Item 7. Management’s Discussion and Analysis
ITEM 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.
Although the forward-looking statements in this Annual Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
The following discussion and analysis of financial condition and results of operations of the Company is based upon, and should be read in conjunction with, its audited financial statements and related notes elsewhere in this Form 10-K, which have been prepared in accordance with accounting principles generally accepted in the United States.
Overview
Over the last year, we have focused on increasing revenue, maintaining our margins, and generating positive cash flow from our existing operations. In part, we have been successful in meeting these objectives and our business has remained relatively unchanged.
We are a platform for acquiring, developing, patenting, marketing, and distributing plant-based nutraceuticals. Our proprietary and patented products target select high-growth categories within the multibillion-dollar nutraceuticals market, such as heart, brain and immune health. Our products have not been evaluated by the FDA or any similar regulatory body for safety and efficacy. Our mission is to acquire or create products with health and performance benefits that have mass consumer appeal.
Guided by this mission, our first two acquisitions formed our current operating subsidiaries, BergaMet NA, LLC, which offers nutraceutical heart and immune health products, and UBN, which offers nutraceutical products for brain health. Based on published research from third-party sources, we believe our BergaMet NA, LLC products have been shown to support heart health, support immune response, and address metabolic syndrome.
Our Financial Condition and Going Concern Issues
Our net loss from inception to December 31, 2024 was $19,240,344, and we had limited cash resources at December 31, 2024 of $112,020. Our financial statements have been prepared on a going
43
concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Our auditor’s report reflects that our ability to continue as a going concern is dependent upon our ability to raise additional capital from the sale of common stock or other means and, ultimately, the achievement of significant operating revenues. If we are unable to continue as a going concern, our business will fail and stockholders will lose their investment in our company. No assurance can be given that such financing will be available or, if available, that it will be on commercially favorable terms. Moreover, financing will likely be dilutive to our stockholders.
Results of Operations for the Years Ended December 31, 2024 and 2023
Introduction
We had revenues of $3,113,279 for the year ended December 31, 2024, compared to $2,485,866 for the year ended December 31, 2023. Our cost of revenue for the year ended December 31, 2024 was $1,201,959, compared to $864,055 for the year ended December 31, 2023.
Our operating expenses were $2,094,469 for the year ended December 31, 2024, compared to $3,865,654 for the year ended December 31, 2023. Our operating expenses consisted entirely of general and administrative expenses.
Our net income (loss) was $(840,671) for the year ended December 31, 2024, compared to $(2,472,931) for the year ended December 31, 2023.
Revenues and Net Operating Loss
Our revenue, cost of revenue, gross profit, operating expenses, other income (expense), and net loss for the years ended December 31, 2024 and 2023 were as follows:
Year Ended
Year Ended
December 31,
December 31,
2024
2023
Revenue
$
3,113,279
$
2,485,866
Cost of Revenue
1,201,959
864,055
Gross Profit
1,911,320
1,621,810
Operating expenses:
General and administrative
2,094,469
3,865,654
Total operating expenses
2,094,469
3,865,654
Other income (expense)
Interest expenses, net of interest income
(186,252)
(176,948)
Change in fair value on derivative
(471,270)
(52,140)
Total other income (expense)
(657,522)
(229,088)
Net income (loss)
$
(840,671)
$
(2,472,931)
44
Revenues
We had revenues of $3,113,279 for the year ended December 31, 2024, compared to $2,485,866 for the year ended December 31, 2023, an increase of $627,413, or 25%. We expect revenue growth to increase as our direct consumer sales and marketing efforts continue to perform.
Cost of Revenue
Our cost of revenue for the year ended December 31, 2024 was $1,201,959, compared to $864,055 for the year ended December 31, 2023, an increase of $337,903, or 39%. Gross profit for the year ended December 31, 2024 was $1,911,320, compared to $1,621,810 for the year ended December 31, 2023, an increase of $289,510, or 54%.
Cost of revenue as a percentage of revenues was 39% for the year ended December 31, 2024, compared to 35% for the year ended December 31, 2023.
General and Administrative
Our general and administrative expenses were $2,094,469 for the year ended December 31, 2024, compared to $3,865,654 for the year ended December 31, 2023, a decrease of $1,771,185, or 34%. In the year ended December 31, 2024, general and administrative expenses consisted mainly of advertising of $697,533, consulting fees of $405,050, stock-based compensation $241,858, salaries and wages of $191,200 and accounting and legal fees of $261,076. In the year ended December 31, 2023, general and administrative expenses consisted mainly of stock-based compensation of $1,494,191, consulting fees of $592,093, accounting and legal fees of $258,187 and salaries and wages of $198,554. For the year ended December 31, 2024, the decrease was due in part to catch up in stock-based compensation expense recognition .
Other Income (Expense)
Other income (expense) was $(657,522) for the year ended December 31, 2024, compared to $(229,088) for the year ended December 31, 2023, an increase of $428,434, or 340%. In the year ended December 31, 2024, other income (expense) consisted of interest expense, net of interest income of ($186,252) and change in fair value on derivative of $(471,270). In the year ended December 31, 2023, other income (expense) consisted of interest expense, net of interest income of ($176,948) and change in fair value on derivative of $(52,140). Change in fair value of derivative was related to the conversion of convertible debts into shares of common stock.
Net Income (Loss)
Net income (loss) was $(840,671), or $(0.28) per share, for the year ended December 31, 2024, compared to $(2,472,931), or $(0.85) per share, for the year ended December 31, 2023.
Our net income (loss) varies from period to period primarily because of the change in fair value on derivative and our increase in general and administrative expenses.
45
Liquidity and Capital Resources
Introduction
During the year ended December 31, 2024, we had positive operating cash flows. Our cash on hand as of December 31, 2024 was $112,020. While we had positive net cash from operations for the year ended December 31, 2024, our monthly cash flow burn rate for the year ended December 31, 2023 was $35,000. We have both short- and medium-term cash needs. We anticipate that these needs will be satisfied through increased revenues and the issuance of debt or the sale of our securities until such time as our cash flows from operations will consistently satisfy our cash flow needs.
Our cash, current assets, total assets, and current and total liabilities as of December 31, 2024 and 2023 were as follows:
December 31,
December 31,
Increase/
2024
2023
(Decrease)
Cash
$
112,020
$
19,441
$
92,579
Total Current Assets
1,642,498
1,899,678
(257,180)
Total Assets
2,377,973
2,635,014
(257,041)
Total Current and Total Liabilities
1,967,596
1,680,424
287,172
Our total current assets and total assets decreased slightly during the year ended December 31, 2024 primarily as a result of our decrease in inventory of $265,067, offset in part by an increase in cash of $92,579. Our accumulated deficit increased during the year ended December 31, 2024, by $840,671 to $19,240,344.
In order to repay our obligations in full or in part when due, we will be required to raise significant capital from other sources. There is no assurance, however, that we will be successful in these efforts.
Cash Requirements
Our cash on hand as of December 31, 2024 was $112,020. Based on our current level of revenues and monthly burn rate for 2023 of approximately $35,000 per month, we will need to continue to fund operations by raising capital from the sale of our stock and debt financings.
Sources and Uses of Cash
Operating Activities
We had net cash from operating activities of $281,968 for the year ended December 31, 2024, compared to net cash used in operating activities of $(415,749) for the year ended December 31, 2023. We use our cash for normal business operations. Our net cash from operating activities for the year ended December 31, 2024 consisted of our net loss of $840,671, offset in part by our change in fair value on derivative liability of $471,270, warrants issued for services of $301,858, and our decrease in inventory of $265,067. Our net cash used in operating activities for the year ended December 31, 2023 consisted of our net loss of $2,472,931, offset in part by our warrants issued for services of $1,639,191 and decrease in inventory of $192,845.
46
Investing Activities
We had zero cash flows provided by investing activities for the years ended December 31, 2024 and 2023.
Financing Activities
Our net cash provided by financing activities for the year ended December 31, 2024 was $(189,389), compared to $369,539 for the year ended December 31, 2023. Our net cash provided by financing activities consisted primarily of proceeds from the issuance of notes payable of $94,000 and proceeds from the issuance of notes payable related party of $314,800, offset by repayment of notes payable of $489,123 and repayment of convertible debt of $103,666.
ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, we are not required to provide the information required by this Item.
47
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.