Item 2. Management’s Discussion and Analysis
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following discussion should be read in conjunction with our condensed consolidated unaudited financial statements and notes to our unaudited
financial statements included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties.
Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors discussed
elsewhere in this report.
Overview
Based
on our diversified expertise in manufacturing, marketing, distribution, and technology services in a wide variety of consumer products,
including tobacco products, medical devices, and beverages, around the world, we have an innovative and consumer-focused approach to
brand portfolio management, resting on a strong understanding of consumers domestically, and we have established a footprint in more
than 50 key, international markets.
Since
2021, we continue under our 2019 five-year manufacturing and distribution agreement with an unrelated party to manufacture, distribute,
and sell condoms, electronic tobacco products, cigars, energy drinks, water beverages, and related merchandise, all using the HUSTLER®
brand name.
Results
of Operations for the Three Months Ended September 30, 2025, Compared to the Three Months Ended September 30, 2024
Sales
and Cost of Sales
During
the three months ended September 30, 2025 and 2024, we had net sales of $448,492 and $256,070, respectively, an increase of $192,422
or 75.1%. We had cost of sales of $270,666 and $130,072, respectively, and gross profit of $177,826 and $125,998, respectively. Revenues
are derived from the design, manufacture, and delivery of certain licensed products in accordance with our GloBrands-HUSTLER® distribution
agreement. We had higher revenue in the current period due to higher sales in our vapor product line where sales picked up in the last
three months ended September 30, 2025.
Operating
Expenses
During
the three months ended September 30, 2025 and 2024, employee costs were $142,869 and $129,743 respectively, an increase of $13,126 or
10.1%.
During
the three months ended September 30, 2025 and 2024, selling, general, and administrative expenses (“S,G&A”) were $201,461
and $218,480, respectively, a decrease of $17,019 or 7.8%. The decrease in S,G&A expenses period over period was the result of a
reduction in spending on marketing and promotions.
Other
Expense
Total
other expense during the three months ended September 30, 2025 was $239,704 compared to $639,047 the prior period. In the current
period we had $206,458 of interest expense, a loss of $38,936 on derivative valuation and a gain on forgiveness of debt of $5,690. In the prior period we had $190,399 of interest expense, a loss of $448,898 on derivative
valuation and other income of $250.
Net
Loss
Our
net loss from continuing operations for the three months ended September 30, 2025, was $406,208 compared to $861,272 for the three months
ended September 30, 2024, a decrease to our net loss of $455,064. Our net loss decreased in the current period due to the reasons discussed
above.
Results
of Operations for the Nine Months Ended September 30, 2025, Compared to the Nine Months Ended September 30, 2024
Sales
and Cost of Sales
During
the nine months ended September 30, 2025 and 2024, we had net sales of $1,077,743 and $1,075,952, respectively, an increase of only $1,791
or .2%. We had cost of sales of $544,681 and $456,533, respectively, and gross profit of $533,062 and $619,419, respectively. Revenues
are derived from the design, manufacture, and delivery of certain licensed products in accordance with our GloBrands-HUSTLER® distribution
agreement. We had higher revenue in the current period due to higher sales in our vapor product line where sales picked up in the last three months ended September 30, 2025.
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Operating
Expenses
During
the nine months ended September 30, 2025 and 2024, employee costs were $394,323 and $380,645 respectively, an increase of $13,678 or
3.6%.
During
the nine months ended September 30, 2025 and 2024, selling, S,G&A expenses were $541,774 and $601,714, respectively, a decrease
of $59,940 or 10%. The decrease in S,G&A expense period over period was the result of a reduction in spending on marketing
and promotions.
Other
Expense
Total
other expense during the nine months ended September 30, 2025 was $645,257 compared to $1,336,006 for the prior period. In the
current period we had $612,219 of interest expense, a loss of $34,552 on derivative valuation, a gain on forgiveness of debt of
$10,831 and other income of $6. In the prior period we had $561,099 of interest expense, a loss
of $775,157 on derivative valuation and other income of $250.
Net
Loss
Our
net loss from continuing operations for the nine months ended September 30, 2025, was $1,048,292 compared to $1,698,946 for the nine
months ended September 30, 2024, a decrease to our net loss of $650,654. Our net loss decreased in the current period due to the reasons
discussed above.
Liquidity
and Capital Resources
We
have had a history of losses from operations, as our expenses have been greater than our revenue. Our accumulated deficit was approximately
$62.8 million at September 30, 2025. As of September 30, 2025, we had current assets of $1.6 million and current liabilities of approximately
$24.5 million, resulting in a working capital deficit of approximately $22.9 million at September 30, 2025.
Operating
Activities
During
the nine months ended September 30, 2025, operations used $1,031,790 of net cash, comprised of a loss of $1,138,064, noncash items totaling
$218,680 consisting primarily of a gain recognized from the changes in fair values of derivative liabilities and debt discount amortization,
and changes in working capital totaling $112,406. During the nine months ended September 30, 2024, operations used $8,434 of net cash,
comprised of a loss of $1,814,150, noncash items totaling $967,890 consisting primarily of losses recognized from the changes in fair
values of derivative liabilities and debt discount amortization, and changes in working capital totaling $837,826.
Financing
Activities
During
the nine months ended September 30, 2025, financing activities provided $1,051,064 of cash, compared to $8,434 of cash provided
during the nine months ended September 30, 2024. Cash provided in financing consisted mostly of related party loans.
Our
Capital Resources and Anticipated Requirements
Our
monthly operating costs are approximately $35,000 per month, excluding approximately $50,000 of accruing interest expense and capital
expenditures. We continue to focus on generating revenue and reducing our monthly business expenses through cost reductions and operational
streamlining. We have only recently begun to generate enough cash to sustain our day-to-day operations, and we expect to access external
capital resources in the future to fund any new projects we may undertake. We cannot assure that we will be successful in obtaining such
capital.
If
we seek infusions of capital from investors, it is unlikely that we will be able to obtain additional debt financing. If we did incur
additional debt, we would be required to devote additional cash flow to servicing the debt and securing the debt with assets.
Our
issuance of additional shares for equity or for conversion of debt could dilute the value of our common stock and existing stockholders’
positions.
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Convertible
Debentures and Note Payable
We
currently have an outstanding amended, restated, and consolidated secured convertible debenture with Tekfine, LLC, an unrelated entity,
with a maturity date of April 30, 2027, to the extent not previously converted. The amended debenture had a total outstanding principal
balance of $2.4 million, with accrued interest of $2 million as of September 30, 2025. We also have four additional convertible debentures
with Tekfine with maturity dates ranging from December 8, 2022, until December 30, 2022, totaling $275,000, unless earlier converted.
The convertible debentures and accrued interest are convertible into shares of our common stock at the lower of $100 or $0.10 (depending
on the instrument) or the lowest bid price for the 20 trading days prior to conversion.
As
of September 30, 2025, there is $21,882 of short-term advances due to related parties. The advances are due on demand and included in
current liabilities. No demand for payment has been made.
Going
Concern
These
interim unaudited financial statements have been prepared on the going concern basis, which assumes that adequate sources of financing
will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly,
the interim unaudited financial statements do not include any adjustments related to the recoverability of assets and classification
of assets and liabilities that might be necessary should we not be unable to continue as a going concern.
Critical
Accounting Policies
We
have identified the policies outlined below as critical to our business operations and an understanding of our results of operations.
Refer to Note 2 – Summary of Significant Accounting Policies for discussion.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As
a smaller reporting company, we are not required to provide the information required by this item.
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