What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-04-01 compared with 2023-03-31 · 506 added, 183 removed, 304 unchanged (69% of the section changed)

10 unchanged sentences

We have audited the accompanying consolidated balance sheets of Healthy Extracts Inc.

as of December 31, 2022 and 2021, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements").

as of December 31, 2023 and 2022, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

6 unchanged sentences

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

13 unchanged sentences

We have served as the Company's auditor since 2020

March 31, 2023

April 1, 2024

HEALTHY EXTRACTS, INC.

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2023 AND 2022

CURRENT ASSETS

Accounts receivable

Inventory, net

Offering costs

Prepaid acquisition costs

Right of use asset, net

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

2 unchanged sentences

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, 345,172,442 and 338,384,171 shares issued and outstanding, respectively

Common stock, $ 0.001 par value, 50,000,000 shares authorized, 2,954,104 shares issued and outstanding as of December 31, 2023, and 2,876,437 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)

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

Total stockholders' equity

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

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

HEALTHY EXTRACTS, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDING DECEMBER 31,

FOR THE YEAR ENDING DECEMBER 31, 2023 AND 2022

FOR THE YEAR ENDING

Gross revenue

COST OF REVENUE

Cost of goods sold

Written off inventory

Total cost of revenue

OPERATING EXPENSES

Direct cost of revenue

General and administrative

Impairment of assets

Total operating expenses

2 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 income/(loss) before income tax provision

( 2,472,931 )

NET GAIN/(LOSS)

NET INCOME/(LOSS)

$ ( 2,472,931 )

$ ( 983,121 )

Loss per share - basic and diluted

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.

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

HEALTHY EXTRACTS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE YEARS ENDING DECEMBER 31, 2022 AND 2021

Preferred Stock

Balance - December 31, 2020

$ ( 12,956,498 )

Issuance of common stock for cash

Issuance of common stock for debt

Issuance of common stock for services

Issuance of common stock for debt

Issuance of common stock for services

Issuance of common stock for cash

Issuance of common stock for debt

Net (loss) gain for the period

( 1,987,122 )

FOR THE YEAR ENDING DECEMBER 31, 2023 AND 2022

Balance - December 31, 2021

2 unchanged sentences

Issuance of common stock for cash

Cancelation of common stock for debt

Issuance of common stock for services

Issuance of common stock - Note Conversion

Net (loss) for the period

Balance - December 31, 2022

$ ( 15,926,741 )

Issuance of common stock for services

Net (loss) gain for the period

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

( 2,472,931 )

Balance - December 31, 2023

( 18,399,673 )

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

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

HEALTHY EXTRACTS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDING

Cash Flows from Operating Activities:

Net Gain/(Loss)

Net Income/(Loss)

$ ( 2,472,931 )

4 unchanged sentences

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

Offering Costs

Cost in acquisition of Hyperion/OP&M

Right of use asset, net

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 BergaMet

Purchase of Hyperion/OP&M

Proceeds from issuance of common stock

2 unchanged sentences

Proceeds from issuance of noted payable

Payments for repayment of notes payable

Proceeds from issuance of noted payable - related party

Payments for repayment of notes payable - related party

Payments for repayment of noted payable - related party

Loan origination fees

Net Cash provided by Financing Activities

2 unchanged sentences

Cash at end of period

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

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

HEALTHY EXTRACTS, INC.

8 unchanged sentences

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 was $1,750,000 in cash, $1,300,000 in the form of secured promissory notes, which was due in twelve months once the purchase had occurred, and $1,250,000 worth of our common stock.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”).

The accompanying audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”).

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

In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of December 31, 2022 and the results of operations and cash flows for the periods presented.

The results of operations for the months ending December 31, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future period.

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

In the opinion of the Company’s management, the accompanying audited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of December 31, 2023 and the results of operations and cash flows for the periods presented.

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

These audited 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.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

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

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

In regards to inventory write-offs and allowances, our Company 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.

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

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

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

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

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

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

Cash includes cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.

3 unchanged sentences

The Company uses the weighted average cost method to value its inventories at the lower of cost and net realizable value.

The components of inventory cost include raw materials, labor, and overhead.

Net realizable value is determined using various assumptions with regard to excess or slow-moving inventories, expiration dates, current and future product demand, production planning, and market conditions.

A change in any of these variables could result in an adjustment to inventory.

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

As of December 31, 2022 and 2021, the total of inventory which was written off as an inventory allowance was $ 1,914,891 and $ 1,914,891 .

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 December 31, 2023 and December 31, 2022, the total of inventory allowance was $ 1,611,257 and $ 1,914,891 .

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

Inventory Classes:

3 unchanged sentences

Total inventory

Inventory allowance

( 1,611,257 )

( 1,914,891 )

Total inventory, net

Property and Equipment

3 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.

4 unchanged sentences

The first step of the impairment test involves comparing the fair value of the Company's reporting units with each respective reporting unit's carrying amount, including goodwill.

The fair value of reporting units is

generally determined using the income approach.

The fair value of reporting units is generally determined using the income approach.

If the carrying amount of a reporting unit exceeds the reporting unit's fair value, the second step of the goodwill impairment test is performed to determine the amount of any impairment loss.

The second step of the goodwill impairment test involves comparing the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill.

The Company sees the goodwill to have a ten-year useful life.

No goodwill impairment indicators were present, for the goodwill listed on the books as of December 31, 2022, after working through our analysis of goodwill during the months ending December 31, 2022.

No goodwill impairment indicators were present, for the goodwill listed on the books as of December 31, 2023, after working through our analysis of goodwill during the year ended December 31, 2023.

The Company has determined that the method applied represents the fair value of the asset group principally because the valuation of the intangibles with the asset group is based on the anticipated cash flows related to the revenue stream from its customers.

18 unchanged sentences

accordingly, the intangibles associated with these revenue streams have been tested with the expected cash flows.

Due to the purchase of Ultimate Brian Nutrients, LLC being a related party transaction and the new division recording no revenue as of June 30, 2020, the Company found the goodwill to be impaired.

Due to the impairment the Company expensed the goodwill related to the purchase as of June 30, 2020.

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 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;

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 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.

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

5 unchanged sentences

When distinct performance obligations exist, the Company allocates the contract transaction price to each distinct performance obligation.

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.

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.

4 unchanged sentences

All three divisions of the Company sell plant-based nutraceuticals to our end using customers.

The Company evaluates the criteria outlined in ASC 606-10-55, Principal versus Agent Considerations, currently we are the principal and have not engaged any agents at this time.

Currently, we have not recognized any revenues under the agent considerations.

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 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.

3 unchanged sentences

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 2023 our return percentage was 0.008% of sales and 2022 was 0.009% 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 December 31, 2021 and for the months ended December 31, 2022 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 December 31, 2021 and December 31, 2022, the Company did not have any amounts recorded pertaining to uncertain tax positions.

The following is accounting our operating loss carry-forward since our inception:

NOL Carryforward:

( 3,370,935 )

( 4,121,307 )

( 3,562,075 )

( 7,683,382 )

( 3,329,517 )

( 11,012,899 )

( 10,380,123 )

( 2,576,375 )

( 12,956,498 )

( 1,987,122 )

( 14,943,620 )

( 15,926,742 )

Total of NOL Carryforward

( 15,926,742 )

There is no concentration of revenue for the year ended December 31, 2022 and for the year ended December 31, 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.

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 December 31, 2023 and 2022, there were no uncertain tax positions that required accrual.

Fair Value Measurements

8 unchanged sentences

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, 2022

Issued during the months ended December 31, 2022

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 December 31, 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 December 31, 2023

December 31, 2023

Derivative liability

December 31, 2022

Derivative liability

The details of derivative liability transactions for the year ended December 31, 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 year ended December 31, 2022

Derivative liabilities debt premium

Change in fair value recognized in operations

Converted during the months ended December 31, 2022

Converted during the year ended December 31, 2022

Balance, December 31, 2022

Issued during the year ended December 31, 2023

Derivative liabilities debt discount

Change in fair value recognized in operations

Converted during the year ended December 31, 2023

Balance, December 31, 2023

The Company did not transfer any assets or liabilities measured at fair value on a recurring basis between levels during the year ending December 31, 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 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.

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 year ended December 31, 2023, the Company issued $388,888 of convertible debt.

Recent Accounting Pronouncements

16 unchanged sentences

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 Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows:

The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note.

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

The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards.

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

During the months ended December 31, 2022, the Company issued $354,000 of convertible debt with a bifurcated conversion option.

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

6 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 December 31, 2022 of $ 15,926,742 .

As a result, the Company incurred accumulated net losses from Inception (December 19, 2014) through the year ended December 31, 2023 of $ 18,336,268 .

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 December 31, 2022 and 2021, the Company had expenses totaling $ 1,000 and $ 65,000 respectively, to an officer and director for salaries, which is included in general and administrative expenses on the accompanying statement of operations.

As of December 31, 2022, there was a total of convertible debt of $0.00 and accrued interest payable of $0.00 due to an officer and director, employees, and shareholders.

NOTE 5 – LEASES

The company leases warehouse facilities under an operating lease that expires in 2025.

For the year ended December 31, 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

Maturity Date

Interest Rate

Unsecured debt A

March 2019, March and June 2020

Unsecured debt H

September 1, 2023

January 1, 2024

Total notes payable

Debt discount and deferred financing costs

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 December 31, 2023, the outstanding principal balance of unsecured debt G totaled $75,000.

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 December 31, 2022 are as follows:

Total rent expense for the months ended December 31, 2022 and 2021 was $ 63,745 and $ 55,440 .

NOTE 6 – NOTES PAYABLE

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:

December 31, 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

December 31, 2023

Operating leases

Right-of-use assets, net of amortization of $104,182

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

2022 (remaining eleven months)

2026 and thereafter

Total lease payments

Imputed interest/present value discount

Present value of lease liabilities

NOTE 6 – NOTES PAYABL E

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

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

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

Secured debt, due 10/7/23, 12.99 % interest, default interest at 14.99%.

As of December 31, 2022, the Company has an outstanding total of $ 2,713 in interest accrued for the above notes.

Issuance Date

Maturity Date

Interest Rate

Original Principal Amount

Balance at December 31, 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

Secured debt F

July 26, 2023

Secured debt G

December 19, 2023

December 18, 2024

Total notes payable

Debt discount and deferred financing costs

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 22nd 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 December 31, 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 December 31, 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 17th 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 $163,514 towards the unsecured debt D.

As of December 31, 2023, the outstanding principal balance of unsecured debt D totaled $166,486.

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 19th of the month.

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

As of December 31, 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 26th of the month.

During 2023, the Company has made principal payments totaling $85,601 towards the secured debt F.

As of December 31, 2023 the principal balance of secured debt E was $110,399.

Secured debt G:

On December 19, 2023, the Company agreed to a secured loan by any rights, title or interest in their account.

The principal loan amount was $86,000 and will have a loan term of twelve months.

The note has a cost of funds equal to 10% of the loan amount or $8,600 and will be due upon acceptance of the loan amount.

A total of $283 of the interest has been expensed in 2023.

Payment will be made daily at a repayment rate of 14% of daily sales.

and will be due December 21, 2023 and will continue until full amount owed is paid.

During 2023, the Company has made principal payments totaling $2,074 towards the secured debt E.

As of December 31, 2023 the principal balance of secured debt E was $92,526.

NOTE 7 – CONVERTIBLE DEBT

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

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

Unsecured convertible debt, due 08/05/23 , 10 % interest, converts at a market price of $0.05 per share.

The proceeds from the sale of the Note were used to satisfy all but $17,000 of our obligations to Jay Decker pursuant to a previously issued promissory note to benefit from terms that our management believes are more favorable to the Company.

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

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 December 31, 2022, the Company has an outstanding total of $ 18,674 in accrued interest for the above convertible note.

The convertible promissory notes #1 is in default but management has not been able to make contact with this party, due to them living out of the country.

As of December 31, 2023, the Company had the following convertible debt outstanding:

Issuance Date

Maturity Date

Interest Rate

Original Principal Amount

Balance at December 31, 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

April 24, 2024

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 December 31, 2023 was $6,750.

The fair value of the derivative as of December 31, 2023 was determined to be $21,185 using the Black-Scholes option pricing model based on the following assumptions:

common share price of $0.06 per share;

expected exercise price of $0.0169 per share;

volatility of 133%;

expected dividend yield of zero;

and annual risk-free interest rate of 5.44%.

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 5th 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 December 31, 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 $0.06 per share;

expected exercise price of $0.05 per share;

volatility of 133%;

expected dividend yield of zero;

and annual risk-free interest rate of 5.44%.

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 December 31, 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 $76,919 using the Black-Scholes option pricing model based on the following assumptions:

common share price of $0.06 per share;

expected exercise price of $0.05 per share;

volatility of 133%;

expected dividend yield of zero;

and annual risk-free interest rate of 5.44%.

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.

On October 31, 2023 the note was extended to April 24, 2024 for an additional fee in the amount of $38,889.

The additional fee will be amortized over the six month and in 2023 $12,962 was expensed.

The outstanding balance on convertible promissory note #4 as of December 31, 2023 was $401,851.

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 $56,047 using the Black-Scholes option pricing model based on the following assumptions:

common share price of $0.06 per share;

expected exercise price of $0.0425 per share;

volatility of 133%;

expected dividend yield of zero;

and annual risk-free interest rate of 5.44%.

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

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:

December 31, 2023

Upon Issuance 2023

December 31, 2022

Upon Issuance 2022

$ 0.043 - 0.066

Exercise Price

$ 0.017 - 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 year ended December 31, 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 year ended December 31, 2023 resulted in a gain of $ 83,920 ;

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 December 31, 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 year ended December 31, 2022

Derivative liabilities debt premium

Change in fair value recognized in operations

Converted during the year ended December 31, 2022

Balance, December 31, 2022

Issued during the year ended December 31, 2023

Derivative liabilities debt discount

Change in fair value recognized in operations

Converted during the year ended December 31, 2023

Balance, December 31, 2023

NOTE 9 – INCOME TAXES

The effective income tax rate for the years ended December 31, 2023 and 2022 differs from the U.S.

Federal statutory rate due to the following:

December 2023

December 2022

Federal statutory income tax rate

Change in valuation allowance

The components of the deferred tax assets and liabilities at December 31, 2023 and 2022 are as follows:

December 2023

December 2022

Long-term deferred tax assets:

Federal net operating loss carryforwards

Valuation allowance

Net long-term deferred tax assets

NOTE 10 – STOCKHOLDERS’ EQUITY

7 unchanged sentences

The Board of Directors, in the future, has the authority to increase the authorized capital up to 4,000,000,000 shares based on shareholder approval.

The Company effectuated a reverse stock split of 1-for-250 as of July 23, 2018 .

On December 29, 2023 the Company decreased its authorized number of common shares to 50,000,000 .

The Company effectuated a reverse stock split of 120-for-1 as of December 29, 2023 .

On October 16, 2017, the Company filed an Amended and Restated Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of the Series A Convertible Preferred Stock (the “Amended Certificate”) with the Secretary of State of the State of Nevada.

6 unchanged sentences

Common Share Issuances

During the months ended December 31, 2022, the Company issued 7,588,538 shares of common stock while cancelling a total of 800,267 shares of common stock.

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 2023.

There were no shares issued during the fourth quarter 2022.

During the third quarter 2022, the Company issued 340,000 shares of common stock for consulting fees along with issuing 340,621 shares of common stock to convert an outstanding note payable to a shareholder.

4 unchanged sentences

Further, on March 4, 2022, the Company cancelled 600,000 shares of common stock.

During the fourth quarter 2021, the Company issued 3,500,000 shares of common stock for consulting fees.

Additionally, the Company raised during the year over $900,000 in direct security purchase agreements which were converted into 15,403,983 shares of the Company’s common stock.

During the third quarter 2021, the Company issued 1,177,778 shares of common stock for advertising and broker fees.

On March 18, 2021, the Company raised $340,000 note payable agreement which 1,200,000 shares of the Company’s common stock were issued to the note holder.

Additionally, 2,000,000 shares of common stock were issued to a company helping secure the note.

Furthermore, 715,000 shares of common stock were issued for marketing services while 1,000,000 shares of common stock were issued for advertising services.

During January 2021 the company converted 4,500,000 of securities purchase agreement into common stock shares.

Warrant Issuances

During the year ending December 31, 2021, the Company issued 14,000,000 warrants to 25 parties at a per share price between $0.05 and $0.075.

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

During the month ending March 31, 2023, the Company issued 61,846 warrants to 2 unrelated parties at a per share price of $5.6592.

On February 2, 2022, the Company issued 16,667 warrants to an individual at a per share price of $6.00.

As of December 31, 2023, there were 195,180 warrants outstanding, of which 195,180 warrants are fully vested.

Outstanding at December 31, 2022

Outstanding at December 31, 2023

Vested and expected to vest at December 31, 2023

Exercisable at December 31, 2023

At December 31, 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 18, 2021, the Company issued 715,000 shares of common stock as the compensation for this agreement.

Additionally on March 18, 2021, the Company issued 2,000,000 shares of common stock to a company helping secure the note.

During the second and third quarters of 2021, the Company entered into several broker agreements to help raise capital for the Company.

1,177,778 shares of common stock were issued in the third quarter as broker fees.

And additional 1,000,000 shares of common stock were issued in the second quarter as advertising fees.

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

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

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

7 unchanged sentences

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 year ended December 31, 2023 is presented below:

Outstanding at December 31, 2022

Outstanding at December 31, 2023

Vested and expected to vest at December 31, 2023

Exercisable at December 31, 2023

At December 31, 2023, the intrinsic value of these stock options was $46,000 as the exercise price of these stock options were less than the market price.

On December 26, 2022, the Company canceled 101,250 stock options with a strike price of $6.00.

On the same date, the Company approved an equity incentive plan.

Under this plan the company approved a total of 15,975,000 of restricted stock units and 36,000,000 of restricted stock awards with a strike price of $0.00 to $0.01 to sixteen individuals.

Offering Circular

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

Securities and Exchange Commission.

The Offering Circular was qualified during August 2021.

The following summary of restricted stock units’ activity for the three months ended December 31, 2023 is presented below:

Non-vested at December 31, 2022

Non-vested at December 31, 2023

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

As of December 31, 2023, the amount of unvested compensation related to issuances of restricted stock units’ fair value was $ 423,910 .

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:

Year Ending December 31,

Risk-free interest rate

Average expected term (years)

Expected volatility

Expected dividend yield

NOTE 11 – BUSINESS SEGMENT INFORMATION

5 unchanged sentences

Gain (Loss) Before Income Tax

( 2,422,489 )

( 2,197,401 )

Identifiable Assets

7 unchanged sentences

Gain (Loss) Before Income Tax

( 1,975,971 )

( 1,137,830 )

Identifiable Assets

2 unchanged sentences

Our revenues to our customers are not material to our overall total sales.

Our largest customers, Natural Grocers and Emerson Ecologics, LLC, account for less than 1% of our total sales in the years ending 2022 and 2021.

Our largest customers, Natural Grocers and Emerson Ecologics, LLC, account for less than 1% of our total sales in the year ending 2023 and 2022.

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.

On January 24, 2023, we entered into a Securities Purchase Agreement for the sale of convertible notes in the aggregate principal amount of $388,888, and warrants to acquire 7,421,544 shares of our common stock at an exercise price of $0.04716 per share, to two investors.

The Notes contained an original issue discount of 10%, and thus the proceeds to us were $350,000.

The Notes do not bear interest unless we are in default, have a maturity date of October 24, 2023, and all amounts are payable on the maturity date.

The Notes are convertible into our common stock at the election of the holder at means ninety percent (90%) of the lowest VWAP of our common stock for the five (5) consecutive Trading Days immediately preceding the date of the issuance of a Conversion Election.

The 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 has verbally agreed with the borrower of unsecured debt H to extend the due date to July 1, 2024.

The definitive agreement to be acquired for Hyperion, and its digital marketing affiliate, Online Publishing and Marketing expired on the anniversary date of the agreement.

When new funding is acquired, further discussions will occur.

The Company evaluated its December 31, 2023 financial statements for subsequent events through March 11, 2024, the date the financial statements were available to be issued.

2 unchanged sentences

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data