What changed in this filing

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Item 1. Financial Statements

2022-11-08 compared with 2022-08-15 · 53 added, 42 removed, 335 unchanged (22% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30,

CURRENT ASSETS

16 unchanged sentences

STOCKHOLDERS' EQUITY (DEFICIT)

Preferred stock, $ 0.001 par value, 75,000,000 shares authorized,

none and none shares issued and outstanding, respectively

Common stock, $ 0.001 par value, 2,500,000,000 shares authorized,

344,491,821 and 338,887,410 shares issued and outstanding, respectively

Preferred stock, $ 0.001 par value, 75,000,000 shares authorized, none and none shares issued and outstanding, respectively

Common stock, $ 0.001 par value, 2,500,000,000 shares authorized, 345,172,442 and 338,887,410 shares issued and outstanding, respectively

Additional paid-in capital

7 unchanged sentences

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDING JUNE 30,

MONTHS ENDING

FOR THE THREE AND NINE MONTHS ENDING SEPTEMBER 30,

FOR THE 3 MONTHS ENDING

FOR THE 9 MONTHS ENDING

SEPTEMBER 30,

Gross revenue

10 unchanged sentences

Change in fair value on derivative

( 1,287,971 )

Loss on extinguishment of debt

5 unchanged sentences

( 1,026,538 )

( 2,523,857 )

NET GAIN/(LOSS)

36 unchanged sentences

Issuance of common stock for services

Issuance of common stock-Note Conversion

Issuance of common stock for services

Net (loss) gain for the period

Balance - June 30, 2022

( 1,026,538 )

Balance - August 31, 2022

$ ( 15,970,158 )

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

2 unchanged sentences

FOR THE 9 MONTHS

SEPTEMBER 30,

Cash Flows from Operating Activities:

2 unchanged sentences

$ ( 2,523,857 )

Adjustments to reconcile net loss to net cash

used in operating activities:

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

Depreciation and amortization

36 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2022 and 2021

September 30, 2022 and 2021

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

9 unchanged sentences

Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2022 and the results of operations and cash flows for the periods presented.

The results of operations for the months ending June 30, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future period.

In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2022 and the results of operations and cash flows for the periods presented.

The results of operations for the months ending September 30, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future period.

These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s form 10-K for the year ended December 31, 2021 filed with the SEC on April 1, 2022.

8 unchanged sentences

An allowance for inventory was established in 2018 and is evaluated each quarter to determine if all items are still sellable due to expiration dates.

As of June 30, 2022 and 2021, the total of inventory which was written off as an inventory allowance was $ 1,914,891 and $ 1,543,758 .

As of September 30, 2022 and 2021, the total of inventory which was written off as an inventory allowance was $ 1,914,891 and $ 1,543,758 .

Property and Equipment

6 unchanged sentences

With the acquisition of Ultimate Brain Nutrients on April 3, 2020 the Company added a purchasing value of $ 315,604 in patents to its balance sheet.

As of June 30, 2022, the Company believes that based upon qualitative factors, no impairment of indefinite-lived intangible assets is necessary.

As of September 30, 2022, the Company believes that based upon qualitative factors, no impairment of indefinite-lived intangible assets is necessary.

In accordance with Goodwill and Other Intangible Assets, goodwill is defined as the excess of the purchase price over the fair value assigned to individual assets acquired and liabilities assumed and is tested for impairment at the reporting unit level on an annual basis in the Company's fourth fiscal quarter or more frequently if indicators of impairment exist.

5 unchanged sentences

The Company sees the goodwill to have a ten-year useful life.

No goodwill impairment indicators were present, for the goodwill listed on the books as of June 30, 2022, after working through our analysis of goodwill during the months ending June 30, 2022.

No goodwill impairment indicators were present, for the goodwill listed on the books as of September 30, 2022, after working through our analysis of goodwill during the months ending September 30, 2022.

The Company has determined that the method applied represents the fair value of the asset group principally because the valuation of the intangibles with the asset group is based on the anticipated cash flows related to the revenue stream from its customers.

30 unchanged sentences

Concentration

There is no concentration of revenue for the six months ended June 30, 2021 and for the six months ended June 30, 2022 because the revenue was earned from multiple customers.

There is no concentration of revenue for the nine months ended September 30, 2021 and for the nine months ended September 30, 2022 because the revenue was earned from multiple customers.

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”.

2 unchanged sentences

The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

For the period ending June 30, 2021 and June 30, 2022, the Company did not have any amounts recorded pertaining to uncertain tax positions.

For the period ending September 30, 2021 and September 30, 2022, the Company did not have any amounts recorded pertaining to uncertain tax positions.

Fair Value Measurements

10 unchanged sentences

Balance, January 1, 2022

Issued during the six months ended June 30, 2022

Issued during the nine months ended September 30, 2022

Change in fair value recognized in operations

Converted during the year ended June 30, 2022

Balance, June 30, 2022

Converted during the year ended September 30, 2022

Balance, September 30, 2022

Recent Accounting Pronouncements

24 unchanged sentences

The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards.

The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities.

During the six months ended June 30, 2022, the Company issued $554,000 of convertible debt with a bifurcated conversion option.

The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on

extinguishment of the two separate accounting liabilities.

During the nine months ended September 30, 2021, the Company issued $354,000 of convertible debt with a bifurcated conversion option.

Common Stock Purchase Warrants

6 unchanged sentences

Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and incurring startup costs and expenses.

As a result, the Company incurred accumulated net losses from Inception (December 19, 2014) through the period ended June 30, 2022 of $ 15,799,935 .

As a result, the Company incurred accumulated net losses from Inception (December 19, 2014) through the period ended September 30, 2022 of $ 15,970,158 .

Due to our negative cash flow, the Company has substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued.

2 unchanged sentences

NOTE 4 – RELATED PARTY

For the six months ended June 30, 2022 and 2021, the Company had expenses totaling $ 1,000 and $ 36,000 respectively, to an officer and director for salaries, which is included in general and administrative expenses on the accompanying statement of operations.

As of June 30, 2022, there was a total of convertible debt of $0.00 and accrued interest payable of $0.00 due to an officer and director, employees, and shareholders.

For the nine months ended September 30, 2022 and 2021, the Company had expenses totaling $ 1,000 and $ 48,000 respectively, to an officer and director for salaries, which is included in general and administrative expenses on the accompanying statement of operations.

As of September 30, 2022, there was a total of convertible debt of $0.00 and accrued interest payable of $0.00 due to an officer and director, employees, and shareholders.

NOTE 5 – NOTES PAYABLE

As of June 30, 2022, the Company had the following:

Unsecured debt with shareholders of the Company, no due date, 0 % interest,

As of September 30, 2022, the Company had the following:

Unsecured debt with shareholders of the Company, no due date, 0 % interest,

As of June 30, 2022, the Company has an outstanding total of $ 17,031 in interest accrued for the above notes.

Unsecured debt, due 2/15/23, 10 % interest, default interest at 16%.

As of September 30, 2022, the Company has an outstanding total of $ 15,447 in interest accrued for the above notes.

NOTE 6 – CONVERTIBLE DEBT

As of June 30, 2022, the Company had the following:

As of September 30, 2022, the Company had the following:

Unsecured convertible debt, due 01/19/17 , 8 % interest, default interest at 18 %, converts at a 54% discount to market price based on the lowest trading prices in the last 20 days trading price

2 unchanged sentences

Unsecured convertible debt, due 05/01/23 , 12 % interest, converts at a market price of $0.05 per share.

Unsecured convertible debt, due 02/15/23 , 10 % interest, converts at a market price of $0.05 per share.

Below represent the Black-Scholes Option Pricing Model calculations for the above convertible note payables:

Convertible Option

Number of options valued

Value of Convertible Option

Unsecured Convertible debt #1

1 unchanged sentence

Unsecured Convertible debt #3

As of June 30, 2022, the Company has an outstanding total of $ 11,485 in accrued interest for the above convertible note.

As of September 30, 2022, the Company has an outstanding total of $ 17,560 in accrued interest for the above convertible note.

The convertible promissory notes #1 is in default but management has not been able to make contact with this party, due to them living out of the country.

9 unchanged sentences

During April 2018, the Company increased its authorized number of common shares to 2,500,000,000 .

2,500,000,000 .

The Board of Directors, in the future, has the authority to increase the authorized capital up to 4,000,000,000 shares based on shareholder approval.

3 unchanged sentences

The Amended Certificate also changes the conversion and voting rights of the Series A Preferred Stock.

The Series A Preferred Stock is now convertible into the number of shares of our common stock equal to 0.00006% of our outstanding common stock upon conversion.

The Series A Preferred Stock is now convertible into the number of shares of our common stock equal to 0.00006% of our outstanding common stock upon

The voting rights of the Series A Preferred Stock are now equal to the number of shares of common stock into which the Series A Preferred Stock may convert.

As of June 30, 2022, there are no outstanding shares of preferred stock.

As of September 30, 2022, there are no outstanding shares of preferred stock.

All the preferred stock was converted in common stock on February 4, 2019.

See recent developments for details.

Common Share Issuances

During the six month period ended June 30, 2022, the Company issued 6,907,917 shares of common stock while cancelling a total of 800,267 shares of common stock.

During the nine month period ended September 30, 2022, the Company issued 7,588,538 shares of common stock while cancelling a total of 800,267 shares of common stock.

During the third quarter 2022, the Company issued 340,000 shares of common stock for consulting fees along with issuing 340,621 shares of common stock to convert an outstanding note payable to a shareholder.

On May 19, 2022, the Company issued 4,400,000 shares of common stock for broker and consulting fees.

12 unchanged sentences

During the year ending December 31, 2021, the Company issued 14,000,000 warrants to 25 parties at a per share price between $0.05 and $0.075.

As of June 30, 2022, there were 14,012,000 warrants outstanding, of which 14,004,000 warrants are fully vested.

As of September 30, 2022, there were 14,012,000 warrants outstanding, of which 14,004,000 warrants are fully vested.

Stock Issued for Services

4 unchanged sentences

And additional 1,000,000 shares of common stock were issued in the second quarter as advertising fees.

On September 13, 2022, the Company issued 340,000 shares of common stock for consulting fees.

During the period ending June 30, 2022, the Company issued 6,400,000 shares of common stock for broker, consulting, and funding fees.

13 unchanged sentences

NOTE 8 – BUSINESS SEGMENT INFORMATION

As of June 30, 2022, the Company operated in two reportable segments (Corporate and Health Supplements) supported by a corporate group which conducts activities that are non-segment specific.

The following table presents selected financial information about the Company’s reportable segments for the six months ended June 30, 2022.

As of September 30, 2022, the Company operated in two reportable segments (Corporate and Health Supplements) supported by a corporate group which conducts activities that are non-segment specific.

The following table presents selected financial information about the Company’s reportable segments for the nine months ended September 30, 2022.

HEALTH SUPPLEMENTS

3 unchanged sentences

Gain (Loss) Before Income Tax

( 1,026,538 )

Identifiable Assets

5 unchanged sentences

At this time, the Company is unable to estimate the impact of this event on its operations.

The Company evaluated its June 30, 2022 financial statements for subsequent events through August 9, 2022, the date the financial statements were available to be issued.

The Company evaluated its September 30, 2022 financial statements for subsequent events through October 12, 2022, the date the financial statements were available to be issued.

The Company received a loan for $200,000 in October 2022.

The term of the loan is 12 months in which the first three months will be interest only payments and the last eight payments will be principal and interest.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements