General

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



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

variety of areas.



Results of Operations



                                                              Year Ended
                                                             December 31,
                                       2022              2021            $ Change        % Change
Revenues
Product sales                      $   5,524,036     $   4,156,281     $  1,367,755            32.9 %
Service revenue                        1,161,483           447,548          713,935           159.5 %
Total revenues                         6,685,519         4,603,829        2,081,690            45.2 %
Cost of revenues                       4,071,144         1,611,730        2,459,414           152.6 %
Gross profit                           2,614,375         2,992,099         (377,724 )         -12.6 %

Operating expenses                    16,782,522        13,258,106        3,524,416            26.6 %

Loss from operations                 (14,168,147 )     (10,266,007 )     (3,902,140 )          38.0 %

Other (expense) income:
Other income                                   -             2,991           (2,991 )        -100.0 %
Change in fair value of warrant
liability                                154,010                 -          154,010              NA
Gain on debt extinguishment                    -           196,889         (196,889 )        -100.0 %
Interest expense                        (902,130 )      (2,102,193 )      1,200,063           -57.1 %
Other expense                             (7,115 )               -           (7,115 )            NA
Other expense                           (755,235 )      (1,902,313 )      1,147,078           -60.3 %

Loss before provision for income
taxes                                (14,923,382 )     (12,168,320 )     (2,755,062 )          22.6 %

Provision for income taxes                   793             1,075             (282 )         -26.2 %

Net loss                           $ (14,924,175 )   $ (12,169,395 )   $ (2,754,780 )          22.6 %

Year Ended December 31, 2022 compared with Year Ended December 31, 2021:



Revenues increased $2,081,690 from $4,603,829 in 2021 to $6,685,519 in 2022. The
increase largely due to an increase in the Company's Duramed division of
approximately $1,785,000 in fiscal 2022 compared to fiscal 2021 due to increased
surgical procedures and healthcare services which enabled the Company to
continue to grow within the ultrasound device sales associated with patient
recovery.

Compensation expenses increased $2,201,970 from $4,997,155 in 2021 to $7,199,125 primarily related to an increase in non-cash stock based compensation expense.



Consulting and professional fees increased $1,447,262 from $3,968,744 in 2021 to
$5,416,006 in 2022. The 2022 expense amount includes legal, accounting, and
other consulting fees and services incurred during the year ending December 31,
2022. The increase was related to an increase in legal fees and increase in
consulting fees related to expansion of our durable medical device offerings as
well as additional consulting fees related to formulation and development
consulting related to hemp product development and other product enhancements.



Depreciation of property and equipment increased $914,405 from $593,656 in 2021
to $1,408,061 in 2022 related to the acquisition of property and equipment

via
asset purchases.

Other operating expenses increased $1,721,365 from 2021 to 2022 which is mainly due to bad debt expense of $313,228 and a loss on disposal of assets of $929,417.





Net loss increased $2,754,780 from $12,169,395 in 2021 to $14,924,175 in 2022.
The loss is related to additional incurred costs to jump start the Company's
operations within Miami and Tennessee during the first quarter of 2022 and a
decrease in the Company's gross margin due to unforeseen integration issues
within the Company's operations in Miami and Tennessee.



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Liquidity and Capital Resources





As of December 31, 2022, the Company had cash and cash equivalents of $73,194
and negative working capital of $3,281,494. Cash and cash equivalents decreased
$375,807 from $449,001 at December 31, 2021 to $73,194 at December 31, 2022. For
the year ended December 31, 2022, $3,571,617 was provided by financing
activities, and $3,947,424 was used in operating activities.



In March 2023, the Company completed the sale of a promissory note (the "Note")
in the principal amount of $1,823,529 and a warrant (the "Warrant") to purchase
1,307,190 shares of Common Stock to an investor (the "Investor") pursuant to a
Securities Purchase Agreement dated as of February 27, 2023. The purchase price
of the Note was $1,550,000, representing a 15% original issue discount. The Note
is non-interest bearing, except in the case of the event of a default, in which
case interest will accrue from the date of the default at a rate equal to the
lower of 18% per annum or the maximum rate permitted by law.



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



The Company may elect to pay all or a portion of a monthly installment due under
the Note by converting such amount into shares of the Company's common stock at
a price of $4.00 per share, subject to adjustment in accordance with the terms
of the Note. If the Company does not pay an installment when due it is deemed an
election by the Company to convert the installment payment into common stock at
a price equal to the lower of $4.00 per share or 90% of the lowest daily volume
weighted average price of the common stock during the five trading days
preceding the conversion date. The Investor may elect at any time to convert
amounts payable under the Note into shares of the Company's common stock at a
conversion price of $4.00 per share, subject to adjustment in accordance with
the terms of the Note.



Contemporaneous with the sale of the Note and Warrant to the Investor, Arena
Special Opportunities Partners I, L.P. and Arena Special Opportunities Fund,
L.P. (collectively, "Arena"), who hold promissory notes with an unpaid principal
balance of approximately $3,877,000 which became due on April 30, 2022 (the
"Arena Notes"), entered into a Forbearance Agreement with the Company pursuant
to which they agreed to forbear from exercising remedies under the Arena Notes
until December 31, 2024 provided that the Company does not default on its
obligations under the Forbearance Agreement.



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



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



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

? the maturity date of a promissory note in the principal amount of $62,500 was

extended from June 6, 2023 to September 1, 2023; provided, however, that the

holder can require full payment if the Company completes an offering of its

common stock that results in an uplisting of its common stock to a national

securities exchange;

? in consideration of the Company repaying an aggregate of $200,000 under notes

issued in March 2022, the holders of the notes agreed to extend the maturity

dates of the notes until September 1, 2023 and reduce the percentage of the

cash proceeds received by the Company from the issuance of equity or debt that

the holders of the notes can require the Company to apply to the repayment of

the notes from 50% to 33%;

? in consideration of an increase in the aggregate principal amount by $10,000

and an increase in the interest rate to 18% per annum, the holder of notes in

the aggregate principal amount of $150,000 agreed to waive his right to

require the Company to repay a $50,000 note upon the Company's receipt of

$1,500,000 of financing and extend maturity dates from November 18,2021 and

January 22, 2023 to September 1, 2023;

? in consideration of the Company's agreement to provide a product credit for

future orders of $50,000, the holder of a promissory note in the principal

amount of $150,000 agreed to extend the maturity date from August 10,2022 to

September 1, 2023;

? the maturity date of a promissory note in the principal amount of $1,250,000

was extended from August 12, 2022 until the earlier of September 1, 2023 or

the date that the Company completes an offering resulting in an uplisting of

its common stock to the Nasdaq Capital Market;

? in consideration of the repayment of a total of $232,500 under the notes, the

holders of promissory notes in the aggregate principal amount of $435,000

issued in October and November 2022 that bore interest at 18% per annum and

were past due agreed to exchange the notes for new notes that mature on

September 1, 2023 and bear interest at 15% per annum; and

? in consideration of an increase in the aggregate principal amount to $937,000,

the holder of notes in the aggregate principal amount of $852,000 having

maturity dates between August 24, 2022 and April 12, 2023 agreed to exchange


    the notes for a single note that matures on September 1, 2023.

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

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





We have no off-balance sheet arrangements. It is anticipated that Green Grow
will again begin operations later in 2022 as Pure Health Products revenue
increases and the need for additional isolate is present. Today, the available
oversupply of isolate makes it cheaper to buy quality product at the market than
to grow, harvest, and extract from scratch. Duramed, Inc. is beginning to show
improvements in office utilization of its ultrasound device as more surgery

centers are reopening.



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