What changed in this filing

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Item 1. Financial Statements

2026-05-14 compared with 2025-11-14 · 241 added, 311 removed, 679 unchanged (45% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2025 AND DECEMBER 31, 2024

AS OF MARCH 31, 2026 AND DECEMBER 31, 2025

CURRENT ASSETS

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Inventory, net

Note receivable

Offering costs

Right of use asset, net

Total current assets

NON-CURRENT ASSETS

Patents/Trademarks

Long-term investment

Right of use asset

Total non-current assets

Right of use asset, net - non-current

Total other assets

LIABILITIES AND STOCKHOLDERS' EQUITY

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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,

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

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, 16,890,868 shares issued and outstanding as of March 31, 2026, and 16,870,868 shares issued and outstanding as of December 31, 2025

Additional paid-in capital

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CONSOLIDATED STATEMENT OF OPERATIONS

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,

FOR THE THREE MONTHS ENDING MARCH 31, 2026 AND 2025

FOR THE THREE

MONTHS ENDINGMARCH 31,

COST OF REVENUE

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Change in fair value on derivative

Gain/loss of disposal of assets

Total other income (expense)

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$ ( 398,860 )

$ ( 393,742 )

Income/(Loss) per share - basic and diluted

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

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

Balance - September 30, 2023

FOR THE THREE MONTHS ENDING MARCH 31, 2026 AND 2025

Balance - March 31, 2024

( 19,260,931 )

Issuance of common stock for services

Fractional shares adjustment from reverse split

Fair value of options and warrants issued

Purchase of treasury stock

Net (loss) for the period

Balance - September 30, 2024

Balance - March 31, 2025

( 19,639,203 )

Issuance of common stock for services

Issuance of common stock - converted note payable

Fair value of options and warrants issued

Gummy USA Merger

Net (loss) for the period

Balance - September 30, 2025

Balance - March 31, 2026

( 20,322,053 )

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

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

HEALTHY EXTRACTS INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

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

FOR THE NINE MONTHS ENDING

SEPTEMBER 30,

FOR THE THREE MONTHS ENDING MARCH 31, 2026 AND 2025

FOR THE THREE MONTHS

ENDING MARCH 31,

Cash Flows from Operating Activities:

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Depreciation and amortization

Discount expensed from note payable and convertible notes

Common stock issued for services

Gain/loss of disposal of assets

Interest expense

Warrants issued for services

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Accounts receivable

Note receivable

Offering Costs

Right of use asset, net - current

Right of use asset, net - non-current

Accounts payable

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Lease liability - long-term

Net Cash provided by (used in) Operating Activities

Net Cash provided by Operating Activities

Cash Flows from Investing Activities:

Fixed Asset Purchase

Cash flows provided by (used in) Investing Activities:

Cash Flows from Financing Activities:

Payments for treasury stock

Proceeds from issuance of convertible debt,

Payments for repayment of convertible debt

1 unchanged sentence

Payments for repayment of notes payable

Proceeds from issuance of noted payable - related party

Payments for repayment of noted payable - related party

Net Cash provided by (used in) Financing Activities

Increase (decrease) in cash

Interest payment of notes payable

Interest payment of notes payable - related party

Net Cash used in Financing Activities

Increase in cash

Cash at beginning of period

3 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025 and 2024

March 31, 2026 and 2025

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

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

and Online Publishing & Marketing, LLC, both Virginia limited liabilities companies, by merging them into its newly-formed wholly-owned subsidiaries, Green Valley Natural Solutions, LLC (“Green Valley”) and Online Publishing & Marketing, LLC (“OPM”), both Nevada limited liability companies.

The Company did not complete the acquisitions, and on April 18, 2024, received a Notice of Termination of the Acquisition Agreement from both Hyperion, L.L.C.

and Online Publishing & Marketing, LLC.

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.

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

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 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.

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.

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, 2025 filed with the SEC on April 8, 2026.

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

As of September 30, 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,

As of March 31, 2026 and December 31, 2025, the total of inventory allowance was $ 88,476 and $ 90,091 .

The following are the classes held in inventory as of March 31, 2026 and December 31, 2025:

Inventory Classes:

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

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

As of March 31, 2026, 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.

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

No goodwill impairment indicators were present, for the goodwill listed on the books as of March 31, 2026, after working through its analysis of goodwill during the year ended March 31, 2026.

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.

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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;

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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 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.

3 unchanged sentences

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.

Instead, the related amount has been recorded and presented as a long-term investment as of March 31, 2026, pending completion of the merger and related consolidation analysis.

Debt with Warrants

3 unchanged sentences

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;

and (d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash.

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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.

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

All of our customer sales for Healthy Extracts Inc.

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.

Gummy USA, LLC 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, 2024 and for the nine months ended September 30, 2025 because the revenue was earned from multiple customers.

There is no concentration of revenue for the year ended December 31, 2025 and for the months ended March 31, 2026 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 months ended March 31, 2026 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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If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement.

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

At March 31, 2026 and December 31, 2025, there were no uncertain tax positions that required accrual.

Fair Value Measurements

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

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

The fair value of these instruments as of March 31, 2026 and December 31, 2025 was as follows:

Fair Value at December 31, 2024

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Derivative liability

Fair Value at September 30, 2025

September 30, 2025

Fair Value at March 31, 2026

March 31, 2026

Derivative liability

1 unchanged sentence

Derivative liability

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 details of derivative liability transactions for the months ended March 31, 2026 and the year ended December 31, 2025 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, 2025

Derivative liabilities debt premium

Derivative liabilities debt discount

Change in fair value recognized in operations

1 unchanged sentence

Balance, December 31, 2025

Issued during the nine months ended September 30, 2025

Issued during the month ended March 31, 2026

Derivative liabilities debt discount

Change in fair value recognized in operations

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.

Converted during the month ended March 31, 2026

Balance, March 31, 2026

The Company did not transfer any assets or liabilities measured at fair value on a recurring basis between levels during the months ended March 31, 2026 and year ended December 31, 2025.

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

During the month ended March 31, 2026, 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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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 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.

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.

As a result, the Company incurred accumulated net losses from Inception (December 19, 2014) through the month ended March 31, 2026 of $ 20,322,053 .

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.

NOTE 4 – RELATED PARTY

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.

For the month ended March 31, 2026 and the year ended December 31, 2025, 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

September 30,

Original Principal

Balance at March 31,

Unsecured debt A

March 2019, March and June 2020

Unsecured debt H

September 1, 2023

January 1, 2024

Unsecured debt I

1 unchanged sentence

Unsecured debt L

November 14, 2024

November 13, 2027

Unsecured debt N

July 21, 2025

July 20, 2026

Unsecured debt O

July 31, 2025

January 31 st , 2026

Unsecured debt P

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

Unsecured debt H:

On September 1, 2023, the Company received an unsecured line of credit in the principal of up to $82,500 with a loan origination fee in the amount of $7,500, which was amortized over the life of the line of credit.

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

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.

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.

As of March 31, 2026, the outstanding principal balance of unsecured debt A totaled $666.

Unsecured debt I:

4 unchanged sentences

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.

As of March 31, 2026, the outstanding principal balance of unsecured debt totaled $177,500.

Unsecured debt L:

4 unchanged sentences

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.

As of March 31, 2026, the outstanding principal balance of unsecured debt L totaled $136,475.

Unsecured debt N:

4 unchanged sentences

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

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

As of March 31, 2026, the outstanding principal balance of unsecured debt N totaled $346,667.

Unsecured debt O:

4 unchanged sentences

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

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

As of March 31, 2026, the outstanding principal balance of unsecured debt O totaled $82,500.

Unsecured debt P:

On December 13, 2025, the Company received an unsecured loan in the principal of $75,000.

The loan is unsecured and is due for repayment on December 12, 2026.

Interest will accrue at an interest rate of 7.49% per annum on any unpaid principal amount.

As of March 31, 2026, the outstanding principal balance of unsecured debt P totaled $74,336.

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 that expired on January 31, 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 our warehouse facilities located at 7375 Commercial Way Suite 125, Henderson, Nevada 89011 with a term of 36 month and will expire in 2028.

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 $6,677.

4 unchanged sentences

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:

September 30, 2025

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

March 31, 2026

Cash paid for amounts included in the measurement of lease liabilities for the month ending March 2026

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

Average discount rate – operating leases

September 30, 2025

12.0 % and 4.25 %

March 31, 2026

Operating leases

Right-of-use assets, net of amortization of $69,098

Right-of-use assets, net of amortization of $58,210

Total of right-of-use assets

Short-term operating lease liabilities

$ ( 191,150 )

Long-term operating lease liabilities

Total operating lease liabilities

$ ( 471,553 )

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

6 unchanged sentences

NOTE 6 – NOTES PAYABLE

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

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

Issuance Date

Maturity Date

September 30,

Unsecured debt B

February 22, 2022

February 15, 2023

Secured debt C

October 7, 2022

October 7, 2023

Unsecured debt D

Interest Rate

Original Principal

March 31, 2026

August 17, 2024

December 31, 2025

Unsecured debt D

Secured debt E

Secured debt F

July 26, 2023

Secured debt G

December 19, 2023

December 18, 2024

Unsecured debt J

March 18, 2024

Secured debt K

April 15, 2024

October 15, 2025

Secured debt M

June 20, 2025

December 20, 2026

Total notes payable

1 unchanged sentence

Total notes payable, net

Unsecured debt B:

On February 22, 2022, the Company received an unsecured loan in the principal of $200,000 with a loan origination fee in the amount of $20,000, which was fully expensed as interest expense in this period.

The net proceeds from this loan were $180,000.

The loan is unsecured and the initial payment of $17,804 was due on April 22, 2022.

There will be ten monthly payments due on the 22 nd day of each following month, beginning on May 22, 2022 through Feb 15, 2023.

During fourth quarter of 2022, the note holder agreed to forgo two months of payments and add them to the back end of the note, which extended the due date of the note to April 25, 2023.

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.

During 2022, the Company made a total in principal payments of $124,630 towards unsecured debt B.

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

As of September 30, 2025, the principal balance of the note was paid off.

Secured debt C:

On October 7, 2022, the Company agreed to a secured loan by any consigned inventory held at fulfillment centers and any rights, title or interest in their account.

The principal loan amount was $200,000 and will have a loan term of twelve months with an annual interest rate of 12.99%, with a default rate of 14.99%.

The first three months of payment will be interest only payments of $2,165 and the remaining nine payments will be principal and interest payments of $23,442.

Interest payments will begin November 8, 2022 and Installment payments, including principal and interest, will begin February 8, 2023.

During 2023, the Company has made principal payments totaling $200,000 towards the secured debt C which settled the entire principal balance in full.

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

Unsecured debt D:

8 unchanged sentences

On March 18, 2024, the Company agreed with the borrower to close this unsecured debt D and roll over the outstanding principal in to unsecured debt J.

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

As of March 31, 2026, 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 September 30, 2025 the principal balance of secured debt E was paid off.

As of March 31, 2026, the principal balance of the note was paid off.

Secured debt F:

4 unchanged sentences

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

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

As of March 31, 2026, the principal balance of the note was paid off.

Secured debt G:

7 unchanged sentences

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

During 2024, the Company has made principal payments totaling $92,526 towards the secured debt E As of March 31, 2026, 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 September 30, 2025, the principal balance of unsecured debt J was paid off.

As of March 31, 2026, the principal balance of the note 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 September 30, 2025 the principal balance of secured debt K was paid off.

As of March 31, 2026, the principal balance of the note was paid off.

Secured debt M:

5 unchanged sentences

During 2025, the Company has made principal payments totaling $100,750 towards the secured debt M.

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

During 2026, the Company has made principal payments totaling $51,760 towards the secured debt M.

As of March 31, 2026 the principal balance of secured debt M was $18,824.

NOTE 7 – CONVERTIBLE DEBT

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

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

Issuance Date

Maturity Date

September 30,

Interest Rate

March 31, 2026

December 31, 2025

Convertible promissory note #1

July 28, 2016

January 19, 2017

Convertible promissory note #2

August 5, 2023

Convertible promissory note #3

Convertible promissory note #4

January 24, 2023

April 24, 2024

Total notes payable

4 unchanged sentences

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.

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:

The outstanding balance on convertible promissory note #1 as of March 31, 2026 was $6,750.

The fair value of the derivative as of March 31, 2026 was determined to be $69,392 using the Black-Scholes option pricing model based on the following assumptions:

common share price of $1.58 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:

7 unchanged sentences

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

As of September 30, 2025, the principal balance of the note was paid off the principal balance of the note was paid off.

As of March 31, 2026, 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:

16 unchanged sentences

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

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

As of March 31, 2026, 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:

16 unchanged sentences

The note will bear interest at a rate of 10% and will have twenty-six payments in total.

The payments will be $16,301.68 per month and will increase on June 24, 2025 to a payment of $23,901.68.

The payments will be $16,301.68 per month and

will increase on June 24, 2025 to a payment of $23,901.68.

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

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

The total of principal paid during 2025 is $212,780 including debt discount.

The total of principal paid during 2026 is $111,330 including debt discount.

The convertible promissory note #4 was paid off during March 31, 2026 and has a balance owing of $0.

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 $0 using the Black-Scholes option pricing model based on the following assumptions:

12 unchanged sentences

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

September 30, 2025

Upon Issuance

December 31, 2024

Upon Issuance

1 unchanged sentence

$ 0.694 - 1.719

$ 1.406 - 6.00

Expected Life

9 unchanged sentences

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, 2024 resulted in a loss of $ 471,270 .

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:

(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 .

During the month ended March 31, 2026, 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 month ended March 31, 2026 resulted in a gain of $ 283,019 .

The details of derivative liability transactions for the month ended March 31, 2026 and year ended December 31, 2025 are as follows:

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

5 unchanged sentences

Balance, December 31, 2025

Issued during the nine months ended September 30, 2025

Issued during the month ended March 31, 2026

Derivative liabilities debt discount

Change in fair value recognized in operations

Converted during the nine months ended September 30, 2025

Balance, September 30, 2025

Converted during the month ended March 31, 2026

Balance, March 31, 2026

NOTE 9 – INCOME TAXES

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

The effective income tax rate for the month ended March 31, 2026 and 2025 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 September 30, 2025 and 2024 are as follows:

September 2025

September 2024

The components of the deferred tax assets and liabilities at March 31, 2026 and 2025 are as follows:

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

As of March 31, 2026, there are no outstanding shares of preferred stock.

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

Common Share Issuances

During the month ended March 31, 2026, the Company issued 20,000 shares of common stock for services.

They were issued at$1.94 per share.

There were no shares issued during the first quarter 2025.

8 unchanged sentences

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

There were no shares issued during the first quarter 2024.

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

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

During the three months ended September 30, 2024, the Company repurchased the 4,166 shares which were issued in the 2 nd quarter of 2024.

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

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

5 unchanged sentences

Outstanding at December 31, 2025

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.

Outstanding at March 31, 2026

Vested and expected to vest at March 31, 2026

Exercisable at March 31, 2026

At March 31, 2026, the intrinsic value of these stock warrants was $0 as the exercise price of these stock warrants were greater than the market price.

Share Conversion Agreements

6 unchanged sentences

Omnibus Stock Grant and Option Plan

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

The following summary of options activity for the month ended March 31, 2026 is presented below:

Outstanding at December 31, 2025

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:

Outstanding at March 31, 2026

Vested and expected to vest at March 31, 2026

Exercisable at March 31, 2026

At December 31, 2025, the intrinsic value of these stock options was $0 as the exercise price of these stock options were greater than the market price.

The following summary of restricted stock units’ activity for the month ended March 31, 2026 is presented below:

Non-vested at December 31, 2025

Non-vested at September 30, 2025

Non-vested at March 31, 2026

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

2 unchanged sentences

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

As of September 30, 2025, the intrinsic value of these restricted stock unit was $0 as the Company decided to let these restricted stock units expire.

As of March 31, 2026, 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:

September 30, 2025

December 31, 2024

Risk-free interest rate

3 unchanged sentences

NOTE 11 – BUSINESS SEGMENT INFORMATION

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.

As of March 31 , 2026, 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 month ended March 31 , 2026.

HEALTH SUPPLEMENTS

4 unchanged sentences

Depreciation and Amortization

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.

As of December 31 , 2025, the Company operated in two reportable segments (Corporate and Health Supplements) supported by a corporate group which conducts activities that are non-segment specific.

The following table presents selected financial information about the Company’s reportable segments for the nine months ended December 31 , 2025.

HEALTH SUPPLEMENTS

4 unchanged sentences

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 nine months ending September 30, 2025 and 2024.

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 month ended March 31, 2026 and year ended December 31 , 2025.

NOTE 12 – SUBSEQUENT EVENTS

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.

The Company evaluated its March 31, 2026 financial statements for subsequent events through May 14, 2026, the date the financial statements were available to be issued.

On April 30, 2026, the Company agreed to a secured loan by any rights, title or interest in their account.

The principal loan amount was $140,000 and will have a loan term of eighteen months.

The note has a cost of funds equal to 9.2% of the loan amount or $152,880 and will be due upon acceptance of the loan amount.

On May 5, 2026, secured debt M was paid off in full.

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

20 unchanged sentences

The following discussion and analysis of financial condition and results of operations of the Company is based upon, and should be read in conjunction with, its unaudited financial statements and related notes elsewhere in this Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States.

Over the last year, we have focused on increasing revenue, maintaining our margins, and generating positive cash flow from our existing operations.

In large part, we have been successful in meeting these objectives and our business has remained relatively unchanged.

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.

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.

In October 2025, we acquired GummyUSA, which accelerated our revenue growth and increased our gross profit.

We are a platform for acquiring, developing, patenting, marketing, and distributing plant-based nutraceuticals.

2 unchanged sentences

Our mission is to acquire or create products with health and performance benefits that have mass consumer appeal.

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.

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.

GummyUSA 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.

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.

Our GummyUSA 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

5 unchanged sentences

Moreover, financing will likely be dilutive to our stockholders.

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.

Results of Operations for the Three Months Ended March 31, 2026 and 2025

We had revenues of $1,610,744 for the three months ended March 31, 2026, compared to $931,280 for the three months ended March 31, 2025.

Our cost of revenue for the three months ended March 31, 2026 was $622,043, compared to $506,295 for the three months ended March 31, 2025.

Our operating expenses were $1,317,403 for the three months ended March 31, 2026, compared to $533,833 for the three months ended March 31, 2025.

Our operating expenses consisted entirely of general and administrative expenses.

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.

Our net income (loss) was $(200,590) for the three months ended March 31, 2026, compared to $(398,860) for the three months ended March 31, 2025.

Revenues and Net Operating Loss

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,

Our revenue, cost of revenue, gross profit, operating expenses, other income (expense), and net loss for the three months ended March 31, 2026 and 2025 were as follows:

Three Months Ended

March 31, 2026

March 31, 2025

Cost of Revenue

5 unchanged sentences

Change in fair value on derivative

Gain/loss of disposal of assets

Total other income (expense)

Net income (loss)

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.

We had revenues of $1,610,744 for the three months ended March 31, 2026, compared to $931,280 for the three months ended March 31, 2025, an increase of $679,464, or 73%.

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

Cost of Revenue

Our cost of revenue for the three and nine months ended September 30, 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.

Our cost of revenue for the three months ended March 31, 2026 was $622,043, compared to $506,295 for the three months ended March 31, 2025, an increase of $115,748, or 23%.

Gross profit for the three months ended March 31, 2026 was $988,701, compared to $424,985 for the three months ended March 31, 2025, an increase of $563,716, or 61%.

Cost of revenue as a percentage of revenues was 39% for the three months ended March 31, 2026, compared to 54% for the three months ended March 31, 2025.

General and Administrative

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.

Our general and administrative expenses were $1,317,403 for the three months ended March 31, 2026, compared to $533,833 for the three months ended March 31, 2025, an increase of $783,570, or 147%.

In the three months ended March 31, 2026, general and administrative expenses consisted mainly of advertising of $223,586, consulting fees of $223,643, stock-based compensation $113,801, salaries and wages of $240,906 and selling fees of $109,471.

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

For the three months ended March 31, 2026, the increase was due in part to additional salaries and wages and stock-based compensation expense recognition.

Other Income (Expense)

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 .

Other income (expense) was $128,112 for the three months ended March 31, 2026, compared to $(290,011) for the three months ended March 31, 2025, an increase of $418,123, or 144%.

In the three months ended March 31, 2026, other income (expense) consisted of interest expense, net of interest income of $(84,907), change in fair value on derivative of $283,019, and gain/loss of disposal of assets of $(70,000).

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

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)

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.

Net income (loss) was $(200,590), or $(0.01) per share, for the three months ended March 31, 2026, compared to $(398,860), or $(0.13) per share, for the three months ended March 31, 2025.

Our net income (loss) varies from period to period primarily because of the change in fair value on derivative and our increase in general and administrative expenses.

Liquidity and Capital Resources

During the nine months ended September 30, 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.

During the three months ended March 31, 2026, we had positive operating cash flows.

Our cash on hand as of March 31, 2026 was $164,385.

While we had positive net cash from operations for the three months ended March 31, 2026 and 2025, 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.

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,

Our cash, current assets, total assets, and current and total liabilities as of March 31, 2026 and December 31, 2025 were as follows:

Total Current Assets

Total Current and Total Liabilities

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.

Our total current assets decreased slightly during the three months ended March 31, 2026 primarily as a result of our decrease in inventory of $322,605, offset by an increase in accounts liabilities of $157,398 and cash of $17,450.

Our total assets decreased slightly as a result of our decrease in fixed assets of $201,022, interest expense of $84,909, and accrued interest payable of $75,210.

Our accumulated deficit increased during the three months ended March 31, 2026, by $200,590 to $20,322,053.

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 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.

Our cash on hand as of March 31, 2026 was $164,385.

While we had positive net cash from operations for the three months ended March 31, 2026 and 2025, 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

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 had net cash from operating activities of $105,970 for the three months ended March 31, 2026, compared to $60,021 for the three months ended March 31, 2025.

We use our cash for normal business operations.

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.

Our net cash from operating activities for the three months ended March 31, 2026 consisted of our net loss of $200,590, plus in part a change in fair value on derivative liability of $283,019 and accrued liabilities of $157,396, offset in part by our inventory of $322,605, depreciation and amortization of $156,168, and warrants issued for services of $113,801.

Our net cash from operating activities for the three months ended March 31, 2025 consisted of our net loss of $398,860, plus in part lease liability-long term of $60,194 and changes in accounts receivable of $58,977, offset in part by our change in fair value on derivative liability of $255,454 and our decrease in inventory of $218,589.

Investing Activities

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.

Our net cash used in investing activities was $zero for the three months ended March 31, 2026 and the three months ended March 31, 2025.

Financing Activities

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.

Our net cash provided by financing activities for the three months ended March 31, 2026 was $(88,520), compared to $(53,243) for the three months ended March 31, 2025.

Our net cash provided by financing activities for the three months ended March 31, 2026 consisted primarily of proceeds from the issuance of notes payable of $176,000, offset in part by payments for repayment of notes payable of $110,492 and payments for repayment of convertible debt of $106,000.

ITEM 3 Quantitative and Qualitative Disclosures About Market Risk

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What changed 10-Q

Item 1. Financial Statements