What changed in this filing

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Item 1. Financial Statements

2023-11-14 compared with 2023-08-14 · 142 added, 105 removed, 635 unchanged (28% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2023 AND DECEMBER 31, 2022

AS OF SEPTEMBER 30, 2023 AND DECEMBER 31, 2022

CURRENT ASSETS

Accounts receivable, net

Accounts receivable

Inventory, net

Offering costs

Prepaid acquisition costs

Right of use asset, net

Notes receivable

Total current assets

10 unchanged sentences

Accrued interest payable

Accrued interest payable - related party

Derivative liabilities

2 unchanged sentences

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 shares issued and outstanding as of June 30, 2023 and 345,172,442 shares issued and outstanding as of December 31, 2022, respectively

Common stock, $ 0.001 par value, 2,500,000,000 shares authorized, 354,492,442 shares issued and outstanding as of September 30, 2023, and 345,172,442 shares issued and outstanding as of December 31, 2022, respectively

Additional paid-in capital

7 unchanged sentences

CONSOLIDATED STATEMENT OF OPERATIONS

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

FOR THE THREE AND NINE MONTHS ENDING SEPTEMBER 30, 2023 AND 2022

FOR THE 3 MONTHS ENDING

24 unchanged sentences

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS

FOR THE NINE MONTHS

Cash Flows from Operating Activities:

8 unchanged sentences

Accounts receivable

Offering Costs

Cost in acquisition of Hyperion/OP&M

Right of use asset, net

Notes receivable

Accounts payable

15 unchanged sentences

Payments for repayment of notes payable

Proceeds from issuance of noted payable - related party

Payments for repayment of noted payable - related party

7 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE SIX MONTHS ENDING JUNE 30, 2023 AND 2022

FOR THE NINE MONTHS ENDING SEPTEMBER 30, 2023 AND 2022

Balance - December 31, 2021

2 unchanged sentences

Issuance of common stock for cash

Issuance of common stock for services

Issuance of common stock - Note Conversion

Net (loss) for the period

Balance - December 31, 2022

( 1,026,538 )

Balance - September 30, 2022

$ ( 15,970,158 )

Issuance of common stock for services

Fair value of vested restricted stock units

Fair value of unvested restricted stock units

Fair value of restricted stock units

Fair value of options and warrants issued

Issuance of common stock-restricted stock units issued

Net (loss) for the period

1 unchanged sentence

( 2,094,316 )

Balance - June 30, 2023

Balance - September 30, 2023

( 18,021,058 )

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

September 30, 2023 and 2022

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

6 unchanged sentences

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

2 unchanged sentences

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

In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 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.

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

The results of operations for the months ended September 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.

27 unchanged sentences

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

As of September 30, 2023 and December 31, 2022, the total of inventory allowance was $ 1,643,585 and $ 1,914,891 .

The following are the classes held in inventory as of September 30, 2023 and December 31, 2022:

SEPTEMBER 30,

Inventory Classes:

12 unchanged sentences

Indefinite-lived intangible assets established in connection with business combinations consist of patents, trademarks, and trade names.

The impairment test for identifiable indefinite-lived intangible assets consists of a comparison of the estimated fair value of the intangible asset with its carrying value.

The impairment test for identifiable indefinite-lived intangible assets consists of a comparison of the estimated fair value of the intangible asset with it carrying value.

If the carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

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

As of June 30, 2023, the Company believes that based upon qualitative factors, no impairment of indefinite-lived intangible assets is necessary.

As of September 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.

4 unchanged sentences

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.

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.

No goodwill impairment indicators were present, for the goodwill listed on the books as of September 30, 2023, after working through our analysis of goodwill during the months ended September 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.

26 unchanged sentences

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;

(a) one or more underlying’s, 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;

4 unchanged sentences

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 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 Black-Scholes 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 expense.

9 unchanged sentences

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 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.

10 unchanged sentences

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.

Principal versus Agent Considerations - currently we are the principal and have not engaged an agent 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.

14 unchanged sentences

Concentration

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%.

There is no concentration of revenue for the months ended September 30, 2022 and for the months ended September 30, 2023 because the revenue was earned from multiple customers.

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.

7 unchanged sentences

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.

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

Fair Value Measurements

10 unchanged sentences

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:

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

Fair Value at December 31, 2021

2 unchanged sentences

Derivative liability

Fair Value at June 30, 2023

June 30, 2023

Fair Value at September 30, 2023

September 30, 2023

Derivative liability

1 unchanged sentence

Derivative liability

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

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

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

2 unchanged sentences

Derivative liabilities debt premium

Change in fair value on derivative

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

Issued during the months ended September 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.

Change in fair value recognized in operations

Converted during the months ended September 30, 2023

Balance, September 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 September 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.

10 unchanged sentences

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

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.

8 unchanged sentences

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.

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

Recent Accounting Pronouncements

36 unchanged sentences

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

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

As a result, the Company incurred accumulated net losses from Inception (December 19, 2014) through the period ended September 30, 2023 of $ 18,021,058 .

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

2 unchanged sentences

NOTE 4 – RELATED PARTY

For the 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%.

For the months ended September 30, 2023 and December 31, 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.

Issuance Date

2 unchanged sentences

Original Principal Amount

Balance at June 30, 2023

Balance at September 30, 2023

Balance at December 31, 2022

1 unchanged sentence

March 2019, March and June 2020

Unsecured debt H

September 1, 2023

January 1, 2024

Total notes payable

1 unchanged sentence

Total notes payable, net

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%.

Unsecured debt H:

On September 1, 2023, the Company received an unsecured line of credit in the principal of up to $82,500 with a loan origination fee in the amount of $7,500, which was amortized over the life of the line of credit.

The net proceeds from this line of credit were $75,000.

The loan is unsecured and is due for repayment on January 1, 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 holder of the note can declare all or any portion of the unpaid balance with all accrued interest immediately due and payable.

As of September 30, 2023, the outstanding principal balance of unsecured debt G totaled $75,000.

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

7 unchanged sentences

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

June 30, 2023

September 30, 2023

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

1 unchanged sentence

Average discount rate – operating leases

June 30, 2023

September 30, 2023

Operating leases

5 unchanged sentences

Operating Leases

2023 (remaining six months)

2022 (remaining eleven months)

2026 and thereafter

3 unchanged sentences

NOTE 6 – NOTES PAYABLE

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

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

Issuance Date

2 unchanged sentences

Original Principal Amount

Balance at June 30, 2023

Balance at September 30, 2023

Balance at December 31, 2022

9 unchanged sentences

Secured debt E

Secured debt G

July 26, 2023

Total notes payable

Debt discount and deferred financing costs

Total notes payable, net

9 unchanged sentences

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.

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

Secured debt C:

4 unchanged sentences

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.

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

Unsecured debt D:

6 unchanged sentences

During 2023, the Company made a total in principal payments of $93,437 towards the unsecured debt D.

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

As of September 30, 2023, the outstanding principal balance of unsecured debt D totaled $236,564.

Secured debt E:

3 unchanged sentences

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.

As of September 30, 2023 the principal balance of secured debt E was paid off.

Secured debt F:

On July 26, 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 $196,000 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 $17,505 and will be due August 26, 2023 with an additional eleven payments due each 26 th of the month.

During 2023, the Company has made principal payments totaling $30,934 towards the secured debt E.

As of September 30, 2023 the principal balance of secured debt E was $165,066.

Total interest expense for notes payable to was $ 12,830 and $ 5,000 for the three months ended September 30, 2023 and 2022, respectively.

The Company paid $ 5,653 and $ 0 in interest for the three months ended September 30, 2023 and 2022, respectively.

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

September 30,

Interest Income

3 unchanged sentences

NOTE 7 – CONVERTIBLE DEBT

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

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

Issuance Date

2 unchanged sentences

Original Principal Amount

Balance at June 30, 2023

Balance at September 30, 2023

Balance at December 31, 2022

16 unchanged sentences

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:

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

The fair value of the derivative as of September 30, 2023 was determined to be $10,574 using the Black-Scholes option pricing model based on the following assumptions:

common share price of $0.05275 per share;

5 unchanged sentences

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.

liabilities account with the unrealized gains or losses reflect in other income – change in fair value on derivative.

Convertible promissory note #2:

7 unchanged sentences

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.

As of September 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:

11 unchanged sentences

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.

The outstanding balance on convertible promissory note #3 as of September 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.

15 unchanged sentences

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 outstanding balance on convertible promissory note #4 as of September 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.

9 unchanged sentences

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.

Total interest expense for notes payable to was $ 6,138 and $ 9,988 for the three months ended September 30, 2023 and 2022, respectively.

The Company paid $ 0 and $ 17,031 in interest for the three months ended September 30, 2023 and 2022, respectively.

NOTE 8 – DERIVATIVE LIABILITY

3 unchanged sentences

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

June 30, 2023

September 30, 2023

Upon Issuance 2023

15 unchanged sentences

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 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.

4 unchanged sentences

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”:

During the period ended September 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 ;

(iii) the changes in the fair value of these derivative liabilities for the period ended September 30, 2023 resulted in a gain of $ 102,375 ;

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

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

5 unchanged sentences

Balance, December 31, 2022

Issued during the months ended June 30, 2023

Issued during the months ended September 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

Converted during the months ended September 30, 2023

Balance, September 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.

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

Federal statutory rate due to the following:

September 2023

September 2022

Federal statutory income tax rate

$ ( 166,169 )

Change in valuation allowance

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

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

September 2023

September 2022

Long-term deferred tax assets:

4 unchanged sentences

Authorized Stock

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

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

Each common share entitles the holder to one vote on any matter on which action of the stockholders of the corporation is sought.

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 June 30, 2023, there are no outstanding shares of preferred stock.

As of September 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 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.

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

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

During the months ended September 30, 2023, the Company issued 9,000,000 shares of common stock for the Restricted Stock Units which were executed.

The holders paid the Company $0.01 for each share of common stock and the value of each share was $0.05.

There were no shares issued during the fourth quarter 2022.

8 unchanged sentences

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.

As of September 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.

Outstanding at September 30, 2023

Vested and expected to vest at September 30, 2023

Exercisable at September 30, 2023

At September 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

10 unchanged sentences

Omnibus Stock Grant and Option Plan

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

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.

These options are immediately vest and will expire in five years.

The following summary of options activity for the three months ended September 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.

Outstanding at September 30, 2023

Vested and expected to vest at September 30, 2023

Exercisable at September 30, 2023

At September 30, 2023, the intrinsic value of these stock options was $12,650 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.

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

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

Non-vested at December 31, 2022

Non-vested at June 30, 2023

Non-vested at September 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.

As of September 30, 2023, the amount of unvested compensation related to issuances of restricted stock units’ fair value was $ 353,750 .

This amount will be amortized and expensed over the life of the contract and will be 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,

Three Months Ended September 30,

Risk-free interest rate

2 unchanged sentences

Expected dividend yield

Offering Circular

During the first part of the 2021, the Company filed a Regulation A Offering Circular with the U.S.

Securities and Exchange Commission.

The Offering Circular was qualified during August 2021.

NOTE 11 – BUSINESS SEGMENT INFORMATION

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.

As of September 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 September 30, 2023.

HEALTH SUPPLEMENTS

6 unchanged sentences

Depreciation and Amortization

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.

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 quarter ended September 30, 2022.

HEALTH SUPPLEMENTS

Less Selling Fees

Cost of Revenue

1 unchanged sentence

Gain (Loss) Before Income Tax

( 1,026,538 )

Identifiable Assets

12 unchanged sentences

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.

The Company evaluated its September 30, 2023 financial statements for subsequent events through November 5, 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