1606 Corp 10-Q/A for FY2023 Q1

1606 Corp. (CBDW)

10-Q/A 2024-05-15 For: 2023-03-31

Added on April 10, 2026

About this 10-Q/A

1606 Corp filed this 10-Q/A on May 15, 2024, covering the quarter ended March 31, 2023 (FY2023 Q1).

Headline figures

Quarter ended March 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1170; down 76.2% from $4920 a year earlier
Net loss: $292.71K; compared with a net loss of $145.77K a year earlier

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PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements
	Condensed Balance Sheets (unaudited)	4
	Condensed Statements of Operations (unaudited)	5
	Condensed Statements of Stockholders’ Deficit (unaudited)	6
	Condensed Statements of Cash Flows (unaudited)	7
	Notes to Condensed Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	15
Item 4.	Controls and Procedures	15

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	17
Signatures		18

1606 CORP. CONDENSED BALANCE SHEETS (unaudited)

	March 31,			December 31,
	2023			2022
ASSETS	(as restated)
Current Assets:
Cash	$	220,111		$	105,065
Accounts Receivable		3,591			-
Note Receivable		11,500			-
Inventory		113,074			113,174
Prepaids & Other Current Assets		12,684			13,577
Total Current Assets		360,960			231,816
Other Assets		65,000			-
Total Assets	$	425,960		$	231,816

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Credit Card Payable	$	23,081		$	25,188
Accrued Expenses		11,442			-
Accrued Expenses - Related Party		62,500			-
Accrued Interest Payable - Related Party		5,694			3,173
Note Payable to Related Party		735,050			735,050
Note Payable to Related Party		63,456			63,456
Total Current Liabilities		901,223			826,867

Commitments and Contingencies (Note 5)

Undesignated Preferred Stock, par value $0.0001; 40,000,000 authorized; no shares issued and
outstanding as of March 31, 2023 and December 31, 2022		-			-
Class A Convertible Preferred Stock, par value $0.0001 per share, 60,000,000 shares authorized;
56,432,595 and 56,635,000 shares issued and outstanding as of March 31, 2023 and
December 31, 2022, respectively		5,643			5,663
Common Stock, par value $0.0001 per share, 5,000,000,000 shares authorized, 43,213,519 and
and 37,428,394 shares issued and outstanding as of March 31, 2023 and December 31, 2022,
respectively		4,321			3,743
Additional Paid-in Capital		648,783			236,841
Accumulated Deficit		(1,134,010	)		(841,298	)
Total Stockholders' Deficit		(475,263	)		(595,051	)

Total Liabilities and Stockholders' Deficit	$	425,960		$	231,816

1606 CORP. CONDENSED STATEMENTS OF OPERATIONS (unaudited)

	Three Months Ended
	March 31
	2023			2022
	(as restated)
Revenues, net of discounts	$	1,170		$	4,920

Cost of goods sold		1,225			1,764

Gross profit (loss)		(55	)		3,156

Operating expenses:
Selling, general and administrative		292,657			148,922
Total operating expenses		292,657			148,922

Loss before Income tax		(292,712	)		(145,766	)

Income tax expense (benefit)		-			-

Net loss	$	(292,712	)	$	(145,766	)

Net loss per share - basic and diluted	$	(0.01	)	$	(0.00	)

Weighted average shares outstanding - basic and diluted		37,925,610			37,103,388

1606 Corp. CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT (unaudited)
(as restated)

	Preferred Stock						Common Stock				Additional Paid-in			Accumulated			Total Stockholders'
	Shares			Amount			Shares		Amount		Capital			Deficit			(Deficit)

Balance, December 31, 2021		56,635,000		$	5,663			37,103,394	$	3,710	$	74,374		$	(301,261	)	$	(217,514	)

Net loss		-			-			-		-		-			(145,766	)		(145,766	)

Balance, March 31, 2022		56,635,000		$	5,663			37,103,394	$	3,710	$	74,374		$	(447,027	)	$	(363,280	)

Balance, December 31, 2022		56,635,000		$	5,663			37,428,394	$	3,743	$	236,841		$	(841,298	)	$	(595,051	)

Net loss		-			-			-		-		-			(292,712	)		(292,712	)

Share conversions		(202,405	)		(20	)		5,060,125		506		(486	)		-			-
Common stock issued for cash		-			-			725,000		73		412,428			-			412,500
Balance, March 31, 2023		56,432,595		$	5,643			43,213,519	$	4,321	$	648,783		$	(1,134,010	)	$	(475,263	)

1606 CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)

	Three Months Ended March 31,
	2023			2022
Cash flows from operating activities:	(as restated)
Net loss	$	(292,712	)	$	(145,766	)

Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts receivable		(3,591	)		-
Note receivable		(11,500	)		-
Inventory		100			(475	)
Prepaids & Other Current Assets		892			360
Credit Card Payable		(2,107	)		-
Accrued Expenses		73,942			-

Net cash used in operating activities		(234,976	)		(145,881	)

Cash flows from investing activities:
Net cash used in investing activities		(65,000	)		-

Cash flows from financing activities:
Increase in Note Payable to Shareholder		2,521			145,000
Proceeds from sale of common stock		412,500			-

Net cash provided by financing activities		415,021			145,000

Net Change in Cash		115,045			(881	)

Cash, beginning of the period		105,065			9,543

Cash, end of the period	$	220,111		$	8,662

Supplemental Disclosure of Cash Flows Information:
Cash paid for interest	$	-		$	-
Income taxes paid	$	-		$	-

	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

	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.

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)

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

	1606 Corp.

Dated: April 15, 2024	By:	/s/ Gregory Lambrecht
		Gregory Lambrecht
		Chief Executive Officer, Chief Financial Officer, Director

1.	I have reviewed this Form 10-Q for 1606 Corp. for the quarter ended March 31, 2023;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	1606 Corp.

Date: April 15, 2024	By:	/s/ Gregory Lambrecht
	Name:	Gregory Lambrecht
	Title:	CEO
		(Chief Executive Officer)

	By:	/s/ Gregory Lambrecht
		Gregory Lambrecht
		Chief Financial Officer
		(Principal Financial Officer)