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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 audited financial statements and related notes elsewhere in this Form 10-K, which have been prepared in accordance with accounting principles generally accepted in the United States.
−Removed: Over the last year, we have focused on increasing revenue, maintaining our margins, and generating positive cash flow from our existing operations.
−Removed: In part, we have been successful in meeting these objectives and our business has remained relatively unchanged.
+Added: Since our acquisitions of Bergamet and UBN, we have focused on increasing revenue, maintaining our margins, and generating positive cash flow from our existing operations.
+Added: In part, at least with respect to Bergamet and UBN, we have been successful in meeting these objectives and our business has remained relatively unchanged.
+Added: In October 2025, we acquired Gummy USA, which accelerated our revenue growth and increased our gross profit.
We are a platform for acquiring, developing, patenting, marketing, and distributing plant-based nutraceuticals.
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Our mission is to acquire or create products with health and performance benefits that have mass consumer appeal.
−Removed: Guided by this mission, our first two acquisitions formed our current operating subsidiaries, BergaMet NA, LLC, which offers nutraceutical heart and immune health products, and UBN, which offers nutraceutical products for brain health.
−Removed: Based on published research from third-party sources, we believe our BergaMet NA, LLC products have been shown to support heart health, support immune response, and address metabolic syndrome.
+Added: Gummy USA added contract manufacturing and formulation services to our offering, and we now operate at the intersection of nutraceutical manufacturing, drug delivery innovation, and precision formulation technologies.
+Added: Guided by this mission, our first two acquisitions (in 2019 and 2020, respectively) formed our historical operating subsidiaries, BergaMet NA, LLC, which offers nutraceutical heart and immune health products, and UBN, which offers nutraceutical products for brain health.
+Added: Our Gummy USA acquisition (in 2025), which is operated as our subsidiary HE Gummy USA, Inc., added technical capabilities and a manufacturing architecture to support our own needs as well as those of third-parties.
Our Financial Condition and Going Concern Issues
Our net loss from inception to December 31, 2025 was $20,121,462, and we had limited cash resources at December 31, 2025 of $146,935.
−Removed: Our financial statements have been prepared on a going
−Removed: concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
+Added: Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
Our auditor’s report reflects that our ability to continue as a going concern is dependent upon our ability to raise additional capital from the sale of common stock or other means and, ultimately, the achievement of significant operating revenues.
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General and Administrative
−Removed: Our general and administrative expenses were $2,094,469 for the year ended December 31, 2024, compared to $3,865,654 for the year ended December 31, 2023, a decrease of $1,771,185, or 34%.
+Added: Our general and administrative expenses were $3,366,341 for the year ended December 31, 2025, compared to $2,094,469 for the year ended December 31, 2024, an increase of $1,271,872, or 108%.
In the year ended December 31, 2025, general and administrative expenses consisted mainly of advertising of $903,952, consulting fees of $506,843, stock-based compensation $481,782, salaries and wages of $371,679 and accounting and legal fees of $296,675.
−Removed: In the year ended December 31, 2023, general and administrative expenses consisted mainly of stock-based compensation of $1,494,191, consulting fees of $592,093, accounting and legal fees of $258,187 and salaries and wages of $198,554.
−Removed: For the year ended December 31, 2024, the decrease was due in part to catch up in stock-based compensation expense recognition .
+Added: In the year ended December 31, 2024, general and administrative expenses consisted mainly of advertising of $697,533, consulting fees of $405,050, stock-based compensation $241,858, salaries and wages of $191,200 and accounting and legal fees of $261,076.
+Added: For the year ended December 31, 2025, the increase was due in part to additional advertising spends and stock-based compensation expense recognition .
Other Income (Expense)
−Removed: Other income (expense) was $(657,522) for the year ended December 31, 2024, compared to $(229,088) for the year ended December 31, 2023, an increase of $428,434, or 340%.
+Added: Other income (expense) was $62,731 for the year ended December 31, 2025, compared to $(657,522) for the year ended December 31, 2024, a decrease of $720,253, or 146%.
In the year ended December 31, 2025, other income (expense) consisted of interest expense, net of interest income of ($210,279) and change in fair value on derivative of $273,010.
In the year ended December 31, 2024, other income (expense) consisted of interest expense, net of interest income of ($186,252) and change in fair value on derivative of $(471,270).
−Removed: Change in fair value of derivative was related to the conversion of convertible debts into shares of common stock.
+Added: Change in fair value of derivative was related to reduction in convertible debts balances and the conversion of convertible debts into shares of common stock.
Net Income (Loss)
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Liquidity and Capital Resources
−Removed: During the year ended December 31, 2024, we had positive operating cash flows.
+Added: During the year ended December 31, 2025, we had significant positive operating cash flows.
Our cash on hand as of December 31, 2024 was $146,935.
−Removed: While we had positive net cash from operations for the year ended December 31, 2024, our monthly cash flow burn rate for the year ended December 31, 2023 was $35,000.
−Removed: We have both short- and medium-term cash needs.
+Added: While we had positive net cash from operations for the years ended December 31, 2025 and 2024, we have both short- and medium-term cash needs.
We anticipate that these needs will be satisfied through increased revenues and the issuance of debt or the sale of our securities until such time as our cash flows from operations will consistently satisfy our cash flow needs.
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Total Current Assets
−Removed: Total Current and Total Liabilities
−Removed: Our total current assets and total assets decreased slightly during the year ended December 31, 2024 primarily as a result of our decrease in inventory of $265,067, offset in part by an increase in cash of $92,579.
+Added: Total Current and Non-current Liabilities
+Added: Our total current assets decreased slightly during the year ended December 31, 2025 primarily as a result of our decrease in inventory of $517,859, offset in part by an increase in accounts receivable of $176,747 and cash of $34,916.
+Added: Our total assets increased significantly as a result of our increase in fixed assets of $4,229,638, goodwill of $20,930,662, and right of use asset, net of $513,929.
Our accumulated deficit increased during the year ended December 31, 2025, by $881,119 to $20,121,462.
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Our cash on hand as of December 31, 2025 was $146,935.
−Removed: Based on our current level of revenues and monthly burn rate for 2023 of approximately $35,000 per month, we will need to continue to fund operations by raising capital from the sale of our stock and debt financings.
+Added: While we had positive net cash from operations for the years ended December 31, 2025 and 2024, we have both short- and medium-term cash needs and 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
−Removed: We had net cash from operating activities of $281,968 for the year ended December 31, 2024, compared to net cash used in operating activities of $(415,749) for the year ended December 31, 2023.
+Added: We had net cash from operating activities of $165,520 for the year ended December 31, 2025, compared to $281,968 for the year ended December 31, 2024.
We use our cash for normal business operations.
+Added: Our net cash from operating activities for the year ended December 31, 2025 consisted of our net loss of $881,119, offset by increase in inventory of $546,161, and common stock issued for services of $384,150 and warrants issued for services of $309,500, offset in part by our change in fair value on derivative liability of $273,010.
Our net cash from operating activities for the year ended December 31, 2024 consisted of our net loss of $840,671, offset in part by our change in fair value on derivative liability of $471,270, warrants issued for services of $301,858, and our decrease in inventory of $265,067.
−Removed: Our net cash used in operating activities for the year ended December 31, 2023 consisted of our net loss of $2,472,931, offset in part by our warrants issued for services of $1,639,191 and decrease in inventory of $192,845.
Investing Activities
−Removed: We had zero cash flows provided by investing activities for the years ended December 31, 2024 and 2023.
+Added: Our net cash provided by investing activities was $56,301 for the year ended December 31, 2025, compared to zero for the year ended December 31, 2024.
+Added: Our net cash provided by investing activities for the year ended December 31, 2025 consisted of the Gummy USA merger of $75,603 and fixed asset purchases of $19,302.
Financing Activities
−Removed: Our net cash provided by financing activities for the year ended December 31, 2024 was $(189,389), compared to $369,539 for the year ended December 31, 2023.
−Removed: Our net cash provided by financing activities consisted primarily of proceeds from the issuance of notes payable of $94,000 and proceeds from the issuance of notes payable related party of $314,800, offset by repayment of notes payable of $489,123 and repayment of convertible debt of $103,666.
+Added: Our net cash used in financing activities for the year ended December 31, 2025 was $186,906, compared to $189,389 for the year ended December 31, 2024.
+Added: Our net cash used in financing activities for the year ended December 31, 2025 consisted primarily of proceeds from the issuance of notes payable related party of $400,000 and proceeds from the issuance of notes payable of $160,000, offset by payments for repayment of convertible debt of $212,780, payments for repayment of notes payable of $456,670, and payments for repayment of notes payable related party of $77,455.
ITEM 7A – 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.