2 unchanged sentences
CONSOLIDATED BALANCE SHEETS
−Removed: AS OF MARCH 31, 2026 AND DECEMBER 31, 2025
+Added: AS OF JUNE 30, 2026 AND DECEMBER 31, 2025
CURRENT ASSETS
2 unchanged sentences
Offering costs
+Added: Other current assets
Total current assets
8 unchanged sentences
Lease liabilities - current
+Added: Notes payable - current
Notes payable - related party - current
9 unchanged sentences
STOCKHOLDERS' EQUITY
−Removed: Preferred stock, $ 0.001 par value, 75,000,000 shares authorized, none and none shares issued and outstanding, respectively
−Removed: 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
+Added: Preferred stock, $ 0.001 par value, 75,000,000 shares authorized,
+Added: no shares issued and outstanding, respectively
+Added: Common stock, $ 0.001 par value, 50,000,000 shares authorized,
+Added: 14,741,348 shares issued and outstanding as of June 30, 2026, and
+Added: 16,870,868 shares issued and outstanding as of December 31, 2025
Additional paid-in capital
Treasury stock, at cost, 2,163,686 shares, respectively
+Added: ( 3,892,536 )
Accumulated deficit
6 unchanged sentences
CONSOLIDATED STATEMENT OF OPERATIONS
−Removed: FOR THE THREE MONTHS ENDING MARCH 31, 2026 AND 2025
+Added: FOR THE THREE AND SIX MONTHS ENDING JUNE 30, 2026 AND 2025
FOR THE THREE
−Removed: MONTHS ENDINGMARCH 31,
+Added: MONTHS ENDING
+Added: MONTHS ENDING
COST OF REVENUE
7 unchanged sentences
Change in fair value on derivative
+Added: Gain/loss of foreign transactions
Gain/loss of disposal of assets
4 unchanged sentences
$ ( 329,486 )
+Added: $ ( 331,739 )
Income/(Loss) per share - basic and diluted
3 unchanged sentences
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
−Removed: FOR THE THREE MONTHS ENDING MARCH 31, 2026 AND 2025
−Removed: Balance - March 31, 2024
+Added: FOR THE SIX MONTHS ENDING JUNE 30, 2026 AND 2025
+Added: Balance - Jun 30, 2024
( 19,147,431 )
+Added: Issuance of common stock for services
+Added: Issuance of common stock - converted note payable
Fair value of options and warrants issued
+Added: Gummy USA Merger
Net (loss) for the period
−Removed: Balance - March 31, 2025
+Added: Balance - Jun 30, 2025
( 19,572,082 )
Issuance of common stock for services
+Added: Issuance of common stock - converted note payable
Fair value of options and warrants issued
+Added: Gummy USA Merger
+Added: Loan of common stock shares - shareholder
+Added: ( 3,000,000 )
+Added: ( 5,400,000 )
+Added: ( 5,400,000 )
+Added: Adli Gummies, Inc Acquisition
+Added: Adli Gummies, Inc Shares Pending Issuance
Net (loss) for the period
−Removed: Balance - March 31, 2026
+Added: Balance - Jun 30, 2026
( 3,892,536 )
+Added: ( 20,450,948 )
The accompanying notes are an integral part of these unaudited consolidated financial statements.
1 unchanged sentence
CONSOLIDATED STATEMENT OF CASH FLOWS
−Removed: FOR THE THREE MONTHS ENDING MARCH 31, 2026 AND 2025
−Removed: FOR THE THREE MONTHS
−Removed: ENDING MARCH 31,
+Added: FOR THE SIX MONTHS ENDING JUNE 30, 2026 AND 2025
+Added: FOR THE SIX MONTHS ENDING
Cash Flows from Operating Activities:
7 unchanged sentences
Gain/loss of disposal of assets
+Added: Discount expensed from note payable and notes payable
+Added: Discount expensed from note payable and notes payable- related party
Interest expense
3 unchanged sentences
Accounts receivable
+Added: Note receivable
+Added: Right of use asset, net – current
+Added: Other current asset
Accounts payable
6 unchanged sentences
Cash Flows from Investing Activities:
−Removed: Cash flows provided by (used in) Investing Activities:
+Added: Fixed assets purchase
+Added: Adli Gummies Inc acquisition
+Added: Cash flows (used in) provided by Investing Activities:
Cash Flows from Financing Activities:
2 unchanged sentences
Payments for repayment of notes payable
+Added: Proceeds from issuance of noted payable - related party
Payments for repayment of noted payable - related party
+Added: Payments for repayment of line of credit
Interest payment of notes payable
Interest payment of notes payable - related party
−Removed: Net Cash used in Financing Activities
+Added: Net Cash provided by (used in) Financing Activities
Increase in cash
4 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2026 and 2025
+Added: June 30, 2026 and 2025
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
6 unchanged sentences
On October 1, 2025, the Company acquired Gummy USA which manufactures supplemental gummies.
+Added: On May 15, 2026, we entered into an Acquisition Agreement (the “Acquisition Agreement”) with Adli Gummies Inc., an Ontario corporation which does business as Imaraïs Beauty (“Adli”), and its shareholders.
+Added: Pursuant to the Acquisition Agreement, through our wholly-owned subsidiary Healthy Extracts Canada Inc., a British Columbia corporation (“HE Canada”), we acquired one-hundred percent (100%) of the outstanding membership interests of Adli, which became our wholly-owned subsidiary.
+Added: As consideration for the purchase, we issued (i) a secured promissory note in the amount of $165,000 to Aaron Hefter (“Hefter”), the largest shareholder of Adli, (ii) a secured promissory note in the amount of $629,000 to the rest of the Adli shareholders, (iii) 2,159,520 shares of Class B common stock of HE Canada (the “HE Canada Shares”) to Hefter, and (iv) 840,480 shares of our common stock to the rest of the Adli shareholders.
+Added: The HE Canada Shares are exchangeable at the option of Hefter for shares of our common stock on a one-for-one basis.
+Added: Combined with the cancellation of 3,000,000 shares of our common stock held by our Director and Chief Executive Officer Donald Swanson in connection with the transaction, and assuming the exchange of the HE Canada Shares for shares of our common stock, the total shares issued pursuant to the Acquisition Agreement constitute approximately 17.76% of our total issued and outstanding shares of common stock.
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.
45 unchanged sentences
An allowance for inventory was established in 2018 and is evaluated each quarter to determine if all items are still sellable due to the factors listed above.
−Removed: As of March 31, 2026 and December 31, 2025, the total of inventory allowance was $ 88,476 and $ 90,091 .
−Removed: The following are the classes held in inventory as of March 31, 2026 and December 31, 2025:
+Added: As of June 30, 2026 and December 31, 2025, the total of inventory allowance was $ 88,476 and $ 90,091 .
+Added: The following are the classes held in inventory as of June 30, 2026 and December 31, 2025:
Inventory Classes:
13 unchanged sentences
With the acquisition of Ultimate Brain Nutrients on April 3, 2020 the Company added a purchasing value of $ 315,604 in patents to its balance sheet.
−Removed: As of March 31, 2026, the Company believes that based upon qualitative factors, no impairment of indefinite-lived intangible assets is necessary.
+Added: As of June 30, 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.
2 unchanged sentences
The fair value of reporting units is generally determined using the income approach.
−Removed: If the carrying amount of a reporting unit exceeds the reporting unit's fair value, the second step of the goodwill impairment test is performed to determine the amount of any impairment loss.
+Added: If the carrying amount of a reporting unit exceeds the reporting unit's fair value, the second step of the goodwill impairment test is performed
+Added: to determine the amount of any impairment loss.
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.
−Removed: 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.
+Added: No goodwill impairment indicators were present, for the goodwill listed on the books as of June 30, 2026, after working through its analysis of goodwill during the months ended June 30, 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.
19 unchanged sentences
Long-term investment
+Added: On May 15, 2026, we entered into an Acquisition Agreement (the “Acquisition Agreement”) with Adli Gummies Inc., an Ontario corporation which does business as Imaraïs Beauty (“Adli”), and its shareholders.
+Added: Pursuant to the Acquisition Agreement, through our wholly-owned subsidiary Healthy Extracts Canada Inc., a British Columbia corporation (“HE Canada”), we acquired one-hundred percent (100%) of the outstanding membership interests of Adli, which became our wholly-owned subsidiary.
+Added: As consideration for the purchase, 2,159,520 shares of Class B common stock of HE Canada (the “HE Canada Shares”) to Hefter, and 840,480 shares of our common stock to the rest of the Adli shareholders.
+Added: The HE Canada Shares are exchangeable at the option of Hefter for shares of our common stock on a one-for-one basis.
+Added: Combined with the cancellation of 3,000,000 shares of our common stock held by our Director and Chief Executive Officer Donald Swanson in connection with the transaction, and assuming the exchange of the HE Canada Shares for shares of our common stock, the total shares issued pursuant to the Acquisition Agreement constitute approximately 17.76% of our total issued and outstanding shares of common stock.
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”).
16 unchanged sentences
(b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion;
−Removed: (c) no initial net investment, which typically excludes the amount
+Added: (c) no initial net investment, which typically excludes the amount borrowed;
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.
46 unchanged sentences
Concentration
−Removed: 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.
+Added: There is no concentration of revenue for the year ended December 31, 2025 and for the months ending June 30, 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 ending June 30, 2026 due to only having two customers.
+Added: Additionally, Adli Gummies, Inc.
+Added: has a concentration of revenue due to a large order which was delivered in June 2026.
The Company uses the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the accounting bases and the tax bases of the Company’s assets and liabilities.
7 unchanged sentences
If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement.
−Removed: At March 31, 2026 and December 31, 2025, there were no uncertain tax positions that required accrual.
+Added: At June 30, 2026 and December 31, 2025, there were no uncertain tax positions that required accrual.
Fair Value Measurements
10 unchanged sentences
The Company measures and reports certain financial instruments as liabilities at fair value on a recurring basis.
−Removed: The fair value of these instruments as of March 31, 2026 and December 31, 2025 was as follows:
+Added: The fair value of these instruments as of June 30, 2026 and December 31, 2025 was as follows:
Fair Value at December 31, 2024
2 unchanged sentences
Derivative liability
−Removed: Fair Value at March 31, 2026
−Removed: March 31, 2026
+Added: Fair Value at June 30, 2026
+Added: June 30, 2026
Derivative liability
1 unchanged sentence
Derivative liability
−Removed: The details of derivative liability transactions for the months ended March 31, 2026 and the year ended December 31, 2025 are as follows:
+Added: The details of derivative liability transactions for the months ending June 30, 2026 and the 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
−Removed: Issued during the month ended March 31, 2026
+Added: Issued during the months ending June 30, 2026
Derivative liabilities debt discount
Change in fair value recognized in operations
−Removed: Converted during the month ended March 31, 2026
−Removed: Balance, March 31, 2026
−Removed: 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.
+Added: Converted during the months ending June 30, 2026
+Added: Balance, June 30, 2026
+Added: The Company did not transfer any assets or liabilities measured at fair value on a recurring basis between levels during the months ending June 30, 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.
21 unchanged sentences
The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded under change in fair value on derivative, in the consolidated operation statements, as a gain or loss on extinguishment of the two separate liabilities.
−Removed: During the month ended March 31, 2026, the Company did not issue any convertible debt.
+Added: During the months ending June 30, 2026, the Company did not issue any convertible debt.
Recent Accounting Pronouncements
36 unchanged sentences
Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and expenses.
−Removed: 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 .
+Added: As a result, the Company incurred accumulated net losses from Inception (December 19, 2014) through the months ended June 30, 2026 of $ 20,450,948 .
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.
2 unchanged sentences
NOTE 4 – RELATED PARTY
−Removed: 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.
+Added: For the months ending June 30, 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
−Removed: Original Principal
−Removed: Balance at March 31,
Unsecured debt A
+Added: March 2019, March and June 2020
Unsecured debt I
1 unchanged sentence
Unsecured debt L
+Added: November 14, 2024
+Added: November 13, 2027
Unsecured debt N
+Added: July 21, 2025
+Added: July 20, 2026
Unsecured debt O
+Added: July 31, 2025
+Added: January 31, 2026
Unsecured debt P
+Added: December 13, 2025
+Added: December 12, 2026
+Added: Unsecured debt Q
+Added: Unsecured debt R
+Added: Unsecured debt S
Total notes payable
6 unchanged sentences
During the fourth quarter 2024, the Company made a payment of $200 towards part of this unsecured loan.
−Removed: As of March 31, 2026, the outstanding principal balance of unsecured debt A totaled $666.
+Added: As of June 30, 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.
−Removed: As of March 31, 2026, the outstanding principal balance of unsecured debt totaled $177,500.
+Added: As of June 30, 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.
−Removed: As of March 31, 2026, the outstanding principal balance of unsecured debt L totaled $136,475.
+Added: As of June 30, 2026, the outstanding principal balance of unsecured debt L totaled $124,609.
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.
−Removed: As of March 31, 2026, the outstanding principal balance of unsecured debt N totaled $346,667.
+Added: As of June 30, 2026, the outstanding principal balance of unsecured debt N totaled $357,500.
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.
−Removed: As of March 31, 2026, the outstanding principal balance of unsecured debt O totaled $82,500.
+Added: As of June 30, 2026, the outstanding principal balance of unsecured debt O totaled $82,500.
Unsecured debt P:
2 unchanged sentences
Interest will accrue at an interest rate of 7.49% per annum on any unpaid principal amount.
−Removed: As of March 31, 2026, the outstanding principal balance of unsecured debt P totaled $74,336.
+Added: As of June 30, 2026, the outstanding principal balance of unsecured debt P totaled $72,979.
+Added: Unsecured debt Q:
+Added: On May 15, 2026, Donald Swanson agreed to loan 3,000,000 shares of common stock back to the company to acquire Adli Gummies, Inc.
+Added: The board of directors agreed to reissue these shares at a later date in the future.
+Added: The value of the shares was valued at $5,400,000.
+Added: As of June 30, 2026, the outstanding principal balance of unsecured debt Q totaled $5,400,000.
+Added: Unsecured debt R:
+Added: On May 15, 2026, the Company assumed a prior shareholders note as part of the Adli Gummies, Inc.
+Added: This note is unsecured and do not have a payment due date at an interest rate of 0.00%.
+Added: As of June 30, 2026, the outstanding principal balance of unsecured debt R totaled $17,682.
+Added: Unsecured debt S:
+Added: On May 28, 2026, the Company received an unsecured loan in the principal of $100,000 with a loan origination fee in the amount of $10,000, which will be amortized over the life of the loan as interest expense.
+Added: The net proceeds from this loan were $100,000.
+Added: The loan is unsecured and is due for repayment on May 27, 2027.
+Added: Interest will accrue at an interest rate of 10% per annum on any unpaid principal amount.
+Added: 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.
+Added: As of June 30, 2026, the outstanding principal balance of unsecured debt R totaled $101,666.
NOTE 5 – RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
18 unchanged sentences
Supplemental statements of operations information related to leases are as follows:
−Removed: March 31, 2026
−Removed: Cash paid for amounts included in the measurement of lease liabilities for the month ending March 2026
+Added: Months ending
+Added: June 30, 2026
+Added: Cash paid for amounts included in the measurement of lease liabilities for the months ending June 2026
Weighted average remaining lease term – operating leases (in years)
+Added: 1.67 and 2.25
Average discount rate – operating leases
12.0 % and 4.25 %
−Removed: March 31, 2026
+Added: June 30, 2026
Operating leases
3 unchanged sentences
Short-term operating lease liabilities
−Removed: $ ( 191,150 )
Long-term operating lease liabilities
Total operating lease liabilities
−Removed: $ ( 471,553 )
The following table summarizes the future undiscounted cash payments reconciled to the lease liability:
6 unchanged sentences
NOTE 6 – NOTES PAYABLE
−Removed: As of December 31, 2025, the Company had the following:
+Added: As of the months ending June 30, 2026 and December 31, 2025, the Company had the following:
Issuance Date
Maturity Date
−Removed: Interest Rate
−Removed: Original Principal
−Removed: March 31, 2026
−Removed: December 31, 2025
Unsecured debt D
+Added: March 20, 2023
+Added: August 17, 2024
Secured debt E
Secured debt F
+Added: July 26, 2023
Secured debt G
+Added: December 19, 2023
+Added: December 18, 2024
Unsecured debt J
+Added: March 18, 2024
Secured debt K
+Added: April 15, 2024
+Added: October 15, 2025
Secured debt M
+Added: June 20, 2025
+Added: December 20, 2026
+Added: Secured debt N
+Added: April 6, 2026
+Added: October 5, 2028
+Added: Secured debt R
+Added: Secured debt S
+Added: April 6, 2026
+Added: Unsecured debt T
+Added: January 23, 2026
+Added: April 17, 2027
+Added: Secured debt U
+Added: October 1, 2025
+Added: Multiple Due Date
+Added: Multiple % Rates
+Added: Secured debt V
+Added: October 1, 2025
+Added: April 12, 2030
+Added: Secured debt W
+Added: October 1, 2025
+Added: October 22, 2026
+Added: Unsecured debt X
+Added: Multiple % Rates
Total notes payable
11 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.
−Removed: As of March 31, 2026, the principal balance of the note was paid off.
+Added: As of June 30, 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.
−Removed: As of March 31, 2026, the principal balance of the note was paid off.
+Added: As of June 30, 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.
−Removed: As of March 31, 2026, the principal balance of the note was paid off.
+Added: As of June 30, 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.
−Removed: 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.
+Added: During 2024, the Company has made principal payments totaling $92,526 towards the secured debt E As of June 30, 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.
−Removed: As of March 31, 2026, the principal balance of the note was paid off.
+Added: As of June 30, 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.
−Removed: As of March 31, 2026, the principal balance of the note was paid off.
+Added: As of June 30, 2026, the principal balance of the note was paid off.
Secured debt M:
4 unchanged sentences
Payment will be made daily at a repayment rate of 24% of daily sales and will be due December 20, 2026 and will continue until full amount owed is paid.
−Removed: During 2025, the Company has made principal payments totaling $100,750 towards the secured debt M.
+Added: During 2025, the Company
+Added: has made principal payments totaling $100,750 towards the secured debt M.
During 2026, the Company has made principal payments totaling $72,850 towards the secured debt M.
−Removed: As of March 31, 2026 the principal balance of secured debt M was $18,824.
+Added: As of June 30, 2026 the principal balance of secured debt M was paid off.
+Added: Secured debt N:
+Added: On April 6, 2026, the Company agreed to a secured loan by any rights, title or interest in their account.
+Added: The principal loan amount was $140,000 and will have a loan term of eighteen months.
+Added: 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.
+Added: A total of $2,147 of the interest has been expensed in 2026.
+Added: Payment will be made daily at a repayment rate of 25% of daily sales and will be due October 5, 2028 and will continue until full amount owed is paid.
+Added: During 2026, the Company has made principal payments totaling $35,214 towards the secured debt N.
+Added: As of June 30, 2026 the principal balance of secured debt N was $106,933.
+Added: Unsecured debt R:
+Added: On May 15, 2026, the Company executed a secured promissory note in the principal amount of $165,000.
+Added: The Company will make net profits payments immediately preceding each month until this note is paid off.
+Added: There is no interest accrued on this note except in the event of default in which interest will accrue at the rate of ten percent (10%) per annum until such time as the default is cured.
+Added: The loan is secured by all the assets of Adli Gummies.
+Added: Unsecured debt S:
+Added: On May 15, 2026, the Company executed a secured promissory note in the principal amount of $629,000.
+Added: The Company will make net profits payments immediately preceding each month until this note is paid off.
+Added: There is no interest accrued on this note except in the event of default in which interest will accrue at the rate of ten percent (10%) per annum until such time as the default is cured.
+Added: The loan is secured by all the assets of Adli Gummies.
+Added: Unsecured debt T:
+Added: On January 23, 2026, the Company received an unsecured loan in the principal of $193,600 with a loan origination fee in the amount of $17,600, which will be amortized over the life of the loan as interest expense.
+Added: The net proceeds from this loan were $176,000.
+Added: The loan is unsecured and the initial payment of $14,987 will be due on April 17, 2027.
+Added: There will be fourteen monthly payments due on the 17th day of each following month, beginning on March 17, 2026 through April 17, 2026.
+Added: Interest will accrue at an interest rate of 12% per annum on any unpaid principal amount.
+Added: If the Company defaults on the loan, the default interest will increase to 16% per annum.
+Added: The Company has accrued $6,769 in interest and will accrue an additional $10,831 of interest over the life of the loan.
+Added: During 2026, the Company has made principal payments totaling $52,836 towards the unsecured debt T.
+Added: As of June 30, 2026, the principal balance of the note was $133,824.
+Added: Secured debt U:
+Added: On October 1, 2026, the Company agreed to pay several secured loans which were taken from the Gummy USA merger.
+Added: There are five loans taken out in Donald Swanson’ name which are secured by his personal property.
+Added: The interest rates range from 8.14% to 10.21%.
+Added: The notes range from 5 years to 30 years terms.
+Added: During 2026, the Company has made principal payments totaling $13,691 towards the secured debt U.
+Added: As of June 30, 2026 the principal balance of secured debt U was 937,468.
+Added: Secured debt V:
+Added: On October 1, 2026, the Company assumed a secured loans which were included in the Gummy USA merger.
+Added: This loan is secured by a vehicle.
+Added: The interest rate is 9%.
+Added: The notes due date is April 12, 2030.
+Added: The Company makes monthly payments in the total of $1,555.27.
+Added: During 2026, the Company has made principal payments totaling $6,300 towards the secured debt U.
+Added: As of June 30, 2026 the principal balance of secured debt U was 59,691.
+Added: Secured debt W:
+Added: On October 1, 2026, the Company assumed a secured loans which were included in the Gummy USA merger.
+Added: This loan is secured by company assets.
+Added: The interest rate is 49.97%.
+Added: The notes due date is October 22, 2026.
+Added: The Company makes weekly payments in the total of $2,769.23.
+Added: During 2026, the Company has made principal payments totaling $72,000 towards the secured debt U.
+Added: As of June 30, 2026 the principal balance of secured debt W was $38,282.
+Added: Unsecured debt X:
+Added: On May 15, 2026 the Company assumed two unsecured loans in the Adli Gummy, Inc acquisition.
+Added: The total of the two notes was $531,338.
+Added: They are issued at an average of 7.45% interest rate.
+Added: Both loans are revolving credit with no monthly payments required.
+Added: During 2026, the Company has made principal payments totaling $492,000 towards the secured debt X.
+Added: As of June 30, 2026 the principal balance of secured debt U was $232,210.
NOTE 7 – CONVERTIBLE DEBT
−Removed: As of December 31, 2025, the Company had the following convertible debt outstanding:
+Added: As of the months ending June 30, 2026 and December 31, 2025, the Company had the following convertible debt outstanding:
Issuance Date
Maturity Date
−Removed: Interest Rate
−Removed: March 31, 2026
−Removed: December 31, 2025
Convertible promissory note #1
+Added: July 28, 2016
+Added: January 19, 2017
Convertible promissory note #2
+Added: August 5, 2023
Convertible promissory note #3
Convertible promissory note #4
+Added: January 24, 2023
+Added: April 24, 2024
Total notes payable
6 unchanged sentences
The conversion option for this note coverts at a 54% discount to the market price based on the lowest trading prices in the last 20 days trading period.
−Removed: The outstanding balance on convertible promissory note #1 as of March 31, 2026 was $6,750.
−Removed: 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:
+Added: The outstanding balance on convertible promissory note #1 as of June 30, 2026 was $6,750.
+Added: The fair value of the derivative as of June 30, 2026 was determined to be $48,353 using the Black-Scholes option pricing model based on the following assumptions:
common share price of $2.15 per share;
15 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.
−Removed: As of March 31, 2026, the principal balance of the note was paid off the principal balance of the note was paid off.
+Added: As of June 30, 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.
−Removed: As of March 31, 2026, the principal balance of the note was viewed as being fully paid.
+Added: As of June 30, 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.
−Removed: The payments will be $16,301.68 per month and
−Removed: will increase on June 24, 2025 to a payment of $23,901.68.
+Added: 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.
1 unchanged sentence
The total of principal paid during 2026 is $111,330 including debt discount.
−Removed: The convertible promissory note #4 was paid off during March 31, 2026 and has a balance owing of $0.
+Added: The convertible promissory note #4 was paid off during June 30, 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.
30 unchanged sentences
(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 .
−Removed: During the month ended March 31, 2026, the following transactions were recorded in the account “change in fair value on derivative”:
−Removed: (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 .
−Removed: The details of derivative liability transactions for the month ended March 31, 2026 and year ended December 31, 2025 are as follows:
+Added: During the months ended June 30, 2026, the following transactions were recorded in the account “change in fair value on derivative”:
+Added: (i) the change in the fair value of these derivative liabilities for the months ended June 30, 2026 resulted in a gain of $ 304,058 .
+Added: The details of derivative liability transactions for the months ended June 30, 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
−Removed: Issued during the month ended March 31, 2026
+Added: Issued during the months ended June 30, 2026
Derivative liabilities debt discount
Change in fair value recognized in operations
−Removed: Converted during the month ended March 31, 2026
−Removed: Balance, March 31, 2026
+Added: Converted during the months ended June 30, 2026
+Added: Balance, June 30, 2026
NOTE 9 – INCOME TAXES
−Removed: The effective income tax rate for the month ended March 31, 2026 and 2025 differs from the U.S.
+Added: The effective income tax rate for the months ending June 30, 2026 and 2025 differs from the U.S.
Federal statutory rate due to the following:
1 unchanged sentence
Change in valuation allowance
−Removed: The components of the deferred tax assets and liabilities at March 31, 2026 and 2025 are as follows:
+Added: The components of the deferred tax assets and liabilities at June 30, 2026 and 2025 are as follows:
Long-term deferred tax assets:
19 unchanged sentences
The voting rights of the Series A Preferred Stock are now equal to the number of shares of common stock into which the Series A Preferred Stock may convert.
−Removed: As of March 31, 2026, there are no outstanding shares of preferred stock.
+Added: As of June 30, 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
−Removed: During the month ended March 31, 2026, the Company issued 20,000 shares of common stock for services.
+Added: During the months ending March 31, 2026, the Company issued 20,000 shares of common stock for services.
They were issued at $1.94 per share.
+Added: During the months ending June 30, 2026, the Company issued 10,000 shares of common stock for services.
+Added: They were issued at $1.70 per share.
There were no shares issued during the first quarter 2025.
−Removed: During the three months ended June 30, 2025, the Company issued 4,584 shares of common stock for services.
+Added: During the three months ending June 30, 2025, the Company issued 4,584 shares of common stock for services.
They were issued at $2.00 per share.
1 unchanged sentence
They were issued at $2.00 per share.
−Removed: During the three months ended September 30, 2025, the Company issued 653,458 shares of common stock for services.
+Added: During the three months ending 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.
2 unchanged sentences
The shares of common stock were reissued as of October 1, 2025.
−Removed: During the three months ended December 31, 2025, there were no shares issued.
+Added: During the three months ending December 31, 2025, there were no shares issued.
+Added: Treasury Share
+Added: During the months ending June 30, 2026, the Company received back 3,000,000 shares of common stock as a loan from a shareholder which were held in the treasury.
+Added: 840,480 shares were issued from the treasury in regards to the acquisition of Adli Gummies, Inc.
Warrant Issuances
4 unchanged sentences
Outstanding at December 31, 2025
−Removed: Outstanding at March 31, 2026
−Removed: Vested and expected to vest at March 31, 2026
−Removed: Exercisable at March 31, 2026
−Removed: 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.
+Added: Outstanding at June 30, 2026
+Added: Vested and expected to vest at June 30, 2026
+Added: Exercisable at June 30, 2026
+Added: At June 30, 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
−Removed: The following summary of options activity for the month ended March 31, 2026 is presented below:
+Added: The following summary of options activity for the month’s ended June 30, 2026 is presented below:
Outstanding at December 31, 2025
−Removed: Outstanding at March 31, 2026
−Removed: Vested and expected to vest at March 31, 2026
−Removed: Exercisable at March 31, 2026
−Removed: 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.
−Removed: The following summary of restricted stock units’ activity for the month ended March 31, 2026 is presented below:
+Added: Outstanding at June 30, 2026
+Added: Vested and expected to vest at June 30, 2026
+Added: Exercisable at June 30, 2026
+Added: As of June 30, 2026, the intrinsic value of these stock options was $0 as the exercise price of these stock options were greater than the market price.
+Added: The following summary of restricted stock units’ activity for the month’s ended June 30, 2026 is presented below:
Non-vested at December 31, 2025
−Removed: Non-vested at March 31, 2026
+Added: Non-vested at June 30, 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.
−Removed: 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.
+Added: As of June 30, 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:
+Added: Months Ending
Risk-free interest rate
3 unchanged sentences
NOTE 11 – BUSINESS SEGMENT INFORMATION
−Removed: 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.
−Removed: The following table presents selected financial information about the Company’s reportable segments for the month ended March 31 , 2026.
+Added: As of June 30 , 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.
+Added: The following table presents selected financial information about the Company’s reportable segments for the months ended June 30 , 2026.
HEALTH SUPPLEMENTS
5 unchanged sentences
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.
−Removed: The following table presents selected financial information about the Company’s reportable segments for the nine months ended December 31 , 2025.
+Added: The following table presents selected financial information about the Company’s reportable segments for the year-ending December 31 , 2025.
HEALTH SUPPLEMENTS
5 unchanged sentences
Currently, BergaMet and UBN’s customers are located in the United States of American and Canada.
−Removed: Their revenues to the Company’s customers are not material to its overall total sales.
−Removed: 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.
+Added: The Company’s largest customers, Natural Grocers and Emerson Ecologics, LLC, account for less than 1% of its total sales in the months ending June 30, 2026 and year ended December 31 , 2025.
+Added: Gummy USA supplies Adli Gummies goods.
+Added: Adli Gummies customers are located in the United States of American and Canada.
+Added: They have several large customers but currently due to a large order, Adli Gummies has a concentration of sales to one customer of 58% during the months ending June 30, 2026.
NOTE 12 – SUBSEQUENT EVENTS
−Removed: 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.
−Removed: On April 30, 2026, the Company agreed to a secured loan by any rights, title or interest in their account.
−Removed: The principal loan amount was $140,000 and will have a loan term of eighteen months.
−Removed: 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.
−Removed: On May 5, 2026, secured debt M was paid off in full.
+Added: The Company evaluated its June 30, 2026 financial statements for subsequent events through August 12, 2026, the date the financial statements were available to be issued.
+Added: On July 1 st , 2026, Kevin “Duke” Pitts resigned as our President, Chief Operating Officer, and as a member of our Board of Directors.
+Added: The position of President and Chief Operating Officer will remain vacant until further notice.
+Added: On July 7 th , 2026, Aaron Hefter resigned as our Chief Brand Officer.
+Added: The position of Chief Brand Officer will remain vacant until further notice.
+Added: On July 17 th , 2026, we entered into a Securities Purchase Agreement whereby we issued a Promissory Note in the principal amount of $258,750 to LABRYS FUND II, L.P., a Delaware limited partnership.
+Added: The Note has an original issue discount of $33,750, a maturity date of one year, and bears interest at the rate of ten percent (10%) per annum (which is earned in full in advance).
+Added: We received a net amount of $225,000, minus expenses, upon issuance of the Note.
+Added: The Note may not be prepaid without the Holder’s consent.
+Added: The Note is convertible after 180 days at a conversion price of the lesser of (i) $2.00 per share, or (ii) 75% of the lowest closing bid price of our common stock during the fifteen (15) trading days immediately preceding the conversion date.
+Added: We are further required to make monthly amortization payments of principal and interest in the amount of $36,964.28 beginning January 18, 2027 and continuing for six (6) months thereafter, unless some or all of the Note has been converted into our common stock.
ITEM 2 M a nagement’s Discussion and Analysis of Financial Condition and Results of Operations
22 unchanged sentences
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.
−Removed: In October 2025, we acquired GummyUSA, which accelerated our revenue growth and increased our gross profit.
+Added: In October 2025, we acquired GummyUSA, and in May 2026 we acquired Adli Gummies Inc.
+Added: (dba Imaraïs Beauty), 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.
−Removed: 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.
+Added: GummyUSA added contract manufacturing and formulation services to our offering, while Adli Gummies added a full line of functional beauty and wellness gummies, and as a result 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.
+Added: Our most recent acquisition, Adli Gummies Inc.
+Added: (dba Imaraïs Beauty) added beauty and wellness gummies for skincare, haircare, and women's wellness.
+Added: The brand's proprietary ‘ingestible beauty' formulations and stylistic packaging create a unique consumer experience unique on the market today.
Our Financial Condition and Going Concern Issues
Our net loss from inception to December 31, 2025 was $20,121,462, and we had limited cash resources at December 31, 2025 of $146,935.
+Added: Our net loss from inception to June 30, 2026 has increased slightly to $20,450,948, and our cash at June 30, 2026 increased to $189,958.
Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
3 unchanged sentences
Moreover, financing will likely be dilutive to our stockholders.
−Removed: Results of Operations for the Three Months Ended March 31, 2026 and 2025
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Results of Operations for the Three and Six Months Ended June 30, 2026 and 2025
+Added: We had revenues of $2,067,212 and $3,677,956, respectively, for the three and six months ended June 30, 2026, compared to $968,656 and $1,899,935, respectively, for the three and six months ended June 30, 2025.
+Added: Our cost of revenue was $614,768 and $1,236,811, respectively, for the three and six months ended June 30, 2026, compared to $375,828 and $882,123, respectively, for the three and six months ended June 30, 2025.
+Added: Our operating expenses were $1,501,206 and $2,818,116, respectively, for the three and six months ended June 30, 2026, compared to $698,4344 and $1,232,267, respectively, for the three and six months ended June 30, 2025.
Our operating expenses consisted entirely of general and administrative expenses.
−Removed: 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.
+Added: Our net income (loss) was $(129,389) and $(329,486), respectively, for the three and six months ended June 30, 2026, compared to $67,120 and $(331,739), respectively, for the three and six months ended June 30, 2025.
Revenues and Net Operating Loss
−Removed: 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:
+Added: Our revenue, cost of revenue, gross profit, operating expenses, other income (expense), and net loss for the three and six months ended June 30, 2026 and 2025 were as follows:
Three Months Ended
+Added: Six Months Ended
Three Months Ended
−Removed: March 31, 2026
−Removed: March 31, 2025
+Added: Six Months Ended
+Added: June 30, 2026
+Added: June 30, 2026
+Added: June 30, 2025
+Added: June 30, 2025
Cost of Revenue
5 unchanged sentences
Change in fair value on derivative
+Added: Gain/loss of foreign transactions
Gain/loss of disposal of assets
1 unchanged sentence
Net income (loss)
−Removed: 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%.
+Added: We had revenues of $2,067,212 and $3,677,956, respectively, for the three and six months ended June 30, 2026, compared to $968,656 and $1,899,935, respectively, for the three and six months ended June 30, 2025, an increase of $1,098,556, or 113%, and $1,778,020, or 94%, respectively.
We expect revenue growth to increase as our direct consumer sales and marketing efforts continue to perform.
Cost of Revenue
−Removed: 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%.
−Removed: 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%.
−Removed: 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.
+Added: Our cost of revenue was $614,768 and $1,236,811, respectively, for the three and six months ended June 30, 2026, compared to $375,828 and $882,123, respectively, for the three and six months ended June 30, 2025, an increase of $238,940, or 64%, and $354,688, or 40%, respectively.
+Added: Cost of revenue as a percentage of revenues was 30% and 34%, respectively, for the three and six months ended June 30, 2026, and 39% and 46%, respectively, for the three and six months ended June 30, 2025.
General and Administrative
−Removed: 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%.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Our general and administrative expenses were $1,501,206 and $2,818,116, respectively, for the three and six months ended June 30, 2026, compared to $698,434 and $1,232,267, respectively, for the three and six months ended June 30, 2025, an increase of $802,772, or 115%, and $1,585,849, or 129%, respectively.
+Added: In the six months ended June 30, 2026, general and administrative expenses consisted mainly of advertising of $404,022, consulting fees of $483,156, stock-based compensation $242,389, salaries and wages of $507,412 and selling fees of $280,212.
+Added: In the three months ended June 30, 2025, general and administrative expenses consisted mainly of advertising of $555,501, consulting fees of $209,700, stock-based compensation $120,152, salaries and wages of $120,152 and accounting and legal fees of $99,008.
Other Income (Expense)
−Removed: 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%.
−Removed: 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).
−Removed: 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).
+Added: Other income (expense) was $(80,626) and $47,486, respectively, for the three and six months ended June 30, 2026, compared to $172,727 and $(117,285), respectively, for the three and six months ended June 30, 2025, a decrease of $253,353, or 147%, and an increase of $164,770, or 140%, respectively.
+Added: In the six months ended June 30, 2026, other income (expense) consisted of interest expense, net of interest income of $(106,632), change in fair value on derivative of $21,039, and gain/loss of foreign transactions of $4,966.
+Added: In the three months ended June 30, 2025, other income (expense) consisted of interest expense, net of interest income of $(63817) and change in fair value on derivative of $(53,468).
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)
−Removed: 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.
+Added: Net income (loss) was $(129,389), or $(0.01) per share, and $(329,486), or $(0.02), respectively, per share, for the three and six months ended June 30, 2026, compared to $67,120, or $0.02 per share, and $(331,739), or $(0.11), respectively, for the three and six months ended June 30, 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
−Removed: During the three months ended March 31, 2026, we had positive operating cash flows.
−Removed: Our cash on hand as of March 31, 2026 was $164,385.
−Removed: 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.
+Added: During the six months ended June 30, 2026, we had positive operating cash flows.
+Added: Our cash on hand as of June 30, 2026 was $189,958.
+Added: While we had positive net cash from operations for both the six months ended June 30, 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.
−Removed: Our cash, current assets, total assets, and current and total liabilities as of March 31, 2026 and December 31, 2025 were as follows:
+Added: Our cash, current assets, total assets, and current and total liabilities as of June 30, 2026 and December 31, 2025 were as follows:
Total Current Assets
Total Current and Total Liabilities
−Removed: 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.
−Removed: 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.
−Removed: Our accumulated deficit increased during the three months ended March 31, 2026, by $200,590 to $20,322,053.
+Added: Our cash increased slightly by $43,022.
+Added: Our total current assets increased slightly during the six months ended June 30, 2026 primarily as a result of our increase in accounts receivable of $419,268, offset in part by our decrease in inventory of $199,243.
+Added: Our total assets increased slightly during the six months ended June 30, 2026 primarily as a result of our increase in goodwill of $2,158,042, offset in part by a decrease in our fixed assets of $348,093.
+Added: Our accumulated deficit increased during the six months ended June 30, 2026, by $329,486 to $20,450,948.
In order to repay our obligations in full or in part when due, we will be required to raise significant capital from other sources.
1 unchanged sentence
Cash Requirements
−Removed: Our cash on hand as of March 31, 2026 was $164,385.
−Removed: 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.
+Added: Our cash on hand as of June 30, 2026 was $189,958.
+Added: While we had positive net cash from operations for the six months ended June 30, 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
−Removed: 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.
+Added: We had net cash from operating activities of $411,983 for the six months ended June 30, 2026, compared to $77,236 for the six months ended June 30, 2025.
We use our cash for normal business operations.
−Removed: 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.
−Removed: 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.
+Added: Our net cash from operating activities for the six months ended June 30, 2026 consisted of our net loss of $329,486, plus in part a change in fair value on derivative liability of $304,058 and accrued liabilities of $118,148, offset in part by depreciation and amortization of $348,093, an increase in our inventory of $344,425, and warrants issued for services of $225,389.
+Added: Our net cash from operating activities for the six months ended June 30, 2025 consisted of our net loss of $331,739, plus a decrease in note receivable of $100,000, offset in part by increase in inventory of $254,337.
Investing Activities
−Removed: 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.
+Added: Our net cash provided by (used in) investing activities was $95,971 for the six months ended June 30, 2026, consisting entirely of net cash from the Adli Gummies acquisition, and $(19,302) for the six months ended June 30, 2025, consisting entirely of a fixed asset purchase.
Financing Activities
−Removed: 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.
−Removed: 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.
+Added: Our net cash provided by (used in) financing activities for the six months ended June 30, 2026 was $(464,931), compared to $30,540 for the six months ended June 30, 2025.
+Added: Our net cash used in financing activities for the six months ended June 30, 2026 consisted primarily of proceeds from the issuance of notes payable of $316,000, plus proceeds from the issuance of notes payable – related party of $100,000, offset in part by repayment of notes payable of $245,076, repayment of line of credit $492,000 and repayment of convertible debt of $106,000.
ITEM 3 Quantitative and Qualitative Disclosures About Market Risk
1 unchanged sentence
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.