What changed in this filing

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Item 1. Financial Statements

2023-05-15 compared with 2022-11-08 · 167 added, 108 removed, 280 unchanged (50% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30,

CURRENT ASSETS

3 unchanged sentences

Patents/Trademarks

Prepaid Acquisition Costs

Total other assets

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CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDING SEPTEMBER 30,

FOR THE 3 MONTHS ENDING

FOR THE 9 MONTHS ENDING

SEPTEMBER 30,

FOR THE THREE MONTH ENDING MARCH 31,

FOR THE THREE MONTHS ENDING

Gross revenue

Less selling fees

COST OF REVENUE

8 unchanged sentences

Change in fair value on derivative

( 1,287,971 )

Loss on extinguishment of debt

2 unchanged sentences

Total other income (expense)

( 1,296,736 )

Net gain/(loss) before income tax provision

( 1,026,538 )

( 2,523,857 )

NET GAIN/(LOSS)

$ ( 579,157 )

$ ( 672,470 )

$ ( 1,026,538 )

$ ( 2,523,857 )

Loss per share - basic and diluted

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE YEARS ENDING DECEMBER 31, 2022 AND 2021

FOR THE MONTHS ENDING MARCH 31, 2023 AND 2022

Preferred Stock

1 unchanged sentence

$ ( 14,943,620 )

Issuance of common stock for cash

Issuance of common stock for debt

Issuance of common stock for services

Issuance of common stock for debt

Issuance of common stock for services

Issuance of common stock for cash

Issuance of common stock for debt

Net (loss) gain for the period

( 1,987,122 )

Balance - December 31, 2021

$ ( 14,943,620 )

Cancelation of common stock for debt

7 unchanged sentences

Net (loss) gain for the period

( 1,026,538 )

Balance - December 31, 2022

$ ( 15,926,742 )

Balance - August 31, 2022

Issuance of common stock for services

Net (loss) gain for the period

Balance - December 31, 2023

( 16,505,898 )

2 unchanged sentences

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE 9 MONTHS

SEPTEMBER 30,

FOR THE THREE MONTHS

Cash Flows from Operating Activities:

1 unchanged sentence

$ ( 579,157 )

$ ( 2,523,857 )

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

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Cash Flows from Financing Activities:

Purchase of BergaMet

Purchase of UBN

Purchase of Hyperion/OP&M

Proceeds from issuance of common stock

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Proceeds from issuance of noted payable

Payments for repayment of notes payable

Proceeds from issuance of noted payable - related party

Payments for repayment of notes payable - related party

Net Cash provided by Financing Activities

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022 and 2021

March 31, 2023 and 2022

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

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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 September 30, 2022 and the results of operations and cash flows for the periods presented.

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

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

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 March 31, 2023 and the results of operations and cash flows for the periods presented.

The results of operations for the months ending March 31, 2023 are not necessarily indicative of the operating results for the full fiscal year or any future period.

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.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period.

Actual results could differ from these good faith estimates and judgments.

In regards to inventory write-offs and allowances, our Company policy is to review all expiration dates for all our products, at a minimum quarterly.

If a product is within twelve months of expiration we will discuss if this amount of product will be sold within those months.

If we have a surplus of product over the twelve month demand, we will write-off the additional amount during the current reporting period.

If we have any damaged or unsellable inventory items, we will automatically write-off those items in the current month report period.

As for revenue adjustments for discounts, allowances and refunds, we treat each of these items differently.

When it comes to revenue discounts, we will create the invoice for the product sold which will include any discounts given.

These discounts usually happen for a short period of time for sales that we will offer around holidays.

Due to the revenue being recognized once the order has shipped, less any applicable discount, we book this transaction at the net order transaction amount.

In regards to allowances and refunds for revenue adjustments, due to our refund percentage is less than 1% we decided the need for an estimated adjustment for allowances and refunds was not material.

If we do receive any returned orders, we will directly book those orders as refunds the day we receive the call from the customer requesting the refund.

We will book the credit memo at the full value of the customer original order.

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.

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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 or market.

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

As of March 31, 2023 and 2022, the total of inventory which was written off as an inventory allowance was $ 1,914,891 and $ 1,914,891 .

Inventory Classes:

Raw Materials

Finished Goods

Work in process

Total inventory

Property and Equipment

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

As of March 31, 2023, the Company believes that based upon qualitative factors, no impairment of indefinite-lived intangible assets is necessary.

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

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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 September 30, 2022, after working through our analysis of goodwill during the months ending September 30, 2022.

No goodwill impairment indicators were present, for the goodwill listed on the books as of March 31, 2023, after working through our analysis of goodwill during the months ending March 31, 2023.

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.

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Revenue Recognition

Beginning January 1, 2019, the Company implemented ASC 606, Revenue from Contracts with Customers.

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 within them.

These included the development of new policies based on the five-step model provided in the new revenue standard, ongoing contract review requirements, and gathering of information provided for disclosures.

The Company recognizes revenue and cost of goods sold from product sales or services rendered when control of the promised goods are transferred to our clients in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services.

Our revenue policy includes all sales channels which include the Company website channel or any other selling channel like Amazon, doctors’ offices, and walk-in sales.

To achieve this core principle, we apply the following five steps:

identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation.

The Company recognizes revenue and cost of goods sold from each sale upon shipment of the promised goods to the customers.

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 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 an agents at this time.

Currently, we have not recognize 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:

identification of the contract with a customer;

identification off the performance obligations in the contract;

determination of the transaction price;

allocation of the transaction price to the performance obligations in the contract;

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 nine months ended September 30, 2021 and for the nine months ended September 30, 2022 because the revenue was earned from multiple customers.

There is no concentration of revenue for the months ended March 31, 2022 and for the months ended March 31, 2023 because the revenue was earned from multiple customers.

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

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

For the period ending March 31, 2022 and March 31, 2023, 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:

Est Tax Benefit

2014 (Estimated Tax Rate 15%)

2015 (Estimated Tax Rate 15%)

2016 (Estimated Tax Rate 15%)

( 3,370,935 )

( 4,121,307 )

2017 (Estimated Tax Rate 15%)

( 3,562,075 )

( 7,683,382 )

2018 (Estimated Tax Rate 21%)

( 3,329,517 )

( 11,012,899 )

2019 (Estimated Tax Rate 21%)

( 10,380,123 )

2020 (Estimated Tax Rate 21%)

( 2,576,375 )

( 12,956,498 )

2021 (Estimated Tax Rate 21%)

( 1,987,122 )

( 14,943,620 )

2022 (Estimated Tax Rate 21%)

( 15,926,742 )

2023 (Estimated Tax Rate 21%)

( 16,505,899 )

Total of NOL Carryforward

( 16,505,899 )

( 3,005,237 )

Most of the net operating loss carry-forward has been created through continuing operations.

In 2020, the Company wrote-off $1.58M due to the goodwill impairment from the purchase of Ultimate Brain Nutrients, LLC.

If we use the highest federal tax rate from 2022 and 2021 of 21% we would have a tax benefit, due to the net operating loss carry-forward of ($ 2,883,614 ) and ($ 2,677,158 ) respectively.

Due to being a Nevada corporation, we don’t have any state taxes due.

Pursuant to Sec.

172(b)(3) of the Internal Revenue Code, the Company relinquish the entire carryback period with respect to the net operating loss incurred for the tax year ended above, and will have such losses available for carryforward only due to the negative earnings.

All of the above listed carryforward balances will be subject to the carryover limit of 80% to offset future earnings for up to 20 years.

Fair Value Measurements

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Balance, January 1, 2023

Issued during the nine months ended September 30, 2022

Issued during the months ended March 31, 2023

Change in fair value recognized in operations

Converted during the year ended September 30, 2022

Balance, September 30, 2022

Converted during the months ended March 31, 2023

Balance, March 31, 2023

Recent Accounting Pronouncements

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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 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 discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.

The Company records when necessary, any discounts, if applicable, 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 discounts, if applicable, 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 nine months ended September 30, 2021, the Company issued $354,000 of convertible debt with a bifurcated conversion option.

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

During the months ended March 31, 2023, the Company issued $ 388,888 of convertible debt with a bifurcated conversion option.

The convertible debt which has been issued, was issued as a financial instrument with no floor to the liability.

Due to this fact, for every reporting period we mark each instrument to the current market rate.

We currently use the Black-Scholes option pricing model in order to calculate what the current market rate is for each instrument.

Please see Note 7 for any further information on the value of each convertible debt instrument.

Common Stock Purchase Warrants

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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 September 30, 2022 of $ 15,970,158 .

As a result, the Company incurred accumulated net losses from Inception (December 19, 2014) through the period ended March 31, 2023 of $ 16,505,898 .

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.

Management plans to keep seeking funding through debt and equity financing which are intended to mitigate the conditions that have raised substantial doubt about the entity’s ability to continue as a going concern.

NOTE 4 – RELATED PARTY

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

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

For the months ended March 31, 2023 and 2022, the Company had expenses totaling $ 0 and $ 1,000 respectively, to an officer and director for salaries, which is included in general and administrative expenses on the accompanying statement of operations.

As of March 31, 2023, there was a total of convertible debt of $0.00 and accrued interest payable of $0.00 due to an officer and director, employees, and shareholders.

NOTE 5 – 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 March 31, 2023 are as follows:

Total rent expense for the months ended March 31, 2023 and 2022 was $ 16,873 and $ 15,370 .

NOTE 6 – NOTES PAYABLE

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

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

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

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

As of March 31, 2023, the Company had the following:

Unsecured debt with a principal amount of $866 with shareholders of the Company, no due date, 0 % interest,

Unsecured debt with a principal amount of $330,000, due 8/20/24, 10 % interest, Late fee of the greater of $500 or 1% of the amount of the late payment, plus accrued and unpaid interest.

As of March 31, 2023, the Company has an outstanding total of $ 14,214 in interest accrued for the above notes.

NOTE 7 – CONVERTIBLE DEBT

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

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

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.

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

As of December 31, 2022, the Company had the following:

Unsecured convertible debt with a principal amount of $6,750, 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

Unsecured convertible debt with a principal amount of $200,000, due 05/01/23 , 12 % interest, converts at a market price of $0.05 per share.

Unsecured convertible debt with a principal amount of $388,888, due 10/24/23 , 0 % interest, converts 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.

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

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Unsecured Convertible debt #3

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

As of March 31, 2023, the Company has an outstanding total of $ 21,200 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.

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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

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

As of March 31, 2023, there are no outstanding shares of preferred stock.

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

Common Share Issuances

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

During the months ended March 31, 2023, the Company issued 320,000 shares of common stock.

On March 6, 2023, the Company issued 320,000 shares of common stock for consulting fees.

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.

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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.

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

During the month ending March 31, 2022, the Company issued 7,421,544 warrants to 2 parties at a par share price of $0.04716.

On February 2, 2022, the Company issued 2,000,000 warrants to an individual.

As of March 31, 2023, there were 23,421,544 warrants outstanding, of which 20,600,000 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 March 6, 2023, the Company issued 320,000 shares of common stock for consulting fees.

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

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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

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NOTE 9 – BUSINESS SEGMENT INFORMATION

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

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

As of March 31, 2023, 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 quarter March 31, 2023.

HEALTH SUPPLEMENTS

Less Selling Fees

Cost of Revenue

1 unchanged sentence

Gain (Loss) Before Income Tax

( 1,026,538 )

Identifiable Assets

Depreciation and Amortization

As of March 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 quarter ended March 31, 2022.

HEALTH SUPPLEMENTS

Cost of Revenue

Long-lived Assets

Gain (Loss) Before Income Tax

Identifiable Assets

Depreciation and Amortization

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 months ending 2023 and 2022.

NOTE 10 – SUBSEQUENT EVENTS

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

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

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

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

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.

The Company evaluated its March 31, 2023 financial statements for subsequent events through April 14, 2023, the date the financial statements were available to be issued.

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

What changed 10-Q

Item 1. Financial Statements