HEALTHY EXTRACTS INC. 10-Q

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds From May through August 2021, we issued convertible promissory notes with an aggregate face value of $615,000, plus warrants to acquire an aggregate of 6,150,000 shares of our common stock, to a total of nineteen (19) investors. The notes are convertible into our common stock at th election of the holder at $0.05 per share. The warrants are exercisable for a period of five (5) years at $0.075 per share. In connection with the sale of the notes and warrants to U.S. investors, HP Securities, Inc. was paid ten percent (10%) of the offering proceeds in cash, and issued one million (1,000,000) shares of our common stock and warrants to acquire 230,000 shares of our common stock at an exercise price of $0.05 per share. The note, warrants, and common stock were offered and sold in reliance on an exemption from registration pursuant to Rule 506(b) of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended. The investors have acquired the securities for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof. The securities were not issued through any general solicitation or advertisement. ITEM 3 Defaults Upon Senior Securities There have been no events which are required to be reported under this Item. ITEM 4 Mine Safety Disclosures Not applicable.