,666

 $
 4.02

 3.82

 Granted

 11,166,665

 $
 0.12

 4.88

 Outstanding and exercisable, December 31, 2023

 12,223,331

 $
 3.08

 3.89

 At
December 31, 2023 all stock options are no intrinsic value.

 As
of December 31, 2023, there was no unrecognized compensation cost related to nonvested stock-based compensation arrangements granted
under the share option plan. The Company recognized$ 1,451,665 and $ 2,371,819 of stock-based compensation expense during the years ended
December 31, 2023 and December 31, 2022, respectively

 F- 26

 Can

 Notes

 Note
11 – Income Taxes

 The
provision for income taxes consisted of the following:

of Provision For Income Taxes

 State franchise tax

 $
 9,596

 $

 The
Company's effective income tax rate differs from the federal statutory rate primarily as a result of certain expenses being deductible
for financial reporting purposes that are not deductible for tax purposes, the existence of research and development tax credits, operating
loss carryforwards, and adjustments to previously recorded deferred tax assets and liabilities due to the enactment of the Tax Cuts and
Jobs Act in 2017.

 The
difference in the provision for income taxes and the amount computed by applying the statutory federal income tax rates consists of the
following:

 Schedule of Provisions for (Benefits from) Income Taxes

 Expected income tax benefit

 $
 ( 1,647,456
)

 $
 ( 3,042,141
)

 State franchise tax

 9,596

 Non-deductible stock-based compensation

 648,286

 942,867

 Non-deductible stock-based interest

 69,076

 15,346

 Increase in deferred income tax assets valuation allowance

 930,094

 2,083,928

 Provision for income taxes

 $
 9,596

 $

 Principal
components of the Company's deferred tax assets as of December 31, 2022 and December 31, 2021 were as follows:

 Schedule of Deferred Income Tax Assets

 Net operating loss carryforward

 $
 ( 6,685,532
)

 $
 ( 5,755,437
)

 Valuation allowance

 6,685,532

 5,755,437

 Net

 $
 -

 $
 -

 At
December 31, 2023, the Company had net operating loss carryforwards of approximately $ 31,836,000
 that begin to expire in 2025.

 The
Company files a federal income tax return and separate income tax returns in various states. For federal and certain states, the 2019
through 2022 tax years remain open for examination by the tax authorities under the normal three-year statute of limitations.

 The
Company assesses available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit
use of the existing deferred tax assets. A significant component of objective negative evidence identified during management's
evaluation was the cumulative loss incurred over the three-year period ended December 31, 2023. Such objective evidence limits the ability
to consider other subjective evidence, such as our forecasts of future taxable income and tax planning strategies. On the basis of this
evaluation as of December 31, 2023 and 2022, the Company recognized a full valuation allowance against its net deferred tax assets, pursuant
to ASC 740, as of December 31, 2023 and December 31, 2022. Based on the Company's evaluation, it was determined that no uncertain
tax positions existed as of December 31, 2023 or December 31, 2022.

 Note
12 – Related Party Transactions

 For
the year ended December 31, 2022 the Company paid fees to a service provider that is a relative of a director for professional services
in the amount of $ 17,100.

 At
December 31, 2023 and 2022, the Company has amounts due to directors of the Company of $ 357,243 and $ 295,243, respectively, which are
expected to be repaid in the next twelve months.

 F- 27

 Can

 Notes

 Note
13 – Commitments and Contingencies

 Employment
Agreements

 On
December 28, 2020, the Company entered into new three-year Employment Agreements with CEO Marco Alfonsi, CFO Stanley Teeple, and
Pure Health Products LLC Pasquale Ferro. Under these agreements, they are to receive a i) base salary of fifteen thousand dollars
($ 15,000.00)
per month, ii) is eligible to receive cash and or stock bonuses, iii) shall receive a stock bonus in accordance with the
Company's Incentive Stock Option Plan ("ISOP") in an amount of one-hundred thousand dollars ($ 100,000)
per year of the Agreement, iv) 200
shares of the Company's Series C Preferred stock, v) usual and customary benefits including expense reimbursement, health and
life insurance plan reimbursements and allowances. Phil Scala. Interim COO also received a similar agreement with a base
compensation of fifty-two thousand annually, $ 100,000
in ISO, and 20
Preferred C shares. These agreements were replaced by new agreements effective February 8, 2024.

 Lease
Agreements

 The
Company leases office space in numerous medical facilities offices under month-to-month agreements. The Company determines if a contract
contains a lease at inception. ROU assets represent the Company's right to use an underlying asset for the lease term and lease
liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized
at commencement date of the lease based on the present value of lease payments over the lease term. The Company uses the incremental
borrowing rate to determine the present value of lease payments, as the implicit rate is not readily determinable. The ROU asset also
includes any lease payments made. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 At
December 31, 2023, the total future minimum lease payments were as follows:

of Future Maturities of Lease Liabilities

 2024

 $
 294,818

 Total future minimum lease payments

 $
 294,818

 Less: Interest

 ( 40,427
)

 Total present value of lease liabilities

 $
 254,391

 As
of December 31, 2023, the Company had a weighted average remaining lease term of 1.1 years and a weighted average discount rate of 8.92 %.

 Note
14 – Subsequent Events

 In
February 2024, the Company's 67 % owned subsidiary, Nascent Pharma, LLC ("Nascent"), acquired composition of matter
and use patents covering liquid formulations of cannabis, including, among other things, beverages, tinctures, vape pen liquids and liquid
filled capsules. Patented uses include using the liquid formulations to manage numerous debilitating conditions, including cancer, irritable
bowel syndrome, chronic pain, post-traumatic stress disorder, anxiety, sleep disorders and opioid dependencies. Through Nascent, the
Company plans to pursue opportunities to license and develop uses for the patents.

 In
connection with the assignment of the patents to Nascent, Nascent has agreed to distribute to creditors of a prior owner of the patents
five percent ( 5 %) of the Company's share of Nascent's revenues, less a reserve for Nascent's operating expenses and
amounts repaid to Nascent investors, until the creditors have received aggregate payments of $ 10,000,000.

 The
Company has entered into a consulting agreement with the inventor who assigned the patents to Nascent which provides that the consultant
will be entitled to fifty percent ( 50 %) of distributions received by Company from Nascent.

 In
February 2024, the Company issues options to purchase 25,264,463 shares of it commo stock at an exercise price of $.05 per share to officers,
directors, employees and consultants.

 On
February 29, 2024, the Company completed the sale of a promissory note in the principal amount of $ 75,000 to ClearThink. The purchase
price of the note was $ 50,000, representing a 33.33 % original issue discount. The note becomes due on November 29, 2024 and bears interest,
payable upon maturity, at a rate of 12 % per annum. ClearThink may convert the purchase price of the note and accrued and unpaid interest
into shares of the Company's common stock at any time at a conversion price of $ 0.0772 per share. The proceeds of the loan were
used for general working capital purposes.

 On
March 14, 2024, the previously announced auction of assets of the hemp division of Can B Corp. (the "Company") under Article
9 of the Uniform Commercial Code was completed. The auction resulted in proceeds of approximately $ 300,000 from the sale of certain equipment
to multiple bidders, which has been applied to the Company's obligations under Convertible Notes held by Arena Special Opportunities
Partners I, L.P., Arena Special Opportunities Fund, LP and Arena Investors, L.P.

 On
April 7, 2024, Arena filed a complaint in the Court against the Company, it subsidiaries and certain officers of the Company and its
subsidiaries alleging tortious interference with the auction and seeking a declaratory judgment that the Company is in breach of the
Arena notes and the Forbearance Agreement and that Arena has the right to auction certain equipment held at a Company facility that is
not owned by the Company or any of its subsidiaries. The Company believes that Arena's claims are without merit and intends to
vigorously defend Arena's claims.

 F- 28