HEALTHY EXTRACTS INC. 10-K

ITEM 9A - CONTROLS AND PROCEDURES (a) Disclosure Controls and Procedures We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of December 31, 2023, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2023, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described in Item 9A(b). Our principal executive officers do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officers have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. (b) Management Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as amended, as a process designed by, or under the supervision of, our principal executive and principal financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States and includes those policies and procedures that: · Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and any disposition of our assets; · Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and 51 · Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on this assessment, Management identified the following two material weaknesses that have caused management to conclude that, as of December 31, 2023, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level: 1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. 2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented. This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only our management’s report in this Annual Report. (c) Remediation of Material Weaknesses To remediate the material weakness in our documentation, evaluation and testing of internal controls we plan to engage a third-party firm to assist us in remedying this material weakness once resources become available. We also intend to remedy our material weakness with regard to insufficient segregation of duties by hiring additional employees in order to segregate duties in a manner that establishes effective internal controls once resources become available. (d) Changes in Internal Control over Financial Reporting 52 No change in our system of internal control over financial reporting occurred during the period covered by this report, fourth quarter of the fiscal year ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B – OTHER INFORMATION None. ITEM 9C – DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 53 PART III ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth the names, ages, and biographical information of each of our current directors and executive officers, and the positions held by each person, and the date such person became a director or executive officer. Our executive officers are elected annually by the Board of Directors. The directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or until their death, resignation or removal by the Board of Directors. Family relationships among any of the directors and officers are described below. Name Age Position(s) Kevin “Duke” Pitts 64 President, Director (2018) Robert Madden 51 Secretary, Chief Financial Officer (2022) William Bossung 64 Director (2014) Bill Croyle 71 Director (2019) Kevin “Duke” Pitts , age 64, was appointed to our Board of Directors on September 28, 2018, and as our President on September 24, 2019. Mr. Pitts is a proven leader who has 30 years of senior management experience within a technology-driven industry. Mr. Pitts has been the President and Owner of Envision Enterprises, a consumer electronic integration business, where he has worked since 2007. Earlier in his career, Mr. Pitts served as the Director of Direct Marketing at Dish Network, the well-known satellite television provider. His deep experience in senior management and marketing will be of great value to us. Robert Madden , age 51, was appointed as our Secretary and Chief Financial Officer on June 2, 2022. Mr. Madden has been working in the accounting industry for over 30 years. From 1990 to 2012 he worked for several companies starting as a staff accountant, then assistant controller position, finally the company controller position. During that time, he worked in the wholesale apparel, advertising, television, and special event industries. From 2012 to 2015, he took a sabbatical and lived overseas volunteering for different NGO’s and non-profit organizations. During the sabbatical, he volunteered for a British NGO, worked as their CFO, and was the driving force in getting the organization registered with 2 foreign nations. In 2016, he moved back to the United States and started an accounting consulting business. From 2016 to the present, he was hired to fill either a Controller or CFO position for several private and public companies, including United Concerts from 2016 through 2018, Bakken Water Transportation Services, Inc. from 2019 to the present, Geopulse Exploration, Inc. from 2016 through 2019, and Humatech, Inc. from 2021 to the present. He graduated from the University of Utah with a bachelor’s degree in accounting and from Westminster College with an MBA with a certificate of accounting. William Bossung , age 64, has served as a member of the Board of Directors since our inception, and was our Secretary and Chief Financial Officer from our inception until June 2, 2022. Mr. Bossung has a diverse background in Corporate Finance, Insurance and accounting. From 2003 to August 2006 Mr. Bossung was co-founder of BCF Technology, an insurance software company that was ultimately sold to Vertafore in August of 2006. During January 2012 Mr. Bossung co-founded Splash Beverage Group, (SBEV) a beverage distribution company that distributes both alcohol and non-alcohol products. The company’s products are sold in over 25,000 retail locations Mr. Bossung is the managing partner of Bishop Equity Partners LLC, a small boutique private equity firm that invests in both private and public companies. From 1997 to 2002 Mr. Bossung was the Director of Corporate Finance of Chadmoore Wireless Group, the company was engaged in the business of wireless communications utilizing 800 MHZ frequencies. Chadmoore aggregated over 5500 Specialized Mobile 54 Radio licenses from the Federal Communications Commission, the licenses were acquired by Nextel, then merged into the Sprint PCS wireless network. Mr. Bossung currently holds an Insurance License and earned a bachelor’s degree in accounting and finance from Bloomsburg State University. Our founders believed that Mr. Bossung’s broad experience in corporate financing and accounting, dating back to 2003, made him an attractive candidate to serve on our board of directors. Bill Croyle , age 71, was appointed to our Board of Directors on September 24, 2019. Mr. Croyle is a private investor and an accomplished Senior Executive with more than 40 years of success across the IT, energy, manufacturing, telecommunications, venture capital, and finance industries. His broad areas of expertise include mergers and acquisitions, negotiations, service contracts and delivery, executive development and mentoring, and managing complexities. Since 2009 Bill has been a founder, owner or executive of EnTX Group, Impact Legacy Partners, FB Oilfield Special Tools and Western Energy Advisors. He is Chairman of the Colorado Chapter of the Marine Corps Scholarship Foundation, and he has served on the boards of Hill City Silica LLC, the University of Colorado Advocates program, the Association for Corporate Growth/Denver, and the Denver Consulting Alliance. Bill served in the Marine Corps 1972-1974. Mr. Croyle holds Certificates in Energy Finance and Management from the University of Denver and International Trade from World Trade Center Denver. He graduated from the University of California, Santa Barbara, with a BA in History and minor in French. Our directors believed that Mr. Croyle’s experience as a business founder and finance certifications made him an attractive candidate to serve on our board of directors. Family Relationships There are no family relationships between any of our officers or directors. Other Directorships; Director Independence Other than as set forth above, none of our officers and directors are directors of any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940. For purposes of determining director independence, we have applied the definitions set out in NYSE Rule 303A.02. The OTCQB on which shares of our common stock are quoted does not have any director independence requirements. The NYSE American definition of “Independent Director” means a person that has no material relationship with the company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). According to the NYSE American definition, Mr. Bossung and Mr. Croyle are independent directors. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than ten percent shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. 55 Except as set forth below, to our knowledge, none of our officers, directors, or beneficial owners of more than ten percent of our common stock failed to file on a timely basis reports required by section 16(a) of the Exchange Act during the most recent fiscal or prior fiscal year. Board Committees Our Board of Directors maintains separate audit, nominating and compensation committees. The members of all three committees are only our two independent directors, William Bossung and Bill Croyle Audit Committee . Our audit committee consists of two independent directors. The members of the audit committee are William Bossung and Bill Croyle. The audit committee will consist exclusively of directors who are financially literate. In addition, Mr. Bossung is considered an “audit committee financial expert” as defined by the SEC’s rules and regulations. The audit committee responsibilities include: · Review and reassess the adequacy of the Audit Committee Charter annually and submit the Charter to the Board for approval. · Review our annual audited financial statements and any reports or other financial information as the Committee may request, including, without limitation, any material submitted to any governmental body, or the public, including any certification, report, opinion or review rendered by the registered public accountants. Discuss major issues and significant changes regarding accounting and auditing principles and practices as well as the adequacy of internal controls that could significantly affect our financial statements. · Review any reports to management prepared by the internal auditing department, together with management’s response. Review with management and the registered public accountants significant financial reporting issues and judgments made in connection with the preparation of our financial statements. · Review with management and the registered public accountants our annual report on Form 10-K and our quarterly report on Form 10-Q prior to its filing or prior to the release of earnings. The chair of the Committee may represent the entire Committee for purposes of these reviews. · Review our major financial risk exposures and the steps management has taken to monitor and control such exposures. · Establish procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal accounting controls, or auditing matters; and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. · The Committee shall be directly responsible for the appointment, compensation, and oversight of the work of our registered public accounting firm. The Committee shall monitor the independence and effectiveness and approve the fees and other compensation to be paid to the registered public accountants. On an annual basis, the Committee should review and discuss with the accountants all significant relationships the accountants have with us to confirm the accountants’ independence. · Meet with the registered public accountants to review the scope, accuracy, completeness and overall quality of the annual financial statements. · Receive from the registered public accountants the information they are required to communicate to the Committee under generally accepted auditing standards, including, without limitation a formal written statement delineating all relationships between the registered public accountants and us, consistent with Independence Standards Board Standard No. 1, engage in a dialogue with the registered public accountants with respect to any disclosed relationships or services that may impact the objectivity and independence of the registered public accountants, and recommend that the Board take 56 appropriate action to enhance the independence of the registered public accountants, and reapprove all auditing services (which may entail providing comfort letters in connection with securities underwritings) and all non-audit services as provided for under Section 202 of Sarbanes-Oxley Act of 2002. · In consultation with the registered public accountants, review the integrity of our financial reporting processes, both internal and external. · Meet with management and the registered public accountants to review the planning and staffing of the audit. · Discuss with the registered public accountants the matters required to be discussed by Statement on Auditing Standards No. 61, as modified or amended, relating to the conduct of the audit. · Review with the registered public accountants any problems or difficulties the accountants may have encountered and any management letter provided by the accountants and our response to that letter. Such review should include any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to required information, and any changes required in the planned scope of the audit. · make regular reports to the Board of Directors. The Committee shall also prepare the report required by the rules of the Securities and Exchange Commission to be included our annual proxy statement. Compensation Committee . Our compensation committee consists of two independent directors. The members of the audit committee are William Bossung and Bill Croyle. The compensation committee responsibilities include: · Review the competitiveness of our executive compensation programs to ensure (a) the attraction and retention of executives, (b) the motivation of executives to achieve our business objectives, and (c) the alignment of the interests of key leadership with the long-term interests of our shareholders. Assist the Board in establishing CEO annual goals and objectives. · Review trends in executive compensation, oversee the development of new compensation plans, and, when necessary, approve the revision of existing plans. · Review and approve the compensation structure for executives. · Oversee an evaluation of the performance of our executive officers and approve the annual compensation, including salary, bonus, incentive and equity compensation, for the executive officers. Review and approve compensation packages for new executive officers and termination packages for executive officers. · Review and make recommendations concerning long-term incentive compensation plans, including the use of equity-based plans. · Periodically review the compensation paid to non-employee directors and make recommendations to the Board for any adjustments. No member of the Committee will act to fix his or her own compensation except for uniform compensation to directors for their services as a director. · Review periodic reports from management on matters relating to our compensation practices. · Produce an annual report of the Compensation Committee on executive compensation for our annual proxy statement in compliance with and to the extent required by applicable Securities and Exchange Commission rules and regulations and any relevant listing authority. · Obtain or perform an annual evaluation of the Committee’s performance and make applicable recommendations about, among other things, changes to the charter of the Committee. Nominating Committee . Our nominating committee consists of two independent directors. The 57 members of the nominating committee are William Bossung and Bill Croyle. The nominating committee responsibilities include screening and recommending to the full Board director candidates for nomination. The Nominating and Governance Committee will consider stockholder recommendations for candidates for the board of directors, although we do not currently have a process for security holders to send communications to the Board. During the fiscal years ended December 31, 2023 and 2022, the Board of Directors met as necessary. Involvement in Certain Legal Proceedings None of our officers or directors has, in the past ten years, filed bankruptcy, been convicted in a criminal proceeding or named in a pending criminal proceeding, been the subject of any order, judgment, or decree of any court permanently or temporarily enjoining him or her from any securities activities, or any other disclosable event required by Item 401(f) of Regulation S-K. On November 14, 2022, BergaMet NA, LLC, our subsidiary, received a warning letter from the FDA regarding claims we allegedly make about our Cholesterol Command product. Specifically, the warning letter related to claims on our website, Facebook page, and the webpage of a retailer claim that the products are intended for use in the cure, mitigation, treatment, or prevention of disease because they reduce cholesterol or are an anti-inflammatory. On December 1, 2022, we responded to the warning letter notifying the FDA that we had hired a third-party to review our advertising and revise portions of our website, Facebook page, and online product listings. This was the only warning letter we received from the FDA to date, and we are awaiting their response. Other than as set forth above, we are not a party to or otherwise involved in any legal proceedings. In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations. Code of Ethics We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. The full text of our code of business conduct and ethics will be posted on our corporate website and is filed as an exhibit to this registration statement. We intend to disclose future amendments to certain provisions of our code of business conduct and ethics, or waivers of these provisions, on our corporate website or in filings under the Exchange Act. 58 ITEM 11 - EXECUTIVE COMPENSATION Narrative Disclosure of Executive Compensation Pitts Independent Contractor Agreement On October 1, 2019, we entered into an Independent Contractor Agreement with Kevin “Duke” Pitts. Pursuant to this agreement, Mr. Pitts has agreed to serve as our President and Chief Executive Officer in exchange for $120,000 per year. The agreement had an expiration date of December 31, 2021, but has been extended indefinitely since then. Madden Consulting Agreement Effective June 1, 2022, we entered into a Consulting Agreement with Robert Madden. Pursuant to the agreement, Madden has agreed to serve as our Chief Financial Officer and Secretary in exchange for $42,000 per year. The agreement is effective for one year, and will automatically renew for successive one-year terms. Summary Compensation Table The following table sets forth information with respect to compensation earned by our President and our Secretary and Chief Financial Officer for the years ended December 31, 2023 and 2022. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation ($) All Other ($) Total ($) Kevin “Duke” Pitts 2023 120,000 -0- -0- -0- -0- -0- -0- 120,000 President 2022 110,000 -0- -0- -0- -0- -0- -0- 110,000 William Bossung (1) Secretary and CFO 2022 -0- -0- -0- -0- -0- -0- -0- -0- Robert Madden (1) 2023 62,500 -0- -0- -0- -0- -0- -0- 62,500 Secretary and CFO 2022 38,500 -0- -0- -0- -0- -0- -0- 38,500 (1) Mr. Bossung resigned as our Secretary and Chief Financial Officer effective June 2, 2022, and was replaced by Robert Madden. 59 Director Compensation For the years ended December 31, 2023 and 2022, none of the members of our Board of Directors received compensation for his service as a director. Outstanding Equity Awards at Fiscal Year-End On June 10, 2020, our Board of Directors approved the Grey Cloak Tech, Inc. 2020 Omnibus Stock Grant and Option Plan and set aside 208,334 shares of our common stock for issuance thereunder. Pursuant to the plan, officers, directors, key employees and certain consultants may be granted stock options (including incentive stock options and non-qualified stock options), restricted stock awards, unrestricted stock awards, or performance stock awards. As of December 31, 2021, we have awarded an aggregate of 162,500 options to twenty-five (25) individuals at an exercise price of $6.00 per share. On December 26, 2022, we canceled 101,250 of the options and, on that same date, we approved the Healthy Extracts Inc. 2022 Equity Incentive Plan and set aside 433,334 shares of our common stock for issuance thereunder. On December 26, 2022, we approved the grant of a total of 133,125 Restricted Stock Units on April 28, 2023 at $1.20 per share, and the grant of 300,000 Restricted Stock Awards upon our uplisting with a strike price of $0.00 to $1.20 to a total of sixteen (16) individuals. 60 ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth, as of March 18, 2024, certain information with respect to our equity securities owned of record or beneficially by (i) each of our Officers and Directors; (ii) each person who owns beneficially more than 10% of each class of our outstanding equity securities; and (iii) all Directors and Executive Officers as a group. Name and Address (1) Common Stock Beneficial Ownership Percentage of Common Stock Beneficial Ownership (2) Kevin “Duke” Pitts (3)(5) 218,584 6.93% William Bossung (3)(6) 53,452 1.81% Bill Croyle (3)(4)(7) 12,197 <1% Robert Madden (3)(8) 50,000 1.66% Jay Decker (9) 1,480,395 49.49% Shelton Decker (10) 209,447 7.06% Logan Decker (11) 219,031 7.36% All Officers and Directors as a Group (4 Persons) 334,234 10.16% (1) Unless otherwise indicated, the address of the shareholder is c/o Healthy Extracts Inc. (2) Unless otherwise indicated, based on 2,954,104 shares of common stock issued and outstanding. Shares of common stock subject to convertible preferred stock and options or warrants currently exercisable, or exercisable or convertible within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for purposes of computing the percentage of any other person. (3) Indicates one of our officers or directors. (4) Includes 5,531 shares of common stock held by BMJ Estate Matters, LLC, of which Mr. Croyle is the controlling party. (5) Includes 200,000 Restricted Stock Awards that have not vested. (6) Includes 208 Restricted Stock Units that have not vested. (7) Includes 2,500 Restricted Stock Units that have not vested. (8) Includes 50,000 Restricted Stock Awards that have not vested. (9) Includes warrants to acquire 37,500 shares of common stock at $6.00 per share. Jay Decker disclaims any ownership of securities held by his adult sons. 61 (10) Shelton Decker is the adult son of Jay Decker. Includes warrants to acquire 12,500 shares of common stock at $6.00 per share. (11) Logan Decker is the adult son of Jay Decker. Includes warrants to acquire 12,500 shares of common stock at $6.00 per share and 8,750 Restricted Stock Units that have vested and 834 Restricted Stock Units that have not vested. The issuer is not aware of any person who owns of record, or is known to own beneficially, five percent or more of the outstanding securities of any class of the issuer, other than as set forth above. There are no classes of stock other than common stock issued or outstanding. There are no current arrangements which will result in a change in control. 62 ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Pitts Independent Contractor Agreement On October 1, 2019, we entered into an Independent Contractor Agreement with Kevin “Duke” Pitts. Pursuant to this agreement, Mr. Pitts has agreed to serve as our President and Chief Executive Officer in exchange for $120,000 per year. The agreement had an expiration date of December 31, 2021, but has been extended indefinitely since then. Madden Consulting Agreement Effective June 1, 2022, we entered into a Consulting Agreement with Robert Madden. Pursuant to the agreement, Madden has agreed to serve as our Chief Financial Officer and Secretary in exchange for $42,000 per year. The agreement is effective for one year, and will automatically renew for successive one-year terms. Jay Decker Transactions We have entered into numerous transactions with Jay Decker, our majority shareholder, as follows: BergaMet Acquisition On February 4, 2019, we acquired BergaMet NA, LLC, a Delaware limited liability company (“BergaMet”). BergaMet is a wholly-owned subsidiary through which we conduct our nutraceuticals business. As a result of the acquisition, Jay Decker became our majority shareholder upon our issuance to him of 711,216 shares of our common stock. The shares of common stock issued in the acquisition were equal to approximately 80.1% of our outstanding common stock immediately following the closing. Ultimate Brain Nutrients, LLC Acquisition On April 3, 2020, we acquired Ultimate Brain Nutrients, LLC, a Delaware limited liability company (“UBN”). UBN is a wholly-owned subsidiary through which we conduct our plant-based neuro-products business. As a result of the acquisition, Jay Decker became a significantly larger shareholder upon our issuance to him of 374,234 shares of our common stock. The shares of common stock issued in the acquisition were equal to approximately 42.5% of our outstanding common stock immediately following the closing. Note Conversion Agreements and Advance Conversion Agreements Effective April 13, 2020, we entered into a total of eighteen (18) agreements (16 Note Conversion Agreements and 2 Advance Conversion Agreements) whereby an aggregate of $1,508,408 in outstanding principal and accrued interest was converted into an aggregate of 327,074 shares of our common stock. The conversion price was either $3.60 per share or $6.00 per share, depending on the individual agreement. The conversions included notes and advances held by our officers and directors and our largest shareholder, as follows: 63 Name Aggregate Principal and Interest Aggregate Shares Jay W. Decker $1,282,231 278,484 William Bossung $65,677 18,243 First Capital Properties LLC $16,180 4,494 Shelton S. Decker $33,717 6,518 Logan B. Decker $33,717 6,518 Kevin Pitts $51,255 8,543 Innovation Group Holdings, LLC $25,627 4,271 Note Conversion Agreements Effective September 2, 2020, we entered into five (5) Note Conversion Agreements whereby an aggregate of $1,791,383 in outstanding principal and accrued interest was converted into an aggregate of 298,564 shares of our common stock. The conversion price was $6.00 per share. The conversions included a note held by our largest shareholder, as follows: Name: No. of Shares Jay W. Decker 256,125 Genuine Partners 14,105 Dan Bishop 18,334 James Knox 8,334 Matthew Dee Grabau 1,667 Total 298,564 Securities Purchase Agreements Effective October 15, 2020, we entered into four (4) Securities Purchase Agreements whereby we sold and issued 49,167 shares of our common stock at $6.00 per share for aggregate consideration of $295,000. The purchasers included our officers and directors and our largest shareholder, as follows: Name Aggregate Principal and Interest Aggregate Shares Jay W. Decker $100,000 16,667 Shelton S. Decker $50,000 8,334 Logan B. Decker $50,000 8,334 Dr. Gerald Haase $95,000 15,834 Total $295,000 49,167 Securities Purchase Agreements On February 10, 2021, and effective December 29, 2020, we entered into Securities Purchase Agreements with Shelton Decker and Logan Decker for the purchase and sale of an aggregate of 16,667 shares of our common stock at $6.00 per share, as follows: Name: No. of Shares Logan Decker 8,334 Jay Decker 8,334 Total 16,667 64 Promissory Notes On February 10, 2021, we issued promissory notes to Jay Decker dated December 14, 2020 and December 21, 2020 in the principal amount of $100,000 and $70,000 respectively. On January 20, 2022, we issued a promissory note to Jay Decker in the principal amount of $185,000. In conjunction therewith and on the same date, we issued to Jay Decker warrants to purchase 16,667 shares of our common stock at an exercise price of $6.00 per share. On June 24, 2022, we entered into a Note Conversion Agreement with Jay Decker whereby Decker converted $17,000 in principal and $31.07 in interest on an outstanding convertible note into 2,838 shares of our common stock at a conversion price of $6.00 per share. Warrants On February 10, 2021, but effective December 21, 2020, we issued warrants to purchase an aggregate of 62,500 shares of our common stock, at an exercise price of $6.00 per share, as follows (the “ Warrants ”), for consulting services rendered: Name: No. of Warrants Jay Decker 37,500 Logan Decker 12,500 Shelton Decker 12,500 Total 62,500 On January 20, 2022, we issued a promissory note to Jay Decker in the principal amount of $185,000. In conjunction therewith and on the same date, we issued to Jay Decker warrants to purchase 16,667 shares of our common stock at an exercise price of $6.00 per share. Restricted Stock Units and Restricted Stock Awards On December 26, 2022, we approved the grant of a total of 133,125 Restricted Stock Units at $1.20 per share, and the grant of 300,000 Restricted Stock Awards upon our uplisting with a strike price of $0.00 to $1.20 to a total of sixteen (16) individuals. On April 28, 2023 the RSU’s were granted and issued. Bill Croyle received 6,667 of the RSU’s and William Bossung received 20,834 of the RSU’s. Kevin Pitts received 200,000 of the RSA’s and Robert Madden received 50,000 of the RSA’s. Director Independence For purposes of determining director independence, we have applied the definitions set out in NYSE Rule 303A.02. The OTCQB on which shares of common stock are quoted does not have any director independence requirements. The NYSE American definition of “Independent Director” means a person that has no material relationship with the company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). According to the NYSE American definition, Mr. Bossung and Mr. Croyle are independent directors. 65 ITEM 14 – PRINCIPAL ACCOUNTING FEES AND SERVICES BF Borgers CPA PC was our independent registered public accounting firm for the years ended December 31, 2023 and 2022. Audit and Non-Audit Fees The following table presents fees for professional services rendered by our independent registered public accounting firm for the audit of our annual financial statements for the years ended December 31, 2023 and 2022. Years Ended December 31, 2023 2022 Audit Fees (1) $ 120,500 $ 71,500 Audit Related Fees — — Tax Fees 2,505 — All Other Fees — — Total $ 123,005 $ 71,500 (1) Audit fees were principally for audit and review services. Of the fees described above for the years ended December 31, 2023 and 2022, all were approved by the entire Board of Directors. PART IV ITEM 15 – EXHIBIT AND FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements The following financial statements are filed as part of this report: Report of Independent Registered Public Accounting Firm F-1 Balance Sheets as of December 31, 2023 and 2022 F-2 Statement of Operations for the years ended December 31, 2023 and 2022 F-3 Statement of Stockholders’ Deficit for the years ended December 31, 2023 and 2022 F-4 Statement of Cash Flows for the years ended December 31, 2023 and 2022 F-5 Notes to Financial Statements F-6 to F-24 66 (a)(2) Financial Statement Schedules We do not have any financial statement schedules required to be supplied under this Item. (a)(3) Exhibits Refer to (b) below. (b) Exhibits Exhibit No. Description 3.1 (11) Articles of Incorporation of Grey Cloak Tech Inc. 3.2 (11) Certificate of Amendment of Articles of Incorporation 3.3 (1) Bylaws of Grey Cloak Tech Inc. 10.1 (11) Supply Agreement with H&AD S.r.L. dated January 1, 2019, as amended 10.2 (3) Share Exchange Agreement dated February 4, 2019 by and among Grey Cloak Tech Inc., BergaMet NA, LLC, and the Members of BergaMet 10.3 (4) Independent Contractor Agreement by and between the Company and Kevin “Duke” Pitts, dated October 1, 2019 10.4 (5) Share Exchange Agreement with Ultimate Brain Nutrients, LLC and its members 10.5 (6) Securities Purchase Agreement dated March 18, 2021 10.6 (6) Promissory Note dated March 18, 2021 10.7 (11) Licensing Agreement with Gelteq Ptd Ltd. 10.8 (12) Private Label Agreement with Whitney Johns, Inc. dated October 11, 2021 10.9 (11) Lease Agreement for warehouse and distribution facility dated January 20, 2022 10.10 (7) Common Stock Purchase Warrant dated February 10, 2022 10.11 (7) Promissory Note dated February 22, 2022 10.12 (8) Securities Purchase Agreement dated May 25, 2022 10.13 (8) Convertible Promissory Note dated May 25, 2022 10.14 (11) Consulting Agreement with Robert Madden 10.15 (9) Loan Agreement with Amazon Capital Services, Inc. entered into on October 7, 2022 10.16 (10) Acquisition Agreement with Hyperion, L.L.C. and Online Publishing & Marketing, LLC dated January 13, 2023 10.17 (10) Securities Purchase Agreement dated January 24, 2023 10.18 (10) 10% OID Promissory Note dated January 24, 2023 10.19 (10) Common Stock Purchase Warrant dated January 24, 2023 10.20 (13) First Amendment to 10% OID Promissory Note 67 10.21 (13) First Amendment to 10% OID Promissory Note 14.1 (11) Code of Ethics 23.1* Consent of BF Borgers CPA PC, independent registered public accounting firm 101.INS XBRL Instance Document 101.SCH XBRL Schema Document 101.CAL XBRL Calculation Linkbase Document 101.DEF XBRL Definition Linkbase Document 101.LAB XBRL Labels Linkbase Document 101.PRE XBRL Presentation Linkbase Document 107 (11) Filing Fee Table * Filed herewith (1) Incorporated by reference from our Registration Statement on Form S-1 dated and filed with the Commission on March 6, 2015. (2) Incorporated by reference from our Annual Report on Form 10-K dated and filed with the Commission on February 19, 2021. (3) Incorporated by reference from our Quarterly Report on Form 10-Q dated and filed with the Commission on May 28, 2020. (4) Incorporated by reference from our Regulation A Offering Statement on Form 1-A dated and filed with the Commission on May 7, 2021. (5) Incorporated by reference from our Current Report on Form 8-K filed with the Commission on April 8, 2020 (6) Incorporated by reference from our Current Report on Form 8-K filed with the Commission on March 19, 2021 (7) Incorporated by reference from our Current Report on Form 8-K filed with the Commission on March 2, 2022. (8) Incorporated by reference from our Current Report on Form 8-K filed with the Commission on June 7, 2022. (9) Incorporated by reference from our Quarterly Report on Form 10-Q dated and filed with the Commission on November 8, 2022. (10) Incorporated by reference from our Current Report on Form 8-K filed with the Commission on January 26, 2023. (11) Previously filed. 68 (12) Incorporated by reference from our Annual Report on Form 10-K filed with the Commission on March 31, 2023. (13) Incorporated by reference from our Current Report on Form 8-K filed with the Commission on November 8, 2023. ITEM 16 – 10-K SUMMARY The issuer has elected not to provide a 10-K Summary. 69 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Healthy Extracts Inc. Dated: April 1, 2024 /s/ Kevin “Duke” Pitts By: Kevin “Duke” Pitts Its: President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Dated: April 1, 2024 /s/ Kevin “Duke” Pitts By: Kevin “Duke” Pitts Its: President Dated: April 1, 2024 /s/ Robert Madden By: Robert Madden Its: Chief Financial Officer, Secretary, and Principal Accounting Officer 70