10-Q 1 onesix_10q.htm FORM 10-Q onesix_10q.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period ended March 31, 2024

 

Commission File No. 000-53425

 

1606 Corp.

(Name of small business issuer in its charter)

 

Nevada

 

86-1497346

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

2425 E. Camelback Rd Suite 150

Phoenix, AZ 85016

(Address of principal executive offices)

 

(602) 481-1544

(Issuer’s telephone number)

 

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

 

Title of Each Class

 

Trading Symbol(s)

 

Name of each exchange on which

registered

Not applicable

 

Not applicable

 

Not applicable

 

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 and post such files). Yes ☒     No ☐

 

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

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of May 14, 2024, the Company had 65,756,177 outstanding shares of its common stock, par value $0.0001.

  

 

 

 

Special Note Regarding Forward-Looking Statements

 

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2, of Part I of this report include forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by forward-looking statements.

 

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. There may be events in the future that we are not able to accurately predict or control. Before you invest in our securities, you should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline and you could lose all or part of your investment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.

 

 
2

 

 

TABLE OF CONTENTS

 

PART I—FINANCIAL INFORMATION

 

4

 

 

 

 

 

 

Item 1.

Financial Statements.

 

4

 

 

 

 

 

 

Item 2.

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

 

15

 

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

 

17

 

 

 

 

 

 

Item 4.

Controls and Procedures.

 

17

 

 

 

 

 

 

PART II–OTHER INFORMATION

 

18

 

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

18

 

 

 

 

 

 

Item 6.

Exhibits.

 

19

 

 

 

 

 

 

SIGNATURES

 

20

 

 

 
3

Table of Contents

 

PART I—FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

1606 CORP.

CONDENSED BALANCE SHEETS

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Assets

 

Current Assets

 

 

 

 

 

 

Cash

 

$15,871

 

 

$48,941

 

Accounts receivable

 

 

2,845

 

 

 

3,600

 

Notes receivable

 

 

21,500

 

 

 

21,500

 

Inventory

 

 

72,769

 

 

 

72,853

 

Prepaids & other current assets

 

 

29,161

 

 

 

1,444

 

Total Current Assets

 

 

142,146

 

 

 

148,338

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$142,146

 

 

$148,338

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Deficit

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$402,902

 

 

$295,041

 

Accrued interest

 

 

36,074

 

 

 

10,086

 

Note payable to related party

 

 

63,456

 

 

 

63,456

 

Convertible notes, net of discount

 

 

148,806

 

 

 

51,086

 

Derivative liability

 

 

81,701

 

 

 

193,026

 

Total Current Liabilities

 

 

732,939

 

 

 

612,695

 

 

 

 

 

 

 

 

 

 

Long Term Debt

 

 

 

 

 

 

 

 

Note payable to shareholder

 

 

1,020,550

 

 

 

950,550

 

Total Long Term Debt

 

 

1,020,550

 

 

 

950,550

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

1,753,489

 

 

 

1,563,245

 

 

 

 

 

 

 

 

 

 

Stockholders’ Deficit

 

 

 

 

 

 

 

 

Undesignated Preferred Stock, par value $0.0001; 39,999,900 authorized; no shares issued and outstanding

 

 

-

 

 

 

-

 

Class A Convertible Preferred Stock, par value $0.0001 per share, 60,000,000 shares authorized; 56,207,827 and 56,282,599 shares issued and outstanding, respectively

 

 

5,621

 

 

 

5,628

 

Class B Convertible Preferred Stock, par value $0.0001 per share, 100 shares authorized; 90 and 0 shares issued and outstanding, respectively

 

 

-

 

 

 

-

 

Common stock, par value $0.0001 per share, 5,000,000,000 shares authorized; 65,881,177 and 58,582,469 shares issued and outstanding, respectively

 

 

6,588

 

 

 

5,858

 

Additional Paid-in Capital

 

 

1,084,916

 

 

 

995,638

 

Accumulated Deficit

 

 

(2,708,468)

 

 

(2,422,031)

Total Stockholders’ Deficit

 

 

(1,611,343)

 

 

(1,414,907)

Total Liabilities and Stockholders’ Deficit

 

$142,146

 

 

$148,338

 

 

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

 

 
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Table of Contents

 

1606 CORP.

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

 

 

 

Three Months

Ended

March 31,

2024

 

 

Three Months

Ended

March 31,

2023 (restated)

 

Revenue, net of discounts

 

$7,195

 

 

$1,170

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

 

7,313

 

 

 

1,225

 

 

 

 

 

 

 

 

 

 

Gross loss

 

 

(118)

 

 

(55)

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

577,910

 

 

 

292,657

 

Total operating expenses

 

 

577,910

 

 

 

292,657

 

 

 

 

 

 

 

 

 

 

Operating loss

 

 

(578,028)

 

 

(292,712)

 

 

 

 

 

 

 

 

 

Other Income

 

 

 

 

 

 

 

 

Change in fair value of derivative liabilities

 

 

291,591

 

 

 

-

 

Total other income

 

 

291,591

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Loss from operations before income taxes

 

 

(286,437)

 

 

(292,712)

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$(286,437)

 

$(292,712)

 

 

 

 

 

 

 

 

 

Net loss per share – basic and diluted

 

$(0.00)

 

$(0.01)

 

 

 

 

 

 

 

 

 

Weighted average common shares – basic and diluted

 

 

50,383,321

 

 

 

37,925,610

 

 

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

 

 
5

Table of Contents

 

1606 Corp.

CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(unaudited)

 

Three Months Ended March 31, 2023 (restated)

 

Class A Convertible

 

 

Class B Convertible

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Total

 

 

 

Preferred Stock

 

 

Preferred Stock

 

 

Common stock

 

 

Paid in

 

 

Accumulated

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Equity

 

Balance as of December 31, 2022

 

 

56,635,000

 

 

$ 

5,663

 

 

 

-

 

 

-

 

 

 

37,428,394

 

 

3,742

 

 

236,842

 

 

(841,298)

 

(595,051)

Share conversions

 

 

(202,405)

 

 

(20)

 

 

-

 

 

-

 

 

5,060,125

 

 

 

506

 

 

 

(486)

 

 

-

 

 

 

-

 

Common stock issued for cash

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

725,000

 

 

 

73

 

 

 

412,427

 

 

 

-

 

 

 

412,500

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(292,712)

 

 

(292,712)

Balance as of March 31, 2023

 

 

56,432,595

 

 

$

5,643

 

 

 

-

 

 

$

-

 

 

 

43,213,519

 

 

4,321

 

 

$

648,783

 

 

$

(1,134,010)

 

(475,263)

 

Three Months Ended March 31, 2024

 

Class A Convertible

 

 

Class B Convertible

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Total

 

 

 

Preferred Stock

 

 

Preferred Stock

 

 

Common stock

 

 

Paid in

 

 

Accumulated

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Equity

 

Balance as of December 31, 2023

 

 

56,282,599

 

 

$ 

5,628

 

 

 

-

 

 

-

 

 

 

58,582,469

 

 

5,858

 

 

$

995,638

 

 

(2,422,031)

 

(1,414,907)

Share conversions

 

 

(114,772)

 

 

(11)

 

 

-

 

 

 

-

 

 

 

2,869,300

 

 

 

287

 

 

 

(276)

 

 

-

 

 

 

-

 

Common stock issued for cash

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,929,408

 

 

 

393

 

 

 

124,613

 

 

 

-

 

 

 

125,006

 

Common stock issued for services

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

500,000

 

 

 

50

 

 

 

29,950

 

 

 

-

 

 

 

30,000

 

Preferred stock issued for services

 

 

40,000

 

 

 

4

 

 

 

90

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

59,996

 

 

 

-

 

 

 

60,000

 

Settlement of derivative liability

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(125,005)

 

 

-

 

 

 

(125,005)

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(286,437)

 

 

(286,437)

Balance as of March 31, 2024

 

 

56,207,827

 

 

5,621

 

 

 

90

 

 

-

 

 

 

65,881,177

 

 

6,588

 

 

1,084,916

 

 

(2,708,468)

 

$

(1,611,343)

 

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

 

 
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Table of Contents

 

1606 CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)

 

 

 

Three Months

Ended

 

 

Three Months

Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2024

 

 

2023 (restated)

 

Cash Flows from Operating Activities

 

 

 

 

 

 

Net loss

 

$(286,437)

 

$(292,712)

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

 

 

 

 

 

 

 

 

Shares issued for services provided

 

 

90,000

 

 

 

-

 

Amortization of debt discount

 

 

115,619

 

 

 

-

 

Change in fair value of derivative liabilities

 

 

(291,591)

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

755

 

 

 

(3,591)

Note receivable

 

 

-

 

 

 

(11,500)

Inventory

 

 

84

 

 

 

100

 

Prepaids & other current assets

 

 

(27,717)

 

 

893

 

Accounts payable and accrued liabilities

 

 

107,861

 

 

 

(2,107)

Accrued expenses

 

 

-

 

 

 

73,942

 

Accrued interest

 

 

25,988

 

 

 

-

 

Net cash used in operating activities

 

 

(265,438)

 

 

(234,975)

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

 

Increase in operating companies

 

 

-

 

 

 

(65,000)

Net cash used in investing activities

 

 

-

 

 

 

(65,000)

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

Increase in note payable to shareholder

 

 

70,000

 

 

 

2,521

 

Proceeds from convertible notes

 

 

170,000

 

 

 

-

 

Repayment of convertible notes

 

 

(132,638)

 

 

-

 

Proceeds from sale of common stock

 

 

125,006

 

 

 

412,500

 

Net cash provided by financing activities

 

 

232,368

 

 

 

415,021

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

(33,070)

 

 

115,046

 

 

 

 

 

 

 

 

 

 

Cash, beginning of period

 

 

48,941

 

 

 

105,065

 

 

 

 

 

 

 

 

 

 

Cash, end of period

 

$15,871

 

 

$220,111

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash items

 

 

 

 

 

 

 

 

Interest paid

 

$-

 

 

$-

 

Income tax paid

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Supplemental schedule of non-cash investing and financing activities

 

 

 

 

 

 

 

 

Discount on convertible notes payable from derivative liability

 

$55,261.00

 

 

$-

 

Settlement of derivative liability

 

$125,005

 

 

$-

 

 

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

 

 
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Table of Contents

 

1606 Corp.

Notes to Condensed Financial Statements

 

NOTE 1 - DESCRIPTION OF BUSINESS

 

Corporate History

 

1606 Corp. (“1606” or the “Company”) was formed in February 2021 and was a division of Singlepoint Inc. (“Singlepoint”) until April 2021, when Singlepoint spun off 1606, whereby each holder of common stock and Class A preferred stock of Singlepoint received one share of unregistered and restricted common stock or Class A preferred stock of the Company for each such share owned of Singlepoint.

 

Business

 

The Company is an AI Chatbot company specializing in merchandizing bot specifically built for the CBD industry and AI Chatbots for public companies.

 

Going Concern

 

The accompanying condensed financial statements have been prepared assuming the Company will continue as a going concern. As of March 31, 2024, the Company has yet to achieve significant profitable operations and is dependent on its ability to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable operations. The condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

The Company’s ability to continue in existence is dependent on its ability to develop its business and to achieve profitable operations. Since the Company does not anticipate achieving profitable operations and/or adequate cash flows in the near term, management will continue to pursue additional equity financing through private placements of the Company’s common stock.

 

NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying condensed financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly the Company’s financial position as of March 31, 2024 and December 31, 2023, and the results of the Company’s operations for the interim periods presented. We follow the same accounting policies when preparing quarterly financial data as we use for preparing annual data. These statements should be read in conjunction with the financial statements and the notes included in our latest annual report on Form 10-K for the year ended December 31, 2023, and our other reports on file with the Securities and Exchange Commission (“SEC”).

 

Management believes the assumptions underlying the Company’s standalone financial statements are reasonable. Nevertheless, the accompanying condensed financial statements may not include all the actual expenses that would have been incurred had the Company operated as a standalone company during the periods presented, and may not reflect the Company’s results of operations, financial position and cash flows had the Company operated as a standalone company during the periods presented. Actual costs that would have been incurred if the Company had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas.

 

Use of Estimates

 

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results may differ from those estimates.

 

Cash

 

Cash consists of highly liquid investments with an original maturity of three months or less.

 

 
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Accounts Receivable and Credit Policy

 

Trade receivables due from customers are uncollateralized customer obligations due under normal trade terms requiring payment within 30 days from the invoice date. Management of the Company considers all receivables collectable. Uncollectable accounts are charged to expense when the account is determined to be uncollectable. The allowance is provided based upon a review of the individual accounts outstanding, prior history of uncollectable accounts receivable and existing economic conditions. At March 31, 2024 and December 31, 2023, the allowance for doubtful accounts balance is $0.

 

Inventory

 

Inventories are valued at the lower of cost or net realizable value, and consist primarily of hemp products. The Company’s inventory as of March 31, 2024 and 2023 consisted of finished hemp products. At each balance sheet date, the Company evaluates inventories for excess quantities, obsolescence, or shelf-life expiration. This evaluation includes analysis of historical sales levels by product, projections of future demand and the risk of technological or competitive obsolescence for products. To the extent that management determines there is excess or obsolete inventory or quantities with a shelf life that is too near its expiration for the Company to reasonably expect that it can sell those products prior to their expiration, the Company adjusts the carrying value of this inventory to the lower of cost or net realizable value. No such adjustments were deemed necessary during the periods presented.

 

Revenue Recognition

 

The Company, which has adopted ASC 606 “Revenue from Contracts with Customers”, derives its revenues primarily from the sale of hemp products. Revenues are recognized when control of these products is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. Any shipping and handling fees charged to customers are reported within revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. The Company does not have any significant financing components as payment is received at or shortly after the point of sale.

 

Cost of Goods Sold and Selling, General and Administrative Expenses

 

Costs associated with the production and procurement of product are included in cost of goods sold, including shipping and handling costs such as inbound freight costs, purchasing, and receiving costs, inspection costs and other product procurement related charges. All other expenses are included in selling, general and administrative expenses, as the predominant expenses associated therewith are general and administrative in nature.

 

Net Loss Per Common Share

 

Basic loss per share data is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted loss per share data is computed using the weighted-average number of common and dilutive common-equivalent shares outstanding during the period. Dilutive common-equivalent shares consist of shares that would be issued upon the exercise of stock options and other common stock equivalents, computed using the treasury stock method, and are excluded from the calculation of weighted average dilutive common shares, to the extent they are issued and outstanding, because their effect would be anti-dilutive. The number of potentially dilutive shares excluded from the calculation of diluted earnings per share were 2,265,400 related to the Company’s Class A preferred stock. These shares were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive.

 

At March 31, 2024 and December 31, 2023, 65,881,177 and 58,582,469 shares of the Company’s common stock were outstanding, respectively. These share amounts are utilized for the calculation of basic and diluted earnings per share for years then ended.

 

Selling and Marketing

 

Selling and marketing costs are expensed as incurred and are reported under selling, general and administrative in the accompanying statements of operations. Selling, general and administrative costs were $577,910 and $292,657 during the three months ended March 31, 2024 and 2023, respectively.

 

Fair Value Measurement

 

ASC Topic 820, “Fair Value Measurement”, requires that certain financial instruments be recognized at their fair values at our balance sheet dates. However, other financial instruments, such as debt obligations, are not required to be recognized at their fair values, but GAAP provides an option to elect fair value accounting for these instruments. GAAP requires the disclosure of the fair values of all financial instruments, regardless of whether they are recognized at their fair values or carrying amounts in our balance sheets. For financial instruments recognized at fair value, GAAP requires the disclosure of their fair values by type of instrument, along with other information, including changes in the fair values of certain financial instruments recognized in income or other comprehensive income. For financial instruments not recognized at fair value, the disclosure of their fair values is provided below under “Financial Instruments.”

 

 
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Nonfinancial assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s balance sheets. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred.

 

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

 

Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; or

 

Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

The Company did not have any Level 1 or Level 2 assets and liabilities at March 31, 2024 or December 31, 2023. The Derivative liabilities are Level 3 fair value measurements.

 

The following is a summary of activity of Level 3 liabilities for the period ended March 31, 2024:

 

Balance - December 31, 2023

 

$193,026

 

Additions

 

 

55,261

 

Settlements

 

 

125,005

 

Change in fair value

 

 

(291,591)

Balance - March 31, 2024

 

$81,701

 

 

During 2023 and 2024, the Company issued note payable agreements which contain conversion provisions meeting the definition of a derivative liability which therefore require bifurcation. Further, pursuant to the Company’s contract ordering policy, equity linked instruments subsequently issued resulted in derivative liabilities.

 

At March 31, 2024, the Company estimated the fair value of the conversion feature derivatives embedded in the notes payable and warrants based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock of $0.0349; risk-free interest rates of 5.21%; expected volatility of the Company’s common stock of 106% based on the volatility of comparable publicly traded entities; and exercise prices ranging from $0.0228 to $0.0245; and terms of eight to nine months.

 

At December 31, 2023, the Company estimated the fair value of the conversion feature derivatives embedded in the notes payable and warrants based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock of $0.0285; risk-free interest rates ranging from 4.79% to 5.03%; expected volatility of the Company’s common stock ranging from 110% to 204% based on the volatility of comparable publicly traded entities; and exercise prices of $0.0182; and terms of eight to twelve months.

 

Segment reporting

 

The Company operates in a single business segment. As a result, the Company’s operations are a single reportable segment, which is consistent with the Company’s internal management reporting.

 

Income Taxes

 

In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. The Company will adopt ASU 2023-09 in its fourth quarter of 2026. ASU 2023-09 allows for adoption using either a prospective or retrospective transition method.

 

Recent Accounting Pronouncements 

 

The Company has considered the potential impact of recent accounting pronouncements and has not identified any that are expected to have a material impact on the financial statements.

 

Restatement of Previously Issued Condensed Financial Statements

 

 

The Company has restated the accompanying condensed financial statements as of and for the three months ended March 31, 2023, along with certain notes to such restated condensed financial statements. The adjustments recorded were related to the correction of an error identified by management. The nature and impact of this adjustment on the Company’s previously issued condensed financial statements is summarized as follows and the effects by impacted line items are detailed in the tables below. Impacted amounts and associated disclosures are restated within the accompanying notes to the condensed financial statements.

 

The following tables summarize the effect of the restatement on each condensed financial statement line items as of and for the three months ended March 31, 2023.

 

 

 

As Previously Reported

 

 

Adjustments

 

 

As Restated

 

Condensed Balance Sheets as of March 31, 2023

 

 

 

 

 

 

 

 

 

Accrued Expenses - Related Party

 

$-

 

 

$62,500

 

 

$62,500

 

Total current liabilities

 

$838,723

 

 

$62,500

 

 

$901,223

 

Accumulated deficit

 

$1,071,510

 

 

$62,500

 

 

$1,134,010

 

Total stockholders’ deficit

 

$412,763

 

 

$62,500

 

 

$475,263

 

Condensed Statement of Operations for the three months ended March 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

$230,157

 

 

$62,500

 

 

$292,657

 

Total operating expenses

 

$230,157

 

 

$62,500

 

 

$292,657

 

Loss before Income tax

 

$230,212

 

 

$62,500

 

 

$292,712

 

Net loss

 

$230,212

 

 

$62,500

 

 

$292,712

 

Condensed Statement of Cash flows for the three months ended March 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$230,212

 

 

$62,500

 

 

$292,712

 

Accrued Expenses

 

$11,441

 

 

$62,500

 

 

$73,941

 

Condensed Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$230,212

 

 

$62,500

 

 

$292,712

 

Accumulated deficit

 

$1,071,510

 

 

$62,500

 

 

$1,134,010

 

Total stockholders’ deficit

 

$412,763

 

 

$62,500

 

 

$475,263

 

 

[MD&A, Results of Operations]

 

Net Loss. As a result of the foregoing, for the three months ended March 31, 2024, we recorded a net loss of $286,437, compared to a net loss of $292,712 for the three months ended March 31, 2023.

 

 
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NOTE 3 – RELATED PARTY TRANSACTIONS

 

Related Party Transactions

 

During the three months ended March 31, 2024, a total of 40,000 shares of Class A preferred stock was issued to the members of the Company’s Board of Directors for services provided. The value of all these shares was determined to be $60,000 based on an assumed conversion at a one-for-25 ratio of the Class A preferred stock for common shares and the closing market price of the common shares on the date of grant.

 

During the three months ended March 31, 2024, a total of 90 shares of Series B preferred stock was issued to the Company’s Vice President, Austen Lambrecht, and to the Company’s Chief Executive Officer, Greg Lambrecht.

 

During the three months ended March 31, 2024 and 2023, the Company borrowed $70,000 and $2,521, respectively in a series of cash payments from the Company’s CEO in exchange for the issuance of a promissory note. The promissory note is not secured by Company assets, does not bear interest and is due in full on March 15, 2025. The promissory note totals $1,020,550 at March 31, 2024.

 

In June 2021, the Company entered into an Asset Purchase Agreement with Singlepoint to purchase certain assets in exchange for the issuance of a promissory note (the “Note”) for $63,456. The Note bears interest at 5%, has a three-year term, and is due in monthly installments of $1,902 beginning August 1, 2021. The Company has not made any payments on the Note and is currently in default. Accrued interest on the Note totaled $7,137 and $6,346 at March 31, 2024 and December 31, 2023, respectively.

 

NOTE 4 – DEBT

 

Promissory Notes Payable - Related Party

 

During the three months ended March 31, 2024 and 2023, the Company borrowed $70,000 and $2,521, respectively, in a series of cash payments from the Company’s CEO in exchange for the issuance of a promissory note. The promissory note is not secured by Company assets, does not bear interest and is due in full on March 15, 2025. The promissory note totals $1,020,550 at March 31, 2024.

 

In June 2021, the Company entered into an Asset Purchase Agreement with Singlepoint to purchase certain assets in exchange for the issuance of a promissory note (the “Note”) for $63,456. The Note bears interest at 5%, has a three-year term, and is due in monthly installments of $1,902 beginning August 1, 2021. The Company has not made any payments on the Note and is currently in default. Accrued interest on the Note totaled $7,137 and $6,346 at March 31, 2024 and December 31, 2023, respectively.

 

Convertible Notes Payable

 

From January 19, 2024 to February 28, 2024, the Company issued three notes payable which, upon an event of default, contain a conversion feature meeting the definition of a derivative liability.  Pursuant to the Company’s contract ordering policy, the conversion features were valued at $55,261 upon issuance and recorded as a derivative liability, resulting in additional debt discounts totaling $55,261.

 

During the three months ended March 31, 2024, the Company made payments on convertible notes payable and a note payable, resulting in a settlement of derivative liabilities totaling $125,005.

 

During the three months ended March 31, 2024, the Company amortized $20,595 of debt discount resulting in an unamortized debt discount of $47,294 and carrying value of $148,806 as of March 31, 2024. Accrued interest as of March 31, 2024 was $28,937.

 

Scheduled maturities of debt remaining as of March 31, 2024 for each respective fiscal year end are as follows:

 

2024

 

$212,262

 

2025

 

 

1,020,550

 

Total

 

$1,232,812

 

 

 
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NOTE 5 - CAPITAL STOCK

 

Capital Stock

 

As of March 31, 2024, the Company’s authorized capital stock consists of 5,000,000,000 shares of common stock at $0.0001 par value per share and 100,000,000 shares of preferred stock at $0.0001 par value per share. The Company has designated 60,000,000 shares of preferred stock as Class A convertible preferred stock (the “Class A Preferred Stock”), and 100 shares of preferred stock as Series B super voting preferred stock (the “Series B Preferred Stock”). The remaining 39,999,900 of preferred stock remains undesignated.

 

As of March 31, 2024, there were 56,207,827 shares of the Class A Preferred Stock, 90 shares of the Series B Preferred Stock  and 65,881,177 shares of common stock issued and outstanding.

 

Common Stock

 

The holders of common stock are entitled to one vote for each share held. The affirmative vote of a majority of votes cast at a meeting which commences with a lawful quorum is sufficient for approval of most matters upon which shareholders may or must vote, including the questions presented for approval or ratification at the Company’s Annual Shareholders’ Meeting. An amendment of the Company’s Articles of Incorporation, however, requires the affirmative vote of a majority of the Company’s total voting power for approval. Common shares do not carry cumulative voting rights, and holders of more than 50% of the common stock have the power to elect all directors and, as a practical matter, to control the Company. Holders of common stock are not entitled to preemptive rights, and the common stock may only be redeemed at the Company’s election.

 

During the three months ended March 31, 2024, the Company issued 7,298,708 shares of its common stock, including:

 

 

-

2,869,300 shares of its common stock upon conversion of 114,772 shares of Class A preferred stock;

 

-

3,929,408 shares of its common stock for a total purchase price of $125,006;

 

-

500,000 shares of its common stock for various services provided, valued at $30,000 based on the closing market price of the common shares on the grant date.

 

Class A Preferred Stock

 

The Class A preferred stock has certain material rights and preferences (as is more fully set forth in the Certificate of Designation of the Class A Preferred Stock).

 

During the three months ended March 31, 2024, a total of 40,000 shares of Class A preferred stock was issued to the members of the Company’s Board of Directors for services provided. The value of all these shares was determined to be $60,000 based on an assumed conversion at a one-for-25 ratio of the Class A preferred stock for common shares and the closing market price of the common shares on the date of grant.

 

During the three months ended March 31, 2024, 114,772 shares of Class A preferred stock were converted into 2,869,300 common shares.

 

As of March 31, 2024, the Company had 56,207,827 shares of Class A preferred stock outstanding, of which 31,102,596 shares are held by the Company’s CEO. The former officers and directors of Singlepoint hold the remaining shares of the Class A preferred stock.

 

Ranking

 

The Class A preferred stock ranks, as to dividends and upon liquidation, senior and prior to the common stock of the Company.

 

Liquidation

 

In the event of liquidation, dissolution or winding up of the Company, the holders of the Class A preferred stock are entitled, out of the assets of the Company legally available for distribution, to receive, before any payment to the holders of shares of common stock or any other class or series of stock ranking junior, and amount per share equal to $1.00.

 

Voting

 

Each share of Class A preferred stock entitles the holder thereof to 50 votes on any matters requiring a shareholder vote of the Company.

 

Conversion

 

Each share of our Class A preferred stock is convertible into common stock on a one-for-25 basis at the option of the holder.

 

 
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Series B Super Voting Preferred Stock

 

The Series B preferred stock has certain material rights and preferences (as is more fully set forth in the Certificate of Designation of the Series B Preferred Stock).

 

During the three months ended March 31, 2024, a total of 90 shares of Class A preferred stock was issued to the two members of the Company’s Board of Directors.

 

As of March 31, 2024, the Company had 90 shares of Series B preferred stock outstanding.

 

Dividends

 

There will be no dividends due or payable on the Series B Preferred Stock.

 

Liquidation Rights

 

Upon the occurrence of a “Liquidation Event,” the holders of Series B Preferred Stock are entitled to receive net assets on a pro-rata basis. Each holder of Series B Preferred Stock is entitled to receive ratably any dividends declared by the Board, if any, out of funds legally available for the payment of dividends. “Liquidation Event” means (i) the liquidation, dissolution or winding-up, whether voluntary or involuntary, of the Company, (ii) the purchase or redemption by the Company of shares of any class of stock or the merger or consolidation of the Company with or into any other corporation or corporations, or (iii) the sale, license or lease of all or substantially all, or any material part of, the Company’s assets.

 

Conversion Rights

 

The shares of Series B Preferred Stock are not convertible into shares of the Company’s Common Stock.

 

Voting Rights

 

If at least one share of Series B Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series B Preferred Stock at any given time, regardless of their number, shall have voting rights equal to 10 times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of voting, plus ii) the total number of votes of all other series of Preferred Stocks which are issued and outstanding at the time of voting.

 

Each individual share of Series B Preferred Stock shall have the voting rights equal to:

 

[ten times the sum of: {all shares of Common Stock issued and outstanding at the time of voting + the total number of votes of all other series of Preferred Stocks which are issued and outstanding at the time of voting}]

 

Divided by:

 

[the number of shares of Series B Preferred Stock issued and outstanding at the time of voting]

 

With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series B Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Articles of Incorporation or Bylaws.

 

NOTE 6 - COMMITMENTS AND CONTINGENCIES

 

Legal Proceedings and Other Claims

 

From time to time, we are a party to claims and actions for matters arising out of our business operations. We regularly evaluate the status of the legal proceedings and other claims in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss, or an additional loss, may have been incurred and determine if accruals are appropriate. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of possible loss or range of possible loss can be made for disclosure. Although the outcome of claims and litigation is inherently unpredictable, we believe that we have adequate provisions for any probable and estimable losses. It is possible, nevertheless, that our financial position, results of operations or liquidity could be materially and adversely affected in any particular period by the resolution of a claim or legal proceeding. Legal expenses related to defense, negotiations, settlements, rulings, and advice of outside legal counsel are expensed as incurred.

 

 
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Employment Agreements

 

Effective February 28, 2024, the Company entered into the Employment Agreement with Gregory Lambrecht, the Company’s Chief Executive Officer (the “CEO Agreement”). The term of the CEO Agreement is three years from the effective date, and will renew for six month periods automatically unless terminated by either party providing 90 days of prior written notice or for “Cause,” as defined in the CEO Agreement. Pursuant to the CEO Agreement, Mr. Lambrecht is entitled to an annual salary of $250,000. Mr. Lambrecht is also entitled to a bonus as determined by the Company’s Board of Directors, healthcare (once established by the Company), reimbursement of expenses, and 20 vacation days per year. Also, as an inducement to enter into the CEO Agreement, Mr. Lambrecht was issued 60 shares of Series B Preferred Stock of the Company.

 

Effective February 28, 2024, the Company entered into the Employment Agreement with Austen Lambrecht, the Company’s Vice President (the “VP Agreement”). The term of the VP Agreement is three years from the effective date, and will renew for six month periods automatically unless terminated by either party providing 90 days of prior written notice or for “Cause,” as defined in the VP Agreement. Pursuant to the VP Agreement, Mr. Lambrecht is entitled to an annual salary of $97,000. Mr. Lambrecht is also entitled to a bonus as determined by the Company’s Board of Directors, healthcare (once established by the Company), reimbursement of expenses, and 20 vacation days per year. Also, as an inducement to enter into the VP Agreement, Mr. Lambrecht was issued 30 shares of Series B Preferred Stock of the Company.

 

In February 2023, the Company entered into an employment agreement with Austen Lambrecht. The agreement provides that Austen Lambrecht would serve as Vice President for a term of three years at an annual salary of Eighty-Five Thousand Dollars ($85,000), with an incentive bonus and stock options as determined by the Board of Directors. The agreement automatically renews for additional six-month periods unless either party has provided written termination of this Agreement at least 90 days prior to the expiration of such term. The agreement also provides for compensation under certain severance and change of control circumstance of twelve months of salary and other bonus dollars that may be due.

 

In May 2021, the Company entered into an employment agreement with Greg Lambrecht. The agreement provides that Mr. Lambrecht would serve as Chief Executive Officer Company for a term of three years at an annual salary of Two Hundred Fifty Thousand Dollars ($250,000), and an incentive bonus as determined by the Board of Directors. The agreement automatically renews for additional six-month periods unless either party has provided written termination of this Agreement at least 90 days prior to the expiration of such term.

 

NOTE 7 – SUBSEQUENT EVENTS

 

The company issued a note on April 3rd, 2024 with a principal amount of $60,000 and a discount of $6,000. The note has an interest rate of 8% per annum and has a maturity date of April 3rd, 2025. The note is convertible to shares in the event of non payment.

 

 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Plan of Operation

 

1606 Corp., a Nevada corporation (the “Company”), was incorporated in Nevada in February 2021 and spun-off from Singlepoint Inc. in April 2021. Management believes the assumptions made to carve out the Company’s underlying standalone financial statements from the consolidated Singlepoint results prior to the April 2021 spin-off are reasonable. Nevertheless, the financial statements may not include all the actual expenses that would have been incurred had the Company operated as a standalone company during the period prior to the spin-off. Actual costs that would have been incurred if the Company had operated as a standalone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas.

 

In August 2023, we achieved our goal of creating a chatbot using AI technology to be placed on CBD retailers’ and brands’ websites. This chatbot is able to answer questions specifically tailored to the CBD industry and can be trained on client specific questions as well as trained to accommodate other industries. In addition to the ability to answer questions, the bot can use answers and customer feedback to recommend a product from the list uploaded by the client.

 

On August 17, 2023, we engaged AR XTLabs to help in development of an AI chatbot specifically designed for the CBD industry. The chatbot offers CBD and wellness merchants the ability to increase sales by providing product recommendations, track user behavior for inventory management, and ChatCBDW can also provide information on products and education around the clock. Our bot was built on Microsoft Azure by AR XTLabs, a state-of-the-art development company in the AI space. ChatCBDW is a proprietary bot fully integrated with ChatGPT, a state-of-the-art language model developed by OpenAI. This integration equips ChatCBDW with natural language processing (NLP) and machine learning capabilities, allowing lifelike conversations and intelligent product recommendations. It's designed to drive sales, educate audiences on products, and provide analytics on customer preferences and behavior, contributing to inventory management. The chat technology is enhanced through a patent possible process that tailors product recommendations to merchant specifications.

 

In September 2023, we partnered with Cool Blue Distribution, a leading CBD distributor, to better expand our CBD expertise and gain access hundreds of retailers and brands. The Company agreed to install the bot on Cool Blue’s website as the first beta tester of our new chatbot.  

 

On October 312023, we announced that the beta version of our ChatCBDW bot was live on our site as well as cool blue Distributions website. We are working towards getting CBD brands and retailors to sign up for the bot on a monthly basis.

 

We are focused on signing business to use the chatbot with a monthly recuring licensing fee model. We are using a combination of our website, online ads, and email campaigns targeted towards CBD brands and retailers, we have cultivated considerable interest in 1606 and our AI Chatbot technology. 

 

We are also using ISO’s or independent sales organizations to sell the Chatbot or include it in a package deal with their products. These ISO’s include but are not limited to CBD Distributors, website designers and builders, and payment processing services within and outside the CBD industry.

 

Results from Operations – For the three months ended March 31, 2024, as compared to March 31, 2023

 

Net Revenue. For the three months ended March 31, 2024 and 2023, we generated revenues of $7,195 and $1,170, respectively.

 

Cost of Goods Sold. For the three months ended March 31, 2024 and 2023, cost of revenue was $7,313 and $1,225, respectively.

 

Gross Profit. As a result of the foregoing, we had a negative gross profit of $118 for the three months ended March 31, 2024, compared with a negative gross profit of $55 for the three months ended March 31, 2023.

 

Operating Expenses. For the three months ended March 31, 2024 and 2023, total operating expenses were $577,910 and $292,657, respectively. The increase was primarily due to higher legal and professional expenses related to regulatory filings and listing of our common stock, higher advertising and marketing spend associated with efforts to expand distribution of our product offerings and higher salaries and wages.

 

Net Loss. For the three months ended March 31, 2024 and 2023, net loss was $286,437 and $292,712, respectively. The increase in net loss was primarily due to higher operating expenses as discussed above.

 

 
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Liquidity and Capital Resources

 

As of March 31, 2024, we have yet to achieve profitable operations, and while we hope to achieve profitable operations in the future, if not, we may need to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable operations. These factors raise substantial doubt about our ability to continue as a going concern. Our principal sources of liquidity have been cash provided by operating activities, as well as our ability to raise capital. Our operating results for future periods are subject to numerous uncertainties and it is uncertain if we will be able to become profitable and continue growth for the foreseeable future. If management is not able to increase revenue and/or manage operating expenses, we may not be able to achieve profitability. Our ability to continue in existence is dependent on our ability to achieve profitable operations.

 

To continue operations for the next 12 months, we will have a cash need of approximately $1,000,000. Should we not be able to fulfill our cash needs through the increase of revenue, we will need to raise money through outside investors through convertible notes, debt or similar instrument(s). Our plans to pay off current liabilities through sales and increasing revenue through sales of our services and or products, or through financing activities as mentioned above, although there is no guarantee that we will ultimately do so.

 

Operating Activities

 

Net cash used in operating activities was $265,438 for the three months ended March 31, 2024, primarily as a result of our net loss of $286,437 and change in fair value of derivative liabilities of $291,591, offset by shares issued for services provided of $90,000, amortization of debt discount of $115,619, and net changes in operating assets and liabilities of $106,971.

 

Net cash used in operating activities was $234,975 for the three months ended March 31, 2023, primarily as a result of our net loss of $292,712, which was increased by net changes in operating assets and liabilities of $57,737. 

 

Investing Activities

 

There was no cash used in investing activities during the three months ended March 31, 2024. 

 

Net cash used in investing activities during the three months ended March 31, 2023, totaled $65,000. We made preliminary investments of $50,000 and $15,000 in two separate operating companies which were then subsequently written off.

 

Financing Activities

 

During the three months ended March 31, 2024, our financing activities provided cash of $232,368, including $125,006 from the sale of our common stock, $170,000 in net proceeds from convertible notes, and $70,000 in proceeds from the note payable to our CEO. We also repaid $132,638 of convertible notes.

 

For the three months ended March 31, 2023, our financing activities provided cash of $415,021 including $2,521 resulting from additional borrowings from our CEO and $412,500 from the sale of our common stock.

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Notes to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.

 

Loss Contingencies

 

We are subject to various loss contingencies arising in the ordinary course of business. We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired, or a liability has been incurred and the amount of the loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals should be adjusted.

 

Income Taxes

 

We recognize deferred tax assets (future tax benefits) and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities represent the expected future tax return benefits or consequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled.

 

 
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Recent Accounting Pronouncements

 

See Note 2 of the financial statements for discussion of Recent Accounting Pronouncements.

 

Off-Balance Sheet Arrangements

 

We are not currently a party to, or otherwise involved with, any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

Recently Adopted Accounting Standards

 

None.

 

Purchase of Significant Equipment

 

We have not previously, nor do we intend to purchase any significant equipment during the next twelve months.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), we are not required to provide the information required by this Item as we are a “smaller reporting company,” as defined by Rule 229.10(f)(1).

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

We have performed an evaluation under the supervision and with the participation of our management, including our President and Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2024. Based on that evaluation, our management, including our President and CEO, who also serves as our CFO, concluded that our disclosure controls and procedures were not effective as of March 31, 2024 to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer, as appropriate to allow timely decisions regarding required disclosure due to the material weaknesses described below.

 

Based on our evaluation under the framework described above, our management concluded that we had “material weaknesses” (as such term is defined below) in our control environment and financial reporting process consisting of the following as of the Evaluation Date:

 

1)

lack of a functioning audit committee resulting in ineffective oversight in the establishment and monitoring of required internal control and procedures; and

2)

inadequate segregation of duties consistent with control objectives.

 

A “material weakness” is defined under SEC rules as 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 by the company’s internal controls.

 

A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

 

Changes in Internal Control over Financial Reporting

 

There has been no change in the Company’s internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the Company’s quarter ended March 31, 2024, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 
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PART II–OTHER INFORMATION

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

Common Stock

 

During the three months ended March 31, 2024, the Company issued an aggregate of 3,929,408 shares of Common Stock to GHS Investments, LLC for aggregate consideration of $125,006.

 

During the three months ended March 31, 2024, the Company issued 250,000 shares of Common Stock to each of Derek McCarthy and Duskin Direct Marketing, Inc. under consulting agreements for consulting services provided.

 

Class A Preferred Stock

 

During the three months ended March 31, 2024, an aggregate of 40,000 shares of Class A Preferred Stock was issued to the members of the Company’s Board of Directors for services provided.

 

Convertible Promissory Notes

 

During the three months ended March 31, 2024, we issued three convertible promissory notes in the aggregate principal amount of $219,000 to 1800 Diagonal Lending LLC.

  

The securities above were issued in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D under the Securities Act, based in part on the representations of the investors. No commissions were paid in connection with the sales of the securities above.

 

 
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Table of Contents

 

Item 6. Exhibits.

 

Exhibit

Number

 

Name of Exhibit

31.1

Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (1)

 

 

 

31.2

Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (1)

 

 

 

32.1

Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (1)

 

 

 

101.INS

 

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH

 

Inline XBRL Taxonomy Extension Schema

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase

104

 

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

________________

(1) Filed herewith.  In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act except to the extent that the registrant specifically incorporates it by reference.

 

 
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Table of Contents

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

1606 Corp.

 

 

 

 

 

Dated: May 15, 2024

By:

/s/ Gregory Lambrecht

 

 

 

Gregory Lambrecht

 

 

 

Chief Executive Officer

(Principal Executive Officer) and

Chief Financial Officer (Principal Financial

and Accounting Officer)

 

 

 
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