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Item 8. Financial Statements and Supplementary Data

2025-04-01 compared with 2024-04-01 · 165 added, 132 removed, 678 unchanged (30% of the section changed)

7 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the board of directors of Healthy Extracts Inc.

To all Board of Directors and Shareholders

Healthy Extracts Inc.

OPINION ON THE FINANCIAL STATEMENTS

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

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.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

(the “company”) as of December 31, 2024 and 2023, and the related consolidated statements of income, stockholders’ equity, and cash flows for the years then ended December 31, 2024 and 2023 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 Healthy Extracts Inc.

as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

BASIS FOR OPINION

These financial statements are the responsibility of the Company's management.

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.

These financial statements are the responsibility of the entity’s management.

Our responsibility is to express an opinion on these financial statements based on our audits.

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 entity in accordance with the U.S.

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

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

COMPANY’S ABILITY TO CONTINUE AS A GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the financial statements, the Company’s operating losses raise substantial doubt about its ability to continue as a going concern.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

CRITICAL AUDIT MATTERS

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/S/ BF Borgers CPA PC (PCOAB ID 5041 )

Bush & Associates CPA LLC

We have served as the Company's auditor since 2024.

April 1, 2024

Henderson, Nevada

March 31, 2025

PCAOB ID Number 6797

HEALTHY EXTRACTS INC.

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2023 AND 2022

AS OF DECEMBER 31, 2024 AND DECEMBER 31, 2023

CURRENT ASSETS

2 unchanged sentences

Offering costs

Prepaid acquisition costs

Right of use asset, net

15 unchanged sentences

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, 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

Preferred stock, $ 0.001 par value, 75,000,000 shares authorized, no shares issued and outstanding, respectively

Common stock, $ 0.001 par value, 50,000,000 shares authorized,

2,989,406 shares issued and outstanding as of December 31, 2024, and

2,954,104 shares issued and outstanding as of December 31, 2023, respectively

Additional paid-in capital

Treasury stock, at cost, 4,166 shares, respectively

Accumulated deficit

6 unchanged sentences

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDING DECEMBER 31, 2023 AND 2022

FOR THE YEAR ENDING

FOR THE TWELVE MONTHS ENDING DECEMBER 31, 2024 AND 2023

FOR THE TWELVE

MONTHS ENDING

COST OF REVENUE

2 unchanged sentences

OPERATING EXPENSES

Direct cost of revenue

General and administrative

Impairment of assets

Total operating expenses

2 unchanged sentences

Change in fair value on derivative

Gain on sale of asset

Total other income (expense)

9 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE YEAR ENDING DECEMBER 31, 2023 AND 2022

Balance - December 31, 2021

$ ( 14,943,620 )

Cancelation of common stock for debt

Issuance of common stock for cash

Issuance of common stock for services

Issuance of common stock - Note Conversion

Net (loss) for the period

FOR THE TWEVLE MONTHS ENDING DECEMBER 31, 2024 AND 2023

Balance - December 31, 2022

9 unchanged sentences

( 18,399,673 )

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

Issuance of common stock for services

Fractional shares adjustment from reverse split

Fair value of options and warrants issued

Purchase of treasury stock

Net (loss) for the period

Balance - December 31, 2024

( 19,240,344 )

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

HEALTHY EXTRACTS INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDING

FOR THE TWELVE MONTHS ENDING DECEMBER 31, 2024 AND 2023

FOR THE TWELVE

MONTHS ENDING

Cash Flows from Operating Activities:

5 unchanged sentences

Depreciation and amortization

Discount expensed from note payable and convertible notes

Warrants issued for services

11 unchanged sentences

Lease liability - long-term

Net Cash used in Operating Activities

Net Cash provided by/(used in) Operating Activities

Cash Flows from Investing Activities:

Purchase of fixed assets

Gain on sale of asset

Cash flows provided by/(used in) Investing Activities:

1 unchanged sentence

Proceeds from issuance of common stock

Payments for treasury stock

Proceeds from issuance of convertible debt,

5 unchanged sentences

Loan origination fees

Net Cash provided by Financing Activities

Net Cash provided by/(used in) Financing Activities

Increase (decrease) in cash

12 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.

On January 13, 2023, the Company entered into an Acquisition Agreement for the acquisition of Hyperion, L.L.C.

and Online Publishing & Marketing, LLC, both Virginia limited liabilities companies, by merging them into its newly-formed wholly-owned subsidiaries, Green Valley Natural Solutions, LLC (“Green Valley”) and Online Publishing & Marketing, LLC (“OPM”), both Nevada limited liability companies.

The Company did not complete the acquisitions, and on April 18, 2024, received a Notice of Termination of the Acquisition Agreement from both Hyperion, L.L.C.

and Online Publishing & Marketing, LLC.

Green Valley and OPM were subsequently revoked.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

4 unchanged sentences

The results of operations for the year ended December 31, 2024 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

2 unchanged sentences

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:

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

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.

7 unchanged sentences

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.

If we 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.

For purposes of clarity and ease of presentation, all dollar amounts in these financial statements have been rounded to the nearest whole number.

However, the underlying data used in the calculations is not rounded, and the totals presented may differ by a small amount due to rounding.

These differences are considered immaterial and do not affect the overall financial position or results of operations.

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.

19 unchanged sentences

( 1,611,257 )

( 1,914,891 )

Total inventory, net

76 unchanged sentences

Shipping costs paid by the customer are included in revenue.

Merchandise sales are fulfilled with inventory held in our warehouse in Henderson, NV.

Merchandise sales are fulfilled with inventory held in

our warehouse in Henderson, NV.

Therefore, the Company’s contracts have a single performance obligation (shipment of product).

5 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;

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

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

Fair Value Measurements

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

18 unchanged sentences

Derivative liability

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

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

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

71 unchanged sentences

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company has generated minimal revenues from operations.

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

The Company has generated revenues from operations which has stabilized its cash flow from be negative to neutral over the past year.

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

As a result, the Company incurred accumulated net losses from Inception (December 19, 2014) through the year ended December 31, 2024 of $ 19,240,344 .

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

In addition, the Company’s development activities since inception have been financially sustained through equity financing.

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

In addition, most of the Company’s development activities since inception have been financially sustained through equity financing but we are using all additional cash flow to help support the Company’s growth and research and development of new products.

Management plans to keep seeking funding through debt and equity financing which are intended to mitigate the conditions that have raise substantial doubt about the entity’s ability to continue as a going concern.

NOTE 4 – RELATED PARTY

For the 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

For the year ended December 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.

Unsecured debt A

3 unchanged sentences

January 1, 2024

Unsecured debt I

January 1, 2024

Unsecured debt L

November 14, 2024

November 13, 2027

Total notes payable

5 unchanged sentences

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

During the fourth quarter of 2024, the company made a payment of $200 towards part of this unsecured loan.

As of December 31, 2024, the outstanding principal balance of unsecured debt A totaled $666.

Unsecured debt H:

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

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

As of December 31, 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.

The net proceeds from this line of credit were $82,000.

The loan is unsecured and is due for repayment on June 30, 2025.

Interest will accrue at an interest rate of 15% 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, 2024, the outstanding principal balance of unsecured debt I totaled $177,500.

Unsecured debt L:

On November 14, 2024, the Company received an unsecured loan in the principal of $220,000 with a loan origination fee in the amount of $22,000, which will be amortized over the life of the loan as interest expense.

The net proceeds from this loan were $220,000.

The loan is unsecured and the initial payment of $8,667 is due on January 24, 2025.

There will be two months of no payments but interest will start accruing.

Once the payments are started there will be a total of 34 monthly payments due on the 24 th day of each following month, ending October 24, 2027.

As of December 31, 2024, the outstanding principal balance of unsecured debt L totaled $221,222.

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

3 unchanged sentences

For the next 24 months of the lease, the average monthly base rent will be approximately $ 5,708 .

As part of the agreement the Company will be responsible to share any

property operating expenses estimated as $1,017 per month.

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.

18 unchanged sentences

Present value of lease liabilities

NOTE 6 – NOTES PAYABL E

NOTE 6 – NOTES PAYABLE

As of December 31, 2024, the Company had the following:

Issuance Date

Maturity Date

Interest Rate

Original Principal Amount

Balance at December 31, 2023

Balance at December 31, 2022

Unsecured debt B

13 unchanged sentences

December 18, 2024

Unsecured debt J

March 18, 2024

Secured debt K

April 15, 2024

October 15, 2025

Total notes payable

24 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 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.

During 2024, the Company made a total in principal payments of $46,718 towards the unsecured debt D.

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

10 unchanged sentences

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.

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

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

Secured debt G:

3 unchanged sentences

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

A total of $2,144 of the interest has been expensed in 2024.

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

1 unchanged sentence

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.

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

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

Unsecured debt J:

On March 18, 2024, the Company received an unsecured loan in the principal of $247,300.

The loan is unsecured and the initial payment of $19,365 will be due on April 25, 2024.

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.

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 $4,992 in interest and will accrue an additional $8,111 of interest over the life of the loan.

During 2024, the Company has made principal payments totaling $247,300 towards the unsecured debt J.

As of December 31, 2024, the principal balance of unsecured debt J was paid off.

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 $1,109 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 $34,002 towards the secured debt E.

As of December 31, 2024 the principal balance of secured debt E total $2,427.

NOTE 7 – CONVERTIBLE DEBT

As of December 31, 2024, 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

68 unchanged sentences

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

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 $103,666 including debt discount.

The outstanding balance on convertible promissory note #4 as of December 31, 2024 was $324,111.

19 unchanged sentences

Upon Issuance 2023

$ 0.043 - 0.066

Exercise Price

1 unchanged sentence

$ 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

7 unchanged sentences

(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 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);

1 unchanged sentence

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:

During the year ended December 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 year ended December 31, 2024 resulted in a loss of $ 471,270 .

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

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

1 unchanged sentence

Issued during the year ended December 31, 2023

Derivative liabilities debt premium

Derivative liabilities debt discount

Change in fair value recognized in operations

7 unchanged sentences

NOTE 9 – INCOME TAXES

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

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

Federal statutory rate due to the following:

December 2023

December 2022

Federal statutory income tax rate

1 unchanged sentence

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

December 2023

December 2022

Long-term deferred tax assets:

13 unchanged sentences

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

Due to the reverse stock split we added 9,802 common stock shares from the fractional shares issued by the DTC.

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 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.

There were no shares issued during the first quarter 2024.

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 September 30, 2024, the Company repurchased the 4,166 shares which were issued in the 2 nd quarter of 2024.

These shares are classified as treasury stock with a value of $5,400.

During the quarter ending December 31, 2024, there were no shares issued.

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.

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.

On May 19, 2022, the Company issued 4,400,000 shares of common stock for broker and consulting fees.

On April 22 and 25, 2022, the Company issued 2,000,000 shares of common stock for broker and funding fees.

On February 4, 2022, the Company issued 507,917 shares of common stock in a direct security purchase agreement.

On January 10, 2022, the Company cancelled 200,267 shares of common stock.

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

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

Outstanding at December 31, 2023

3 unchanged sentences

At December 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.

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

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

Share Conversion Agreements

6 unchanged sentences

Omnibus Stock Grant and Option Plan

On December 31, 2021, the Company approved stock option agreements in the amount of 7,500,000 shares with a strike price of $0.05 to twenty-one individuals.

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

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

3 unchanged sentences

Exercisable at December 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.

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

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

At December 31, 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 year ended December 31, 2024 is presented below:

Non-vested at December 31, 2023

Non-vested at December 31, 2024

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.

As of December 31, 2024, the amount of unvested compensation related to issuances of restricted stock units’ fair value was $ 77,230 .

At December 31, 2024, the intrinsic value of these restricted stock unit was $77,230 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:

Year Ending December 31,

Risk-free interest rate

10 unchanged sentences

( 1,201,798 )

( 2,197,401 )

Identifiable Assets

3 unchanged sentences

HEALTH SUPPLEMENTS

Less Selling Fees

Cost of Revenue

1 unchanged sentence

Gain (Loss) Before Income Tax

( 2,472,931 )

( 2,197,401 )

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 year ending 2023 and 2022.

Our largest customers, Natural Grocers and Emerson Ecologics, LLC, account for less than 1% of our total sales in the year ending December 31, 2024 and 2023.

NOTE 12 – SUBSEQUENT EVENTS

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, 2024 financial statements for subsequent events through March 31, 2025, the date the financial statements were available to be issued.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There are no events required to be disclosed under this Item.

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.

BF Borgers’ audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2023 and December 31, 2022 (the “Audit Period”) did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles.

The reports of BF Borgers did include an explanatory paragraph as to our ability to continue as a going concern.

During the Audit Period, and through May 8, 2024, there were no disagreements with BF Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the former accountants, would have caused it to make reference to the subject matter of the disagreements in connection with its report, and there were no reportable events as described in Item 304(a)(1)(iv) of Regulation S-K.

During the Audit Period, and through May 8, 2024, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Securities and Exchange Commission (the “SEC”) has advised that, in lieu of obtaining a letter from BF Borgers stating whether or not it agrees with the statements herein, we may indicate that BF Borgers is not currently permitted to appear or practice before the SEC for reasons described in the SEC’s Order Instituting Public Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Sections 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order, dated May 3, 2024.

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