HEALTHY EXTRACTS INC. 10-K

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm F-1 Balance Sheets as of December 31, 2022 and 2021 F-3 Statement of Operations for the years ended December 31, 2022 and 2021 F-4 Statement of Stockholders’ Deficit for the years ended December 31, 2022 and 2021 F-5 Statement of Cash Flows for the years ended December 31, 2022 and 2021 F-6 Notes to Financial Statements F-7 to F-18 54 Report of Independent Registered Public Accounting Firm To the shareholders and the board of directors of Healthy Extracts Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Healthy Extracts Inc. as of December 31, 2022 and 2021, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States. Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. F-1 Critical Audit Matter Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /S/ BF Borgers CPA PC (PCOAB ID 5041 ) We have served as the Company's auditor since 2020 Lakewood, CO March 31, 2023 F-2 HEALTHY EXTRACTS, INC. CONSOLIDATED BALANCE SHEETS (Audited) DECEMBER 31, DECEMBER 31, 2022 2021 ASSETS CURRENT ASSETS Cash $ 65,651 $ 222,098 Accounts receivable 105,794 133,340 Inventory 1,819,128 1,957,966 Total current assets 1,990,572 2,313,404 Fixed assets, net of accumulated depreciation of $ 44,709 and $ 45,474 , respectively 5,501 1,035 Patents/Trademarks 521,881 521,881 Deposit 16,890 - Prepaid Acquisition Costs 53,015 - Goodwill 193,260 193,260 Total other assets 790,546 716,175 TOTAL ASSETS $ 2,781,118 $ 3,029,579 LIABILITIES AND STOCKHOLDERS' DEFICIT LIABILITIES Accounts payable $ 91,316 $ 37,267 Accrued liabilities 94,554 59,264 Notes payable 275,370 - Notes payable - related party 866 170,866 Convertible debt, net of discount of $0.00 and $0.00, respectively 317,284 171,750 Convertible debt - related party, net of discount of $0.00 and $0.00, respectively - - Accrued interest payable 21,387 13,050 Accrued interest payable - related party - 14,118 Derivative liabilities 102,011 92,527 Total current and total liabilities 902,788 558,841 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, 345,172,442 and 338,384,171 shares issued and outstanding, respectively 345,172 338,384 Additional paid-in capital 17,459,899 17,075,974 Accumulated deficit ( 15,926,742 ) ( 14,943,620 ) Total stockholders' equity (deficit) 1,878,330 2,470,738 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 2,781,118 $ 3,029,579 The accompanying notes are an integral part of these unaudited consolidated financial statements. F-3 HEALTHY EXTRACTS, INC. CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDING DECEMBER 31, (Audited) FOR THE YEAR ENDING DECEMBER 31 2022 2021 REVENUE Gross revenue $ 2,251,469 $ 1,676,598 Net revenue 2,251,469 1,676,598 COST OF REVENUE Cost of goods sold 783,141 556,972 Written off inventory 96,811 424,548 Total cost of revenue 879,951 981,520 GROSS PROFIT 1,371,517 695,078 OPERATING EXPENSES General and administrative 2,283,107 2,584,256 Total operating expenses 2,283,107 2,584,256 OTHER INCOME (EXPENSE) Interest expense, net of interest income ( 64,690 ) ( 52,453 ) Change in fair value on derivative ( 9,484 ) ( 85,325 ) Loss on extinguishment of debt - - SBA loan forgiveness - 39,833 Gain on sale of asset 2,643 - Total other income (expense) ( 71,531 ) ( 97,945 ) Net gain/(loss) before income tax provision ( 983,121 ) ( 1,987,122 ) NET GAIN/(LOSS) $ ( 983,121 ) $ ( 1,987,122 ) Loss per share - basic and diluted $ ( 0.00 ) $ ( 0.01 ) Weighted average number of shares outstanding - basic and diluted 342,514,810 319,209,932 The accompanying notes are an integral part of these unaudited consolidated financial statements. F-4 HEALTHY EXTRACTS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) FOR THE YEARS ENDING DECEMBER 31, 2022 AND 2021 (Audited) Additional Preferred Stock Common Stock Paid-In Accumulated Shares Amount Shares Amount Capital Deficit Total Balance - December 31, 2020 - $ - 308,887,410 $ 308,887 15,501,436 $ ( 12,956,498 ) $ 2,853,826 Issuance of common stock for cash - - 900,000 900 44,100 - 45,000 Issuance of common stock for cash - - 300,000 300 14,700 - 15,000 Issuance of common stock for cash - - 3,300,000 3,300 161,700 - 165,000 Issuance of common stock for cash - - - - - - - Issuance of common stock for debt - - 1,200,000 1,200 85,200 - 86,400 Issuance of common stock for services - - 715,000 715 50,765 - 51,480 Issuance of common stock for services - - 2,000,000 2,000 142,000 - 144,000 Issuance of common stock for services - - 1,000,000 1,000 59,000 - 60,000 Issuance of common stock for services - - 1,177,778 1,178 90,778 - 91,956 Issuance of common stock for debt - - 1,200,000 1,200 58,800 - 60,000 Issuance of common stock for services - - 3,500,000 3,500 171,500 - 175,000 Issuance of common stock for cash - - 2,000,000 2,000 98,000 - 100,000 Issuance of common stock for debt - - 12,203,983 12,204 597,995 - 610,199 Net (loss) gain for the period - - - - - ( 1,987,122 ) ( 1,987,122 ) Balance - December 31, 2021 - $ - 338,384,171 $ 338,384 17,075,974 $ ( 14,943,620 ) $ 2,470,738 Cancelation of common stock for debt - - ( 200,267 ) ( 200 ) ( 9,813 ) - ( 10,013 ) Issuance of common stock for cash - - 507,917 508 24,888 - 25,396 Cancelation of common stock for debt - - ( 600,000 ) ( 600 ) ( 43,200 ) - ( 43,800 ) Issuance of common stock for services - - 1,000,000 1,000 63,000 - 64,000 Issuance of common stock for services - - 1,000,000 1,000 56,100 - 57,100 Issuance of common stock for services - - 4,400,000 4,400 259,600 - 264,000 Issuance of common stock-Note Conversion - - 340,621 341 16,690 - 17,031 Issuance of common stock for services - - 340,000 340 16,660 - 17,000 Net (loss) gain for the period - - - - - ( 983,121 ) ( 983,121 ) Balance - December 31, 2022 - $ - 345,172,442 $ 345,172 17,459,899 $ ( 15,926,742 ) $ 1,878,330 The accompanying notes are an integral part of these financial statements. F-5 HEALTHY EXTRACTS, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (Audited) FOR THE YEAR ENDING DECEMBER 31, 2022 2021 Cash Flows from Operating Activities: Net Gain/(Loss) $ ( 983,121 ) $ ( 1,987,122 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 878 5,100 Warrants issued for services 402,100 608,836 Non-cash compensation - - Change in fair value on derivative liability 9,484 85,325 Loss on extinguishment of debt - - Gain on sale of asset 2,643 - Impairment of goodwill - - Changes in operating assets and liabilities: Accounts receivable 27,547 ( 120,066 ) Inventory 138,838 459,717 Accrued interest receivable - - Deposits ( 16,890 ) - Accounts payable 54,048 ( 27,569 ) Accounts payable - related party - - Accrued liabilities 35,291 50,210 Accrued interest payable 8,337 10,671 Accrued interest payable - related party ( 14,118 ) 13,600 Net Cash used in Operating Activities ( 334,964 ) ( 901,298 ) Cash Flows from Investing Activities: Purchase of fixed assets ( 7,987 ) - Cash received from sale of asset - - Purchase of note receivable - - Trademarks - ( 96,004 ) Payments of note receivable - - Cash flows provided by (used in) Investing Activities: ( 7,987 ) ( 96,004 ) Cash Flows from Financing Activities: Purchase of BergaMet - - Purchase of Hyperion/OP&M ( 53,015 ) - Proceeds from issuance of common stock ( 11,386 ) 995,199 Proceeds from issuance of convertible debt 463,630 165,000 Payments for repayment of convertible debt ( 318,095 ) - Proceeds from issuance of noted payable 275,370 - Proceeds from issuance of noted payable - related party - - Payments for repayment of notes payable - related party ( 170,000 ) - Net Cash provided by Financing Activities 186,504 1,160,199 Increase (decrease) in cash ( 156,447 ) 162,897 Cash at beginning of period 222,098 59,201 Cash at end of period $ 65,651 $ 222,098 The accompanying notes are an integral part of these unaudited consolidated financial statements. F-6 HEALTHY EXTRACTS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 and 2021 NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Healthy Extracts Inc. (the “Company”) was incorporated in the State of Nevada on December 19, 2014 as Grey Cloak Tech Inc. On October 23, 2020, we changed our name from Grey Cloak Tech Inc. to Healthy Extracts Inc. to more accurately reflect our business. The Company has acquired BergaMet NA, LLC and Ultimate Brain Nutrients, LLC which market and sell health supplemental products. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). 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 December 31, 2022 and the results of operations and cash flows for the periods presented. The results of operations for the months ending December 31, 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash Cash includes cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. Accounts Receivables Accounts receivables are recorded at the invoice amount and do not bear interest. F-7 Inventory Inventories consist of health supplements held for sale in the ordinary course of business. The Company uses the weighted average cost method to value its inventories at the lower of cost and net realizable value. The components of inventory cost include raw materials, labor, and overhead. Net realizable value is determined using various assumptions with regard to excess or slow-moving inventories, expiration dates, current and future product demand, production planning, and market conditions. A change in any of these variables could result in an adjustment to inventory. 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 December 31, 2022 and 2021, the total of inventory which was written off as an inventory allowance was $ 1,914,891 and $ 1,914,891 . DECEMBER 31, DECEMBER 31, 2022 2021 Inventory Inventory Classes: Raw Materials $ 1,483,764 $ 1,757,808 Finished Goods 310,600 194,490 Work in process 24,764 5,668 Total inventory 1,819,128 1,957,966 Property and Equipment The Company’s property and equipment are recorded at cost and depreciated using the straight-line method over the useful lives of the assets, generally from three to seven years. Upon sale or disposal of property and equipment, the related asset cost and accumulated depreciation or amortization are removed from the respective accounts and any gain or loss is reflected in current operations. Indefinite-Lived Intangible Assets Indefinite-lived intangible assets established in connection with business combinations consist of patents, trademarks, and trade names. The impairment test for identifiable indefinite-lived intangible assets consists of a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. 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 December 31, 2022, the Company believes that based upon qualitative factors, no impairment of indefinite-lived intangible assets is necessary. Goodwill 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. The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair value of the Company's reporting units with each respective reporting unit's carrying amount, including goodwill. The fair value of reporting units is F-8 generally determined using the income approach. If the carrying amount of a reporting unit exceeds the reporting unit's fair value, the second step of the goodwill impairment test is performed to determine the amount of any impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. 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 December 31, 2022, after working through our analysis of goodwill during the months ending December 31, 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. The asset group excludes goodwill, long term non-operational assets and liabilities and cash. As such, the principal value from the asset group relates to the cash inflows from its customers and the cash outflows required to service these customers. The fair value for the asset group consists of the following: · Fair value of net revenues: computed using the income approach. The key input to these computations is the anticipated cash inflows from customers. These valuations include 100% of the cash inflows related to the customer base, and taking cash outflows into consideration. · Fair value of working capital (including accounts receivable, inventory, accrued expenses, and accounts payables). Due to the short-term nature of the working capital, book value has been determined to be fair value. These accounts represent either avoided future outflows (inventory, prepaids) or future cash flows (accrued expense, AP and AR) related to customer sales. · Fair value of five years of revenue (2022 to 2026): we discounted our cash flows to the anticipated cash projected to be received. We also projected the anticipated cash outflows required to service these customers. If the asset group was to be valued as a whole, we would expect an income approach based on the revenues being generated from the customers and expenses required to service those customers, appropriately adjusted for the working capital position. The sum of these values reasonably approximates this approach. The Company’s revenue streams align directly with the intangibles, which were recorded as a result of the BergaMet acquisition in fiscal 2019. For purposes of the Step 2 recoverability test under ASC 360 subsection 2.3., the net revenues from BergaMet customers base were used. The revenue stream fairly reflects anticipated future cash flows; accordingly, the intangibles associated with these revenue streams have been tested with the expected cash flows. Due to the purchase of Ultimate Brian Nutrients, LLC being a related party transaction and the new division recording no revenue as of June 30, 2020, the Company found the goodwill to be impaired. Due to the impairment the Company expensed the goodwill related to the purchase as of June 30, 2020. Revenue Recognition The Company applies Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) topic 606, Revenue from Contracts with Customers (ASC 606). ASC 606 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes all of the existing revenue recognition guidance. This standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 requires us to identify distinct performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. When distinct performance obligations exist, the Company allocates the contract transaction price to each distinct performance obligation. The F-9 standalone selling price is used to allocate the transaction price to the separate performance obligations. The Company recognizes revenue when, or as, the performance obligation is satisfied. Generally, revenues are recognized at the time of shipment to the customer with the price being fixed and determinable and collectability assured, provided title and risk of loss is transferred to the customer. Most of our shipping and handling costs are built into the transaction price, but if the customer asks for express shipping, the costs charged to customers are classified as sales, and the shipping and handling costs incurred are included in cost of sales. The Company’s subsidiary, BergaMet N.A., LLC, recognizes revenue from our main source – e-commerce revenue. Here is a list of all the sales channels which include the Company’s subsidiary website channel or any other selling channel like Amazon, doctors’ offices, and walk-in sales. All of our customer sales for Healthy Extracts, Inc. and Ultimate Brain Nutrients, LLC are recognized as revenue under the subsidiary of BergaMet N.A., LLC. All three divisions of the Company sell plant-based nutraceuticals to our end using customers. The Company evaluates the criteria outlined in ASC 606-10-55, Principal versus Agent Considerations, currently we are the principal and have not engaged any agents at this time. Currently, we have not recognized any revenues under the agent considerations. Revenue is recognized when, or as, control of a promised merchandise or service is shipped to the customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring title of those products or services and are recorded net of and discounts or allowances. Shipping costs paid by the customer are included in revenue. Merchandise sales are fulfilled with inventory held in our warehouse in Henderson, NV. Therefore, the Company’s contracts have a single performance obligation (shipment of product). If the Company receives a request for refund on a customer obligation, the Company will refund the full cost of the obligation due to our money back guarantee. Revenue recognition is evaluated through the following five-step process: 1. identification of the contract with a customer; 2. identification off the performance obligations in the contract; 3. determination of the transaction price; 4. allocation of the transaction price to the performance obligations in the contract; and 5. recognition of revenue when or as a performance obligation is satisfied. These steps are met when an order is received, a price agreed and the product shipped or delivered to that customer. Concentration There is no concentration of revenue for the months ended December 31, 2021 and for the months ended December 31, 2022 because the revenue was earned from multiple customers. Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the F-10 financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. 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 December 31, 2021 and December 31, 2022, the Company did not have any amounts recorded pertaining to uncertain tax positions. The following is accounting our operating loss carry-forward since our inception: NOL Carryforward: Year Total Balance 2014 $ ( 19,500 ) $ ( 19,500 ) 2015 ( 730,872 ) ( 750,372 ) 2016 ( 3,370,935 ) ( 4,121,307 ) 2017 ( 3,562,075 ) ( 7,683,382 ) 2018 ( 3,329,517 ) ( 11,012,899 ) 2019 632,776 ( 10,380,123 ) 2020 ( 2,576,375 ) ( 12,956,498 ) 2021 ( 1,987,122 ) ( 14,943,620 ) 2022 ( 983,122 ) ( 15,926,742 ) Total of NOL Carryforward ( 15,926,742 ) Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The derivative liability in connection with the conversion feature of the convertible debt, classified as a Level 3 liability, is the only financial liability measure at fair value on a recurring basis. F-11 The change in Level 3 financial instrument is as follows: Balance, January 1, 2022 $ 92,527 Issued during the months ended December 31, 2022 297,807 Change in fair value recognized in operations ( 203,822 ) Converted during the months ended December 31, 2022 ( 84,501 ) Balance, December 31, 2022 $ 102,011 Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements of five–step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract cost, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The amendments in this ASU are effective for reporting period beginning after December 15, 2016, and early adoption is prohibited. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company’s revenues are recognized when control of the promised goods or services is transferred to our clients (upon shipment of goods) in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the Company satisfies a performance obligation. We adopted ASC 2014-09 on January 1, 2019. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities with them. Convertible Instruments The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “ Derivatives and Hedging Activities ”. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt F-12 discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. 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 months ended December 31, 2022, the Company issued $354,000 of convertible debt with a bifurcated conversion option. Common Stock Purchase Warrants The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 815-40 (“Contracts in Entity's Own Equity”). The Company classifies as assets or liabilities any contracts that require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside our control) or give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of common stock purchase warrants and other free-standing derivatives at each reporting date to determine whether a change in classification is required. NOTE 3 – GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated minimal revenues from operations. 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 December 31, 2022 of $ 15,926,742 . 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. In addition, the Company’s development activities since inception have been financially sustained through equity financing. Management plans to keep seeking funding through debt and equity financing which are intended to mitigate the conditions that have raise substantial doubt about the entity’s ability to continue as a going concern. NOTE 4 – RELATED PARTY For the months ended December 31, 2022 and 2021, the Company had expenses totaling $ 1,000 and $ 65,000 respectively, to an officer and director for salaries, which is included in general and administrative expenses on the accompanying statement of operations. As of December 31, 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. F-13 NOTE 5 – LEASES The company leases warehouse facilities under an operating lease that expires in 2025. Prior to February 4, 2022 the company was leasing a warehouse facility on a month-to-month lease. The aggregate minimum future non-cancelable lease commitments at December 31, 2022 are as follows: 2023 $ 68,042 2024 $ 70,883 2025 $ 5,926 Total $ 144,851 Total rent expense for the months ended December 31, 2022 and 2021 was $ 63,745 and $ 55,440 . NOTE 6 – NOTES PAYABLE As of December 31, 2022, the Company had the following: Unsecured debt with shareholders of the Company, no due date, 0 % interest, 866 Unsecured debt, due 2/15/23, 10 % interest, default interest at 16%. 75,370 Secured debt, due 10/7/23, 12.99 % interest, default interest at 14.99%. 200,000 TOTAL $ 276,236 As of December 31, 2022, the Company has an outstanding total of $ 2,713 in interest accrued for the above notes. NOTE 7 – CONVERTIBLE DEBT As of December 31, 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 6,750 Unsecured convertible debt, due 08/05/23 , 10 % interest, converts at a market price of $0.05 per share. The proceeds from the sale of the Note were used to satisfy all but $17,000 of our obligations to Jay Decker pursuant to a previously issued promissory note to benefit from terms that our management believes are more favorable to the Company. 110,535 Unsecured convertible debt, due 05/01/23 , 12 % interest, converts at a market price of $0.05 per share. 200,000 SUBTOTAL 317,285 Less: Discount - TOTAL $ 317,285 F-14 Below represent the Black-Scholes Option Pricing Model calculations for the above convertible note payables: Payee Number of options valued Value of Convertible Option Unsecured Convertible debt #1 456,410 $ 8,037 Unsecured Convertible debt #2 2,210,691 $ 38,172 Unsecured Convertible debt #3 4,304,000 $ 55,802 As of December 31, 2022, the Company has an outstanding total of $ 18,674 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. We have calculated the derivative liability as if it is in default (but the note’s default interest rate stays the same at 8%) and will still accrue appropriate interest until the note is fully satisfied or converted into the Company’s common stock. The Company has determined that the conversion feature embedded in the notes referred to above that contain a potential variable conversion amount constitutes a derivative which has been bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt. NOTE 8 – STOCKHOLDERS’ EQUITY Authorized Stock The Company has authorized 75,000,000 common shares with a par value of $ 0.001 per share. Each common share entitles the holder to one vote on any matter on which action of the stockholders of the corporation is sought. During February 2017, the Company increased the authorized number of shares to 500,000,000 . Also, the Company increased the authorized preferred stock to 75,000,000 shares and designated 25,000,000 shares of preferred stock to Series A Convertible Preferred Stock. During January 2018, the Company increased its authorized number of common shares to 1,000,000,000 . During April 2018, the Company increased its authorized number of common shares to 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. The Company effectuated a reverse stock split of 1-for-250 as of July 23, 2018 . On October 16, 2017, the Company filed an Amended and Restated Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of the Series A Convertible Preferred Stock (the “Amended Certificate”) with the Secretary of State of the State of Nevada. The Amended Certificate reduces the number of preferred shares designated as Series A Preferred Stock from 25,000,000 shares to 1,333,334 shares. 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 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 December 31, 2022, there are no outstanding shares of preferred stock. All the preferred stock was converted in common stock on February 4, 2019. F-15 Common Share Issuances During the months ended December 31, 2022, the Company issued 7,588,538 shares of common stock while cancelling a total of 800,267 shares of common stock. There were no shares issued during the fourth quarter 2022. 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. On April 22 and 25, 2022, the Company issued 2,000,000 shares of common stock for broker and funding fees. On February 4, 2022, the Company issued 507,917 shares of common stock in a direct security purchase agreement. On January 10, 2022, the Company cancelled 200,267 shares of common stock. Further, on March 4, 2022, the Company cancelled 600,000 shares of common stock. During the fourth quarter 2021, the Company issued 3,500,000 shares of common stock for consulting fees. Additionally, the Company raised during the year over $900,000 in direct security purchase agreements which were converted into 15,403,983 shares of the Company’s common stock. During the third quarter 2021, the Company issued 1,177,778 shares of common stock for advertising and broker fees. On March 18, 2021, the Company raised $340,000 note payable agreement which 1,200,000 shares of the Company’s common stock were issued to the note holder. Additionally, 2,000,000 shares of common stock were issued to a company helping secure the note. Furthermore, 715,000 shares of common stock were issued for marketing services while 1,000,000 shares of common stock were issued for advertising services. During January 2021 the company converted 4,500,000 of securities purchase agreement into common stock shares. Warrant Issuances 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. On February 2, 2022, the Company issued 2,000,000 warrants to an individual. As of December 31, 2022, there were 16,000,000 warrants outstanding, of which 16,000,000 warrants are fully vested. Stock Issued for Services On March 18, 2021, the Company issued 715,000 shares of common stock as the compensation for this agreement. Additionally on March 18, 2021, the Company issued 2,000,000 shares of common stock to a company helping secure the note. During the second and third quarters of 2021, the Company entered into several broker agreements to help raise capital for the Company. 1,177,778 shares of common stock were issued in the third quarter as broker fees. 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. F-16 Share Conversion Agreements All of the holders of the Company’s Series A Convertible Preferred Stock (the “ Preferred Holders ”) entered into a Preferred Stock Conversion Agreement. Pursuant to the Conversion Agreements, the Preferred Holders converted their shares of preferred stock into common stock, effective as of the Exchange. As a result, no shares of the Company’s Series A Convertible Preferred Stock are outstanding. An aggregate of 15,592,986 shares of common stock were issued to the Preferred Holders. The Preferred Holders agreed to convert each share of Series A Convertible Preferred Stock into eighteen (18) shares of common stock and agreed to retire a total of 467,057 shares of Series A Convertible Preferred Stock. The Company cancelled the retired shares. Omnibus Stock Grant and Option Plan On December 31, 2021, the Company approved stock option agreements in the amount of 7,500,000 shares with a strike price of $0.05 to twenty-one individuals. On December 26, 2022, the Company canceled 12,150,000 stock options with a strike price of $0.05. On the same date, the Company approved an equity incentive plan. Under this plan the company approved a total of 15,975,000 of restricted stock units and 36,000,000 of restricted stock awards with a strike price of $0.00 to $0.01 to sixteen individuals. Offering Circular During the first part of the 2021, the Company filed a Regulation A Offering Circular with the U.S. Securities and Exchange Commission. The Offering Circular was qualified during August 2021. NOTE 9 – BUSINESS SEGMENT INFORMATION As of December 31, 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 year ended December 31, 2022. CONSOLIDATED HEALTH SUPPLEMENTS CORPORATE BergaMet UBN Revenue 2,251,469 2,251,472 ( 3 ) - Cost of Revenue 783,141 783,141 - - Long-lived Assets 732,030 193,260 538,771 - Gain (Loss) Before Income Tax ( 983,121 ) ( 164,625 ) ( 358 ) ( 818,138 ) Identifiable Assets 1,819,128 1,819,128 - - Depreciation and Amortization 878 878 - - F-17 As of December 31, 2021, 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 year ended December 31, 2021. CONSOLIDATED HEALTH SUPPLEMENTS CORPORATE BergaMet UBN Revenue 1,676,598 1,676,598 - - Less Selling Fees ( 210,816 ) ( 210,816 ) Cost of Revenue 770,704 770,704 - - Long-lived Assets 715,140 212,413 502,727 - Gain (Loss) Before Income Tax ( 1,975,971 ) ( 701,833 ) ( 136,308 ) ( 1,137,830 ) Identifiable Assets 2,092,341 2,092,341 - - Depreciation and Amortization 5,100 5,100 - - Currently, all of our customers are located in the United States of American and Canada. Our revenues to our customers are not material to our overall total sales. Our largest customers, Natural Grocers and Emerson Ecologics, LLC, account for less than 1% of our total sales in the years ending 2022 and 2021. NOTE 10 – SUBSEQUENT EVENTS COVID-19 On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. The Company is monitoring this closely, and although operations have not been materially affected by the coronavirus outbreak to date, the ultimate severity of the outbreak is uncertain. Further the uncertain nature of its spread globally may impact our business operations resulting from quarantines of employees, customers, and third-party service providers. At this time, the Company is unable to estimate the impact of this event on its operations. On January 13, 2023 the Company entered into definitive agreement to acquire nutraceutical manufacturer, Hyperion, and its digital marketing affiliate, Online Publishing and Marketing. The total purchase price for the acquisitions will be $1,750,000 in cash, $1,300,000 in the form of secured promissory notes, and $1,250,000 worth of our common stock. On January 24, 2023, we entered into a Securities Purchase Agreement for the sale of convertible notes in the aggregate principal amount of $388,888, and warrants to acquire 7,421,544 shares of our common stock at an exercise price of $0.04716 per share, to two investors. The Notes contained an original issue discount of 10%, and thus the proceeds to us were $350,000. The Notes do not bear interest unless we are in default, have a maturity date of October 24, 2023, and all amounts are payable on the maturity date. The Notes are convertible into our common stock at the election of the holder at means ninety percent (90%) of the lowest VWAP of our common stock for the five (5) consecutive Trading Days immediately preceding the date of the issuance of a Conversion Election. The Company evaluated its December 31, 2022 financial statements for subsequent events through March 7, 2023, the date the financial statements were available to be issued. F-18 ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There are no events required to be disclosed under this Item.