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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

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

 For the transition period from to

 Commission File Number: 0-28027

 REAL BRANDS INC.

 (Exact Name of Registrant as Specified in Its Charter)

 Nevada

 40-0014655

 (State or Other Jurisdiction of Incorporation or Organization)

 (I.R.S. Employer Identification No.)

 12 Humbert Street

 North Providence, RI 02991

 (Address of Principal Executive Offices)

 (617) 803-0004

 (Registrant's Telephone Number, Including
Area Code)

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

 Title of Each Class

 Name Of Each Exchange

 On Which Registered

 None

 Not Applicable

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

 Common Stock, $.001 par value

 (Title of Class)

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

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

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

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

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

 Large Accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 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.

 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 o cers during the relevant recovery period pursuant to §240.10D-1(b).

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.

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

 The aggregate market value of the voting
and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the
average bid and asked closing price of such common equity, as of June 30, 2023 (closing price was $0.008) was approximately $ 21,525,122.

 As of March 28, 2024, 2,690,640,226 shares
of the Issuer's Common Stock were outstanding.

 Page #

 Item 1

 Business

 Item 1A

 Risk Factors

 Item 1B

 Unresolved Staff Comments

 N/A

 Item 1C

 Cyber Security

 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

 Reserved

 N/A

 Item 7

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

 Item 7A

 Quantitative and Qualitative Disclosures About Market Risk

 N/A

 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 9C

 Disclosures Regarding Foreign Jurisdictions that Prevent Inspections

 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 Accountant Fees and Services

 Item 15

 Exhibits and Financial Statements Schedules

 CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

 This report includes forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements
involve risks and uncertainties and our actual results could differ significantly from those discussed herein. These include statements
about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate,"
"expect," "intend," "plan," "will," "believe," and similar language, including those
set forth in the discussion under "Description of Business," "Risk Factors" and "Management's Discussion and
Analysis or Plan of Operation" as well as those discussed elsewhere in this Form 10-K. We base our forward-looking statements on
information currently available to us, and we believe that the assumption and expectations reflected in such forward-looking statements
are reasonable, and we assume no obligation to update them. Statements contained in this Form 10-K that are not historical facts are forward-looking
statements that are subject to the "safe harbor" created by the Private Securities Litigation Reform Act of 1995.

 ITEM 1. BUSINESS.

 General

 Real Brands Inc. ("RLBD", "Real
Brands", or the "Company") is a publicly traded, vertically integrated, early entrant (2017) in the hemp-derived cannabinol
("CBD") market that specializes in hemp CBD oil/isolate extraction, wholesaling of CBD oils and isolate, manufacturing, production
and sales of hemp-derived CBD consumer, celebrity brands, and white label products. The Company has not resumed operations in the CBD
market since the pandemic although we retain our ability to do so. The Company has become a distributor of Popping Boba through it's
relationship with Boh Bah Inc. Real Brands is listed in the Over the Counter Pink Sheets ("OTCPK") under the symbol "RLBD".

 Real Brands completed a reverse merger to acquire
Canadian American Standard Hemp Inc. ("CASH") on October 26, 2020 (the "Merger"). Real Brands' name and
trading symbol were maintained, with CASH shareholders acquiring majority control of Real Brands. CASH continues to operate as a wholly-owned
subsidiary of Real Brands under the name CASH Inc. Following the Merger, Thomas Kidrin, CEO of CASH, was named Chief Executive Officer
(CEO) of Real Brands, replacing former Real Brands CEO Jerry Pearring.

 Real Brands' initial primary business
has been pharmaceutical grade cannabinoid extraction of CBD isolate and distillate as well as terpenes and minor cannabinoids, wholesaling
of CBD oils and isolate, proprietary formulation, production, and sales of hemp-derived consumer brands. The Company is extracting and
refining essential oils and compounds of interest from certified hemp cultivars through the use of its proprietary processing technology
and methodology. The unique methodology allows for full purification to >99% without the implementation of hazardous or environmentally
impactful chemical compounds.

 Our Technology

 Our HALO.5 Simulated Moving Bed Chromatography
System (SMB) is an integrated 6-column SMB system designed for isolation and purification of chemical compounds at a high rate of productivity
as compared to single column batch chromatography. It has powerful simulation software (Optional Ypso-Facto Chromworks) as well
as an integrated DAD UV/VIS photometric detectors that allow for rapid and accurate method development. All of this is combined with
application support for specific applications such as cannabinoid isolation and mitigation. The HALO.5 is a powerful tool for rapid production
of purified chemical compounds. We believe that through this device our products can be made more quickly, more purified, and less expensively
than our competitors.

 The Company is extracting and refining essential
oils and compounds of interest from certified hemp cultivars through the use of its proprietary processing technology and methodology
as described below.

 Initial concrete oleo resin extracts are carried
out within a closed loop multi-vessel, sanitary stainless-steel system. This system extracts the compounds of interest through a continuous
flow of cryonic chilled food grade ethyl alcohol. All elements of the extraction process take place at or below ambient temperatures and
pressures, mitigating any risk of vapor pressure buildup and allowing for selective efficient separation of all phytocompounds. All solvent
movement is carried out with pneumatic fluid pumps, whose mechanical functions and electrical components are isolated in an adjacent control
room. Solvent recovery is performed under deep vacuum at or below ambient temperature thus negating the use of any external heat source
within the extraction process. Isolation and purification is then achieved through the use of a proprietary continuous flow, multicolumn,
counter current chromatography system. As the entire process of extraction to isolation is carried out at or below ambient temperature
and pressure, all phytochemicals are preserved in their natural state. Any risk of molecular isomerization or degradation is de minimis.
The solvent system consists of food grade ethyl alcohol and distilled water. The unique methodology allows for full purification to >99%
without the implementation of hazardous or environmentally impactful chemical compounds.

 The Company believes its SMB Continues Flow
Chromatography process is a highly engineered process for chromatographic separation. It is used to separate one chemical compound or
one class of chemical compounds from one or more other chemical compounds to provide significant quantities of the purified or enriched
material at a lower cost than could be obtained using simple (batch) chromatography. Standard batch processing is costly and requires
constant monitoring. However, the Company utilizes high efficiency solvent recovery systems and continuous flow moving bed chromatography,
keeping energy and overall operational costs very low. Running the Company's entire self-contained process requires only two semi-skilled
employees per shift.

 Due in large part to the Company's proprietary
manufacturing process, the Company believes it is a very low-cost manufacturer that gives it a distinct advantage in the industry. This
advantage is expected to translate over time into multiple strategic business opportunities and highlight the Company's ability
to become a large wholesaler of high-quality refined CBD. Also, this could allow the Company to become a critically important low-cost
supply chain to distributors, while providing a strategic price protection to its branded product lines.

 Our Strategy

 We intend to grow our business by trying to engage in some or all of the
following:

 Launching multiple web-based platforms to educate and sell direct to consumers the Company's owned brands that focus on CBD derived from hemp products.

 Continuing to develop and expand our own proprietary branded retail line of products.

 Investing in other entities with hemp-based products we can supply our CBD distillate and isolate ingredients to that are deemed strategic, and/or add economies of scale.

 Pursue acquisitions within our current core product offerings to extend our geographic reach and expand our product offerings.

 Licensing our products to create additional revenue streams.

 Joint venture, develop and market celebrity brand lines.

 The brand development strategy is to try
to leverage existing Company resources into creating online sales, licensing opportunities and a distribution network for proprietary
legal hemp and (eventually) cannabis brands, and other consumer brands. The Company hopes to acquire and/or develop brands that CBD and
minor cannabinoids are complementary ingredients, and which are conducive to hemp derived infusion or micro encapsulation i.e., chocolates,
cosmetics, edibles, drinks, sprays, tinctures, sub-lingual strips, cooking condiments, powders, Vapes, etc.

 The Hemp Industry

 The CBD and hemp market in the US has grown
at an exponential rate in recent years, largely due to the passage of the 2018 Farm Bill, which legalized hemp production in the United
States. According to a report by BDS Analytics and Arcview Market Research, the US CBD market is estimated to reach $20 billion by 2024,
with a CAGR of 49% from 2019 to 2024.

 The market is segmented into various categories
of products, including oils, tinctures, capsules, topicals, edibles, and pet products. The largest category is oils and tinctures, accounting
for 44% of the market share in 2020, followed by topicals (26%) and edibles (19%). CBD-infused pet products are also growing in popularity,
with sales estimated to reach $1.7 billion by 2025.

 One factor driving the growth of the market
is the increasing consumer interest in natural and alternative health remedies. According to a survey conducted by the National Center
for Complementary and Integrative Health, nearly one-third of Americans use natural products, including CBD, for their health and wellness
needs. Another survey by Consumer Reports found that 64% of Americans who have tried CBD reported that it was effective in treating various
health conditions, including pain, anxiety, and sleep disorders.

 As the market continues to grow, there has
been an influx of new companies entering the space, ranging from large corporations to small startups. The competition is fierce, with
companies investing heavily in research and development to create innovative products and differentiate themselves from their competitors.
However, the market remains highly fragmented, with many products of varying quality and efficacy, making it challenging for consumers
to navigate.

 Overall, the CBD and hemp market in the US
is a rapidly growing industry with significant potential for continued expansion. As more research is conducted and regulations are established,
we believe it is likely that the market will become more standardized and regulated, leading to increased consumer confidence and demand.
However, the industry is also likely to face challenges as it matures, including increased competition and potential regulatory hurdles.

 Competition

 Our competition is primarily companies that
manufacture and produce CBD derived from hemp consumer products. This is a broad market and encompasses startup companies and well-established
companies with international brands. Despite the significant competition in this industry from larger, well-established and well-capitalized
companies, we believe that the emerging nature of this industry, our consumer products experience and our ability to leverage the flexibility
of a start-up may give us some advantages. Specifically, without a large organizational structure we expect to establish a broader product
offering more quickly and in a cost-effective manner. There are no assurances, however, that we will ever be successful in effectively
competing in this market segment.

 Employees

 As of December 31, 2023, we had one full
time employee.

 Corporate History

 Real Brands, Inc. ("Real Brands"
or the "Company"), was incorporated under the laws of the state of Nevada on November 6, 1992. The Company was formed under
the name Mercury Software. From 1997 to 2005 the Company changed its name several times. On October 10, 2005, the Company changed its
name to Global Beverage Solutions, Inc. and began trading on the OTC Bulletin Board under the symbol GBVS.OB.

 On October 22, 2013, the Company changed its
name to Real Brands, Inc. The Financial Industry Regulatory Authority ("FINRA") approved Real Brands' corporate actions
regarding its name change and its new stock symbol request and approved Real Brands' 150:1 Reverse Stock Split. The new symbol was
designated as GBVSD. On November 19, 2013, the ticker symbol changed to RLBD. In August 2014 the Company filed a Form 15 with the
US Securities and Exchange Commission ("SEC") terminating the registration of its securities.

 On October 22, 2020, the majority of the shareholders
of the Company, by written consent, agreed to a "reverse triangular" merger with CASH Acquisition Corp., a Delaware corporation
and wholly-owned subsidiary of the Company formed for the purpose of the merger, and Canadian American Standard Hemp Inc., a Delaware
corporation ("CASH"), whereby the Company acquired all of the outstanding shares of CASH and merged it with and into CASH
Acquisition Corp. Real Brands' name and trading symbol were maintained, with CASH shareholders acquiring majority control of Real
Brands.

 The merger was accounted for as a reverse merger,
whereby CASH was considered the accounting acquirer and became our wholly-owned subsidiary. In accordance with the accounting treatment
for a "reverse merger", the Company's historical financial statements prior to the reverse merger has been replaced
with the historical financial statements of CASH prior to the reverse merger.

 In June 2021 the Company filed a Form 10 with
the SEC to register its securities and become a public reporting company.

 In March 2023 the Company submitted a Company
Related Action Notification Form notifying FINRA of its intention to implement a reverse stock split of its common stock in the ratio
of 1:20. FINRA has responded with comments and it is unclear at this time when the Company will be able to implement said reverse split.

 ITEM 1A. RISK FACTORS

 Our business is subject to numerous risks,
including but not limited to those set forth below. Our operations and performance could also be subject to risks that do not exist as
of the date of this report but emerge thereafter as well as risks that we do not currently deem material.

 General Risks

 We face risks related to health epidemics and
other widespread outbreaks of contagious disease, which could significantly disrupt our sales and supply chain and impact our operating
results.

 Significant outbreaks of contagious diseases,
and other adverse public health developments, could have a material impact on our business operations and operating results. In December
2019, a strain of novel coronavirus (COVID-19) causing respiratory illness and death emerged in the city of Wuhan in the Hubei province
of China. The coronavirus was declared a global pandemic by the World Health Organization and spread throughout the world, including the
United States, resulting in emergency measures such as travel bans, closure of retail stores, and restrictions on gatherings of more than
a maximum number of people. Included in these emergency measures is the mandated full or partial closure of retail establishments across
the United States. These retail establishments represent a significant portion of our target customer base and their continued closure
and/or operation with capacity limits would likely continue to have a detrimental effect on our business.

 We believe the risks associated with COVID-19
have significantly diminished during the year ended December 31, 2023. However, the risk of future contagious disease outbreaks remains
a significant risk factor for us which could result in economic turmoil. Should a recession occur, either as a result of a pandemic, lack
of stability, armed conflicts in various countries or for any other reason, we can expect that our sales, net income and cash flows will
be negatively impacted.

 The accompanying financial statements have been
prepared assuming the company will continue as a going concern.

 The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern, which contemplates the realization of its assets and the liquidation
of its liabilities in the normal course of business. However, the Company has generated only minimal revenues, has accumulated a loss
since formation and currently lacks the capital to effectively pursue its business plan. This raises substantial doubt about the Company's
ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.

 Risks Related to Our Business and Industry

 We may not be able to economically comply with
any new government regulation that may be adopted with respect to the hemp industry.

 New legislation or regulation, or the application
of existing laws and regulations to the hemp medical and consumer industries could add additional costs and risks to doing business. We
are subject to regulations applicable to businesses generally and laws or regulations directly applicable to communications over the Internet
and access to e-commerce. Although there are currently few laws and regulations regulating hemp products, it is reasonable to assume that
as hemp use becomes more mainstream that the FDA and/or other federal, state and local governmental agencies will impose regulations covering
the cultivation, purity, privacy, quality control, security and many other aspects of the industry, all of which will likely raise the
cost of compliance thereby reducing profits or even making it more difficult to continue operations, either of which scenarios, if they
occur, could have a negative impact on our business and operations.

 If we fail to comply with
environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could harm our
business.

 We are subject to numerous environmental, health
and safety laws and regulations, including those governing the handling, use, storage, treatment and disposal of hazardous materials and
wastes. From time to time and in the future, our operations may involve the use of hazardous and flammable materials, including chemicals
and biological materials, and may also produce hazardous waste products. Even if we contract with third parties for the disposal of these
materials and waste products, we cannot completely eliminate the risk of contamination or injury resulting from these materials. In the
event of contamination or injury resulting from the use or disposal of our hazardous materials, we could be held liable for any resulting
damages, and any liability could exceed our resources. We also could incur significant costs associated with civil or criminal fines and
penalties for failure to comply with such laws and regulations.

 We maintain workers' compensation insurance
to cover us for costs and expenses we may incur due to injuries to our employees resulting from the use of hazardous materials, but this
insurance may not provide adequate coverage against potential liabilities. However, we do not maintain insurance for environmental liability
or toxic tort claims that may be asserted against us.

 In addition, we may incur substantial costs
in order to comply with current or future environmental, health and safety laws and regulations. Current or future environmental laws
and regulations may impair our research, development or production efforts. In addition, failure to comply with these laws and regulations
may result in substantial fines, penalties or other sanctions.

 Possible losses associated with non-compliance
with other numerous laws and regulations applicable to our industry.

 The production, labeling and distribution of
the products that we distribute are regulated by various federal, state and local agencies. These governmental authorities may commence
regulatory or legal proceedings, which could restrict the permissible scope of our product claims or the ability to sell its products
in the future. The FDA regulates our products to ensure that the products are not adulterated or misbranded.

 We are subject to regulation by the Department
of Agriculture ("DoA") and other agencies as a result of the manufacture and sale of our CBD products. The shifting compliance
environment and the need to build and maintain robust systems to comply with different regulations in multiple jurisdictions increases
the possibility that we may violate one or more of the requirements. If our operations are found to be in violation of any of such laws
or any other governmental regulations, we may be subject to penalties, including, without limitation, civil and criminal penalties, damages,
fines, the curtailment or restructuring of our operations, any of which could adversely affect our business and financial results.

 Failure to comply with FDA and DoA requirements
may result in, among other things, injunctions, product withdrawals, recalls, product seizures, fines and criminal prosecutions. Our advertising
is subject to regulation by the FTC under the Federal Trade Commission Act as well as subject to regulation by the FDA under the
Dietary Supplement Health and Education Act of 1994 ("DSHEA"). In recent years, the FTC has initiated numerous investigations
of dietary and nutritional supplement products and companies based on allegedly deceptive or misleading claims. At any point, enforcement
strategies of a given agency can change as a result of other litigation in the space or changes in political landscapes, and could result
in increased enforcement efforts, which would materially impact our business. Additionally, some states also permit advertising and labeling
laws to be enforced by state attorney generals, who may seek relief for consumers, class action certifications, class wide damages and
product recalls of products we sell. Private litigations may also seek relief for consumers, class action certifications, class wide damages
and product recalls of

 products sold by us. Any actions against us by governmental
authorities or private litigants could have a material adverse effect on our business, financial condition and results of operations.

 Changing weather patterns can adversely impact
our agricultural operations causing losses.

 Our business can be affected by unusual weather
patterns. The production of some of our products relies on the availability and use of live plant material. Growing seasons, yields and
harvesting operations can be impacted by weather patterns. In addition, severe weather, including drought and hail, can destroy a crop,
which could result in us having no or limited hemp to process. If we are unable to harvest hemp through our proprietary operations or
contract farming arrangements, our ability to meet customer demand, generate sales, and maintain operations will be impacted. Given the
proprietary nature of our crops, it may not be practicable for us to source adequate, or any, replacement hemp to produce our downstream
products.

 Our business is dependent on the outdoor growth
and production of Industrial Hemp, an agricultural product. As such, the risks inherent in engaging in agricultural businesses apply.
Potential risks include low yields, the risk that crops may become diseased or victim to insects or other pests and contamination, or
subject to extreme weather conditions such as excess rainfall, freezing temperature, or drought, all of which could result in low crop
yields, decreased availability of Industrial Hemp, and higher acquisition prices. Our ability to obtain adequate (or any) insurance relating
to the foregoing risks may be limited. There can be no guarantee that an agricultural event will not adversely affect our business and
operating results.

 Other agricultural production risks which could adversely
impact our business.

 Agricultural production by its nature contains
elements of risks and uncertainties which may adversely affect our business and operations, including but not limited to the following:
(i) any future climate change with a potential shift in weather patterns leading to droughts and associated crop losses; (ii) potential
insect, fungal and weed infestations resulting in crop failure and reduced yields; (iii) wild and domestic animal conflicts; and (iv)
crop-raiding, sabotage or vandalism. Adverse weather conditions represent a significant operating risk to us, affecting quality and quantity
of production and the levels of farm inputs. We may also encounter difficulties with the importation of agro-inputs and securing a supply
of spares and maintenance items. In the event of a delay in the delivery from suppliers of agro-inputs and machinery, we may be unable
to achieve our production targets.

 Hemp plant specific agricultural risks which could adversely
impact our business.

 Hemp plants can be vulnerable to various pathogens
including bacteria, fungi, viruses and other miscellaneous pathogens. Such instances often lead to reduced crop quality, stunted growth
and/or death of the plant. Moreover, hemp is phytoremediative meaning that it may extract toxins or other undesirable chemicals or compounds
from the ground in which it is planted. Various regulatory agencies have established maximum limits for pathogens, toxins, chemicals and
other compounds that may be present in agricultural materials. If our hemp is found to have levels of pathogens, toxins, chemicals or
other undesirable compounds that exceed established limits, we may have to destroy the applicable portions of its hemp crop. Should our
crops be lost due to pathogens, toxins, chemicals or other undesirable compounds, it may have a material adverse effect on our business
and financial condition.

 Failure to manage our growth effectively could cause our business
to suffer.

 We intend to grow organically and through selected
acquisitions. To manage our growth effectively, we must manage our employees, operations, finances, and investments efficiently. We also
must effectively integrate any companies or businesses we acquire. We may encounter risks and challenges frequently experienced by growing
companies such as our ability to: strengthen our reputation for superior content

 creation; distinguish ourselves from our competitors;
develop and offer content that meet our clients' needs as they change; and attract and maintain talent. Failure to manage our growth
effectively could have a material adverse effect on our business, results of operations or financial condition.

 The market in which we participate is competitive, and we
may not be able to compete successfully with our current or future competitors.

 We operate in the competitive, highly fragmented
hemp and CBD and related products markets. We compete with many firms with no single company maintaining a significant share of the market.
Some of our competitors have greater resources than those available to us and such resources may enable them to aggressively compete with
us. We must compete with these firms to maintain existing customer relationships and to obtain new customers. If existing or new companies
acquire one of our existing competitors or form an exclusive relationship with one or several of our competitors, our ability to
compete effectively could be significantly compromised and our results of operations could be harmed. Any of the factors described above
could make it more difficult for us to acquire new customers or products and could result in increased pricing pressure, increased sales
and marketing expenses or the loss of market share, and could have a material adverse effect on our business, results of operations or
financial condition.

 Our quarterly results of operations may fluctuate in the future.
As a result, we may fail to meet or exceed the expectations of securities analysts or investors, which could cause our stock price to
decline.

 Our quarterly results of operations have in
the past, and may in the future, fluctuate as a result of a variety of factors, many of which are outside of our control, including limited
visibility of the timing and certainty of future projects. In future periods, our revenue or profitability could decline or grow more
slowly than we expect. If our quarterly revenues or results of operations do not meet or exceed the expectations of securities analysts
or investors, the price of our common stock could decline substantially. In addition to the other risk factors set forth in this "Risk
Factors" section, factors that may cause fluctuations in our quarterly revenues or results of operations include:

 •

 our ability to increase sales to existing clients and attract new clients;

 •

 our failure to accurately estimate or control costs;

 •

 the potential loss of significant clients;

 •

 maintaining appropriate staffing levels and capabilities relative to projected growth;

 •

 promulgation of federal and state regulations from time to time increasing our compliance burden; and

 •

 general economic, industry and market conditions and those conditions specific to agricultural companies such as weather and infestations.

 We believe that our quarterly revenues
and results of operations on a year-over-year and sequential quarter-over-quarter basis may vary significantly in
the future and that period-to-period comparisons of our results of operations may not be meaningful. You should not
rely on the results of prior quarters as an indication of future performance.

 We are a holding company and depend upon our subsidiaries
for our cash flows.

 We are a holding company. All of our operations
are conducted, and almost all of our assets are owned, by our subsidiaries. Consequently, our cash flows and our ability to meet our obligations
depend upon the cash flows of our subsidiaries and the payment of funds by our subsidiaries to us in the form of dividends, distributions
or otherwise. The ability of our subsidiaries to make any payments to us depends on their earnings, the terms of their indebtedness, including
the terms of any credit facilities and legal restrictions. Any failure to receive dividends or distributions from our subsidiaries when
needed could have a material adverse effect on our business, results of operations or financial condition.

 Our acquisition strategy involves significant risks.

 One of our business strategies is to pursue
acquisitions. However, acquisitions involve numerous risks and uncertainties, including intense competition for suitable acquisition targets,
the potential unavailability of financial resources necessary to consummate acquisitions, difficulties in identifying suitable acquisition
targets or in completing any transactions identified on sufficiently favorable terms; and the need to obtain regulatory or other governmental
approvals that may be necessary to complete acquisitions. In addition, as further described below, any future acquisitions may entail
significant transaction costs, tax consequences and risks associated with entry into new markets and lines of business, any of which could
have a material adverse effect on our business, results of operations or financial condition.

 Future acquisitions or strategic investments could disrupt
our business and harm our business, results of operations or financial condition.

 We may in the future explore potential acquisitions
of companies or strategic investments to strengthen our business. However, we have limited experience in acquiring and integrating businesses.
Even if we identify an appropriate acquisition candidate, we may not be successful in negotiating the terms or financing of the acquisition,
and our due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business.

 Acquisitions involve numerous risks, any of which could harm our
business, including:

 •

 anticipated benefits may not materialize as rapidly as we expect, or at all;

 •

 diversion of management time and focus from operating our business to address acquisition integration challenges;

 •

 retention of employees from the acquired company;

 •

 cultural challenges associated with integrating employees from the acquired company into our organization;

 •

 integration of the acquired company's accounting, management information, human resources and other administrative systems;

 •

 the need to implement or improve controls, procedures and policies at a business that prior to the acquisition may have lacked effective controls, procedures and policies; and

 •

 litigation or other claims in connection with the acquired company, including claims from terminated employees, former stockholders or other third parties.

 Failure to appropriately mitigate these risks
or other issues related to such strategic investments and acquisitions could result in reducing or completely eliminating any anticipated
benefits of transactions, and harm our business generally. Future acquisitions could also result in dilutive issuances of our equity securities,
the incurrence of debt, contingent liabilities, amortization expenses or the impairment of goodwill, any of which could have a material
adverse effect on business, results of operations or financial condition.

 Our operations may become unprofitable and we may require
working capital financing.

 Our ability to achieve net income and cash
flow is subject to, among other things, the number of our customers and our sales of our products, the magnitude of our margins and the
overall profitability of our projects. If we are not able to operate our business at a profit or to retain cash, we may be required to
obtain external working capital financing. In the event that we were unable to obtain a line of credit, we could be required to seek external
working capital financing from other sources, which may not be available on satisfactory terms, or at all. If we are unable to access
a sufficient amount of working capital at the times we need to, this could have a material adverse effect on our business, results of
operations or financial condition.

 If we are unable to protect our intellectual property rights,
competitors may be able to use our technology or trademarks, which could weaken our competitive position.

 We rely on a combination of copyright, trademark
and trade secret laws and restrictions on disclosure to protect our intellectual property rights. We also intend to enter into confidentiality
or license agreements with our employees, consultants and customers, and control access to and distribution of our products, and other
proprietary information. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise
obtain and use our products.

 Our future success depends on the continuing efforts of our
key employees and our ability to attract, hire, retain and motivate highly skilled and creative employees in the future.

 Our future success depends on the continuing
efforts of our executive officers and other key employees. We rely on the leadership, knowledge and experience that our executive officers
and key employees provide. They foster our corporate culture, which we believe has been instrumental to our ability to attract and retain
new talent. Any failure to attract new or retain key creative talent could have a material adverse effect on our business, financial condition
and results of operations.

 The market for talent in our key areas of operations
is intensely competitive, which could increase our costs to attract and retain talented employees. As a result, we may incur significant
costs to attract and retain employees, including significant expenditures related to salaries and benefits and compensation expenses related
to equity awards, and we may lose new employees to our competitors or other companies before we realize the benefit of our investment
in recruiting and training them.

 Employee turnover, including changes in our
management team, could disrupt our business. The loss of one or more of our executive officers or other key employees, or our inability
to attract and retain highly skilled and creative employees, could have a material adverse effect on our business, results of operations
or financial condition.

 Management team will have to focus on issues involving managing
a public company.

 As a public reporting Company we are subject
to significant reporting and other obligations as a public company. These new obligations will require significant attention from our
management and could divert

 their attention away from the day-to-day management
of our business. In the event that our management team does not successfully or efficiently manage our transition to being a public company,
this could have a material adverse effect on our business, results of operations or financial condition.

 We are subject to legal or reputational risks that could restrict
our activities or negatively impact us.

 Our business is subject to specific rules,
prohibitions, restrictions, labeling disclosures and warning requirements applicable to sales and advertising for certain products. The
FDA, advertisers and consumer groups may challenge advertising based on false or exaggerated claims through legislation, regulation, judicial
actions or otherwise. Existing and proposed laws and regulations concerning user privacy, use of personal information and on-line tracking
technologies also could affect the efficacy and profitability of internet-based and digital marketing. We could suffer reputational risk
as a result of legal action or from sales of certain products that may be challenged by consumer groups or considered controversial, which
may have a material adverse effect on our business, results of operations or financial condition.

 Others may assert intellectual property infringement claims
against us.

 We are subject to the possibility of claims
that brands' products, services or techniques misappropriate or infringe the intellectual property rights of third parties. Infringement
or misappropriation claims (or claims for indemnification resulting from such claims) may be asserted or prosecuted against us. Irrespective
of the validity or the successful assertion of such claims, we would incur significant costs and diversion of resources with respect to
the defense thereof, which could have a material adverse effect on our business, results of operations or financial condition.

 We may be subject to claims that we have wrongfully hired
an employee from a competitor or that we or our employees have wrongfully used or disclosed alleged confidential information or trade
secrets of their former employers.

 As is commonplace in our industry, we may employ
individuals who were previously employed at other companies with whom we compete. Although no claims against us are currently pending,
we may be subject in the future to claims that our employees or prospective employees are subject to a continuing obligation to their
former employers (such as non-competition or non-solicitation obligations) or claims that our employees or we have
inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their former employers. Litigation may
be necessary to defend against these claims. Even if we are successful in defending against these claims, litigation could result in substantial
costs and be a distraction to management.

 We rely heavily on information technology systems
and could face cybersecurity risks.

 We rely heavily on information technologies
and infrastructure to manage and conduct our business. This includes the production and digital storage of content and client information
and the development of new business opportunities and creative content. The incidence of malicious technology-related events, such as
cyberattacks, ransomware, computer hacking, computer viruses, worms or other destructive or disruptive software and other malicious activities
could have a negative impact on our business and productivity. In addition, the prevalent use of mobile devices that access confidential
information increases the risk of data security breaches, which could lead to the loss of confidential information or other intellectual
property. We have taken preventative steps and seek to follow industry best practices, including the use of firewalls, deployment of antivirus
software and regular patch maintenance updates; however no system is completely immune from these types of attacks. If we become subject
to cyber breach, this could have a material adverse effect on our business, results of operations or financial condition. Power
outages, equipment failure, natural disasters (including extreme weather) or terrorist activities can impact an entire system. In the
event of such a disruption, our ability to operate nonetheless may be adversely affected. Human error

 may also affect our systems and result in
disruption of our services or loss or improper disclosure of client and personal data, business information, including intellectual property,
or other confidential information. We also utilize third parties to store, transfer or process data, and system failures or network disruptions
or breaches in the systems of such third parties could adversely affect our reputation or business. Any such breaches or breakdowns could
expose us to legal liability, be expensive to remedy, result in a loss of our or our clients' or vendors' proprietary information
and damage our reputation. In addition, such a breach may require notification to governmental agencies, the media or other individuals
pursuant to various federal and state privacy and security laws, if applicable. Efforts to develop, implement and maintain security measures
are costly, may not be successful in preventing these events from occurring and require ongoing monitoring and updating as technologies
change and efforts to overcome security measures become more sophisticated. We take precautions to limit access to sensitive information
to only those individuals requiring it. Any significant distribution in our equipment or loss or improper disclosure of data could have
a material adverse effect on our business, results of operations or financial condition.

 Our networks and systems may require significant expansion
to accommodate new processing and storage requirements.

 We may experience limitations relating to the
capacity of our networks, systems and processes. In the future, we may need to expand our network and systems at a more rapid pace than
we have in the past if our networks and systems cannot accommodate new processing and storage requirements due to potential growth in
our business. Our network or systems may not be capable of meeting the demand for increased capacity, or we may incur additional unanticipated
expenses to accommodate these capacity demands. In addition, we may lose valuable data, be unable to obtain or provide content on a timely
basis or our network may temporarily shut down if we fail to adequately expand or maintain our network capabilities to meet future requirements.
Any lapse in our ability to store or transmit data or any disruption in our network processing may damage our reputation and result in
the loss of clients, and could have a material adverse effect on our business, results of operations or financial condition.

 Our tax liabilities may be greater than anticipated.

 The U.S. tax laws applicable to our business
activities are subject to interpretation. We are subject to audit by the Internal Revenue Service and by taxing authorities of the state
and local jurisdictions in which we operate. Our tax obligations are based in part on our corporate operating structure, including the
manner in which we develop, value, and use our intellectual property, the jurisdictions in which we operate, how tax authorities assess
revenue-based taxes such as sales and use taxes, the scope of our international operations, if any, and the value we ascribe to our intercompany
transactions. Taxing authorities may challenge our tax positions and methodologies for valuing developed technology or intercompany arrangements,
as well as our positions regarding the collection of sales and use taxes and the jurisdictions in which we are subject to taxes, which
could expose us to additional taxes. Any adverse outcomes of such challenges to our tax positions could result in additional taxes for
prior periods, interest and penalties, as well as higher future taxes. In addition, our future tax expense could increase as a result
of changes in tax laws, regulations or accounting principles, or as a result of earning income in jurisdictions that have higher tax
rates. An increase in our tax expense could have a negative effect on our business, results of operations or financial condition. Moreover,
the determination of our provision for income taxes and other tax liabilities requires significant estimates and judgment by management,
and the tax treatment of certain transactions is uncertain. Although we believe we will make reasonable estimates and judgments, the
ultimate outcome of any particular issue may differ from the amounts previously recorded in our financial statements and any such occurrence
could materially affect our financial position and results of operations.

 Recent and future U.S. tax legislation may materially adversely
affect our financial condition, results of operations and cash flows.

 U.S. tax legislation enacted during the previous
administration significantly changed the U.S. federal income taxation of U.S. corporations, including by reducing the U.S. corporate income
tax rate, limiting interest deductions, permitting immediate expensing of certain capital expenditures, adopting elements of a territorial
tax system, imposing a one-time transition tax (or "repatriation tax") on all undistributed earnings and profits
of certain U.S.-owned foreign corporations, revising the rules governing net operating losses and the rules governing foreign tax credits,
and introducing new anti-base erosion provisions. Many of these changes were effective immediately, without any transition periods or
grandfathering for existing transactions. The legislation is unclear in many respects and could be subject to potential amendments and
technical corrections, as well as interpretations and implementing regulations by the U.S. Treasury and Internal Revenue Service, any
of which could lessen or increase certain adverse impacts of the legislation. In addition, it is unclear how these U.S. federal income
tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and
local tax liabilities. Moreover, it is reasonable to assume that the current administration will enact additional changes to the tax laws,
some of which may reverse or change some of these changes. We continue to work with our tax advisors to determine the full impact that
the recent tax legislation as a whole will have on us and we will do so as any further changes are made. We urge our investors to consult
with their legal and tax advisors with respect to such legislation and the potential tax consequences of investing in our common stock.

 Risks Related to Ownership of Our Common Stock

 The market price of our common stock may be volatile or may
decline regardless of our operating performance.

 The market price of our common stock can experience
high levels of volatility. Following the effectiveness of this registration, the market price of our common stock may fluctuate significantly
in response to numerous factors, some of which are beyond our control and may not be related to our operating performance, including:

 •

 announcements of new advertising campaigns, client relationships, acquisitions or other events by us or our competitors;

 •

 price and volume fluctuations in the overall stock market from time to time;

 •

 volatility in the market price and trading volume of hemp/cannabis companies in general;

 •

 fluctuations in the trading volume of our shares or the size of our public float;

 •

 actual or anticipated changes or fluctuations in our results of operations;

 •

 whether our results of operations meet the expectations of securities analysts or investors;

 •

 actual or anticipated changes in the expectations of investors or securities analysts;

 •

 litigation involving us, our industry, or both;

 •

 regulatory developments in the industry in general and in the specific regions in which we operate;

 •

 general economic conditions and trends, including inflation, whether from acts of terror, international war or conflicts, or otherwise;

 •

 major catastrophic events, including specifically weather related as it impacts agricultural products and health related resulting from the consequences of a pandemic;

 •

 lock-up releases or sales of large blocks of our common stock;

 •

 departures of key employees; or

 •

 an adverse impact on the company from any of the other risks cited herein.

 If an active, liquid trading market for our common stock does
not develop, you may not be able to sell your shares.

 An active and liquid trading market for our
common stock may not develop or be sustained and it may take some time for an active market to develop. The lack of an active market may
impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active
market may also reduce the fair market value of your shares. An inactive market may also impair our ability to raise capital to continue
to fund operations by selling shares and may impair our ability to acquire other companies by using our shares as consideration.

 In addition, if the stock market for hemp/cannabis
companies, or the stock market generally, experiences a loss of investor confidence, the trading price of our common stock could decline
for reasons unrelated to our business, results of operations or financial condition. The trading price of our common stock might also
decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. Historically,
stockholders have filed securities class action litigation against companies following periods of market volatility. If we were to become
involved in securities litigation, it could subject us to substantial costs, and divert resources and the attention of management from
our business, which could have a material adverse effect on our business, results of operations or financial condition.

 Anti-takeover provisions in our charter documents and under
Nevada law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our
stockholders to replace or remove our current management and limit the market price of our common stock.

 Provisions in our certificate of incorporation
and bylaws (which can be amended without shareholder approval), currently have, or may be amended in the future to contain, provisions
which may have the effect of delaying or preventing a change of control or changes in our management. Some of these provisions are and
may be to:

 •

 authorize our board of directors to issue, without further action by the stockholders, up to 1,000,000 shares of undesignated preferred stock and up to 1,320,470,885 shares of authorized common stock;

 •

 require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;

 •

 specify that special meetings of our stockholders can be called only by the chair of our board of directors or by the secretary upon the direction of our board of directors;

 •

 establish an advance notice procedure for stockholder approvals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our board of directors;

 •

 provide that vacancies on our board of directors may, except as otherwise required by law, be filled only by a majority of directors then in office, even if less than a quorum; and

 •

 require the approval of the holders of at least a majority of the voting power of all outstanding shares of voting stock in order for our stockholders to amend or repeal our bylaws.

 The provisions of Nevada law may have the effect
of delaying, deferring or preventing another party from acquiring control of the company. These provisions may discourage and prevent
coercive takeover practices and inadequate takeover bids.

 Specifically, Nevada law contains a provision
governing "acquisition of controlling interest." This law provides generally that any person or entity that acquires 20% or
more of the outstanding voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting
rights with respect to the acquired shares, unless a majority of the disinterested stockholders of the corporation elects to restore such
voting rights in whole or in part. The control share acquisition act provides that a person or entity acquires "control shares"
whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any
of the following three ranges: 20 to 33-1/3%; 33-1/3 to 50%; or more than 50%. The stockholders or Board of Directors of a corporation
may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of a provision
to that effect in the articles of incorporation or bylaws of the corporation. Our articles of incorporation and bylaws do not exempt our
common stock from the control share acquisition act. While at this time, we do not believe that the provisions of the control share acquisition
act apply to us, at such time as they may apply, the provisions of the control share acquisition act may discourage companies or persons
interested in acquiring a significant interest in or control of us, regardless of whether such acquisition may be in the interest of our
stockholders.

 The Nevada "Combination with Interested
Stockholders Statute" may also have an effect of delaying or making it more difficult to effect a change in control of us. This
statute prevents an "interested stockholder" and a resident domestic Nevada corporation from entering into a "combination,"
unless certain conditions are met. The statute defines "combination" to include any merger or consolidation with an "interested
stockholder," or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions
with an "interested stockholder" having (i) an aggregate market value equal to 5% or more of the aggregate market value of
the assets of the corporation, (ii) an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares
of the corporation, or (iii) representing 10% or more of the earning power or net income of the corporation.

 An "interested stockholder" means
the beneficial owner of 10% or more of the voting shares of a resident domestic corporation, or an affiliate or associate thereof. A
corporation affected by the statute may not engage in a "combination" within three years after the interested stockholder
acquires its shares unless the combination or purchase is approved by the Board of Directors before the interested stockholder acquired
such shares. If approval is not obtained, then after the expiration of the three-year period, the business combination may be consummated
with the approval of the Board of Directors or a majority of the voting power held by disinterested stockholders, or if the consideration
to be paid by the interested stockholder is at least equal to the highest of (i) the highest price per share paid by the interested stockholder
within the three years immediately preceding the date of the announcement of the combination or in the transaction in which he became
an interested stockholder, whichever is higher, (ii) the market value per common share on the date of announcement of the combination
or the date the interested stockholder acquired the shares, whichever is higher, or (iii) if higher for the holders of preferred stock,
the highest liquidation value of the preferred stock.

 These anti-takeover provisions could make it
more difficult for stockholders or potential acquirers to obtain control of our board of directors or initiate actions that are opposed
by the then-current board of directors and could also delay or impede a merger, tender offer or proxy contest involving our company. These
provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing
or cause us to take other corporate actions you desire. Any delay or prevention of a change of control transaction or changes in our board
of directors could cause the market price of our common stock to decline.

 We have never paid cash dividends on our capital stock, and
we do not anticipate paying cash dividends in the foreseeable future.

 We have never declared or paid any cash dividends
on our common stock and do not intend to pay any cash dividends in the foreseeable future. We currently intend to retain any future earnings
to fund the growth of our business. Any determination to pay dividends in the future will be at the discretion of our board of directors
and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors
that our board of directors may deem relevant. As a result, capital appreciation, if any, of our common stock will be the sole source
of gain for the foreseeable future.

 Our inability to raise additional capital on acceptable terms
in the future may limit our ability to expand our operations.

 If our available cash balances and anticipated
cash flow from operations are insufficient to satisfy our liquidity requirements, including because of lower demand for our products as
a result the risks described in this "Risk Factors" section or otherwise in our publicly filed reports, we may seek to raise
additional capital through equity offerings, debt financings, collaborations or licensing arrangements. We may also consider raising additional
capital in the future to expand our business, pursue strategic investments, take advantage of financing opportunities, or other reasons.
Additional funding may not be available to us on acceptable terms, or at all. If we raise funds by issuing equity securities, dilution
to our stockholders could result. Any equity securities issued also may provide for rights, preferences or privileges senior to those
of holders of our common stock. The terms of debt securities issued or borrowings could impose significant restrictions on our operations.
The incurrence of indebtedness or the issuance of certain equity securities could result in increased fixed payment obligations and could
also result in restrictive covenants, such as limitations on our ability to incur additional debt or issue additional equity and other
operating restrictions that could adversely affect our ability to conduct our business and pursue acquisitions. In addition, the issuance
of additional equity securities by us, or the possibility of such issuance, may cause the market price of our common stock to decline.
If we do not have, or are not able to obtain, sufficient funds, we may have to delay strategic opportunities, investments or projects.
If we are unable to raise adequate funds, we may have to liquidate some or all of our assets, or delay, reduce the scope of, or eliminate
some or all of our creative work. Any of these actions could have a material adverse effect on our business, results of operations or
financial condition.

 Insiders have substantial control over our company which could
limit your ability to influence the outcome of key decisions, including a change of control.

 Our common stock has one vote per share. Insiders,
including our executive officers, employees, and directors and their affiliates, together hold approximately 40% of the voting power of
our outstanding capital stock. As a result, our insiders will control a majority of the combined voting power of our common stock and
therefore be able to control all matters submitted to our stockholders for approval so long as their ownership of our common stock is
at least 50%. This concentrated control limits minority holders' ability to influence corporate matters for the foreseeable future.
Insider stockholders will be able to influence or control matters requiring approval by our stockholders, including the election of directors
and the approval of mergers, acquisitions or other extraordinary transactions. Their interests may differ minority holders and they may
vote in a manner that is adverse to minority holders interests. This ownership concentration may

 deter, delay or prevent a change of control
of our company, deprive minority stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company
and may ultimately affect the market price of our common stock.

 The requirements of being a public company may strain our
resources, divert our management's attention and affect our ability to attract and retain qualified board members.

 As a public company, we will be subject to
the reporting requirements of the Exchange Act (the "Exchange Act") and will be required to comply with the applicable requirements
of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the OTC, and
other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance
costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. Among other things,
the Exchange Act requires that we file annual, quarterly and current reports with respect to our business and results of operations and
maintain effective disclosure controls and procedures and internal control over financial reporting. Significant resources and management
oversight will be required to maintain and, if required, improve our disclosure controls and procedures and internal control over financial
reporting to meet this standard. As a result, management's attention may be diverted from other business concerns, which could harm
our business, results of operations or financial condition. We expect to, but have not yet, hired additional employees to comply with
these requirements and we may need to hire even more employees in the future than we currently anticipate, which will increase our costs
and expenses. In addition, after we no longer qualify as a "smaller reporting company," we expect to incur additional management
time and cost to comply with the more stringent reporting requirements applicable to companies that are deemed accelerated filers or large
accelerated filers, including complying with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.

 We also expect to obtain director and officer
liability insurance as a result of being a public company and these new rules and regulations. We may be required to accept reduced coverage
or incur substantially higher costs to obtain coverage than that for a private company. These factors could also make it more difficult
for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation
committee, and qualified executive officers.

 If we fail to maintain or implement effective internal control,
we may not be able to report financial results accurately or on a timely basis, or to detect fraud, which could have a material adverse
effect on the per share price of our common stock.

 The Sarbanes-Oxley Act requires, among other
things, that we maintain effective disclosure controls and procedures, and internal control over financial reporting. We expect to develop
and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in
the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules
and forms. We also expect to improve our internal control over financial reporting. We anticipate that we will expend significant resources
in order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting.

 Our current controls and any new controls that
we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls or our
internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls, or any
difficulties encountered in their implementation or improvement, could harm our results of operations or cause us to fail to meet our
reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain
effective internal control over financial reporting could also adversely affect the results of management reports and independent registered
public accounting firm audits of our internal control over financial reporting that we will eventually be

 required to include in our periodic reports
that will be filed with the SEC. Ineffective disclosure controls and procedures, and internal control over financial reporting could also
cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the market
price of our common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed,
on the OTC.

 We are not currently required to comply with
the SEC rules that implement Section 404 of the Sarbanes-Oxley Act, and are therefore not required to make a formal assessment of
the effectiveness of our internal control over financial reporting for that purpose. Our independent registered public accounting firm
is not required to audit the effectiveness of our internal control over financial reporting until after we are no longer a "smaller
reporting company" as defined in SEC rules. At such time, our independent registered public accounting firm may issue a report that
is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed
or operating.

 We are a "smaller reporting company" and we cannot
be certain if the reduced disclosure requirements applicable to those companies will make our common stock less attractive to investors.

 For so long as we remain a "smaller reporting
company" as defined in the JOBS Act, we may take advantage of exemptions from various requirements that are applicable to public
companies that are "smaller reporting companies" including not being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports
and proxy statements. Investors may find our common stock less attractive because we rely on these exemptions. If some investors find
our common stock less attractive as a result, there may be a less active trading market for our common stock, and our stock price may
be more volatile and may decline.

 If securities or industry analysts do
not publish research or reports about our business or publish inaccurate or unfavorable research reports about our business, our share
price and trading volume could decline.

 The trading market for our common stock will
partially depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any
control over these analysts. If one or more of the analysts who cover us should downgrade our shares or change their opinion of our business
prospects, our share price would likely decline. If one or more of these analysts ceases coverage of our company or fails to regularly
publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

 We will likely be subject to "penny stock" regulations
which may adversely impact the liquidity and price of our common stock.

 Our common stock is deemed a "penny stock."
Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities
exchanges). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules,
to deliver a standardized risk disclosure document that provides information on penny stocks and the nature and level of 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 if the broker-dealer is the sole market-maker, the broker-dealer must
disclose this fact and the broker-dealer's presumed control over the market, and monthly account statements showing the market value
of each penny stock held in the customer's account. In addition, broker-dealers who sell such securities to persons other than established
customers and accredited investors (generally, those persons with assets in excess of $1,000,000 (excluding the value of their primary
residence) or annual income exceeding $200,000 or $300,000 together with their spouse), the broker-dealer must 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.

 ITEM 1C. CYBER SECURITY.

 The Company currently does not have operations in
which the internet is utilized. Once operations commence we will contract with a data center that is current on their cyber security
policies and practices.

 ITEM 2. DESCRIPTION OF PROPERTIES.

 Real Brands' headquarters is the recently
renovated CASH owned building and hemp processing facility at 12 Humbert St., in North Providence, RI.

 ITEM 3. LEGAL PROCEEDINGS.

 ATS Indian Trace, LLC v. the Company was a
civil action filed by ATS Indian Trace, LLC in the Circuit Court of Broward County, Florida on July 22, 2015. On November 18, 2015, a
(default) Final Judgement was entered in favor of ATS Indian Trace, LLC and against the Company in the amount of $71,069.37. This judgement
is currently outstanding and remains due and owing. ATS Indian Trace, LLC has not taken any enforcement action against the Company for
several years. The balance plus interest is included in accrued expenses even though the Company does not expect to ever have to pay it.

 On October 6, 2022 an action (the "Action")
was filed in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida, by Rodney A. Hamilton, Sr., as
Trustee of the Rodney A. Hamilton Living Trust, a California Trust, against, along with another defendant, the Company, The complaint
in the Action alleges, inter alia, breach of contract with respect to certain trademarks and seeks monetary damages to be determined at
trial but at least $75,000. The Company cannot express any opinion as to its ultimate
resolution, but the Company believes that the claims are without merit and intends to vigorously defend the matter.

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

 ITEM 4. MINE SAFETY DISCLOSURES.

 N/A

 ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Our common shares currently trade on the OTCPK
under the symbol RLBD. On February 8, 2023, we had 2,690,640,226 shares of our common stock outstanding. In addition, we have granted
an aggregate of 144,654,420 options exercisable at a price of $0.007, an aggregate of 144,375,259 options exercisable at a
price of $0.0267 per share, an aggregate of 4,000,000 options exercisable at a price of $0.011 per share and there are 42,027,472 shares
underlying two convertible notes.

 The following table sets forth, for the periods
indicated, the range of high and low sales prices for our common stock on this exchange. OTC market quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 Year Ended December 31, 2023:

 High

 Low

 First quarter

 $

 0.0097

 $

 0.0066

 Second quarter

 $

 0.0094

 $

 0.0053

 Third quarter

 $

 0.0085

 $

 0.0051

 Fourth quarter

 $

 0.0058

 $

 0.0023

 Year Ended December 31, 2022:

 High

 Low

 First quarter

 $

 0.05

 $

 0.025

 Second quarter

 $

 0.0325

 $

 0.016

 Third quarter

 $

 0.095

 $

 0.02

 Fourth quarter

 $

 0.0115

 $

 0.008

 Holders

 As of December 31, 2023, we had 553 shareholders
of record of our common stock and an unknown, but assumed to be significant, number of additional holders in "street name".

 Dividends

 We have never declared or paid cash dividends on our
capital stock. We currently intend to retain any future earnings for use in the operation of our business and do not intend to declare
or pay any cash dividends in the foreseeable future. Any determination to pay dividends on our capital stock will be at the discretion
of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements,
general business conditions, and other factors that our board of directors considers relevant. In addition, the terms of our credit facility
contain restrictions on our ability to pay dividends.

 Recent Sales of Unregistered Securities

 The Company did not sell any shares of its
common stock during 2023.

 As of December 31, 2023, the Company had 2,690,640,226
shares of its common stock outstanding.

 Company Equity Compensation Plans

 The following table sets forth information as of December
31, 2023 with respect to compensation plans (including individual compensation arrangements) under which equity securities of the Company
are authorized for issuance.

 Plan Category

 Number of securities to be issued upon exercise of outstanding options, warrants and rights

 Weighted-average exercise price of outstanding options, warrants and rights

 Number of securities remaining available for future issuance under equity compensation plans

 Equity compensation plans approved by stockholders

 —

 —

 —

 Equity compensation plans not approved by stockholders

 294,029,679

 $

 0.0167

 305,970,321

 Total

 294,029,679

 $

 0.0167

 305,970,321

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 Forward Looking Statements

 When used in this Form 10-K and in future filings
by the Company with the Commission, The words or phrases such as "anticipate," "believe," "could,"
"would," "should," "estimate," "expect," "intend," "may," "plan,"
"predict," "project," "will," "try" or similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned
not to place undue reliance on any such forward looking statements, each of which speak only as of the date made. Such statements
are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those
presently anticipated or projected. The Company has no obligation to publicly release the result of any revisions which may
be made to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of
such statements.

 These forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause actual results to be materially different. These factors include, but
are not limited to, changes that may occur to general economic and business conditions; changes in current pricing levels that we can
charge for our services or which we pay to our suppliers and business partners; changes in political, social and economic conditions in
the jurisdictions in which we operate; changes to regulations that pertain to our operations; changes in technology that render our technology
relatively inferior, obsolete or more expensive compared to others; foreign currency fluctuations; changes in the business prospects of
our business partners and customers; increased competition, including from our business partners; delays in the delivery of broadband
capacity to the homes and offices of persons who use our services; general disruptions to Internet service; and the loss of customer faith
in the Internet as a means of commerce.

 The following discussion should be read in conjunction
with the financial statements and related notes which are included in this report under Item 8.

 We do not undertake to update our forward-looking
statements or risk factors to reflect future events or circumstances.

 Overview

 Critical Accounting Policies

 Basis of Presentation and Principles of Consolidation

 The Company's consolidated financial statements
and the notes thereto have been prepared in accordance with Generally Accepted Accounting Principles ("GAAP") in the United
States of America. The consolidated financial statements include Real Brands, and its wholly owned subsidiaries. DePetrillo Real Estate
Holdings, LLC is a wholly owned subsidiary of CASH Acquisition Corp. and the owner of the Company's building in Rhode Island. American
Standard Hemp Inc. is a wholly owned subsidiary of CASH Acquisition Corp. All significant intercompany accounts and transactions have
been eliminated.

 Use of estimates and judgments

 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 consolidated financial statements and the reported amounts of expenses during
the reporting period. Key areas of estimation include the estimated useful lives of property, plant, equipment and intangibles assets
and liabilities, income taxes, and the valuation of stock-based compensation. Due to the uncertainty inherent in such estimates, actual
results may differ from the Company's estimates.

 Accounting standard updates

 From time to time, new accounting pronouncements are
issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies that are adopted by the Company
as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that
are not yet effective will not have a material effect on its consolidated financial position or results of operations upon adoption.

 Segment Reporting

 The Company operates as one segment, in which
management uses one measure of profitability, and all of the Company's assets are located in the United States of America. The Company
does not operate separate lines of business or separate business entities with respect to any of its product candidates. Accordingly,
the Company does not have separately reportable segments.

 Cash and Cash Equivalents

 The Company considers all highly liquid investments
with an original maturity of three months or less when purchased to be a cash equivalent.

 Accounts Receivable and Allowance for Doubtful
Accounts

 The Company performs periodic credit evaluations of
its customers' financial conditions and generally does not require collateral. The Company reviews all outstanding accounts receivable
for collectability on a quarterly basis. An allowance for doubtful accounts is recorded for any amounts deemed uncollectable. The Company
does not accrue interest receivable on past due accounts receivable.

 Concentrations of Credit Risk

 The Company, from time to time during the years covered
by these consolidated financial statements, may have bank balances in excess of its insured limits. Management has deemed this a normal
business risk.

 Inventory

 Inventory is comprised of raw hemp and hemp oil in
different phases of production to completion of final product. Products include tinctures, creams and lotions. Inventory is valued at
cost. No packaging material of any kind is included in inventory. Packaging materials are expensed as incurred.

 Property and Equipment

 On February 15, 2020 the Company purchased
DePetrillo Real Estate Holdings, LLC, a Rhode Island Limited Liability Company having as its only asset the building at 12 Humbert Street
in North Providence Rhode Island. The building is the Company's headquarters and a hemp processing facility. The purchase price
of the building was 2 million shares of CASH common stock, $25,000 in cash and the assumption of the mortgage which at the time was $189,916.
The prior owner agreed to put the $25,000 payment into building improvements. The building and land were appraised at $475,000. The building
is being depreciated over 15 years on a straight-line basis starting October 1, 2021. Depreciation expense on the building for the year
ended December 31, 2023 was $30,084.

 The Company made $785,823 in building
improvements since purchasing the building. Building improvements is being depreciated over 15 years commencing from the completion of
the work, October 1, 2021. Depreciation expense on building improvements for the year ended December 31, 2023 was $52,388.

 Property and equipment are recorded at cost.
Depreciation is computed using the straight-line method over estimated useful lives of five years. On December 31, 2021 the Company wrote
down the value of the equipment to $0 because the equipment had been sitting idle for over a year. Total depreciation expense for the
year ended December 31, 2023 was $82,472. Expenditures for repairs and maintenance are expensed as incurred.

 Impairment of Long-Lived Assets

 The Company reviews long-lived assets, including property
and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may
not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance
of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes
in the use of the assets. If an impairment review is performed to evaluate long-lived asset for recoverability, the Company compares forecasts
of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An
impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset over its
fair value, determined based on discounted cash flows is less than the carrying value on the books of the Company.

 Revenue Recognition

 The Company follows, ASC 606 Revenue from Contracts
with Customers which establishes a single and comprehensive framework and sets out how much revenue is to be recognized, and when. The
core principle is that a vendor should recognize revenue to depict the transfer of promised goods or services to customers in an amount
that reflects the consideration to which the vendor expects to be entitled in exchange for those goods or services. Revenue will now be
recognized by a vendor when control over the goods or services is transferred to the customer. In contrast, Revenue based revenue recognition
is around an analysis of the transfer of risks and rewards; this now forms one of a number of criteria that are assessed in determining
whether control has been transferred. The application of the core principle in ASC 606 is carried out in five steps: Step 1 – Identify
the contract with a customer: a contract is defined as an agreement (including oral and implied), between two or more parties, that creates
enforceable rights and obligations and sets out the criteria for each of those rights and obligations. The contract needs to have commercial
substance and it is probable that the entity will collect the consideration to which it will be entitled. Step 2 – Identify the
performance obligations in the contract: a performance obligation in a contract is a promise (including implicit) to transfer a good or
service to the customer. Each performance obligation should be capable of being distinct and is separately identifiable in the contract.
Step 3 – Determine the transaction price: transaction price is the amount of consideration that the entity can be entitled to, in
exchange for transferring the promised goods and services to a customer, excluding amounts collected on behalf of third parties. Step
4 – Allocate the transaction price to the performance obligations in the contract: for a contract that has more than one performance
obligation, the entity will allocate the transaction price to each performance obligation separately, in exchange for satisfying each
performance obligation. The acceptable methods of allocating the transaction price include adjusted market assessment approach, expected
cost plus a margin approach, and the residual approach in limited circumstances. Discounts given should be allocated proportionately to
all performance obligations unless certain criteria are met and reallocation of changes in standalone selling prices after inception is
not permitted. Step 5 – Recognize revenue as and when the entity satisfies a performance obligation: the entity should recognize
revenue at a point in time, except if it meets any of the three criteria, which will require recognition of revenue over time: the entity's
performance creates or enhances an asset controlled by the customer, the customer simultaneously receives and consumes the benefit of
the entity's performance as the entity performs, and the entity does not create an asset that has an alternative use to the entity
and the entity has the right to be paid for performance to date.

 Stock-based Compensation

 The Company expenses stock-based compensation
to employees and consultants based on the fair value at grant date, which generally is the agreement date the Company entered into with
employees or consultants. To date the Company has issued restricted common stock shares and preferred stock.

 Beneficial Conversion Features of Convertible Securities

 Conversion options that are not bifurcated as a derivative
pursuant to ASC 815 and not accounted for as a separate equity component under the cash conversion guidance are evaluated to determine
whether they are beneficial to the investor at inception (a beneficial conversion feature) or may become beneficial in the future due
to potential adjustments. The beneficial conversion feature guidance in ASC 470-20 applies to convertible stock as well as convertible
debt which are outside the scope of ASC 815. A beneficial conversion feature is defined as a nondetachable conversion feature that is
in the money at the commitment date. The beneficial conversion feature guidance requires recognition of the conversion option's
in-the-money portion, the intrinsic value of the option, in equity, with an offsetting reduction to the carrying amount of the instrument.
The resulting discount is amortized as a dividend over either the life of the instrument, if a stated maturity date exists, or to the
earliest conversion date, if there is no stated maturity date. If the earliest conversion date is immediately upon issuance, the dividend
must be recognized at inception. When there is a subsequent change to the conversion ratio based on a future occurrence, the new conversion
price may trigger the recognition of an additional beneficial conversion feature on occurrence.

 Derivatives

 The Company reviews the terms of convertible debt
issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be
bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more
than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative
instruments are accounted for as a single, compound derivative instrument.

 Bifurcated embedded derivatives are initially recorded
at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense.
When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as
liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining
proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount
from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument,
is amortized over the life of the instrument through periodic charges to interest expense.

 Net Loss Per Common Share

 Basic net loss per common share is computed
by dividing net loss by the weighted-average number of common shares outstanding during the period. Potential common stock equivalents
are determined using the treasury stock method. For diluted net loss per share purposes, the Company excludes stock options and other
stock-based awards, including shares issued as a result of option exercises that are subject to repurchase by the Company, whose effect
would be anti-dilutive from the calculation. During the year ended December 31, 2023 and 2022, common stock equivalents were excluded
from the calculation of diluted net loss per common share, as their effect was anti-dilutive due to the net loss incurred. Therefore,
basic and diluted net loss per share was the same in all periods presented.

 The Company had 294,029,679 and 42,027,472
potentially dilutive options and convertible securities, respectively, that have been excluded from the computation of diluted weighted-average
shares outstanding as of December 31, 2023, and 154,518,887 and 30,192,079 potentially dilutive options and convertible securities, respectively,
that have been excluded from the computation of diluted weighted-average shares outstanding as of December 31, 2022, as they would be
anti-dilutive.

 Treasury Stock

 The Company accounts for treasury stock under the
cost method and includes treasury stock as a component of stockholder's deficit.

 Fair Value of Financial Instruments

 The guidance for fair value measurements, ASC 820,
Fair Value Measurements and Disclosures, establishes the authoritative definition of fair value, sets out a framework for measuring fair
value, and outlines the required disclosures regarding fair value measurements. Fair value is the price that would be received to sell
an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an
orderly transaction between market participants at the measurement date. The Company uses a three-tier fair value hierarchy based upon
observable and non-observable inputs as follow:

 •

 Level 1 – Quoted market prices in active markets for identical assets and liabilities;

 •

 Level 2 – Inputs, other than level 1 inputs, either directly or indirectly observable; and

 •

 Level 3 – Unobservable inputs developed using internal estimates and assumptions (there is little or no market date) which reflect those that market participants would use.

 The Company records its derivative activities at fair
value. As of December 31, 2023, no derivative liabilities are recorded.

 Off Balance Sheet Arrangements

 The Company does not have any off-balance sheet arrangements.

 Uncertain Tax Positions

 The Company did not take any uncertain tax positions
and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the year
ended December 31, 2023.

 Income
Taxes

 The Company accounts for income taxes under
Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon
differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws
that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent
management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of
operations in the period that includes the enactment date.

 Recent Accounting Pronouncements

 The Company has reviewed all recently issued, but
not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements may be expected to cause
a material impact on its financial condition or the results of its operations.

 In August 2020, the FASB issued ASU 2020-06, "Debt
– Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity's Own
Equity (Subtopic 815 – 40)" ("ASU 2020-06"). ASU 2020-06 simplifies the accounting for certain financial instruments
with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own equity. The
ASU is part of the FASB's simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU's
amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company
is currently evaluating the impact of ASU 2020-06 on its financial statements.

 Subsequent Events

 The Company evaluates events that have occurred
after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify
any additional recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements.

 General

 The Company has become a wholesale distributor of
the popular drink called Popping Boba. The Company has also made an investment in Boh Bah Inc., a manufacturer of popping boba and is
an authorized distributor of popping boba.

 The Company still has the ability to produce hemp
CBD oil and related products and has retained the brands we have developed in the space. We believe that CBD distillate and isolate business
will become a significant part of our business once we are able to raise the cash required to implement our business plan.

 Components of Statements of Operations

 Revenue

 Product revenue consists of sales of Popping Boba
to distributors. Once a purchase order is received, the order is packaged and shipped directly from Boh Bah Inc.to the customer. Depending
on the customer, some orders are paid at the time of purchase and others have terms. We recognize the revenue when the order is delivered
and received by the customer for those orders that are prepaid. For purchase orders with terms we recognize the revenue after payment
is made by the customer.

 Cost of Goods Sold

 Cost of goods sold represents our cost of the Popping
Boba.

 We expect our cost of goods sold per unit
to decrease as our volumes increase.

 Operating Expenses

 General and Administrative.

 Our general and administrative expenses consist primarily
of compensation, benefits, travel and other costs for employees. In addition, general and administrative expenses include third-party
consulting, accounting services, repairs and maintenance, utilities for
our building and information technology. We expect general and administrative expenses to increase as we grow our business and add additional
employees.

 Professional Fees

 Professional fees consist of legal fees and audit
fees.

 Interest Expense

 Interest expense consists primarily of interest from
notes due to debtholders and interest on the mortgage.

 Liquidity and Capital Resources

 We had limited operations during 2023 due to
a lack of funds to purchase inventory and to market our products. We continue to pursue additional sources of capital though we have no
current arrangements with respect to, or sources of, additional financing at this time and there can be no assurance that any such financing
will become available. We will need to raise additional capital in order to execute on our business plan. We intend on raising additional
capital in the short term by selling equity through private placements.

 RESULTS OF OPERATIONS

 Year ended December 31, 2023 compared to year ended
December 31, 2022

 Revenue was $60,453 for the year ended December 31,
2023 and $11,133 for the year ended December 31, 2022. Revenues in 2023 were generated from the distribution of Boh Bah Inc's
popping boba. Revenues in 2022 were generated from the sale of our CBD tinctures. While additional sales of popping boba were made during
the year, we cannot record these sales until payment is received, which we expect to occur during the first quarter of 2024. We still
need to raise a sufficient amount of capital to provide the resources required that would enable us to execute our business plan.

 Cost of goods sold increased by $78,103 from $7,507
for the year ended December 31, 2022 to $85,610 for the year ended December 31, 2023. The increase is attributable to the sale of the
Popping Boba. The cost of the Popping Boba which we cannot record as a sale until payment is received is included in the cost of goods
sold as of December 31, 2023.

 General and administrative (G & A) expenses
increased by $643,131 from $252,305 to $895,436 for the year ended December 31, 2023. Increase is due to the issuance of options
with an option expense of $777,890 in the year ended December 31, 2023 compared to no options being issued in the year ended December
31, 2022.

 Professional fees expenses decreased by
$64,320 from $122,570 to $58,250 for the year ended December 31, 2023. The decrease is due to a reduction in legal costs.
In the prior year legal costs were higher due to work around potential acquisitions and costs associated with issues surrounding the proposed
reverse split.

 Payroll and related expenses decreased by $207,800
to $212,311 from $420,112 for the year ended December 31, 2023. Due to a lack of funds, all employees except the CEO were released. The
CEO has an employment agreement and his payroll has been accrued during the period but not paid.

 For the year ended December 31, 2023, the Company
had interest expense of $55,176. For the year ended December 31, 2022, the Company had interest expense of $32,507.

 For the year ended December 31, 2023, the Company
had a warrant expense of $3,549 for warrants issued to extend the term of the convertible debt. Warrant expense for the year ended December
31, 2022 was $0.

 As a result of the foregoing, we had a net
loss of $1,332,351 for the year ended December 31, 2023 compared to a net loss of $905,944 for the year ended December 31, 2022.

 Liquidity and Capital Resources

 As of December 31, 2023, the Company had cash and
cash equivalents of $79,345 as compared to $2,845 as of December 31, 2022, representing a increase of $76,500.

 As of December 31, 2023, the Company had a working
capital deficit of $2,425,881 as compared to a working capital deficit of $1,808,830 as of December 31, 2022, representing an increase
in the deficit of $617,051.

 The Company is seeking additional capital in the private
and/or public equity markets to continue operations and build inventory, sales, marketing, brand and distribution. The Company is currently
evaluating additional equity and debt financing opportunities and may execute them when appropriate. However, there can be no assurances
that the Company can consummate such a transaction or consummate a transaction at favorable prices.

 Company plans on increased sales of its products
in the market. However, there can be no assurances that the sales will increase or that even if they do increase that it will increase
sufficiently to generate the necessary cash.

 ITEM 8. FINANCIAL
STATEMENTS.

 CONTENTS

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 CONSOLIDATED BALANCE SHEETS

 CONSOLIDATED STATEMENTS OF OPERATIONS

 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

 To the Board of Directors and

 Stockholders of Real Brands, Inc.

 Opinion on the Consolidated Financial Statements

 We have audited the accompanying consolidated balance
sheets of Real Brands, Inc. (the Company) as of December 31, 2023 and 2022, and the related consolidated statements of operations, changes
in stockholders' equity (accumulated deficit), and cash flows for the years ended and the related notes to the consolidated financial
statements. In our opinion, the consolidated 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 year ended in conformity with
accounting principles generally accepted in the United States of America.

 Going Concern

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

 Basis for Opinion

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

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

 Our audits included performing procedures to
assess the risks of material misstatement of the consolidated 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
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide
a reasonable basis for our opinion.

 Critical Audit Matters

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

 Going Concern

 Due to the net loss, negative cash flows from operations
for the year, and working capital deficiency, the Company evaluated the need for a going concern listed in note 1.

 Auditing management's evaluation of a going
concern can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses, which
are not able to be easily substantiated.

 We evaluated the appropriateness of the going
concern, we examined and evaluated the financial information along with management's plans to mitigate the going concern and management's
disclosure on going concern.

 /s/ M&K CPAS, PLLC

 We have served as the Company's auditor since 2023.

 Firm ID 2738

 The
 Woodlands, TX

 April
 1, 2024

 REAL BRANDS INC AND SUBSIDIARIES

 CONSOLIDATED BALANCE SHEETS

 DECEMBER 31, 2023 AND DECEMBER 31, 2022

 Audited

 Audited

 31-Dec-23

 31-Dec-22

 ASSETS

 CURRENT ASSETS:

 Cash and cash equivalents

 $
 79,345

 $
 2,845

 Accounts receivables

 —

 Total current assets

 79,345

 3,595

 Deposits

 Property and equipment - net of depreciation

 1,075,262

 1,157,734

 Investment Boh Bah Inc.

 125,000

 —

 TOTAL ASSETS

 $
 1,280,137

 $
 1,161,859

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 CURRENT LIABILITIES:

 Accounts payable and accrued expenses

 $
 550,851

 $
 476,543

 Accrued expenses related party

 930,930

 675,349

 Loan payable

 215,672

 75,000

 Loan payable related party

 394,105

 273,605

 Convertible note payable related party

 300,000

 200,000

 Notes payable

 43,003

 43,003

 Mortgage payable short term

 25,040

 23,300

 Contingent liabilities

 45,625

 45,625

 TOTAL CURRENT LIABILITIES

 2,505,226

 1,812,425

 LONG TERM LIABILITIES

 Mortgage payable long term

 78,718

 102,329

 Total Long Term Liabilities

 78,718

 102,329

 TOTAL LIABILITIES

 2,583,946

 1,914,754

 STOCKHOLDERS' EQUITY (DEFICIT):

 Common stock, $.001 par value; 3,998,000,000 shares authorized as of December 31, 2023 and December 31, 2022; 2,690,640,226 shares issued and outstanding as of December 31, 2023 and December 31, 2022.

 Common stock subscribed, 6,806,011 shares at December 31, 2023 and December 31, 2022.

 Additional paid-in capital

 9,816,056

 9,034,617

 Accumulated deficit

 ( 13,906,906
)

 ( 12,574,555
)

 TOTAL STOCKHOLDERS' DEFICIT

 ( 1,303,807
)

 ( 752,895
)

 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 $
 1,280,137

 $
 1,161,859

 See the accompanying notes to these unaudited consolidated financial statements.

 REAL BRANDS, INC. AND SUBSIDIARY

 CONSOLIDATED STATEMENTS OF OPERATIONS

 FOR THE YEARS ENDED DECEMBER 31, 2023 and 2022

 AUDITED

 2023

 2022

 REVENUE:

 Revenues

 $
 60,453

 $
 11,133

 Total revenue

 60,453

 11,133

 Cost of goods sold

 85,610

 7,507

 Gross profit (loss)

 ( 25,157
)

 3,626

 OPERATING EXPENSES:

 General and administrative

 895,436

 252,305

 Professional fees

 58,250

 122,570

 Payroll and related

 212,311

 420,112

 Total operating expenses

 1,165,977

 794,987

 Operating loss

 ( 1,191,154
)

 ( 791,361
)

 OTHER INCOME (EXPENSES):

 Depreciation expense

 ( 82,472
)

 ( 82,076
)

 Warrant expense

 ( 3,549
)

 —

 Interest expense

 ( 55,176
)

 ( 32,507
)

 Total other (expenses) income

 ( 141,197
)

 ( 114,583
)

 LOSS FROM OPERATIONS

)

)

 PROVISION FOR INCOME TAXES

 —

 —

 NET LOSS

 $
)

 $
)

 BASIC AND DILUTED
 NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS**

 $
 0.00

 $
 0.00

 WEIGHTED AVERAGE SHARES OUTSTANDING

 2,690,640,226

 2,680,730,333

 ** Less than $0.01 per share

 See the accompanying notes to these unaudited consolidated financial statements.

 REAL
 BRANDS, INC. AND SUBSIDIARIES

 CONSOLIDATED
 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

 FOR
 THE YEAR ENDED DECEMBER 31, 2022 AND 2023

 Preferred Stock

 Common

 Additional

 Series A

 Common Stock

 Stock

 Paid-in

 Accumulated

 Shares

 Amount

 Shares

 Amount

 Subscribed

 Capital

 Deficit

 TOTAL

 Balance
 December 31, 2021

 1,000,000

 1,000

 2,677,529,115

 2,677,529

 8,881,728

 ( 11,668,611
)

 ( 11,951
)

 Sale
 of IP

 ( 1,000,000
)

 ( 1,000
)

 —

 —

 —

 61,205

 —

 60,205

 Issuance
 of common stock for cash

 —

 —

 3,111,111

 3,111

 61,889

 —

 65,000

 Lost
 stop file made active

 —

 —

 10,000,000

 —

 —

 —

 —

 —

 Issuance
 of common stock

 10,000

 29,795

 39,795

 Net
 loss for the year ended December 31, 2022

 —

 —

 —

 —

 —

 —

)

)

 Balance
 December 31, 2022

 —

 —

 2,690,640,226

 9,034,617

 ( 12,574,555
)

 ( 752,895
)

 Balance
 December 31, 2022

 —

 —

 2,690,640,226

 9,034,617

 ( 12,574,555
)

 ( 752,895
)

 Issuance
 of stock options

 —

 —

 —

 —

 —

 777,890

 —

 777,890

 Warrant
 expense

 —

 —

 —

 —

 —

 3,549

 —

 3,549

 Net
 loss for the year ended December 31, 2023

 —

 —

 —

 —

 —

 —

)

)

 Balance
 December 31, 2023

 —

 —

 2,690,640,226

 9,816,056

 ( 13,906,906
)

 ( 1,303,807
)

 See
 the accompanying notes to these unaudited consolidated financial statements.

 REAL BRANDS, INC. AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 FOR THE YEARS ENDED DECEMBER 31, 2023 and 2022

 AUDITED

 2023

 2022

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net loss

 $
)

 $
)

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

 Option expense

 777,890

 —

 Warrant expense

 3,549

 —

 Stock based compensation

 —

 —

 Depreciation expense

 82,472

 82,076

 Changes in operating assets and liabilities:

 Accounts receivable

 Prepaid expenses

 —

 —

 Accounts payable and accrued expenses

 329,889

 292,233

 Loan payable related party

 —

 —

 Contingency liabilities

 —

 —

 Net cash used in operating activities

 ( 137,801
)

 ( 531,488
)

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Investment in Boh Bah Inc.

 ( 125,000
)

 —

 Net cash provided by (used in) investing activities

 ( 125,000
)

 —

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Convertible note payable related party

 100,000

 —

 Loan payable

 140,672

 75,000

 Loan payable related party

 120,500

 140,000

 Repayment of mortgage payable

 ( 21,871
)

 ( 22,922
)

 Principle payments on debt

 —

 ( 20,000
)

 Proceeds from sale of common stock

 —

 165,000

 Net cash provided by financing activities

 $
 339,301

 $
 337,078

 NET CHANGE IN CASH AND CASH EQUIVALENTS

 $
 76,500

 $
 ( 194,410
)

 CASH AND CASH EQUIVALENTS, beginning of period

 $
 2,845

 $
 197,255

 CASH AND CASH EQUIVALENTS, end of period

 $
 79,345

 $
 2,845

 SUPPLEMENTAL CASH FLOW INFORMATION:

 Cash paid for interest

 $
 6,204

 $
 7,732

 Cash paid for income taxes

 $
 —

 $
 —

 NONCASH INVESTING AND FINANCING ACTIVITIES:

 Cancellation of preferred stock

 $
 —

 $
 1,000

 Conversion of account payable to note payable

 $
 —

 $
 55,753

 See the accompanying notes to these unaudited consolidated financial statements.

 REAL BRANDS, INC. AND SUBSIDIARIES

 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 DECEMBER 31, 2023 AND 2022

 NOTE 1. ORGANIZATION, BACKGROUND, AND BASIS OF PRESENTATION

 Real Brands, Inc. ("Real Brands" or the
"Company"), was incorporated under the laws of the state of Nevada on November 6, 1992. The Company was formed under the name
Mercury Software. From 1997 to 2005 the Company changed its name several times. On October 10, 2005, the Company changed its name to Global
Beverage Solutions, Inc. and began trading on the OTC Bulletin Board under the symbol GBVS.OB.

 On October 22, 2013, the Company changed its name
to Real Brands, Inc. The Financial Industry Regulatory Authority ("FINRA") approved Real Brands' corporate actions regarding
its name change and its new stock symbol request and approved Real Brands' 150:1 Reverse Stock Split. The new symbol was designated
as GBVSD. On November 19, 2013, the ticker symbol changed to RLBD. In August 2014 the Company filed a Form 15 with the US Securities and
Exchange Commission ("SEC") terminating the registration of its securities.

 On October 22, 2020, the majority of the shareholders
of the Company, by written consent, agreed to a "reverse triangular" merger with CASH Acquisition Corp., a Delaware corporation
and wholly-owned subsidiary of the Company formed for the purpose of the merger, and Canadian American Standard Hemp Inc., a Delaware
corporation ("CASH"), whereby the Company acquired all of the outstanding shares of CASH and merged it with and into CASH
Acquisition Corp. Real Brands' name and trading symbol were maintained, with CASH shareholders acquiring majority control of Real
Brands.

 The merger
was accounted for as a reverse merger, whereby CASH was considered the accounting acquirer and became our wholly-owned subsidiary. In
accordance with the accounting treatment for a "reverse merger", the Company's historical financial statements prior
to the reverse merger has been replaced with the historical financial statements of CASH prior to the reverse merger. The consolidated
financial statements after completion of the reverse merger include the assets, liabilities, and results of operations of the combined
company from and after the closing date of the reverse merger, with only certain aspects of pre-consummation stockholders' equity
remaining in the consolidated financial statements.

 In June 2021 the Company filed a Form 10 with the
SEC to register its securities and become a public reporting company.

 In March 2023 the Company submitted a Company Related
Action Notification Form notifying FINRA of its intention to implement a reverse stock split of its common stock in the ratio of 1:20.
FINRA has responded with comments and it is unclear at this time when the Company will be able to implement said reverse split.

 Going concern

 The ability of the Company to obtain
necessary financing to build its sales, brand, marketing and distribution and fund ongoing operating expenses is uncertain. The
ability of the Company to generate sales revenue to offset the expenses and obtain profitability is uncertain. The Company had a net
loss as of December 31, 2023 and 2022, of $ 1,332,351
and $ 905,944, respectively. These material
uncertainties cast doubt on the Company's ability to continue as a going concern. In the event the Company's revenues do
not significantly increase, the Company will require additional financing from time to time, which it intends to obtain through the
issuance of common shares, debt, bonds, grants and other financial instruments. While the Company has been successful in raising
funds through the issuance of common shares and obtaining debt in the past, there is no assurance that it will be able to obtain
adequate financing in the future or that such financing will be available on acceptable terms and while the Company believes that
its revenues will increase it does not currently expect them to generate sufficient cash in the immediate future.

 Liquidity

 As of December 31, 2023, the Company had cash
and cash equivalents of a $ 79,345 as compared to $ 2,845 as of December 31, 2022, representing an increase of $ 76,500. As of December 31,
2023, the Company had a working capital deficit of $ 2,425,881 as compared to a working capital deficit of $ 1,808,830 as of December 31,
2022, representing an increase in the deficit of $ 617,051.

 Plans with respect to its liquidity management include
the following:

 •

 The Company is seeking additional capital in the private and/or public equity markets to continue operations and build sales, marketing, brand and distribution. The Company is currently evaluating additional equity and debt financing opportunities and may execute them when appropriate. However, there can be no assurances that the Company can consummate such a transaction or consummate a transaction at favorable pricing.

 •

 The Company plans on increased sales of its products in the market. However, there can be no assurances that the sales will increase or that even if they do increase that it will increase sufficiently to generate the necessary cash.

 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation and Principles of Consolidation

 The Company's consolidated financial statements
and the notes thereto have been prepared in accordance with Generally Accepted Accounting Principles ("GAAP") in the United
States of America. The consolidated financial statements include Real Brands, and its wholly owned subsidiaries. DePetrillo Real Estate
Holdings, LLC is a wholly owned subsidiary of CASH Acquisition Corp. and the owner of the Company's building in Rhode Island. American
Standard Hemp Inc. is a wholly owned subsidiary of CASH Acquisition Corp. and holds the hemp licenses in Rhode Island. All significant
intercompany accounts and transactions have been eliminated.

 Use of estimates and judgments

 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 consolidated financial statements and the reported amounts of expenses during
the reporting period. Key areas of estimation include the estimated useful lives of property, plant, equipment and intangibles assets
and liabilities, income taxes, and the valuation of stock-based compensation. Due to the uncertainty inherent in such estimates, actual
results may differ from the Company's estimates.

 Accounting standard updates

 From time to time, new accounting pronouncements
are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies that are adopted by the Company
as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that
are not yet effective will not have a material effect on its consolidated financial position or results of operations upon adoption.

 Segment Reporting

 The Company operates as one segment, in which
management uses one measure of profitability, and all of the Company's assets are located in the United States of America. The Company
does not operate separate lines of business or separate business entities with respect to any of its product candidates. Accordingly,
the Company does not have separately reportable segments.

 Cash and Cash Equivalents

 The Company considers all highly liquid investments
with an original maturity of three months or less when purchased to be a cash equivalent.

 Accounts Receivable and Allowance for Doubtful
Accounts

 The Company performs periodic credit evaluations of
its customers' financial conditions and generally does not require collateral. The Company reviews all outstanding accounts receivable
for collectability on a quarterly basis. An allowance for doubtful accounts is recorded for any amounts deemed uncollectable. The Company
does not accrue interest receivable on past due accounts receivable.

 Concentrations of Credit Risk

 The Company, from time to time during the years covered
by these consolidated financial statements, may have bank balances in excess of its insured limits. Management has deemed this a normal
business risk.

 Inventory

 Inventory is comprised of raw hemp and hemp oil in
different phases of production to completion of final product. Products include tinctures, creams and lotions. Inventory is valued at
cost. No packaging material of any kind is included in inventory. Packaging materials are expensed as incurred.

 Property and Equipment

 On February 15, 2020 the Company purchased
DePetrillo Real Estate Holdings, LLC, a Rhode Island Limited Liability Company having as it's only asset the building at 12 Humbert
Street in North Providence Rhode Island. The building is the Company's headquarters and a hemp processing facility. The purchase
price of the building was 2 million shares of CASH common stock, $ 25,000 in cash and the assumption of the mortgage which at the time
was $ 189,916. The prior owner agreed to put the $ 25,000 payment into building improvements. The building and land were appraised at $ 475,000.
The building is being depreciated over 15 years on a straight-line basis starting October 1, 2021, the date building improvements were
completed. Depreciation expense on the building for the year ended December 31, 2023 was $ 30,084.

 Building improvements is being depreciated over 15
years commencing from the completion of the work, October 1, 2021. Depreciation expense on building improvements for the year ended December
31, 2023 was $ 52,388.

 Property and equipment are recorded at cost.
Depreciation is computed using the straight-line method over estimated useful lives of five years. Expenditures for repairs and maintenance
are expensed as incurred.

 Impairment of Long-Lived Assets

 The Company reviews long-lived assets, including property
and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may
not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance
of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes
in the use of the assets. If an impairment review is performed to evaluate long-lived asset for recoverability, the Company compares forecasts
of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An
impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset over its
fair value, determined based on discounted cash flows is less than the carrying value on the books of the Company.

 Revenue Recognition

 The Company follows ASC 606 Revenue from
Contracts with Customers which establishes a single and comprehensive framework and sets out how much revenue is to be recognized, and
when. The core principle is that a vendor should recognize revenue to depict the transfer of promised goods or services to customers
in an amount that reflects the consideration to which the vendor expects to be entitled in exchange for those goods or services. Revenue
will now be recognized by a vendor when control over the goods or services is transferred to the customer. In contrast, Revenue based
revenue recognition is around an analysis of the transfer of risks and rewards; this now forms one of a number of criteria that are assessed
in determining whether control has been transferred. The application of the core principle in ASC 606 is carried out in five steps: Step
1 – Identify the contract with a customer: a contract is defined as an agreement (including oral and implied), between two or more
parties, that creates enforceable rights and obligations and sets out the criteria for each of those rights and obligations. The contract
needs to have commercial substance and it is probable that the entity will collect the consideration to which it will be entitled. Step
2 – Identify the performance obligations in the contract: a performance obligation in a contract is a promise (including implicit)
to transfer a good or service to the customer. Each performance obligation should be capable of being distinct and is separately identifiable
in the contract. Step 3 – Determine the transaction price: transaction price is the amount of consideration that the entity can
be entitled to, in exchange for transferring the promised goods and services to a customer, excluding amounts collected on behalf of
third parties. Step 4 – Allocate the transaction price to the performance obligations in the contract: for a contract that has
more than one performance obligation, the entity will allocate the transaction price to each performance

 obligation separately, in exchange for
satisfying each performance obligation. The acceptable methods of allocating the transaction price include adjusted market assessment
approach, expected cost plus a margin approach, and the residual approach in limited circumstances. Discounts given should be allocated
proportionately to all performance obligations unless certain criteria are met and reallocation of changes in standalone selling prices
after inception is not permitted. Step 5 – Recognize revenue as and when the entity satisfies a performance obligation: the entity
should recognize revenue at a point in time, except if it meets any of the three criteria, which will require recognition of revenue
over time: the entity's performance creates or enhances an asset controlled by the customer, the customer simultaneously receives
and consumes the benefit of the entity's performance as the entity performs, and the entity does not create an asset that has an
alternative use to the entity and the entity has the right to be paid for performance to date.

 Stock-based Compensation

 The Company expenses stock-based compensation to employees
and consultants based on the fair value at grant date, which generally is the agreement date the Company entered into with employees or
consultants. To date the Company has issued restricted common stock shares and preferred stock.

 Beneficial Conversion Features of Convertible Securities

 Conversion options that are not bifurcated as a derivative
pursuant to ASC 815 and not accounted for as a separate equity component under the cash conversion guidance are evaluated to determine
whether they are beneficial to the investor at inception (a beneficial conversion feature) or may become beneficial in the future due
to potential adjustments. The beneficial conversion feature guidance in ASC 470-20 applies to convertible stock as well as convertible
debt which are outside the scope of ASC 815. A beneficial conversion feature is defined as a nondetachable conversion feature that is
in the money at the commitment date. The beneficial conversion feature guidance requires recognition of the conversion option's
in-the-money portion, the intrinsic value of the option, in equity, with an offsetting reduction to the carrying amount of the instrument.
The resulting discount is amortized as a dividend over either the life of the instrument, if a stated maturity date exists, or to the
earliest conversion date, if there is no stated maturity date. If the earliest conversion date is immediately upon issuance, the dividend
must be recognized at inception. When there is a subsequent change to the conversion ratio based on a future occurrence, the new conversion
price may trigger the recognition of an additional beneficial conversion feature on occurrence.

 Derivatives

 The Company reviews the terms of convertible debt
issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be
bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more
than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative
instruments are accounted for as a single, compound derivative instrument.

 Bifurcated embedded derivatives are initially
recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or
expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted
for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The
remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded
at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the
instrument, is amortized over the life of the instrument through periodic charges to interest expense.

 Net Loss Per Common Share

 Basic net loss per common share is computed
by dividing net loss by the weighted-average number of common shares outstanding during the period. Potential common stock equivalents
are determined using the treasury stock method. For diluted net loss per share purposes, the Company excludes stock options and other
stock-based awards, including shares issued as a result of option exercises that are subject to repurchase by the Company, whose effect
would be anti-dilutive from the calculation. During the years ended December 31, 2023 and 2022, common stock equivalents were excluded
from the calculation of diluted net loss per common share, as their effect was anti-dilutive due to the net loss incurred. Therefore,
basic and diluted net loss per share was the same in all periods presented.

 The Company had 294,029,679 and 42,027,472 potentially
dilutive options and convertible securities, respectively, that have been excluded from the computation of diluted weighted-average shares
outstanding as of December 31, 2023, and 154,518,887 and 30,192,079 potentially dilutive options and convertible securities, respectively,
that have been excluded from the computation of diluted weighted-average shares outstanding as of December 31, 2022, as they would be
anti-dilutive.

 Treasury Stock

 The Company accounts for treasury stock under the
cost method and includes treasury stock as a component of stockholder's deficit.

 Fair Value of Financial Instruments

 The guidance for fair value measurements, ASC 820,
Fair Value Measurements and Disclosures, establishes the authoritative definition of fair value, sets out a framework for measuring fair
value, and outlines the required disclosures regarding fair value measurements. Fair value is the price that would be received to sell
an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an
orderly transaction between market participants at the measurement date. The Company uses a three-tier fair value hierarchy based upon
observable and non-observable inputs as follow:

 •

 Level 1 – Quoted market prices in active markets for identical assets and liabilities;

 •

 Level 2 – Inputs, other than level 1 inputs, either directly or indirectly observable; and

 •

 Level 3 – Unobservable inputs developed using internal estimates and assumptions (there is little or no market date) which reflect those that market participants would use.

 The Company records its derivative activities at fair
value. As of December 31, 2023, no derivative liabilities are recorded.

 Off Balance Sheet Arrangements

 The Company does not have any off-balance sheet arrangements.

 Uncertain Tax Positions

 The Company did not take any uncertain tax positions
and had no adjustments to unrecognized income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the year
ended December 31, 2023.

 Income
Taxes

 The Company accounts for income taxes under
Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon
differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws
that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent
management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled.

 The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date.

 Recent Accounting Pronouncements

 The Company has reviewed all recently issued, but
not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements may be expected to cause
a material impact on its financial condition or the results of its operations.

 In August 2020, the FASB issued ASU 2020-06, "Debt
– Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity's Own
Equity (Subtopic 815 – 40)" ("ASU 2020-06"). ASU 2020-06 simplifies the accounting for certain financial
instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity's own
equity. The ASU is part of the FASB's simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The
ASU's amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.
The Company is currently evaluating the impact of ASU 2020-06 on its financial statements.

 Subsequent Events

 The Company evaluates events that have occurred after
the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any additional
recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements.

 NOTE 3. ACCOUNTS RECEIVABLES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

 At December 31, 2023 the Company has no accounts
receivables. The Company did not have an allowance for doubtful accounts at December 31, 2023. The Company does not accrue interest receivable
on past due accounts receivable.

 NOTE 4. INVENTORY

 At December 31, 2023 the inventory was $ 0.
Pre-packaged products and packaging materials are expensed as incurred.

 NOTE 5. DEPOSITS

 The Company has a deposit in the amount of $ 530 with a utility company.

 NOTE 6. PROPERTY AND EQUIPMENT

 Property and equipment is comprised of a
building, land and building improvements.

 The building and land were appraised at $ 475,000.
The building is being depreciated over 15 years on a straight-line basis starting October 1, 2021, the date the building improvements
were completed on the building. Depreciation expense on the building for the year ended December 31, 2023 was $ 30,084.

 Building improvements is being depreciated over 15
years commencing from the completion of the work, October 1, 2021. Depreciation expense on building improvements for the year ended December
31, 2023 was $ 52,388.

 Property and equipment are recorded at cost. Depreciation
is computed using the straight-line method over estimated useful lives of five years.

 December 31,

 December 31,

 2023

 2022

 Building

 $
 475,000

 $
 475,000

 Building Improvements

 785,823

 785,823

 Gross fixed assets

 1,260,823

 1,260,823

 Less: Accumulated Depreciation

 185,560

 103,089

 Net Fixed Assets

 $
 1,075,262

 $
 1,157,734

 NOTE 7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 Accounts payable and accrued expenses include
normal operating expenses, professional fees and costs remaining to be paid for the build out of the new facility. Included in accrued
expenses is a balance for ATS Indian Trace, LLC. ATS Indian Trace, LLC v. the Company was a civil action filed by ATS Indian Trace, LLC
in the Circuit Court of Broward County, Florida on July 22, 2015. On November 18, 2015, a (default) Final Judgement was entered in favor
of ATS Indian Trace, LLC and against the Company in the amount of $ 71,069.37. This judgement is currently outstanding and remains due
and owing. ATS Indian Trace, LLC has not taken any enforcement action against the Company for several years. The balance is included in
accrued expenses even though the Company does not expect to ever have to pay it.

 Schedule of Accounts Payable and Accrued Liabilities

 December 31,

 December 31,

 2023

 2022

 Accounts payable

 $

 140,769

 $

 98,720

 Accrued expenses

 392,278

 371,935

 Accrued interest

 17,332

 3,621

 Credit cards payable

 2,267

 Total accounts payable and accrued expenses

 $

 550,851

 $

 476,543

 NOTE 8. ACCRUED EXPENSES – RELATED PARTY

 At December 31, 2023, accrued expenses related parties
was $ 930,930.

 Such amount included, to its CEO, Thom Kidrin, $ 592,308
in accrued salary and $ 56,694
in accrued interest on a loan with principal balance of $ 394,105
(see Note 10) and a convertible note with a principal balance of $ 100,000 (see Note 11) and an additional $ 59,928 in accrued
interest on a convertible note from Worlds Inc., with a principal balance of $ 200,000 (see Note 11). In addition, the Company owed
 $ 215,000 to its CFO, Chris Ryan, and $ 7,000 to Dr. Rammal.

 NOTE 9. MORTGAGE PAYABLE

 As of December 31, 2023, the following mortgage was
outstanding:

 Mortgage payable

 Accrued interest

 Mortgage payable (6.31%)

 103,758

 —

 Total

 $

 103,758

 $

 —

 NOTE 10. LOAN PAYABLE – RELATED PARTY

 A loan was provided by the CEO, Thom Kidrin, at an
interest rate of 7 %. The loan balance at December 31, 2023 was $ 394,105 with accrued interest of $ 56,694.

 NOTE 11. CONVERTIBLE NOTES PAYABLE - RELATED PARTY

 The Company has issued a convertible note payable
related party in the amount of $ 200,000. The convertible note has a 7 % annual interest rate and matured on October 15, 2021. Interest
and principal are payable at maturity. The note can be converted at any time and either all or part of the amount due into equity at a
price of $ 0.50 per share. If converted into common stock, the related party would own 1 % of Company based upon the current number of shares
outstanding. The related party holding the convertible note is Worlds Inc. Messrs. Kidrin and Toboroff are Directors of Worlds Inc. and
Mr. Kidrin is the CEO and Mr. Ryan is the CFO of Worlds Inc. On October 15, 2021, the convertible note was extended to October 15,
2023. On October 15, 2023 the convertible note was extended again to October 15, 2025. All other terms remain the same. As
consideration for extending the maturity date two years, the Company issued one million warrants to purchase the Company's stock
at a purchase price $ 0.01 per share. The Company recorded a warrant expense of $ 3,549 for the warrants granted with the second extension.

 As of December 31, 2023, the Company incurred
 $ 59,928 in interest expense on the convertible note with Worlds Inc.

 The Company has issued a second convertible note payable
related party in the amount of $ 100,000. The convertible note has a 7 % annual interest rate and matures on November 15, 2025. Interest
and principal are payable at maturity. The note can be converted at any time and either all or part of the amount due into equity at a
price of $ 0.01 per share. The related party holding the convertible note is Thom Kidrin the CEO.

 As of December 31, 2023, the Company incurred
 $ 914 in interest expense on the convertible note with Thom Kidrin.

 NOTE 12. STOCKHOLDER'S EQUITY

 Common Stock

 As of December 31, 2023, the Company had 2,690,640,226
shares of its common stock outstanding.

 NOTE 13. STOCK OPTIONS

 In March 2023, for each of the years 2021, 2022 and
2023, for which no compensation was given to the directors, each non-employee director was granted, as compensation for serving as a director,
five-year non-qualified stock options to purchase 6,143,628 shares of the Company's common stock at an exercise price equal to the
last reported trading price of our common stock on the day of grant (i.e. 3/22/23), with the options granted for 2021 and 2022 vesting
immediately and the options granted for 2023 to vest on December 31, 2023, provided the director serves for at least nine months, following
the date of grant. In addition to these option grants, each director shall receive an additional 500,000 options to vest on December 31,
2023, provided the director serves for at least nine months, following the date of grant. Total options granted to Directors was 94,654,420
at an exercise price of $ 0.007.

 In March 2023 as consideration for deferring his
compensation over the last two years, Thom Kidrin, the Chairman and CEO, was granted five-year non-qualified stock options to
purchase 50,000,000
shares of the Company's common stock at an exercise price of $ 0.007, equal to the last reported trading price of our common
stock on the date of grant (i.e. 3/22/23) and to vest immediately.

 During the year ended December 31, 2023, the Company
expensed stock based compensation in the amount of $ 777,890 (2022 - $0) related to stock options that vested during the period as general
and administrative fees on the consolidated statement of operations.

 The Company has outstanding the following stock options as of December
31, 2023.

 Exercise Price per Share

 Shares Under Option/warrant

 Remaining
 Life in Years

 Outstanding

 $

 0.007

 144,654,420

 4.22

 $

 0.011

 4,000,000

 1.25

 $

 6,143,628

 1.00

 $

 92,154,421

 1.75

 $

 46,077,210

 1.83

 $

 0.01

 1,000,000

 1.79

 Total

 294,029,679

 Exercisable

 $

 0.007

 144,654,420

 4.22

 $

 0.011

 4,000,000

 1.25

 $

 6,143,628

 1.00

 $

 92,154,421

 1.75

 $

 46,077,210

 1.83

 $

 0.01

 1,000,000

 1.79

 Total

 294,029,679

 During the year ended December 31, 2023, the
Company recorded a stock option expense of $ 777,890 representing the options issued during the period that have fully vested.

 NOTE 14. COMMITMENTS AND CONTINGENCIES

 The Company is committed to an employment agreement
with Thom Kidrin, its President and CEO. Mr. Kidrin entered into the employment agreement with CASH on November 26, 2018. The employment
agreement provides for a base salary of $ 175,000
 per year. Mr. Kidrin is entitled to participate in any stock, stock option or other equity participation plan and any profit-sharing,
pension, retirement, insurance, or other employee benefit plan generally available to the executive officers of the Company. The employment
agreement was extended under the same terms for an additional five years.

 The Company may be involved in legal actions and
claims arising in the ordinary course of business, from time to time, none of which at the time are considered to be material to the
Company's business or financial condition.

 NOTE 15 - INCOME TAXES

 At December 31, 2023, the Company had federal and
state net operating loss carry forwards of approximately $ 5,632,434 that expire in various years through the year 2043.

 Due to net operating loss carry forwards and operating
losses, there is no provision for current federal or state income taxes for the years ended December 31, 2023 and 2022.

 Deferred income taxes reflect the net tax effects
of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for
federal and state income tax purposes.

 The Company's deferred tax asset at
December 31, 2023 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to
approximately $ 5,632,434 less a valuation allowance in the amount of approximately $ 5,632,434. Because of the Company's lack
of earnings history, the deferred tax asset has been fully offset by a valuation allowance. The valuation allowance increased by
approximately $ 151,011 for the year ended December 31, 2023 and increased by approximately $ 235,545 for the year ended December 31,
2022.

 The Company's total deferred tax asset as of
December 31, 2023, and 2022 are as follows:

 2023

 2022

 Net operating loss carry forwards

 5,632,434

 5,482,345

 Valuation allowance

 ( 5,632,434

)

 ( 5,482,345

)

 Net deferred tax asset

 —

 —

 The reconciliation of income taxes computed at the federal and state statutory
income tax rate to total income taxes for the years ended December 31, 2023 and 2022 is as follows:

 2023

 2022

 Income tax computed at the federal statutory rate

 %

 %

 Income tax computed at the state statutory rate

 %

 %

 Valuation allowance

 ( 26

)%

 ( 26

)%

 Total deferred tax asset

 —

 —

 On December 22, 2017, the 2017 Tax Cuts and Jobs
Act (the Tax Act) was enacted into law and the new legislation contains several key tax provisions that affected us, including a one-time
mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1,
2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the
transition tax, remeasuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred
tax asset and liabilities. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications
of the Tax Cuts and Jobs Act (SAB 118), which allows us to record provisional amounts during a measurement period not to extend beyond
one year of the enactment date.

 NOTE 16. SUBSEQUENT EVENTS

 The Company evaluates events that have occurred after
the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any additional
recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except
as disclosed.

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

 None.

 ITEM 9A. CONTROLS AND PROCEDURES.

 We carried out an evaluation, under the supervision
and with the participation of our management, including our principal executive officer and principal financial officer of the effectiveness
of our disclosure controls and procedures as defined in Rules 13a – 15(e) under the Securities Exchange Act of 1934, as amended
("Exchange Act") as of the end of the period covered by this annual report on Form 10-K. Based upon that evaluation, our principal
executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls
and procedures were not effective to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded,
processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our
principal executive officer, as appropriate to allow timely decisions regarding required disclosure.

 Our principal executive officer and principal financial
officer does not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure
controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officer
and principal financial officer has determined that our disclosure controls and procedures are effective at doing so, a control system,
no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met.
Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design
will succeed in achieving its stated goals under all potential future conditions.

 Furthermore, smaller reporting companies may
face additional limitations. Smaller reporting companies often employ fewer individuals and find it difficult to properly segregate duties.
Often, one or two individuals control every aspect of the Company's operation and are in a position to override any system of internal
control. Additionally, smaller reporting companies may utilize general accounting software packages that lack a rigorous set of software
controls.

 Management's Annual Report on Internal Control over Financial
Reporting.

 Our management is responsible for establishing and
maintaining adequate internal control over financial reporting as defined in Rule 13a- 15(f) under the Securities Exchange Act, as amended.
Management, with the participation of the Chief Executive Officer, evaluated the effectiveness of the Company's internal control
over financial reporting as of December 31, 2020. In making this assessment, management used the criteria set forth by the committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013 Framework). 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. We have identified the following material weaknesses:

 1.

 As of December 31, 2023, we did not maintain effective controls over the control environment. Due to lack of funds the Company's account department is currently under staffed.

 2.

 As of December 31, 2023, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.

 3.

 As of December 31, 2023, we did not establish a formal written policy for the approval, identification and authorization of related party transactions.

 Because of these material weaknesses, management has
concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2023, based on the
criteria established in "Internal Control-Integrated Framework" issued by the COSO.

 Changes in Internal Control over Financial Reporting

 There have been no changes in the Company's
internal control over financial reporting during the year ended December 31, 2023, that materially affected, or are reasonably likely
to materially affect, the Company's internal control over financial reporting.

 ITEM 9B. OTHER INFORMATION.

 On December 21, 2022, the Company received
written notice from the OTC Markets Group ("OTC") notifying the Company that its common shares, $0.001 par value, closed below
$0.01 per share for more than 30 consecutive calendar days and no longer meets the Standards for Continued Eligibility for OTCQB as per
the OTCQB Standards, Section 2.3(2), which states that the Company must "maintain proprietary priced quotations published by a Market
Maker in OTC Link with a minimum closing bid price of $.01 per share on at least one of the prior thirty consecutive calendar days."
As per Section 4.1 of the OTCQB Standards, the Company was granted a cure period of 90 calendar days during which the minimum closing
bid price for the Company's common stock must be $0.01 or greater for ten consecutive trading days in order to continue trading
on the OTCQB marketplace.

 This requirement was not met by March 22,
2023, so the Company's common stock was removed from the OTCQB marketplace. Our common shares currently trade on the OTCPK
under the symbol RLBD.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS.

 None.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.

 The following table sets forth the name, age and position
of our directors and executive officers. Our directors are elected for a twelve-month term and serve until the next annual meeting of
stockholders. Except for Mr. Kidrin, all of our directors are independent.

 Name

 Age

 Position

 Thomas Kidrin

 President, Chief Executive Officer, Secretary, Treasurer, Director

 Christopher J. Ryan

 Vice President-Finance, Principal Accounting and Chief Financial Officer

 James Dobbins

 Director, Chairman of the Audit Committee

 Jeffrey B. Engel

 Peter N. Christos

 Leonard Toboroff

 Frederic Granoff

 Thomas Kidrin became our president and chief
executive officer and a director on October 26, 2020. Mr. Kidrin has been a director of Worlds Inc., an internet technology company, since
October 1997 and has been its president, secretary and treasurer from December 1997 through July 2007 then added the title chief executive
officer since August 2007. Mr. Kidrin was also president and a director of Worlds Acquisition Corp. from April 1997 to December 1997.
From December 1991 to June 1996, Mr. Kidrin was a founder, director, and President of UC Television Network Corp., a company engaged in
the design and manufacture of interactive entertainment/advertising networks in the college market under the brand name College Television
Network, the largest private network on college campuses in the United States sold to MTV in 1996 now operating under MTVU. Mr. Kidrin
was a director of MariMed Inc. and was its CEO from its inception in 2011 until July 20, 2017. Mr. Kidrin has attended Drake University
and the New School of Social Research.

 Christopher J. Ryan became our secretary,
treasurer and chief financial officer on October 26, 2020. Mr. Ryan has been the Vice President-Finance of Worlds Inc. since May 2000
and its principal accounting and finance officer since August 2000. From August 1991 through April 2000, Mr. Ryan held a variety of financial
management positions at Reuters America, an information services company. From 2001 through 2003, Mr. Ryan was the founder and President
of CJR Advisory Services, a personal corporation through which he provided financial consulting services to various entities. From 2004
to 2010, Mr. Ryan was the CFO of Peminic, Inc. From 2008 to 2012 Mr. Ryan served as the CFO of Conversive Inc. Mr. Ryan was the CFO of
MariMed Inc. from its inception in 2011 until July 20, 2017. Mr. Ryan is an inactive certified public accountant. He is a graduate of
Montclair State University in New Jersey and received an M.B.A. degree from Fordham University.

 Directors

 Peter N. Christos became a a director of the
Company on June 18, 2015 and was its chairman from June 18, 2015 until October 26, 2020. Mr. Christos' professional Wall Street
experience spans more than 30 years. In 2005, he founded and remains Executive Chairman of Abacos Ventures, LLC. In 2011 he was a

 co-founding Managing Member of HCB Ventures,
LLC, a land owner and water rights aggregator. As founder from 1997 to 2005, he was Chairman and Chief Executive Officer of Adelphia
Holdings, LLC, owner of Adelphia Partners, LLC (managed direct investments), and Adelphia Capital, LLC a former investment banking
(NASD/SIPC) member firm located in New York City. From 1993 to 1995, he was an Executive Vice President, Partner and co-head of the
NYC office of the investment-banking firm Bannon & Co. From 1988 to 1993 he was a Managing Director of the Corporate Finance
Department and the Managing Director of the New Venture Group of D. H. Blair Investment Banking Corp. and its predecessor NYSE
member firm. From 1985 to 1988 he was a Managing Director in the Corporate Finance Department of Muller & Company, Inc., a NYSE
member firm. He was also a co-founder of AND Interactive Communications Corp., a private software company acquired in 1994 by TCI
Technology Ventures, Inc., a wholly-owned subsidiary of TCI, now Comcast Corp; a co-founder of AquaCare Systems, Inc., from start-up
to IPO on NASDAQ; a co-founder of TransAmerican Waste Industries, Inc., from start-up to IPO on NASDAQ and then acquired via merger
in 1998 by USA Waste Industries, Inc. now Waste Management, Inc.; a co-founder of Sparta Pharmaceuticals, Inc., from start-up to IPO
on NASDAQ and then acquired in 1999 by SuperGen, Inc.; and a co-founder of CTN Media Group, Inc., aka College Television Network,
from start-up to IPO on NASDAQ and then acquired in 2002 by MTV Networks, a division of Viacom, Inc. Since August 2018, he has been
a Director of Worlds Inc., a public company.

 Leonard Toboroff became a director on October
26, 2020. Mr. Toboroff was a founder and director of Steel Partners Acquisition Corp. from June 2007 to June 2009. Mr. Toboroff served
as Executive Vice President from May 1989 until February 2002 of Allis-Chalmers Energy Inc., a provider of products and services to the
oil and gas industry; Director and Vice Chairman of Varsity Brands, Inc. (formally Riddell Sports Inc.), a provider of goods and services
to the school spirit industry, from April 1998 until it was sold in September 2003; Executive Director of Corinthian Capital Group, LLC,
a private equity fund, from October 2005 to June 2008; Director of ENGEX Corp, a closed-end mutual fund, Director of NOVT Corporation,
a developer of advanced medical treatments for coronary and vascular disease since April 2006; Director of Asset Alliance Corp., an alternative
investment company since April 2011; and Chairman or Vice Chairman of American Bakeries Co., Ameriscribe Corporation and Saratoga Spring
Water Co. Mr. Toboroff is a graduate of Syracuse University and the University of Michigan Law School and is a member of the U.S. Supreme
Court Historical Society.

 James W. Dobbins became a director on
October 26, 2020. Mr. Dobbins has over thirty years' experience working with regulated products, such as cigarettes, other tobacco
products, vapor, and CBD's. He retired in November 2020 as Senior Vice President, General Counsel, and Secretary of Turning Point
Brands, Inc. ("TPB"), after a twenty-one year career there, and currently acts as consultant to TPB. In January 2023, he was
appointed to the Board of Managers of South Beach Holdings LLC, a company formed out of the TPB's NewGen businesses. Prior to joining
TPB, Mr. Dobbins was in private practice in North Carolina and held various positions in the legal department of Liggett Group, Inc.,
a major cigarette manufacturer, including, at the time he left that company, Vice President, General Counsel, and Secretary. Mr. Dobbins
has also practiced as an outside litigation attorney with Webster & Sheffield, a New York law firm, representing a variety of clients
including Liggett Group, Inc. Prior to joining Webster & Sheffield, he served as a law clerk to the Honorable J. Daniel Mahoney, U.S.
Circuit Judge for the Second Circuit Court of Appeals. Mr. Dobbins holds a Bachelor of Arts in mathematics and political science from
Drew University and a J.D. from Fordham University School of Law.

 Jeffrey B. Engel became a director of Real
Brands INC. on October 26, 2020. Mr. Engel is also currently a Senior Managing Director (Capital Markets) of Ceros Financial Services
(FINRA member Firm) and a General Partner of Pangea Digital Asset Group. Jeffrey is a longstanding Wall Street professional with
35 years' experience as a distressed debt portfolio manager (Banco Santander and Standard Bank) and, since 2003, as a senior executive
in Credit Sales and Trading (RBC, Stifel, and GMP). Mr. Engel has significant experience as a principal and adviser for capital raising
and investing across the capital structure in a wide variety of industries. Mr. Engel began his career in 1988 at Drexel Burnham Lambert
as an Associate in

 their M&A Department in New York. Mr. Engel has
a J.D, University of Miami School of Law ('87), and a B.A., Sarah Lawrence College, ('84). He was a Trustee of Sarah Lawrence
College 2003-06 and a board member of the Genetic Disease Foundation at Mt. Sinai Hospital, NY since 2006.

 Frederick
Granoff became a director on October 26, 2020. Mr. Granoff is the former owner & CEO of Eastern Display Group, Rick has
over 35 years of experience in the Design & Manufacturing of Pop Displays and Store Fixtures, a private company with over 250 employees.
Mr. Granoff's entrepreneurial drive led him to be nominated for Entrepreneur of the Year in R.I. After selling his business, Mr.
Granoff entered the Cannabis business where he created a vertically integrated Company selling products and services in the Cannabis Industry.
Mr. Granoff has been involved with Smokin Interiors, a millwork fabricating company, which expanded to include Grow lights, Security Programs,
Wholesale grow sales and a host of other products. Mr. Granoff leads his Sales and Marketing team in addition to buying and selling retail
dispensaries and grow sites.

 Family Relationships

 None.

 Legal
Proceedings

 ATS Indian Trace, LLC v. the Company was a
civil action filed by ATS Indian Trace, LLC in the Circuit Court of Broward County, Florida on July 22, 2015. On November 18, 2015, a
(default) Final Judgement was entered in favor of ATS Indian Trace, LLC and against the Company in the amount of $71,069.37. This judgement
is currently outstanding and remains due and owing. ATS Indian Trace, LLC has not taken any enforcement action against the Company for
several years.

 On October 6, 2022 an action (the "Action")
was filed in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida, by Rodney A. Hamilton, Sr., as
Trustee of the Rodney A. Hamilton Living Trust, a California Trust, against, along with another defendant, the Company, The complaint
in the Action alleges, inter alia, breach of contract with respect to certain trademarks and seeks monetary damages to be determined at
trial but at least $75,000. Inasmuch as the Action is still in its infancy, the Company cannot express any opinion as to its ultimate
resolution, but the Company believes that the claims are without merit and intends to vigorously defend the matter.

 Audit
Committee

 Our audit committee oversees our corporate accounting
and financial reporting process. Among other matters, the audit committee:

 •

 appoints our independent registered public accounting firm;

 •

 evaluates the independent registered public accounting firm's qualifications, independence and performance;

 •

 determines the engagement of the independent registered public accounting firm;

 •

 reviews and approves the scope of the annual audit and the audit fee;

 •

 discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly financial statements;

 •

 approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;

 •

 is responsible for reviewing our financial statements and our management's discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC;

 •

 reviews our critical accounting policies and estimates; and

 •

 reviews the audit committee charter and the committee's performance at least annually.

 The members of our audit committee are James Dobbins
(chairperson), Jeffrey B. Engel and Leonard Toberoff. All members of our audit committee meet the requirements for financial literacy
under the applicable rules and regulations of the SEC and Nasdaq. Our board of directors has determined that James Dobbins is an audit
committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined
under the applicable rules and regulations of Nasdaq. Under the rules of the SEC, members of the audit committee must also meet heightened
independence standards. Our board of directors has determined that each of Mr. Dobbins, Mr. Engel and Mr. Toberoff are independent under
the heightened audit committee independence standards of the SEC and Nasdaq. The audit committee operates under a written charter that
satisfies the applicable standards of the SEC and Nasdaq.

 Code of Ethics

 We have adopted a code of business conduct
and ethics which applies to all of our employees, officers and directors, including those officers responsible for financial reporting.
The code of business conduct and ethics is available on our website at Realbrands.com. We intend to disclose any amendments to the code,
or any waivers of its requirements, on our website to the extent required by the applicable rules and exchange requirements.

 Section 16(a) Beneficial Ownership Reporting Compliance

 Under Section 16(a) of the Exchange Act, all executive
officers, directors, and each person who is the beneficial owner of more than 10% of the common stock of a company that files reports
pursuant to Section 12 of the Exchange Act, are required to report the ownership of such common stock, options, and stock appreciation
rights (other than certain cash-only rights) and any changes in that ownership with the Commission. Specific due dates for these reports
have been established, and we are required to report, in this Form 10-K, any failure to comply therewith during the fiscal year ended
December 31, 2022. We believe that all of these filing requirements were satisfied by its executive officers, directors and
by the beneficial owners of more than 10% of our common stock except that each director did not file one Form 4. In making this statement,
we have relied solely on copies of any reporting forms received by us, and upon any written representations received from reporting
persons that no Form 5 (Annual Statement of Changes in Beneficial Ownership) was required to be filed under applicable rules of the Commission.

 ITEM 11. EXECUTIVE COMPENSATION.

 The following table sets forth the compensation paid
by us during the fiscal periods ending December 31, 2023, and 2022, to our chief executive officer, chief financial officer and to our
other most highly compensated executive officers whose compensation exceeded $100,000 for those fiscal periods.

 SUMMARY COMPENSATION TABLE (1)(2)

 Name and principal position
 (a)

 Year

 (b)

 Salary

 ($)

 (c)

 Bonus ($)
 (d)

 Stock Awards ($)

 (e)

 Option Awards ($)

 (f)

 Securities underlying options
 (g)

 All Other Compensation ($)
 (i)

 Total

 ($)

 (j)

 Thomas Kidrin

President and CEO

 2023

 $

 (3)

 $

 308,286

 $

 308,286

 (3)

 2022

 $

 (3)

 $

 $

 (3)

 Chris Ryan, CFO

 2023

 $

 (4)

 $

 $

 2022

 $

 (4)

 $

 $

 (1) The above compensation does not include other
personal benefits, the total value of which do not exceed $10,000.

 (2) Pursuant to the regulations promulgated by the
SEC, the table omits columns reserved for types of compensation not applicable to us.

 (3) Mr. Kidrin has an employment agreement effective
November 26, 2018 with a base annual salary of $175,000. Mr. Kidrin has deferred his compensation for 2023 and 2022.

 (4) Mr. Ryan has deferred his compensation
for 2023 and 2022.

 Stock Option Grants

 The following table sets forth information as of December 31,
2023 concerning unexercised options, unvested stock and equity incentive plan awards the executive officers named in the Summary Compensation
Table.

 OUTSTANDING EQUITY AWARDS AT YEAR-ENDED DECEMBER
31, 2023

 N ame

 Number of Securities Underlying Unexercised Options (#) Exercisable

 Number of Securities Underlying Unexercised Options (#) Unexercisable

 Equity Incentive Plans Awards: Securities Underlying Unexercised Unearned Options (#)

 Option Exercise Price

 Option Expiration Date

 Thom Kidrin

 50,000,000

 0.0

 3/21/28

 Christopher Ryan

 Compensation of Directors

 The following table sets forth information
concerning the compensation paid to each of our non-employee directors during 2023 for their services rendered as directors.

 DIRECTOR COMPENSATION

 Name

 Fees Earned or Paid in Cash

 ($)

 Stock

 Awards ($)

 Option

 Awards ($) (1)

 All Other

 Compensation ($)

 Total

 ($)

 Leonard Toboroff

 Peter Christos

 James Dobbins

 Jeffrey B. Engel

 Frederic Granoff

 (1)

 This column represents the dollar amount recognized for financial statement reporting purposes with respect to the 2023 fiscal year for the fair value of stock options granted to the named director in fiscal year 2023, in accordance with SFAS 123R. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. These amounts reflect our accounting expense for these awards, and do not correspond to the actual value that will be recognized from these awards by the named director.

 Employment Agreements

 Our CEO, Thom Kidrin, is employed pursuant to an employment
agreement dated as of November 26, 2018. The employment agreement runs for three years and provides for an annual salary of $175,000 plus
bonuses as determined by the Board of Directors. The employment agreement also provides that if his employment is terminated without "cause"
or due to his resignation for "good reason" (each, as defined in the employment agreement) he shall be entitled to receive
an amount equal to the full value of any base salary still remaining until the end of the term plus an amount equal to 1.5 times the base
salary at the time of termination. Notwithstanding the foregoing, if the employment is terminated by the Company after a

 Change of Control (as defined in the employment agreement)
has occurred, he shall be entitled to receive, upon satisfaction of the certain conditions an amount equal to twice the then base salary.
The employment agreements contain customary confidentiality, non-compete and non-solicitation provisions and a "best pay"
provision under Section 280G of the Internal Revenue Code, pursuant to which any "parachute payments" that become payable
will either be paid in full or reduced so that such payments are not subject to the excise tax under Section 4999 of the Internal Revenue
Code. Mr Kidrin's terms of employment have continued on the same terms as his employment agreement after the original five year
term expired.

 Stock Option Plan

 We have reserved 82,251,368 shares of our common
stock to be issued under our 2021 Equity Incentive Plan. The number of shares that will be reserved for issuance under our 2021 Equity
Incentive Plan will increase automatically on January 1 of each of 2023 through 2032 by the number of shares equal to 5% of
the total outstanding shares of our common stock as of the immediately preceding December 31. However, our board of directors may
reduce the amount of the increase in any particular year.

 Compensation Committee Interlocks and Insider Participation

 None.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 The following table sets forth as of March 20,
2024, certain information with respect to the beneficial ownership of Common Stock by (i) each Director, nominee and executive officer
of us; (ii) each person who owns beneficially more than 5% of the common stock; and (iii) all Directors, nominees and executive officers
as a group. The percentage of shares beneficially owned is based on there having been 2,690,640,226 shares of common stock outstanding
as of such date.

 OFFICERS, DIRECTORS AND BENEFICIAL OWNERS, AS OF MARCH
20, 2024

 Name & Address of Beneficial Owner(1)

 Amount & Nature of Beneficial Owner

 % of Class(2)

 Thomas Kidrin

 560,937,611

 (3)

 20.5

 %

 Christopher Ryan

 165,471,440

 6.1

 %

 Turning Point Brands Inc.

 611,255,410

 22.7

 %

 Tom DePetrillo

 219,332,824

 8.2

 %

 Frederick Granoff

 126,133,635

 (4)

 4.6

 %

 Jeffrey B. Engel

 100,964,295

 (4)

 3.7

 %

 James Dobbins

 65,008,094

 (4)

 2.4

 %

 Leonard Toboroff

 89,795,673

 (5)

 3.3

 %

 Peter N. Christos

 111,877,851

 (6)

 4.1

 %

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

 2,050,776,833

 (7)

 (1) Unless stated otherwise, the business address
for each person named is Real Brands Inc., 12 Humbert St., North Providence, RI 02911.

 (2) Calculated pursuant to Rule 13d-3(d) (1) of the
Securities Exchange Act of 1934. Under Rule 13d-3(d), shares not outstanding which are subject to options, warrants, rights or conversion
privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by a person,
but not deemed outstanding for the purpose of calculating the percentage owned by each other person listed. We believe that each individual
or entity named has sole investment and voting power with respect to the shares of common stock indicated as beneficially owned by them
(subject to community property laws where applicable) and except where otherwise noted.

 (3) Includes 50,000,000 currently exercisable stock
options.

 (4) Includes 65,008,094 currently exercisable stock
options.

 (5) Includes 25,074,512 stock options which are currently
exercisable.

 (6) Includes 18,930,884 stock options which are currently
exercisable.

 (7) Includes 289,029,679 stock options which
are currently exercisable.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE.

 We are not currently subject to the requirements of
any stock exchange or inter-dealer quotation system with respect to having a majority of "independent directors" although
we believe that we meet that standard inasmuch as Messrs. Toberoff, Christos, Dobbins, Engel and Granoff are "independent"
and only Mr. Kidrin, by virtue of being our president and CEO, is not independent. Although we are not currently subject to such rule,
the independence of our directors meets the definition of such term as contained in NASDAQ Rule 5605(a)(2).

 The Company is committed to a convertible note payable
related party in the amount of $200,000. The convertible note has a 7% annual interest rate and matures on October 15, 2023. Interest
and principal are payable at maturity. The note can be converted at any time and either all or part of the amount due into equity at a
price of $0.008139 per share. If converted into common stock, the related party would own 1% of Company based upon current number of shares
outstanding. The related party holding the convertible note is Worlds Inc. Messrs. Kidrin, Toboroff and Christos are Directors of Worlds
Inc. and Mr. Kidrin is the CEO and Mr. Ryan is the CFO of Worlds Inc.

 The Company has incurred $59,928 in interest expense
on the note through December 31, 2023.

 A loan was provided by the CEO, Thom Kidrin,
at an interest rate of 7%. The loan balance at December 31, 2023 was $384,605 with accrued interest of $55,780.

 The Company is committed to a convertible note
payable to Thom Kidrin the CEO in the amount of $100,000. The convertible note has a 7% annual interest rate and matures on November
15, 2025. Interest and principal are payable at maturity. The note can be converted at any time and either all or part of the amount due
into equity at a price of $0.01 per share.

 The Company has incurred $914 in interest expense
on the note through December 31, 2023.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 Fees Billed For Audit and Non-Audit Services

 The following table
represents the aggregate fees billed for professional audit services rendered by the independent auditors. L&L CPAs PA ("L&L"),
was our independent auditor for the year ended December 31, 2021 and performed the quarterly reviews for 2022. M&K CPAS PLLC was engaged
to perform the audit of our annual financial statements for the year ended December 31, 2022 and 2023. L&L was retained in 2019. L&L
sent the Company a resignation letter in November 2022 stating that they will be resigning from the PCAOB and will no longer be able to
perform audits of public companies. Audit fees and other fees of auditors are listed as follows:

 Year Ended December 31

 2023

 2022

 M&K

 L&L, M&K

 Audit Fees (1)

 $

 24,000

 (2)

 $

 20,000

 Audit-Related Fees (3)

 14,400

 10,500

 Tax Fees (4)

 —

 —

 All Other Fees (5)

 —

 —

 Total Accounting Fees and Services

 $

 38,400

 $

 30,500

 (1)

 Audit Fees. These are fees for professional services for the audit of our annual financial statements, and for the review of the financial statements included in our filings on Form 10-Q, and for services that are normally provided in connection with statutory and regulatory filings or engagements.

 (2)

 The amounts shown for the audit firms in 2023 and 2022 relate to (i) the audit of our annual financial statements for the years ended December 31, 2023 and 2022, and (ii) the review of the financial statements included in our filings on Form 10-Q for the first, second and third quarters of 2023 and 2022.

 (3)

 Audit-Related Fees. These are fees for the assurance and related services reasonably related to the performance of the audit or the review of our financial statements.

 (4)

 Tax Fees. These are fees for professional services with respect to tax compliance, tax advice, and tax planning.

 (5)

 All Other Fees. These are fees for permissible work that does not fall within any of the other fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax Fees.

 ITEM 15. EXHIBITS.

 3.1

 Certificate of Incorporation (a)

 3.2

 By-Laws- Restated as Amended (b)

 4.1

 2007 Stock Option Plan (c)

 10.2

 Employment Agreement between the Registrant and Thom Kidrin (d)

 10.3

 Agreement and Plan of Merger dated as of October 22, 2020, by and among the Registrant, CASH Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Registrant ("Merger Sub"), and Canadian American Standard Hemp Inc., a Delaware corporation (f)

 10.4

 Form of Note between Canadian American Standard Hemp Inc. and Thom Kidrin (g)

 14.1

 Code of Ethics (e) I

 20.1

 Subsidiaries (g)

 31.1

 Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer**

 31.2

 Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer**

 32.1

 Section 1350 Certifications of Chief Executive Officer**

 32.2

 Section 1350 Certifications of Chief Financial Officer**

 Instance Document

 Taxonomy Extension Schema

 Taxonomy Extension Calculation Linkbase

 Taxonomy Extension Definition Linkbase

 Taxonomy Extension Label Linkbase

 Taxonomy Extension Presentation Linkbase

 (a)

 Filed previously with the Proxy Statement Form DEF 14A on May, 19, 2010, as amended as described in Proxy Statements on Form DEF 14A filed on June 7, 2013 and May 17, 2016, and incorporated herein by reference.

 (b)

 Filed previously with the Proxy Statement Form DEF 14A on May, 19, 2010, and incorporated herein by reference.

 (c)

 Filed previously as an exhibit to Registrant's Current Report on Form 8-K filed on September 7, 2007, and incorporated herein by reference.

 (d)

 Filed previously as an exhibit to Registrant's Current Report on Form 8-K filed on September 4, 2018, and incorporated herein by reference.

 (e)

 Filed previously as an exhibit to Registrant's Annual Report on Form 10-KSB filed on April 3, 2008, and incorporated herein by reference.

 (f)

 Filed previously as an exhibit to Registrant's Annual Report on Form 10-K Amendment No. 1 filed on September 14, 2021, and incorporated herein by reference.

 (g)

 Filed previously as an exhibit to Registrant's Annual Report on Form 10-K 1 filed on June 21, 2021, and incorporated herein by reference.

 ** Filed herewith

 SIGNATURES

 In accordance with Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Dated: April 1, 2024

 REAL BRANDS, INC.

 (Registrant)

 By: /s/Thomas Kidrin

 Name: Thomas Kidrin

 Title: President and Chief Executive Officer

 In accordance with the Securities Exchange Act of
1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 Signatures

 Title

 Date

 /s/ Thomas Kidrin

 Thomas Kidrin

 President, Chief Executive Officer and Director

 /s/ Christopher J. Ryan

 Christopher J. Ryan

 Vice President - Finance and Principal Accounting and Financial Officer

 /s/ James Dobbins

 James Dobbins

 /s/ Jeffrey B. Engel

 /s/ Peter N. Christos

 Peter N. Christos

 /s/ Frederick Granoff

 Frederic Granoff