CANNAPHARMARX, INC. Form 10-K

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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 QUARTERLY REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year
ended December 31, 2023

 or

 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: 000-27055

 (Exact name of small business issuer as specified
in its charter)

 Delaware

 27-4635140

 (State of other jurisdiction of incorporation)

 (IRS Employer ID No.)

 Suite 3600

 888 - 3 rd Street SW

 Calgary, Alberta, Canada T2P 5C5

 (Address of principal executive offices)

 403 - 637-0420

 (Issuer's Telephone Number)

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

 None

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

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common Stock

 CPMD

 OTC Pink Sheets

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

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

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

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

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

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

 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 the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes No

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

 State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the
registrant's most recently completed second fiscal quarter on June 30, 2023 was $ 2,707,760.

 The number of shares of the registrant's
common stock issued and outstanding as of May 16, 2024, was 662,501,405 shares.

 DECEMBER 31, 2023

 Page

 PART
 I

 Item 1

 Business

 Item 1A

 Risk factors

 Item 1B

 Unresolved Staff Comments

 Item 1C

 Cybersecurity

 Item 2

 Properties

 Item 3

 Legal Proceedings

 Item 4

 Mine Safety disclosures

 PART
 II

 Item 5

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

 Item 6

 [Reserved]

 Item 7

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

 Item 7A

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8

 Financial Statements and Supplementary Data

 Item 9

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A

 Controls and Procedures

 Item 9B

 Other Information

 Item 9C

 Disclosures Regarding Foreign Jurisdictions that Prevent Inspections

 PART
 III

 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

 PART
 IV

 Item 15

 Exhibit and Financial Statement Schedules

 Item 16

 Form 10-K Summary

 Signature

 i

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This annual report contains "forward-looking
statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 concerning our anticipated results and
developments of our operations in future periods, plans related to our business, and other matters that may occur in the future. These
statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable
and assumptions of management.

 Any statements that express or involve discussions
with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often,
but not always, using words or phrases such as "expects", "anticipates", "plans", "estimates"
or "intends", the negatives thereof, variations thereon and similar expressions, or stating that certain actions, events or
results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are
not statements of historical fact and may be forward-looking statements.

 Forward-looking statements are subject to a variety
of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed
or implied by the forward-looking statements, including, without limitation:

 risks associated with the Company's history of
losses and need for additional financing,

 risks associated with increased costs affecting
its financial condition,

 risks associated with uninsured risks,

 risks associated with governmental and environmental
regulations,

 risks associated with future legislation regarding
the cannabis industry and climate change,

 risks associated with cybersecurity and cyber-attacks,

 risks related to economic conditions,

 risks related to its ability to manage growth,

 risks related to its dependence on key personnel,

 risks related to its SEC filing history, and

 risks related to its securities.

 This list is not exhaustive of the factors that
may affect the Company's forward-looking statements. Although the Company has attempted to identify important factors that could cause
actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results
not to be as anticipated, estimated or intended. Should one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. The Company cautions
readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Except as required by
law, the Company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after
the date of such statements or to reflect the occurrence of anticipated or unanticipated events. We qualify all the forward-looking
statements contained in this annual report by the foregoing cautionary statements.

 ITEM 1 - BUSINESS

 Description of Current Business

 CannaPharmaRX Inc. ("CPRX", "we",
"our", or the "Company") was originally incorporated in the state of Colorado in August 1998 as Network Acquisitions,
Inc. The Company focuses its business efforts on evaluation, negotiation, acquisition, and development of cannabis cultivation projects
in Canada.

 On January 6, 2022, the Company entered into a
20-year operating lease with Formosa Mountain Ltd. for the use of a leased facility located in Cremona, Alberta, Canada. The facility
was built in 2015 and was previously operating as a cannabis production facility until it was decommissioned, and the license cancelled
by the previous owner making the facility ready for sale in 2020.

 CPRX recommissioned the 55,000 square foot facility
which contains 11 growing rooms and 10 drying and packing rooms into a new indoor cannabis farm during 2022. The Company received an operating
license from Health Canada on December 9, 2022, and a cannabis license from the Canada Revenue Agency ("CRA") on December
22, 2022.

 On February 21, 2023,
the Company entered into a supply agreement with Y.S.A. Holdings Ltd ("Y.S.A."), an Israeli corporation, whereby the
Company will supply 450kg of cannabis biomass in the form of dried flowers and dried trim per annum to Y.S.A over a two-year period. No
biomass has been delivered to Y.S.A as at the date of this Report.

 Under the new license the dates of the harvests
during the year ended December 31, 2023 were August 10, September 12, October 2, October 6, and November 25, 2023. The five harvests cumulatively
yielded total saleable cannabis flower product of approximately 300 kilograms.

 Growth by Acquisition

 The Company plans to grow through the acquisition
of related, complementary businesses. In doing so we expect to increase revenues and profits by providing a broader range of services
in vertical markets which are consolidated under one parent, thus realizing synergies between the brands to increase sales on multiple
fronts; reducing overhead costs by streamlining operations; and eliminating duplicitous efforts and costs. There are no assurances that
we will increase profitability if we are successful in acquiring other synergistic companies.

 If we are successful, the acquisition of related,
complementary businesses is expected to increase revenues and profits by providing a broader range of services in vertical markets which
are consolidated under one parent, thus reducing overhead costs by streamlining operations and eliminating duplicitous efforts and costs.
There are no assurances that we will increase profitability if we are successful in acquiring other synergistic companies.

 Management continues to seek out and evaluate
related, complementary businesses for acquisition. The integrity and reputation of any potential acquisition candidate will first be thoroughly
reviewed to ensure it meets with management's standards. Once targeted as a potential acquisition candidate, we will enter into
negotiations with the potential candidate and commence due diligence evaluation, including its financial statements, cash flow, debt,
location and other material aspects of the candidate's business. It is our intention to utilize the issuance of our securities as
part of the consideration that we will pay for these proposed acquisitions. If we are successful in our attempts to acquire synergistic
companies utilizing our securities as part or all of the consideration to be paid, our current shareholders will incur dilution.

 In implementing a structure for a particular acquisition,
we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.
We may also acquire stock or assets of an existing business.

 As part of our investigation, our officers and
directors will meet personally with management and key personnel, and may visit and inspect material facilities, obtain independent analysis
of verification of certain information provided, check references of management and key personnel, and take other reasonable investigative
measures to the extent of our limited financial resources and management expertise. The manner in which we participate in an acquisition
will depend on the nature of the opportunity, the respective needs and desires of the parties, the management of the acquisition candidate,
and our relative negotiation strength.

 We will participate in an acquisition only after
the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally
such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of
default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing,
will outline the manner of bearing costs, including costs associated with our attorneys and accountants, will set forth remedies on default,
and will include miscellaneous other terms.

 Depending upon the nature of the acquisition,
including the financial condition of the acquisition company, as a reporting company under the Securities Exchange Act of 1934 (the "34
Act"), it may be necessary for such acquisition candidate to provide independent audited financial statements. If so required, we
will not acquire any entity which cannot provide independent audited financial statements within a reasonable period after closing of
the proposed transaction. If such audited financial statements are not available at closing, or within time parameters necessary to ensure
our compliance with the requirements of the 34 Act, or if the audited financial statements provided do not conform to the representations
made by the candidate to be acquired in the closing documents, the closing documents will provide that the proposed transaction will be
voidable, at the discretion of our management. If such a transaction is voided, the agreement will also contain a provision providing
for the acquisition entity to reimburse us for all costs associated with the proposed transaction.

 We previously entered into an agreement to acquire
certain equity interests in LTB Management, LLC ("LTB"). The original agreement was terminated in agreement with the sellers
and a new agreement was negotiated which better reflects the current state of the Company and our prospective business operations. The
new agreement closed on November 22, 2023 whereby we obtained 100 Class B units of LTB in exchange for consideration of 27,224,962 warrants,
each entitling the holder to purchase one share of common stock of the Company at $0.02 per share until November 22, 2028; $3,000,000
in promissory notes payable to the sellers; and 100,000 Class C preferred shares. Contingent consideration includes a quarterly true up
of the sellers' preferred share proportional ownership to 33% of the outstanding shares of the Company's common stock, and
an earn out whereby the sellers can earn up to an additional 12% pro-rata preferred share proportional ownership (which, if earned, will
result in the true up increasing by the pro-rata preferred share proportional ownership earned) based on the Company reaching a threshold
of $2,500,000 annual revenue at any time within 24 months of the agreement date. As at December 31, 2023, we have an obligation to issue
an additional 14,759 Class C preferred shares to the sellers under the true up, valued at $204,220.

 We are in discussion with other companies operating
in the cannabis industry regarding a potential acquisition. However, there can be no assurance we will be successful consummating any
additional acquisitions in the future, nor can there be any assurance we will have access to equity and debt financing required to consummate
any transaction in the future. For a complete description of our business, financial condition, results of operations and other important
information, we refer you to our filings with the SEC that are incorporated by reference in this Annual Report, including our Annual Report
on Form 10-K for the year ended December 31, 2022 and our Quarterly Reports on Form 10-Q for the periods ended March 31, 2023, June 30,
2023 and September 30, 2023. For instructions on how to find copies of these documents, see the section entitled "Where You Can
Find More Information".

 Employees

 We currently employ one (1) employee at Head Office
and twenty (20) in Cremona, Alberta.

 We anticipate that we will retain additional employees
as we develop our existing projects and close additional acquisitions in the future, of which there is no assurance. We believe that there
are a sufficient number of potential qualified employees available. No employee is a member of any union. We believe our relationship
with our employees is satisfactory.

 Competition

 Because the cannabis market is very lucrative,
the number of other companies we compete with is significant. These competitors consist of both public and private companies, who are
also seeking to acquire or otherwise consolidate with an existing Canadian cannabis business. Many of our competitors have greater resources,
both financial and otherwise, than the resources presently available to us. This fact is a significant obstacle to our being able to achieve
our growth plans and will require our management team to identify areas we can best compete in to maximize our profitability.

 Intellectual Property

 We currently do not hold any patents or patent
applications.

 US Regulation

 It is our intention to continue to emphasize the
cannabis industry in our search for business opportunities, specifically in Canada, but we are also currently considering opportunities
in the United States in states that have approved cannabis legalization. As of the date of this Report cannabis is still considered a
Schedule 1 controlled substance under US federal law. A Schedule I controlled substance is defined as a substance that has no currently
accepted medical use in the United States, a lack of safety for use under medical supervision and a high potential for abuse. The Department
of Justice defines Schedule 1 controlled substances as "the most dangerous drugs of all the drug schedules with potentially severe
psychological or physical dependence."

 Should the Federal Government decide to enforce
the Controlled Substances Act ("CSA") in any state in which we own an interest in a cannabis operation, persons that are charged
with distributing, possessing with intent to distribute, or growing marijuana could be subject to fines and terms of imprisonment, the
maximum being life imprisonment and a $50 million fine. Any such change in the Federal Government's enforcement of current federal
laws could cause significant financial damage to us if we are able to acquire or develop a cannabis related operation in the US. If so,
we may be irreparably harmed by a change in enforcement by the federal or state governments.

 As of the date of this Report, 31 states and the
District of Columbia have decriminalized adult use of cannabis. The state laws are in conflict with the Federal Controlled Substances
Act, which makes marijuana possession and use illegal on a national level.

 Previously, the Obama administration took the
position that it was not an efficient use of resources to direct federal law enforcement agencies to prosecute those lawfully abiding
by state-designated laws allowing the use and distribution of medical marijuana. The Trump administration revised this policy with the
Department of Justice ("DOJ") vacating the Cole Memorandum in favor of deferral of any enforcement of federal regulation to
the individual states. However, certain other protections remained in place via budgetary element embedment (Rohrabacher-Farr amendment
now referred to as the Rohrabacher-Blumenauer Amendment), which limited funding of any enforcement of anti-cannabis legislation. The Department
of Justice has stated that it will continue to enforce the Controlled Substance Act with respect to marijuana to prevent:

 our ability to successfully commercialize our
products and services on a large enough scale to generate profitable operations;

 our ability to maintain and develop relationships
with customers and suppliers;

 our ability to successfully integrate acquired
businesses or new brands;

 the impact of competitive products and pricing;

 supply constraints or difficulties;

 the retention and availability of key personnel;

 general economic and business conditions;

 substantial doubt about our ability to continue
as a going concern;

 our need to raise additional funds in the future;

 our ability to successfully recruit and retain
qualified personnel in order to continue our operations;

 our ability to successfully implement our business
plan;

 our ability to successfully acquire, develop
or commercialize new products and equipment;

 intellectual-property claims brought by third
parties; and

 the impact of any industry regulation.

 The Biden administration has announced that they
are working on moving marijuana to schedule III of the CSA, which would result in a lower tax burden on businesses selling marijuana in
states where it is legal and may allow additional growth in the industry among legal operators.

 Since the use of marijuana continues, at this
time, to be illegal under federal law, federally chartered banks will not accept funds for deposit from businesses involved with marijuana.
Consequently, businesses involved in the marijuana industry often have difficulty finding a bank willing to accept their business. The
inability to open bank accounts may make it difficult for us to operate in the US should we choose to pursue opportunities in that large
market. There does appear to be recent movement to allow state-chartered banks and credit unions to provide banking to the industry, but
as of the date of this Report there are few entities which offer these services. As such, any plans to expand into the US would face significant
obstacles and costs that will make ultimate profitability of US operations less likely and more difficult to obtain.

 Although cultivation and distribution of marijuana
for medical use is permitted in many states, provided compliance with applicable state and local laws, rules, and regulations, marijuana
is illegal under federal law. Strict enforcement of federal law regarding marijuana would result in the inability to implement our business
plan in the US and could expose us and our management to potential criminal liability and subject our properties to civil forfeiture.
Though the cultivation and distribution of marijuana remains illegal under federal law, H.R. 83, enacted by Congress on December 16, 2014,
provides that none of the funds made available to the DOJ pursuant to the 2015 Consolidated and Further Continuing Appropriations Act
may be used to prevent states from implementing their own laws that authorize the use, distribution, possession, or cultivation of medical
marijuana. However, state laws do not supersede the prohibitions set forth in the federal drug laws. The uncertainty of US federal and
state cannabis and marijuana laws greatly reduces our ability to plan an effective strategy to grow our business in the US.

 Canadian Regulations

 Summary of the Cannabis Act

 On October 17, 2018, the Cannabis Act (Canada)
(the "Cannabis Act") and the Cannabis Regulations (Canada) (the "Cannabis Regulations") came into force as law
with the effect of legalizing adult recreational use of cannabis across Canada. The Cannabis Act and the Cannabis Regulations incorporate
the Access to Cannabis for Medical for Medical Purposes Regulations (the "ACMPR"), which came into force in Canada on August
24, 2016 and were previously made under the CDSA (as defined herein). New Industrial Hemp Regulations, SOR 2018-145 were also made under
the Cannabis Act, which replaced the Industrial Hemp Regulations that were previously made under the CDSA.

 When the Cannabis Act came into force, cannabis
was removed from Schedule II to the Controlled Drugs and Substances Act (Canada) (the "CDSA"). Prior to the Cannabis Act coming
into force, the ACMPR permitted access to cannabis for medical purposes for Canadians who had been authorized to use cannabis by their
health care practitioner. The ACMPR replaced the Marihuana for Medical Purposes Regulations (Canada) (the "MMPR"), which was
implemented in June 2013. The MMPR replaced the Marihuana Medical Access Regulations (Canada) (the "MMAR"), which was implemented
in 2001. Like the ACMPR, the MMPR and MMAR were both promulgated under the CDSA and represent initial steps in the Government of Canada's
regulation of medical cannabis and eventual legalization and regulation of adult-use recreational cannabis.

 The Cannabis Act and the Cannabis Regulations
permit the recreational use of cannabis by adults and regulate the production, distribution, promotion and sale of cannabis products (as
defined therein) in Canada, for both recreational and medical purposes. Under the Cannabis Regulations, Canadians who are authorized by
their health care practitioner to use medical cannabis have the option of purchasing cannabis from one of the producers licensed by Health
Canada and are also able to register with Health Canada to produce a limited amount of cannabis for their own medical purposes or to designate
an individual who is registered with Health Canada to produce cannabis on their behalf for personal medical purposes.

 Pursuant to the Cannabis Act, and subject to provincial
regulations, individuals over the age of 18 are able to purchase cannabis products from authorized retailers and are able to legally possess
up to 30 grams of dried cannabis, or the equivalent amount. As of the date of this Report, the permitted classes of cannabis that an authorized
person may sell include: dried cannabis, cannabis oil, fresh cannabis, cannabis plants, cannabis plant seeds, edible cannabis, cannabis
extracts and cannabis topicals. The Cannabis Act also permits households to grow a maximum of four cannabis plants. This limit applies
regardless of the number of adults that reside in the household. In addition, the Cannabis Act provides provincial and territorial governments
the authority to prescribe regulations regarding use, retail and distribution, as well as the ability to alter some of the existing baseline
requirements of the Cannabis Act, such as increasing the minimum age for purchase and consumption and setting rules around promotion of
cannabis products within the province or territory.

 The Cannabis Regulations, among other things,
set out requirements relating to licensing, including key personnel and security requirements; good production practices; cannabis products;
packaging and labelling; and access to cannabis for medical purposes which are summarized below.

 Licenses

 The Cannabis Regulations establish six classes
of licenses under the Cannabis Act: cultivation; processing; analytical testing; sale to individual clients for medical purposes; research;
and cannabis drug production. It also provides for subclasses of cultivation (standard cultivation, micro-cultivation and nursery) and
processing (standard processing and micro-processing).

 Key Personnel and Security Clearances

 The Cannabis Regulations require that license
holders retain certain key personnel, depending on the class of license. Holders of a license for cultivation, processing and sale must
retain a responsible person (who serves as the main point of contact with Health Canada) and head of security. Holders of a license for
cultivation must also retain a master grower, and holders of a license for processing must retain a quality assurance person.

 The Cannabis Regulations require a valid security
clearance issued by the Minister (as defined in the Cannabis Act) for certain people associated with cannabis licensees. Security clearances
must be held by directors, officers, individuals who exercise, or are in a position to exercise, direct control over a corporate licensee,
directors and officers of any corporation that exercises, or is in a position to exercise, direct control over a corporate licensee and
the key personnel noted above (responsible person, head of security, master grower and quality assurance person) and any other individuals
identified by the Minister. The Minister may refuse to grant security clearances at its discretion to individuals or associations, such
as those involved in organized crime or individuals with prior convictions for, or an association with, drug trafficking, corruption or
violent offences (individuals with histories of non-violent, lower-risk criminal activity, for example, simple possession of cannabis,
or small-scale cultivation of cannabis plants are not precluded from participating in the legal cannabis industry).

 Good Production Practices and Cannabis Products

 Part 5 of the Cannabis Regulations establishes
the good production practices which must be met prior to the sale, distribution or export of cannabis, and Part 6 of the Cannabis Regulations
establishes rules for cannabis products, including permitted/prohibited ingredients and amounts of THC (Tetrahydrocannabinol). These require
that cannabis and anything that will be used as an ingredient must be produced, packaged, labelled, distributed, stored, sampled and tested
in accordance with standard operating procedures that are designed to ensure that those activities are conducted in accordance with the
applicable requirements of Parts 5 (Good Production Practices) and Part 6 (Cannabis Products).

 The good production practices requirements relate
to storage, distribution, the design and construction of buildings, filtration and ventilation systems, water supply, lighting, equipment,
sanitation programs and testing.

 Part 6 of the Cannabis Regulations sets standards
for the safe consumption of cannabis products, in respect of being free from biological and chemical contaminants and also limits the
amounts of THC in cannabis products.

 Cannabis Tracking System

 Under the Cannabis Act, the Minister established
and maintains a national cannabis tacking system, which is called The Cannabis Tracking and Licensing System (the "CTLS").
The CTLS provides an online secure platform for filing applications for licenses and security clearances under the Cannabis Regulations.
Through the cannabis supply chain, the CTLS also tracks cannabis from federal cannabis license holders to individual medical clients,
or from federal cannabis license holders to recreational market channels. The tracking function of the CTLS serves to limit the diversion
of cannabis into, and out of, the regulated medical and recreational markets.

 Promotion, Packaging and Labelling

 The Cannabis Act establishes strict prohibitions
on the promotion of cannabis, and the Cannabis Regulations establish rules around plain packaging and labelling. Among other things, it
is prohibited to promote cannabis in a way that could be appealing to young people, by way of a testimonial or endorsement or through
depiction of a person, character or animal, whether real or fictional; or in a manner associated with a "lifestyle". The Cannabis
Regulations establish rules around packaging and labelling to promote informed consumer choice, allow for the safe handling and transportation
of cannabis products, ensure child-proofing on containers and reducing the appeal of cannabis to youth. The size and color of packaging,
logos, names and other brand elements is restricted. Cannabis package labels must include specific information, such as: (i) product source
information, including the class of cannabis and the name, phone number and email of the processor; (ii) a mandatory health warning, rotating
between Heath Canada's list of standard health warnings; (iii) the Health Canada standardized cannabis symbol; and (iv) information
specifying THC and Cannabidiol content.

 Cannabis for Medical Purposes

 The medical cannabis regulatory framework shifted
from the ACMPR made under the CDSA to the Cannabis Act and the Cannabis Regulations. Under Part 14 of the Cannabis Regulations, there
are three options available to an individual who has received authorization from his/her healthcare practitioner to use cannabis for medical
purposes: (i) by registering with a holder of a license to sell for medical purposes; (ii) by registering with Health Canada for the production
of a limited amount of cannabis for their own medical purposes; or (iii) by designating a third party to produce cannabis for them. With
respect to (ii) and (iii), the starting materials for the production of cannabis, such as cannabis plants or seeds, must be obtained from
medical sales license holders.

 Provincial and Territorial Regulatory Framework

 The governments of every Canadian province and
territory have implemented regulatory regimes for the use, distribution and sale of cannabis products for recreational purposes within
their jurisdiction. The only provinces with restrictions on classes of cannabis that may be sold in the recreational markets are Qu bec
and Manitoba, where plants and seeds are not sold because personal cultivation for recreational purposes is prohibited in those two provinces.
In addition, as of the date of this Prospectus, some provinces are considering whether or not to allow cannabis vape products to be sold,
including Newfoundland and Labrador.

 Regardless of the specific provincial retail framework,
all cannabis products for the recreational cannabis market must be supplied by federally licensed cultivators (plants and seeds only)
and processors (all other allowable classes of cannabis - currently dried cannabis, cannabis oil, cannabis edibles, cannabis extracts
and cannabis topicals). In most provinces and territories, a liquor or cannabis authority operated by the province serves as a wholesaler,
with retailers purchasing cannabis products from the liquor or cannabis authority or from provincially licensed distributors. The wholesalers,
in turn, acquire the cannabis products from federally licensed cultivators and processors.

 Summary of the Cannabis Act

 On October 17, 2019, the Cannabis Act came into
force as law with the effect of legalizing adult recreational use of cannabis across Canada. The Cannabis Act replaced the ACMPR and the
IHR, both of which came into force under the Controlled Drugs and Substances Act (Canada) (the "CDSA"), which previously permitted
access to cannabis for medical purposes for only those Canadians who had been authorized to use cannabis by their health care practitioner.
The ACMPR replaced the Marihuana for Medical Purposes Regulations (Canada) (the "MMPR"), which was implemented in June 2013.
The MMPR replaced the Marihuana Medical Access Regulations (Canada) (the "MMAR") which was implemented in 2001. The MMPR and
MMAR were initial steps in the Government of Canada's legislative path towards the eventual legalization and regulating recreational
and medical cannabis.

 The Cannabis Act permits the recreational adult
use of cannabis and regulates the production, distribution and sale of cannabis and related oil extracts in Canada, for both recreational
and medical purposes. Under the Cannabis Act, Canadians who are authorized by their health care practitioner to use medical cannabis have
the option of purchasing cannabis from one of the producers licensed by Health Canada and are also able to register with Health Canada
to produce a limited amount of cannabis for their own medical purposes or to designate an individual who is registered with Health Canada
to produce cannabis on their behalf for personal medical purposes.

 Pursuant to the Cannabis Act, subject to provincial
regulations, individuals over the age of 18 are able to purchase fresh cannabis, dried cannabis, cannabis oil, and cannabis plants or
seeds and are able to legally possess up to 30 grams of dried cannabis, or the equivalent amount in fresh cannabis or cannabis oil. The
Cannabis Act also permits households to grow a maximum of four cannabis plants. This limit applies regardless of the number of adults
that reside in the household. In addition, the Cannabis Act provides provincial and municipal governments the authority to prescribe regulations
regarding retail and distribution, as well as the ability to alter some of the existing baseline requirements of the Cannabis Act, such
as increasing the minimum age for purchase and consumption.

 Provincial and territorial governments in Canada
have made varying announcements on the proposed regulatory regimes for the distribution and sale of cannabis for adult-use purposes. For
example, Qu bec, New Brunswick, Nova Scotia, Prince Edward Island, Yukon and the Northwest Territories have chosen the government-regulated
model for distribution, whereas Saskatchewan and Newfoundland & Labrador have opted for a private sector approach. Alberta, Ontario,
Manitoba, Nunavut and British Columbia have announced plans to pursue a hybrid approach of public and private sale and distribution.

 In connection with the new framework for regulating
cannabis in Canada, the Federal Government has introduced new penalties under the Criminal Code (Canada), including penalties for the
illegal sale of cannabis, possession of cannabis over the prescribed limit, production of cannabis beyond personal cultivation limits,
taking cannabis across the Canadian border, giving or selling cannabis to a youth and involving a youth to commit a cannabis-related offence.

 On July 11, 2019, the Federal Government published
regulations in the Canada Gazette to support the Cannabis Act, including the Cannabis Regulations, the new Industrial Hemp Regulations,
along with proposed amendments to the Narcotic Control Regulations and certain regulations under the Food and Drugs Act (Canada). The
Industrial Hemp Regulations and the Cannabis Regulations, among other things, outline the rules for the legal cultivation, processing,
research, analytical testing, distribution, sale, importation and exportation of cannabis and hemp in Canada, including the various classes
of licenses that can be granted, and set standards for cannabis and hemp products. The Industrial Hemp Regulations and the Cannabis Regulations
include strict specifications for the plain packaging and labeling and analytical testing of all cannabis products as well as stringent
physical and personnel security requirements for all federally licensed production sites. The Industrial Hemp Regulations and the Cannabis
Regulations also maintain a distinct system for access to cannabis. With the Cannabis Act now in force, cannabis has ceased to be regulated
under the CDSA and is instead regulated under the Cannabis Act, and both the ACMPR and the IHR have been repealed effective October 17,
2019.

 On June 7, 2019, Bill-C45 passed the third reading
in the Senate with a number of amendments to the language of the Cannabis Act. More specifically, the Senate proposed:

 establishing a committee of the Senate and a
committee of the House of Commons to undertake a comprehensive review of the administration and operation of the Cannabis Act;

 assisting provinces and territories to facilitate
the development of workplace impairment policies;

 allowing provinces to place restrictions on the
ability of individuals to engage in home cultivation;

 that law enforcement be provided with the appropriate
tools and resources to address concerns about continued illicit production, diversion, and sale of cannabis to youth, including preventing
the sharing of marihuana among young adults by rendering it a ticketable offense;

 that the prices set for cannabis products and
the applicable taxes reflect the dual objective of minimizing the health dangers of cannabis consumption and undercutting the illicit
market of cannabis;

 mandatory health warnings for cannabis products,
including warnings about the danger of smoking cannabis, the danger of exposure to second-hand cannabis smoke, and the risks of combining
cannabis and tobacco;

 testing procedures for THC content be standardized
to ensure accurate measurement to better protect consumer health and safety;

 that forthcoming regulations for edible products
and other forms of cannabis ensure that product packaging is child-resistant and does not appeal to young people and that the type of
available products should be strictly limited;

 adequate and ongoing funding for sustained, evidence-based
cannabis education and prevention programs to provide Canadians, especially young Canadians, with knowledge about the health risks of
cannabis use, including on-going research initiatives on the impact of cannabis use on the developing brain; and that the federal government
commit to on-going educational initiatives to ensure youth are informed on the effects of cannabis use;

 to prohibit licensees under the Cannabis Act
to distribute branded merchandise, such as T-shirts and baseball caps and imposing a moratorium on loosening the regulations on the branding,
marketing, and promotion of cannabis for 10 years;

 to set aggressive targets, comparable to the
successful Federal Tobacco Control Strategy, to reduce the number of youth and adult cannabis users; and

 to ensure that the Cannabis Tracking System be
operational upon the coming-into-force of the Cannabis Act.

 Security Clearances

 The Cannabis Regulations require that certain
people associated with cannabis licensees, including individuals occupying a "key position" directors, officers, large shareholders
and individuals identified by the Minister of Health, must hold a valid security clearance issued by the Minister of Health. Officers
and directors of a parent corporation must be security cleared. The ability to successfully and promptly receive security clearances for
the key personnel be crucial to our ability to implement our business plans.

 Under the Cannabis Regulations, the Minister of
Health may refuse to grant security clearances to individuals with associations to organized crime or with past convictions for, or an
association with, drug trafficking, corruption or violent offenses. Individuals who have histories of nonviolent, lower-risk criminal
activity (for example, simple possession of cannabis, or small-scale cultivation of cannabis plants) are not precluded from participating
in the legal cannabis industry, and the grant of security clearance to such individuals is at the discretion of the Minister of Health
and such applications will be reviewed on a case-by-case basis.

 Cannabis Tracking System

 Under the Cannabis Act, the Minister of Health
is authorized to establish and maintain a national cannabis tracking system. The Cannabis Regulations set out a national cannabis tracking
system to track cannabis throughout the supply chain to help prevent diversion of cannabis into, and out of, the illicit market. The Cannabis
Regulations also provides the Minister of Health with the authority to make a ministerial order that would require certain persons named
in such order to report specific information about their authorized activities with cannabis, in the form and manner specified by the
Minister of Health.

 Cannabis Products

 The Cannabis Regulations set out the requirements
for the sale of cannabis products at the retail level permit the sale of dried cannabis, cannabis oil, fresh cannabis, cannabis plants,
and cannabis seeds, including in such forms as "pre-rolled" and in capsules. The THC content and serving size of cannabis
products is limited by the Cannabis Regulations. The sale of edibles containing cannabis and cannabis concentrates was legalized in the
fall of 2019.

 Description of Canadian Licenses and Licensing
Requirements

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

 Where you can find more information

 The Company's Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), are filed with the U.S. Securities and Exchange Commission (the
"SEC"). Such reports and other information filed by the Company with the SEC will be available free of charge on the Company's
website in the near future. The reports are currently available on the SEC website. The public may read and copy any materials filed by
the Company with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Room 1580, Washington, DC 20549. The public may
obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC
at www.sec.gov. The contents of these websites are not incorporated into this filing. Further, the Company's references to the URLs
for these websites are intended to be inactive textual references only.

 ITEM 1A - RISK FACTORS

 An investment in our common stock is highly
speculative, involves a high degree of risk and should be made only by investors who can afford a complete loss. You should carefully
consider the following risk factors, together with the other information in this report, including our financial statements and the related
notes, before you decide to buy our common stock. If any of the following risks actually occurs, then our business, financial condition
or results of operations could be materially adversely affected, the trading of our common stock could decline, and you may lose all or
part of your investment therein.

 Risks related to our Company are summarized
as follows:

 The Company is a Development Stage Company
with Little Operating History of our Current Business, a History of Losses and the Company Cannot Assure Profitability

 The Company's business is comprised of a
recently acquired subsidiary. The Company has been incurring operating losses and cash flow deficits since the inception of such operations,
as it attempts to create an infrastructure to capitalize on the opportunity for value creation that is emerging from the relaxing of prohibitions
on the cannabis industry nationwide in Canada. The Company's lack of operating history, and the lack of historical pro forma combined
financial information for the Company and its acquired subsidiary, makes it difficult for investors to evaluate the Company's prospects
for success. Prospective investors should consider the risks and difficulties the Company might encounter, especially given the Company's
lack of an operating history or historical pro forma combined financial information, there is no assurance that the Company will be successful,
and the likelihood of success must be considered in light of its relatively early stage of operations. As the Company has not begun to
generate revenue, it is extremely difficult to make accurate predictions and forecasts of its finances. This is compounded by the fact
the Company intends to operate in the cannabis industry, which is rapidly transforming. There is no guarantee that the Company's
products or services will be attractive to potential consumers.

 Substantial Doubt About the Company's
Ability to Continue as a Going Concern

 The Company is in the development stage and is
currently seeking additional capital, mergers, acquisitions, joint ventures, partnerships, and other business arrangements to expand its
product offerings in the medical cannabis industry and grow its revenue. The Company's ability to continue as a going concern is
dependent upon its ability in the future to grow its revenue and achieve profitable operations and, in the meantime, to obtain the necessary
financing to meet its obligations and repay its liabilities when they become due. External financing, predominantly by the issuance of
equity and debt, will be sought to finance the operations of the Company; however, there can be no certainty that such funds will be available
at terms acceptable to the Company. These conditions indicate the existence of material uncertainties that may cast significant doubt
about the Company's ability to continue as a going concern.

 We have not generated any revenue or profit from
operations since our inception. We expect that our operating expenses will increase over the next twelve months to continue our development
activities. Based on our average monthly expenses and current burn rate of approximately $100,000 per month, we estimate that our cash
on hand will not be able to support our operations through the balance of this calendar year. This amount could increase if we encounter
difficulties that we cannot anticipate at this time or if we acquire other businesses. Should this amount not be sufficient to support
our continuing operations, we do not expect to be able to raise any additional capital through debt financing from traditional lending
sources since we are not currently generating a profit from operations. Therefore, we only expect to raise money through equity financing
via the sale of our common stock or equity-linked securities such as convertible debt. We are currently in discussions with a number of
institutional investors who could provide the capital required for our ongoing operations. If we cannot raise the money that we need in
order to continue to operate our business beyond the period indicated above, we will be forced to delay, scale back or eliminate some
or all of our proposed operations. If any of these were to occur, there is a substantial risk that our business would fail. If we are
unsuccessful in raising additional financing, we may need to curtail, discontinue, or cease operations.

 The Company had Negative Operating Cash Flow
for the for the Year Ended December 31, 2023

 The Company had negative operating cash flow of
$2,274,452 for the year ended December 31, 2023. To the extent that the Company has negative operating cash flow in future periods, it
may need to allocate a portion of its cash reserves to fund such negative cash flow. The Company may also be required to raise additional
funds through the issuance of equity or debt securities. There can be no assurance that the Company will be able to generate a positive
cash flow from its operations, that additional capital or other types of financing will be available when needed or that these financings
will be on terms favorable to the Company. The Company's actual financial position and results of operations may differ materially
from the expectations of the Company's management.

 The Company's Actual Financial Position
and Results of Operations May Differ Materially from Management's Expectations

 The Company has experienced some changes in its
operating plans and certain delays in its plans. As a result, the Company's revenue, net income and cash flow may differ materially
from the Company's projected revenue, net income and cash flow. The process for estimating the Company's revenue, net income
and cash flow requires the use of in determining the appropriate assumptions and estimates. These estimates and assumptions may be revised
as additional information becomes available and as additional analyses are performed. In addition, the assumptions used in planning may
not prove to be accurate, and other factors may affect the Company's financial condition or results of operations.

 The Company expects to incur significant ongoing
costs and obligations related to its investment in infrastructure and growth and for regulatory compliance, which could have a material
adverse impact on the Company's results of operations, financial condition and cash flows. In addition, future changes in regulations,
more vigorous enforcement thereof or other unanticipated events could require extensive changes to the Company's operations, increased
compliance costs or give rise to material liabilities, which could have a material adverse effect on the business, results of operations
and financial condition of the Company. Our efforts to grow our business may be costlier than we expect, and we may not be able to increase
our revenue enough to offset our higher operating expenses. We may incur significant losses in the future for a number of reasons, including
the other risks described in this Prospectus, and unforeseen expenses, difficulties, complications and delays, and other unknown events.
If we are unable to achieve and sustain profitability, the market price of our Common Stock may significantly decrease.

 The Company is Reliant on the Retention of
the Licenses to Produce Medical Cannabis Products in Canada

 The Company's ability to grow, store and
sell medical marijuana and cannabis oil in Canada is dependent on retaining the appropriate licenses with Health Canada. Failure to comply
with the requirements of any license inspection or failure to retain the appropriate licenses with Health Canada would have a material
adverse impact on the future business, financial condition and operating results of the Company.

 Although the Company believes it will meet the
requirements of the Cannabis Act for future renewals of the Licenses, there can be no guarantee that Health Canada will renew the Licenses
or, if renewed, that they will be renewed on the same or similar terms or that Health Canada will not revoke the Licenses. Should the
Company fail to comply with the requirements of the Licenses or should Health Canada not renew the Licenses when required or renew the
Licenses on different terms or revoke the Licenses, there would be a material adverse effect on the Company's business, financial
condition and results of operations.

 Government licenses are currently, and in the
future may be, required in connection with the Company's operations, in addition to other unknown permits and approvals which may
be required. To the extent such permits and approvals are required and not obtained, the Company may be prevented from operating and/or
expanding its business, which could have a material adverse effect on the Company's business, financial condition and results of
operations.

 The Company is Subject to Changes in Canadian
Laws, Regulations and Guidelines Which Could Adversely Affect the Company's Future Business, Financial Condition and Results of
Operations

 On October 17, 2018, the Canadian federal government
legalized the production, distribution and sale of recreational cannabis for adult use under the Cannabis Act (see "Industry and
Regulatory Overview"). No legal market previously existed for adult recreational use cannabis in Canada. For this reason, projections
for both short and long-term market conditions for the retail of cannabis remain uncertain.

 The Company's operations will be subject
to various laws, regulations and guidelines relating to the manufacture, management, packaging/labeling, advertising, sale, transportation,
storage and disposal of medical and recreational cannabis but also including laws and regulations relating to drugs, controlled substances,
health and safety, the conduct of operations and the protection of the environment. Changes to such laws, regulations and guidelines due
to matters beyond the control of the Company may cause material adverse effects to the business, financial condition and results of operations
of the Company. The Company endeavors to comply with all relevant laws, regulations and guidelines. To the best of the Company's
knowledge, the Company is in compliance or in the process of being assessed for compliance with all such laws, regulations and guidelines
as described elsewhere in this Prospectus.

 To date, only fresh cannabis, dried cannabis and
cannabis oil products are permitted. Health Canada has given guidance that other transformed products (primarily edibles and beverages
infused with cannabis) will be permitted for legal sale one year subsequent to the Cannabis Act coming into effect.

 However, there is uncertainty regarding how and
when certain regulatory changes will be implemented. Further, the general legislation framework pertaining to the Canadian recreational
cannabis market is subject to significant provincial and territorial regulation, which varies across provinces and territories. Unfavorable
regulatory changes, delays or both may therefore materially and adversely affect the future business, financial condition and results
of operations of the Company.

 The Company May Not Be Able to Develop Its
Brands, Products and Services, Which Could Prevent It from Ever Becoming Profitable

 If the Company cannot successfully develop, manufacture
and distribute its products, or if the Company experiences difficulties in the development process, such as capacity constraints, quality
control problems or other disruptions, the Company may not be able to develop market-ready commercial products at acceptable costs, which
would adversely affect the Company's ability to effectively enter the market. A failure by the Company to achieve a low-cost structure
through economies of scale or improvements in cultivation and manufacturing processes would have a material adverse effect on the Company's
commercialization plans and the Company's business, prospects, results of operations and financial condition.

 There is No Assurance That the Company Will
Turn a Profit or Generate Immediate Revenues

 There is no assurance that we will ever be profitable,
earn revenues, or pay dividends. The Company has incurred and anticipates that it will continue to incur substantial expenses relating
to the development and initial operations of its business. The payment and amount of any future dividends will depend upon, among other
things, the Company's results of operations, cash flow, financial condition, and operating and capital requirements.

 There is no assurance that future dividends will
be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividends. Further, the Company has
several classes of preferred stock with dividend rights that take a priority over our common stock with respect to payment of any dividends.
As such, common stockholders should not expect any dividends to be paid indefinitely.

 No Assurance of Sustainable Revenues

 There can be no assurance that our subsidiaries
will generate sufficient and sustainable revenues to enable us to operate at profitable levels or to generate positive cash flow. As a
result of our limited operating history in the cannabis market and the nature of the markets in which we compete, we may not be able to
accurately predict our revenues. Any failure by us to accurately make such predictions could have a material adverse effect on our business,
results of operations, and financial condition. Further, our current and future expense levels are based largely on our investment plans
and estimates of future revenues. We expect operating results to fluctuate significantly in the future as a result of a variety of factors,
many of which are outside of our control. Factors that may adversely affect our operating results include, among others, demand for our
products and services, the budgeting cycles of potential customers, lack of enforcement of or changes in governmental regulations or laws,
the amount and timing of capital expenditures and other costs relating to the expansion of our operations, the introduction of new or
enhanced products and services by us or our competitors, the timing and number of new hires, changes in our pricing policy or those of
our competitors, the mix of our products, increases in the cost of raw materials, technical difficulties with the products, incurrence
of costs relating to future acquisitions, general economic conditions, and market acceptance of our products. As a strategic response
to changes in the competitive environment, we may, from time to time, make certain decisions regarding pricing, service, marketing or
business combinations that could have a material adverse effect on our business, results of operations, and financial condition. Any seasonality
is likely to cause quarterly fluctuations in our operating results, and there can be no assurance that such patterns will not have a material
adverse effect on our business, results of operations, and financial condition. We may be unable to adjust spending in a timely manner
to compensate for any unexpected revenue shortfall.

 Operating Results May Fluctuate and May Fall
Below Expectations in Any Fiscal Quarter

 While we have historically posted losses from
our operating activities, as we grow our business and implement our business plan, our future operating results are difficult to predict
and are expected to fluctuate from quarter to quarter due to a variety of factors, many of which are outside of our control. As a result,
comparing our operating results on a period-to-period basis may not be meaningful, and investors should not rely on our past results or
on predictions prepared by us to determine future performance.

 The Company May Not Be Able to Effectively
Manage Its Growth and Operations, Which Could Materially and Adversely Affect Its Business

 The Company has previously attempted to grow by
acquisition. If the Company implements its business plan as intended, it may in the future experience rapid growth and development in
a relatively short period of time. The management of this growth will require, among other things, continued development of the Company's
financial and management controls and management information systems, stringent control of costs, the ability to attract and retain qualified
management personnel and the training of new personnel. The Company intends to utilize outsourced resources, and hire additional personnel,
to manage its expected growth and expansion. Failure to successfully manage its possible growth and development could have a material
adverse effect on the Company's business and the value of the Common Stock.

 While a Major Part of Our Business Strategy
is to Pursue Strategic Acquisitions, We May Not be Able to Identify Businesses for which We Can Obtain Necessary Financing to Acquire
on Acceptable Terms, Face Risks due to Additional Indebtedness, and Our Acquisition Strategy May Incur Significant Costs or Expose Us
to Substantial Risks Inherent in the Acquired Business's Operations

 Our strategy of pursuing strategic acquisitions
may be negatively impacted by several risks, including the following:

 we may not successfully identify companies that
have complementary product lines or technological competencies or that can diversify our revenue or enhance our ability to implement our
business strategy;

 we may not successfully acquire companies if
we fail to obtain financing, if we fail to negotiate the acquisition on acceptable terms, or for other related reasons;

 we may incur additional expenses due to acquisition
due diligence, including legal, accounting, consulting, and other professional fees and disbursements. Such additional expenses may be
material, will likely not be reimbursed, and would increase the aggregate cost of any acquisition;

 any acquired business will expose us to the acquired
company's liabilities and to risks inherent to its industry, and we may not be able to ascertain or assess all of the significant
risks;

 we may require additional financing in connection
with any future acquisition, and such financing may adversely impact, or be restricted by, our capital structure; and

 achieving the anticipated potential benefits
of a strategic acquisition will depend in part on the successful integration of the operations, administrative infrastructures, and personnel
of the acquired company or companies in a timely and efficient manner. Some of the challenges involved in such an integration include:
(i) demonstrating to the customers of the acquired company that the consolidation will not result in adverse changes in quality, customer
service standards, or business focus; (ii) preserving important relationships of the acquired company; (iii) coordinating sales and marketing
efforts to effectively communicate the expanded capabilities of the combined company; and (iv) coordinating the supply chains.

 Any Future Acquisitions Could Disrupt Business

 If we are successful in consummating acquisitions,
those acquisitions could subject us to a number of risks, including that:

 the purchase price we pay could significantly
deplete our cash reserves or result in dilution to our existing stockholders;

 we may find that the acquired company or assets
do not improve our customer offerings or market position as planned;

 we may have difficulty integrating the operations
and personnel of the acquired company;

 key personnel and customers of the acquired company
may terminate their relationships with the acquired company as a result of the acquisition;

 we may experience additional financial and accounting
challenges and complexities in areas such as tax planning and financial reporting;

 we may assume or be held liable for risks and
liabilities as a result of our acquisitions, some of which we may not discover during our due diligence or adequately adjust for in our
acquisition arrangements;

 we may incur one-time write-offs or restructuring
charges in connection with the acquisition;

 we may acquire goodwill and other intangible
assets that are subject to amortization or impairment tests, which could result in future charges to earnings; and

 we may not be able to realize the cost-savings
or other financial benefits we anticipated. These factors could have a material adverse effect on our business, financial condition, and
operating results.

 The Company May Not Be Able to Identify and/or
Consummate Acquisitions with Strategic Targets

 As part of its corporate strategy, the Company
intends to continue a focus on the acquisition of additional companies operating in jurisdictions where cannabis is legal on a national
basis. The Company's focus is initially on Canadian Licensed Producers of marijuana but may extend to other cannabis-related products.
If and when cannabis becomes legal in other foreign jurisdictions the Company will research acquisition or development opportunities.
The Company intends to target opportunities which are revenue generating or will be in the immediate future, low-cost producers and either
profitable or nearing profitability. There can be no guarantee that the Company will identify such opportunities, or once identified,
consummate such transactions. Failure to find suitable acquisitions or joint venture opportunities will require us to grow our business
entirely organically which can be more costly and delay the timeline of our future growth and development.

 The Company May Be Unable to Adequately Protect
Its Proprietary and Intellectual Property Rights.

 The Company currently has no proprietary or intellectual
property. The Company's ability to compete may depend on the superiority, uniqueness and value of any intellectual property and
technology that it may develop in the future. To the extent the Company is able to do so, to protect any proprietary rights of the Company,
the Company intends to rely on a combination of patent, trademark, copyright and trade secret laws, confidentiality agreements with its
employees and third parties, and protective contractual provisions. Despite these efforts, any of the following occurrences may reduce
the value of any of the Company's intellectual property:

 the market for the Company's products and
services may depend to a significant extent upon the goodwill associated with its trademarks and trade names, and its ability to register
its intellectual property under U.S. federal and state law is impaired by the illegality of cannabis under U.S. federal law;

 patents in the cannabis industry involve complex
legal and scientific questions and patent protection may not be available for some or any products;

 the Company's applications for trademarks
and copyrights relating to its business may not be granted and, if granted, may be challenged or invalidated;

 issued patents, trademarks and registered copyrights
may not provide the Company with competitive advantages;

 the Company's efforts to protect its intellectual
property rights may not be effective in preventing misappropriation of any its products or intellectual property;

 the Company's efforts may not prevent the
development and design by others, of products similar to, or competitive with, or superior to those the Company develops;

 another party may obtain a blocking patent and
the Company would need to either obtain a license or design around the patent in order to continue to offer the contested feature or service
in its products; and

 the expiration of any patent or other intellectual
property protections for any assets owned by the Company could result in significant competition, potentially at any time and without
notice, resulting in a significant reduction in sales. The effect of the loss of these protections on the Company and its financial results
will depend, among other things, upon the nature of the market and the position of the Company's products in the market from time
to time, the growth of the market, the complexities and economics of manufacturing a competitive product and regulatory approval requirements
but the impact could be material and adverse. The Company may be forced to litigate to defend its intellectual property rights, or to
defend against claims by third parties against the Company relating to intellectual property rights.

 We May Not Be Able to Protect Intellectual
Property That We Hope to Acquire, Which Could Adversely Affect Our Business

 The companies that we hope to acquire may rely
on patent, trademark, trade secret, and copyright protection to protect their technology. We believe that technological leadership can
be achieved through additional factors such as the technological and creative skills of our personnel, new product developments, frequent
product enhancements, name recognition, and reliable product maintenance. Nevertheless, our ability to compete effectively depends in
part on our ability to develop and maintain proprietary aspects of our technology, such as patents. We may not secure future patents;
and patents that we may secure may become invalid or may not provide meaningful protection for our product innovations. In addition, the
laws of some foreign countries do not protect intellectual property rights to the same extent as the United States or Canada. Furthermore,
there can be no assurance that competitors will not independently develop similar products, "reverse engineer" our products,
or, if patents are issued to us, design around such patents. We also expect to rely upon a combination of copyright, trademark, trade
secret, and other intellectual property laws to protect our proprietary rights by entering into confidentiality agreements with our employees,
consultants, and vendors, and by controlling access to and distribution of our technology, documentation and other proprietary information.
There can be no assurance, however, that the steps to be taken by us will not be challenged, invalidated, or circumvented, or that the
rights granted thereunder will provide a competitive advantage to us. Any such circumstance could have a material adverse effect on our
business, financial condition and results of operations. While we are not currently engaged in any intellectual property litigation or
proceedings, there can be no assurance that we will not become so involved in the future or that our products do not infringe any intellectual
property or other proprietary right of any third party. Such litigation could result in substantial costs, the diversion of resources
and personnel, and significant liabilities to third parties, any of which could have a material adverse effect on our business.

 We May Not Be Able to Protect Our Trade Names
and Domain Names

 We may not be able to protect our trade names
and domain names against all infringers, which could decrease the value of our brand name and proprietary rights. We currently hold the
Internet domain name CannaPharmaRx.com Domain names generally are regulated by Internet regulatory bodies are subject to change, and in
some cases, may be superseded, in some cases by-laws, rules and regulations governing the registration of trade names and trademarks with
the United States Patent and Trademark Office as well as ascertain other common law rights. If the domain registrars are changed, if new
ones are created, or if we are deemed to be infringing upon another's trade name or trademark, we may be unable to prevent third parties
from acquiring or using, as the case may be, our domain name, trade names or trademarks, which could adversely affect our brand name and
other proprietary rights.

 The Company May Be Forced to Litigate to Enforce
or Defend Its Intellectual Property Rights, to Protect Its Trade Secrets or to Determine the Validity and Scope of Other Parties'
Proprietary Rights.

 If we successfully procure patents or other intellectual
property for our products and processes, we may be forced to litigate to protect such intellectual property. Any such litigation could
be very costly and could distract its management from focusing on operating the Company's business and divert resources from growing
our business and implementing our business plan. The existence and/or outcome of any such litigation could harm the Company's business.
Further, because the content of much of the Company's intellectual property concerns cannabis and other activities that are not
legal in some state jurisdictions or under U.S. federal law, the Company may face additional difficulties in defending its intellectual
property rights. The Company may become subject to litigation, including for possible product liability claims, which may have a material
adverse effect on the Company's reputation, business, results from operations, and financial condition. The Company may be named
as a defendant in a lawsuit or regulatory action. The Company may also incur uninsured losses for liabilities which arise in the ordinary
course of business, or which are unforeseen, including, but not limited to, employment liability and business loss claims. Any such losses
could have a material adverse effect on the Company's business, results of operations, sales, cash flow or financial condition.
Further, the administration of medical substances to humans can result in product liability claims by consumers. Product liability claims
can be expensive, difficult to defend and may result in large judgments or settlements against the Company. The Company may not be able
to obtain or maintain adequate insurance or other protection against potential liabilities arising from product sales. Product liability
claims could also result in negative perception of the Company's products or other reputational damage which could have a material
adverse effect on the Company's business, results of operations, sales, cash flow or financial condition.

 The Company's Operations are Subject
to Environmental Regulation in the Various Jurisdictions in Which It Operates

 These regulations mandate, among other things,
the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation,
storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards
and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a
heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes
in environmental regulation, if any, will not adversely affect the Company's operations. Government environmental approvals and
permits are currently, and may in the future be required in connection with the Company's operations. To the extent such approvals
are required and not obtained, the Company may be curtailed or prohibited from its proposed business activities or from proceeding with
the development of its operations as currently proposed. Failure to comply with applicable environmental laws, regulations and permitting
requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations
to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or
remedial actions. The Company may be required to compensate those suffering loss or damage due to its operations and may have civil or
criminal fines or penalties imposed for violations of applicable laws or regulations.

 The Company Faces Competition from Other Companies
Where It Will Conduct Business That May Have Higher Capitalization, More Experienced Management or May Be More Mature as a Business.

 An increase in the companies competing in this
industry could limit the ability of the Company to expand its operations. Current and new competitors may be better capitalized, have
longer operating history, more expertise and ability to develop higher quality equipment or products, at the same or a lower cost. The
Company cannot provide assurances that it will be able to compete successfully against current and future competitors. Competitive pressures
faced by the Company could have a material adverse effect on its business, operating results and financial condition. In addition, despite
Canadian federal and state-level legalization of marijuana, illicit or "black-market" operations remain abundant and present
substantial competition to the Company. In particular, illicit operations, despite being largely clandestine, are not required to comply
with the extensive regulations that the Company must comply with to conduct business, and accordingly may have significantly lower costs
of operation. This makes their product more profitable and provides them the ability to sale their product at a lower cost than we can,
thereby reducing our profitability.

 If the Company is Unable to Attract and Retain
Key Personnel, It May not Be Able to Compete Effectively in the Cannabis Market

 The Company's success has depended and continues
to depend upon its ability to attract and retain key management, including the Company's President/CEO, technical experts and sales
personnel. The Company will attempt to enhance its management and technical expertise by continuing to recruit qualified individuals who
possess desired skills and experience in certain targeted areas. The Company's inability to retain employees and attract and retain
sufficient additional employees or engineering and technical support resources could have a material adverse effect on the Company's
business, results of operations, sales, cash flow or financial condition. Shortages in qualified personnel or the loss of key personnel
could adversely affect the financial condition of the Company, results of operations of the business and could limit the Company's
ability to develop and market its cannabis-related products. The loss of any of the Company's senior management or key employees
could materially adversely affect the Company's ability to execute our business plan and strategy, and the Company may not be able
to find adequate replacements on a timely basis, or at all.

 If We Are Unable to Keep Up with Technological
Developments, Our Business Could Be Negatively Affected

 The markets for our products and services are
expected to be characterized by rapid technological change and be highly competitive with respect to timely innovations. Accordingly,
we believe that our ability to succeed in the sale of our products and services will depend significantly upon the technological quality
of our products and services relative to those of our competitors, and upon our ability to continue to develop and introduce new and enhanced
products and services at competitive prices and in a timely and cost-effective manner. In order to develop such new products and services,
we will depend upon close relationships with existing customers and our ability to continue to develop and introduce new and enhanced
products and services at competitive prices and in a timely and cost-effective manner and grow the markets that we offer these products
and services. There can be no assurance that we will be able to develop and market our products and services successfully or respond effectively
to the technological changes or new product and service offerings of our potential competitors. We may not be able to develop the required
technologies, products, and services on a cost-effective and timely basis, and any inability to do so could have a material adverse effect
on our business, financial condition, and results of operations.

 Failure to Successfully Integrate Acquired
Businesses, Its Products and Other Assets into the Company, or If Integrated, Failure to Further the Company's Business Strategy,
May Result in the Company's Inability to Realize Any Benefit from Such Acquisition.

 The consummation and integration of any acquired
business, product or other assets into the Company may be complex and time-consuming and, if such businesses and assets are not successfully
integrated, the Company may not achieve the anticipated benefits, cost-savings or growth opportunities. Furthermore, these acquisitions
and other arrangements, even if successfully integrated, may fail to further the Company's business strategy as anticipated, expose
the Company to increased competition or other challenges with respect to the Company's products or geographic markets, and expose
the Company to additional liabilities associated with an acquired business, technology or other asset or arrangement. When the Company
acquires cannabis businesses, it may obtain the rights to applications for licenses as well as licenses; however, the procurement of such
applications for licenses and licenses generally will be subject to governmental and regulatory approval. There are no guarantees that
the Company will successfully consummate such acquisitions, and even if the Company consummates such acquisitions, the procurement of
applications for licenses may never result in the grant of a license by any state or local governmental or regulatory agency and the transfer
of any rights to licenses may never be approved by the applicable state and/or local governmental or regulatory agency.

 The Size of the Company's Target Market
is Difficult to Quantify and Investors Will Be Reliant on Their Own Estimates on the Accuracy of Market Data.

 Because the cannabis industry is in a nascent
stage with uncertain boundaries, there is a lack of information about comparable companies available for potential investors to review
in deciding about whether to invest in the Company and, few, if any, established companies whose business model the Company can follow
or upon whose success the Company can build. Accordingly, investors will have to rely on their own estimates in deciding whether to invest
in the Company. There can be no assurance that the Company's estimates are accurate or that the market size is sufficiently large
for its business to grow as projected, which may negatively impact its financial results.

 The Company's Industry is Experiencing
Rapid Growth and Consolidation That May Cause the Company to Lose Key Relationships and Intensify Competition

 The cannabis industry is undergoing rapid growth
and substantial change, which has resulted in an increase in competitors, consolidation and formation of strategic relationships. Acquisitions
or other consolidating transactions could harm the Company in a number of ways, including by losing strategic partners if they are acquired
by or enter into relationships with a competitor, losing customers, revenue and market share, or forcing the Company to expend greater
resources to meet new or additional competitive threats, all of which could harm the Company's operating results. As competitors
enter the market and become increasingly sophisticated, competition in the Company's industry may intensify and place downward pressure
on retail prices for its products and services, which could negatively impact its profitability.

 The Company Will Require Additional Financing
and There is No Assurance That Additional Financing Will Be Available When Required

 The Company will require additional capital in
the future and plans to achieve this additional financing through equity and/ or debt financing. However, there is no assurance that this
financing will be available when required. Specifically, there is no assurance that the Company will be able to raise any additional equity
financing through its shares. In addition, there is no assurance that the Company will be able to secure debt financing given its low
asset base and its current lack of revenues. Even if we are able to raise additional financing, this financing may not be available at
attractive terms meaning we either will have to forego certain plans or incur financial obligations on less than favorable terms.

 Existing Shareholders May Be Diluted to the
Extent That the Company Raises Additional Funds Through Additional Equity Financings

 The Company continues to sell shares and issue
notes convertible into shares for cash to fund operations, capital expansion, mergers and acquisitions that will dilute the current shareholders.
There is no guarantee that the Company will be able to achieve its business objectives. The continued development of the Company will
require additional financing. The failure to raise such capital could result in the delay or indefinite postponement of current business
objectives or the Company going out of business. There can be no assurance that additional capital or other types of financing will be
available if needed or that, if available, the terms of such financing will be favorable to the Company.

 If additional funds are raised through issuances
of equity or convertible debt securities, existing shareholders will suffer dilution, which in some cases may be significant, and any
new equity securities issued could have rights, preferences and privileges superior to those of holders of Common Stock. The Company's
articles permit the issuance of 300,000,000 shares of Common Stock, and shareholders will have no preemptive rights in connection with
such further issuance. The directors of the Company have discretion to determine the price and the terms of further issuances. In addition,
from time to time, the Company may enter into transactions to acquire assets or the shares of other companies. These transactions may
be financed wholly or partially with debt, which may temporarily increase the Company's debt levels above industry standards. Any
debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and
operational matters, which may make it more difficult for the Company to obtain additional capital and to pursue business opportunities,
including potential acquisitions. The Company may require additional financing to fund its operations to the point where it is generating
positive cash flow. Negative cash flow may restrict the Company's ability to pursue its business objectives.

 The Company Operates Within the Cannabis Industry,
Which Might Result in Additional Difficulties and Complexities Associated with Obtaining Adequate Insurance Coverage

 At the date of this Report, the Company and its
subsidiaries have secured insurance coverage with respect to builder's risk, general liability and property. The Company has not
yet secured insurance coverage with respect to workers' compensation, directors' and officers' insurance, fire and other
similar policies customarily obtained for businesses to the extent commercially appropriate; and, because the Company is engaged in and
operates within the cannabis industry, there might be exclusions and additional difficulties and complexities associated with obtaining
such insurance coverage that could cause the Company to suffer uninsured losses, which could adversely affect the Company's business,
results of operations, and profitability. There is no assurance that the Company will be able to obtain and utilize such insurance coverage,
if necessary.

 The Cultivation of Cannabis Includes Risks
Inherent in an Agricultural Business Including the Risk of Crop Loss, Sudden Changes in Environmental Conditions, Equipment Failure, Product
Recalls and Others

 The Company's future business involves the
growing of medical marijuana, an agricultural product. Such business will be subject to the risks inherent in the agricultural business,
such as insects, plant diseases and similar agricultural risks. Although the Company expects that any such growing will be completed indoors
under climate-controlled conditions, there can be no assurance that natural elements will not have a material adverse effect on any such
future production. The Company is reliant on a single location. Adverse changes affecting the Hanover Facility, development project could
materially affect the Company's plans.

 The Cultivation of Cannabis Involves a Reliance
on Third Party Transportation Which Could Result in Supply Delays, Reliability of Delivery and Other Related Risks

 In order for customers of the Company to receive
their product, the Company may rely on third party transportation services. This can cause logistical problems with and delays in patients
obtaining their orders and cannot be directly controlled by the Company. Any delay by third party transportation services may adversely
affect the Company's financial performance. Moreover, security of the product during transportation to and from the Company's
facilities is critical due to the nature of the product. A breach of security during transport could have material adverse effects on
the Company's business, financials and prospects. Any such breach could impact the Company's future ability to continue operating
under its licenses or the prospect of renewing its licenses.

 The Company May Be Subject to Product Recalls
for Product Defects Self-imposed or Imposed by Regulators

 Manufacturers and distributors of products are
sometimes subject to the recall or return of their products for a variety of reasons, including product defects, such as contamination,
unintended harmful side effects or interactions with other substances, packaging safety and inadequate or inaccurate labeling disclosure.
If any of the Company's products are recalled due to an alleged product defect or for any other reason, the Company could be required
to incur the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall. The Company may
lose a significant amount of sales and may not be able to replace those sales at an acceptable margin or at all. In addition, a product
recall may require significant management attention. Although the Company has detailed procedures in place for testing its products, there
can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls,
regulatory action or lawsuits. Additionally, if one of the Company's significant brands were subject to recall, the image of that
brand and the Company would likely be harmed. A recall for any of the foregoing reasons would likely lead to decreased demand for the
Company's products and could have a material adverse effect on the results of operations and financial condition of the Company.
Additionally, product recalls may lead to increased scrutiny of the Company's operations by Health Canada or other regulatory agencies,
requiring further management attention and potential legal fees and other expenses.

 The Company is Reliant on Key Inputs, such
as Water and Utilities, and Any Interruption of These Services Could Have a Material Adverse Effect on the Company's Finances and
Operation Results

 The Company's business is dependent on a
number of key inputs and their related costs including raw materials and supplies related to its growing operations, as well as electricity,
water and other local utilities. Any significant interruption or negative change in the availability or economics of the supply chain
for key inputs could materially impact the business, financial condition and operating results of the Company. Any inability to secure
required supplies and services or to do so on appropriate terms could have a materially adverse impact on the business, financial condition
and operating results of the Company.

 The Expansion of the Medical Cannabis Industry
May Require New Clinical Research into Effective Medical Therapies, When Such Research has Been Restricted in the U.S. and is New to Canada.

 Research in Canada, the U.S. and internationally
regarding the medical benefits, viability, safety, efficacy, dosing and social acceptance of cannabis or isolated cannabinoids remains
in early stages. There have been relatively few clinical trials on the benefits of cannabis or isolated cannabinoids. Although the Company
believes that the articles, reports and studies support its beliefs regarding the medical benefits, viability, safety, efficacy, dosing
and social acceptance of cannabis, future research and clinical trials may prove such statements to be incorrect, or could raise concerns
regarding, and perceptions relating to, cannabis. Given these risks, uncertainties and assumptions, investors should not place undue reliance
on such articles and reports. Future research studies and clinical trials may draw opposing conclusions to those stated in this Prospectus
or reach negative conclusions regarding the medical benefits, viability, safety, efficacy, dosing, social acceptance or other facts and
perceptions related to medical cannabis, which could have a material adverse effect on the demand for the Company's products with
the potential to lead to a material adverse effect on the Company's business, financial condition and results of operations.

 Under Canadian Regulations, a Licensed Producer
of Cannabis May Have Restrictions on the Type and Form of Marketing It Can Undertake Which Could Materially Impact Sales Performance.

 The development of the Company's future
business and operating results may be hindered by applicable restrictions on sales and marketing activities imposed by Health Canada or
U.S. regulatory authorities. The regulatory environment in Canada limits the Company's ability to compete for market share in a
manner similar to other industries. If the Company is unable to effectively market its products and compete for market share, or if the
costs of compliance with government legislation and regulation cannot be absorbed through increased selling prices for its products, the
Company's sales and operating results could be adversely affected.

 The Company Could Be Liable for Fraudulent
or Illegal Activity by its Employees, Contractors and Consultants Resulting in Significant Financial Losses to Claims Against the Company.

 The Company is exposed to the risk that its employees,
independent contractors and consultants may engage in fraudulent or other illegal activity. Misconduct by these parties could include
intentional, reckless and/or negligent conduct or disclosure of unauthorized activities to the Company that violates: (i) government regulations;
(ii) manufacturing standards; (iii) federal and provincial healthcare fraud and abuse laws and regulations; or (iv) laws that require
the true, complete and accurate reporting of financial information or data. It is not always possible for the Company to identify and
deter misconduct by its employees and other third parties, and the precautions taken by the Company to detect and prevent this activity
may not be effective in controlling unknown or unmanaged risks or losses or in protecting the Company from governmental investigations
or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted
against the Company, and it is not successful in defending itself or asserting its rights, those actions could have a significant impact
on our business, including the imposition of civil, criminal and administrative penalties, damages, monetary fines, contractual damages,
reputational harm, diminished profits and future earnings, and curtailment of the Company's operations, any of which could have
a material adverse effect on the Company's business, financial condition and results of operations.

 The Company Will Be Reliant on Information
Technology Systems and May Be Subject to Damaging Cyber-Attacks

 The Company has entered into agreements with third
parties for hardware, software, telecommunications and other information technology ("IT") services in connection with its
operations. The Company's operations depend, in part, on how well it and its suppliers protect networks, equipment, IT systems and
software against damage from a number of threats, including, but not limited to, cable cuts, damage to physical plants, natural disasters,
intentional damage and destruction, fire, power loss, hacking, computer viruses, vandalism and theft. The Company's operations also
depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as preemptive expenses
to mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or increase in
capital expenditures. The failure of information systems or a component of information systems could, depending on the nature of any such
failure, adversely impact the Company's reputation and results of operations.

 The Company has not experienced any material losses
to date relating to cyber-attacks or other information security breaches, but there can be no assurance that the Company will not incur
such losses in the future. The Company's risk and exposure to these matters cannot be fully mitigated because of, among other things,
the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes
and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access is a priority.
As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective
measures or to investigate and remediate any security vulnerabilities.

 The Company may be Subject to Breaches of Security
at its Facilities, or in Respect of Electronic Documents and Data Storage and May Face Risks Related to Breaches of Applicable Privacy
Laws

 Given the nature of the Company's product
and its lack of legal availability outside of channels approved by the Government of Canada, as well as the concentration of inventory
in its facilities, despite meeting or exceeding Health Canada's security requirements, there remains a risk of shrinkage as well
as theft. A security breach at one of the Company's facilities could expose the Company to additional liability and to potentially
costly litigation, increase expenses relating to the resolution and future prevention of these breaches and may deter potential patients
from choosing the Company's products.

 A privacy breach may occur through procedural
or process failure, information technology malfunction, or deliberate unauthorized intrusions. Theft of data for competitive purposes,
particularly patient lists and preferences, is an ongoing risk whether perpetrated via employee collusion or negligence or through deliberate
cyber-attack. Any such theft or privacy breach would have a material adverse effect on the Company's business, financial condition
and results of operations.

 In addition, there are a number of federal and
provincial laws protecting the confidentiality of certain patient health information, including patient records, and restricting the use
and disclosure of that protected information. In particular, the privacy rules under the Personal Information Protection and Electronics
Documents Act (Canada) ("PIPEDA"), protect medical records and other personal health information by limiting their use and
disclosure of health information to the minimum level reasonably necessary to accomplish the intended purpose. If the Company was found
to be in violation of the privacy or security rules under PIPEDA or other laws protecting the confidentiality of patient health information,
it could be subject to sanctions and civil or criminal penalties, which could increase its liabilities, harm its reputation and have a
material adverse effect on the business, results of operations and financial condition of the Company.

 The Company's Officers and Directors
may be Engaged in a Range of Business Activities Resulting in Conflicts of Interest

 The Company may be subject to various potential
conflicts of interest because some of its officers and directors may be engaged in a range of business activities. In addition, the Company's
executive officers and directors may devote time to their outside business interests, so long as such activities do not materially or
adversely interfere with their duties to the Company. In some cases, the Company's executive officers and directors may have fiduciary
obligations associated with these business interests that interfere with their ability to devote time to the Company's business
and affairs and that could adversely affect the Company's operations. These business interests could require significant time and
attention of the Company's executive officers and directors. In addition, the Company may also become involved in other transactions
which conflict with the interests of its directors and the officers who may from time-to-time deal with persons, firms, institutions or
companies with which the Company may be dealing, or which may be seeking investments similar to those desired by it. The interests of
these persons could conflict with those of the Company.

 In addition, from time to time, these persons
may be competing with the Company for available investment opportunities. conflicts of interest, if any, will be subject to the procedures
and remedies provided under applicable laws. In particular, if such a conflict of interest arises at a meeting of the Company's
directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms.
In accordance with applicable laws, the directors of the Company are required to act honestly, in good faith and in the best interests
of the Company.

 Regulatory Scrutiny of the Company's
Industry may Negatively Impact its Ability to Raise Additional Capital

 The Company's business activities rely on
newly established and/or developing laws and regulations in Canada and other jurisdictions in which we intend to operate. These laws and
regulations are rapidly evolving and subject to change with minimal notice. Regulatory changes may adversely affect the Company's
profitability or cause it to cease operations entirely. The cannabis industry may come under the scrutiny or further scrutiny by Health
Canada, the SEC. It is impossible to determine the extent of the impact of any new laws, regulations or initiatives that may be proposed,
or whether any proposals will become law. The regulatory uncertainty surrounding the Company's industry may adversely affect the
business and operations of the Company, including without limitation, the costs to remain compliant with applicable laws and the impairment
of its ability to raise additional capital, which could reduce, delay or eliminate any return on investment in the Company.

 Publicity or Consumer Perception

 The Company believes the recreational and medical
cannabis industries are highly dependent upon consumer perception regarding the safety, efficacy and quality of the cannabis produced.
Consumer perception of the Company's products can be significantly influenced by scientific research or findings, regulatory investigations,
litigation, media attention and other publicity regarding the consumption of cannabis products.

 There can be no assurance that future scientific
research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favorable to the
cannabis market generally, any particular product or consistent with earlier publicity. Future research reports, findings, regulatory
proceedings, litigation, media attention or other publicity that are perceived as less favorable than, or that question, earlier research
reports, findings or publicity could have a material adverse effect on the demand for the Company's products and the business, results
of operations, financial condition and the Company's cash flows. The Company's dependence upon consumer perceptions means
that adverse scientific research reports, findings, regulatory proceedings, litigation, media attention or other publicity, whether or
not accurate or with merit, could have a material adverse effect on the Company, the demand for the Company's products, and the
business, results of operations, financial condition and cash flows of the Company. Further, adverse publicity reports or other media
attention regarding the safety, efficacy and quality of medical cannabis in general, or the Company's products specifically, or
associating the consumption of cannabis with illness or other negative effects or events, could have such a material adverse effect. Such
adverse publicity reports or other media attention could arise even if the adverse effects associated with such products resulted from
consumers' failure to consume such products appropriately or as directed.

 Currency Fluctuations

 The Company's revenues and expenses are
expected to be primarily denominated in Canadian dollars, and therefore may be exposed to significant currency exchange fluctuations.
Recent events in the global financial markets have been coupled with increased volatility in the currency markets. Fluctuations in the
exchange rate between the U.S. dollar, and other foreign currencies and the Canadian dollar may have a material adverse effect on the
Company's business, financial condition and operating results. The Company may, in the future, establish a program to hedge a portion
of its foreign currency exposure with the objective of minimizing the impact of adverse foreign currency exchange movements. However,
even if the Company develops a hedging program, there can be no assurance that it will effectively mitigate currency risks.

 We May Need to Raise Additional Funds in the
Future that May Not Be Available on Acceptable Terms or Available at All

 Until we can generate enough cash flow from our
existing operations, we will need to issue additional debt or equity securities in the future to fund our business plan, for potential
investment acquisitions, or general corporate purposes. If we issue equity or convertible debt securities to raise additional funds, our
existing stockholders will likely experience dilution, and the new equity or debt securities may have rights, preferences, and privileges
senior to those of our existing stockholders. If we incur additional debt, it may increase our leverage relative to our earnings or to
our equity capitalization, requiring us to pay additional interest expenses. We may not be able to obtain financing on favorable terms,
or at all, in which case, we may not be able to develop or enhance our products, execute our business plan, take advantage of future opportunities,
or respond to competitive pressures.

 We May Be Subject to Liability Claims for Damages
and Other Expenses Not Covered By Insurance That Could Reduce Our Earnings And Cash Flows

 Our business, profitability, and growth prospects
could suffer if we pay damages or defense costs in connection with a liability claim that is outside the scope of any applicable insurance
coverage. We have liability insurance and intend to maintain it, however there is no assurance that we will be able to continue to obtain
insurance in amounts, or for a price, that will permit us to purchase desired amounts of insurance. Additionally, if our costs of insurance
and claims increase, then our earnings could decline. Further, market rates for insurance premiums and deductibles have been steadily
increasing, which may prevent us from being adequately insured. A product liability or negligence action in excess of insurance coverage
could harm our profitability and liquidity.

 Insurance and Contractual Protections May Not
Always Cover Lost Revenue

 We possess insurance and warranties from suppliers,
and our subcontractors make contractual obligations to meet certain performance levels. We also attempt, where feasible, to pass risks
we cannot control to our customers. The proceeds of such insurance, warranties, performance guarantees, and risk-sharing arrangements
may not be adequate to cover lost revenue, increased expenses, or liquidated damages payments that may be required in the future.

 We currently carry customary insurance for business
liability. Certain losses of a catastrophic nature, such as from floods, tornadoes, thunderstorms, and earthquakes, are uninsurable or
not economically insurable. Such "Acts of God," work stoppages, regulatory actions, or other causes, could interrupt operations
and adversely affect our business.

 We Rely on Outside Consultants and Employees

 We will rely on the experience of outside consultants
and employees. In the event that one or more of these consultants or employees terminates employment with the Company, or becomes unavailable,
suitable replacements will need to be retained, and there is no assurance that such employees or consultants could be identified under
conditions favorable to us.

 Risks Related to Our Financial Condition:

 Dependence on Financing and Losses for the
Foreseeable Future

 Our independent registered public accounting firm
has issued its audit opinion on our consolidated financial statements appearing in this Annual Report on Form 10-K, including an explanatory
paragraph as to substantial doubt with respect to our ability to continue as a going concern. The accompanying consolidated financial
statements have been prepared in conformity with accounting principles generally accepted in the United States of America, assuming we
will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of
business. For the fiscal year ended December 31, 2023, our net income was $3,688,456. As of December 31, 2023, we had current liabilities
of $18,163,901, current assets of $1,195,842, an accumulated deficit of $91,278,353 and a working capital deficit of $16,968,059. These
factors raise substantial doubt about our ability to continue as a going concern which is dependent on our ability to raise the required
additional capital or debt financing to meet short- and long-term operating requirements. We may also encounter business endeavors that
require significant cash commitments or unanticipated problems or expenses that could result in a need for additional cash. If we raise
additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our current shareholders could
be reduced, and such securities might have rights, preferences, or privileges senior to our common stock. Additional financing may not
be available upon acceptable terms, or available at all. If adequate funds are not available on acceptable terms, we may not be able to
take advantage of prospective business endeavors or opportunities, which could significantly and materially restrict our operations. If
we are unable to obtain necessary capital, we may have to cease operations. For additional information, see Management's Discussion
and Analysis of Financial Condition and Results of Operations - "Going Concern."

 Our ability to continue as a going concern is
dependent upon raising capital from financing transactions. To stay in business, we will need to raise additional capital through public
or private sales of our securities or debt financing. In the past, we have financed our operations by issuing secured and unsecured convertible
debt and equity securities in private placements, in some cases with equity incentives for the investor in the form of warrants to purchase
our common stock, and we have borrowed from related parties. We have sought, and will continue to seek, various sources of financing.
There are no additional commitments from anyone to provide us with financing. We can provide no assurance as to whether our capital raising
efforts will be successful or as to when, or if, we will be profitable in the future. Even if the Company achieves profitability, it may
not be able to sustain such profitability. If we are unable to obtain financing or achieve and sustain profitability, we may have to suspend
operations or sell assets, making us unable to execute our business plan. Failure to become and remain profitable may adversely affect
the market price of our common stock and our ability to raise capital and continue operations.

 Our Ability to Generate Positive Cash Flow
is Uncertain

 To develop and expand our business, we will need
to make significant up-front investments in our manufacturing capacity and incur research and development, sales and marketing, and general
and administrative expenses. In addition, our growth will require a significant investment in working capital. Our business will require
significant amounts of working capital to meet our project requirements and support our growth. We cannot provide any assurance that we
will be able to raise the capital necessary to meet these requirements. If adequate funds are not available or are not available on satisfactory
terms, we may be required to significantly curtail our operations and may not be able to fund our current production requirements, let
alone fund expansion, take advantage of unanticipated acquisition opportunities, develop, or enhance our products, and respond to competitive
pressures. Any failure to obtain such additional financing could have a material adverse effect on our business, results of operations,
and financial condition.

 Because We May Never Have Net Income from Our
Operations, Our Business May Fail

 We have no history of profitability from operations.
There can be no assurance that we will ever operate profitably. Our success is significantly dependent on uncertain events, including
successfully developing our products, establishing satisfactory manufacturing arrangements and processes, and distributing and selling
our products. If we are unable to generate significant revenues from sales of our products, we will not be able to earn profits or continue
operations. We can provide no assurance that we will generate any revenues or ever achieve profitability. If we are unsuccessful in addressing
these risks, our business will fail, and investors may lose all of their investment in our Company.

 Risks Related to Our Common Stock and Its Market
Value:

 We Have Limited Capitalization and May Require
Financing, Which May Not Be Available

 We have limited capitalization, which increases
our vulnerability to general adverse economic and industry conditions, limits our flexibility in planning for and reacting to changes
in our business and industry, and may place us at a competitive disadvantage to competitors with sufficient capitalization. If we are
unable to obtain sufficient financing on satisfactory terms and conditions, we will be forced to curtail or abandon our plans or operations.
Our ability to obtain financing will depend upon a number of factors, many of which are beyond our control.

 A Limited Public Trading Market Exists for
Our Common Stock, Which Makes It Difficult for Our Stockholders to Sell Their Common Stock on The Public Markets. Any Trading in Our Shares
May Have a Significant Effect on Our Stock Prices

 Historically our common stock has traded on the
OTC Markets under the symbol "CPMD." However, as of the filing of this Report, our common stock has been relegated to being
only traded on the expert market. We expect with our filing of this Report, our common stock will resume trading on the OTC Markets. Until
that time however, our shareholders will experience difficulty trading our common stock. Even when we were current in our reports, the
trading activity of our common stock is volatile and may not develop or be sustained. As a result, any trading price of our common stock
may not be an accurate indicator of the valuation of our common stock. Any trading in our shares could have a significant effect on our
stock price. If a more liquid public market for our common stock does not develop, then investors may not be able to resell the shares
of our common stock that they have purchased and may lose all of their investment. No assurance can be given that an active market will
develop or that a stockholder will ever be able to liquidate its shares of common stock without considerable delay, if at all. Many brokerage
firms may not be willing to affect transactions in the securities. Even if an investor finds a broker willing to affect a transaction
in our securities, the combination of brokerage commissions, state transfer taxes, if any, and any other selling costs may exceed the
selling price. Furthermore, our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance.
These market fluctuations, as well as general economic, political, and market conditions, such as recessions, interest rates, and international
currency fluctuations, may adversely affect the market price and liquidity of our common stock.

 Our Stock Price Has Undergone a Great Deal
of Volatility, Including a Significant Decrease Over the Past Few Years. The Volatility May Mean That, At Times, Our Stockholders May
Be Unable to Resell Their Shares at or Above the Price at Which They Acquired Them

 From January 1, 2023 through the date of this
Report, the price per share of our common stock has ranged from a high of $0.020 to a low of $0.001. The price of our common stock has
been, and may continue to be, highly volatile and subject to wide fluctuations. The market value of our common stock has declined in the
past, due in part to our operating performance and to conversions of dilutive debt instruments that we have issued to fund operations.
In the future, broad market and industry factors may decrease the market price of our common stock, regardless of our actual operating
performance. Recent declines in the market price of our common stock have and could continue to affect our access to capital, and may,
if they continue, impact our ability to continue operations at the current level. In addition, any continuation of the recent declines
in the price of our common stock may curtail investment opportunities presented to us and negatively impact other aspects of our business,
including our ability to fund our operations. As a result of any such declines, many stockholders have been or may become unable to resell
their shares at or above the price at which they acquired them.

 The volatility of the market price of our common
stock could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

 our common stock being held by a small number
of persons whose sales (or lack of sales) could result in positive or negative pricing pressure on the market price for our common stock;

 actual or anticipated variations in our quarterly
operating results;

 changes in our earnings estimates;

 our ability to obtain adequate working capital
financing;

 changes in market valuations of similar companies;

 publication (or lack of publication) of research
reports about us;

 changes in applicable laws or regulations, court
rulings, enforcement, and legal actions;

 loss of any strategic relationships;

 additions or departures of key management personnel;

 actions by our stockholders (including transactions
in our shares);

 speculation in the press or investment community;

 increases in market interest rates, which may
increase our cost of capital;

 changes in our industry;

 competitive pricing pressures;

 our ability to execute our business plan; and

 economic and other external factors. In addition,
the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating
performance of particular companies.

 These market fluctuations may also materially
and adversely affect the market price of our common stock.

 Our Stock Is Categorized as A Penny Stock.
Trading Of Our Stock May Be Restricted by The SEC's Penny Stock Regulations Which May Limit a Stockholder's Ability To Buy
And Sell Our Stock

 Our stock is categorized as a "penny stock",
as that term is defined in SEC Rule 3a51-1, which generally provides that a "penny stock", is any equity security that has
a market price (as defined) less than U.S. $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock
rules, including Rule 15g-9, which imposes additional sales practice requirements on broker-dealers who sell to persons other than established
customers and accredited investors. 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 in a form prepared by the SEC which provides information about
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 monthly
account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and
the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the
transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, 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. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market
for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers
to trade our securities and reduce the number of potential investors. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.

 According to SEC Release No. 34-29093, the market
for "penny stocks" has suffered in recent years from patterns of fraud and abuse. Such patterns include: (1) control of the
market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through
prearranged matching of purchases and sales and through false and misleading press releases; (3) boiler-room practices involving high-pressure
sales tactics and unrealistic price projections by inexperienced salespersons; (4) excessive and undisclosed bid-ask differentials and
markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have
been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses.
The occurrence of these patterns or practices could increase the future volatility of our share price.

 FINRA Sales Practice Requirements May Also
Limit a Stockholder's Ability to Buy and Sell Our Stock

 In addition to the "penny stock" rules
described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable
grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their
noninstitutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives, and other information. Under interpretations of these rules, FINRA believes that there is a high probability
that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult
for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and
have an adverse effect on the market for our shares.

 An Investor's Ability to Trade Our Common
Stock May Be Limited by Trading Volume

 A consistently active trading market for our common
stock may not occur on a national stock exchange or an automated quotation system. A limited trading volume may prevent our stockholders
from selling shares at such times or in such amounts as they otherwise may desire. The lack of an active market for our common stock may
impair investors' ability to sell their shares at the time they wish to sell them or at a price that they consider reasonable, may
reduce the fair market value of their shares and may impair our ability to raise capital to continue to fund operations by selling shares
and may impair our ability to acquire additional intellectual property assets by using our shares as consideration.

 We Have Not Voluntarily Implemented Various
Corporate Governance Measures, in the Absence of Which, Stockholders May Have More Limited Protections Against Interested Director Transactions,
Conflicts of Interest and Similar Matters

 Federal legislation, including the Sarbanes-Oxley
Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of corporate management
and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies
in response to the requirements of national securities exchanges, on which their securities are listed. Among the corporate governance
measures that are required under the rules of national securities exchanges and NASDAQ are those that address board of directors'
independence, audit committee oversight and the adoption of a code of ethics. While our board of directors has adopted a Code of Ethics
and an Audit Committee Charter, we have not yet adopted any of the other corporate governance measures, and, since our securities are
not currently listed on a national securities exchange or NASDAQ, we are not currently required to do so. In the event that our common
stock becomes listed, we will be required to adopt these other corporate governance measures, and we intend to do so. It is possible that
if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that
internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct.
For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors,
decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made
by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind
our current lack of corporate governance measures in formulating their investment decisions.

 To Date, We Have Not Paid Any Cash Dividends,
and No Cash Dividends Will Be Paid in the Foreseeable Future

 We do not anticipate paying cash dividends on
our common stock in the foreseeable future and we may not have sufficient funds legally available to pay dividends. Even if the funds
are legally available for distribution, we may nevertheless decide not to pay any dividends. Further, other classes of our preferred stock
have priority to dividends meaning that even if we had sufficient funds to pay a dividend, there may not be sufficient funds to pay common
stockholders any dividend, after fulfilling our obligations to holders of preferred stock. We currently intend to retain all earnings
for our operations.

 If We Fail to Develop or Maintain an Effective
System of Internal Controls, We May Not Be Able to Accurately to Report Our Financial Results or Prevent Financial Fraud. As a Result,
Current and Potential Stockholders Could Lose Confidence in Our Financial Reporting

 We are subject to the risk that sometime in the
future our independent registered public accounting firm could communicate to the board of directors that we have deficiencies in our
internal control structure that they consider to be "significant deficiencies." A "significant deficiency" is
defined as a deficiency, or a combination of deficiencies, in internal controls over financial reporting such that there is more than
a remote likelihood that a material misstatement of the entity's financial statements will not be prevented or detected by the entity's
internal controls.

 Effective internal controls are necessary for
us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud,
we could be subject to regulatory action or other litigation and our operating results could be harmed. We are required to document and
test our internal control procedures to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley
Act," or "SOX"), which requires our management to annually assess the effectiveness of our internal control over financial
reporting.

 We currently are not an "accelerated filer"
as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended. Section 404 of the Sarbanes-Oxley Act of 2002 ("Section
404") requires us to include an internal control report with our Annual Report on Form 10-K. That report must include management's
assessment of the effectiveness of our internal control over financial reporting as of the end of the fiscal year. This report must also
include disclosure of any material weaknesses in internal control over financial reporting that we have identified. As of December 31,
2022, the management of the Company assessed the effectiveness of the Company's internal control over financial reporting based
on SEC guidance on conducting such assessments and on the criteria for effective internal control over financial reporting established
in Internal Control and Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
Management concluded, during the year ended December 31, 2022, that the Company's internal controls and procedures were effective
to detect the inappropriate application of US GAAP rules. A material weakness in the effectiveness of our internal controls over financial
reporting may increase the chance of fraud and the loss of customers, reduce our ability to obtain financing, and require additional expenditures
to comply with these requirements. Any of these consequences could have a material adverse effect on our business, results of operations
and financial condition. For additional information, see Item 9A - Controls and Procedures.

 It may be time-consuming, difficult, and costly
for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire
additional financial reporting, internal controls, and other finance personnel in order to develop and implement appropriate internal
controls and reporting procedures. If we are unable to comply with the internal controls requirements of the Sarbanes-Oxley Act, then
we may not be able to obtain the independent accountant certifications required by such act, which may preclude us from keeping our filings
with the SEC current.

 If we are unable to maintain the adequacy of our
internal controls, as those standards are modified, supplemented, or amended from time to time, we may not be able to ensure that we may
conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Failure
to achieve and maintain an effective internal control environment could cause us to face regulatory action and cause investors to lose
confidence in our reported financial information, either of which could adversely affect the value of our common stock.

 Because Our Current Directors, Executive Officers,
and Preferred Stockholders Beneficially Own or Control 35.8% of Our Fully Diluted Common Stock, They Can Exert Significant Control Over
Our Business and Affairs and Have Actual or Potential Interests That May Depart From Those of Subscribers in Our Private Placements

 Our current directors and our executive officers
beneficially own or control approximately 35.8% of our fully diluted shares of common stock as of December 31, 2023. Additionally, the
holdings of our directors, and executive officers, and preferred stockholders may increase in the future upon vesting or other maturation
of exercise rights under any of the restricted stock grants, options, or warrants they may hold or in the future be granted, or if they
otherwise acquire additional shares of our common stock. The interests of such persons may differ from the interests of our other stockholders.
As a result, in addition to their board seats and offices, such persons, irrespective of how the Company's other stockholders vote,
may have significant influence over and may control corporate actions requiring stockholder approval, including the following actions:

 electing or defeating the election our directors;

 to amending or preventing the amendment of our
Certificate of Incorporation or By-laws;

 effecting or preventing a transaction, sale of
assets, or other corporate transaction; and

 controlling the outcome of any other matter submitted
to our stockholders for vote.

 Such persons' stock ownership may discourage a
potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, which in turn could reduce our
stock price or prevent our stockholders from realizing a premium over our stock price.

 Our Certificate of Incorporation Allows Our
Board to Create New Series of Preferred Stock Without Approval by Our Stockholders, Which Could Adversely Affect The Rights of the Holders
of Our Common Stock

 Our board of directors has the authority to fix
and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred
stock without stockholder approval. As a result, our board of directors could authorize the issuance of a series of preferred stock granting
holders a preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the
holders of common stock, and the right to redemption of the shares, together with a premium prior to the redemption of our common stock.
In addition, our board of directors could authorize the issuance of a series of preferred stock that has greater voting power than our
common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result
in dilution to our existing stockholders.

 Cautionary Note

 We have sought to identify what we believe to
be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor
can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors
before making an investment decision with respect to our common stock.

 ITEM 1B - UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C - CYBERSECURITY

 Risk management and strategy

 Data integrity, privacy, availability, and security
are critical to the corporate information technology, communication networks, accounting and financial reporting platforms, and related
systems which are necessary for the operation of our business. These systems are used to manage our vendor relationships, for internal
communications, for accounting and record-keeping functions, and for many other key aspects of our business including site security. Our
business operations rely on the data privacy and security necessary to safeguard and protect secure collection, storage, transmission,
and other processing of proprietary, confidential, and sensitive data.

 We are continually assessing the need to implement
and maintain various information security processes designed to identify, assess, and manage material risks from cybersecurity threats
to our critical computer networks, third-party hosted services, communications systems, hardware and software, and our critical data,
including confidential information that is proprietary, strategic or competitive in nature.

 We engage a third-party provider to identify,
assess, and manage cybersecurity threats and risks which is achieved through monitoring and evaluating our threat environment and our
risk profile using various methods including the use of manual and automated tools, analysis of reports of threats and threat actors,
scanning the threat environment, and evaluation of our industry's risk profile.

 Various technical, physical, and organizational
measures, processes, standards, and policies designed to manage and mitigate material risks from cybersecurity threats to our systems
and data have been implemented and are maintained. These include risk assessments, incident detection and response, vulnerability management,
disaster recovery and business continuity plans, internal controls within our accounting and financial reporting functions, encryption
of data, network security controls, access controls, physical security, systems monitoring, employee training, and penetration testing.

 We engage certain third-party service providers
to perform a variety of functions within our business and seek to ensure that we work with reliable, reputable service providers that
maintain cybersecurity programs. Depending on the nature of the services provided, the sensitivity and quantity of information processed,
and the identity of the service provider, our vendor management process may include reviewing provider cybersecurity practices, conducting
provider security assessments, and conducting periodic provider reassessments during their engagement.

 We are not aware of any risks from cybersecurity
threats or cybersecurity incidents which have materially affected or are reasonably likely to materially affect us, including our business
strategy, results of operations, or financial condition.

 Governance

 Our board of directors is responsible for oversight
of our strategy and risk management, including material risks related to cybersecurity threats. The board of directors engages in regular
discussions with management regarding our significant financial risk exposures and the measures implemented to monitor and control these
risks, including those that may result from material cybersecurity threats.

 Our management, represented by our Chief Executive
Officer, Dean Medwid, leads our cybersecurity risk assessment and management processes and oversees their implementation and maintenance,
including integration of cybersecurity risk considerations into our overall risk management strategy and communication of key priorities
to relevant personnel. Management is responsible for cybersecurity-related matters including approval of processes; review of assessments
and other matters; evaluation of potential impact of incidents to determine materiality based on the nature and scope of the incident
and any impact to operations, assets, or reputation; and response to incidents, including reporting certain incidents to the audit committee.
The audit committee receives periodic reports from management, including our Chief Executive Officer concerning any cybersecurity threats
and risks considered to be significant and the processes we have implemented to address them.

 ITEM 2 - PROPERTIES

 Our principal place of business is located at
Suite 3600 888 3 rd Street SW, Calgary, Alberta, T2P 5C5. This sublease may be terminated by either party on 30 days'
notice. Rent is $500 CAD per month. We believe this location is sufficient for our current business purposes.

 ITEM 3 - LEGAL PROCEEDINGS

 On April 15, 2021, Bristol Capital Investors,
LLC ("BCI") filed a lawsuit in the Superior Court of the State of California, County of Los Angeles against CPRX and Does
1 - 50, inclusive (Case No. 21st CV1 3696). The lawsuit alleges that CPRX breached the Amended and Restated Limited Liability Company
Membership Purchase Agreement it had entered into with BCI to purchase BCI's interest in Ramon Road Production Campus, LLC, a single
asset entity which owned an improved property, known as the Glass House, located in Cathedral City, California. BCI alleges causes of
action for fraud, breach of contract, breach of the implied covenant of good faith and fair dealing, and negligent misrepresentation,
and seeks compensatory and consequential damages in the amount of $10.5 million dollars plus attorneys' fees and costs. On November
5, 2021, CPRX served and filed its Answer to BCI's Complaint. CPRX intends to vigorously defend against BCI's lawsuit, going
forward.

 On March 4, 2022, Astor Street, LLC ("Astor")
served on CPRX a Notice of Intention to Enforce its Security on the property of CPRX, pursuant to a General Security Agreement entered
into by Astor and CPRX on or about January 6, 2022. The total amount of indebtedness secured by the Agreement, as alleged by Astor, is
two hundred fifty thousand dollars ($250,000) as of March 3, 2022, plus costs, plus the cost of 117,684 shares.

 We are not a party to any other legal proceeding
or aware of any other threatened action as of the date of this Report.

 ITEM 4 - MINE SAFETY DISCLOSURES

 Not applicable.

 ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market information

 Due to our delinquency in filing some of our required
SEC reports, our common stock is only traded on the "Expert Market" under the trading symbol "CPMD." This significantly
reduces the trading volume and ability to trade our common stock. As a result, current shareholders may not be able to liquidate their
holdings of common stock in a timely manner, if at all. If our common stock returns to trading on the OTC Markets, there may be excessive
pent-up demand to sale our common stock and the trading price of our common stock would be subject to significant fluctuations.

 There can be no assurance that a liquid market
will develop in the foreseeable future.

 Transfer of our common stock may also be restricted
under the securities or blue-sky laws of certain states and foreign jurisdictions. Consequently, investors may not be able to liquidate
their investments and should be prepared to hold the common stock for an indefinite period of time.

 The following table sets forth the high and low
bid quotations for our Common Stock as reported on the pink sheets for the periods indicated:

 Fiscal 2023

 High

 Low

 First Quarter

 $

 0.014

 $

 0.008

 Second Quarter

 0.011

 0.007

 Third Quarter

 0.014

 0.009

 Fourth Quarter

 0.014

 0.001

 Fiscal
2022

 High

 Low

 First Quarter

 $

 0.027

 $

 0.011

 Second Quarter

 0.019

 0.010

 Third Quarter

 0.024

 0.009

 Fourth Quarter

 0.016

 0.008

 Holders

 As of the date of this Report, there were 662,501,405
shares of our Common Stock issued and outstanding, which were held by 320 stockholders of record, not including those persons holding
shares in "street name."

 Stock Transfer Agent

 Our stock transfer agent for our securities is
Mountain Share Transfer, Inc., 2030 Powers Ferry Road SE, Suite 212, Atlanta, GA 30339. Their telephone number is (303) 460-1149.

 Dividends

 We have never declared or paid any cash dividends
on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we
do not anticipate paying any cash dividends in the foreseeable future on our common stock.

 Securities Authorized for Issuance Under Equity
Compensation Plans

 We did not have any equity compensation plans
approved by shareholders at December 31, 2023.

 Recent Sales of Unregistered Securities

 During the year ended December 31, 2023, the Company
issued the following restricted common shares:

 166,607,680 common shares valued at $222,096
were issued upon the conversion of convertible notes.

 20,000 shares of Series B Preferred Stock were
converted to 20,000 shares of common stock.

 Issuer Purchases of Equity Securities

 No awards were available for issuance pursuant
to any equity compensation plan at December 31, 2023.

 Reports

 We are subject to certain reporting requirements
and furnish annual financial reports to our stockholders, certified by our independent accountants, and furnish unaudited quarterly financial
reports in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website,
www.sec.gov as well as on our website, www.cannapharmarx.com.

 ITEM 6 - [RESERVED]

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

 This Annual Report on Form 10-K contains forward-looking
statements that involve substantial risks and uncertainties. All statements, other than statements of historical fact, included in this
report regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and
objectives of management are forward-looking statements. The words "anticipates," "believes," "estimates,"
"expects," "intends," "may," "plans," "projects," "will," "would"
and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these
identifying words.

 We have based these forward-looking statements
on our current expectations and projections about future events. Although we believe that the expectations underlying our forward-looking
statements are reasonable, these expectations may prove to be incorrect, and all of these statements are subject to risks and uncertainties.
Therefore, you should not place undue reliance on our forward-looking statements. We have included important risks and uncertainties in
the cautionary statements included in this report, particularly the section titled "Risk Factors" incorporated by reference
herein. We believe these risks and uncertainties could cause actual results or events to differ materially from the forward-looking statements
that we make. Should one or more of these risks and uncertainties materialize, or should underlying assumptions, projections or expectations
prove incorrect, actual results, performance or financial condition may vary materially and adversely from those anticipated, estimated
or expected. Our forward-looking statements do not reflect the potential impact of future acquisitions, mergers, dispositions, joint ventures
or investments that we may make. We do not assume any obligation to update any of the forward-looking statements contained herein, whether
as a result of new information, future events or otherwise, except as required by law. In the light of these risks and uncertainties,
the forward-looking events and circumstances discussed in this report may not occur, and actual results could differ materially from those
anticipated or implied in the forward-looking statements.

 Overview

 CannaPharmaRX Inc. ("CPRX" or the
"Company") was originally incorporated in the state of Colorado in August 1998 as Network Acquisitions, Inc. The Company focuses
its business efforts on evaluation, negotiation, acquisition, and development cannabis cultivation projects in Canada.

 On January 6, 2022, the Company entered into a
20-year operating lease with Formosa Mountain Ltd. for the use of a leased facility located in Cremona, Alberta, Canada. The facility
was built in 2015 and was previously operating as a cannabis production facility until it was decommissioned, and the license cancelled
by the previous owner making the facility ready for sale in 2020.

 CPRX recommissioned the 55,000 square foot facility
which contains 11 growing rooms and 10 drying and packing rooms into a new indoor cannabis farm during 2022. The Company received an operating
license from Health Canada on December 9, 2022, and a cannabis license from the Canada Revenue Agency ("CRA") on December
22, 2022.

 On February 21, 2023,
the Company entered into a supply agreement with Y.S.A. Holdings Ltd ("Y.S.A."), an Israeli corporation, whereby the
Company will supply 450kg of cannabis biomass in the form of dried flowers and dried trim per annum to Y.S.A over a two-year period. No
biomass has been delivered to Y.S.A as at the date of this Report.

 Under the new license the dates of the harvests
during the year ended December 31, 2023 were August 10, September 12, October 2, October 6, and November 25, 2023. The five harvests cumulatively
yielded total saleable cannabis flower product of approximately 300 kilograms.

 Plan of Operation

 See "Item 1 - Business" in Part I
above for a detailed discussion of our current business activities and plan of operation, the contents of which are incorporated herein
as if set forth.

 Recent Funding

 Between January 1, 2023 and December 31, 2023,
the Company issued $213,750 in new convertible debentures to accredited investors with 12 month terms to maturity and interest rates between
10% and 12%, and converted $222,096 of the outstanding convertible notes into Common Shares.

 For additional information, see Note 16 Subsequent
Events included in Item 8 of this Form 10-K.

 Going Concern

 Substantial doubt exists as to our ability to
continue as a going concern based on the fact that we do not have adequate working capital to finance our day-to-day operations. The Company
did not have any revenues for the years ended December 31, 2023 and 2022. The Company's deficit of $91,278,353 as of December 31,
2023 indicates substantial uncertainty about the Company's ability to continue as a going concern. Management's plans include
engaging in further research and development and raising additional capital in the short term to fund such activities through sales of
its common stock. Management's ability to implement its plans and continue as a going concern may be dependent upon raising additional
capital. Our continued existence depends on the success of our efforts to raise additional capital necessary to meet our obligations as
they come due and to obtain sufficient capital to execute our business plan. We may obtain capital primarily through issuances of debt
or equity or entering into collaborative arrangements with corporate partners. There can be no assurance that we will be successful in
completing additional financing or collaboration transactions or, if financing is available, that it can be obtained on commercially reasonable
terms. If we are not able to obtain the additional financing on a timely basis, we may be required to further scale down or perhaps even
cease the operation of our business. The issuance of additional equity securities by us could result in a significant dilution in the
equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities
and future cash commitments. Our financial statements do not include adjustments that might result from the outcome of this uncertainty.

 For additional information, see ITEM 1A, Substantial
Doubt About the Company's Ability to Continue as a Going Concern.

 Results of Operations

the Company did not sell or market any products. The Company will commence actively marketing products after the products have been cleared
or approved by Health Canada, but there can be no assurance, however, that we will be successful in obtaining Health Canada clearance
or approval for our products.

the Company's financial results are as follows:

 Cost of Goods Sold

the Company did not have sales and there were no cost of goods sold.

 Gross Profit and Gross Margin

the Company had no gross profit or gross margin.

 Operating Expenses

 The summary of the Company's operating expenses
for the years ended December 31, 2023 and 2022 is as follows:

 2023

 2022

 Amortization and depreciation

 $
 127,847

 $
 294,934

 General and administrative

 703,596

 2,226,668

 Payroll and consulting fees

 412,083

 1,979,202

 Professional fees

 334,979

 506,833

 Rent

 2,599

 12,307

 Stock based compensation

 –

 Travel and entertainment

 –

 10,886

 $
 1,581,104

 $
 5,211,809

the Company's operating expenses consisted primarily of amortization and depreciation, general and administrative expenses, payroll
land consulting fees, and legal and professional fees associated with the costs for services or employees in finance, accounting, sales,
administrative activities and the compliance of a public company. Overall operating expenses for the year ended December 31, 2023 were
$1,581,104 compared to operating expenses of $5,211,809 in the comparable period, a decrease of $3,630,705. The decrease is primarily
attributable the following:

 A $167,087 decrease to amortization and depreciation
primarily due to allocation of a portion of the expense to inventory.

 A $1,523,072 decrease to general and administrative
expenses primarily due to a reduction in advertising and promotion expenditures and discretionary spending and an overall decrease in
discretionary and extraneous spending, and to allocation of a portion of the expenses to inventory.

 A $1,567,119 reduction in payroll and consulting
fees primarily due to a change in management which resulted in a reduction in payroll accruals for officers, and due to allocation of
a portion of the expenses to inventory.

 A $171,854 decrease in professional fees due
to transition of accounting to a single provider during the last two quarters of the year and an overall reduction in legal counsel usage
and therefore fees during the year ended December 31, 2023.

 Other income (expenses)

 The summary of the Company's other income
(expense) for the years ended December 31, 2023 and 2022 is as follows:

 2023

 2022

 Change in the fair value of derivative liability

 $
 (255,520
)

 $
 (501,374
)

 Change in the fair value of obligation to issue shares

 401,778

 –

 Interest expense

 (1,690,924
)

 (2,290,319
)

 Loss on extinguishment of debt

 (654,919
)

 (929,912
)

 Loss on impairment of investment

 (78,760
)

 –

 Other income

 –

 402,394

 Gain on loan dissolution

 7,547,905

 –

 $
 5,269,560

 $
 (3,319,211
)

 Other income was $5,269,560 for the year ended
December 31, 2023 compared to other expense of $3,319,211 in the prior year, resulting in an increase of $8,588,771. The increase is primarily
attributable the following:

 A $7,547,905 increase in gain on loan dissolution related to the statute of limitations expiry on claims related
to the AMS promissory note.

 A $599,395 decrease in interest expense primarily due to conversion of a substantial amount of the convertible
notes into common shares during the prior year and during the first quarter of the current year.

 Net Income (Loss)

 As a result of the foregoing, during the year
ended December 31, 2023, the Company experienced a net income of $3,688,456 or $0.01 per share compared to a loss of $8,531,020 or $0.04
in the prior year.

 Liquidity and Capital Resources

 The summary of the Company's cash flows
for the years ended December 31, 2023 and 2022 is as follows:

 2023

 2022

 Cash used in operating activities

 $
 (2,274,452
)

 $
 (1,448,363
)

 Cash used in investing activities

 (80,634
)

 (115,998
)

 Cash provided by financing activities

 2,353,419

 1,404,703

 $
 (1,667
)

 $
 (159,658
)

 As of December 31, 2023, the Company had $650
in cash as compared to $2,317 in the previous comparable period.

 Cash used in operating activities for the year
ended December 31, 2023 increased by $826,089 compared to the prior year primarily due to a net income of $3,688,456 in the current year
compared to a net loss of $8,531,020 in the prior year (an increase of $12,219,476), offset by a gain on loan dissolution of $7,547,905
related to the AMS note payable and a decrease of $3,849,565 in in accounts payable and accrued liabilities due to vendor payments.

 Cash used in investing activities for the year
ended December 31, 2023 decreased by $35,364 compared to the prior year due to a reduction in the purchase of property, plant and equipment
in the current year.

 Cash provided by financing activities for the
year ended December 31, 2023 increased by $948,716 compared to the prior year primarily due to an increase of approximately $2 million
in related party loans, offset by a reduction of approximately $506,000 in proceeds from convertible loans, approximately $290,000 in
proceeds from private placements, and approximately $147,000 in common stock issued in connection with financing.

 Subsequent Events

 From January 1, 2024 through May 16, 2024, the
Company issued 221,749,103 common shares. Of the common stock issued:

 204,353,254 were issued to convertible lenders
to retire approximately $134,910 in convertible debt;

 12,500,000 were issued upon conversion of 10,000
Series A Preferred Shares;

 4,895,849 were issued through a cashless exercise
of warrants.

 On February 7, 2024, the Company entered into
a $275,000 promissory note with Koze Investments LLC. The funds obtained from the promissory note were used for the retirement of certain
of the convertible notes disclosed above.

 Critical Accounting Estimates

 The Company's financial statements and accompanying
notes have been prepared in accordance with US GAAP. The preparation of these financial statements requires management to make estimates,
judgments, and assumptions that affect reported amounts of assets, liabilities, revenues and expenses. We continually evaluate the accounting
policies and estimates used to prepare the financial statements. The estimates are based on historical experience and assumptions believed
to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management.

 Recently Issued Accounting Pronouncements

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

 Off-Balance Sheet Arrangements

 We have not entered into any off-balance sheet
arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to
investors.

 ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

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

 ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The financial statements and supplementary financial
information required by this Item are set forth immediately following the signature page and are incorporated herein by reference.

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

 None.

 ITEM 9A - CONTROLS AND PROCEDURES

 Disclosure controls and procedures

 Controls and Procedures

 Our management, with the participation of our
Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), has evaluated the effectiveness of our disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") as of the end of the period covered by this Report.

 These controls are designed to ensure that information
required to be disclosed in the reports we file or submit pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized
and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information
is accumulated and communicated to our management, including our CEO/CFO to allow timely decisions regarding required disclosure.

 Based on this evaluation, our CEO and CFO have
concluded that our disclosure controls and procedures were not effective as of December 31, 2023, at reasonable assurance levels.

 We believe that our financial statements presented
in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations, and cash flows
for all periods presented herein.

 Inherent Limitations

 Our management, including our CEO and CFO, does
not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any
system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that
any design will succeed in achieving its stated goals under all potential future conditions. 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 our company have been detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes
rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial
data.

 Changes in Internal Control over Financial
Reporting

 There were no changes in our internal control
over financial reporting during our fiscal year ended December 31, 2023, which were identified in conjunction with management's
evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

 This Annual Report does not include an attestation
report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not
subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission
that permit us to provide only management's report in this Annual Report.

 Management Report on Internal Control over
Financial Reporting ("ICFR")

 Our management is responsible for establishing
and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d15(f) promulgated under the Exchange
Act. Those rules define internal control over financial reporting as a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles and includes those policies and procedures that:

 pertain to the maintenance of records that in
reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

 provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
the receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the
Company; and

 provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisitions, use or disposition of the company's assets that could have a material effect on
the financial statements.

 Because of its inherent limitations, internal
controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

 Management assessed the effectiveness of our internal
control over financial reporting as of December 31, 2023. In making this assessment, our management used the criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013).

 Based on its assessment, management has concluded
that as of December 31, 2023, our disclosure controls and procedures and internal control over financial reporting were not effective
and that a material weakness existed in our internal control over financial reporting. 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 a company's annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified
deficiencies in operating effectiveness that, in combination, represent a material weakness in internal control over financial reporting
as follows:

 Due to recent management and staff turnover,
accurate information and records were not consistently maintained within our records and there were instances where documentation to support
certain transactions was difficult to obtain or unobtainable. These deficiencies represent a material weakness in our internal control
over financial reporting.

 Because of the material weakness identified, management
has concluded that its internal control over financial reporting was not effective as of December 31, 2023. We are in the process of developing
and implementing remediation plans to address the material weakness described above.

 ITEM 9B - OTHER INFORMATION

 During the quarter
ended December 31, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement"
or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

 ITEM 9C - DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS

 Not applicable.

 ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Set forth below are the directors and executive
officers of the Company as of December 31, 2023. Except as set forth below, there are no other persons who have been nominated or chosen
to become directors, nor are there any other persons who have been chosen to become executive officers. Other than as set forth below,
there are no arrangements or understandings between any of the directors, officers and other persons pursuant to which such person was
selected as a director or an officer.

 Name

 Position Held with the Company

 Age

 Date First Elected
 or Appointed

 Dominic Colvin

 Director, Former Chief Executive Officer

 April 2018

 Richard D. Orman

 Director

 April 2019

 John H. Cassels

 Former Chief Financial Officer

 April 2019

 Dean P. Medwid

 Chief Executive Officer

 June 2023

 Anthony Panek

 Director

 August 2023

 Oliver Foeste

 Chief Financial Officer

 September 2023

 Our Board of Directors believes that all members
of the Board and all executive officers encompass a range of talent, skill, and experience sufficient to provide sound and prudent guidance
with respect to our operations and interests. The information below with respect to our sole officer and director includes his experience,
qualifications, attributes, and skills necessary for him to serve as a director and/or executive officer.

 Biographies

 Dominic Colvin

 Mr. Colvin was appointed as the Company's
Chief Executive Officer ("CEO"), President and a Director in April 2018. He resigned as CEO and President on May 30, 2023,
but remains a Director of the Company.

 Dean P. Medwid

 Mr. Medwid was appointed as Chief Executive officer
of the Company on June 1, 2023 after the resignation of Mr. Colvin. Mr. Medwid is a dynamic senior executive with more than 30 years of
experience in both public and private markets with a focus on scalable process engineering, brand development and strategic partnerships.
He has been recognized with numerous business awards and accolades, including Profit 100's Top 100 in Canada, five years in a row
while a partner in Seattle's Best Coffee, additionally was a awarded the recognition of being one of Vancouvers Top 40 Under 40
business executives. Mr. Medwid has a demonstrated history of increasing corporate performance through the management of process design,
customer relationships, strategic planning along with a focused initiative of data-driven change management and utilized these skills
as President of New Leaf Ventures, a publicly trade cannabis company with operations in both Canada and the USA; along with his time at
Genuine Parts Company (NYSE:GPC) as the President of a wholly owned subsidiary, Altrom. His motivational management style along with a
record of building and retaining highly motivated leadership teams and distributor networks allows for certain growth. He has been in
the cannabis industry for several years focused on mergers and acquisitions and harnessing the health and wellness benefits of plant material
and distillates; so much so, that in 2022, he launched Fourth Dimension Biotech, a supplements company focused manufacturing consumer
products utilizing specific cannabis generated isolates along with functional mushrooms to support your daily health regime.

 Richard D. Orman

 Mr. Orman was appointed as a Director of our Company
in April 2019. In addition, he is currently the President of PLM Consultants, LTD, Calgary, Alberta, Canada, a privately held business
consulting company, a position he has held since 1982. In 1986 Mr. Orman was elected to the Legislative Assembly of Alberta and was appointed
to the provincial cabinet as Minister of Career Development and Employment. In 1988 he was appointed Minister of Labor. He was re-elected
in 1989 and was then appointed Minster of Energy. He has over 35 years of experience with publicly traded companies in Canada, including
Chairman and CEO of Kappa Energy Company, Inc., from 19914 to 2001, a director of Vanguard Oil Corp. from 1998 through 2001, and Executive
Vice Chairman of Exceed Energy Company, Inc. from 2003 through 2005, Each of the aforesaid companies had their securities traded on the
Toronto Stock Exchange. In addition, he was Vice Chairman of Novatel Inc., a company traded on NASDAQ from 2004 through 2007 and from
2007 through 2011 he was the lead director of Daylight Energy Ltd, also traded on the TSX. From 2015 through February 2019, he was a consultant
and senior counsel at Canadian Strategy Group, a government relations firm located in Edmonton, Alberta. In 2012 he was elected to the
Board of Directors and currently serves as Chairman of the Board of Wescan Energy Corp. a company traded on the TSX. In 2016 he was elected
and currently serves as an independent non-executive director of Persta Resources, Inc., a company traded on the Hong Kong Stock Exchange.
Mr. Orman received a Bachelor of Arts degree with honors from Eastern Washington University in 1971.

 John H. Cassels

 Mr. Cassels's career focus for more than
three decades has been the junior oil and gas exploration and production sector of the energy industry in Canada, the United States and
Argentina. A CPA, CA. He has served as a CEO or CFO and a Director of twelve early-stage companies, all but one of which were eventually
TSX or NYSE listed companies. With a sharp financial bent, Mr. Cassels has provided a guiding hand to the entities through initiatives
to raise capital from under $1 million to $33 million and developed internally generated cash flow for sustained growth while actively
participating in accretive mergers, strategic acquisitions and value-added divestitures. Mr. Cassels served as CFO for Purdy & Partners
(a private equity firm), CEO of Highview Resources (sold to Wild River Resources), CFO of Redwood Energy and Landover Energy (both subsequently
sold), CEO of Raider Resources and Fortune Energy, CFO of PanContinental Oil and Tri-Power Petroleum (both sold) and CFO of Anschutz Canada
Exploration (sold to Pembina Resources). Mr. Cassels resigned from the position on October 13, 2023.

 Oliver W. Foeste

 Mr. Foeste, CPA, CA was appointed as the Company's
Chief Financial Officer on October 13, 2023 after the resignation of Mr. Cassels. He brings more than a decade of financial reporting
and executive experience across sectors including resource-based, construction, manufacturing, technology and real estate. He founded
Invictus Accounting Group LLP ("Invictus"), a Certified Public Accounting firm in Vancouver, British Columbia, Canada. Invictus
specializes in providing business advisory, financial and technical advisory, and practice management. He has assisted with CFO services,
IFRS conversions, US GAAP reporting, outsourced controllership, income tax provisions, multi-jurisdiction consolidations, and financial
and accounting solutions for large and small clients. Previously, Oliver held senior management and executive positions in multinational
and small capitalization companies listed in Canada and the US. At Deloitte, where he led audit and assurance engagements for private
and public companies, and at Walsh King Chartered Accountants where he prepared tax returns and financial statements for private clients.

 Family Relationships

 There are no family relationships between and
among any of our directors or executive officers.

 Conflicts of Interest

 There are no conflicts of interest with any officers,
directors or executive staff.

 Involvement in Certain Legal Proceedings

 To the best of our knowledge, during the past
five years, none of the following occurred with respect to a present or former director or executive officer of the company: (1) any bankruptcy
petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy
or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding
(excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction
(in a civil action), the Securities and Exchange Commission or the commodities futures trading commission to have violated a Federal or
state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 Committees of the Board

 Our Board of Directors held no formal meetings
in the year ended December 31, 2023. All proceedings of the Board of Directors were conducted by resolutions consented to in writing by
all of the directors and filed with the minutes of the Company.

 Board Nominations and Appointments

 In considering whether to nominate any particular
candidate for election to the Board of Directors, we will use various criteria to evaluate each candidate, including an evaluation of
each candidate's integrity, business acumen, knowledge of our business and industry, experience, diligence, conflicts of interest
and the ability to act in the interests of our stockholders. The Board of Directors plans to evaluate biographical information and interview
selected candidates in the next fiscal year and also plans to consider whether a potential nominee would satisfy the listing standards
for "independence" of The Nasdaq Stock Market and the SEC's definition of "audit committee financial expert."
The Board of Directors does not plan to assign specific weights to particular criteria and no particular criterion will be a prerequisite
for each prospective nominee.

 We do not have a formal policy with regard to
the consideration of director candidates recommended by our stockholders, however, stockholder recommendations relating to director nominees
may be submitted in accordance with the procedures set forth below under the heading "Communicating with the Board of Directors".

 Communicating with the Board of Directors

 Stockholders who wish to send communications to
the Board of Directors may do so by writing to Suite 3600, 888 3 rd Street SW, Calgary, Alberta, T2P 5C5. The mailing envelope
must contain a clear notation indicating that the enclosed letter is a "Stockholder-Board Communication." All such letters
must identify the author as a stockholder and must include the stockholder's full name, address and a valid telephone number. The
name of any specific intended recipient should be noted in the communication. We will forward any such correspondence to the intended
recipients; however, prior to forwarding any such correspondence, and we will review such correspondence, and in our discretion, may not
forward communications that relate to ordinary business affairs, communications that are primarily commercial in nature, personal grievances
or communications that relate to an improper or irrelevant topic or are otherwise inappropriate for the Board of Director's consideration.

 Compensation of Directors

 As of December 31, 2023 the Company owed $1,135,632
in unpaid director fees, which includes $150,000 owed to former directors accrued since 2016. Directors are not paid for meetings attended.
However, we intend to review and consider future proposals regarding board compensation. All travel and lodging expenses associated with
corporate matters are reimbursed by us, if and when incurred.

 Compensation Committee Interlocks and Insider
Participation

 No interlocking relationship exists between our
Board of Directors and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed
in the past.

 Code of Ethics

 As part of our system of corporate governance,
our Board of Directors has adopted a Code of Business Conduct and Ethics (the "Code") for directors and executive officers
of the Company. This Code is intended to focus each director and executive officer on areas of ethical risk, provide guidance to directors
and executive officer to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help foster
a culture of honesty and accountability. Each director and executive officer must comply with the letter and spirit of this Code. We have
also adopted a Code of Ethics for Financial Executives applicable to our Chief Executive Officer and senior financial officers to promote
honest and ethical conduct; full, fair, accurate, timely and understandable disclosure; and compliance with applicable laws, rules and
regulations. We intend to disclose any changes in or waivers from our Code of Business Conduct and Ethics and our Code of Ethics for Financial
Executives by filing a Form 8-K or by posting such information on our website.

 Board of Directors

 Our board of directors currently consists of two
members. Our bylaws permit our board of directors to establish by resolution the authorized number of directors, and five directors are
currently authorized. On May 17, 2023, Mr. Marc Branson, a former Director of the Company, resigned from his position.

 Director Independence

 Under the rules of the national securities exchanges,
a majority of a listed company's board of directors must be comprised of independent directors, and each member of a listed company's
audit, compensation, and nominating and corporate governance committees must be independent as well. Under the same rules, a director
will only qualify as an "independent director" if that company's board of directors affirmatively determines that such
director has no material relationship with that company, either directly or as a partner, shareholder or officer of an organization that
has a relationship with that company. We evaluate independence by the standards for director independence established by applicable laws,
rules, and listing standards including, without limitation, the standards for independent directors established by The New York Stock
Exchange, Inc., the NASDAQ National Market, and the Securities and Exchange Commission.

 Subject to some exceptions, these standards generally
provide that a director will not be independent if (a) the director is, or in the past three years has been, an employee of ours; (b)
a member of the director's immediate family is, or in the past three years has been, an executive officer of ours; (c) the director
or a member of the director's immediate family has received more than $120,000 per year in direct compensation from us other than
for service as a director (or for a family member, as a non-executive employee); (d) the director or a member of the director's
immediate family is, or in the past three years has been, employed in a professional capacity by our independent public accountants, or
has worked for such firm in any capacity on our audit; (e) the director or a member of the director's immediate family is, or in
the past three years has been, employed as an executive officer of a company where one of our executive officers serves on the compensation
committee; or (f) the director or a member of the director's immediate family is an executive officer of a company that makes payments
to, or receives payments from, us in an amount which, in any twelve-month period during the past three years, exceeds the greater of $1,000,000
or two percent of that other company's consolidated gross revenues. Based on these standards, we have determined that our director
is not an independent director.

 Our board of directors has determined Mr. Orman
is "independent directors" as defined in the NASDAQ listing standards and applicable SEC rules.

 In addition, following the effectiveness of the
registration statement of which this report is a part, the members of our audit committee must satisfy the independence criteria set forth
in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or Rule 10A-3. In order to be considered to be independent for purposes
of Rule 10A-3, no member of the audit committee may, other than in his capacity as a member of the audit committee, the board of directors
or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the company
or any of its subsidiaries or (2) be an affiliated person of the company or any of its subsidiaries.

 Indemnification of Directors and Officers

 Our articles of incorporation provides that we
shall, to the fullest extent permitted by the laws of the State of Delaware, indemnify our directors, officers and certain other persons.
Our bylaws provides that our directors, officers and certain other persons shall be indemnified and held harmless by us to the fullest
extent permitted by the laws of the State of Delaware.

 Compliance with Section 16(a) of the Securities
Exchange Act of 1934

 Section 16(a) of the Securities Exchange Act requires
our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and
transactions in, our securities with the SEC and to provide us with copies of those filings.

 Based solely on our review of the copies of such
forms received by us, or written representations from certain reporting persons, we believe that during the year ended December 31, 2023,
none of our greater than 10% percent beneficial owners failed to comply on a timely basis with all applicable filing requirements under
Section 16(a) of the Exchange Act.

 ITEM 11 - EXECUTIVE COMPENSATION

 General Philosophy

 Our Board of Directors is responsible for establishing
and administering the Company's executive and director compensation.

 Executive Compensation

 The following summary compensation table indicates
the cash compensation earned from the Company during the years ended December 31, 2023 and 2022 for our named executive officers:

 SUMMARY COMPENSATION
 TABLE

 Name

 and Principal
 Position

 Fiscal

 Year

 Salary
 ($)

 Bonus
 ($)

 Stock
 Awards ($)

 Option
 Awards ($)

 Non-Equity
 Incentive Plan Compensation ($)

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

 All

 Other
 Compensation
 (6)

 ($)

 Total
 ($)

 Dominic
 Colvin

 2023

 148,767

 –

 –

 –

 –

 –

 –

 148,767

 Former
 CEO (1)

 2022

 –

 –

 –

 –

 –

 –

 Dean
 Medwid

 2023

 138,600

 –

 –

 –

 –

 –

 –

 138,600

 CEO
 (2)

 2022

 –

 –

 –

 –

 –

 –

 –

 –

 Andrew
 Steedman

 2023

 –

 –

 –

 –

 –

 –

 –

 –

 COO
 (3)

 2022

 –

 –

 –

 –

 –

 –

 John
 Cassels

 2023

 148,767

 –

 –

 –

 –

 –

 –

 148,767

 Former
 CFO (4)

 2022

 –

 –

 –

 –

 –

 –

 Oliver
 Foeste,

 2023

 –

 –

 –

 –

 –

 –

 22,683

 22,683

 CFO
 (5)

 2022

 –

 –

 –

 –

 –

 –

 –

 –

 (1)

 Mr. Colvin was appointed as the Company's Chief Executive Officer, President
 and a Director in April 2018. He resigned as CEO and President on May 30, 2023, but remains a Director of the Company.

 (2)

 Mr. Medwid was appointed as Chief Executive Officer of the Company on June 1, 2023.

 (3)

 Mr. Steedman resigned from the position in December 2022.

 (4)

 Mr. Cassels resigned from the position on October 13, 2023.

 (5)

 Mr. Foeste was appointed as Chief Financial Officer of the Company on October 13, 2023.

 (6)

 Professional fees incurred with Invictus, a company controlled by Mr. Foeste.

 Key Employee Employment Agreements

 The Company has an employment agreement with Dean
Medwid to serve as the Company's Chief Executive Officer. The Agreement is dated June 1, 2023. The Contracts provide for an annual
salary of CAD $207,900.

 The Company has Employment Agreements with Oliver
Foeste to serve as Chief Financial Officer ("CFO"). The Agreement is dated July 25, 2023. The Contracts provide for an approximate
rate for CFO services, financial reporting and bookkeeping up to $7,500 per month based on hourly rates.

 Options Granted to Named Executives

 None

 Outstanding Equity Awards at Fiscal Year End

 None

 Equity Compensation Plan Information and Issuances

 Our current policy is that all full-time key employees
are considered annually for the possible grant of stock options, depending upon qualifying performance criteria. The criteria for the
awards are experience, uniqueness of contribution to our business and the level of performance shown during the year. Stock options are
intended to enhance the ability of the Company and its Affiliates to attract and retain exceptionally qualified individuals upon whom,
in large measure, the sustained progress, growth and profitability of the Company depend.

 Pension Benefits

 None of our named executive officers is covered
by a pension plan or other similar benefit plan that provides for payments or other benefits at, following, or in connection with retirement.

 Nonqualified Deferred Compensation

 None of our named executive officers is covered
by a defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax qualified.

 Equity Incentive Plan

 As of the date of this Report we do not have any
equity compensation plan but may adopt one or more in the future.

 In accordance with the ACS 718, Compensation
- Stock Compensation, awards granted are valued at fair value at the grant date. The Company recognizes compensation expense on a
pro rata straight-line basis over the requisite service period for stock-based compensation awards with both graded and cliff vesting
terms. The Company recognizes the cumulative effect of a change in the number of awards expected to vest in compensation expense in the
period of change. The Company has not capitalized any portion of its stock-based compensation.

 Director Compensation

 In January 2019, the Board authorized and approved
a monthly director fee of $10,000 (CAD) for each director. Fees were accrued up to June 30, 2023, at which time the Board determined that
monthly director fees would no longer be paid to directors.

 We do not believe risks arising from our compensation
policies and practices for our employees are reasonably likely to have a material adverse effect upon us.

 Changes in Control

 There are currently no arrangements which may
result in a change of control of our company.

 Non-Cumulative Voting

 The holders of our shares of common stock do not
have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of Directors,
can elect all of the Directors to be elected, if they so choose. In such event, the holders of the remaining shares will not be able to
elect any of our Directors.

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

 Except as otherwise stated, the table below sets
forth in formation concerning the beneficial ownership of Common Stock as of December 31, 2023 for: (1) each director currently serving
on our Board of Directors; (2) each of our named executive officers; (3) our directors and executive officers as a group; and (4) each
person known to the Company to beneficially own more than 5% of the outstanding shares of Common Stock. As of December 31, 2023 there
were 440,752,302 shares of Common Stock outstanding, 84,416 Series A Preferred Shares convertible into 105,520,000 shares of Common Stock,
2,455,000 Series B Preferred Shares convertible into 2,455,000 shares of common stock, and 100,000 Series C Preferred Shares convertible
into $125,000,000 shares of Common Stock, for a total of 673,727,302 fully diluted shares. Except as otherwise noted, each stockholder
has sole voting and investment power with respect to the shares beneficially owned.

 Title of Class

 Name and Address of

 Beneficial Owner (1)

 Amount and Nature of

 Beneficial Ownership

 Percent of Class (2)

 Common

 Richard Orman
 3600, 888 - 3 rd Street SW
 Calgary, Alberta, T2P 5C5

 625,725

 Less than 1%

 Total Beneficial Holders as a Group

 12,000,725

 1.8%

 5% or greater shareholders

 Series A Preferred

 Clear Think Partners
 217 West 77 th Street #7W
 New York, New York 10024
 Rober Brown has voting control

 50,000,000

 7.4%

 Series C Preferred

 Koze Investments, LLC
327 N. Formosa Ave.
Los Angeles, CA, 55402

 62,500,000

 9.3%

 Series C Preferred

 Amir Tal
10/14 Kiryat
Jerusalem 55400
Israel

 62,500,000

 9.3%

 (1)

 The address of record is CannaPharmaRX, Inc., Suite 3600, 888 3rd Street SW Calgary,
 Alberta, T2P 5C5.

 (2)

 Applicable percentages are based on beneficially owned shares outstanding as of December 31, 2023
 and includes issued and outstanding shares of common stock, preferred shares as if converted to common stock as well as vested but
 unissued restricted shares. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment
 power with respect to securities. A person is deemed to be the beneficial owner of securities that can be acquired by such person within
 60 days whether upon the exercise of options or otherwise. Shares of Common Stock subject to options and warrants currently exercisable,
 or exercisable within 60 days after the date of this report, are deemed outstanding for computing the percentage of the person holding
 such securities but are not deemed outstanding for computing the percentage of any other person. Unless otherwise indicated in the
 footnotes to this table, the Company believes that each of the shareholders named in the table has sole voting power.

 ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE

 Transactions with Related Persons

 As of December 31, 2023, there have been no transactions,
or currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000
or one percent of the average of our total assets at year end for the last two completed years, and in which any of the following persons
had or will have a direct or indirect material interest.

 Named Executive Officers and Current Directors

 For information regarding compensation for our
named executive officers and current directors, see "Executive Compensation."

 ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES

 On November 6, 2023, BF Borgers, Certified Public
Accountants, our former independent registered public accounting firm resigned its role as the Company's independent auditor. On
November 3, 2023, Green Growth Certified Public Accountants, were appointed as our independent auditor.

 The following table summarizes the aggregate fees
for professional audit and other services rendered during the fiscal year ended December 31, 2023 and 2022:

 2023

 2022

 Accounting fees (1)

 $
 92,940

 $
 –

 Audit fees (2)

 75,000

 128,000

 $
 167,940

 $
 128,000

 (1)

 Accounting
fees represent fees for professional services provided by Invictus, a company controlled by the CFO of the Company, in connection with
the preparation of the Company's financial statements.

 (2)

 Audit fees represent
fees for professional services provided in connection with the audit of our financial statements and review of our quarterly financial
statements.

 The Board of Directors has reviewed and discussed
with the Company's management and Green Growth CPA, its independent registered public accounting firm the audited financial statements
of the Company contained in the Company's Annual Report on Form 10-K for the Company's 2023 fiscal year. The Board has also discussed
with the auditors the matters required to be discussed pursuant to SAS No. 61 (Codification of Statements on Auditing Standards, AU Section
380), which includes, among other items, matters related to the conduct of the audit of the Company's financial statements.

 The Board has received and reviewed the written
disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No.
1 (Independence Discussions with Audit Committees) and has discussed with its auditors its independence from the Company. The Board has
considered whether the provision of services other than audit services is compatible with maintaining auditor independence.

 Based on the review and discussions referred to
above, the Board approved the inclusion of the audited financial statements be included in the Company's Annual Report on Form 10-K
for its 2023 fiscal year for filing with the SEC.

 Pre-Approval Policies

 The Board's policy is to pre-approve all audit
services and all permitted non-audit services (including the fees and terms thereof) to be provided by the Company's independent
registered public accounting firm; provided, however, pre-approval requirements for non-audit services are not required if all such services
(1) do not aggregate to more than five percent of total revenues paid by the Company to its accountant in the fiscal year when services
are provided; (2) were not recognized as non-audit services at the time of the engagement; and (3) are promptly brought to the attention
of the Board and approved prior to the completion of the audit.

 ITEM 15 - EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

 The following exhibits are included with this
Report:

 31.1

 Certification of Chief Executive Officer required by Rule 13a-14(a) under the Exchange Act (filed herewith).

 31.2

 Certification of Chief Financial Officer required by Rule 13a-14(a) under the Exchange Act (filed herewith).

 Certification of Principal Executive, Financial and Accounting Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (filed herewith).

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 The following exhibits have previously been filed
with the Securities and Exchange Commission on the date indicated:

 Exhibit No.

 Description

 Filed With

 Date Filed

 EX-2 Exhibits: Plans of Acquisition, Reorganization, Arrangements Liquidations and Successions

 2.1

 Amended and Restated Membership Interest Purchase Agreement, dated November 22, 2023

 8-K dated 11/22/23

 12/06/2023

 EX-3 Exhibits: Articles of Incorporation/Organization and Bylaws

 3-1b

 Bylaws of Golden Dragon Holding Co. Adopted 12/31/10

 10-K for YE 12/31/13

 02/06/14

 3.1

 Certificate of Amendment of Certificate of Incorporation of Dragon Holding Co. dated 10/22/14 (changing name to CannaPharmaRx, Inc.) dated 10/22/14 filed with Delaware Secretary of State

 8-K Dated 10/23/14

 10/24/14

 EX-10 Exhibits: Material Contracts

 10.1

 Employment Agreement between CannaPharmaRX, Inc. and 1082900 BC Ltd. (Dean Medwid) dated May 22, 2023

 8-K dated 6/01/23

 06/23/2023

 ITEM 16 - FORM 10-K SUMMARY

 None

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned
thereunder duly authorized.

 Dated: May 16, 2024

 By:

 /s/ Dean Medwid

 Dean Medwid

 Chief Executive Officer

 By:

 /s/
Oliver Foeste

 Oliver Foeste

 Chief Financial Officer

 In accordance with the Exchange Act, this Annual
Report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on May 16, 2024.

 s/ Dominic Colvin

 Dominic Colvin

 Director

 s/ Richard D. Orman

 Richard D. Orman

 Director

 INDEX TO FINANCIAL STATEMENTS

 Page

 Report of the Independent Registered Accounting Firm

 Audited Financial Statements:

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the Years ended December 31, 2023, and 2022

 F- 4

 Consolidated Statements of Cash Flows for the Years ended December 31, 2023, and 2022

 Consolidated Statement of Changes in Stockholders' Deficit for the Years ended December 31, 2023, and 2022

 Notes to the Consolidated Financial Statements

 F- 1

 Report of
Independent Registered Public Accounting Firm

 To the Board of Directors and

Stockholders of CannaPharmaRx, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheet of CannaPharmaRx, Inc. (the Company) as of December 31, 2023, and the related statements of income, stockholders'
equity, and cash flows for the year then and the related notes (collectively referred to as the financial statements). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and
the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in
the United States of America.

 The consolidated financial statements of the Company
as of December 31, 2022, were audited by other auditors whose report dated September 1, 2023, expressed an unqualified opinion on those
statements.

 Going Concern

 The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements,
the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. The consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

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

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

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

 GreenGrowth
CPAs

 May 16, 2024

 Los Angeles, California

 We have served as the Company's auditor
since 2023

 PCAOB ID Number 6580

 F- 2

 CANNAPHARMAX, INC.

 CONSOLIDATED BALANCE SHEETS

 December 31,
 2023

 December 31,
 2022

 ASSETS

 Current assets

 Cash

 $

 $
 2,317

 Goods and services tax receivable

 61,524

 23,251

 Prepaid expense

 –

 68,539

 Inventory

 1,133,668

 –

 Other assets

 –

 5,907

 Total current assets

 1,195,842

 100,014

 Non-current assets

 Property, plant and equipment, net

 161,540

 107,780

 Right-of-use building, net

 5,870,141

 6,050,540

 Investments

 4,518,127

 78,760

 Total assets

 $
 11,745,650

 $
 6,337,094

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities

 Accounts payable and accrued liabilities

 $
 8,781,169

 $
 7,805,865

 Accrued interest

 523,680

 151,925

 Accrued legal settlement

 190,000

 190,000

 Notes payable

 3,333,925

 7,715,858

 Convertible notes - net of discount

 1,520,858

 1,141,060

 Derivative liability

 1,264,388

 1,008,868

 Loan payable - related party

 2,155,484

 74,497

 Liability for right-of-use building, current portion

 190,177

 260,432

 Obligation to issue shares

 204,220

 –

 Total current liabilities

 18,163,901

 18,348,505

 Non-current liability

 Liability for right-of-use building

 5,734,962

 5,333,045

 Total liabilities

 23,898,863

 23,681,550

 STOCKHOLDERS' DEFICIT

 Preferred stock, Series A, $ 1.00 par value, 100,000 shares authorized, 84,416 issued and outstanding as at December 31, 2023 and December 31, 2022

 Preferred Stock Series B, $ 1.00 par value, 3,000,000 shares authorized, 2,455,000 and 2,475,000 shares issued and outstanding as at December 31, 2023 and December 31, 2022, respectively

 2,455,000

 2,475,000

 Preferred Stock Series C, $ 1.00
 par value, 100,000
 shares authorized, 100,000
 and nil 0 shares issued and outstanding as at December 31, 2023 and December 31, 2022, respectively

 750,000

 –

 Common stock, $ 0.0001 par value; 5,000,000,000 shares authorized, 440,752,302 and 274,124,622 issued and outstanding as at December 31, 2023 and December 31, 2022, respectively

 44,075

 27,412

 Treasury stock, 6,230,761 and 133,200 shares as at December 31, 2023 and December 31, 2022, respectively

 ( 13
)

 Additional paid-in capital

 75,826,669

 74,795,112

 Accumulated deficit

 ( 91,278,353
)

 ( 94,966,809
)

 Accumulated other comprehensive income

 ( 35,617
)

 240,426

 Total stockholders' deficit

 ( 12,153,213
)

 ( 17,344,456
)

 Total liabilities and stockholders' deficit

 $
 11,745,650

 $
 6,337,094

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

 F- 3

 CANNAPHARMAX, INC.

 CONSOLIDATED STATEMENTS OF OPERATIONS

 For the years ended December 31, 2023 and 2022

 2023

 2022

 Revenue

 $
 –

 $
 –

 Operating expenses

 Amortization and depreciation

 127,847

 294,934

 General and administrative

 703,596

 2,226,668

 Payroll and consulting fees

 412,083

 1,979,202

 Professional fees

 334,979

 506,833

 Rent

 2,599

 12,307

 Stock-based compensation

 –

 Travel and entertainment

 –

 10,886

 Total operating expenses

 1,581,104

 5,211,809

 Loss from operations

 ( 1,581,104
)

 ( 5,211,809
)

 Other income (expenses)

 Change in the fair value of derivative liability

 ( 255,520
)

 ( 501,374
)

 Change in the fair value of obligation to issue shares

 401,778

 –

 Interest expense

 ( 1,690,924
)

 ( 2,290,319
)

 Loss on the extinguishment of debt

 ( 654,919
)

 ( 929,912
)

 Loss on impairment of investment

 ( 78,760
)

 –

 Other income

 –

 402,394

 Gain on loan dissolution

 7,547,905

 –

 Total other income (expenses), net

 5,269,560

 ( 3,319,211
)

 Net income (loss)

)

 Foreign currency translation adjustment

 ( 276,043
)

 612,335

 Net comprehensive loss

 $
 3,412,413

 $
 ( 7,918,685
)

 Basic and diluted loss per common share

 $
 0.01

 $
 ( 0.04
)

 Weighted average number of shares outstanding

 308,937,710

 211,044,357

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

 F- 4

 CANNAPHARMAX, INC.

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 For the years ended December 31, 2023 and 2022

 2023

 2022

 Operating activities

 Net income (loss)

 $

 $
)

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

 Amortization of debt discount

 –

 478,660

 Advertising expense paid with common stock

 –

 117,000

 Amortization and depreciation

 127,847

 294,934

 Change in the fair value of derivative liability

 255,520

 501,374

 Change in the fair value of obligation to issue shares

 ( 401,778
)

 –

 Interest expense

 1,690,924

 –

 Loss on extinguishment of debt

 654,919

 929,912

 Loss on impairment of investment

 78,760

 –

 Stock-based compensation

 –

 Stock issued in connection with financing

 –

 631,507

 Gain on loan dissolution

 ( 7,547,905
)

 –

 Changes in operating assets and liabilities:

 Goods and services tax receivable

 ( 38,273
)

 ( 21,593
)

 Prepaid expenses

 68,539

 ( 68,539
)

 Inventory

 ( 1,133,668
)

 –

 Other assets

 5,907

 ( 44,553
)

 Accounts payable and accrued liabilities

 129,984

 3,979,549

 Accrued interest

 146,316

 103,427

 Net cash used in operating activities

 ( 2,274,452
)

 ( 1,448,363
)

 Investing activity

 Purchases of property, plant and equipment

 ( 80,634
)

 ( 115,998
)

 Net cash used in investing activity

 ( 80,634
)

 ( 115,998
)

 Financing activities

 Proceeds from related party loans

 1,947,309

 54,739

 Proceeds from convertible notes

 406,110

 912,952

 Proceeds from sale of common stock in private placements

 –

 290,012

 Common stock issued in connection with financing

 –

 147,000

 Net cash provided by financing activities

 2,353,419

 1,404,703

 Effects of exchange rates on cash

 –

 134,208

 Net change in cash

 ( 1,667
)

 ( 159,658
)

 Cash, beginning of period

 2,317

 27,767

 Cash, end of period

 $

 $
 2,317

 Supplemental disclosure of cash flow information:

 Cash paid for interest

 $
 –

 $
 –

 Supplemental disclosure of non-cash flow investing and financing activities:

 Acquisition of right-of-use assets for lease obligations

 $
 –

 $
 5,727,811

 Preferred stock issued as a deposit on an acquisition

 $
 –

 $
 52,594

 Preferred stock and warrants issued for an investment

 $
 912,129

 $
 –

 Promissory notes issued for an investment

 $
 3,000,000

 $
 –

 Common stock issued for advertising expense

 $
 –

 $
 117,000

 Common stock issued to convert to preferred stock

 $
 19,998

 $
 –

 Common stock issued to convert convertible notes and accrued interest into equity

 $
 866,701

 $
 1,321,973

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

 F- 5

 CANNAPHARMAX, INC.

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
 DEFICIT

 Preferred
 Stock

 Series A

 Preferred
 Stock

 Series B

 Preferred
 Stock

 Series C

 Common Stock

 Treasury Stock

 Additional

 Accumulated Other

 Paid in

 Accumulated

 Comprehensive

 Value

 Value

 Value

 Value

 Value

 Capital

 Deficit

 Loss

 Deficit

 Balance, December 31, 2021

 67,191

 $
 67,191

 475,000

 $
 475,000

 –

 $
 –

 125,509,810

 $
 12,551

 133,200

 $
 ( 13
)

 $
 73,055,579

 $
 ( 86,164,319
)

 $
 ( 371,909
)

 $
 ( 12,925,920
)

 Conversion of Series A Preferred
 Stock to common stock

 ( 22,775
)

 ( 22,775
)

 –

 –

 –

 –

 28,468,750

 2,847

 –

 –

 19,928

 –

 –

 –

 Conversion of common shares to Series
 A Preferred Stock

 40,000

 40,000

 –

 –

 –

 –

 ( 25,000,000
)

 ( 2,500
)

 –

 –

 696,998

 –

 –

 734,498

 Conversion of convertible notes to
 common shares

 –

 –

 –

 –

 –

 –

 97,646,062

 9,764

 –

 –

 1,494,819

 –

 –

 1,504,583

 Sale of common stock in private placement

 –

 –

 –

 –

 –

 –

 27,500,000

 2,750

 –

 –

 287,262

 –

 –

 290,012

 Issuance of Series B Preferred Stock
 for deposit on acquisition

 –

 –

 2,000,000

 2,000,000

 –

 –

 –

 –

 –

 –

 ( 1,947,406
)

 –

 –

 52,594

 Issuance of common stock for services

 –

 –

 –

 –

 –

 –

 9,000,000

 –

 –

 116,100

 –

 –

 117,000

 Commitment shares issued with convertible
 note

 –

 –

 –

 –

 –

 –

 11,000,000

 1,100

 –

 –

 145,900

 –

 –

 147,000

 Beneficial conversion feature of
 convertible notes

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 473,483

 –

 –

 473,483

 Stock based compensation related
 to warrant issuances

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 Correction for error

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 271,470

 ( 271,470
)

 –

 –

 Change in foreign currency translation

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 612,335

 612,335

 Net loss

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

)

 –

)

 Balance, December 31, 2022

 $

 2,475,000

 $
 2,475,000

 –

 $
 –

 274,124,622

 $
 27,412

 133,200

 $
 ( 13
)

 $
 74,795,112

 $
 ( 94,966,809
)

 $
 240,426

 $
 ( 17,344,456
)

 Issuance of Warrants for LTB investment

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 162,129

 –

 –

 162,129

 Conversion of Series B to common
 stock

 –

 –

 ( 20,000
)

 ( 20,000
)

 –

 –

 20,000

 –

 –

 19,998

 –

 –

 –

 Conversion of convertible notes to
 common shares

 –

 –

 –

 –

 –

 –

 172,705,241

 17,271

 –

 –

 849,430

 –

 –

 866,701

 Common stock returned to treasury

 –

 –

 –

 –

 –

 –

 ( 6,097,561
)

 ( 610
)

 6,097,561

 –

 –

 –

 –

 Issuance of Series C Preferred for
 LTB investment

 –

 –

 –

 –

 100,000

 750,000

 –

 –

 –

 –

 –

 –

 –

 750,000

 Change in foreign currency translation

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 ( 276,043
)

 ( 276,043
)

 Net income

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 –

 Balance, December
 31, 2023

 $

 2,455,000

 $
 2,455,000

 100,000

 $
 750,000

 440,752,302

 $
 44,075

 6,230,761

 $

 $
 75,826,669

 $
 ( 91,278,353
)

 $
 ( 35,617
)

 $
 ( 12,153,213
)

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

 F- 6

 NOTE 1 - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

 CannaPharmaRX, Inc. ("CPRX" or
the "Company") was originally incorporated in the state of Colorado in August 1998 as Network Acquisitions, Inc. The
Company focuses its business efforts on evaluation, negotiation, acquisition, and development of cannabis cultivation projects in
Canada.

 On January 6, 2022, the Company entered into a
20-year operating lease with Formosa Mountain Ltd. for the use of a leased facility located in Cremona, Alberta, Canada. The facility
was built in 2015 and was previously operating as a cannabis production facility until it was decommissioned, and the license cancelled
by the previous owner making the facility ready for sale in 2020.

 CPRX recommissioned the 55,000 square foot facility
which contains 11 growing rooms and 10 drying and packing rooms into a new indoor cannabis farm during 2022. The Company received an operating
license from Health Canada on December 9, 2022, and a cannabis license from the Canada Revenue Agency ("CRA") on December
22, 2022.

 On February 21, 2023,
the Company entered into a supply agreement with Y.S.A. Holdings Ltd ("Y.S.A."), an Israeli corporation, whereby the
Company will supply 450kg of cannabis biomass in the form of dried flowers and dried trim per annum to Y.S.A over a two-year period. No
biomass has been delivered to Y.S.A as at the date of this Report.

 Under the new license the dates of the harvests
during the year ended December 31, 2023 were August 10, September 12, October 2, October 6, and November 25, 2023. The five harvests cumulatively
yielded total saleable cannabis flower product of approximately 300 kilograms.

 Preliminary discussions with export partners would
set conditional per gram pricing at approximately $3.30 Canadian dollars ("CAD") per gram. This price would be based on achieving
satisfactory test results associated to tetrahydrocannabinol ("THC") and cannabidiol ("CBD") content of the dried
flower.

 Basis of presentation

 The accompanying financial statements have been
prepared in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standard Codification, the source
of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial
statements in conformity with generally accepted accounting principles in the United States of America ("US GAAP").

 All figures are in United States ("US") dollars ("USD")
unless indicated otherwise.

 Use of estimates

 The preparation of financial statements in conformity
with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. The most
significant estimates relate to the purchase price allocation of acquired businesses, the impairment of long-lived assets, the valuation
of financial instruments, the provision of income taxes and contingencies. The Company bases its estimates on historical experience, known
or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as at
the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts
of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

 F- 7

 NOTE 1 - NATURE OF OPERATIONS AND SIGNIFICANT
ACCOUNTING POLICIES (continued)

 Cash

 The Company considers all its cash in bank accounts
and its highly liquid temporary cash investments with an original maturity of three months or less to be cash and cash equivalents. On
December 31, 2023, the Company had cash of $ 650 (December 31, 2022 - $ 2,317).

 Inventory

 Inventory is valued at the lower of cost and net
realizable value, with cost determined using the weighted average cost method. Net realizable value is calculated as the estimated selling
price in the ordinary course of business, less any estimated costs to complete and sell the goods. Costs are capitalized to inventory,
until substantially ready for sale. Costs include direct and indirect labor, raw materials, consumables, packaging supplies, utilities,
facility costs, quality and testing costs, production related depreciation, and other overhead costs.

 Leases

 The Company recognizes right-of-use assets and
corresponding liabilities for leases with terms greater than 12 months or leases that contain a purchase option that is reasonably certain
to be exercised as either operating or finance leases at the inception of an agreement where it is determined that a lease exists. This
classification of operating or finance lease determines the presentation of corresponding expenses over the lifetime of the lease.

 Finance lease assets represent the right to use
an underlying asset for the lease term, and finance lease liabilities represent the obligation to make lease payments arising from the
lease. These assets and liabilities are recognized based on the present value of future payments over the lease term at commencement date.
A collateralized incremental borrowing rate based on the information available at commencement date, including lease term, is used in
determining the present value of future payments. This incremental borrowing rate is updated in the event of a lease modification such
as a renewal or option that adds time and payments to a lease. A lease term generally does not include an option to extend or terminate
the lease, unless there is a reasonable certainty that the option will be exercised. Fixed payments may contain predetermined fixed rent
escalations. The Company recognizes the expense related to finance leases using the effective interest rate method from the commencement
date to the end of the lease term. Certain lease contracts contain non-lease components such as maintenance, utilities, fuel and other
services. The Company recognizes both the lease and non-lease component for each right-of-use asset.

 Short-term leases (that have an initial term less
than 12 months or that are cancellable by the lessor and lessee without significant penalties) are expensed as they are incurred.

 Derivative financial instruments

 Terms of convertible and other promissory notes
are reviewed to determine whether they contain embedded derivative instruments that are required to be accounted for separately from the
host contract and recorded on the balance sheet at fair value. The fair value of derivative instruments is required to be revalued at
each reporting date, with corresponding changes in fair value recorded in the current period operating results. Derivative liabilities
arose due to the issuance of variably priced convertible notes. For the year ended December 31, 2023, the Company had derivative liabilities
of $ 1,264,388 (December 31, 2022 - $ 1,008,868).

 The Company does not use derivative instruments
to hedge exposures to cash flow, market, or foreign currency risk.

 F- 8

 NOTE 1 - NATURE OF OPERATIONS AND SIGNIFICANT
ACCOUNTING POLICIES (continued)

 Foreign currency translation

 The functional currency and the reporting currency
of the Company's US operations is USD. The functional currency of the Company's Canadian operations is CAD. Management adopted
ASC 830 Foreign Currency Matters for transactions that occur in foreign currencies. Monetary assets denominated in foreign currencies
are translated using the exchange rate prevailing at the balance sheet date. Average monthly rates are used to translate revenues and
expenses.

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

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

 These translation adjustments are reflected in
accumulated other comprehensive income, a separate component of the Company's stockholders' deficit.

 Harmonized sales tax

 The Canadian Goods and Services Tax ("GST")
is a 5% tax applied to taxable goods and services. GST is a consumption tax paid by the consumer at the point of sale The vendor or seller
collects the tax proceeds from consumers by adding the GST rate to the cost of goods and services. They then remit the total collected
tax, less input tax credits for GST paid to vendors, to the government periodically.

 The GST is in effect Canada-wide, although is
sometimes combined with a Provincial Sales Tax and referred to as a Harmonized Sales Tax. The GST is collected by the Canada Revenue Agency,
which remits the appropriate amounts to the participating provinces.

 Stock-based compensation

 The Company has adopted ASC Topic 718 Compensation
- Stock Compensation, which establishes a fair value method of accounting for stock-based compensation plans. In accordance with guidance
now incorporated in ASC Topic 718, the fair value of stock options and warrants issued to employees and non-employees is measured on the
grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model. The resulting amount is
charged to expense on a straight-line basis over the period in which the Company expects to receive the benefit, which is generally the
vesting period. The fair value of share purchase warrants was determined at the date of grant using the Black-Scholes option pricing model.
The Black-Scholes option pricing model requires management to make various estimates and assumptions, including expected term, expected
volatility, risk-free rate, and dividend yield. The Company had no stock options outstanding as at December 31, 2023 or 2022.

 F- 9

 NOTE 1 - NATURE OF OPERATIONS AND SIGNIFICANT
ACCOUNTING POLICIES (continued)

 Long-lived assets

 The Company evaluates the recoverability of its
long-lived assets whenever events or changes in circumstances have indicated that an asset may not be recoverable. The long-lived asset
is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other
groups of assets and liabilities. If the sum of the projected undiscounted cash flows is less than the carrying value of the assets, the
assets are written down to the estimated fair value.

 Fair values of assets and liabilities

 The Company groups its financial assets and financial
liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded, and
the reliability of the assumptions used to determine fair value.

 Level 1:

 Valuation is based on quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

 Level 2:

 Valuation is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. For example, Level 2 assets and liabilities may include debt securities with quoted prices that are traded less frequently than exchange-traded instruments.

 Level 3:

 Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category generally includes certain private equity investments and long-term derivative contracts.

 The fair value hierarchy also requires an entity
to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

 Financial instruments

 The estimated fair value for financial instruments
was determined at discrete points in time based on relevant market information. These estimates involve uncertainties and could not be
determined with exact precision. The fair value of the Company's financial instruments, which include cash, prepaid expenses, accounts
payable, and the related party loan, each approximate their carrying value due either to their short length to maturity or interest rates
that approximate prevailing market rates.

 F- 10

 NOTE 1 - NATURE OF OPERATIONS AND SIGNIFICANT
ACCOUNTING POLICIES (continued)

 Income taxes

 The Company accounts for income taxes under the
liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events
that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined
based on the difference between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for
the year in which the differences are expected to reverse.

 Earnings (loss) per share

 Earnings (loss) per share is presented in accordance
with Accounting Standards Update ("ASU"), Earnings per Share (Topic 260), which requires the presentation of both basic
and diluted earnings per share ("EPS") on the income statements.

 Basic EPS excludes any dilutive effects of options,
warrants, and convertible securities but does include the restricted shares of common stock issued. Basic EPS calculations are determined
by dividing net income by the weighted average number of shares of common stock outstanding during the year.

 Diluted EPS reflects the potential dilution that
would occur if securities or other contracts to issue common stock were exercised or converted to common stock. Diluted EPS calculations
are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

 Recently issued accounting pronouncements

 The Company has implemented all new accounting
pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements
that have been issued that might have a material impact on its financial position or results of operations.

 Prior year comparatives

 To conform with current year presentation, as
at December 31, 2022, the Company accrued $922,918 (CAD $1,250,000) for a non-refundable deposit related to a lease agreement (Note 11),
which increased the right of use asset (Note 5) by $922,918, and also increased accounts payable and accrued liabilities (Note 7) by $922,918.

 NOTE 2 - GOING CONCERN AND LIQUIDITY

 As at December 31, 2023, the Company had cash
of $ 650 (December 31, 2022 - $ 2,317). Additionally, as at December 31, 2023, the Company had a working capital deficiency totaling $ 16,968,059
(December 31, 2022 - $ 18,248,491) and an accumulated deficit of $ 91,278,353 (December 31, 2022 - $ 94,966,809).

 These financial statements have been prepared
on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal
course of business. Based on current financial projections, the Company does not have sufficient existing cash resources to fund its current
limited operations. Accordingly, there is substantial doubt about the Company's ability to continue as a going concern.

 It is the Company's intention to incur debt
and/or raise additional funding through equity financing to fund ongoing operating expenses. There is no assurance that these events will
be satisfactorily completed or at terms acceptable to the Company. Any issuance of equity securities, if accomplished, could cause substantial
dilution to existing stockholders. Any failure by the Company to successfully implement these plans would have a material adverse effect
on its business, including the possible inability to continue operations.

 F- 11

 NOTE 3 - INVENTORY

 A summary of the Company's inventory as
at December 31, 2023 and 2022 is as follows:

 Schedule of inventory

 2023

 2022

 Finished goods

 $
 472,361

 $
 –

 Work in process

 661,307

 –

 Total

 $
 1,133,668

 $
 –

 NOTE 4 - PROPERTY, PLANT AND EQUIPMENT

 A summary of the Company's property, plant
and equipment as at December 31, 2023 is as follows:

 Schedule of property and equipment

 Gross

 Carrying

 Amount

 Accumulated Depreciation

 Net Book

 Value

 Computers, office and plant equipment

 $
 209,449

 $
 ( 47,909
)

 $
 161,540

 A summary of the Company's property, plant
and equipment as at December 31, 2022 is as follows:

 Gross

 Carrying

 Amount

 Accumulated Depreciation

 Net Book

 Value

 Computers, office and plant equipment

 $
 125,786

 $
 ( 18,006
)

 $
 107,780

 For the years ended December 31, 2023 and 2022,
the Company recorded depreciation expense of $ 28,879 and $ 12,844 respectively, related to these fixed assets.

 F- 12

 NOTE
5 - RIGHT-OF-USE BUILDING

 A summary of the Company's right-of-use
building asset at December 31, 2023 and 2022 is as follows:

 Schedule of right of use building

 2023

 2022

 Opening balance

 $
 6,050,540

 $
 –

 Additions

 –

 6,320,666

 Depreciation

 ( 180,399
)

 ( 270,126
)

 Closing balance

 $
 5,870,141

 $
 6,050,540

 Included in the additions for the year ended December
31, 2022 is a $ 922,918 increase relating to a lease liability deposit (See Notes 1 and 11).

 NOTE 6 - INVESTMENTS

 During the year ended December 31, 2023, the Company
determined that its investment in Klonetics, Inc., consisting of 83,333 Class A common shares purchased on October 6, 2020 at $0.60 CAD
per share and 83,333 Class A common shares purchased on January 15, 2021 at $0.60 CAD per share, had no value and impaired the value of
the investment to $nil. As a result, the Company recorded a loss on impairment of investment of $ 78,760 for the year ended December 31,
2023.

 On November 22, 2023, the Company closed a deal
with LTB Management, LLC ("LTB") whereby the Company obtained 100 Class B units of LTB in exchange for consideration of 27,224,962
warrants, each entitling the holder to purchase one share of common stock of the Company at $ 0.02 per share until November 22, 2028; $ 3,000,000
in promissory notes payable to the sellers; and 100,000 Class C preferred shares, each convertible into 1,250 common shares.

 Contingent consideration includes a quarterly
true up of the sellers' preferred share proportional ownership to 33 % of the outstanding shares of the Company's common stock,
and an earn out whereby the sellers can earn up to an additional 12% pro-rata preferred share proportional ownership (which, if earned,
will result in the true up increasing by the pro-rata preferred share proportional ownership earned) based on the Company reaching a threshold
of $ 2,500,000 annual revenue at any time until November 22, 2025. As at December 31, 2023, the Company has an obligation to issue an additional
 14,759 Class C preferred shares to the sellers under the true up, valued at $ 204,220.

 F- 13

 NOTE 7 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 Accounts payable are initially recognized at the
transaction price and subsequently measured at the undiscounted amount of cash or other consideration expected to be paid. Accrued expenses
are recognized based on the expected amount required to settle the obligation or liability.

 A summary of the Company's accounts payable
and accrued liabilities as at December 31, 2023 and 2022 is as follows:

 Schedule of accounts payable and accrued liabilities

 2023

 2022

 Accounts payable and accrued expenses

 $
 8,781,169

 $
 7,805,865

 Accrued legal settlement (a)

 190,000

 190,000

 Total accounts payable and accrued liabilities

 $
 8,971,169

 $
 7,995,865

 (a)

 The Company had previously been a party to an action filed by Gary M. Cohen, a former officer and director of the Company in 2014. In March 2015, the Company entered into a settlement agreement with Mr. Cohen wherein the Company agreed to repurchase 2,250,000 shares of its common stock from Mr. Cohen in consideration for $350,000. Mr. Cohen passed away while there was a remaining balance of $190,000 remaining to be paid in accordance with the settlement agreement. The Company has taken the position that his death has discharged any obligation the Company might have to make the balance of the payments. The Company has not received any demand for payment or otherwise been involved in any attempt to collect this balance for a period of greater than two years prior to the date of this Report.

 Included in the accounts payable and accrued liabilities for the year
ended December 31, 2022 is a $922,918 increase relating to a lease liability deposit (See Notes 1 and 11).

 NOTE 8 - NOTES PAYABLE

 A summary of the Company's notes payable
as at December 31, 2023 and 2022 is as follows:

 Schedule of notes payable

 2023

 2022

 Promissory notes (ASM)

 $
 –

 $
 7,382,998

 CEBA Loan

 45,365

 44,300

 Promissory notes (secured investors)

 288,560

 288,560

 Promissory notes (LTB Transaction)

 3,000,000

 –

 Total notes payable

 $
 3,333,925

 $
 7,715,858

 F- 14

 NOTE 8 - NOTES PAYABLE (continued)

 Pursuant to the terms of a securities purchase
agreement with Alternative Medical Solutions, Inc. ("AMS"), entered into on December 31, 2018 in the province of Ontario,
the Company issued a non-interest-bearing $ 7,330,000 ($ 10,000,000 CAD) promissory note. The promissory note matured on December 24, 2021,
and is past due.

 As at December 31, 2023, the promissory note does
not represent a current obligation due to the statute of limitations in which the lender could have entered a claim being reached in the
province of Ontario as at December 24, 2023. As such, at December 31, 2023, the Company has recognized a gain on debt dissolution for
the full amount owing to AMS of $ 7,477,554 representing the full balance of the promissory note.

 Due to the global COVID 19 outbreak, the Government
of Canada introduced the Canada Emergency Business Account ("CEBA") program. CEBA provided an interest free loan ("CEBA
Loan") of up to $60,000 CAD to eligible businesses. On September 14, 2023, the Government of Canada announced changes to the maturity
date of the CEBA Loan, which was extended to December 31, 2026. The loan will remain interest-free until January 18, 2024 with a rate
of 5% per annum being applied from January 19, 2024. Repayment of $40,000 CAD by January 18, 2024 will result in a $20,000 CAD loan forgiveness.
The CEBA Loan remained outstanding on January 18, 2024, and has been converted to a non-amortizing term loan with the full principal repayment
due on December 31, 2026. The Company received the full $60,000 CAD loan amount and as at December 31, 2023 and 2022 the Company's
CEBA Loan balance is $ 45,365 ($ 60,000 CAD) and $ 44,300 ($ 60,000 CAD), respectively.

 During the year ended December 31, 2021, the Company
entered into promissory note agreements with secured investors for non-interest-bearing notes maturing within 12 months with a total value
of $ 238,560 ($ 300,000 CAD). These notes are secured by a general security agreement over all present and after acquired property, assets,
and undertakings. As at December 31, 2023 and 2022, the notes are past due and owing in the amount of $ 238,560 ($ 300,000 CAD) and $ 238,560
($ 300,000 CAD), respectively.

 NOTE 9 - CONVERTIBLE NOTES AND DERIVATIVE LIABILITY

 A summary of the Company's convertible notes is as follows:

 Schedule of convertible notes

 Balance, December 31, 2021

 $
 943,017

 Proceeds received

 912,952

 Value of convertible notes converted to 97,646,062 common shares

 ( 552,517
)

 Note discount

 ( 162,392
)

 Balance, net of note discount, December 31, 2022

 1,141,060

 Proceeds received

 439,501

 Value of conversion of notes to 166,607,680 common shares

 ( 222,096
)

 Note discount

 162,393

 Balance, December 31, 2023

 $
 1,520,858

 During years ended December 31, 2023 and
2022, the Company recorded a loss on conversion of $ 654,919 and $ 929,912, respectively; interest expense of $ 191,030 and $ 121,248, respectively;
and amortized $ 162,392 and $ 478,660, respectively, of note discount which was charged to interest expense.

 F- 15

 NOTE 9 - CONVERTIBLE NOTES AND DERIVATIVE LIABILITY
(continued)

 A summary of the terms and conditions of the
convertible notes outstanding as at December 31, 2023 is as follows:

 Schedule of convertible notes outstanding

 Maturity Date

 Interest Rate

 Conversion price

 Principal at

 inception

 Principal

 outstanding

 $

 $

 Jan. 7, 2021

 8 %

 75% of the lowest 20-day share price before the conversion date

 100,000

 100,000

 Dec. 11, 2022

 24 %

 Lowest of the 60-day share price before the conversion date

 312,500

 312,500

 Nov. 1, 2023

 10 %

 50% of lowest 20-day share price before the conversion date

 35,000

 38,534

 Nov. 3, 2023

 10 %

 61% of the lowest 20-day share price before the conversion date

 54,250

 17,321

 Dec. 13, 2023

 10 %

 61% of lowest 20-day share price before the conversion date

 53,750

 53,750

 Jan. 28, 2024

 10 %

 61% of lowest 20-day share price before the conversion date

 43,750

 43,750

 Feb. 06, 2024

 10 %

 61% of lowest 20-day share price before the conversion date

 55,000

 55,000

 Mar. 28, 2024

 10 %

 61% of lowest 20-day share price before the conversion date

 55,000

 55,000

 May 5, 2024

 12 %

 Lesser of $0.0025 or 70% of lowest 5-day share price before the conversion date

 60,000

 60,000

 769,250

 735,855

 As at December 31, 2023, the Company had
$ 348,577 (December
31, 2022 - $ 151,925)
in accrued interest on these notes, recorded in accounts payable and accrued liabilities, and $ nil (December 31, 2022 - $ 162,932)
in unamortized note discount related to these notes.

 As at the date of this Report, all convertible
notes were past their maturity date. Additionally, as a result of the late filing of previous Reports, and the loss of the Company's
active listing in the OTC market, the penalty provisions of all convertible notes outstanding became effective. The Company estimated
that the maximum penalty provisions amounted to one times the face value of all convertible notes outstanding and recorded an accrued
liability for penalties amounting to $ 1,303,452, which has been recorded in accounts payable and accrued liabilities.

 The convertible notes were determined to be compound
instruments, comprising separate financial instruments, being the debt obligation and the conversion option, which were bifurcated and
are presented separately on the consolidated balance sheets. As the number of common shares to be issued on exercise of the conversion
option is contingent on a variable share price, the conversion option has been classified as a derivative liability.

 As at December 31, 2023 the Company had derivative
liabilities of $ 1,264,388 (December 31, 2022 - $ 1,008,868).

 A summary of the Company's weighted average
inputs used in the Black-Scholes option pricing model for derivative liabilities valuation as at December 31, 2023 is as follows:

 Schedule of assumption used for derivative liabilities

 2023

 Stock Price

 $
 0.002

 Exercise Price

 $
 0.001

 Risk-free interest rate

 3.91%

 Expected volatility

 240.65%

 Expected life

 1.00 years

 Expected dividend yield

 0.00%

 F- 16

 NOTE 9 - CONVERTIBLE NOTES AND DERIVATIVE LIABILITY
(continued)

 The risk-free interest rate was based on rates
established by the Federal Reserve Bank. The Company uses the historical volatility of its common stock to estimate the future volatility
of its common stock. The expected life of the conversion feature of the notes was based on the remaining term of the notes. The expected
dividend yield was based on the fact that the Company has not customarily paid dividends in the past and does not expect to pay dividends
in the future.

 NOTE 10 - RELATED PARTY TRANSACTIONS

 A summary of the Company's related party
liabilities as at December 31, 2023 and 2022 is as follows:

 Schedule of related party liabilities

 2023

 2022

 Loan payable - related party

 $
 2,155,484

 $
 74,497

 Liability for right-of-use building, current portion

 190,177

 260,432

 Liability for right-of-use building

 5,734,962

 5,333,045

 Total loan payable, related parties

 $
 8,080,623

 $
 5,667,974

 The loan payable to related parties is comprised
of a $ 13,918 interest-free loan from the Company's former CEO and a $ 2,141,566 promissory note from a shareholder of the Company and principal
of Koze Investments, LLC ("Koze") whereby on May 25, 2023, Koze agreed to advance up to $2,000,000 to the Company in funding
to pay for certain documented Company expenses. The promissory note with Koze bears interest at 24 % compounded monthly. As at December
31, 2023, the accrued interest on the promissory note amounted to $ 160,366.

 Effective January 1, 2022, the Company entered
into a lease agreement with Formosa Mountain Ltd., whose principal shareholder is also the principal shareholder of Koze, to lease a
cannabis production facility in Cremona, Alberta, Canada. The facility is a 55,000 square foot, 6,000 kg per year plant, built in 2015.
The lease payments are $82,500 CAD per month increasing by 5% each year. The lease has a 20-year term. As at December 31, 2023 and 2022,
the Company was in arrears by $ 1,534,478
 ($ 2,029,500
 CAD) and $ 730,951
 ($ 990,000
 CAD), respectively, on its monthly lease payment. The amount in arrears is included in accounts payable and accrued liabilities
(Note 7).

 Effective February 1, 2023, the Company
entered into a lease agreement to lease one office at Suite 3600, 888 5 th Avenue SW, Calgary, Alberta, Canada, T2P 3R7.
The rent is $500 CAD per month. This space was provided by a company to which Mr. Orman, one of the Company's directors,
serves as a director. During the years ended December 31, 2023 and 2022, the Company incurred rent expense in total of $ 2,599
and $ 12,307, respectively.

 F- 17

 NOTE 11 - LIABILITY FOR RIGHT-OF-USE BUILDING

 As at December 31, 2022, the Company accrued $922,918
(CAD $1,250,000) for a non-refundable deposit related to the right-of-use building lease which increased the right-of-use asset (Note
5) by $922,918, and also increased accounts payable and accrued liabilities (Note 7) by $922,918.

 Supplementary information on the Company's
operating lease liabilities for the years ended December 31, 2023 and 2022 included the following:

 Schedule of operating lease liabilities

 2023

 2022

 Interest

 $
 963,149

 $
 926,897

 Amortization and depreciation

 $
 98,968

 $
 269,875

 Finance lease related expenses

 $
 770,189

 $
 730,917

 NOTE 12 - STOCKHOLDERS' DEFICIT

 Preferred stock

 The Company is authorized to issue up to 10,000,000
shares of one or more series of preferred stock at a par value of $ 1.00 per share. The Board of Directors may, without stockholder approval,
determine the dividend rates, redemption prices, preferences on liquidation or dissolution, conversion rights, voting rights, and any
other preferences.

 Series A preferred stock

 In April 2018, the Company issued 60,000 shares
of its series A convertible preferred stock ("Series A Stock") for $ 1.00 per share to certain investors who then became members
of management and the Board of Directors. Each share of Series A Stock is non-redeemable, entitles the holder to 1,250 votes on all matters
submitted to a vote of the shareholders; is convertible into 1,250 shares of common stock and each vote is on an as-converted basis. In
addition, the holders of outstanding Series A Stock will only be entitled to receive dividends upon declaration by the Board of Directors
of a dividend payable on the Company's common stock, whereupon the holders of the Series A Stock will receive a dividend on the
number of shares of common stock into which each share of Series A Stock is convertible.

 The beneficial conversion feature ("BCF")
attributed to the purchase of Series A Stock was deemed to have no value on the date of purchase because there was no public trading market
for the Series A Stock, and none is expected to develop in the future. Therefore, the BCF related to the Series A Stock was considered
to have no value on the date of issuance.

 During the year ended December 31, 2022, 22,775
Series A Stock was converted into common stock and 40,000 of common stock was converted into Series A Stock. There were no conversions
during the year ended December 31, 2023.

 As at December 31, 2023 and 2022, 84,416 shares
of Series A Stock were issued and outstanding.

 F- 18

 NOTE 12 - STOCKHOLDERS' DEFICIT (continued)

 In August 2019, the Company closed an offering
of up to $3 million of units at a price of $1.00 per unit. Each unit consisted of one share of series B convertible preferred stock ("Series
B Stock") and one common stock purchase warrant ("Common Warrant") with no expiry date. Each Series B Stock is convertible
into one share of the Company's common stock at the election of the holder. Each Common Warrant is exercisable to purchase one share
of common stock at the election of the holder at an exercise price of $2.00 per share, which offering is to be offered only to "accredited
investors," as that term is defined in Rule 501 of Regulation D of the Securities and Exchange Commission regulations. As at December
31, 2020, the Company had accepted $475,000 in subscriptions in this offering.

 During the year ended December 31, 2022, the Company
issued 2,000,000 shares of Series B Preferred Stock valued at $ 52,594 as a deposit on the acquisition of LTB.

 Series B preferred stock

 During the year ended, 20,000 Series B Stock was
converted into common stock at $0.0001 per common share.

 As at December 31, 2023, 2,455,000 (December 31,
2022 - 2,475,000) shares of Series B Stock and Common Warrants were issued and outstanding.

 Series C preferred stock

 In March 2023, the Company issued 100,000 shares
of its Series C preferred stock ("Series C Stock") in connection with the investment in LTB (Note 6). The shares of Series
C Stock are each convertible into 1,250 shares of the Company's common stock.

 Each share of Series C Stock entitles the holder
to 1,250 votes on all matters submitted to a vote of the shareholders; is convertible into 1,250 shares of common stock and each vote
is on an as-converted basis. In addition, the holders of outstanding Series C Stock will only be entitled to receive dividends upon declaration
by the Board of Directors of a dividend payable on the Company's common stock, whereupon the holders of the Series C Stock will
receive a dividend on the number of shares of common stock into which each share of Series C Stock is convertible.

 Common stock

 The Company is authorized to issue 5,000,000,000
shares of common stock at a par value $ 0.0001 per share. As at December 31, 2023, 440,752,302 (December 31, 2022 - 274,124,622) shares
of common stock were issued and outstanding.

 F- 19

 NOTE 12 - STOCKHOLDERS' DEFICIT (continued)

 Stock purchase warrants

 A summary of the Company's stock purchase
warrant activity is as follow:

 Schedule of warrant activity

 Number of

 stock

 purchase

 warrants

 Weighted

 average

 exercise price

 Stock purchase warrants outstanding December 31, 2022 and 2021

 1,497,778

 $
 0.79

 Stock purchase warrants issued

 27,224,962

 0.02

 Stock purchase warrants outstanding December 31, 2023

 28,722,740

 $
 0.06

 A summary of the Company's number of stock
purchase warrants outstanding and exercisable for period ended December 31, 2023 is as follows:

 Schedule of stock purchase warrants

 Number of

 stock

 purchase

 warrants

 Weighted

 average

 exercise price

 Weighted

 average

 remaining life

 (Years)

 July 2, 2024

 #

 1,020,000

 $
 1.02

 0.50

 May 10, 2026

 #

 477,778

 $
 0.30

 2.36

 November 22, 2028

 #

 27,224,962

 $
 0.02

 4.89

 During the year ended December 31, 2023, 27,224,962
 warrants, each entitling the holder to purchase one common stock of the Company at $0.02 per share, with a termination date of
November 22, 2028, were issued in respect of the LTB transaction (Note 3) (December 31, 2022 - nil).

 During the year ended December 31, 2023, the Company
corrected an error in the accounting treatment associated with the warrants that were issued during the year ended December 31, 2019 as
origination fees associated with a promissory note and loan granted during that year. The value of the warrants should have been expensed
upon issuance. The correction of the error resulted in a $ 271,470 increase to additional paid-in capital and an equivalent decrease to
opening accumulated deficit for the year ended December 31, 2023.

 F- 20

 NOTE 12 - STOCKHOLDERS' DEFICIT (continued)

 A summary of the Company's weighted average
inputs used in the Black-Scholes pricing model for valuation of stock purchase warrants for the year ended December 31, 2023 is as follows:

 Schedule of assumptions used for valuation of warrants

 2023

 Stock price

 $ 0.006

 Exercise price

 $ 0.020

 Expected annual dividend yield

 0.00 %

 Risk-free interest rate (1)

 3.84 %

 Expected volatility

 253.71 %

 Expected life

 5 years

 (1)

 The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the awards in effect at the time of grant.

 NOTE 13 - INCOME TAX

 On March 27, 2020, the Coronavirus Aid, Relief,
and Economic Security Act (the "CARES Act") was enacted and signed into law in response to the market volatility and instability
resulting from the COVID-19 pandemic. It includes a significant number of tax provisions and lifts certain deduction limitations originally
imposed by the Tax Cuts and Jobs Act of 2017 (the "2017 Act"). The changes mainly related to: (1) the business interest expense
disallowance rules for 2019 and 2020 (2) net operating loss rules (3) charitable contribution limitations (4) employee
retention credit and (5) the realization of corporate alternative minimum tax credits.

 The Company continues to assess the impact and
future implication of these provisions however, it does not anticipate any amounts that could give rise to a material impact to
the overall consolidated financial statements.

 The provision for income tax expense for the
years ended December 31, 2023 and 2022, consisted of the following:

 Schedule of provision for income tax expense

 2023

 2022

 Deferred tax (expense) benefit

 US – Federal

 $
 ( 267,514
)

 $
 614,759

 US – State

 ( 56,051
)

 128,807

 Canada

 ( 1,847,617
)

 1,438,466

 Total deferred tax (expense) benefit

 ( 2,171,182
)

 2,182,032

 Valuation allowance

 2,171,182

 ( 2,182,032
)

 Income tax expense

 $
 –

 $
 –

 F- 21

 NOTE 13 - INCOME TAX (continued)

 The following table sets forth a reconciliation
of the statutory federal and state income tax for the fiscal years ended December 31, 2023 and 2022:

 Schedule of reconciliation of income tax rates

 2023

 2022

 Income (loss) before tax

 $

 $
)

 Statutory tax rate

 25.40 %

 25.40 %

 Income tax benefit computed at statutory rate

 936,868

 ( 2,166,879
)

 Non-deductible expenditures and non-taxable revenues

 ( 230,938
)

 635,155

 Impact of foreign tax rates and other

 505,463

 322,371

 Adjustment to prior years provision versus statutory tax returns

 959,789

 ( 972,679
)

 Change in valuation allowance

 ( 2,171,182
)

 2,182,032

 Income tax expense

 $
 –

 $
 –

 In December 2017, the United States ("U.S.")
Congress passed and the President signed into law what is referred to as the 2017 Tax Act, which contains many significant changes to
the U.S. tax laws, including, but not limited to, reducing the U.S. federal corporate tax rate from 35% to 21% and utilization limitations
of net operating loss carryforwards created in tax years beginning after December 31, 2017 to 80% of taxable income with an indefinite
carryforward period. As the Company has a full valuation allowance against its U.S. deferred tax assets, the revaluation of net deferred
tax assets resulting from the reduction in the U.S. federal corporate income tax rate did not impact the Company's effective tax
rate. Additional guidance may be issued by the U.S. Treasury Department, the IRS, or other standard-setting bodies, which may result
in adjustments to the amounts recorded, including the valuation allowance. The Company is being audited by the IRS for years 2019 and
2020. Significant components of the Company's deferred tax assets and liabilities at December 31, 2023 and 2022, are as follows:

 Schedule of deferred tax assets and liabilities

 2023

 2022

 Deferred tax assets (liabilities)

 Net operating loss carryforwards

 $
 23,857,401

 $
 24,239,960

 Property and equipment

 ( 7,081
)

 ( 3,523
)

 Intangible assets

 –

 736,720

 Lease liability, net of right-of-use asset

 12,705

 107,147

 Derivative liability

 321,155

 256,252

 Other

 20,005

 279,622

 Less: valuation allowance

 ( 24,204,185
)

 ( 25,616,178
)

 Net deferred tax assets

 $
 –

 $
 –

 F- 22

 NOTE 13 - INCOME TAX (continued)

 As at December 31, 2023, the Company had approximately
$ 93,000,000 of federal net operating loss carryforwards ("NOLS") in the United States. State net operating loss carryforwards
begin to expire in 2034. Due to the change in ownership provisions of the Internal Revenue Code, the availability of the Company's
net operating loss carryforwards could be subject to annual limitations against taxable income in future periods which could substantially
limit the eventual utilization of such carryforwards. The Company has not analyzed the historical or potential impact of its equity financings
on beneficial ownership and therefore no determination has been made whether the net operating loss carryforward is subject to any IRC
Section 382 limitation. To the extent there is a limitation, there could be a substantial reduction in the deferred tax asset with an
offsetting reduction in the valuation allowance. As at December 31, 2023, the Company had approximately $ 900,000 of Canadian non-capital
losses which begin to expire in 2037. As at December 31, 2023 and 2022, the Company has no unrecognized income tax benefits.

 The tax years from 2014 and forward remain open
to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under
examination by the Internal Revenue Service or any other taxing authorities. Since the company has never been profitable, the Company
has established a full valuation allowance against the deferred tax asset associated with the NOLS.

 NOTE 14 - GENERAL AND ADMINISTRATIVE

 A summary of the Company's general and
administrative expenses for the years ended December 31, 2023 and 2022 is as follows:

 Schedule of general and administrative expenses

 2023

 2022

 Advertising and promotion

 $
 28,821

 $
 300,378

 Insurance

 104,582

 99,886

 Interest and bank charges

 5,922

 3,344

 Office and administrative

 223,281

 1,444,185

 Plant supplies

 48,505

 207,575

 Repairs and maintenance

 65,561

 28,781

 Taxes

 100,025

 103,606

 Transfer agent fees

 27,963

 38,913

 Utilities

 98,936

 –

 $
 703,596

 $
 2,226,668

 F- 23

 NOTE 15 - COMMITMENTS AND CONTINGENCIES

 Effective February 1, 2023, the Company entered
into a lease agreement to lease one office at Suite 3600, 888 5 th Avenue SW, Calgary, Alberta, Canada, T2P 3R7. The rent is
$500 CAD per month. This space was provided by a company to which Mr. Orman, one of the Company's directors, serves as a director.

 NOTE 16 - SUBSEQUENT EVENTS

 From January 1, 2024 through May 16, 2024, the
Company issued 221,749,103 common shares. Of the common stock issued:

 204,353,254 were issued to convertible lenders
to retire approximately $134,910 in convertible debt;

 12,500,000 were issued upon conversion of 10,000
Series A Preferred Shares;

 4,895,849 were issued through a cashless exercise
of warrants.

 On February 7, 2024, the Company entered into
a $275,000 promissory note with Koze Investments LLC. The funds obtained from the promissory note were used for the retirement of certain
of the convertible notes disclosed above.

 F- 24