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Item 1. Financial Statements

2023-08-14 compared with 2023-05-15 · 477 added, 184 removed, 263 unchanged (72% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2023 AND DECEMBER 31, 2022

CURRENT ASSETS

Accounts receivable

Accounts receivable, net

Inventory, net

Prepaid acquisition costs

Right of use asset, net

Notes receivable

Total current assets

Fixed assets, net of accumulated depreciation of $ 44,709 and $ 45,474 , respectively

Patents/Trademarks

Prepaid Acquisition Costs

Total other assets

LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable

Accrued liabilities

Lease liabilities - current

Lease liabilities - long-term

Notes payable

Notes payable - related party

Convertible debt, net of discount of $0.00 and $0.00, respectively

Convertible debt - related party, net of discount of $0.00 and $0.00, respectively

Convertible debt, net of discount

Accrued interest payable

Accrued interest payable - related party

Derivative liabilities

Total current and total liabilities

STOCKHOLDERS' EQUITY (DEFICIT)

STOCKHOLDERS' EQUITY

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, 345,492,442 and 345,172,442 shares issued and outstanding, respectively

Common stock, $ 0.001 par value, 2,500,000,000 shares authorized, 345,492,442 shares issued and outstanding as of June 30, 2023 and 345,172,442 shares issued and outstanding as of December 31, 2022, respectively

Additional paid-in capital

2 unchanged sentences

( 15,926,742 )

Total stockholders' equity (deficit)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Total stockholders' equity

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

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

1 unchanged sentence

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE MONTH ENDING MARCH 31,

FOR THE THREE MONTHS ENDING

Gross revenue

FOR THE THREE AND SIX MONTHS ENDING JUNE 30, 2023 AND 2022

FOR THE 3 MONTHS ENDING

FOR THE 6 MONTHS ENDING

COST OF REVENUE

Cost of goods sold

Written off inventory

Total cost of revenue

5 unchanged sentences

Change in fair value on derivative

Loss on extinguishment of debt

SBA loan forgiveness

Gain on sale of asset

Total other income (expense)

Net gain/(loss) before income tax provision

NET GAIN/(LOSS)

Net income/(loss) before income tax provision

( 1,267,235 )

Loss per share - basic and diluted

Weighted average number of shares outstanding - basic and diluted

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

HEALTHY EXTRACTS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE MONTHS ENDING MARCH 31, 2023 AND 2022

Preferred Stock

Balance - December 31, 2021

( 1,846,392 )

Cancelation of common stock for debt

Issuance of common stock for cash

Cancelation of common stock for debt

Issuance of common stock for services

Issuance of common stock-Note Conversion

Issuance of common stock for services

Net (loss) gain for the period

Balance - December 31, 2022

NET INCOME/(LOSS)

$ ( 1,267,235 )

Issuance of common stock for services

Net (loss) gain for the period

Balance - December 31, 2023

$ ( 859,326 )

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

$ ( 1,846,392 )

$ ( 856,315 )

Income/(Loss) per share - basic and diluted

Weighted average number of shares outstanding - basic and diluted

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

HEALTHY EXTRACTS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS

FOR THE SIX MONTHS

Cash Flows from Operating Activities:

Net Gain/(Loss)

Net Income/(Loss)

$ ( 1,846,392 )

$ ( 856,315 )

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

1 unchanged sentence

Warrants issued for services

Non-cash compensation

Change in fair value on derivative liability

Loss on extinguishment of debt

Gain on sale of asset

Impairment of goodwill

Changes in operating assets and liabilities:

Accounts receivable

Accrued interest receivable

Cost in acquisition of Hyperion/OP&M

Right of use asset, net

Notes receivable

Accounts payable

Accounts payable - related party

Accrued liabilities

1 unchanged sentence

Accrued interest payable - related party

Lease liability - current

Lease liability - long-term

Net Cash used in Operating Activities

1 unchanged sentence

Purchase of fixed assets

Cash received from sale of asset

Purchase of note receivable

Payments of note receivable

Gain on sale of asset

Cash flows provided by (used in) Investing Activities:

Cash Flows from Financing Activities:

Purchase of Hyperion/OP&M

Proceeds from issuance of common stock

3 unchanged sentences

Payments for repayment of notes payable

Proceeds from issuance of noted payable - related party

Payments for repayment of noted payable - related party

Loan origination fees

Net Cash provided by Financing Activities

4 unchanged sentences

HEALTHY EXTRACTS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE SIX MONTHS ENDING JUNE 30, 2023 AND 2022

Balance - December 31, 2021

$ ( 14,943,620 )

Cancelation of common stock for debt

Issuance of common stock for cash

Issuance of common stock-Note Conversion

Net (loss) for the period

Balance - December 31, 2022

$ ( 15,926,742 )

Issuance of common stock for services

Fair value of vested restricted stock units

Fair value of unvested restricted stock units

Fair value of options and warrants issued

Net (loss) for the period

( 1,846,392 )

Balance - June 30, 2023

( 17,773,133 )

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

HEALTHY EXTRACTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023 and 2022

June 30, 2023 and 2022

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

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The Company has acquired BergaMet NA, LLC and Ultimate Brain Nutrients, LLC which market and sell health supplemental products.

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, which will be due in twelve months once the purchase has occurred, and receive $1,250,000 in common stock shares equal to the thirty percent premium of our common stock on the date of closing.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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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 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.

In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2023 and the results of operations and cash flows for the periods presented.

The results of operations for the months ended June 30, 2023 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, 2022 filed with the SEC on March 31, 2023.

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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.

In regards to inventory write-offs and allowances, our Company determines the net realizable value by using the various factors as following:

excess or slow-moving inventories (12 months or more of inventory on hand), expiration dates (within 12 months of the current reporting period), current and future product demand, production planning, and market conditions.

If any of these factors are found in the reporting period, management will review each item and determine if any additional allowances or write-offs need to be made.

A change in any of these variable’s factors could result in an adjustment to inventory.

Management has provided for any risks in the current inventory allowance booked.

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

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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 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 .

In pursuant to ASC 330-10-50-6, the components of inventory cost include raw materials, labor, and overhead.

Additionally, the weighted average cost per unit is used as a basis to determine the cost amounts removed from inventory as the aggregate number of units expected to be delivered under each order.

Finally, the net realizable value is determined by using the various factors as following:

If any of these factors are found in the reporting period, management will review each item and determine if any additional allowances or write-offs need to be made.

A change in any of these variable’s factors 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 the factors listed above.

As of June 30, 2023 and 2022, the total of inventory allowance was $ 1,914,891 and $ 1,914,891 .

The following are the classes held in inventory as of June 30, 2023 and 2022:

Inventory Classes:

3 unchanged sentences

Total inventory

Inventory allowance

( 1,914,891 )

Total inventory, net

Property and Equipment

6 unchanged sentences

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

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

As of June 30, 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 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 March 31, 2023, after working through our analysis of goodwill during the months ending March 31, 2023.

No goodwill impairment indicators were present, for the goodwill listed on the books as of June 30, 2023, after working through our analysis of goodwill during the months ended June 30, 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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Due to the impairment the Company expensed the goodwill related to the purchase as of June 30, 2020.

Debt with Warrants

In accordance with ASC Topic 470-20-25, when the Company issues debt with warrants, the Company treats the fair value of the warrants as a debt discount, recorded as a contra-liability against the debt, and amortizes the balance over the life of the underlying debt as amortization of debt discount expense in the consolidated statements of operations using the straight-line method.

The offset to the contra-liability is recorded as either equity or liability in the Company’s consolidated balance sheets depending on the accounting treatment of the warrants.

If the debt is retired early, the associated debt discount is then recognized immediately as amortization of debt discount expense in the consolidated statements of operations.

Convertible Debt – Derivative Treatment

When the Company issues debt with a conversion feature, we must first assess whether the conversion feature meets the requirements to be treated as a derivative, as follows:

(a) one or more underlyings, typically the price of our common stock;

(b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion;

and (d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash.

An embedded equity-linked component that meets the definition of a derivative does not have to be separated from the host instrument if the component qualifies for the scope exception for certain contracts involving an issuer’s own equity.

The scope exception applies if the contract is both (a) indexed to its own stock;

and (b) classified in stockholders’ equity in its balance sheet.

If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using a Monte Carlo simulation model upon the date of issuance.

If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense.

Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt.

The derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the statement of operations.

The debt discount is amortized through interest expense over the life of the debt using the straight-line method.

Revenue Recognition

7 unchanged sentences

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.

Mostly, 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.

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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.

The Company evaluates the criteria pursuant to ASC 606-10-55.

Some of the different considerations that we use because of their significance are as follows:

Collectability - payment has to be made prior to shipment unless the customer has agreed upon terms.

Guaranties – we offer a money back to customers if they are unhappy with our products.

Principal versus Agent Considerations - currently we are the principal and have not engaged an agents at this time and 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.

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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.

Historically, we have done a valuation of our sales allowance account (customer returns).

In 2022 our return percentage was 0.009% of sales and 2021 was 0.01% of sales.

Due to the low refund percentage management decided there was not a need for an estimated adjustment for allowances and refunds due to materiality.

Revenue recognition is evaluated through the following five-step process:

6 unchanged sentences

Concentration

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”.

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 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 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.

There is no concentration of revenue for the months ended June 30, 2022 and for the months ended June 30, 2023.

The Company doesn’t have any customer with a percentage of revenue more than 10%.

The Company uses the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the accounting bases and the tax bases of the Company’s assets and liabilities.

The deferred tax assets and liabilities are computed using enacted tax rates in effect for the year in which the temporary differences are expected to reverse.

The Company's deferred income taxes include certain future tax benefits.

The Company records a valuation allowance against any portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized.

The Company has adopted ASC guidance regarding accounting for uncertainty in income taxes.

This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the consolidated financial statements and applies to all income tax positions.

Each income tax position is assessed using a two-step process.

A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities.

If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement.

At June 30, 2023 and 2022, there were no uncertain tax positions that required accrual.

Fair Value Measurements

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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.

The change in Level 3 financial instrument is as follows:

Balance, January 1, 2023

Issued during the months ended March 31, 2023

Change in fair value recognized in operations

Converted during the months ended March 31, 2023

Balance, March 31, 2023

If the convertible debt is viewed as short-term, management chooses to expense the full debt discount in the period incurred is recorded as a gain or loss in the consolidated statement of operations.

The Company measures and reports certain financial instruments as liabilities at fair value on a recurring basis.

The fair value of these instruments as of June 30, 2023 and December 31, 2022 was as follows:

Fair Value at December 31, 2021

Derivative liability

Fair Value at December 31, 2022

Derivative liability

Fair Value at June 30, 2023

June 30, 2023

Derivative liability

December 31, 2022

Derivative liability

The details of derivative liability transactions for the period ended June 30, 2023 and December 31, 2022 are as follows:

The change in Level 3 financial instrument fair value is as follows:

Balance, December 31, 2021

Issued during the months ended December 31, 2022

Derivative liabilities debt premium

Change in fair value on derivative

Converted during the months ended December 31, 2022

Balance, December 31, 2022

Issued during the months ended June 30, 2023

Derivative liabilities debt discount

Change in fair value on derivative

Converted during the months ended June 30, 2023

Balance, June 30, 2023

The Company did not transfer any assets or liabilities measured at fair value on a recurring basis between levels during the period ending June 30, 2023 and December 31, 2022.

The Company determines the fair value of the derivative liability based on Level 3 inputs using the Black-Scholes option pricing model.

The significant unobservable input assumptions that can significantly change the fair value includes common share price;

amount of principal and accrued interest convertible into shares as of the conversion date, and the number of shares issuable upon conversion;

expected exercise price;

expected term;

and risk-free interest rate.

Convertible Instruments

Convertible debt – derivative treatment

The Company evaluates and accounts 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.

If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using the Black-Sholes option pricing model upon the date of issuance.

If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest

Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt.

If the convertible debt is viewed as short-term, management chooses to expense the full debt discount in the period incurred is recorded as a gain or loss in the consolidated statement of operations.

The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the consolidated statement of operations.

Convertible debt – beneficial conversion feature

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, 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.

Debt modifications and extinguishments

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 under change in fair value on derivative, in the consolidated operation statements, as a gain or loss on extinguishment of the two separate liabilities.

During the months ended June 30, 2023, the Company issued $ 388,888 of convertible debt.

Recent Accounting Pronouncements

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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:

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 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.

The Company leases its office and warehouse space under non-cancellable capital leases.

The Company accounts for this lease in accordance with ASC 842.

Right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the expected lease term.

Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

Since our lease arrangements do not provide an implicit rate, we use our estimated incremental borrowing rate for the expected remaining lease term at commencement date in determining the present value of future lease payments.

The lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Capital lease expense is recognized on a straight-line basis over the lease term.

Variable lease payments are not included in the lease payments to measure the lease liability and are expensed as incurred.

Finance lease expense is comprised of both interest expense, which is recognized using the effective interest method, and amortization of the right-of-use assets.

These expenses are presented consistently with the presentation of other interest expense and amortization or depreciation of similar assets.

Common area maintenance fees (or CAMs) and other charges related to leases are expensed as incurred.

See Note 5 — Right-of-Use Assets and Lease Liabilities for further discussion of the Company’s lease activities.

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 March 31, 2023 of $ 16,505,898 .

As a result, the Company incurred accumulated net losses from Inception (December 19, 2014) through the period ended June 30, 2023 of $ 17,725,470 .

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 raised 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 raise substantial doubt about the entity’s ability to continue as a going concern.

NOTE 4 – RELATED PARTY

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.

For the months ended June 30, 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 consolidated statement of operations.

Unsecured debt A:

On March 2, 2020, the Company received an unsecured loan of $200 from a shareholder.

Additionally, during in March and June 2019, the Company received an additional loan of $666 from another shareholder.

Both of these notes are unsecured and do not have a payment due date at an interest rate of 0.00%.

Issuance Date

Maturity Date

Interest Rate

Original Principal Amount

Balance at June 30, 2023

Balance at December 31, 2022

Unsecured debt A

March 2019, March and June 2020

Total notes payable

Debt discount and deferred financing costs

Total notes payable, net

NOTE 5 – RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

In February 2022, the Company entered into a lease agreement for our warehouse facilities located at 7375 Commercial Way Suite 125, Henderson, Nevada 89011 with a term of 35 month 25 days and will expire 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 .

The average monthly base rent for the first 12 months is approximately $ 5,333 .

For the next 24 months of the lease, the average monthly base rent will be approximately $ 5,694 .

As part of the agreement the Company will be responsible to share any property operating expenses estimated as $1,017 per month.

Pursuant to ASC 842, the estimated operating expenses was included with the base rent and was included in the calculations of the right of use assets.

The Company recorded operating lease right-of-use of $175,765 and lease liabilities for operating lease of $175,765.

Supplemental statements of operations information related to leases are as follows:

June 30, 2023

Cash paid for amounts included in the measurement of lease liabilities for the first quarter 2022

Weighted average remaining lease term – operating leases (in years)

Average discount rate – operating leases

June 30, 2023

Operating leases

Right-of-use assets, net of amortization of $75,142

Short-term operating lease liabilities

Long-term operating lease liabilities

Total operating lease liabilities

The following table summarizes the future undiscounted cash payments reconciled to the lease liability:

Operating Leases

2023 (remaining six months)

2026 and thereafter

Total lease payments

Imputed interest/present value discount

Present value of lease liabilities

NOTE 6 – NOTES PAYABLE

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.

As of June 30, 2023, the Company had the following:

Issuance Date

Maturity Date

Interest Rate

Original Principal Amount

Balance at June 30, 2023

Balance at December 31, 2022

Unsecured debt B

February 22, 2022

February 15, 2023

Secured debt C

October 7, 2022

October 7, 2023

Unsecured debt D

March 20, 2023

August 17, 2024

Secured debt E

Total notes payable

Total notes payable, net

Unsecured debt B:

On February 22, 2022, the Company received an unsecured loan in the principal of $200,000 with a loan origination fee in the amount of $20,000, which was fully expensed as interest expense in this period.

The net proceeds from this loan were $180,000.

The loan is unsecured and the initial payment of $17,804 was due on April 22, 2022.

There will be ten monthly payments due on the 22 nd day of each following month, beginning on May 22, 2022 through Feb 15, 2023.

During fourth quarter of 2022, the note holder agreed to forgo two months of payments and add them to the back end of the note, which extended the due date of the note to April 25, 2023.

Interest will accrue at an interest rate of 10% per annum on any unpaid principal amount.

If the Company defaults on the loan, the default interest will increase to 16% per annum.

During 2022, the Company made a total in principal payments of $124,630 towards unsecured debt B.

During 2023, the Company has made additional principal payments towards unsecured debt B totaling $75,370 which settled the entire principal balance in full.

As of June 30, 2023, the principal balance of the note was paid off.

Secured debt C:

On October 7, 2022, the Company agreed to a secured loan by any consigned inventory held at fulfillment centers and any rights, title or interest in their account.

The principal loan amount was $200,000 and will have a loan term of twelve months with an annual interest rate of 12.99%, with a default rate of 14.99%.

The first three months of payment will be interest only payments of $2,165 and the remaining nine payments will be principal and interest payments of $23,442.

Interest payments will begin November 8, 2022 and Installment payments, including principal and interest, will begin February 8, 2023.

During 2023, the Company has made principal payments totaling $200,000 towards the secured debt C which settled the entire principal balance in full.

As of June 30, 2023, the principal balance of secured debt C was paid off.

Unsecured debt D:

On March 20, 2023, the Company received an unsecured loan in the principal of $330,000 with a loan origination fee in the amount of $30,000, which was fully expensed as interest expense in this period.

The net proceeds from this loan were $300,000.

The loan is unsecured and the initial payment of $23,359 will be due on June 17, 2023.

There will be fourteen monthly payments due on the 17 th day of each following month, beginning on July 17, 2023 through August 17, 2024.

Interest will accrue at an interest rate of 10% per annum on any unpaid principal amount.

If the Company defaults on the loan, the default interest will increase to 16% per annum.

During 2023, the Company made a total in principal payments of $23,359 towards the unsecured debt D.

As of June 30, 2023, the outstanding principal balance of unsecured debt D totaled $306,641.

Secured debt E:

On May 19, 2023, the Company agreed to a secured loan by any consigned inventory held at fulfillment centers and any rights, title or interest in their account.

The principal loan amount was $131,000 and will have a loan term of twelve months with an annual interest rate of 12.99%, with a default rate of 14.99%.

The first payment of principal and interest will be $11,700 and will be due June 19, 2023 with an additional eleven payments due each 19 th of the month.

During 2023, the Company has made principal payments totaling $10,282 towards the secured debt E.

As of June 30, 2023, the principal balance of secured debt E was 120,718.

Total interest expense for notes payable to was $ 12,886 and $ 4,944 for the three months ended June 30, 2023 and 2022, respectively.

The Company paid $ 3,583 and $ 0 in interest for the three months ended June 30, 2023 and 2022, respectively.

Consolidated Statements of Operations – Interest expense, net of interest income

Interest Income

Interest Expense

Origination Fees

Total of Interest Expense

NOTE 7 – CONVERTIBLE DEBT

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:

Number of options valued

Value of Convertible Option

Unsecured Convertible debt #1

Unsecured Convertible debt #2

Unsecured Convertible debt #3

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.

As of June 30, 2023, the Company had the following convertible debt outstanding:

Issuance Date

Maturity Date

Interest Rate

Original Principal Amount

Balance at June 30, 2023

Balance at December 31, 2022

Convertible promissory note #1

July 28, 2016

January 19, 2017

Convertible promissory note #2

August 5, 2023

Convertible promissory note #3

Convertible promissory note #4

January 24, 2023

October 24, 2023

Total notes payable

Debt discount and deferred financing costs

Total notes payable, net

Convertible promissory note #1:

On July 28, 2016, the Company executed the convertible promissory note #1 in the principal amount of $15,000, which is in default but management has not been able to make contact with this party, due to them living out of the country.

The due date for this note was January 19, 2017 at an interest rate of 8%, with a default interest rate of 18%.

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.

The conversion option for this note coverts at a 54% discount to the market price based on the lowest trading prices in the last 20 days trading period.

The outstanding balance on convertible promissory note #1 as of June 30, 2023 was $6,750.

The fair value of the derivative as of June 30, 2023 was determined to be $9,952 using the Black-Scholes option pricing model based on the following assumptions:

common share price of $0.0519 per share;

expected exercise price of $0.0256 per share;

volatility of 129%;

expected dividend yield of zero;

and annual risk-free interest rate of 5.18%.

The derivatives are classified as liabilities as they represent an obligation to deliver a variable number of shares of common stock in the future and are therefore required to be initially and subsequently measured at fair value each reporting period.

The Company originally recorded a derivative liability in the amount of $9,649.

The fair value of the derivative liability is remeasured each reporting period using the Black-Scholes option pricing model, and the change in fair value is recorded as an adjustment to the derivative liabilities account with the unrealized gains or losses reflect in other income – change in fair value on derivative.

Convertible promissory note #2:

On May 25, 2022, the Company executed the convertible promissory note #2 in the principal amount of $154,000 with a loan origination fee in the amount of $15,400, which was fully expensed as interest expense in this period.

The net proceeds from this note were $138,600.

The loan is unsecured and the initial repayment of $14,488 was due on October 5, 2022.

There will be ten additional monthly payments due on the 5 th day of each following month, beginning on November 5, 2022 through August 5, 2023.

Interest will accrual at an interest rate of 10% per annum on any unpaid principal amount.

If the Company defaults on the loan, the default interest will increase to 16% per annum.

During 2022, the Company has made principal payments totaling $43,465 towards the outstanding balance on convertible promissory note #2.

During 2023, the Company has made additional principal payments towards convertible promissory note #2 totaling $110,535 which settled the entire principal balance in full.

As of June 30, 2023, the principal balance of the note was paid off the principal balance of the note was paid off.

The fair value of the derivative was determined to be $0, due to being paid off, using the Black-Scholes option pricing model based, prior to the note being paid off, on the following assumptions:

common share price of $0.0519 per share;

expected exercise price of $0.05 per share;

volatility of 129%;

expected dividend yield of zero;

and annual risk-free interest rate of 5.18%.

The Company originally recorded a derivative liability in the amount of $89,895.

Convertible promissory note #3:

On May 12, 2022, the Company executed the convertible promissory note #3 in the principal amount of $200,000.

The loan is unsecured and the principal and any unpaid accrued interest shall be due and payable on May 12, 2023.

Interest shall accrue at the rate of 12% per annum.

The outstanding balance on convertible promissory note #3 as of June 30, 2023 was $200,000.

At any time on or after July 24, 2023, the holder shall have the right, at his option, to convert the principal amount of the note, or any portion of such principal amount, plus accrued but unpaid interest into shares of the Company’s common stock.

The Company has been advised the holder of convertible promissory note #3 will be converting the full value of the outstanding principal and interest in the near future.

The conversion price shall be $0.05 per share.

The fair value of the derivative was determined to be $72,983 using the Black-Scholes option pricing model based on the following assumptions:

common share price of $0.0519 per share;

expected exercise price of $0.05 per share;

volatility of 129%;

expected dividend yield of zero;

and annual risk-free interest rate of 5.18%.

The Company originally recorded a derivative liability in the amount of $184,011.

Convertible promissory note #4:

On January 24, 2023, the Company executed the convertible promissory note #4 in the principal amount of $388,888 with a loan origination fee in the amount of $38,888, which was fully expensed as interest expense in this period, additionally there were $12,500 of legal costs and $31,500 of agent fees in which were also fully expenses in this period.

The net proceeds from this loan were $306,000.

The loan is unsecured and the principal and any unpaid accrued interest shall be due and payable on October 24, 2023 with an interest rate of 0%.

Any unpaid balance at that time will start to accrue interest at a default rate of 20% per annum.

The outstanding balance on convertible promissory note #4 as of June 30, 2023 was $388,888.

The holder shall have the right, at his option, to convert the principal amount of the note, or any portion of such principal amount, plus accrued but unpaid interest into shares of the Company’s common stock.

The conversion price 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 fair value of the derivative was determined to be $1,133,820 using the Black-Scholes option pricing model based on the following assumptions:

common share price of $0.0519 per share;

expected exercise price of $0.0444 per share;

volatility of 129%;

expected dividend yield of zero;

and annual risk-free interest rate of 5.18%.

The Company originally recorded a derivative liability in the amount of $ 174,234 .

Total interest expense for notes payable to was $ 6,070 and $ 24,424 for the three months ended June 30, 2023 and 2022, respectively.

The Company paid $ 0 and $ 0 in interest for the three months ended June 30, 2023 and 2022, respectively.

NOTE 8 – DERIVATIVE LIABILITY

The Company evaluated the notes under the requirements of ASC 480 “Distinguishing Liabilities From Equity” (ASC 480) and concluded that the notes do not fall within the scope of ASC 480.

The Company next evaluated the notes under the requirements of ASC 815 “Derivatives and Hedging Activities” and determined that the scope exception to ASC 815’s derivative accounting provisions does not apply.

The Company then evaluated the embedded derivative criteria in ASC 815, and concluded that the conversion features meet all the embedded derivative criteria in ASC 815, and therefore, the conversion features meet the definition of an embedded derivative that should be separated from the notes and accounted for as a derivative liability.

The derivative liabilities were valued using a Black-Scholes option pricing model with the following average assumptions:

June 30, 2023

Upon Issuance 2023

December 31, 2022

Upon Issuance 2022

$ 0.043 - 0.066

Exercise Price

$ 0.026 - 0.05

$ 0.0224 - 0.05

Expected Life

194.52 - 197.12 %

Dividend Yield

Risk-Free Interest Rate

0.53 - 0.61 %

Convertible Notes

Total Fair Value

The expected life of the note was based on the remaining contractual term of the instruments.

The Company uses the historical volatility of its Common Stock to estimate the future volatility for its Common Stock.

The expected dividend yield was based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future.

The risk-free interest rate was based on rates established by the Federal Reserve Bank.

Consolidated Statement of Operations – Change in fair value on derivative

During the year ended December 31, 2022, , the following transactions were recorded in the account “change in fair value on derivative”:

(i) as a result of the issuance of convertible notes, the Company recorded derivative liabilities of $(264,952);

(ii) the Company viewed the convertible debt derivatives as short term and thus chose to record as other income the debt premium associated with the derivative liabilities incurred during this period in the amount of $43,269;

and (iii) the change in the fair value of these derivative liabilities for the year ended December 31, 2022 resulted in a gain of $ 212,199 .

During the period ended June 30, 2023, the following transactions were recorded in the account “change in fair value on derivative”:

(i) as a result of the issuance of convertible notes, the Company recorded derivative liabilities of $(145,067);

(ii) the Company viewed the convertible debt derivatives as short term and thus chose to expense the debt discounts associated with the derivative liabilities incurred during this period in the amount of $(29,167);

(iii) the changes in the fair value of these derivative liabilities for the period ended June 30, 2023 resulted in a gain of $ 35,837 ;

and (iv) the Company recorded a gain on debt extinguishment of $ 38,172 to account for the extinguishment of derivative liabilities associated with the settlement or the conversion of the convertible debt accounted for as a derivative liability.

The details of derivative liability transactions for the period ended June 30, 2023 and December 31, 2022 are as follows:

The change in Level 3 financial instrument fair value is as follows:

Balance, December 31, 2021

Issued during the months ended December 31, 2022

Derivative liabilities debt premium

Change in fair value recognized in operations

Converted during the months ended December 31, 2022

Balance, December 31, 2022

Issued during the months ended June 30, 2023

Derivative liabilities debt discount

Change in fair value recognized in operations

Converted during the months ended June 30, 2023

Balance, June 30, 2023

NOTE 9 – INCOME TAXES

The effective income tax rate for the years ended June 30, 2023 and 2022 differs from the U.S.

Federal statutory rate due to the following:

Federal statutory income tax rate

Change in valuation allowance

The components of the deferred tax assets and liabilities at June 30, 2023 and 2022 are as follows:

Long-term deferred tax assets:

Federal net operating loss carryforwards

Valuation allowance

Net long-term deferred tax assets

NOTE 10 – STOCKHOLDERS’ EQUITY

Authorized Stock

The Company has authorized 75,000,000 common shares with a par value of $ 0.001 per share.

The Company originally 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.

10 unchanged sentences

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

As of June 30, 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 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.

During the three months ended March 31, 2023, the Company issued 320,000 shares of common stock for consulting fees at a per share price of $0.05.

During the three months ended June 30, 2023, the Company did not issue any shares of common stock.

There were no shares issued during the fourth quarter 2022.

6 unchanged sentences

Warrant Issuances

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.

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

On February 2, 2022, the Company issued 2,000,000 warrants to an individual at a per share price of $0.05.

As of June 30, 2023, there were 23,421,544 warrants outstanding, of which 16,000,000 warrants are fully vested.

Outstanding at December 31, 2022

Outstanding at June 30, 2023

Vested and expected to vest at June 30, 2023

Exercisable at June 30, 2023

At June 30, 2023, the intrinsic value of these stock warrants was $0 as the exercise price of these stock warrants were greater than the market price.

Stock Issued for Services

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.

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

On March 6, 2023, the Company issued 320,000 shares of common stock for consulting fees at a per share price of $0.05.

On September 13, 2022, the Company issued 340,000 shares of common stock for consulting fees at a per share price of $0.05.

During the period ending June 30, 2022, the Company issued 6,400,000 shares of common stock for broker, consulting, and funding fees at a per share price of $0.05.

Share Conversion Agreements

6 unchanged sentences

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.

The following summary of options activity for the three months ended June 30, 2023 is presented below:

Outstanding at December 31, 2022

Outstanding at June 30, 2023

Vested and expected to vest at June 30, 2023

Exercisable at June 30, 2023

At June 30, 2023, the intrinsic value of these stock options was $8,740 as the exercise price of these stock options were less than the market price.

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.

The following summary of restricted stock units activity for the three months ended June 30, 2023 is presented below:

Non-vested at December 31, 2022

Non-vested at June 30, 2023

The total fair value of restricted stock units vested during the three months ended June 30, 2023 was $ 445,000 and is included in selling, general and administrative expenses in the accompanying consolidation statements of operations.

As of June 30, 2023, the amount of unvested compensation related to issuances of restricted stock units fair value was $ 298,153 and $76,047 has been expensed and is included in selling, general and administrative expenses in the accompanying consolidation statements of operations.

The fair value of share options, units, and warrants are estimated using the Black-Scholes option pricing method based on the following weighted-average assumptions:

Three Months Ended June 30,

Risk-free interest rate

Average expected term (years)

Expected volatility

Expected dividend yield

Offering Circular

3 unchanged sentences

NOTE 11 – BUSINESS SEGMENT INFORMATION

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.

As of June 30, 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 June 30, 2023.

HEALTH SUPPLEMENTS

2 unchanged sentences

Gain (Loss) Before Income Tax

( 1,846,392 )

( 1,475,843 )

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.

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

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

HEALTH SUPPLEMENTS

8 unchanged sentences

NOTE 12 – SUBSEQUENT EVENTS

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.

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.

The key terms for the 15,975,000 RSU are as follows:

the effective grant date for all RSU’s is April 28, 2023.

Each of the RSU’s will have a purchase price of $0.01 (prior to the reverse split).

8,900,000 of the RSU’s had an expiration date of June 30, 2023 and are all immediately vested once granted.

All of the 8,900,000 shares of common stock were issued on July 5, 2023.

7,075,000 of the RSU’s will have an expiration date of March 31, 2024 and will vest on January 1, 2024.

Any of the RSU will be forfeited without any payment or consideration by the holder.

The RSU’s comply with Section 409A.

The Company evaluated its June 30, 2023 financial statements for subsequent events through August 11, 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