What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-13 compared with 2024-11-12 · 192 added, 193 removed, 719 unchanged (35% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2024 AND DECEMBER 31, 2023

AS OF MARCH 31, 2025 AND DECEMBER 31, 2024

CURRENT ASSETS

5 unchanged sentences

Patents/Trademarks

Right of use asset, net - non-current

Total other assets

13 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, 2,989,406 shares issued and outstanding as of September 30, 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, 2,989,406 shares issued and outstanding as of March 31, 2025, and 2,989,406 shares issued and outstanding as of December 31, 2024, and

Additional paid-in capital

8 unchanged sentences

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDING SEPTEMBER 30, 2024 AND 2023

FOR THE THREE MONTHS ENDING MARCH 31, 2025 AND 2024

FOR THE THREE MONTHS ENDING

FOR THE NINE MONTHS ENDING

COST OF REVENUE

9 unchanged sentences

Net income/(loss) before income tax provision

( 2,094,316 )

NET INCOME/(LOSS)

1 unchanged sentence

$ ( 861,259 )

$ ( 2,094,316 )

Income/(Loss) per share - basic and diluted

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE NINE MONTHS ENDING SEPTEMBER 30, 2024 AND 2023

Balance - September 30, 2022

FOR THE THREE MONTHS ENDING MARCH 31, 2025 AND 2024

Balance - March 31, 2023

( 16,505,898 )

Issuance of common stock for services

Fair value of restricted stock units

Fractional shares adjustment from reverse split

Fair value of options and warrants issued

1 unchanged sentence

Net (loss) for the period

( 2,094,316 )

Balance - September 30, 2023

Balance - March 31, 2024

( 19,260,931 )

4 unchanged sentences

Net (loss) for the period

Balance - September 30, 2024

Balance - March 31, 2025

( 19,639,204 )

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

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

HEALTHY EXTRACTS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDING

FOR THE THREE MONTHS ENDING MARCH 31, 2025 AND 2024

FOR THE THREE 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

3 unchanged sentences

Offering Costs

Cost in acquisition of Hyperion/OP&M

Right of use asset, net

Right of use asset, net - current

Right of use asset, net - non-current

Accounts payable

4 unchanged sentences

Lease liability - long-term

Net Cash from (used in) Operating Activities

Net Cash used in Operating Activities

Cash Flows from Investing Activities:

5 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

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

September 30, 2024 AND 2023

March 31, 2025 and 2024

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

9 unchanged sentences

and Online Publishing & Marketing, LLC.

Green Valley and OPM were subsequently revoked.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

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

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

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

The results of operations for the nine months ended September 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.

In the opinion of the Company’s management, the accompanying audited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2025 and the results of operations and cash flows for the periods presented.

The results of operations for the three months ended March 31, 2025 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, 2024 filed with the SEC on April 1, 2025.

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.

6 unchanged sentences

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

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

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

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.

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.

10 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 September 30, 2024 and December 31, 2023, the total of inventory allowance was $ 906,871 and $ 1,611,257 .

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

SEPTEMBER 30,

As of March 31, 2025 and December 31, 2024, the total of inventory allowance was $ 516,132 and $ 781,759 .

The following are the classes held in inventory as of March 31, 2025 and December 31, 2024:

Inventory Classes:

4 unchanged sentences

Inventory allowance

( 1,611,257 )

Total inventory, net

1 unchanged sentence

The Company’s property and equipment are recorded at cost and depreciated using the straight-line method over the useful lives of the assets, generally from three to seven years.

Upon sale or disposal of property and equipment, the related asset cost and accumulated depreciation or amortization are removed from the respective accounts and any gain or loss is reflected in current operations.

As of September 30, 2024 and December 31, 2023, the total of accumulated depreciation was $ 23,153 and $ 52,474 .

Upon sale or disposal of property and equipment, the

related asset cost and accumulated depreciation or amortization are removed from the respective accounts and any gain or loss is reflected in current operations.

Indefinite-Lived Intangible Assets

Indefinite-lived intangible assets established in connection with business combinations consist of patents, trademarks, and trade names.

The impairment test for identifiable indefinite-lived intangible assets consists of a comparison of the

estimated fair value of the intangible asset with it carrying value.

The impairment test for identifiable indefinite-lived intangible assets consists of a comparison of the estimated fair value of the intangible asset with it carrying value.

If the carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

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

As of March 31, 2025, 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 September 30, 2024, after working through our analysis of goodwill during the nine months ended September 30, 2024.

No goodwill impairment indicators were present, for the goodwill listed on the books as of March 31, 2025, after working through our analysis of goodwill during the months ended March 31, 2025.

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.

19 unchanged sentences

Debt with Warrants

In accordance with ASC Topic 470-20-25, when the Company issues debt with warrants, the Company treats the fair value of the warrants as a debt discount, recorded as a contra-liability against the debt, and amortizes the balance over the life of the underlying debt as amortization of debt discount expense in the consolidated statements of operations using the straight-line method.

the life of the underlying debt as amortization of debt discount expense in the consolidated statements of operations using the straight-line method.

The offset to the contra-liability is recorded as either equity or liability in the Company’s consolidated balance sheets depending on the accounting treatment of the warrants.

26 unchanged sentences

The Company’s subsidiary, BergaMet N.A., LLC, recognizes revenue from our main source – e-commerce revenue.

Here is a list of all the sales channels which include the Company’s subsidiary website channel or any other selling channel like Amazon, doctors’ offices, and walk-in sales.

Our sales channels include the Company’s subsidiary website channel or any other selling channel like Amazon, doctors’ offices, and walk-in sales.

All of our customer sales for Healthy Extracts Inc.

22 unchanged sentences

Concentration

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

There is no concentration of revenue for the months ended March 31, 2024 and for the months ended March 31, 2025 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 September 30, 2024 and December 31, 2023, there were no uncertain tax positions that required accrual.

At March 31, 2025 and March 31, 2024, there were no uncertain tax positions that required accrual.

Fair Value Measurements

2 unchanged sentences

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

ASC 820 also establishes a fair value hierarchy, which requires an entity

to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

ASC 820 describes three levels of inputs that may be used to measure fair value:

5 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 September 30, 2024 and December 31, 2023 was as follows:

The fair value of these instruments as of March 31, 2025 and December 31, 2024 was as follows:

Fair Value at December 31, 2023

2 unchanged sentences

Derivative liability

Fair Value at September 30, 2024

September 30, 2024

Fair Value at March 31, 2025

March 31, 2025

Derivative liability

1 unchanged sentence

Derivative liability

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

The details of derivative liability transactions for the months ended March 31, 2025 and the year ended December 31, 2024 are as follows:

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

5 unchanged sentences

Balance, December 31, 2024

Issued during the nine months ended September 30, 2024

Issued during the months ended March 31, 2025

Derivative liabilities debt discount

Change in fair value recognized in operations

Converted during the nine months ended September 30, 2024

Balance, September 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 September 30, 2024 and the year ended December 31, 2023.

Converted during the months ended March 31, 2025

Balance, March 31, 2025

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, 2025 and year end December 31, 2024.

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

The significant unobservable input assumptions that can significantly change the fair value

includes common share price;

The significant unobservable input assumptions that can significantly change the fair value includes common share price;

amount of principal and accrued interest convertible into shares as of the conversion date, and the number of shares issuable upon conversion;

19 unchanged sentences

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

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

During the months ended March 31, 2025, the Company did not issue any convertible debt.

Recent Accounting Pronouncements

2 unchanged sentences

ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry specific requirements and converges areas under this topic with those of the International Financial Reporting Standards.

The ASU implements of five–step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards.

The ASU implements of five–step process for customer contract revenue recognition that focuses on

transfer of control, as opposed to transfer of risk and rewards.

The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers.

Other major provisions include the capitalization and amortization of certain contract cost, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances.

The amendments in this ASU are effective for reporting period

beginning after December 15, 2016, and early adoption is prohibited.

The amendments in this ASU are effective for reporting period beginning after December 15, 2016, and early adoption is prohibited.

Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption.

26 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.

As a result, the Company incurred accumulated net losses from Inception (December 19, 2014) through the nine months ended September 30, 2024 of $ 18,793,415 .

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

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 months ended March 31, 2025 of $ 19,639,204 .

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 nine months ended September 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.

For the months ended March 31, 2025 and the year ended December 31, 2024, 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 September 30, 2024

Balance at March 31, 2025

Balance at December 31, 2024

6 unchanged sentences

January 1, 2024

June 30, 2025

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 2024, the Company made a payment of $200 towards part of this unsecured loan.

As of March 31, 2025, the outstanding principal balance of unsecured debt A totaled $666.

Unsecured debt H:

5 unchanged sentences

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

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

As of March 31, 2025, the outstanding principal balance of unsecured debt H totaled $0.

Unsecured debt I:

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

As of March 31, 2025, 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 March 31, 2025, the outstanding principal balance of unsecured debt L totaled $209,653.

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

6 unchanged sentences

The Company recorded operating lease right-of-use of $175,765 and lease liabilities for operating lease of $175,765.

In February 2025, the Company entered into a lease agreement for our warehouse facilities located at 7375 Commercial Way Suite 125, Henderson, Nevada 89011 with a term of 36 month and will expire in 2028.

The average monthly base rent for the first 12 months is approximately $6,677.

For the next 12 months of the lease, the average monthly base rent will be approximately $6,677.

For the next 12 months of the lease, the average monthly base rent will be approximately $6,889.

As part of the agreement the Company will be responsible to share any property operating expenses estimated as $1,389 per month.

Pursuant to ASC 842, the estimated operating expenses was included with the base rent and was included in the calculations of the right of use assets.

The Company recorded operating lease right-of-use of $204,437 and lease liabilities for operating lease of $204,437.

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

Nine Months Ended

September 30, 2024

March 31, 2025

Cash paid for amounts included in the measurement of lease liabilities for the first quarter 2025

1 unchanged sentence

Average discount rate – operating leases

September 30, 2024

March 31, 2025

Operating leases

5 unchanged sentences

Operating Leases

2022 (remaining eleven months)

2025 (remaining nine months)

2029 and thereafter

3 unchanged sentences

NOTE 6 – NOTES PAYABLE

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

As of March 31, 2025, the Company had the following:

Issuance Date

2 unchanged sentences

Original Principal Amount

Balance at September 30, 2024

Balance at March 31, 2025

Balance at December 31, 2024

32 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 September 30, 2024, the principal balance of the note was paid off.

As of March 31, 2025, 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 September 30, 2024 the principal balance of secured debt C was paid off.

As of March 31, 2025 the principal balance of secured debt C was paid off.

Unsecured debt D:

2 unchanged sentences

The loan is unsecured and the initial payment of $23,359 will be due on June 17, 2023.

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

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.

3 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 September 30, 2024, the outstanding principal balance of unsecured debt D totaled $0.

As of March 31, 2025, 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 September 30, 2024 the principal balance of secured debt E was paid off.

As of March 31, 2025 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 September 30, 2024 the principal balance of secured debt E was paid off.

As of March 31, 2025 the principal balance of secured debt F 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 September 30, 2024 the principal balance of secured debt E was paid off.

As of March 31, 2025 the principal balance of secured debt G was paid off.

Unsecured debt J:

6 unchanged sentences

During 2024, the Company has made principal payments totaling $230,823 towards the unsecured debt J.

As of September 30, 2024, the outstanding principal balance of unsecured debt J totaled $141,564.

As of March 31, 2025, the principal balance of unsecured debt J was paid off.

Secured debt K:

5 unchanged sentences

During 2024, the Company has made principal payments totaling $36,630 towards the secured debt E.

As of September 30, 2024 the principal balance of secured debt E total $15,210.

As of March 31, 2025 the principal balance of secured debt K was paid off.

NOTE 7 – CONVERTIBLE DEBT

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

As of March 31, 2025, the Company had the following convertible debt outstanding:

Issuance Date

2 unchanged sentences

Original Principal Amount

Balance at September 30, 2024

Balance at March 31, 2025

Balance at December 31, 2024

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 September 30, 2024 was $6,750.

The fair value of the derivative as of September 30, 2024 was determined to be $24,061 using the Black-Scholes option pricing model based on the following assumptions:

The outstanding balance on convertible promissory note #1 as of March 31, 2025 was $6,750.

The fair value of the derivative as of March 31, 2025 was determined to be $85,959 using the Black-Scholes option pricing model based on the following assumptions:

common share price of $1.94 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 September 30, 2024, the principal balance of the note was paid off.

As of March 31, 2025, 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 September 30, 2024 was $200,000.

The outstanding balance on convertible promissory note #3 as of March 31, 2025 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.

20 unchanged sentences

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 September 30, 2024 was $359,962.

The total of principal paid during 2024 is $106,796 including debt discount.

The outstanding balance on convertible promissory note #4 as of March 31, 2025 was $286,898.

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:

September 30, 2024

March 31, 2025

Upon Issuance 2025

15 unchanged sentences

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

(i) as a result of the issuance of convertible notes, the Company recorded derivative liabilities of $( 145,067 );

(ii) the Company viewed the convertible debt derivatives as short term and thus chose to expense the debt discounts associated with the derivative liabilities incurred during this period in the amount of $(29,167);

(iii) the changes in the fair value of these derivative liabilities for the year ended December 31, 2023 resulted in a gain of $ 83,920 ;

and (iv) the Company recorded a gain on debt extinguishment of $ 38,172 to account for the extinguishment of derivative liabilities associated with the settlement or the conversion of the convertible debt accounted for as a derivative liability.

During the nine months ended September 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 nine months ended September 30, 2024 resulted in a loss of $ 273,436 .

The details of derivative liability transactions for the period ended September 30, 2024 and December 31, 2023 are as follows:

(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 .

During the months ended March 31, 2025, 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 March 31, 2025 resulted in a loss of $ 255,454 .

The details of derivative liability transactions for the months ended March 31, 2025 and year ended December 31, 2024 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, 2024

Derivative liabilities debt discount

Derivative liabilities debt premium

Change in fair value recognized in operations

1 unchanged sentence

Balance, December 31, 2024

Issued during the nine months ended September 30, 2024

Issued during the months ended March 31, 2025

Derivative liabilities debt discount

Change in fair value recognized in operations

Converted during the nine months ended September 30, 2024

Balance, September 30, 2024

Converted during the months ended March 31, 2025

Balance, March 31, 2025

NOTE 9 – INCOME TAXES

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

The effective income tax rate for the months ended March 31, 2025 and 2024 differs from the U.S.

Federal statutory rate due to the following:

Federal statutory income tax rate

$ ( 562,157 )

Change in valuation allowance

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

The components of the deferred tax assets and liabilities at March 31, 2025 and 2024 are as follows:

Long-term deferred tax assets:

19 unchanged sentences

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

As of March 31, 2025, 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 2025.

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.

2 unchanged sentences

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

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.

Treasury Stock

During the nine months ended September 30, 2024, the Company repurchased 4,166 shares of common stock that were issued for services rendered in the prior quarter.

These shares will still be outstanding but not issued and will be held by the Company.

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

Warrant Issuances

4 unchanged sentences

Outstanding at December 31, 2024

Outstanding at September 30, 2024

Vested and expected to vest at September 30, 2024

Exercisable at September 30, 2024

At September 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.

Outstanding at March 31, 2025

Vested and expected to vest at March31, 2025

Exercisable at March 31, 2025

At March 31, 2025, 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 nine months ended September 30, 2024 is presented below:

The following summary of options activity for the months ended March 31, 2025 is presented below:

Outstanding at December 31, 2024

Outstanding at September 30, 2024

Vested and expected to vest at September 30, 2024

Exercisable at September 30, 2024

At September 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 September 30, 2024 is presented below:

Outstanding at March 31, 2025

Vested and expected to vest at March 31, 2025

Exercisable at March 31, 2025

At March 31, 2025, 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 months ended March 31, 2025 is presented below:

Non-vested at December 31, 2024

Non-vested at September 30, 2024

Non-vested at March 31, 2025

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 September 30, 2024, the amount of unvested compensation related to issuances of restricted stock units’ fair value was $ 129,708 .

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

At September 30, 2024, the intrinsic value of these restricted stock unit was $120,708 as the exercise price of these RSU’s were less than the market price.

As of March 31, 2025, the intrinsic value of these restricted stock unit was $0 as the Company decided to let these restricted stock units expire.

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

September 30, 2024

March 31, 2025

December 31, 2024

4 unchanged sentences

NOTE 11 – BUSINESS SEGMENT INFORMATION

As of September 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 September 30, 2024.

As of March 31 , 2025, 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 , 2025.

HEALTH SUPPLEMENTS

4 unchanged sentences

Depreciation and Amortization

As of September 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 September 30, 2023.

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.

HEALTH SUPPLEMENTS

2 unchanged sentences

Gain (Loss) Before Income Tax

( 2,094,316 )

( 1,759,770 )

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 September 30, 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 March 31, 2025 and 2024.

NOTE 12 – SUBSEQUENT EVENTS

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

The Company evaluated its March 31, 2025 financial statements for subsequent events through May 14, 2025, the date the financial statements were available to be issued.

On April 16, 2025, one of our convertible note holders notified the Company of their election to convert the note into shares of the Company’s common stock pursuant to the terms of the note agreement.

As a result, the Company issued 147,500 shares of common stock in full satisfaction of the note.

ITEM 2 M a nagement’s Discussion and Analysis of Financial Condition and Results of Operations

20 unchanged sentences

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 unaudited financial statements and related notes elsewhere in this Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States.

Over the last year, we have focused on increasing revenue, maintaining our margins, and generating positive cash flow from our existing operations In large 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 products have not been evaluated by the FDA or any similar regulatory body for safety and efficacy.

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.

2 unchanged sentences

Our Financial Condition and Going Concern Issues

As a result of our financial condition, we have received a report from our independent registered public accounting firm for our financial statements for the years ended December 31, 2023 and 2022 that includes an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern.

From inception (December 19, 2014) through the end of December 31, 2023, we have incurred accumulated net losses of $18,399,673.

In order to continue as a going concern, we must effectively balance many factors and generate more revenue so that we can fund our operations from our sales and revenues.

If we are not able to do this, we may not be able to continue as an operating company.

At our current revenue and burn rate, we have an immediate cash need, and thus we must raise capital by issuing debt or through the sale of our stock.

However, there is no assurance that our existing cash flow will be adequate to satisfy our existing operating expenses and capital requirements.

Results of Operations for the Three and Nine Months Ended September 30, 2024 and 2023

We had revenues of $744,916 and $2,342,091 for the three and nine months ended September 30, 2024, compared to $613,541 and $1,816,968 for the three and nine months ended September 30, 2023.

Our cost of revenue for the three and nine months ended September 30, 2024 were $142,456 and $845,185, compared to $120,309 and $760,825 for the three and nine months ended September 30, 2023.

Our operating expenses were $517,068 and $1,485,945 for the three and nine months ended September 30, 2024, compared to $754,026 and $2,977,998 for the three and nine months ended September 30, 2023.

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 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 Three Months Ended March 31, 2025 and 2024

We had revenues of $931,280 for the three months ended March 31, 2025, compared to $688,786 for the three months ended March 31, 2024.

Our cost of revenue for the three months ended March 31, 2025 was $506,295, compared to $280,428 for the three months ended March 31, 2024.

Our operating expenses were $533,833 for the three months ended March 31, 2025, compared to $470,431 for the three months ended March 31, 2024.

Our operating expenses consisted entirely of general and administrative expenses.

Our net income (loss) was $354,466 and $(393,742) for the three and nine months ended September 30, 2024, compared to $(247,924) and $(2,094,316) for the three and nine months ended September 30, 2023.

Our net income (loss) was $(398,860) for the three months ended March 31, 2025, compared to $(861,259) for the three months ended March 31, 2024.

Revenues and Net Operating Loss

Our revenue, operating expenses, other income (expense), and net loss for the three and nine months ended September 30, 2024 and 2023 were as follows:

September 30,

Our revenue, cost of revenue, gross profit, operating expenses, other income (expense), and net loss for the three months ended March 31, 2025 and 2024 were as follows:

3 Months Ended

Cost of Revenue

7 unchanged sentences

Net income (loss)

We had revenues of $744,916 and $2,342,091 for the three and nine months ended September 30, 2024, compared to $613,541 and $1,816,968 for the three and nine months ended September 30, 2023, an increase of $131,375, or 21%, and $525,123, or 29%, respectively.

We expect strong growth to increase as our direct consumer sales and marketing efforts continue to perform.

We had revenues of $931,280 for the three months ended March 31, 2025, compared to $688,786 for the three months ended March 31, 2024, an increase of $242,494, or 35%.

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 three and nine months ended September 30, 2024 were $142,456 and $845,185, compared to $120,309 and $760,825 for the three and nine months ended September 30, 2023, an increase of $22,147, or 18%, and $84,360, or 11%, respectively.

Gross profit for the three and nine months ended September 30, 2024 was $602,460 and $1,496,906, compared to $493,233 and $1,056,143 for the three and nine months ended September 30, 2023, an increase of $109,227, or 22%, and $440,763, or 42%, respectively.

Cost of revenue as a percentage of revenues was 19% and 36% for the three and nine months ended September 30, 2024, compared to 20% and 42% for the three and nine months ended September 30, 2023.

The reduced cost as a percentage of revenues was due to efficiencies as a result of increased revenue.

Our cost of revenue for the three months ended March 31, 2025 was $506,295, compared to $280,428 for the three months ended March 31, 2024, an increase of $225,867, or 81%.

Gross profit for the three months ended March 31, 2025 was $424,985, compared to $408,358 for the three months ended March 31, 2024, an increase of $16,627, or 4%.

Cost of revenue as a percentage of revenues was 54% for the three months ended March 31, 2025, compared to 41% for the three months ended March 31, 2024.

General and Administrative

Our general and administrative expenses were $517,068 and $1,485,945 for the three and nine months ended September 30, 2024, compared to $754,026 and $2,977,998 for the three and nine months ended September 30, 2023, a decrease of $236,958, or 31%, and $1,492,053, or 50%, respectively.

In the three months ended September 30, 2024, general and administrative expenses consisted mainly of advertising of $204,893, consulting fees of $109,050, stock-based compensation $54,345, salaries and wages of $52,212 and accounting and legal fees of $37,925.

In the three months ended September 30, 2023, general and administrative expenses consisted mainly of consulting fees of $167,593, stock-based compensation $90,614, advertising of $271,956, accounting and legal fees of $86,948, and salary and wages of $79,520.

In the nine months ended September 30, 2024, general and administrative expenses consisted mainly of advertising of $509,711, consulting fees of $389,897, stock-based compensation $106,166, salaries and wages of $147,812 and accounting and legal fees of $153,784.

In the nine months ended September 30, 2023, general and administrative expenses consisted mainly of consulting fees of $438,593, stock-based compensation $1,219,471, advertising of $659,985, accounting and legal fees of $222,064, and salary and wages of $151,489.

During the three months ended September 30, 2023, part of the increase in costs were due to a catch up of stock compensation that occurred.

Additionally, some of the incremental costs of the Company’s uplist have not been deferred and have been included.

Our general and administrative expenses were $533,833 for the three months ended March 31, 2025, compared to $470,431 for the three months ended March 31, 2024, an increase of $63,402, or 13%.

For the three months ended March 31, 2025, general and administrative expenses consisted mainly of advertising of $222,827, consulting fees of $105,500, stock-based compensation $48,991, salaries and wages of $48,535 and accounting and legal fees of $36,650.

For the three months ended March 31, 2024, general and administrative expenses consisted advertising fees of $127,849, consulting fees of $105,000, accounting and legal fees of $73,631, stock-based compensation of $58,314, and salaries and wages of $44,123.

For the three months ended March 31, 2025, the increase was due in part to an increase to our advertising fees which increased our revenue.

Other Income (Expense)

Other income (expense) was $269,074 and $(404,703) for the three and nine months ended September 30, 2024, compared to $12,869 and $(172,461) for the three and nine months ended September 30, 2023, an increase of $256,205, or 1,991%, and a decrease of $232,242, or 135%, respectively.

In the three months ended September 30, 2024, other income (expense) consisted of interest expense, net of interest income ($39,963) and change in fair value on derivative of $309,037.

In the three months ended September 30, 2023, other income (expense) consisted of interest expense, net of interest income of $(24,502) and change in fair value on derivative of $37,371.

In the nine months ended September 30, 2024, other income (expense) consisted of interest expense, net of interest income ($131,268) and change in fair value on derivative of $(273,436).

In the nine months ended September 30, 2023, other income (expense) consisted of interest expense, net of interest income of $(138,774) and change in fair value on derivative of $(33,687).

Change in fair value of derivative was related to the conversion of convertible debts into common stock shares .

Other income (expense) was $(290,011) for the three months ended March 31, 2025, compared to $(799,185) for the three months ended March 31, 2024, a decrease of $509,174, or 64%.

In the three months ended March 31, 2025, other income (expense) consisted of interest expense, net of interest income of ($34,558) and change in fair value on derivative of $(255,454).

In the three months ended March 31, 2024, other income (expense) consisted of interest expense, net of interest income of ($42,557) and change in fair value on derivative of $(756,628).

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 $354,466 and $(393,742), or $0.12 and $(0.13) per share, for the three and nine months ended September 30, 2024, compared to $(247,924) and $(2,094,316), or $(0.09) and $(0.72) per share, for the three and nine months ended September 30, 2023.

Net income (loss) was $(398,860), or $(0.13) per share, for the three months ended March 31, 2025, compared to $(861,259), or $(0.30) per share, for the three months ended March 31, 2024.

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.

Liquidity and Capital Resources

During the nine months ended September 30, 2024, we had positive operating cash flows.

Our cash on hand as of December 31, 2023 was $19,441 and as of September 30, 2024 was $100,402.

While we had positive net cash from operations for the nine months ended September 30, 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 satisfy our cash flow needs.

Our cash, current assets, total assets, current liabilities, and total liabilities as of September 30, 2024, and December 31, 2023, respectively, are as follows:

September 30,

During the three months ended March 31, 2025, we had positive operating cash flows.

Our cash on hand as of March 31, 2025 was $118,798.

We also had positive net cash from operations for the year ended December 31, 2024, but we still have both short- and medium-term cash needs.

Our cash, current assets, total assets, and current and total liabilities as of March 31, 2025 and December 31, 2024 were as follows:

Total Current Assets

Total Current and Total Liabilities

Our total current assets and total assets decreased slightly during the nine months ended September 30, 2024, primarily as a result of our decrease in inventory of $188,801, offset in part by an increase in cash of $80,961.

Our accumulated deficit increased during the nine months ended September 30, 2024, by $393,742 to $18,793,415.

Our total current assets and total assets increased slightly during the three months ended March 31, 2025 primarily as a result of our increase in right of use asset, net of $186,549 and our increase in accounts receivable of $58,977, offset in part by a decrease in inventory of $218,589.

Our accumulated deficit increased during the three months ended March 31, 2025, by $398,860 to $19,639,204.

In order to repay our obligations in full or in part when due, we will be required to raise significant capital from other sources.

1 unchanged sentence

Cash Requirements

Our cash on hand as of September 30, 2024 was $100,402.

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.

Our cash on hand as of March 31, 2025 was $118,798.

Based on our current level of revenues, 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 $240,090 for the nine months ended September 30, 2024, compared to net cash used in operating activities of $(471,373) for the nine months ended September 30, 2023.

We had net cash from operating activities of $60,021 for the three months ended March 31, 2025, compared to net cash from operating activities of $18,724 for the three months ended March 31, 2024.

We use our cash for normal business operations.

Our net cash from operating activities for the nine months ended September 30, 2024, consisted of our net loss of $393,742, offset in part by our change in fair value on derivative liability of $273,436, warrants issued for services of $247,513, and our decrease in inventory of $188,801.

Our net cash used in operating activities for the nine months ended September 30, 2023, consisted of our net loss of $2,094,316, offset in part by our warrants issued for services of $1,275,471, and increase in inventory of $291,553.

Our net cash from operating activities for the three months ended March 31, 2025 consisted of our net loss of $398,860, offset in part by our change in fair value on derivative liability of $255,454, decrease in inventory of $218,589, increase in right of use asset, net $186,549, and lease liability-long-term of $135,339.

Our net cash used in operating activities for the three months ended March 31, 2024 consisted of our net loss of $861,259, offset in part by our change in fair value on derivative liability of $756,628.

Investing Activities

We had zero cash flows provided by investing activities for the nine months ended September 30, 2024 and 2023.

We had zero cash flows provided by investing activities for the three months ended March 31, 2025 and 2024.

Financing Activities

Our net cash provided by financing activities for the nine months ended September 30, 2024 was $(159,129), compared to $452,113 for the nine months ended September 30, 2023.

Our net cash provided by financing activities consisted of proceeds from the issuance of notes payable of $122,541 and proceeds from the issuance of notes payable related party of $95,000, offset by repayment of notes payable of $329,380.

Our net cash used in financing activities for the three months ended March 31, 2025 was $(53,243), compared to net cash provided by financing activities of $49,146 for the three months ended March 31, 2024.

Our net cash used in financing activities consisted primarily of payments for repayment of convertible debt of $37,212 and payments for repayment of notes payable-related party of $13,402.

ITEM 3 Quantitative and Qualitative Disclosures About Market Risk

1 unchanged sentence

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