What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-08-13 · 221 added, 177 removed, 769 unchanged (34% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2025 AND DECEMBER 31, 2024

AS OF SEPTEMBER 30, 2025 AND DECEMBER 31, 2024

CURRENT ASSETS

5 unchanged sentences

Total current assets

NON-CURRENT ASSETS

Patents/Trademarks

Right of use asset, net - non-current

Total other assets

Long-term investment

Right of use asset

Total non-current assets

LIABILITIES AND STOCKHOLDERS' EQUITY

15 unchanged sentences

STOCKHOLDERS' EQUITY

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

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

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,

16,870,868 shares issued and outstanding as of September 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 AND SIX MONTHS ENDING JUNE 30, 2025 AND 2024

FOR THE THREE MONTHS ENDING

FOR THE SIX MONTHS ENDING

FOR THE THREE MONTHS AND NINE MONTHS ENDING SEPTEMBER 30, 2025 AND 2024

FOR THE THREE MONTH ENDING

FOR THE NINE MONTHS ENDING

SEPTEMBER 30,

COST OF REVENUE

12 unchanged sentences

$ ( 727,133 )

$ ( 393,742 )

Income/(Loss) per share - basic and diluted

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

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

Balance - June 30, 2023

FOR THE THREE MONTHS AND NINE MONTHS ENDING SEPTEMBER 30, 2025 AND 2024

Balance - September 30, 2023

( 18,021,058 )

2 unchanged sentences

Fair value of options and warrants issued

Issuance of common stock-restricted stock units issued

Purchase of treasury stock

Net (loss) for the period

Balance - June 30, 2024

Balance - September 30, 2024

( 18,793,415 )

2 unchanged sentences

Fair value of options and warrants issued

Purchase of treasury stock

Gummy USA Merger

Net (loss) for the period

Balance - June 30, 2025

Balance - September 30, 2025

( 19,967,477 )

2 unchanged sentences

CONSOLIDATED STATEMENT OF CASH FLOWS

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

FOR THE SIX MONTHS ENDING

FOR THE THREE MONTHS AND NINE MONTHS ENDING SEPTEMBER 30, 2025 AND 2024

FOR THE NINE MONTHS ENDING

SEPTEMBER 30,

Cash Flows from Operating Activities:

21 unchanged sentences

Lease liability - long-term

Net Cash provided by Operating Activities

Net Cash provided by (used in) Operating Activities

Cash Flows from Investing Activities:

Fixed Asset Purchase

Net cash used in Investing Activities:

Cash flows provided by (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,

4 unchanged sentences

Payments for repayment of noted payable - related party

Loan origination fees

Net Cash provided by (used in) Financing Activities

Increase in cash

Increase (decrease) in cash

Cash at beginning of period

3 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025 and 2024

September 30, 2025 and 2024

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

10 unchanged sentences

Green Valley and OPM were subsequently revoked.

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 became 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 represented 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.

On September 26, 2025, we rescinded the MIPA as of its effective date.

On September 30, 2025, effective as of October 1, 2025, we entered into an Agreement and Plan of Merger with GUSA and Swanson, pursuant to which GUSA was merged with and into our wholly-owned subsidiary, HE Gummy USA, Inc., a Nevada corporation.

We re-issued the Purchase Shares, which continued to represent 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.

In connection with the transaction, as of September 30, 2025 and 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 Donald 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.

The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, there was no solicitation, and Swanson is an accredited and sophisticated shareholder.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2 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 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.

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

The results of operations for the nine months ended September 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.

30 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 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:

As of September 30, 2025 and December 31, 2024, the total of inventory allowance was $ 92,340 and $ 781,759 .

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

SEPTEMBER 30,

Inventory Classes:

13 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 June 30, 2025, the Company believes that based upon qualitative factors, no impairment of indefinite-lived intangible assets is necessary.

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

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

15 unchanged sentences

accordingly, the intangibles associated with these revenue streams have been tested with the expected cash flows.

Long-term investment

On July 19, 2025, the Company entered into a Membership Interest Purchase Agreement (the “MIPA”) with Gummy USA LLC (“GUSA”) and its sole member, Donald Swanson (“Swanson”).

Under the terms of the MIPA, the Company acquired 100% of the outstanding membership interests of GUSA, and GUSA became a wholly owned subsidiary of the Company.

As consideration for the acquisition, the Company issued 13,075,920 shares of its common stock (the “Purchase Shares”) to Swanson.

The Purchase Shares

represented approximately 77.5% of the Company’s issued and outstanding common stock immediately following the transaction.

The total fair value of the shares issued was $23,536,656.

During July 2025, the Company identified certain unforeseen complications related to the structure and timing of the transaction and determined that it would pursue a rescission of the MIPA, while continuing to work toward completing a revised merger with GUSA.

On September 26, 2025, the Company formally rescinded the MIPA, effective as of its original date.

On September 30, 2025, effective as of October 1, 2025, the Company entered into an Agreement and Plan of Merger with GUSA and Swanson, pursuant to which GUSA was merged with and into the Company’s wholly owned subsidiary, HE Gummy USA, Inc., a Nevada corporation.

Management did not cancel or reverse the previously issued Purchase Shares upon rescission of the MIPA.

Instead, the related amount has been recorded and presented as a long-term investment as of September 30, 2025, pending completion of the merger and related consolidation analysis.

Debt with Warrants

53 unchanged sentences

Concentration

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.

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

At September 30, 2025 and December 31, 2024, there were no uncertain tax positions that required accrual.

Fair Value Measurements

10 unchanged sentences

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

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

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

Fair Value at December 31, 2023

2 unchanged sentences

Derivative liability

Fair Value at June 30, 2025

June 30, 2025

Fair Value at September 30, 2025

September 30, 2025

Derivative liability

1 unchanged sentence

Derivative liability

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 details of derivative liability transactions for the nine months ended September 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 six months ended June 30, 2025

Issued during the nine months ended September 30, 2025

Derivative liabilities debt discount

Change in fair value recognized in operations

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.

Converted during the nine months ended September 30, 2025

Balance, September 30, 2025

The Company did not transfer any assets or liabilities measured at fair value on a recurring basis between levels during the nine months ending September 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 six months ended June 30, 2025, the Company did not issue any convertible debt.

During the nine months ended September 30, 2025, the Company did not issue any convertible debt.

Recent Accounting Pronouncements

5 unchanged sentences

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 six months

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

As a result, the Company incurred accumulated net losses from Inception (December 19, 2014) through the nine months ended September 30, 2025 of $ 19,967,477 .

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 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.

For the nine months ended September 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

Maturity Date

Interest Rate

Original Principal Amount

Balance at June 30, 2025

Balance at December 31, 2024

September 30,

Unsecured debt A

8 unchanged sentences

November 13, 2027

Unsecured debt N

July 21, 2025

July 20, 2026

Unsecured debt O

July 31, 2025

January 31 st , 2026

Total notes payable

6 unchanged sentences

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

As of June 30, 2025, the outstanding principal balance of unsecured debt A totaled $666.

As of September 30, 2025, the outstanding principal balance of unsecured debt A totaled $666.

Unsecured debt H:

1 unchanged sentence

The net proceeds from this line of credit were $75,000.

The loan is unsecured and is due for repayment on January 1, 2024.

The loan is unsecured and was due for repayment on January 1, 2024.

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

If the Company defaults on the loan, the holder of the note can declare all or any portion of the unpaid balance with all accrued interest immediately due and payable.

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

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

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

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

Unsecured debt I:

1 unchanged sentence

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

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

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

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

If the Company defaults on the loan, the holder of the note can declare all or any portion of the unpaid balance with all accrued interest immediately due and payable.

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

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, 2025, the outstanding principal balance of unsecured debt 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.

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

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

There were two months of no payments and then interest started accruing.

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

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

Unsecured debt N:

On July 21, 2025, the Company received an unsecured loan in the principal of $325,000 with a loan origination fee in the amount of $32,500, which will be amortized over the life of the loan as interest expense.

The net proceeds from this loan were $325,000.

The loan is unsecured and is due for repayment on July 20, 2026.

Interest will accrue at an interest rate of 12% per annum on any unpaid principal amount.

If the Company defaults on the loan, the holder of the note can declare all or any portion of the unpaid balance with all accrued interest immediately due and payable.

As of September 30, 2025, the outstanding principal balance of unsecured debt N totaled $333,125.

Unsecured debt O:

On July 31, 2025, the Company received an unsecured loan in the principal of $75,000 with a loan origination fee in the amount of $7,500, which will be amortized over the life of the loan as interest expense.

The net proceeds from this loan were $75,000.

The loan is unsecured and is due for repayment on January 31, 2026.

Interest will accrue at an interest rate of 12% per annum on any unpaid principal amount.

If the Company defaults on the loan, the holder of the note can declare all or any portion of the unpaid balance with all accrued interest immediately due and payable.

As of September 30, 2025, the outstanding principal balance of unsecured debt O totaled $78,000.

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

14 unchanged sentences

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

June 30, 2025

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

September 30, 2025

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

Weighted average remaining lease term – operating leases (in years)

Average discount rate – operating leases

June 30, 2025

September 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 six months)

2025 (remaining three months)

2029 and thereafter

3 unchanged sentences

NOTE 6 – NOTES PAYABLE

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

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

Issuance Date

Maturity Date

Interest Rate

Original Principal Amount

Balance at June 30, 2025

Balance at December 31, 2024

September 30,

Unsecured debt B

18 unchanged sentences

October 15, 2025

Secured debt L

Secured debt M

June 20, 2025

13 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 June 30, 2025, the principal balance of the note was paid off.

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

As of September 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.

6 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 June 30, 2025, the outstanding principal balance of unsecured debt D totaled $0.

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

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

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

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

As of September 30, 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 K.

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

Secured debt L:

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

Secured debt M:

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

3 unchanged sentences

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.

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

As of September 30, 2025 the principal balance of secured debt M was $110,613.

NOTE 7 – CONVERTIBLE DEBT

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

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

Issuance Date

Maturity Date

Interest Rate

Original Principal Amount

Balance at June 30, 2025

Balance at December 31, 2024

September 30,

Convertible promissory note #1

15 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 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:

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

The fair value of the derivative as of September 30, 2025 was determined to be $68,821 using the Black-Scholes option pricing model based on the following assumptions:

common share price of $1.60 per share;

5 unchanged sentences

The Company originally recorded a derivative liability in the amount of $9,649.

The fair value of the derivative liability is remeasured each reporting period using the Black-Scholes option pricing model, and the change in fair value is recorded as an adjustment to the derivative liabilities account with the unrealized gains or losses reflect in other income – change in fair value on derivative.

The fair value of the derivative liability is remeasured each reporting period using the Black-Scholes option pricing model, and

the change in fair value is recorded as an adjustment to the derivative liabilities account with the unrealized gains or losses reflect in other income – change in fair value on derivative.

Convertible promissory note #2:

3 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 June 30, 2025, the principal balance of the note was paid off the principal balance of the note was paid off.

As of September 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 June 30, 2025 was paid in full.

The outstanding balance on convertible promissory note #3 as of September 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.

2 unchanged sentences

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:

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

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

common share price of $1.94 per share;

17 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 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 outstanding balance on convertible promissory note #4 as of September 30, 2025 was $177,207.

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:

June 30, 2025

September 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 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:

During the nine months ended September 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 nine months ended September 30, 2025 resulted in a gain of $ 67,423 .

The details of derivative liability transactions for the months ended September 30, 2025 and year ended December 31, 2024 are as follows:

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

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Balance, December 31, 2024

Issued during the six months ended June 30, 2025

Issued during the nine months ended September 30, 2025

Derivative liabilities debt discount

Change in fair value recognized in operations

Converted during the six months ended June 30, 2025

Balance, June 30, 2025

Converted during the nine months ended September 30, 2025

Balance, September 30, 2025

NOTE 9 – INCOME TAXES

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

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

Federal statutory rate due to the following:

September 2025

September 2024

Federal statutory income tax rate

Change in valuation allowance

The components of the deferred tax assets and liabilities at June 30, 2025 and 2024 are as follows:

The components of the deferred tax assets and liabilities at September 30, 2025 and 2024 are as follows:

September 2025

September 2024

Long-term deferred tax assets:

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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 June 30, 2025, there are no outstanding shares of preferred stock.

As of September 30, 2025, there are no outstanding shares of preferred stock.

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

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They were issued at $2.00 per share.

During the three months ended September 30, 2025, the Company issued 653,458 shares of common stock for services.

They were issued at $1.80 per share, but 520,958 elected to use the current 409a valuation.

On July 19, 2025, the Company issued 13,075,920 shares of common stock due to the merger with Gummy USA, LLC.

These shares were rescinded on September 26, 2025.

The shares of common stock were reissued as of October 1, 2025.

There were no shares issued during the first quarter 2024.

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

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

During the three months ended December 31, 2024, there were no shares issued.

Warrant Issuances

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Outstanding at December 31, 2024

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.

Outstanding at September 30, 2025

Vested and expected to vest at September 30, 2025

Exercisable at September 30, 2025

At September 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

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Omnibus Stock Grant and Option Plan

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

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

Outstanding at December 31, 2024

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:

Outstanding at September 30, 2025

Vested and expected to vest at September 30, 2025

Exercisable at September 30, 2025

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

Non-vested at December 31, 2024

Non-vested at June 30, 2025

Non-vested at September 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 June 30, 2025, the intrinsic value of these restricted stock unit was $0 as the Company decided to let these restricted stock units expire.

As of September 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:

June 30, 2025

September 30, 2025

December 31, 2024

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NOTE 11 – BUSINESS SEGMENT INFORMATION

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.

As of September 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 nine months ended September 30 , 2025.

HEALTH SUPPLEMENTS

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Depreciation and Amortization

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.

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 nine months ended September 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 six months ending June 30, 2025 and 2024.

Our largest customers, Natural Grocers and Emerson Ecologics, LLC, account for less than 1% of our total sales in the nine months ending September 30, 2025 and 2024.

NOTE 12 – SUBSEQUENT EVENTS

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.

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.

The Company evaluated its September 30, 2025 financial statements for subsequent events through November 14, 2025, the date the financial statements were available to be issued.

We re-issued the Purchase Shares, thirteen million seventy-five thousand nine hundred twenty (13,075,920) shares of our common stock, which continued to represent 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.

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Moreover, financing will likely be dilutive to our stockholders.

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.

Results of Operations for the Three and Nine Months Ended September 30, 2025 and 2024

We had revenues of $917,975 and $2,817,910 for the three and nine months ended September 30, 2025, compared to $744,916 and $2,342,091 for the three and nine months ended September 30, 2024.

Our cost of revenue for the three and nine months ended September 30, 2025 were $470,725 and $1,352,848, compared to $142,456 and $845,185 for the three and nine months ended September 30, 2024.

Our operating expenses were $907,363 and $2,139,630 for the three and nine months ended September 30, 2025, compared to $517,068 and $1,485,945 for the three and nine months ended September 30, 2024.

Our operating expenses consisted entirely of general and administrative expenses.

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.

Our net income (loss) was $(395,394) and $(727,133) for the three and nine months ended September 30, 2025, compared to $354,466 and $(393,742) for the three and nine months ended September 30, 2024.

Revenues and Net Operating Loss

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:

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

September 30,

Cost of Revenue

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Net income (loss)

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 had revenues of $917,975 and $2,817,910 for the three and nine months ended September 30, 2025, compared to $744,916 and $2,342,091 for the three and nine months ended September 30, 2024, an increase of $173,058, or 23%, and $475,819, or 20%, 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 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.

Our cost of revenue for the three and nine months ended September 30, 2025 were $470,725 and $1,352,848, compared to $142,456 and $845,185 for the three and nine months ended September 30, 2024, an increase of $328,268, or 230%, and $507,663, or 60%, respectively.

Gross profit for the three and nine months ended September 30, 2025 was $447,250 and $1,465,062, compared to $602,460 and $1,496,906 for the three and nine months ended September 30, 2024, a decrease of $155,210, or 52%, and $31,844, or 49%, respectively.

Cost of revenue as a percentage of revenues was 51% and 48% for the three and nine months ended September 30, 2025, compared to 19% and 36% for the three and nine months ended September 30, 2024.

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

General and Administrative

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.

Our general and administrative expenses were $907,363 and $2,139,630 for the three and nine months ended September 30, 2025, compared to $517,068 and $1,485,945 for the three and nine months ended September 30, 2024, an increase of $390,295, or 75%, and $653,685, or 44%, respectively.

In the three months ended September 30, 2025, general and administrative expenses consisted mainly of advertising of $380,540, consulting fees of $103,350, stock-based compensation of $288,865, salaries and wages of $49,271 and accounting and legal fees of $65,151.

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

During the three and nine months ended September 30, 2025, the increase was due in part to an increase to our advertising which increased our revenue and stock-based compensation for services.

Other Income (Expense)

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).

Other income (expense) was $64,720 and $(52,565) for the three and nine months ended September 30, 2025, compared to $269,074 and $(404,703) for the three and nine months ended September 30, 2024, a decrease of $204,354, or 76%, and $352,138, or 87%, respectively.

In the three months ended September 30, 2025, other income (expense) consisted of interest expense, net of interest income ($56,172) and change in fair value on derivative of $120,891.

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 nine months ended September 30, 2025, other income (expense) consisted of interest expense, net of interest income $(119,988) and change in fair value on derivative of $67,423.

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).

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 $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.

Net income (loss) was $(395,394) and $(727,133), or $(0.06) and $(0.11) per share, for the three and nine months ended September 30, 2025, compared to $354,466 and $(393,742), or $0.12 and $(0.13) per share, for the three and nine months ended September 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 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.

During the nine months ended September 30, 2025, we had negative operating cash flows.

Our cash on hand as of December 31, 2024 was $112,020 and as of September 30, 2025 was $189,452.

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

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

September 30,

Total Current Assets

Total Current and Total Liabilities

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.

Our total current assets increased slightly during the nine months ended September 30, 2025 primarily because of an increase in note receivable of $391,890, offset in part by a decrease in inventory of $394,694.

Our total assets increased substantially during the nine months ended September 30, 2025, as a result of an increase in goodwill of $23,536,656 from our acquisition of Gummy USA LLC.

Our accumulated deficit increased during the nine months ended September 30, 2025, by $727,133 to $19,967,477.

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 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.

Our cash on hand as of September 30, 2025 was $189,452.

Based on our current level of revenues and potential monthly burn rate of approximately $20,000, 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 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 had net cash used in operating activities of $242,634 for the nine months ended September 30, 2025, compared to net cash from operating activities of $240,090 for the nine months ended September 30, 2024.

We use our cash for normal business operations.

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.

Our net cash from operating activities for the nine months ended September 30, 2025, consisted of our net loss of $727,133, plus our increase in note receivable of $391,890 and right of use asset, net-non-current of $166,086, offset in part by our decrease in inventory of $394,694, common stock issued for services of $384,150, warrants issued for services of $187,464, and lease liability-long-term of $105,219.

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

Investing Activities

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.

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

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

Financing Activities

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.

Our net cash provided by financing activities for the nine months ended September 30, 2025 was $339,368, compared to $(159,129) for the nine months ended September 30, 2024.

Our net cash provided by financing activities consisted of proceeds from issuance of notes payable-related party of $440,000 and proceeds from the issuance of notes payable of $160,000, offset by repayment of convertible debt of $146,904, repayment of notes payable-related party of $57,179, and repayment of notes payable of $56,549.

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