1606 CORP. Files Annual Report on Form 10-K for Fiscal Year Ended December 31, 2023

TL;DR

<b>1606 CORP. has filed its 2023 annual report (10-K) detailing its financial structure and corporate information.</b>

AI Summary

1606 CORP. (CBDW) filed a Annual Report (10-K) with the SEC on April 17, 2024. 1606 CORP. filed its annual report on Form 10-K for the fiscal year ended December 31, 2023. The company is incorporated in Nevada (NV) and its fiscal year ends on December 31. Its business address is located in Phoenix, Arizona (AZ). The filing includes details on common stock, par value $0.0001, with authorized shares of 5,000,000,000. Key dates mentioned include the filing date of April 17, 2024, and the period of report as December 31, 2023.

Why It Matters

For investors and stakeholders tracking 1606 CORP., this filing contains several important signals. This 10-K filing provides a comprehensive overview of 1606 CORP.'s financial position and operational status for the fiscal year 2023, which is crucial for investors to assess the company's performance and outlook. The detailed information on stock structure, including authorized and issued shares, and preferred stock types, is essential for understanding the company's capital structure and potential dilution.

Risk Assessment

Risk Level: low — 1606 CORP. shows low risk based on this filing. The filing is a standard 10-K, providing routine corporate and financial disclosures without immediate red flags, indicating a low level of immediate risk from this specific document.

Analyst Insight

Review the detailed breakdown of authorized and issued shares, as well as preferred stock classifications, to understand the company's capital structure and potential for future equity offerings.

Key Numbers

• 2023-12-31 — Fiscal Year End (Period of report)
• 5,000,000,000 — Authorized Common Stock (Common Stock, Par value $0.0001)
• 58,582,469 — Issued Common Stock (Common Stock, Par value $0.0001)
• 37,428,394 — Outstanding Common Stock (Common Stock, Par value $0.0001)
• 60,000,000 — Authorized Preferred Stock (Undesignated Preferred Stock)

Key Players & Entities

• 1606 CORP. (company) — Filer name
• 20231231 (date) — Conformed period of report
• 20240417 (date) — Filed as of date
• 0001877461 (company) — Central Index Key
• NV (jurisdiction) — State of incorporation
• AZ (location) — State of business address
• 5000000000 (dollar_amount) — Authorized shares of Common Stock
• 0.0001 (dollar_amount) — Par value of Common Stock

FAQ

Key Dates

• 2024-04-17: 10-K Filing Date — Official filing date of the annual report.
• 2023-12-31: Fiscal Year End — End date of the reporting period.

Key Financial Figures

• $0.0001 — (g) of the Act: Common Stock, par value $0.0001 per share Indicate by check mark if t
• $1.07 billion — fiscal year in which we have more than $1.07 billion in annual revenue; (2) the date we qual
• $700 million — large accelerated filer," with at least $700 million of public float (3) the issuance, in an
• $1.0 billion — y three-year period, by us of more than $1.0 billion in non-convertible debt securities held
• $428 billion — t has seen remarkable growth, valued at $428 billion in 2022 and projected to reach $2.25 tr
• $2.25 — billion in 2022 and projected to reach $2.25 trillion by 2030. With a compound annua
• $6.4 billion — he global CBD market size was valued at $6.4 billion in 2022 and is expected to grow at a co
• $580 — ix, AZ 85016, at a monthly base rent of $580. The lease is on a month-to-month basis
• $0.50 — te of 825,000 shares of Common Stock at $0.50 per share for a total purchase price of
• $412,500 — per share for a total purchase price of $412,500 to Srinivas Chitturi (Santander), Manga
• $204,488 — ts in the aggregate principal amount of $204,488. The notes have a 1-year term, bear int

Filing Documents

• onesix_10k.htm (10-K) — 595KB
• onesix_ex109.htm (EX-10.9) — 55KB
• onesix_ex1010.htm (EX-10.10) — 56KB
• onesix_ex311.htm (EX-31.1) — 11KB
• onesix_ex312.htm (EX-31.2) — 12KB
• onesix_ex321.htm (EX-32.1) — 5KB
• onesix_10kimg1.jpg (GRAPHIC) — 6KB
• onesix_10kimg2.jpg (GRAPHIC) — 7KB
• 0001477932-24-002182.txt (&nbsp;) — 2870KB
• onesix-20231231.xsd (EX-101.SCH) — 25KB
• onesix-20231231_lab.xml (EX-101.LAB) — 185KB
• onesix-20231231_cal.xml (EX-101.CAL) — 33KB
• onesix-20231231_pre.xml (EX-101.PRE) — 151KB
• onesix-20231231_def.xml (EX-101.DEF) — 86KB
• onesix_10k_htm.xml (XML) — 212KB

Forward Looking Statements

Forward Looking Statements This Annual Report on Form 10-K contains forward-looking statements, within the meaning of the Securities Exchange Act of 1934 and the Securities Act of 1933 that involve risks and uncertainties. Forward-looking statements convey our current expectations or forecasts of future events. All statements contained in this Annual Report other than statements of historical fact are forward-looking statements. Forward-looking statements include statements regarding our future financial position, business strategy, budgets, projected costs, plans and objectives of management for future operations. The words "may," "continue," "estimate," "intend," "plan," "will," "believe," "project," "expect," "seek," "anticipate," "should," "could," "would," "potential," or the negative of those terms and similar expressions may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. All of these forward-looking statements are based on information available to us at this time, and we assume no obligation to update any of these statements. Actual results could differ from those projected in these forward-looking statements as a result of many factors, including those identified in "Business," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere. We urge you to review and consider the various disclosures made by us in this report, and those detailed from time to time in our filings with the Securities and Exchange Commission, that attempt to advise you of the risks and factors that may affect our future results. Factors that could cause actual results to differ materially include, among others, our ability to make good decisions about the deployment of capital, our substantial capital requirements and absence of liquid

Business

Business 4 Item 1A.

Risk Factors

Risk Factors 5 Item 1B. Unresolved Staff Comments 5

Cybersecurity 5

ITEM 1C. Cybersecurity 5 Item 2.

Properties

Properties 6 Item 3.

Legal Proceedings

Legal Proceedings 6 Item 4. Mine Safety Disclosures 6 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 7 Item 6. [Reserved] 9 Item 7.

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

Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 11 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 11 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 11 Item 9A.

Controls and Procedures

Controls and Procedures 11 Item 9B. Other Information 12 Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections 12 PART III Item 10. Directors, Executive Officers and Corporate Governance 13 Item 11.

Executive Compensation

Executive Compensation 14 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 15 Item 13. Certain Relationships and Related Transactions, and Director Independence 16 Item 14. Principal Accountant Fees and Services 16 PART IV Item 15. Exhibits and Financial Schedules 18 Item 16. Form 10–K Summary 18 3 Table of Contents PART I

Business

Item 1. Business Company Overview 1606 Corp., a Nevada corporation (the " Company ," " we ," or " us ") was incorporated in Nevada in February 2021 as a spin-off from Singlepoint Inc. in April 2021. We started by offering a tobacco- and nicotine-free smoking alternative called "1606 Original Hemp." We started to sell hemp, aroma-free cigarettes, first by reselling the star brand, and eventually our own brand called "TRUZ." The brands expanded to include "Singlez," an individually packeted version of the TRUZ hemp cigarettes. This business has been discontinued. In August of 2023, we decided to use our knowledge of the cannabidiol (" CBD ") industry to move into AI chatbots specifically made for the CBD industry. We partnered with ARXT Labs to create a proprietary Chatbot using AI to answer customer questions and recommend a product based on their answers and preferences. We then signed a distribution contract with Cool Blue Distribution to sell the service to CBD companies as well as offer their CBD expertise through Cool Blue's owner, Don Flanagan. In late 2023, we debuted our first chat bot, "chatCBDW by CBDW AI," and began signing up customers to test and implement the bot on their CBD websites. With our corporate headquarters located in Phoenix, Arizona, our executive team experienced in CBD products, and our board's knowledge of the technology and AI spaces, we believe we are positioned to become the market leader for AI Bot technology. We also see the future potential for our chatbot technology to expand beyond the CBD industry to any industry with issues with consumer questions and indecisive over product choices. This includes the solar, beauty, and auto parts industries among many others. Distribution We are focused on signing business to use our chatbot with a monthly recuring licensing fee model. Through a combination of our website, online ads, and email campaigns targeted towards CBD brands and retailers, we have cultivated considerable inter

Risk Factors

Item 1A. Risk Factors. We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), and, as such, are not required to provide the information under this Item.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments. The Company is neither an accelerated ler nor a large accelerated ler, as dened in Rule 12b-2 of the Exchange Act (240.12b-2 of this chapter), nor is it a well-known seasoned issuer as dened in Rule 405 of the Securities Act (230.405 of this chapter), and as such is not required to provide the information required by this item. I tem 1C. Cybersecurity. For purposes of this section: "Cybersecurity incident" means an unauthorized occurrence, or a series of related unauthorized occurrences, on or conducted through our information systems that jeopardizes the confidentiality, integrity, or availability of our information systems or any information residing therein. 5 Table of Contents "Cybersecurity threat" means any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information residing therein. "Information systems" means electronic information resources, owned or used by us, including physical or virtual infrastructure controlled by such information resources, or components thereof, organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of our information to maintain or support our operations. Risk Management and Strategy We monitor our websites and online accounts frequently to manage risks associated with cyber-security risks. Our website is monitored by a third party to check if the website or email server is secure. Our webmaster informs us of any issues that may arise in the cyber sector. We are prepared to inform all parties necessary if any breach of cyber-security were to happen. We have never had this problem and so we have never had to inform consultants, auditors, or other third parties. We have never had a breach of cyber-security at any point in our past. The risk to us of cybersecurity threats is in data stora

Properties

Item 2. Properties. The Company leases approximately 100 square feet of office space at 2425 E. Camelback Road, Suite 150, Phoenix, AZ 85016, at a monthly base rent of $580. The lease is on a month-to-month basis.

Legal Proceedings

Item 3. Legal Proceedings. From time-to-time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures. Not applicable. 6 Table of Contents PART II

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

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our Common Stock is currently quoted on the OTC Markets, which is sponsored by OTC Markets Group, Inc. The OTC Markets is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current "bids" and "asks," as well as volume information. Our shares are quoted on the OTC Markets under the symbol "CBDW." Our Common Stock began trading in January 2023. The table below sets forth for the periods indicated the quarterly high and low bid prices as reported by OTC Markets. Limited trading volume has occurred during these periods. These quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions. 2024 High Low First Quarter $ 0.230 $ 0.023 2023 High Low First Quarter $ 14.00 $ 0.0100 Second Quarter $ 0.089 $ 0.0087 Third Quarter $ 0.075 $ 0.0210 Fourth Quarter $ 0.045 $ 0.0221 7 Table of Contents Our common stock is considered to be penny stock under rules promulgated by the SEC. Under these rules, broker-dealers participating in transactions in these securities must first deliver a risk disclosure document which describes risks associated with these stocks, broker-dealers' duties, customers' rights and remedies, market and other information, and make suitability determinations approving the customers for these stock transactions based on financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing, provide monthly account statements to customers, and obtain specific written consent of each customer. With these restrictions, the likely effect of designation as a penny stock is to decrease the willingness of broker-dealers to make a market for the stock, to decrease the liquidity

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

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this Annual Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this Annual Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. Plan of Operation 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,

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