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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-04-01 · 336 added, 391 removed, 40 unchanged (95% of the section changed)

9A - CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the

design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange

Act of 1934, as amended, or the Exchange Act, as of December 31, 2021, to ensure that information required to be disclosed by us in the

reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified

in the Securities Exchange Commissions rules and forms, including to ensure that information required to be disclosed by us in

the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal

executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding

required disclosure.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December

31, 2021, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses

identified and described in Item 9A(b).

principal executive officers do not expect that our disclosure controls or internal controls will prevent all error and all fraud.

our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal

executive officers have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter

how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met.

the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered

relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance

that all control issues and instances of fraud, if any, within the Company have been detected.

These inherent limitations include the

realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally,

controls can be circumvented if there exists in an individual a desire to do so.

There can be no assurance that any design will succeed

in achieving its stated goals under all potential future conditions.

Management Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over

financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as amended, as a process designed

by, or under the supervision of, our principal executive and principal financial officer and effected by our board of directors, management

and other personnel, 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 in the United States and includes those

policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and any disposition of our

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations

of our management and directors;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements.

Projections of any

evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

material weakness is 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 our annual or interim financial statements will not be prevented or detected

on a timely basis.

ITEM 9A - CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures

We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of December 31, 2022, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2022, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described in Item 9A(b).

Our principal executive officers do not expect that our disclosure controls or internal controls will prevent all error and all fraud.

Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officers have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented if there exists in an individual a desire to do so.

There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

(b) Management Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as amended, as a process designed by, or under the supervision of, our principal executive and principal financial officer and effected by our board of directors, management and other personnel, 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 in the United States and includes those policies and procedures that:

· Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and any disposition of our assets;

· Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

· Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is 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 our annual or interim financial statements will not be prevented or detected on a timely basis.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022.

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway

Commission (COSO) in Internal Control-Integrated Framework.

Based on this assessment, Management identified the following two material

weaknesses that have caused management to conclude that, as of December 31, 2018, our disclosure controls and procedures, and our internal

control over financial reporting, were not effective at the reasonable assurance level:

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

Based on this assessment, Management identified the following two material weaknesses that have caused management to conclude that, as of December 31, 2022, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level:

We do not have written documentation of our internal control policies and procedures.

Written documentation of key internal controls

over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act.

Management evaluated the impact of our failure to

have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has

concluded that the control deficiency that resulted represented a material weakness.

Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act.

Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

We do not have sufficient segregation of duties within accounting functions, which is a basic internal control.

Due to our size and nature,

segregation of all conflicting duties may not always be possible and may not be economically feasible.

However, to the extent possible,

the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.

Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures

and has concluded that the control deficiency that resulted represented a material weakness.

address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements

included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods

Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our

financial condition, results of operations and cash flows for the periods presented.

Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control

over financial reporting.

Managements report was not subject to attestation by our registered public accounting firm pursuant

to the rules of the Securities and Exchange Commission that permit us to provide only our managements report in this Annual Report.

Remediation of Material Weaknesses

remediate the material weakness in our documentation, evaluation and testing of internal controls we plan to engage a third-party firm

to assist us in remedying this material weakness once resources become available.

also intend to remedy our material weakness with regard to insufficient segregation of duties by hiring additional employees in order

to segregate duties in a manner that establishes effective internal controls once resources become available.

Changes in Internal Control over Financial Reporting

change in our system of internal control over financial reporting occurred during the period covered by this report, fourth quarter of

the fiscal year ended December 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control

over financial reporting.

9B – OTHER INFORMATION

10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

and Executive Officers

following table sets forth the names, ages, and biographical information of each of our current directors and executive officers, and

the positions with the Company held by each person, and the date such person became a director or executive officer of the Company.

executive officers are elected annually by the Board of Directors.

Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.

However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.

Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only our management’s report in this Annual Report.

To remediate the material weakness in our documentation, evaluation and testing of internal controls we plan to engage a third-party firm to assist us in remedying this material weakness once resources become available.

We also intend to remedy our material weakness with regard to insufficient segregation of duties by hiring additional employees in order to segregate duties in a manner that establishes effective internal controls once resources become available.

(d) Changes in Internal Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the period covered by this report, fourth quarter of the fiscal year ended December 31, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B – OTHER INFORMATION

ITEM 9C – DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the names, ages, and biographical information of each of our current directors and executive officers, and the positions held by each person, and the date such person became a director or executive officer.

Our executive officers are elected annually by the Board of Directors.

The directors serve one-year terms until their successors are elected.

The executive officers serve terms of one year or until their death, resignation or removal by the Board of Directors.

Family relationships

among any of the directors and officers are described below.

Family relationships among any of the directors and officers are described below.

Kevin “Duke” Pitts

President, Director (2018)

Robert Madden

Secretary, Chief Financial Officer (2022)

William Bossung

Director (2014)

Chief Financial Officer, Director (2014)

Duke Pitts , age 62, was appointed to our Board of Directors on September 28, 2018, and as our President on September

Director (2019)

Kevin “Duke” Pitts , age 63, was appointed to our Board of Directors on September 28, 2018, and as our President on September 24, 2019.

Pitts is a proven leader who has 30 years of senior management experience within a technology-driven industry.

has been the President and Owner of Envision Enterprises, a consumer electronic integration business, where he has worked since 2007.

Pitts has been the President and Owner of Envision Enterprises, a consumer electronic integration business, where he has worked since 2007.

Earlier in his career, Mr.

1 unchanged sentence

His deep experience in senior management and marketing will be of great value to us.

Bossung , age 63, has served as our Secretary, Chief Financial Officer, and member of the Board of Directors since our inception Mr.

Robert Madden , age 51, was appointed as our Secretary and Chief Financial Officer on June 2, 2022.

Madden has been working in the accounting industry for over 30 years.

From 1990 to 2012 he worked for several companies starting as a staff accountant, then assistant controller position, finally the company controller position.

During that time, he worked in the wholesale apparel, advertising, television, and special event industries.

From 2012 to 2015, he took a sabbatical and lived overseas volunteering for different NGO’s and non-profit organizations.

During the sabbatical, he volunteered for a British NGO, worked as their CFO, and was the driving force in getting the organization registered with 2 foreign nations.

In 2016, he moved back to the United States and started an accounting consulting business.

From 2016 to the present, he was hired to fill either a Controller or CFO position for several private and public companies, including United Concerts from 2016 through 2018, Bakken Water Transportation Services, Inc.

from 2019 to the present, Geopulse Exploration, Inc.

from 2016 through 2019, and Humatech, Inc.

from 2021 to the present.

He graduated from the University of Utah with a bachelor’s degree in accounting and from Westminster College with an MBA with a certificate of accounting.

William Bossung , age 64, has served as a member of the Board of Directors since our inception, and was our Secretary and Chief Financial Officer from our inception until June 2, 2022.

Bossung has a diverse background in Corporate Finance, Insurance and accounting.

From 2003 to August 2006 Mr.

co-founder of BCF Technology, an insurance software company that was ultimately sold to Vertafore in August of 2006.

During January 2012

Bossung was co-founder of BCF Technology, an insurance software company that was ultimately sold to Vertafore in August of 2006.

During January 2012 Mr.

Bossung co-founded Splash Beverage Group, (SBEV) a beverage distribution company that distributes both alcohol and non-alcohol products.

The company’s products are sold in over 25,000 retail locations Mr.

Bossung is the managing partner of Bishop Equity Partners LLC,

a small boutique private equity firm that invests in both private and public companies.

Bossung is the managing partner of Bishop Equity Partners LLC, a small boutique private equity firm that invests in both private and public companies.

From 1997 to 2002 Mr.

Bossung was the Director

of Corporate Finance of Chadmoore Wireless Group, the company was engaged in the business of wireless communications utilizing 800 MHZ

Chadmoore aggregated over 5500 Specialized Mobile Radio licenses from the Federal Communications Commission, the licenses

were acquired by Nextel, then merged into the Sprint PCS wireless network.

Bossung currently holds an Insurance License and earned

a bachelors degree in accounting and finance from Bloomsburg State University.

Croyle , age 70, was appointed to our Board of Directors on September 24, 2019.

Croyle is a private investor and an accomplished

Senior Executive with more than 40 years of success across the IT, energy, manufacturing, telecommunications, venture capital, and finance

His broad areas of expertise include M&A, negotiations, service contracts and delivery, executive development

and mentoring, and managing complexities.

Since 2009 Bill is has been a founder, owner or executive of EnTX Group, Impact Legacy Partners,

FB Oilfield Special Tools and Western Energy Advisors.

He is Chairman of the Colorado Chapter of the Marine Corps Scholarship Foundation,

and he has served on the boards of Hill City Silica LLC, the University of Colorado Advocates program, the Association for Corporate

Growth/Denver, and the Denver Consulting Alliance.

Bossung was the Director of Corporate Finance of Chadmoore Wireless Group, the company was engaged in the business of wireless communications utilizing 800 MHZ frequencies.

Chadmoore aggregated over 5500 Specialized Mobile Radio licenses from the Federal Communications Commission, the licenses were acquired by Nextel, then merged into the Sprint PCS wireless network.

Bossung currently holds an Insurance License and earned a bachelor’s degree in accounting and finance from Bloomsburg State University.

Our founders believed that Mr.

Bossung’s broad experience in corporate financing and accounting, dating back to 2003, made him an attractive candidate to serve on our board of directors.

Bill Croyle , age 71, was appointed to our Board of Directors on September 24, 2019.

Croyle is a private investor and an accomplished Senior Executive with more than 40 years of success across the IT, energy, manufacturing, telecommunications, venture capital, and finance industries.

His broad areas of expertise include M&A, negotiations, service contracts and delivery, executive development and mentoring, and managing complexities.

Since 2009 Bill is has been a founder, owner or executive of EnTX Group, Impact Legacy Partners, FB Oilfield Special Tools and Western Energy Advisors.

He is Chairman of the Colorado Chapter of the Marine Corps Scholarship Foundation, and he has served on the boards of Hill City Silica LLC, the University of Colorado Advocates program, the Association for Corporate Growth/Denver, and the Denver Consulting Alliance.

Bill served in the Marine Corps 1972-1974.

Croyle holds Certificates in Energy

Finance and Management from the University of Denver and International Trade from World Trade Center Denver.

He graduated from the University

of California, Santa Barbara, with a BA in History and minor in French.

Relationships

are no family relationships between any of our officers or directors.

Directorships;

Croyle holds Certificates in Energy Finance and Management from the University of Denver and International Trade from World Trade Center Denver.

He graduated from the University of California, Santa Barbara, with a BA in History and minor in French.

Our directors believed that Mr.

Croyle’s experience as a business founder and finance certifications made him an attractive candidate to serve on our board of directors.

Family Relationships

There are no family relationships between any of our officers or directors.

Other Directorships;

Director Independence

than as set forth above, none of our officers and directors is a director of any company with a class of securities registered pursuant

to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment

company under the Investment Company Act of 1940.

purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2).

The OTCQB on which

shares of common stock are quoted does not have any director independence requirements.

The NASDAQ definition of Independent Officer

means a person other than an Executive Officer or employee of the company or any other individual having a relationship which, in the

opinion of the companys Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities

of a director.

According to the NASDAQ definition, none of our directors are independent.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who own more than ten percent

of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership

of common stock and other equity securities of the Company.

Officers, directors and greater than ten percent shareholders are required

by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

as set forth below, to our knowledge, none of our officers, directors, or beneficial owners of more than ten percent of our common stock

failed to file on a timely basis reports required by section 16(a) of the Exchange Act during the most recent fiscal year or prior fiscal

Board of Directors does not maintain a separate audit, nominating or compensation committee.

Functions customarily performed by such

committees are performed by its Board of Directors as a whole.

We are not required to maintain such committees under the applicable rules

of the OTCQB.

We do not currently have an audit committee financial expert since we currently do not have an audit committee

We intend to create board committees, including an independent audit committee, in the near future.

do not currently have a process for security holders to send communications to the Board.

the fiscal years ended December 31, 2021 and 2020, the Board of Directors met as necessary.

in Certain Legal Proceedings

of our officers or directors has, in the past ten years, filed bankruptcy, been convicted in a criminal proceeding or named in a pending

criminal proceeding, been the subject of any order, judgment, or decree of any court permanently or temporarily enjoining him or her

from any securities activities, or any other disclosable event required by Item 401(f) of Regulation S-K.

have not adopted a written code of ethics, primarily because we believe and understand that our officers and directors adhere to and

follow ethical standards without the necessity of a written policy.

11 - EXECUTIVE COMPENSATION

Disclosure of Executive Compensation

Employment Agreement

October 17, 2017, we entered into an Employment Agreement with William Bossung, our Chief Financial Officer.

Pursuant to Mr.

Employment Agreement, we have agreed to pay Mr.

Bossung an annual base salary of $140,000, and he may receive employee stock options

as determined by the Board of Directors.

Bossungs employment is at will and either party may terminate the agreement

terminated without Cause or as a result of Constructive Termination, Mr.

Bossung will receive severance equal to three months

pay at his most recent Base Salary.

Bossung is terminated for Cause, Disability or death, or voluntarily resigns, he will not

receive any severance, only unpaid salary as of the date of termination and vested benefits.

The Employment Agreement includes non-compete

and non-solicitation provisions that apply during the term of the Employment Agreement and for a period of one year after Mr.

Capitalized terms in this section not defined herein have the meaning given to such term in the Employment Agreement.

Bossungs Employment Agreement also requires that certain proprietary information of ours be kept confidential.

We will be the

owner of certain intellectual property conceived or made by Mr.

Bossung prior to termination of the Employment Agreement.

Employment Agreement also contains other certain terms and conditions which are common in such agreements, and reference is made herein

to the text of the Employment Agreement which is filed herewith as Exhibit 10.1.

Independent Contractor Agreement

October 1, 2019, we entered into an Independent Contractor Agreement with Kevin Duke Pitts.

Pursuant to this agreement,

Other than as set forth above, none of our officers and directors is a director of any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2).

The OTCQB on which shares of our common stock are quoted does not have any director independence requirements.

The NASDAQ definition of “independent director” means a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

According to the NASDAQ definition, Mr.

Bossung and Mr.

Croyle are independent directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.

Officers, directors and greater than ten percent shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

Except as set forth below, to our knowledge, none of our officers, directors, or beneficial owners of more than ten percent of our common stock failed to file on a timely basis reports required by section 16(a) of the Exchange Act during the most recent fiscal or prior fiscal year.

Board Committees

Our Board of Directors maintains separate audit, nominating and compensation committees.

The members of all three committees are only our two independent directors, William Bossung and Bill Croyle

Audit Committee .

Our audit committee consists of two independent directors.

The members of the audit committee are William Bossung and Bill Croyle.

The audit committee will consist exclusively of directors who are financially literate.

In addition, Mr.

Bossung is considered an “audit committee financial expert” as defined by the SEC’s rules and regulations.

The audit committee responsibilities include:

· Review and reassess the adequacy of the Audit Committee Charter annually and submit the Charter to the Board for approval.

· Review our annual audited financial statements and any reports or other financial information as the Committee may request, including, without limitation, any material submitted to any governmental body, or the public, including any certification, report, opinion or review rendered by the registered public accountants.

Discuss major issues and significant changes regarding accounting and auditing principles and practices as well as the adequacy of internal controls that could significantly affect our financial statements.

· Review any reports to management prepared by the internal auditing department, together with management’s response.

Review with management and the registered public accountants significant financial reporting issues and judgments made in connection with the preparation of our financial statements.

· Review with management and the registered public accountants our annual report on Form 10-K and our quarterly report on Form 10-Q prior to its filing or prior to the release of earnings.

The chair of the Committee may represent the entire Committee for purposes of these reviews.

· Review our major financial risk exposures and the steps management has taken to monitor and control such exposures.

· Establish procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal accounting controls, or auditing matters;

the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.

· The Committee shall be directly responsible for the appointment, compensation, and oversight of the work of our registered public accounting firm.

The Committee shall monitor the independence and effectiveness and approve the fees and other compensation to be paid to the registered public accountants.

On an annual basis, the Committee should review and discuss with the accountants all significant relationships the accountants have with us to confirm the accountants’ independence.

· Meet with the registered public accountants to review the scope, accuracy, completeness and overall quality of the annual financial statements.

· Receive from the registered public accountants the information they are required to communicate to the Committee under generally accepted auditing standards, including, without limitation a formal written statement delineating all relationships between the registered public accountants and us, consistent with Independence Standards Board Standard No.

1, engage in a dialogue with the registered public accountants with respect to any disclosed relationships or services that may impact the objectivity and independence of the registered public accountants, and recommend that the Board take appropriate action to enhance the independence of the registered public accountants, and reapprove all auditing services (which may entail providing comfort letters in connection with securities underwritings) and all non-audit services as provided for under Section 202 of Sarbanes-Oxley Act of 2002.

· In consultation with the registered public accountants, review the integrity of our financial reporting processes, both internal and external.

· Meet with management and the registered public accountants to review the planning and staffing of the audit.

· Discuss with the registered public accountants the matters required to be discussed by Statement on Auditing Standards No.

61, as modified or amended, relating to the conduct of the audit.

· Review with the registered public accountants any problems or difficulties the accountants may have encountered and any management letter provided by the accountants and our response to that letter.

Such review should include any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to required information, and any changes required in the planned scope of the audit.

· make regular reports to the Board of Directors.

The Committee shall also prepare the report required by the rules of the Securities and Exchange Commission to be included our annual proxy statement.

Compensation Committee .

Our compensation committee consists of two independent directors.

The members of the audit committee are William Bossung and Bill Croyle.

The compensation committee responsibilities include:

· Review the competitiveness of our executive compensation programs to ensure (a) the attraction and retention of executives, (b) the motivation of executives to

achieve our business objectives, and (c) the alignment of the interests of key leadership with the long-term interests of our shareholders.

Assist the Board in establishing CEO annual goals and objectives.

· Review trends in executive compensation, oversee the development of new compensation plans, and, when necessary, approve the revision of existing plans.

· Review and approve the compensation structure for executives.

· Oversee an evaluation of the performance of our executive officers and approve the annual compensation, including salary, bonus, incentive and equity compensation, for the executive officers.

Review and approve compensation packages for new executive officers and termination packages for executive officers.

· Review and make recommendations concerning long-term incentive compensation plans, including the use of equity-based plans.

· Periodically review the compensation paid to non-employee directors and make recommendations to the Board for any adjustments.

No member of the Committee will act to fix his or her own compensation except for uniform compensation to directors for their services as a director.

· Review periodic reports from management on matters relating to our compensation practices.

· Produce an annual report of the Compensation Committee on executive compensation for our annual proxy statement in compliance with and to the extent required by applicable Securities and Exchange Commission rules and regulations and any relevant listing authority.

· Obtain or perform an annual evaluation of the Committee’s performance and make applicable recommendations about, among other things, changes to the charter of the Committee.

Nominating Committee .

Our nominating committee consists of two independent directors.

The members of the nominating committee are William Bossung and Bill Croyle.

The nominating committee responsibilities include screening and recommending to the full Board director candidates for nomination.

The Nominating and Governance Committee will consider stockholder recommendations for candidates for the board of directors, although we do not currently have a process for security holders to send communications to the Board.

During the fiscal years ended December 31, 2022 and 2021, the Board of Directors met as necessary.

Involvement in Certain Legal Proceedings

None of our officers or directors has, in the past ten years, filed bankruptcy, been convicted in a criminal proceeding or named in a pending criminal proceeding, been the subject of any order, judgment, or decree of any court permanently or temporarily enjoining him or her from any securities activities, or any other disclosable event required by Item 401(f) of Regulation S-K.

On November 14, 2022, BergaMet NA, LLC, our subsidiary, received a warning letter from the FDA regarding claims we allegedly make about our Cholesterol Command product.

Specifically, that claims on our website, Facebook page, and the webpage of a retailer claim that

the products are intended for use in the cure, mitigation, treatment, or prevention of disease because they reduce cholesterol or are an anti-inflammatory.

On December 1, 2022, we responded to the warning letter notifying the FDA that we had hired a third-party to review our advertising and revise portions of our website, Facebook page, and online product listings.

This was the first warning letter we received from the FDA, and we are awaiting their response.

Other than as set forth above, we are not a party to or otherwise involved in any legal proceedings.

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions.

The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations.

However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

Code of Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions.

The full text of our code of business conduct and ethics will be posted on our corporate website and is filed as an exhibit to this registration statement.

We intend to disclose future amendments to certain provisions of our code of business conduct and ethics, or waivers of these provisions, on our corporate website or in filings under the Exchange Act.

ITEM 11 - EXECUTIVE COMPENSATION

Narrative Disclosure of Executive Compensation

Pitts Independent Contractor Agreement

On October 1, 2019, we entered into an Independent Contractor Agreement with Kevin “Duke” Pitts.

Pursuant to this agreement, Mr.

Pitts has agreed to serve as our President and Chief Executive Officer in exchange for $120,000 per year.

Compensation Table

following table sets forth information with respect to compensation earned by our Chief Executive Officer, President, Chief Financial

Officer and Chief Technology Officer for the years ended December 31, 2021 and 2020.

Incentive Plan

the years ended December 31, 2021 and 2020, none of the members of our Board of Directors received compensation for his or her service

as a director.

Equity Awards at Fiscal Year-End

June 10, 2020, our Board of Directors approved the Grey Cloak Tech, Inc.

2020 Omnibus Stock Grant and Option Plan and set aside 25,000,000

shares of our common stock for issuance thereunder.

Pursuant to the plan, officers, directors, key employees and certain consultants

may be granted stock options (including incentive stock options and non-qualified stock options), restricted stock awards, unrestricted

stock awards, or performance stock awards.

As of March 22, 2022, we have awarded an aggregate of nineteen million five hundred thousand

(19,500,000) options to twenty five (25) individuals at an exercise price of $0.05 per share.

12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth, as of March 22, 2022, certain information with respect to our equity securities owned of record or beneficially

by (i) each of our Officers and Directors;

(ii) each person who owns beneficially more than 10% of each class of our outstanding equity

The agreement had an expiration date of December 31, 2021, but has been extended indefinitely since then.

Madden Consulting Agreement

Effective June 1, 2022, we entered into a Consulting Agreement with Robert Madden.

Pursuant to the agreement, Madden has agreed to serve as our Chief Financial Officer and Secretary in exchange for $42,000 per year.

The agreement is effective for one year, and will automatically renew for successive one-year terms.

Summary Compensation Table

The following table sets forth information with respect to compensation earned by our President and our Secretary and Chief Financial Officer for the years ended December 31, 2022 and 2021.

Principal Position

Option Awards

Non-Equity Incentive Plan Compensation ($)

Nonqualified Deferred Compensation ($)

Kevin “Duke” Pitts

William Bossung (1)

Secretary and CFO

Robert Madden (1)

Secretary and CFO

Bossung resigned as our Secretary and Chief Financial Officer effective June 2, 2022, and was replaced by Robert Madden.

Director Compensation

For the years ended December 31, 2022 and 2021, none of the members of our Board of Directors received compensation for his service as a director.

Outstanding Equity Awards at Fiscal Year-End

On June 10, 2020, our Board of Directors approved the Grey Cloak Tech, Inc.

2020 Omnibus Stock Grant and Option Plan and set aside 25,000,000 shares of our common stock for issuance thereunder.

Pursuant to the plan, officers, directors, key employees and certain consultants may be granted stock options (including incentive stock options and non-qualified stock options), restricted stock awards, unrestricted stock awards, or performance stock awards.

As of December 31, 2022, we have awarded an aggregate of 19,500,000 options to twenty-five (25) individuals at an exercise price of $0.05 per share.

On December 26, 2022, we canceled 12,150,000 of the options and, on that same date, we approved the Healthy Extracts, Inc.

2022 Equity Incentive Plan and set aside 52,000,000 shares of our common stock for issuance thereunder.

On December 26, 2022, we approved a total of 15,975,000 Restricted Stock Units at $0.01 per share and 36,000,000 Restricted Stock Awards with a strike price of $0.00 to $0.01 to a total of sixteen (16) individuals.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of March 29, 2023, certain information with respect to our equity securities owned of record or beneficially by (i) each of our Officers and Directors;

(ii) each person who owns beneficially more than 10% of each class of our outstanding equity securities;

and (iii) all Directors and Executive Officers as a group.

and Address (1)

Ownership (2)

Duke Pitts (3)(5)

Bossung (3)(6)

Croyle (3)(4)(7)

Officers and Directors as a Group (3 Persons)

otherwise indicated, the address of the shareholder is c/o Healthy Extracts Inc.

otherwise indicated, based on 338,091,821 shares of common stock issued and outstanding.

Shares of common stock subject to convertible

preferred stock and options or warrants currently exercisable, or exercisable or convertible within 60 days, are deemed outstanding

for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for purposes

of computing the percentage of any other person.

one of our officers or directors.

663,670 shares of common stock held by BMJ Estate Matters, LLC, of which Mr.

Name and Address (1)

Common Stock Beneficial Ownership

Percentage of Common Stock Beneficial Ownership (2)

Kevin “Duke” Pitts (3)(5)

William Bossung (3)(6)

Bill Croyle (3)(4)(7)

Robert Madden (3)(8)

Jay Decker (9)

Shelton Decker (10)

Logan Decker (11)

All Officers and Directors as a Group (4 Persons)

Unless otherwise indicated, the address of the shareholder is c/o Healthy Extracts Inc.

Unless otherwise indicated, based on 345,172,442 shares of common stock issued and outstanding.

Shares of common stock subject to convertible preferred stock and options or warrants currently exercisable, or exercisable or convertible within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for purposes of computing the percentage of any other person.

Indicates one of our officers or directors.

Includes 663,700 shares of common stock held by BMJ Estate Matters, LLC, of which Mr.

Croyle is the controlling party.

options to acquire 2,200,000 shares of common stock at $0.05 per share.

options to acquire 2,250,000 shares of common stock at $0.05 per share.

options to acquire 500,000 shares of common stock at $0.05 per share.

warrants to acquire 6,000,000 shares of common stock at $0.05 per share.

issuer is not aware of any person who owns of record, or is known to own beneficially, five percent or more of the outstanding securities

of any class of the issuer, other than as set forth above.

Includes 16,000,000 Restricted Stock Awards that have vested, and 8,000,000 that have not vested.

Includes 2,475,000 Restricted Stock Units that have vested.

Includes 800,000 Restricted Stock Units that have vested.

Includes 3,000,000 Restricted Stock Awards that have vested, and 3,000,000 that have not vested.

Includes warrants to acquire 4,500,000 shares of common stock at $0.05 per share.

Jay Decker disclaims any ownership of securities held by his adult sons.

Shelton Decker is the adult son of Jay Decker.

Includes warrants to acquire 1,500,000 shares of common stock at $0.05 per share.

Logan Decker is the adult son of Jay Decker.

Includes warrants to acquire 1,500,000 shares of common stock at $0.05 per share, 100,000 Restricted Stock Units that have vested, and 1,050,000 Restricted Stock Units that have not vested.

The issuer is not aware of any person who owns of record, or is known to own beneficially, five percent or more of the outstanding securities of any class of the issuer, other than as set forth above.

There are no classes of stock other than common stock issued or outstanding.

are no current arrangements which will result in a change in control.

June 10, 2020, our Board of Directors approved the Grey Cloak Tech, Inc.

2020 Omnibus Stock Grant and Option Plan and set aside 25,000,000

shares of our common stock for issuance thereunder.

Pursuant to the plan, officers, directors, key employees and certain consultants

may be granted stock options (including incentive stock options and non-qualified stock options), restricted stock awards, unrestricted

stock awards, or performance stock awards.

As of March 22, 2022, we have awarded an aggregate of nineteen million five hundred thousand

(19,500,000) options to twenty five (25) individuals at an exercise price of $0.05 per share.

13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Employment Agreement

October 17, 2017, we entered into an Employment Agreement with William Bossung, our Chief Financial Officer.

Pursuant to Mr.

Employment Agreement, we have agreed to pay Mr.

Bossung an annual base salary of $140,000, and he may receive employee stock options

as determined by the Board of Directors.

Bossungs employment is at will and either party may terminate the agreement

terminated without Cause or as a result of Constructive Termination, Mr.

Bossung will receive severance equal to three months

pay at his most recent Base Salary.

Bossung is terminated for Cause, Disability or death, or voluntarily resigns, he will not

receive any severance, only unpaid salary as of the date of termination and vested benefits.

The Employment Agreement includes non-compete

and non-solicitation provisions that apply during the term of the Employment Agreement and for a period of one year after Mr.

Capitalized terms in this section not defined herein have the meaning given to such term in the Employment Agreement.

Bossungs Employment Agreement also requires that certain proprietary information of ours be kept confidential.

We will be the

owner of certain intellectual property conceived or made by Mr.

Bossung prior to termination of the Employment Agreement.

Employment Agreement also contains other certain terms and conditions which are common in such agreements, and reference is made herein

to the text of the Employment Agreement which is filed herewith as Exhibit 10.1.

Independent Contractor Agreement

October 1, 2019, we entered into an Independent Contractor Agreement with Kevin Duke Pitts.

Pursuant to this agreement,

There are no current arrangements which will result in a change in control.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Pitts Independent Contractor Agreement

On October 1, 2019, we entered into an Independent Contractor Agreement with Kevin “Duke” Pitts.

Pursuant to this agreement, Mr.

Pitts has agreed to serve as our President and Chief Executive Officer in exchange for $120,000 per year.

February 4, 2019, we issued and exchanged shares of our common stock for all of the outstanding equity securities of BergaMet.

the exchange, we were able to secure funds in BergaMet to pay off debt and provide capital for operations.

We paid an aggregate of over

$500,000 to retire convertible debt.

Prior to the exchange, we also entered into agreements with other holders of convertible debt to

convert their notes for an aggregate of 806,015 shares of common stock.

We also entered into conversion agreements with the holders of

our Series A Convertible Preferred Stock whereby all of the outstanding preferred stock was converted for an aggregate of 15,592,986

shares of common stock.

The conversion and repayment of the preferred stock and convertible debt have greatly improved our capitalization

acquisition of BergaMet has been extremely beneficial to us.

In addition to paying off our convertible debt, we are now able to better

position ourselves in the market.

BergaMet is an established company that was already generating revenues when we acquired it.

also has unique products that will fit nicely with our existing business.

We now plan on expanding our product line to other nutraceuticals.

Brain Nutrients, LLC

April 3, 2020, we entered into a Share Exchange Agreement with Ultimate Brain Nutrients, LLC, a Delaware limited liability company (UBN),

and the members of UBN, whereby we issued and exchanged 90,000,960 shares of our common stock for all of the outstanding equity securities

UBN is now our wholly-owned subsidiary.

The shares of common stock issued in the Exchange were equal to approximately 42.5% of

our outstanding common stock immediately following the exchange.

Because six of the seven members of UBN, including our majority shareholder

Jay Decker, were also member of BergaMet, this was an affiliated transaction.

is a science-based company that develops unique, plant-based superior health technology neuro-products that provide natural brain solutions.

UBN has numerous proprietary products, with four unique patent-pending formulations and two patents issued.

Decker Transactions

have entered into numerous transactions with Jay Decker, our majority shareholder (and his adult children, Logan Decker and Shelton Decker),

July 31, 2019, we received the last of four (4) signed convertible notes issued to various related parties with an effective date of

April 19, 2019.

The table below shows the effective date of each note, the amount of the note, the interest rate, the maturity date and

the purchaser of the note:

First Capital Properties LLC

Logan Bryce Decker

Shelton Sterling Decker

note bears interest at the rate indicated and is due on the maturity date given above.

The notes are convertible into shares of our common

stock from the date which is 12 months after the date of the note through the later of (i) the maturity date and (ii) the date of payment

of the default amount due upon certain change of control transactions or a default of the note.

Conversion of the notes is not allowed

to the extent the conversion would result in beneficial ownership by the holder and its affiliates of more than 9.99% of our outstanding

shares of common stock.

The conversion price of the notes is $0.03 per share.

October 3, 2019, we received the last of three (3) signed convertible notes issued to Jay W.

Decker, a related party, each with a different

effective date.

The table below shows the effective date of each note, the amount of the note, the interest rate, the maturity date and

the purchaser of the note:

Interest Rate

Maturity Date

note bears interest at the rate indicated and is due on the maturity date given above.

Conversion of the notes is not allowed to the

extent the conversion would result in beneficial ownership by the holder and its affiliates of more than 9.99% of our outstanding shares

of common stock.

The conversion price of the notes is $0.03 per share.

Conversion Agreements and Advance Conversion Agreements

April 13, 2020, we entered into a total of eighteen (18) agreements (16 Note Conversion Agreements and 2 Advance Conversion Agreements)

whereby an aggregate of $1,508,407.84 in outstanding principal and accrued interest was converted into an aggregate of 39,248,714 shares

of our common stock.

The conversion price was either $0.03 per share or $0.05 per share, depending on the individual agreement.

The conversions

included notes and advances held by our officers and directors and our largest shareholder, as follows:

Aggregate Principal

Aggregate Shares

$ 1,282,231.11

William Bossung

First Capital Properties LLC

Innovation Group Holdings, LLC

Purchase Agreements

October 15, 2020, we entered into four (4) Securities Purchase Agreements whereby we sold and issued 5,900,000 shares of our common stock

at $0.05 per share for aggregate consideration of $295,000.

The purchasers included our officers and directors and our largest shareholder,

Aggregate Principal

Aggregate Shares

Purchase Agreements

February 10, 2021, and effective December 29, 2020, the Company entered into Securities Purchase Agreements with Shelton Decker and Logan

Decker for the purchase and sale of an aggregate of 2,000,000 shares of Company common stock at $0.05 per share, as follows:

February 10, 2021, the Company issued promissory notes to Jay Decker dated December 14, 2020 and December 21, 2020 in the principal amount

of $100,000 and $70,000 respectively.

January 20, 2022, the Company issued a promissory note to Jay Decker in the principal amount of $185,000.

In conjunction therewith and

on the same date, the Company issued to Jay Decker warrants to purchase 2,000,000 shares of the Companys common stock at an exercise

price of $0.05 per share.

February 10, 2021, but effective December 21, 2020, the Company issued warrants to purchase an aggregate of 7,500,000 shares of the Companys

common stock, at an exercise price of $0.05 per share, as follows (the Warrants ), for consulting services rendered

to the Company:

January 20, 2022, the Company issued a promissory note to Jay Decker in the principal amount of $185,000.

In conjunction therewith and

on the same date, the Company issued to Jay Decker warrants to purchase 2,000,000 shares of the Companys common stock at an exercise

price of $0.05 per share.

purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2).

The OTCQB on which

shares of common stock are quoted does not have any director independence requirements.

The NASDAQ definition of Independent Officer

means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the

opinion of the Companys Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities

of a director.

According to the NASDAQ definition, none of our directors are independent.

14 – PRINCIPAL ACCOUNTING FEES AND SERVICES

Borgers CPA PC was our independent registered public accounting firm for the years ended December 31, 2021 and 2020.

and Non-Audit Fees

following table presents fees for professional services rendered by our independent registered public accounting firm for the audit of

our annual financial statements for the years ended December 31, 2021 and 2020.

The agreement had an expiration date of December 31, 2021, but has been extended indefinitely since then.

Madden Consulting Agreement

Effective June 1, 2022, we entered into a Consulting Agreement with Robert Madden.

Pursuant to the agreement, Madden has agreed to serve as our Chief Financial Officer and Secretary in exchange for $42,000 per year.

The agreement is effective for one year, and will automatically renew for successive one-year terms.

Jay Decker Transactions

We have entered into numerous transactions with Jay Decker, our majority shareholder, as follows:

BergaMet Acquisition

On February 4, 2019, we acquired BergaMet NA, LLC, a Delaware limited liability company (“BergaMet”).

BergaMet is a wholly-owned subsidiary through which we conduct our nutraceuticals business.

As a result of the acquisition, Jay Decker became our majority shareholder upon our issuance to him of 85,345,862 shares of our common stock.

The shares of common stock issued in the acquisition were equal to approximately 80.1% of our outstanding common stock immediately following the closing.

Ultimate Brain Nutrients, LLC Acquisition

On April 3, 2020, we acquired Ultimate Brain Nutrients, LLC, a Delaware limited liability company (“UBN”).

UBN is a wholly-owned subsidiary through which we conduct our plant-based neuro-products business.

As a result of the acquisition, Jay Decker became a significantly larger shareholder upon our issuance to him of 44,907,968 shares of our common stock.

The shares of common stock issued in the acquisition were equal to approximately 42.5% of our outstanding common stock immediately following the closing.

Securities Purchase Agreements

On February 10, 2021, and effective December 29, 2020, we entered into Securities Purchase Agreements with Shelton Decker and Logan Decker for the purchase and sale of an aggregate of 2,000,000 shares of our common stock at $0.05 per share, as follows:

Promissory Notes

On February 10, 2021, we issued promissory notes to Jay Decker dated December 14, 2020 and December 21, 2020 in the principal amount of $100,000 and $70,000 respectively.

On January 20, 2022, we issued a promissory note to Jay Decker in the principal amount of $185,000.

In conjunction therewith and on the same date, we issued to Jay Decker warrants to purchase 2,000,000 shares of our common stock at an exercise price of $0.05 per share.

On June 24, 2022, we entered into a Note Conversion Agreement with Jay Decker whereby Decker converted $17,000 in principal and $31.07 in interest on an outstanding convertible note into 340,621 shares of our common stock at a conversion price of $0.05 per share.

On February 10, 2021, but effective December 21, 2020, we issued warrants to purchase an aggregate of 7,500,000 shares of our common stock, at an exercise price of $0.05 per share, as follows (the “ Warrants ”), for consulting services rendered:

Shelton Decker

On January 20, 2022, we issued a promissory note to Jay Decker in the principal amount of $185,000.

In conjunction therewith and on the same date, we issued to Jay Decker warrants to purchase 2,000,000 shares of our common stock at an exercise price of $0.05 per share.

Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2).

The OTCQB on which shares of common stock are quoted does not have any director independence requirements.

The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the company or any other

individual having a relationship which, in the opinion of the company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

According to the NASDAQ definition, Mr.

Bossung and Mr.

Croyle are independent directors.

ITEM 14 – PRINCIPAL ACCOUNTING FEES AND SERVICES

BF Borgers CPA PC was our independent registered public accounting firm for the years ended December 31, 2022 and 2021.

Audit and Non-Audit Fees

The following table presents fees for professional services rendered by our independent registered public accounting firm for the audit of our annual financial statements for the years ended December 31, 2022 and 2021.

Years Ended December 31,

3 unchanged sentences

(1) Audit fees were principally for audit and review services.

the fees described above for the years ended December 31, 2021 and 2020, all were approved by the entire Board of Directors.

15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Financial Statements

following financial statements are filed as part of this report:

of Independent Registered Public Accounting Firm

Of the fees described above for the years ended December 31, 2022 and 2021, all were approved by the entire Board of Directors.

ITEM 15 – EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements

The following financial statements are filed as part of this report:

Report of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2022 and 2021

Statement of Operations for the year ended December 31, 2021 and 2020

Statement of Stockholders Deficit for the year ended December 31, 2021 and 2020

Statement of Cash Flows for the year ended December 31, 2021 and 2020

to Consolidated Financial Statements

Financial Statement Schedules

do not have any financial statement schedules required to be supplied under this Item.

to (b) below.

Statement of Operations for the years ended December 31, 2022 and 2021

Statement of Stockholders’ Deficit for the years ended December 31, 2022 and 2021

Statement of Cash Flows for the years ended December 31, 2022 and 2021

Notes to Financial Statements

(a)(2) Financial Statement Schedules

We do not have any financial statement schedules required to be supplied under this Item.

(a)(3) Exhibits

Refer to (b) below.

Articles of Incorporation of Grey Cloak Tech Inc.

1 unchanged sentence

Bylaws of Grey Cloak Tech Inc.

Employment Agreement by and between the Company and William Bossung, dated October 17, 2017

Independent Contractor Agreement by and between the Company and Kevin Duke Pitts, dated October 1, 2019

Supply Agreement with H&AD S.r.L.

dated January 1, 2019, as amended

Share Exchange Agreement dated February 4, 2019 by and among Grey Cloak Tech Inc., BergaMet NA, LLC, and the Members of BergaMet

Independent Contractor Agreement by and between the Company and Kevin “Duke” Pitts, dated October 1, 2019

Share Exchange Agreement with Ultimate Brain Nutrients, LLC and its members

Supply Agreement with H&AD S.r.L.

Lease Agreement dated January 20, 2022

Securities Purchase Agreement dated March 18, 2021

Promissory Note dated March 18, 2021

Licensing Agreement with Gelteq Ptd Ltd .

Private Label Agreement with Whitney Johns, Inc.

dated October 11, 2021

Common Stock Purchase Warrant dated February 10, 2022

Promissory Note dated February 22, 2022

Securities Purchase Agreement dated May 25, 2022

Convertible Promissory Note dated May 25, 2022

Consulting Agreement with Robert Madden

Loan Agreement with Amazon Capital Services, Inc.

entered into on October 7, 2022

Acquisition Agreement with Hyperion, L.L.C.

and Online Publishing & Marketing, LLC dated January 13, 2023

Securities Purchase Agreement dated January 24, 2023

10% OID Promissory Note dated January 24, 2023

Common Stock Purchase Warrant dated January 24, 2023

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

2 unchanged sentences

Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .

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by reference from our Registration Statement on Form S-1 dated and filed with the Commission on March 6, 2015.

by reference from our Annual Report on Form 10-K filed with the Commission on June 8, 2018.

by reference from our Current Report on Form 8-K filed with the Commission on April 8, 2020

by reference from our Quarterly Report on Form 10-Q dated and filed with the Commission on May 28, 2020.

by reference from our Annual Report on Form 10-K dated and filed with the Commission on February 19, 2021.

by reference from our Regulation A Offering Statement on Form 1-A dated and filed with the Commission on May 7, 2021.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

Extracts Inc .

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Incorporated by reference from our Registration Statement on Form S-1 dated and filed with the Commission on March 6, 2015.

Incorporated by reference from our Annual Report on Form 10-K dated and filed with the Commission on February 19, 2021.

Incorporated by reference from our Quarterly Report on Form 10-Q dated and filed with the Commission on May 28, 2020.

Incorporated by reference from our Regulation A Offering Statement on Form 1-A dated and filed with the Commission on May 7, 2021.

Incorporated by reference from our Current Report on Form 8-K filed with the Commission on April 8, 2020

Incorporated by reference from our Current Report on Form 8-K filed with the Commission on March 19, 2021

Incorporated by reference from our Current Report on Form 8-K filed with the Commission on March 2, 2022.

Incorporated by reference from our Current Report on Form 8-K filed with the Commission on June 7, 2022.

Incorporated by reference from our Quarterly Report on Form 10-Q dated and filed with the Commission on November 8, 2022.

Incorporated by reference from our Current Report on Form 8-K filed with the Commission on January 26, 2023.

Incorporated by reference from our Registration Statement on Form S-1 filed with the Commission on February 10, 2023.

ITEM 16 – 10-K SUMMARY

The issuer has elected not to provide a 10-K Summary.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Healthy Extracts, Inc.

March 31, 2023

/s/ Kevin “Duke” Pitts

Kevin “Duke” Pitts

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

March 31, 2023

/s/ Kevin “Duke” Pitts

Kevin “Duke” Pitts

March 31, 2023

William Bossung

and Chief Financial Officer

/s/ Robert Madden

Robert Madden

Chief Financial Officer, Secretary,

and Principal Accounting Officer

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-K

Item 9A. Controls and Procedures