What changed in this filing

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Item 1. Financial Statements

2025-08-13 compared with 2025-05-13 · 189 added, 154 removed, 757 unchanged (31% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2025 AND DECEMBER 31, 2024

AS OF JUNE 30, 2025 AND DECEMBER 31, 2024

CURRENT ASSETS

1 unchanged sentence

Inventory, net

Note receivable

Offering costs

6 unchanged sentences

Accounts payable

Accrued interest payable

Accrued interest payable - related party

Accrued liabilities

Lease liabilities - current

Notes payable - related party - current

Convertible debt, net of discount - current

Total current liabilities

Lease liabilities - long-term

Notes payable

Notes payable - related party

Convertible debt, net of discount

Accrued interest payable

Accrued interest payable - related party

Notes payable - related party - non-current

Convertible debt, net of discount - non-current

Derivative liabilities

Total non-current liabilities

Total current and total liabilities

1 unchanged sentence

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

Common stock, $ 0.001 par value, 50,000,000 shares authorized, 3,141,490 shares issued and outstanding as of June 30, 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 MONTHS ENDING MARCH 31, 2025 AND 2024

FOR THE THREE AND SIX MONTHS ENDING JUNE 30, 2025 AND 2024

FOR THE THREE MONTHS ENDING

FOR THE SIX MONTHS ENDING

COST OF REVENUE

17 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDING MARCH 31, 2025 AND 2024

Balance - March 31, 2023

FOR THE THREE AND SIX MONTHS ENDING JUNE 30, 2025 AND 2024

Balance - June 30, 2023

( 17,773,134 )

4 unchanged sentences

Net (loss) for the period

Balance - March 31, 2024

Balance - June 30, 2024

( 19,147,431 )

Issuance of common stock for services

Fractional shares adjustment from reverse split

Issuance of common stock - converted note payable

Fair value of options and warrants issued

1 unchanged sentence

Net (loss) for the period

Balance - March 31, 2025

Balance - June 30, 2025

( 19,572,083 )

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

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

HEALTHY EXTRACTS INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDING MARCH 31, 2025 AND 2024

FOR THE THREE MONTHS ENDING

FOR THE THREE AND SIX MONTHS ENDING JUNE 30, 2025 AND 2024

FOR THE SIX MONTHS ENDING

Cash Flows from Operating Activities:

6 unchanged sentences

Discount expensed from note payable and convertible notes

Common stock issued for services

Warrants issued for services

2 unchanged sentences

Accounts receivable

Note receivable

Offering Costs

7 unchanged sentences

Lease liability - long-term

Net Cash used in Operating Activities

Net Cash provided by Operating Activities

Cash Flows from Investing Activities:

Cash flows provided by (used in) Investing Activities:

Fixed Asset Purchase

Net cash used in Investing Activities:

Cash Flows from Financing Activities:

Issuance of common stock - converted note payable

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

Increase (decrease) in cash

Net Cash provided by (used in) Financing Activities

Increase in cash

Cash at beginning of period

3 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 and 2024

June 30, 2025 and 2024

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

14 unchanged sentences

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

In the opinion of the Company’s management, the accompanying 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.

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 June 30, 2025 and the results of operations and cash flows for the periods presented.

The results of operations for the six months ended June 30, 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.

12 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.

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.

15 unchanged sentences

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

As of March 31, 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:

As of June 30, 2025 and December 31, 2024, the total of inventory allowance was $ 233,115 and $ 781,759 .

The following are the classes held in inventory as of June 30, 2025 and December 31, 2024:

Inventory Classes:

7 unchanged sentences

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.

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

3 unchanged sentences

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

As of March 31, 2025, the Company believes that based upon qualitative factors, no impairment of indefinite-lived intangible assets is necessary.

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

No goodwill impairment indicators were present, for the goodwill listed on the books as of June 30, 2025, after working through our analysis of goodwill during the three months ended June 30, 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.

The asset group excludes goodwill, long term non-operational assets and liabilities and cash.

As such, the principal value from the asset group relates to the cash inflows from its customers and the cash outflows required to service these customers.

As such, the principal value from the asset group relates to the

cash inflows from its customers and the cash outflows required to service these customers.

The fair value for the asset group consists of the following:

16 unchanged sentences

Debt with Warrants

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

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 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.

51 unchanged sentences

Concentration

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.

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

At June 30, 2025 and December 31, 2024, 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 dis3closure 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.

8 unchanged sentences

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

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

The fair value of these instruments as of June 30, 2025 and December 31, 2024 was as follows:

Fair Value at December 31, 2023

2 unchanged sentences

Derivative liability

Fair Value at March 31, 2025

March 31, 2025

Fair Value at June 30, 2025

June 30, 2025

Derivative liability

1 unchanged sentence

Derivative liability

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

The details of derivative liability transactions for the six months ended June 30, 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 months ended March 31, 2025

Issued during the six months ended June 30, 2025

Derivative liabilities debt discount

Change in fair value recognized in operations

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.

Converted during the six months ended June 30, 2025

Balance, June 30, 2025

The Company did not transfer any assets or liabilities measured at fair value on a recurring basis between levels during the six months ending June 30, 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.

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

During the six months ended June 30, 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.

28 unchanged sentences

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 .

As a result, the Company incurred accumulated net losses from Inception (December 19, 2014) through the six months

ended June 30, 2025 of $ 19,572,083 .

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.

2 unchanged sentences

NOTE 4 – RELATED PARTY

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.

For the three months ended June 30, 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 March 31, 2025

Balance at June 30, 2025

Balance at December 31, 2024

17 unchanged sentences

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.

As of June 30, 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 March 31, 2025, the outstanding principal balance of unsecured debt H totaled $0.

As of June 30, 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 March 31, 2025, the outstanding principal balance of unsecured debt I totaled $177,500.

As of June 30, 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.

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.

1 unchanged sentence

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.

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 June 30, 2025, the outstanding principal balance of unsecured debt L totaled $192,433.

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

In February 2022, 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 35 month 25 days and will expire in 2025.

Prior to February 4, 2022 the company was leasing a warehouse facility on a month-to-month lease.

12 unchanged sentences

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

March 31, 2025

June 30, 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

March 31, 2025

June 30, 2025

Operating leases

3 unchanged sentences

Total operating lease liabilities

$ ( 181,841 )

The following table summarizes the future undiscounted cash payments reconciled to the lease liability:

Operating Leases

2025 (remaining nine months)

2025 (remaining six months)

2029 and thereafter

3 unchanged sentences

NOTE 6 – NOTES PAYABLE

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

As of June 30, 2025, the Company had the following:

Issuance Date

2 unchanged sentences

Original Principal Amount

Balance at March 31, 2025

Balance at June 30, 2025

Balance at December 31, 2024

19 unchanged sentences

October 15, 2025

Secured debt L

June 20, 2025

December 20, 2026

Total notes payable

11 unchanged sentences

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

As of March 31, 2025, the principal balance of the note was paid off.

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

As of June 30, 2025 the principal balance of secured debt C was paid off.

Unsecured debt D:

On March 20, 2023, the Company received an unsecured loan in the principal of $330,000 with a loan origination fee in the amount of $30,000, which was fully expensed as interest expense in this period.

On March 20, 2023, the Company received an unsecured loan in the principal of $330,000 with a loan origination fee in the amount of $30,000, which was fully expensed as interest expense

in this period.

The net proceeds from this loan were $300,000.

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

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

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

As of June 30, 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 March 31, 2025 the principal balance of secured debt G was paid off.

As of June 30, 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 March 31, 2025, the principal balance of unsecured debt J was paid off.

As of June 30, 2025, the principal balance of unsecured debt J was paid off.

Secured debt K:

4 unchanged sentences

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 $36,630 towards the secured debt E.

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

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

As of June 30, 2025 the principal balance of secured debt K was paid off.

Secured debt L:

On June 20, 2025, the Company agreed to a secured loan by any rights, title or interest in their account.

The principal loan amount was $160,000 and will have a loan term of eighteen months.

The note has a cost of funds equal to 8.5% of the loan amount or $173,600 and will be due upon acceptance of the loan amount.

A total of $1,113 of the interest has been expensed in 2025.

Payment will be made daily at a repayment rate of 24% of daily sales and will be due December 20, 2026 and will continue until full amount owed is paid.

During 2025, the Company has made principal payments totaling $5,870 towards the secured debt L.

As of June 30, 2025 the principal balance of secured debt L was $155,264.

NOTE 7 – CONVERTIBLE DEBT

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

As of June 30, 2025, the Company had the following convertible debt outstanding:

Issuance Date

2 unchanged sentences

Original Principal Amount

Balance at March 31, 2025

Balance at June 30, 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 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:

The outstanding balance on convertible promissory note #1 as of June 30, 2025 was $6,750.

The fair value of the derivative as of June 30, 2025 was determined to be $67,517 using the Black-Scholes option pricing model based on the following assumptions:

common share price of $2.00 per share;

11 unchanged sentences

There will be ten additional monthly payments due on the 5 th day of each following month, beginning on November 5, 2022 through August 5, 2023.

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

Interest will

accrual 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.

1 unchanged sentence

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

As of March 31, 2025, the principal balance of the note was paid off the principal balance of the note was paid off.

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

The outstanding balance on convertible promissory note #3 as of June 30, 2025 was paid in full.

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.

1 unchanged sentence

The conversion price shall be $0.05 per share.

On April 16, 2025, promissory note #3 was converted by the note holder and common stock shares were issued.

As of June 30, 2025, the principal balance of the note was viewed as being fully paid.

The fair value of the derivative was determined to be $88,103 using the Black-Scholes option pricing model based on the following assumptions:

18 unchanged sentences

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.

The outstanding balance on convertible promissory note #4 as of June 30, 2025 was $240,673.

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.

The conversion price means ninety percent (90%) of the lowest VWAP of our common stock for the five (5) consecutive Trading Days immediately preceding the date of the issuance of a Conversion Election.

13 unchanged sentences

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

March 31, 2025

June 30, 2025

Upon Issuance 2025

16 unchanged sentences

(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:

During the three months ended June 30, 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 three months ended June 30, 2025 resulted in a loss of $ 53,468 .

The details of derivative liability transactions for the months ended June 30, 2025 and 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 months ended March 31, 2025

Issued during the six months ended June 30, 2025

Derivative liabilities debt discount

Change in fair value recognized in operations

Converted during the months ended March 31, 2025

Balance, March 31, 2025

Converted during the six months ended June 30, 2025

Balance, June 30, 2025

NOTE 9 – INCOME TAXES

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

The effective income tax rate for the three months ended June 30, 2025 and 2024 differs from the U.S.

Federal statutory rate due to the following:

1 unchanged sentence

Change in valuation allowance

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

The components of the deferred tax assets and liabilities at June 30, 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 March 31, 2025, there are no outstanding shares of preferred stock.

As of June 30, 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.

During the three months ended June 30, 2025, the Company issued 4,584 shares of common stock for services.

They were issued at $2.00 per share.

Additionally, the Company issued 147,500 shares of common stock for the conversion of the note payable.

They were issued at $2.00 per share.

There were no shares issued during the first quarter 2024.

10 unchanged sentences

Outstanding at December 31, 2024

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.

Outstanding at June 30, 2025

Vested and expected to vest at June 30, 2025

Exercisable at June 30, 2025

At June 30, 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 months ended March 31, 2025 is presented below:

The following summary of options activity for the six months ended June 30, 2025 is presented below:

Outstanding at December 31, 2024

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:

Outstanding at June 30, 2025

Vested and expected to vest at June 30, 2025

Exercisable at June 30, 2025

At June 30, 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 six months ended June 30, 2025 is presented below:

Non-vested at December 31, 2024

Non-vested at March 31, 2025

Non-vested at June 30, 2025

As of December 31, 2023, the amount of unvested compensation related to issuances of restricted stock units’ fair value was $ 423,910 .

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This amount will be amortized and expensed over the life of the contract and will be included in selling, general and administrative expenses in the accompanying consolidation statements of operations.

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

As of June 30, 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:

March 31, 2025

June 30, 2025

December 31, 2024

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NOTE 11 – BUSINESS SEGMENT INFORMATION

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.

As of June 30 , 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 three months ended June 30 , 2025.

HEALTH SUPPLEMENTS

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Depreciation and Amortization

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

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

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

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

HEALTH SUPPLEMENTS

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Our revenues to our customers are not material to our overall total sales.

Our largest customers, Natural Grocers and Emerson Ecologics, LLC, account for less than 1% of our total sales in the months ending March 31, 2025 and 2024.

Our largest customers, Natural Grocers and

Emerson Ecologics, LLC, account for less than 1% of our total sales in the six months ending June 30, 2025 and 2024.

NOTE 12 – SUBSEQUENT EVENTS

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.

The Company evaluated its June 30, 2025 financial statements for subsequent events through August 5, 2025, the date the financial statements were available to be issued.

On July 18, 2025, the Company issued a total of 653,458 shares of common stock.

All the shares of common stock were issued for services rendered.

On July 19, 2025, we entered into a Membership Interest Purchase Agreement (the “MIPA”) with Gummy USA LLC (“GUSA”) and its sole-member, Donald Swanson (“Swanson”), pursuant to which we acquired one-hundred percent (100%) of the outstanding membership interests of GUSA, which is now our wholly-owned subsidiary.

As consideration for the purchase, we issued thirteen million seventy-five thousand nine hundred twenty (13,075,920) shares of our common stock (the “Purchase Shares”) which represents 77.5% of our issued and outstanding common stock after the transaction, to Swanson.

In addition, Swanson was granted anti-dilution rights to maintain that same ownership percentage in the event of the exercise of any of our 154,306 outstanding options and warrants.

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

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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.

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.

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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.

Results of Operations for the Three and Six Months Ended June 30, 2025 and 2024

We had revenues of $968,656 and $1,899,935 for the three and six months ended June 30, 2025, compared to $908,389 and $1,597,175 for the three and six months ended June 30, 2024.

Our cost of revenue for the three and six months ended June 30, 2025 were $375,828 and $882,123, compared to $422,301 and $702,728 for the three and six months ended June 30, 2024.

Our operating expenses were $698,434 and $1,232,267 for the three and six months ended June 30, 2025, compared to $497,996 and $968,427 for the three and six months ended June 30, 2024.

Our operating expenses consisted entirely of general and administrative expenses.

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.

Our net income (loss) was $67,120 and $(331,739) for the three and six months ended June 30, 2025, compared to $113,500 and $(747,758) for the three and six months ended June 30, 2024.

Revenues and Net Operating Loss

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

Our revenue, operating expenses, other income (expense), and net loss for the three and six months ended June 30, 2025 and 2024 were as follows:

Cost of Revenue

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Net income (loss)

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.

We had revenues of $968,656 and $1,899,935 for the three and six months ended June 30, 2025, compared to $908,389 and $1,597,175 for the three and six months ended June 30, 2024, an increase of $60,267, or 7%, and $302,760, or 19%, respectively.

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

Cost of 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.

Our cost of revenue for the three and six months ended June 30, 2025 were $375,828 and $882,123, compared to $422,301 and $702,728 for the three and six months ended June 30, 2024, a decrease of $46,472, or 11%, and an increase of $179,394, or 26%, respectively.

Gross profit for the three and six months ended June 30, 2025 was $592,827 and $1,017,812, compared to $486,088 and $894,446 for the three and six months ended June 30, 2024, an increase of $106,739, or 22%, and $123,366, or 14%, respectively.

Cost of revenue as a percentage of revenues was 39% and 46% for the three and six months ended June 30, 2025, compared to 46% and 44% for the three and six months ended June 30, 2024.

The reduced cost as a percentage of revenues in the three months ended June 30, 2025 was due to efficiencies as a result of increased revenue.

General and Administrative

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.

Our general and administrative expenses were $698,434 and $1,232,267 for the three and six months ended June 30, 2025, compared to $497,996 and $968,427 for the three and six months ended June 30, 2024, an increase of $200,438, or 40%, and $263,840, or 27%, respectively.

In the three months ended June 30, 2025, general and administrative expenses consisted mainly of advertising of $254,511, consulting fees of $106,700, stock-based compensation of $71,161, salaries and wages of $47,780 and accounting and legal fees of $62,358.

In the three months ended June 30, 2024, general and administrative expenses consisted mainly of advertising of $172,118, consulting fees of $94,500, stock-based compensation of $74,854, salaries and wages of $51,477 and accounting and legal fees of $41,779.

During the three and six months ended June 30, 2025, the increase was due in part to an increase to our advertising and consulting fees which increased our revenue.

Other Income (Expense)

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.

Other income (expense) was $172,727 and $(117,285) for the three and six months ended June 30, 2025, compared to $125,408 and $(673,777) for the three and six months ended June 30, 2024, an increase of $47,319, or 38%, and a decrease of $556,493, or 83%, respectively.

In the three months ended June 30, 2025, other income (expense) consisted of interest expense, net of interest income ($29,259) and change in fair value on derivative of $201,986.

In the three months ended June 30, 2024, other income (expense) consisted of interest expense, net of interest income ($48,748) and change in fair value on derivative of $174,156.

In the six months ended June 30, 2025, other income (expense) consisted of interest expense, net of interest income $(63,817) and change in fair value on derivative of $(53,468).

In the six months ended June 30, 2024, other income (expense) consisted of interest expense, net of interest income $(91,305) and change in fair value on derivative of $(582,472).

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

Net Income (Loss)

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.

Net income (loss) was $67,120 and $(331,739), or $0.02 and $(0.11) per share, for the three and six months ended June 30, 2025, compared to $113,500 and $(747,758), or $0.04 and $(0.25) per share, for the three and six months ended June 30, 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 three months ended March 31, 2025, we had positive operating cash flows.

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

During the six months ended June 30, 2025, we had slightly negative operating cash flows.

Our cash on hand as of December 31, 2024 was $112,020 and as of June 30, 2025 was $200,494.

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.

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 March 31, 2025 and December 31, 2024 were as follows:

Our cash, current assets, total assets, current liabilities, and total liabilities as of June 30, 2025, and December 31, 2024, respectively, are as follows:

Total Current Assets

Total Current and Total Liabilities

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.

Our total current assets and total assets decreased slightly during the six months ended June 30, 2025, primarily as a result of our decrease in inventory of $254,337, offset in part by an increase in cash of $88,475, a note receivable of $100,000, and a right of use asset, net-non-current of $180,811.

Our accumulated deficit increased during the six months ended June 30, 2025, by $331,739 to $19,572,083.

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

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Cash Requirements

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.

Our cash on hand as of June 30, 2025 was $200,495.

Based on our current level of revenues and potential monthly burn rate, 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 $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 had net cash used in operating activities of $77,237 for the six months ended June 30, 2025, compared to net cash from operating activities of $187,809 for the six months ended June 30, 2024.

We use our cash for normal business operations.

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.

Our net cash from operating activities

for the six months ended June 30, 2025, consisted of our net loss of $331,739, plus our right of use asset, net-non-current of $180,811 and note receivable of $100,000, offset in part by our decrease in inventory of $254,337, lease liability-long-term of $121,761, and warrants issued for services of $95,152.

Our net cash used in operating activities for the six months ended June 30, 2024, consisted of our net loss of $747,758, offset in part by change in fair value on derivative liability of $582,472, decrease in inventory of $306,661, and warrants issued for services of $193,168.

Investing Activities

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

We had cash used in investing activities of $19,302 for the six months ended June 30, 2025, consisting entirely of a fixed asset purchase.

We had zero cash used in investing activities for the six months ended June 30, 2024.

Financing Activities

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.

Our net cash provided by financing activities for the six months ended June 30, 2025 was $30,539, compared to $(59,020) for the six months ended June 30, 2024.

Our net cash provided by financing activities consisted of proceeds from the issuance of notes payable of $160,000, offset by repayment of convertible debt of $83,437, repayment of notes payable-related party of $37,524, and repayment of notes payable of $8,498.

ITEM 3 Quantitative and Qualitative Disclosures About Market Risk

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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