What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-04-09 compared with 2025-04-01 · 315 added, 161 removed, 682 unchanged (41% of the section changed)

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Report of Independent Registered Public Accounting Firm

To all Board of Directors and Shareholders

To the Board of Directors and Stockholders,

Healthy Extracts Inc.

OPINION ON THE FINANCIAL STATEMENTS

OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS

We have audited the accompanying consolidated balance sheets of Healthy Extracts Inc.

(the “company”) as of December 31, 2024 and 2023, and the related consolidated statements of income, stockholders’ equity, and cash flows for the years then ended December 31, 2024 and 2023 and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of Healthy Extracts Inc.

as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

(the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, change in stockholders’ equity, and cash flows for the years then ended December 31, 2025 and 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended December 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.

BASIS FOR OPINION

These financial statements are the responsibility of the entity’s management.

Our responsibility is to express an opinion on these financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the entity in accordance with the U.S.

These consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

COMPANY’S ABILITY TO CONTINUE AS A GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the financial statements, the Company’s operating losses raise substantial doubt about its ability to continue as a going concern.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the consolidated financial statements, the entity has suffered recurring losses from operations and has a accumulated deficit that raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 3.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

Bush & Associates CPA LLC

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgements.

We determined that the following is a critical audit matter:

Acquisition of Gummy USA LLC

As described in Note 12 to the consolidated financial statements, on July 19, 2025, the Company completed the acquisition of Gummy USA LLC (“Gummy USA”) pursuant to a membership interest purchase agreement.

In connection with the transaction, Gummy USA became a wholly owned subsidiary of the Company.

The consideration transferred consisted of the issuance of 13,075,920 shares of the Company’s common stock to the former owner of Gummy USA, Donald Swanson, and the transaction was reported as having an implied value of approximately $21.6 million.

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 Gummy USA.

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 Gummy USA and Swanson, pursuant to which GUSA was merged with and into the Company’s wholly owned subsidiary, HE Gummy USA, Inc., a Nevada corporation.

We identified the accounting for this acquisition as a critical audit matter because of the significant judgment required by management in determining (1) whether the Company obtained control of Gummy USA, (2) the appropriate acquisition date, (3) valuing equity consideration;

(4) the identification and valuation of assets acquired and liabilities assumed;

(4) goodwill calculation as residual.

Auditing these valuations required a high degree of auditor judgment as well as the involvement of our valuation specialist.

Our audit procedures related to the Company’s accounting for the acquisition included the following, among others:

§ Understand the transaction structure, acquisition date, and identify the acquirer.

§ Agree the total consideration to transaction documents and records.

§ Verify identification and fair-value allocation of identifiable assets (PP&E, intangibles) and liabilities assumed.

§ Engaging our valuation specialists to assist in evaluating the appropriateness of the valuation methodologies and key assumptions (growth rates, discount rates, multiples, terminal value) in the client’s valuation report.

§ Test the underlying financial data (revenue, EBITDA, working capital) used in the valuation against Gummy USA’s financials.

§ Obtaining and reviewing the Stock Purchase Agreement and related documents to understand the terms and conditions of the transaction

§ Testing the mathematical accuracy of management’s calculations

§ Evaluating the adequacy of the Company’s disclosures related to the acquisition

/s/ Bush & Associates CPA LLC

We have served as the Company’s auditor since 2024.

Henderson, Nevada

March 31, 2025

Las Vegas, Nevada

April 08, 2026

PCAOB ID Number 6797

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Patents/Trademarks

Right of use asset, net - non-current

Total other assets

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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

STOCKHOLDERS' EQUITY

Preferred stock, $ 0.001 par value, 75,000,000 shares authorized, no 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 December 31, 2024, and

2,954,104 shares issued and outstanding as of December 31, 2023, respectively

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

Additional paid-in capital

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FOR THE TWELVE MONTHS ENDING DECEMBER 31, 2025 AND 2024

FOR THE TWELVE

MONTHS ENDING

FOR THE TWELVE MONTHS ENDING

COST OF REVENUE

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Net income/(loss) before income tax provision

( 2,472,931 )

NET INCOME/(LOSS)

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE TWEVLE MONTHS ENDING DECEMBER 31, 2024 AND 2023

FOR THE TWELVE MONTHS ENDING DECEMBER 31, 2025 AND 2024

Balance - December 31, 2023

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Issuance of common stock for services

Fair value of restricted stock units

Fractional shares adjustment from reverse split

Fair value of options and warrants issued

Issuance of common stock-restricted stock units issued

Purchase of treasury stock

Net (loss) for the period

( 2,472,931 )

Balance - December 31, 2024

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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

Purchase of treasury stock

Acquisition of Gummy USA LLC

Net (loss) for the period

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( 20,121,462 )

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

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

HEALTHY EXTRACTS INC.

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FOR THE TWELVE MONTHS ENDING DECEMBER 31, 2025 AND 2024

FOR THE TWELVE

MONTHS ENDING

FOR THE TWELVE MONTHS ENDING

Cash Flows from Operating Activities:

Net Income/(Loss)

Net (Loss)/ Income

$ ( 881,119 )

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Discount expensed from note payable and convertible notes

Common stock issued for services

Warrants issued for services

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Offering costs

Cost in acquisition of Hyperion/OP&M

Right of use asset, net

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Cash Flows from Investing Activities:

Fixed asset purchase

Acquisition of Gummy USA LLC

Cash flows provided by (used in) Investing Activities:

Cash Flows from Financing Activities:

Proceeds from issuance of common stock

Payments for treasury stock

Proceeds from issuance of convertible debt,

Payments for repayment of convertible debt

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Payments for repayment of noted payable - related party

Loan origination fees

Net Cash provided by (used in) Financing Activities

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(the “Company”) was incorporated in the State of Nevada on December 19, 2014 as Grey Cloak Tech Inc.

On October 23, 2020, we changed our name from Grey Cloak Tech Inc.

On October 23, 2020, the Company changed its name from Grey Cloak Tech Inc.

to Healthy Extracts Inc.

to more accurately reflect our business.

to more accurately reflect its business.

The Company has acquired BergaMet NA, LLC and Ultimate Brain Nutrients, LLC which market and sell health supplemental products.

On October 1, 2025, the Company acquired Gummy USA which manufactures supplemental gummies.

On January 13, 2023, the Company entered into an Acquisition Agreement for the acquisition of Hyperion, L.L.C.

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Green Valley and OPM were subsequently revoked.

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”), pursuant to which the Company acquired one-hundred percent (100%) of the outstanding membership interests of GUSA, which became its wholly-owned subsidiary.

As consideration for the purchase, the Company issued thirteen million seventy-five thousand nine hundred twenty (13,075,920) shares of its common stock (the “Purchase Shares”) which represented 77.5% of its 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 the Company’s 154,306 outstanding options and warrants.

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

The Company re-issued the Purchase Shares, which continued to represent 77.5% of its 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 the Company’s 154,306 outstanding options and warrants.

In connection with the transaction, as of September 30, 2025 and as consideration for the purchase, the Company issued thirteen million seventy-five thousand nine hundred twenty (13,075,920) shares of its common stock (the “Purchase Shares”) which represented 77.5% of its 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 the Company’s 154,306 outstanding options and warrants.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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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 December 31, 2024 and the results of operations and cash flows for the periods presented.

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 December 31, 2025 and the results of operations and cash flows for the periods presented.

The results of operations for the year ended December 31, 2025 are not necessarily indicative of the operating results for the full fiscal year or any future period.

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Actual results could differ from these good faith estimates and judgments.

In regards to inventory write-offs and allowances, our Company determines the net realizable value by using the various factors as follows:

In regards to inventory write-offs and allowances, the Company determines the net realizable value by using the various factors as follows:

excess or slow-moving inventories (12 months or more of inventory on hand), expiration dates (within 12 months of the current reporting period), current and future product demand, production planning, and market conditions.

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Management has provided for any risks in the current inventory allowance booked.

As for revenue adjustments for discounts, allowances and refunds, we treat each of these items differently.

When it comes to revenue discounts, we will create the invoice for the product sold which will include any discounts given.

These discounts usually happen for a short period of time for sales that we will offer around holidays.

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.

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

We will book the credit memo at the full value of the customer original order.

As for revenue adjustments for discounts, allowances and refunds, the Company treats each of these items differently.

When it comes to revenue discounts, the Company will create the invoice for the product sold which will include any discounts given.

These discounts usually happen for a short period of time for sales that the Company will offer around holidays.

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

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

If the Company does receive any returned orders, it will directly book those orders as refunds the day it receives the call from the customer requesting the refund.

The Company will book the credit memo at the full value of the customer original order.

For purposes of clarity and ease of presentation, all dollar amounts in these financial statements have been rounded to the nearest whole number.

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Finally, the net realizable value is determined by using the various factors as following:

excess or slow-moving inventories (12 months or more of inventory on hand), expiration dates (within 12 months of the

current reporting period), current and future product demand, production planning, and market conditions.

If any of these factors are found in the reporting period, management will review each item and determine if any additional allowances or write-offs need to be made.

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Inventory allowance

( 1,611,257 )

Total inventory, net

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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 December 31, 2024, after working through our analysis of goodwill during the year ended December 31, 2024.

No goodwill impairment indicators were present, for the goodwill listed on the books as of December 31, 2025, after working through its analysis of goodwill during the year ended December 31, 2025.

The Company has determined that the method applied represents the fair value of the asset group principally because the valuation of the intangibles with the asset group is based on the anticipated cash flows related to the revenue stream from its customers.

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

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.

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· Fair value of five years of revenue (2025 to 2029):

we discounted our cash flows to the anticipated cash projected to be received.

We also projected the anticipated cash outflows required to service these customers.

If the asset group was to be valued as a whole, we would expect an income approach based on the revenues being generated from the customers and expenses required to service those customers, appropriately adjusted for the working capital position.

the Company discounted its cash flows to the anticipated cash projected to be received.

The Company also projected the anticipated cash outflows required to service these customers.

If the asset group was to be valued as a whole, the Company would expect an income approach based on the revenues being generated from the customers and expenses required to service those customers, appropriately adjusted for the working capital position.

The sum of these values reasonably approximates this approach.

The Company’s revenue streams align directly with the intangibles, which were recorded as a result of the BergaMet acquisition in fiscal 2019.

For purposes of the Step 2 recoverability test under ASC 360 subsection 2.3., the net revenues from BergaMet customers base were used.

The Company’s revenue streams align directly with the intangibles, which were recorded as a result of the BergaMet acquisition in fiscal 2019 and the merger of Gummy USA LLC on October 1, 2025.

For purposes of the Step 2 recoverability test under ASC 360 subsection 2.3., the net revenues from BergaMet and Gummy USA LLC customers base were used.

The revenue stream fairly reflects anticipated future cash flows;

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 .

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 December 31, 2025, pending completion of the merger and related consolidation analysis.

Debt with Warrants

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Convertible Debt – Derivative Treatment

When the Company issues debt with a conversion feature, we must first assess whether the conversion feature meets the requirements to be treated as a derivative, as follows:

(a) one or more underlying’s, typically the price of our common stock;

When the Company issues debt with a conversion feature, it must first assess whether the conversion feature meets the requirements to be treated as a derivative, as follows:

(a) one or more underlying’s, typically the price of its common stock;

(b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion;

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and (b) classified in stockholders’ equity in its balance sheet.

If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using a Black-Scholes Option-Pricing model upon the date of issuance.

If the conversion feature within convertible debt meets the requirements to be treated as a derivative, the Company estimates the fair value of the convertible debt derivative using a Black-Scholes Option-Pricing model upon the date of issuance.

If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense.

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Mostly, revenues are recognized at the time of shipment to the customer with the price being fixed and determinable and collectability assured, provided title and risk of loss is transferred to the customer.

Most of our shipping and handling costs are built into the transaction price, but if the customer asks for express shipping, the costs charged to customers are classified as sales, and the shipping and handling costs incurred are included in cost of sales.

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

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

All of our customer sales for Healthy Extracts Inc.

Most of the Company’s shipping and handling costs are built into the transaction price, but if the customer asks for express shipping, the costs charged to customers are classified as sales, and the shipping and handling costs incurred are included in cost of sales.

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

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

All of its customer sales for Healthy Extracts Inc.

and Ultimate Brain Nutrients, LLC are recognized as revenue under the subsidiary of BergaMet N.A., LLC.

All three divisions of the Company sell plant-based nutraceuticals to our end using customers.

All three divisions of the Company sell plant-based nutraceuticals to its end using customers.

HE Gummy USA, Inc.

recognizes revenue from one main source – manufacturing.

The Company’s sales channels are through third party customers by white labeling the products produced.

The Company evaluates the criteria pursuant to ASC 606-10-55.

Some of the different considerations that we use because of their significance are as follows:

Some of the different considerations that it uses because of their significance are as follows:

Collectability - payment has to be made prior to shipment unless the customer has agreed upon terms.

Guaranties – we offer a money back to customers if they are unhappy with our products.

Principal versus Agent Considerations - currently we are the principal and have not engaged an agent at this time and we have not recognized any revenues under the agent considerations.

Guaranties – the Company offers a money back guarantee to customers if they are unhappy with its products.

Principal versus Agent Considerations - currently the

Company is the principal and has not engaged an agent at this time and has not recognized any revenues under the agent considerations.

Revenue is recognized when, or as, control of a promised merchandise or service is shipped to the customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring title of those products or services and are recorded net of and discounts or allowances.

Shipping costs paid by the customer are included in revenue.

Merchandise sales are fulfilled with inventory held in

our warehouse in Henderson, NV.

Merchandise sales are fulfilled with inventory held in the Company’s warehouses in Henderson, NV and Sarasota, FL.

Therefore, the Company’s contracts have a single performance obligation (shipment of product).

If the Company receives a request for refund on a customer obligation, the Company will refund the full cost of the obligation due to our money back guarantee.

Historically, we have done a valuation of our sales allowance account (customer returns).

In 2024 our return percentage was 0.007% of sales and 2023 was 0.008% of sales.

If the Company receives a request for refund on a customer obligation, the Company will refund the full cost of the obligation due to its money back guarantee.

Historically, the Company has done a valuation of its sales allowance account (customer returns).

In 2025, the Company’s return percentage was 0.007% of sales and 2024 was 0.007% of sales.

Due to the low refund percentage management decided there was not a need for an estimated adjustment for allowances and refunds due to materiality.

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Concentration

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

There is no concentration of revenue for the year ended December 31, 2024 and for the year ended December 30, 2025 for BergaMet N.A., LLC because the revenue was earned from multiple customers, but Gummy USA LLC does have a concentration of revenue for the fourth quarter of 2025 due to only having two 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.

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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.

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Balance, December 31, 2025

The Company did not transfer any assets or liabilities measured at fair value on a recurring basis between levels during the year ending December 31, 2024 and December 31, 2023.

The Company did not transfer any assets or liabilities measured at fair value on a recurring basis between levels during the year ended December 31, 2025 and year ended 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.

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The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using the Black-Sholes option pricing model upon the date of issuance.

If the conversion feature within convertible debt meets the requirements to be treated as a derivative, the Company estimates the fair value of the convertible debt derivative using the Black-Sholes option pricing model upon the date of issuance.

If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense.

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

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

During the year ended December 31, 2025, the Company did not issue any convertible debt.

Recent Accounting Pronouncements

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

The Company’s revenues are recognized when control of the promised goods or services is transferred to our clients (upon shipment of goods) in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services.

To achieve this core principle, we apply the following five steps:

The Company’s revenues are recognized when control of the promised goods or services is transferred to its clients (upon shipment of goods) in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods and services.

To achieve this core principle, the Company applies the following five steps:

(1) Identify the contract with a client;

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and (5) Recognize revenues when or as the Company satisfies a performance obligation.

We adopted ASC 2014-09 on January 1, 2019.

Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities with them.

The Company adopted ASC 2014-09 on January 1, 2019.

Although the new revenue standard is expected to have an immaterial impact, if any, on its ongoing net income, the Company did implement changes to its processes related to revenue recognition and the control activities with them.

The Company leases its office and warehouse space under non-cancellable capital leases.

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Right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the expected lease term.

Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

Since our lease arrangements do not provide an implicit rate, we use our estimated incremental borrowing rate for the expected remaining lease term at commencement date in determining the present value of future lease payments.

Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease.

Since its lease arrangements do not provide an implicit rate, the Company uses its estimated incremental borrowing rate for the expected remaining lease term at commencement date in determining the present value of future lease payments.

The lease agreements do not contain any material residual value guarantees or material restrictive covenants.

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Common Stock Purchase Warrants

The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 815-40 (“Contracts in Entity's Own Equity”).

The Company classifies as assets or liabilities any contracts that require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside our control) or give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement).

The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) provided that such contracts are indexed to its own stock as defined in ASC 815-40 (“Contracts in Entity's Own Equity”).

The Company classifies as assets or liabilities any contracts that require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside its control) or give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement).

The Company assesses classification of common stock purchase warrants and other free-standing derivatives at each reporting date to determine whether a change in classification is required.

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As a result, the Company incurred accumulated net losses from Inception (December 19, 2014) through the year ended December 31, 2025 of $ 20,121,462 .

Due to our neutral cash flow, the Company has doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued.

In addition, most of the Company’s development activities since inception have been financially sustained through equity financing but we are using all additional cash flow to help support the Company’s growth and research and development of new products.

Due to its neutral cash flow, the Company has doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued.

In addition, most of the Company’s development activities since inception have been financially sustained through equity financing but it is using all additional cash flow to help support the Company’s growth and research and development of new products.

Management plans to keep seeking funding through debt and equity financing which are intended to mitigate the conditions that have raise substantial doubt about the entity’s ability to continue as a going concern.

1 unchanged sentence

For the year ended December 31, 2025 and the year ended December 31, 2024, the Company had expenses totaling $ 0 and $ 0 respectively, to an officer and director for salaries, which is included in general and administrative expenses on the accompanying consolidated statement of operations.

Issuance Date

Maturity Date

Interest Rate

Original Principal Amount

Balance at December 31, 2025

Balance at December 31, 2024

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

4 unchanged sentences

Additionally, during in March and June 2019, the Company received an additional loan of $666 from another shareholder.

Both of these notes are unsecured and do not have a payment due date at an interest rate of 0.00%.

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

Both of these notes are unsecured and do not have a payment due date at an

interest rate of 0.00%.

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

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

2 unchanged sentences

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.

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

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

2 unchanged sentences

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 December 31, 2024, 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 December 31, 2025, the outstanding principal balance of unsecured debt totaled $177,500.

Unsecured debt L:

1 unchanged sentence

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.

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 December 31, 2025, the outstanding principal balance of unsecured debt L totaled $156,169.

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 December 31, 2025, the outstanding principal balance of unsecured debt N totaled $341,250.

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 December 31, 2025, the outstanding principal balance of unsecured debt O totaled $82,500.

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.

In February 2022, the Company entered into a lease agreement for its warehouse facilities located at 7375 Commercial Way Suite 125, Henderson, Nevada 89011 with a term of 35 month 25 days that expired on January 31, 2025.

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

4 unchanged sentences

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

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

The average monthly base rent for the first 12 months is approximately $ 6,474 .

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

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

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

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

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

On October 1, 2025, the Company assumed Gummy USA’s lease agreement for its warehouse facility located at 4560 Northgate Ct., Sarasota, FL 34234.

The term of the original lease was 60 months and expires on September 30, 2028.

The last three years of the lease monthly base rent averages $ 11,564 .

The Company assumed operating lease right-of-use of $ 391,945 and lease liabilities for operating lease of $ 391,945 as of October 1, 2025.

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

December 31, 2025

Cash paid for amounts included in the measurement of lease liabilities for the first quarter 2022

Cash paid for amounts included in the measurement of lease liabilities for the year-end 2025

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

2.08 and 2.75

Average discount rate – operating leases

12.0 % and 4.25 %

December 31, 2025

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Right-of-use assets, net of amortization of $53,503

Right-of-use assets, net of amortization of $28,951

Total of right-of-use assets

Short-term operating lease liabilities

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Operating Leases

2022 (remaining eleven months)

2029 and thereafter

4 unchanged sentences

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

Issuance Date

Maturity Date

Interest Rate

Original Principal Amount

Balance at December 31, 2025

Balance at December 31, 2024

Unsecured debt B

18 unchanged sentences

October 15, 2025

Secured debt M

June 20, 2025

December 20, 2026

Total notes payable

18 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 December 31, 2024 the principal balance of secured debt C was paid off.

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

Unsecured debt D:

2 unchanged sentences

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

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

Interest will accrue at an

interest rate of 10% per annum on any unpaid principal amount.

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.

If the Company defaults on the loan, the default interest will increase to 16% per annum.

2 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 December 31, 2024, the outstanding principal balance of unsecured debt D totaled $0.

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

Secured debt E:

3 unchanged sentences

During 2023, the Company has made principal payments totaling $10,282 towards the secured debt E.

As of December 31, 2024 the principal balance of secured debt E was paid off.

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

Secured debt F:

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During 2024, the Company has made principal payments totaling $110,399 towards the secured debt F.

As of December 31, 2024 the principal balance of secured debt E was paid off.

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

Secured debt G:

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During 2023, the Company has made principal payments totaling $2,074 towards the secured debt E.

During 2024, the Company has made principal payments totaling $92,526 towards the secured debt E.

As of December 31, 2024 the principal balance of secured debt E was paid off.

During 2024, the Company has made principal payments totaling $92,526 towards the secured debt E As of December 31, 2025, the principal balance of the note 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 December 31, 2024, the principal balance of unsecured debt J was paid off.

As of December 31, 2025, the principal balance of the note 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 $34,002 towards the secured debt E.

As of December 31, 2024 the principal balance of secured debt E total $2,427.

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

As of December 31, 2025, the principal balance of the note 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.

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 M.

As of December 31, 2025 the principal balance of secured debt M was $67,184.

NOTE 7 – CONVERTIBLE DEBT

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

Issuance Date

Maturity Date

Interest Rate

Original Principal Amount

Balance at December 31, 2025

Balance at December 31, 2024

Convertible promissory note #1

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The due date for this note was January 19, 2017 at an interest rate of 8%, with a default interest rate of 18%.

We have calculated the derivative liability as if it is in default (but the note’s default interest rate stays the same at 8%) and will still accrue appropriate interest until the note is fully satisfied or converted into the Company’s common stock.

The Company has calculated the derivative liability as if it is in default (but the note’s default interest rate stays the same at 8%) and will still accrue appropriate interest until the note is fully satisfied or converted into the Company’s common stock.

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.

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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:

common share price of $2.5099 per share;

price of $2.5099 per share;

expected exercise price of $6.00 per share;

9 unchanged sentences

Interest shall accrue at the rate of 12% per annum.

The outstanding balance on convertible promissory note #3 as of December 31, 2024 was $200,000.

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.

1 unchanged sentence

The conversion price shall be $0.05 per share.

The fair value of the derivative was determined to be $88,416 using the Black-Scholes option pricing model based on the following assumptions:

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

As of December 31, 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;

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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.

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

The fair value of the derivative was determined to be $ 261,734 using the Black-Scholes option pricing model based on the following assumptions:

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The derivatives are classified as liabilities as they represent an obligation to deliver a variable number of shares of common stock in the future and are therefore required to be initially and subsequently measured at fair value each reporting period.

The Company originally recorded a derivative liability in the amount of $ 174,234 .

The Company originally recorded a derivative liability in the

amount of $ 174,234 .

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.

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

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

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

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

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

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

(i) the change in the fair value of these derivative liabilities for the year ended December 31, 2024 resulted in a loss of $ 471,270 .

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

During the year ended December 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 December 31, 2025 resulted in a gain of $ 273,009 .

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

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

1 unchanged sentence

Issued during the year ended December 31, 2024

Derivative liabilities debt discount

Derivative liabilities debt premium

Change in fair value recognized in operations

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Federal statutory rate due to the following:

December 2025

December 2024

Federal statutory income tax rate

1 unchanged sentence

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

December 2025

December 2024

Long-term deferred tax assets:

13 unchanged sentences

The Company effectuated a reverse stock split of 120-for-1 as of December 29, 2023 .

Due to the reverse stock split we added 9,802 common stock shares from the fractional shares issued by the DTC.

Due to the reverse stock split the Company added 9,802 common stock shares from the fractional shares issued by the DTC.

On October 16, 2017, the Company filed an Amended and Restated Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of the Series A Convertible Preferred Stock (the “Amended Certificate”) with the Secretary of State of the State of Nevada.

1 unchanged sentence

The Amended Certificate also changes the conversion and voting rights of the Series A Preferred Stock.

The Series A Preferred Stock is now convertible into the number of shares of our common stock equal to 0.00006% of our outstanding common stock upon conversion.

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.

The Series A Preferred Stock is now convertible into the number of shares of Company common stock equal to 0.00006% of its outstanding common stock upon conversion.

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 December 31, 2025, there are no outstanding shares of preferred stock.

3 unchanged sentences

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.

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.

During the three months ended December 31, 2025, there were no shares issued.

There were no shares issued during the first quarter 2024.

During the three months ended June 30, 2024, the Company issued 29,666 shares of common stock for services.

4,166 shares were issued at $6.00 per share while 25,500 shares were issued at $2.20 per share.

1 unchanged sentence

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

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

During the three months ended March 31, 2023, the Company issued 320,000 shares of common stock for services.

These shares were issued at a per share price of $0.05.

During the three months ended June 30, 2023, the Company did not issue any shares of common stock.

During the three months ended September 30, 2023, the Company issued 9,000,000 shares of common stock for the Restricted Stock Units which were executed.

The holders paid the Company $0.01 for each share of common stock and the value of each share was $0.05.

There were no shares issued during the fourth quarter 2023.

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

Warrant Issuances

28 unchanged sentences

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

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.

At December 31, 2024, the intrinsic value of these restricted stock unit was $77,230 as the exercise price of these RSU’s were less than the market price.

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

The fair value of share options, units, and warrants are estimated using the Black-Scholes option pricing method based on the following weighted-average assumptions:

December 31 , 202 5

December 31, 202 4

Risk-free interest rate

3 unchanged sentences

NOTE 11 – BUSINESS SEGMENT INFORMATION

As of December 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.

As of December 31 , 2025, the Company operated in three 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 year ended December 31 , 2025.

3 unchanged sentences

Gain (Loss) Before Income Tax

( 1,201,798 )

Identifiable Assets

1 unchanged sentence

As of December 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 year ended December 31 , 2023.

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

HEALTH SUPPLEMENTS

3 unchanged sentences

( 1,201,798 )

( 2,197,401 )

Identifiable Assets

Depreciation and Amortization

Currently, all of our customers are located in the United States of American and Canada.

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 year ending December 31, 2024 and 2023.

Currently, BergaMet and UBN’s customers are located in the United States of American and Canada.

Their revenues to the Company’s customers are not material to its overall total sales.

The Company’s largest customers, Natural Grocers and Emerson Ecologics, LLC, account for less than 1% of its total sales in the year ended December 31 , 2025 and 2024.

Note 12 - Business Combination

On July 19, 2025, Healthy Extracts Inc.

(“Healthy Extracts” or the “Company”) completed the acquisition of Gummy USA LLC (“Gummy USA”) pursuant to a membership interest purchase agreement.

In connection with the transaction, Gummy USA became a wholly owned subsidiary of the Company.

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 Gummy USA, LLC and Swanson, pursuant to which Gummy USA, LLC 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.

The acquisition was accounted for as a business combination under ASC 805, Business Combinations.

Accordingly, the Company measured the identifiable assets acquired and liabilities assumed at their estimated acquisition-date fair values, and recognized goodwill for the excess of the total consideration transferred over the fair value of the net identifiable assets acquired.

Under ASC 805, goodwill represents the future economic benefits arising from other assets acquired in the business combination that are not individually identified and separately recognized.

Consideration Paid

Common stock issued to Gummy USA LLC Stockholders

Total consideration paid

Purchase price allocation

The preliminary purchase price allocation has been prepared based on management’s estimates and assumptions as of the acquisition date.

Because the transaction was completed near period-end and certain valuation analyses may not have been finalized at the reporting date, the allocation is preliminary and subject to adjustment during the measurement period as additional information becomes available regarding facts and circumstances that existed as of the acquisition date.

A draft purchase price allocation table is set forth below:

Purchase Price Allocation

Consideration transferred, at fair value

Cash and cash equivalents acquired

Accounts receivable acquired, net

Inventory acquired

Prepaid expenses and other current assets acquired

Property and equipment acquired

Identifiable intangible assets acquired

Other assets acquired

Accounts payable and accrued liabilities assumed

Debt and other liabilities assumed

NOTE 13 – SUBSEQUENT EVENTS

The Company evaluated its December 31, 2024 financial statements for subsequent events through March 31, 2025, the date the financial statements were available to be issued.

The Company evaluated its December 31, 2025 financial statements for subsequent events through April 8, 2026, the date the financial statements were available to be issued.

During January 2026, the Company was able to pay off the balance of convertible promissory note #4 noted in Note 7.

With the payoff of this note, the Company was able to fully expense the derivative liability booked on the balance sheet of $261,734.

The funds used to pay of this note was loaned to the company and a note payable was established.

The Company will make fourteen (14) monthly payments of principal and interest in the amount of $14,987.47 beginning in March 2026.

At the end of March 2026, the Company terminated its purchase contract for a building in Sarasota, Florida, for which it had paid $70,000 in earnest money.

As a result of the termination, the deposit will be recognized as a loss in the Company’s financial statements for the first quarter of 2026.

On April 1, 2026, William Bossung was re-appointed to be a member of the Company’s Board of Directors.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

8 unchanged sentences

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-K

Item 8. Financial Statements and Supplementary Data