What changed in this filing

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Item 1. Financial Statements

2024-08-14 compared with 2024-05-20 · 129 added, 106 removed, 666 unchanged (26% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2024 AND DECEMBER 31, 2023

AS OF JUNE 30, 2024 AND DECEMBER 31, 2023

CURRENT ASSETS

20 unchanged sentences

Preferred stock, $ 0.001 par value, 75,000,000 shares authorized, none and none shares issued and outstanding, respectively

Common stock, $ 0.001 par value, 50,000,000 shares authorized, 2,963,906 shares issued and outstanding as of March 31, 2024, and 2,954,104 shares issued and outstanding as of December 31, 2023, respectively

Common stock, $ 0.001 par value, 50,000,000 shares authorized, 2,993,572 shares issued and outstanding as of June 30, 2024, and 2,954,104 shares issued and outstanding as of December 31, 2023, respectively

Additional paid-in capital

7 unchanged sentences

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE MONTH ENDING MARCH 31, 2024 AND 2023

FOR THE MONTHS ENDING

FOR THE SIX MONTHS ENDING JUNE 30, 2024 AND 2023

FOR THE 3 MONTH ENDING

FOR THE SIX MONTHS ENDING

COST OF REVENUE

9 unchanged sentences

Net income/(loss) before income tax provision

( 1,267,235 )

( 1,846,392 )

NET INCOME/(LOSS)

1 unchanged sentence

$ ( 747,758 )

$ ( 1,846,392 )

Income/(Loss) per share - basic and diluted

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE MONTHS ENDING MARCH 31, 2024 AND 2023

FOR THE SIX MONTHS ENDING JUNE 30, 2024 AND 2023

Issuance of common stock for services

3 unchanged sentences

Net (loss) for the period

Balance - March 31, 2023

( 1,846,392 )

Balance - June 30, 2023

( 17,773,134 )

Issuance of common stock for services

3 unchanged sentences

Net (loss) for the period

Balance - March 31, 2024

Balance - June 30, 2024

( 19,147,431 )

2 unchanged sentences

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE MONTH ENDING

FOR THE SIX MONTH ENDING

Cash Flows from Operating Activities:

12 unchanged sentences

Right of use asset, net

Note receivable

Accounts payable

13 unchanged sentences

Payments for repayment of convertible debt

Proceeds from issuance of notes payable

Proceeds from issuance of noted payable

Payments for repayment of notes payable

Proceeds from issuance of notes payable - related party

Payments for repayment of notes payable - related party

Proceeds from issuance of noted payable - related party

Payments for repayment of noted payable - related party

Loan origination fees

6 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024 and 2023

June 30, 2024 and 2023

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

13 unchanged sentences

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

In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2024 and the results of operations and cash flows for the periods presented.

The results of operations for the months ended March 31, 2024 are not necessarily indicative of the operating results for the full fiscal year or any future period.

In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2024 and the results of operations and cash flows for the periods presented.

The results of operations for the three months ended June 30, 2024 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, 2023 filed with the SEC on April 1, 2024.

11 unchanged sentences

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.

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.

13 unchanged sentences

An allowance for inventory was established in 2018 and is evaluated each quarter to determine if all items are still sellable due to the factors listed above.

As of March 31, 2024 and December 31, 2023, the total of inventory allowance was $ 1,519,532 and $ 1,611,257 .

The following are the classes held in inventory as of March 31, 2024 and December 31, 2023:

As of June 30, 2024 and December 31, 2023, the total of inventory allowance was $ 1,348,328 and $ 1,611,257 .

The following are the classes held in inventory as of June 30, 2024 and December 31, 2023:

Inventory Classes:

15 unchanged sentences

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

As of March 31, 2024, the Company believes that based upon qualitative factors, no impairment of indefinite-lived intangible assets is necessary.

As of June 30, 2024, the Company believes that based upon qualitative factors, no impairment of indefinite-lived intangible assets is necessary.

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

4 unchanged sentences

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

No goodwill impairment indicators were present, for the goodwill listed on the books as of March 31, 2024, after working through our analysis of goodwill during the months ended March 31, 2024.

No goodwill impairment indicators were present, for the goodwill listed on the books as of June 30, 2024, after working through our analysis of goodwill during the three months ended June 30, 2024.

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.

14 unchanged sentences

The sum of these values reasonably approximates this approach.

The Company’s revenue streams align directly with the intangibles, which were recorded as a result of the BergaMet acquisition in fiscal 2019.

For purposes of the Step 2 recoverability test under ASC 360 subsection 2.3., the net revenues from BergaMet customers base were used.

The Company’s revenue streams align directly with the intangibles, which were recorded as a result of the BergaMet NA, LLC acquisition in fiscal 2019.

For purposes of the Step 2 recoverability test under ASC 360 subsection 2.3., the net revenues from BergaMet NA, LLC customers base were used.

The revenue stream fairly reflects anticipated future cash flows;

9 unchanged sentences

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.

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.

37 unchanged sentences

identification of the contract with a customer;

identification off the performance obligations in the contract;

identification of the performance obligations in the contract;

determination of the transaction price;

3 unchanged sentences

Concentration

There is no concentration of revenue for the year ended December 31, 2023 and for the months ended March 31, 2024 because the revenue was earned from multiple customers.

There is no concentration of revenue for the year ended December 31, 2023 and for the three and six months ended June 30, 2024 because the revenue was earned from multiple customers.

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

7 unchanged sentences

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

At March 31, 2024 and December 31, 2023, there were no uncertain tax positions that required accrual.

At June 30, 2024 and December 31, 2023, there were no uncertain tax positions that required accrual.

Fair Value Measurements

10 unchanged sentences

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

The fair value of these instruments as of March 31, 2024 and December 31, 2023 was as follows:

The fair value of these instruments as of June 30, 2024 and December 31, 2023 was as follows:

Fair Value at December 31, 2022

2 unchanged sentences

Derivative liability

Fair Value at March 31, 2024

March 31, 2024

Fair Value at June 30, 2024

June 30, 2024

Derivative liability

1 unchanged sentence

Derivative liability

The details of derivative liability transactions for the months ended March 31, 2024 and the year ended December 31, 2023 are as follows:

The details of derivative liability transactions for the six months ended June 30, 2024 and the year ended December 31, 2023 are as follows:

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

5 unchanged sentences

Balance, December 31, 2023

Issued during the months ended March 31, 2024

Issued during the six months ended June 30, 2024

Derivative liabilities debt discount

Change in fair value recognized in operations

Converted during the months ended March 31, 2024

Balance, March 31, 2024

The Company did not transfer any assets or liabilities measured at fair value on a recurring basis between levels during the months ending March 31, 2024 and the year ended December 31, 2023.

Converted during the six months ended June 30, 2024

Balance, June 30, 2024

The Company did not transfer any assets or liabilities measured at fair value on a recurring basis between levels during the months ending June 30, 2024 and the year ended December 31, 2023.

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

44 unchanged sentences

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.

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.

13 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 months ended March 31, 2024 of $ 19,260,931 .

As a result, the Company incurred accumulated net losses from Inception (December 19, 2014) through the three months ended June 30, 2024 of $ 19,149,075 .

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 March 31, 2024 and the year ended December 31, 2023, the Company had expenses totaling $ 0 and $ 0 respectively, to an officer and director for salaries, which is included in general and administrative expenses on the accompanying consolidated statement of operations.

For the three months ended June 30, 2024 and the year ended December 31, 2023, the Company had expenses totaling $ 0 and $ 0 respectively, to an officer and director for salaries, which is included in general and administrative expenses on the accompanying consolidated statement of operations.

Issuance Date

2 unchanged sentences

Original Principal Amount

Balance at March 31, 2024

Balance at June 30, 2024

Balance at December 31, 2023

20 unchanged sentences

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.

On January 1, 2024, both parties agreed to convert this note and move it over to Unsecured debt I.

As of March 31, 2024, the outstanding principal balance of unsecured debt H totaled $0.

On January 1, 2024, both parties agreed to convert this note and move it over to

Unsecured debt I.

As of June 30, 2024, the outstanding principal balance of unsecured debt H totaled $0.

Unsecured debt I:

On January 1, 2024, the Company agreed and signed a new unsecured line of credit in the principal of up to $180,000.

3 unchanged sentences

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 March 31, 2024, the outstanding principal balance of unsecured debt I totaled $177,500.

As of June 30, 2024, the outstanding principal balance of unsecured debt I totaled $177,500.

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

7 unchanged sentences

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

March 31, 2024

Three Months Ended

June 30, 2024

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

1 unchanged sentence

Average discount rate – operating leases

March 31, 2024

June 30, 2024

Operating leases

11 unchanged sentences

NOTE 6 – NOTES PAYABLE

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

As of June 30, 2024, the Company had the following:

Issuance Date

2 unchanged sentences

Original Principal Amount

Balance at March 31, 2024

Balance at June 30, 2024

Balance at December 31, 2023

16 unchanged sentences

March 18, 2024

Secured debt K

April 15, 2024

October 15, 2025

Total notes payable

11 unchanged sentences

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

As of March 31, 2024, the principal balance of the note was paid off.

As of June 30, 2024, the principal balance of the note was paid off.

Secured debt C:

4 unchanged sentences

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

As of March 31, 2024 the principal balance of secured debt C was paid off.

As of June 30, 2024 the principal balance of secured debt C was paid off.

Unsecured debt D:

3 unchanged sentences

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

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

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

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

2 unchanged sentences

On March 18, 2024, the Company agreed with the borrower to close this unsecured debt D and roll over the outstanding principal in to unsecured debt J.

As of March 31, 2024, the outstanding principal balance of unsecured debt D totaled $0.

As of June 30, 2024, the outstanding principal balance of unsecured debt D totaled $0.

Secured debt E:

3 unchanged sentences

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

As of March 31, 2024 the principal balance of secured debt E was paid off.

As of June 30, 2024 the principal balance of secured debt E was paid off.

Secured debt F:

4 unchanged sentences

During 2024, the Company has made principal payments totaling $110,399 towards the secured debt F.

As of March 31, 2024 the principal balance of secured debt E was paid off.

As of June 30, 2024 the principal balance of secured debt E was paid off.

Secured debt G:

8 unchanged sentences

During 2024, the Company has made principal payments totaling $92,526 towards the secured debt E.

As of December 31, 2023 the principal balance of secured debt E was $64,068.

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

Unsecured debt J:

2 unchanged sentences

There will be fourteen monthly payments due on the 25 th day of each following month, beginning on April 25, 2024 through May 25, 2025.

will accrue at an interest rate of 15% per annum on any unpaid principal amount.

Interest will accrue at an interest rate of 15% per annum on any unpaid principal amount.

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

The Company has accrued $1,289 in interest and will accrue an additional $8,111 of interest over the life of the loan.

As of March 31, 2024, the outstanding principal balance of unsecured debt J totaled $237,900.

During 2024, the Company has made principal payments totaling $49,434 towards the unsecured debt J.

As of June 30, 2024, the outstanding principal balance of unsecured debt J totaled $191,003.

Secured debt K:

On April 15, 2024, the Company agreed to a secured loan by any rights, title or interest in their account.

The principal loan amount was $33,000 and will have a loan term of eighteen months.

The note has a cost of funds equal to 11% of the loan amount or $3,630 and will be due upon acceptance of the loan amount.

A total of $504 of the interest has been expensed in 2024.

Payment will be made daily at a repayment rate of 6% of daily sales and will be due October 15, 2024 and will continue until full amount owed is paid.

During 2024, the Company has made principal payments totaling $10,083 towards the secured debt E.

As of June 30, 2023 the principal balance of secured debt E total $23,421.

NOTE 7 – CONVERTIBLE DEBT

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

As of June 30, 2024, the Company had the following convertible debt outstanding:

Issuance Date

2 unchanged sentences

Original Principal Amount

Balance at March 31, 2024

Balance at June 30, 2024

Balance at December 31, 2023

16 unchanged sentences

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

The outstanding balance on convertible promissory note #1 as of March 31, 2024 was $6,750.

The fair value of the derivative as of March 31, 2024 was determined to be $42,222 using the Black-Scholes option pricing model based on the following assumptions:

The outstanding balance on convertible promissory note #1 as of June 30, 2024 was $6,750.

The fair value of the derivative as of June 30, 2024 was determined to be $36,866 using the Black-Scholes option pricing model based on the following assumptions:

common share price of $2.47 per share;

15 unchanged sentences

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

As of March 31, 2024, the principal balance of the note was paid off the principal balance of the note was paid off.

As of June 30, 2024, the principal balance of the note was paid off the principal balance of the note was paid off.

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

11 unchanged sentences

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

The outstanding balance on convertible promissory note #3 as of December 31, 2023 was $200,000.

The outstanding balance on convertible promissory note #3 as of June 30, 2024 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.

17 unchanged sentences

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 March 31, 2024 was $421,295.

As of April 23, 2024, the Company signed a promissory note for the total outstanding balance.

The note will bear interest at a rate of 10% and will have twenty-six payments in total.

The payments will be $16,301.68 per month and will increase on June 24, 2025 to a payment of $23,901.68.

The total of principal paid during 2024 is $33,275.92.

The outstanding balance on convertible promissory note #4 as of June 30, 2024 was $394,501.

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.

14 unchanged sentences

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

March 31, 2024

Upon Issuance

December 31, 2023

Upon Issuance

17 unchanged sentences

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.

During the months ended March 31, 2024, the following transactions were recorded in the account “change in fair value on derivative”:

(i) the change in the fair value of these derivative liabilities for the months ended March 31, 2024 resulted in a loss of $ 756,629 .

The details of derivative liability transactions for the period ended March 31, 202 and December 31, 2023 are as follows:

During the three months ended June 30, 2024, the following transactions were recorded in the account “change in fair value on derivative”:

(i) the change in the fair value of these derivative liabilities for the three months ended June 30, 2024 resulted in a loss of $ 582,472 .

The details of derivative liability transactions for the period ended June 30, 202 and December 31, 2023 are as follows:

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

5 unchanged sentences

Balance, December 31, 2023

Issued during the months ended March 31, 2024

Issued during the six months ended June 30, 2024

Derivative liabilities debt discount

Change in fair value recognized in operations

Converted during the months ended March 31, 2024

Balance, March 31, 2024

Converted during the six months ended June 30, 2024

Balance, June 30, 2024

NOTE 9 – INCOME TAXES

The effective income tax rate for the months ended March 31, 2024 and 2023 differs from the U.S.

The effective income tax rate for the three months ended June 30, 2024 and 2023 differs from the U.S.

Federal statutory rate due to the following:

2 unchanged sentences

Change in valuation allowance

The components of the deferred tax assets and liabilities at March 31, 2024 and 2023 are as follows:

The components of the deferred tax assets and liabilities at June 30, 2024 and 2023 are as follows:

Long-term deferred tax assets:

17 unchanged sentences

The Amended Certificate also changes the conversion and voting rights of the Series A Preferred Stock.

The Series A Preferred Stock is now convertible into the number of shares of our common stock equal to 0.00006% of our outstanding common stock upon conversion.

The Series A Preferred Stock is now

convertible into the number of shares of our common stock equal to 0.00006% of our outstanding common stock upon conversion.

The voting rights of the Series A Preferred Stock are now equal to the number of shares of common stock into which the Series A Preferred Stock may convert.

As of March 31, 2024, there are no outstanding shares of preferred stock.

As of June 30, 2024, there are no outstanding shares of preferred stock.

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

1 unchanged sentence

There were no shares issued during the first quarter 2024.

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.

During the three months ended June 30, 2024, the Company issued 29,666 shares of common stock for services.

4,166 shares were issued at $6.00 per share while 25,500 shares were issued at $2.20 per share.

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

These shares were issued at a per share price of $0.05.

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

During the three 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.

1 unchanged sentence

Warrant Issuances

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.

During the three months 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.

As of March 31, 2024, there were 132,680 warrants outstanding, of which 132,680 warrants are fully vested.

As of June 30, 2024, there were 132,680 warrants outstanding, of which 132,680 warrants are fully vested.

Outstanding at December 31, 2023

Outstanding at March 31, 2024

Vested and expected to vest at March 31, 2024

Exercisable at March 31, 2024

At March 31, 2024, the intrinsic value of these stock warrants was $0 as the exercise price of these stock warrants were greater than the market price.

Stock Issued for Services

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

Outstanding at June 30, 2024

Vested and expected to vest at June 30, 2024

Exercisable at June 30, 2024

At June 30, 2024, the intrinsic value of these stock warrants was $0 as the exercise price of these stock warrants were greater than the market price.

Share Conversion Agreements

6 unchanged sentences

Omnibus Stock Grant and Option Plan

The following summary of options activity for the months ended March 31, 2024 is presented below:

The following summary of options activity for the six months ended June 30, 2024 is presented below:

Outstanding at December 31, 2023

Outstanding at March 31, 2024

Vested and expected to vest at March 31, 2024

Exercisable at March 31, 2024

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.

The following summary of restricted stock units’ activity for the months ended March 31, 2024 is presented below:

Outstanding at June 30, 2024

Vested and expected to vest at June 30, 2024

Exercisable at June 30, 2024

At June 30, 2024, the intrinsic value of these stock options was $0 as the exercise price of these stock options were greater than the market price.

The following summary of restricted stock units’ activity for the six months ended June 30, 2024 is presented below:

Non-vested at December 31, 2023

Non-vested at March 31, 2024

Non-vested at June 30, 2024

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.

As of March 31, 2024, the amount of unvested compensation related to issuances of restricted stock units’ fair value was $ 60,727 .

As of June 30, 2024, the amount of unvested compensation related to issuances of restricted stock units’ fair value was $ 60,727 .

At June 30, 2024,

the intrinsic value of these restricted stock unit was $76,646 as the exercise price of these RSU’s were less than the market price.

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:

Months and Years Ending

March 31, 2023

June 30, 2024

December 31, 2023

4 unchanged sentences

NOTE 11 – BUSINESS SEGMENT INFORMATION

As of March 31, 2024, the Company operated in two reportable segments (Corporate and Health Supplements) supported by a corporate group which conducts activities that are non-segment specific.

The following table presents selected financial information about the Company’s reportable segments for the months ended March 31, 2024.

As of June 30, 2024, the Company operated in two reportable segments (Corporate and Health Supplements) supported by a corporate group which conducts activities that are non-segment specific.

The following table presents selected financial information about the Company’s reportable segments for the quarter ended June 30, 2024.

HEALTH SUPPLEMENTS

BergaMet NA, LLC

Cost of Revenue

3 unchanged sentences

Depreciation and Amortization

As of March 31, 2023, the Company operated in two reportable segments (Corporate and Health Supplements) supported by a corporate group which conducts activities that are non-segment specific.

The following table presents selected financial information about the Company’s reportable segments for the year ended March 31, 2023.

As of June 30, 2023, the Company operated in two reportable segments (Corporate and Health Supplements) supported by a corporate group which conducts activities that are non-segment specific.

The following table presents selected financial information about the Company’s reportable segments for the quarter ended June 30, 2023.

HEALTH SUPPLEMENTS

BergaMet NA, LLC

Cost of Revenue

1 unchanged sentence

Gain (Loss) Before Income Tax

( 1,846,392 )

( 1,475,843 )

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 months ending March 31, 2024 and 2023.

Our largest customers, Natural Grocers and Emerson Ecologics, LLC, account for less than 1% of our total sales in the months ending June 30, 2024 and 2023.

NOTE 12 – SUBSEQUENT EVENTS

The Company has paid off the unsecured debt G in early April 2024.

The Company issued 25,500 shares of common stock for services rendered at a price of $2.20 on April 11, 2024.

Effective May 8, 2024, we dismissed BF Borgers CPA PC (“BF Borgers”) as our independent registered public accounting firm.

Also on May 8, 2024, we engaged Bush & Associates CPA LLC (“Bush”) as BF Borgers’ replacement.

The decision to change independent registered public accounting firms was made with the recommendation and approval of our Audit Committee.

The Company evaluated its March 31, 2024 financial statements for subsequent events through May 10, 2024, the date the financial statements were available to be issued.

The Company evaluated its June 30, 2024 financial statements for subsequent events through August 6, 2024, the date the financial statements were available to be issued.

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

What changed 10-Q

Item 1. Financial Statements