What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-11-15 compared with 2021-08-16 · 270 added, 244 removed, 477 unchanged (52% of the section changed)

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BALANCE SHEETS

SEPTEMBER 30,

CURRENT ASSETS

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STOCKHOLDERS EQUITY (DEFICIT)

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,

2,500,000,000 shares authorized, 318,302,410 and 121,610,085 shares issued and outstanding, respectively

Preferred stock, $ 0.001 par value, 75,000,000 shares authorized, none and none shares issued and outstanding, respectively

Common stock, $ 0.001 par value, 2,500,000,000 shares authorized, 319,480,188 and 308,887,410 shares issued and outstanding, respectively

Additional paid-in capital

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STATEMENT OF OPERATIONS

FOR THE MONTH ENDING JUNE 30, 2021

THE 3 AND 9 MONTHS ENDING SEPTEMBER 30, 2021 AND 2020

FOR THE 3 MONTHS ENDED

FOR THE 9 MONTHS ENDED

SEPTEMBER 30,

Gross revenue

Less selling fees

COST OF REVENUE

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Change in fair value on derivative

( 1,287,971 )

Loss on extinguishment of debt

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( 2,523,857 )

( 1,851,387 )

( 2,760,363 )

NET GAIN/(LOSS)

2 unchanged sentences

$ ( 946,876 )

$ ( 2,760,363 )

Loss per share - basic and diluted

4 unchanged sentences

FOR THE 9 MONTHS

SEPTEMBER 30,

Cash Flows from Operating Activities:

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$ ( 946,876 )

Adjustments to reconcile net loss to net cash used in

operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

2 unchanged sentences

Change in fair value on derivative liability

( 1,050,109 )

Loss on extinguishment of debt

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Proceeds from issuance of noted payable - related party

( 1,050,000 )

Payments for repayment of notes payable - related party

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

HEALTHY EXTRACTS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)

FOR THE MONTHS ENDING JUNE 2021 AND 2020

EXTRACTS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)

THE 9 MONTHS ENDING SEPTEMBER 30, 2021

Preferred Stock

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Issuance of common stock for services

Net (loss) gain for the period

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( 2,523,857 )

Balance - June 30, 2021

Balance - September 30, 2021

$ ( 15,480,355 )

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to more accurately reflect our business.

has acquired BergaMet NA, LLC and Ultimate Brian Nutrients, LLC which market and sell heath supplemental products.

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

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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of the Companys management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary

(consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2021 and the results of

operations and cash flows for the periods presented.

The results of operations for the six months ended June 30, 2021 are not necessarily

indicative of the operating results for the full fiscal year or any future period.

These unaudited consolidated financial statements

should be read in conjunction with the financial statements and related notes thereto included in the Companys form 10-K for the

year ended December 31, 2019 filed with the SEC on August 10, 2020.

(consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2021 and the results

of operations and cash flows for the periods presented.

The results of operations for the nine months ended September 30, 2021 are not

necessarily indicative of the operating results for the full fiscal year or any future period.

These unaudited consolidated financial

statements should be read in conjunction with the financial statements and related notes thereto included in the Companys form

10-K for the year ended December 31, 2020 filed with the SEC on February 19, 2021.

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

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to determine if all items are still sellable due to expiration dates.

As of June 30, 2021 and 2020, the total of inventory which was

written off as an inventory allowance was $ 1,8543,758 and $ 748,972 .

As of September 30, 2021 and 2020, the total of inventory which

was written off as an inventory allowance was $ 1,543,758 and $ 748,972 .

and Equipment

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If the carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

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

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.

of June 30, 2021, the Company believes that based upon qualitative factors, no impairment of indefinite-lived intangible assets is necessary.

of September 30, 2021, the Company believes that based upon qualitative factors, no impairment of indefinite-lived intangible assets

is necessary.

accordance with Goodwill and Other Intangible Assets, goodwill is defined as the excess of the purchase price over the fair value assigned

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the Companys fourth fiscal quarter or more frequently if indicators of impairment exist.

The performance of the test involves a two-step

The first step of the impairment test involves comparing the fair value of the Companys reporting units with each respective

reporting units carrying amount, including goodwill.

The fair value of reporting units is generally determined using the income approach.

If the carrying amount of a reporting unit exceeds the reporting units fair value, the second step of the goodwill impairment test is

performed 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 units goodwill with the carrying amount of that goodwill.

The Company sees the goodwill to have a ten-year

No goodwill impairment indicators were present, for the goodwill listed on the books as of June 30, 2021, after working

through our analysis of goodwill during the year ending June 30, 2021.

The performance of the test involves a

two-step process.

The first step of the impairment test involves comparing the fair value of the Companys reporting units with

each respective reporting units carrying amount, including goodwill.

The fair value of reporting units is generally determined

using the income approach.

If the carrying amount of a reporting unit exceeds the reporting units fair value, the second step of

the goodwill impairment test is performed 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 units goodwill with the carrying amount of that goodwill.

sees the goodwill to have a ten-year useful life.

No goodwill impairment indicators were present, for the goodwill listed on the books

as of September 30, 2021, after working through our analysis of goodwill during the year ending September 30, 2021.

Company has determined that the method applied represents the fair value of the asset group principally because the valuation of the

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computed using the income approach.

The key input to these computations is the anticipated cash inflows from customers.

These valuations include 100% of the cash inflows related to the customer base, and taking cash outflows into consideration.

value of working capital (including accounts receivable, inventory, accrued expenses, and accounts payables).

Due to the short-term nature

of the working capital, book value has been determined to be fair value.

The key input to these computations

is the anticipated cash inflows from customers.

These valuations include 100% of the cash

inflows related to the customer base, and taking cash outflows into consideration.

value of working capital (including accounts receivable, inventory, accrued expenses, and

accounts payables).

Due to the short-term nature of the working capital, book value has been

determined to be fair value.

These accounts represent either avoided future outflows (inventory,

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value of five years of revenue (2021 to 2025):

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

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.

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 sum of these values reasonably approximates this approach.

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January 1, 2019, the Company implemented ASC 606, Revenue from Contracts with Customers.

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 within them.

These included the development of new policies based on the five-step model

provided in the new revenue standard, ongoing contract review requirements, and gathering of information provided for disclosures

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 within them.

These included the development of new policies based on the five-step model provided in the new

revenue standard, ongoing contract review requirements, and gathering of information provided for disclosures

Company recognizes revenue and cost of goods sold from product sales or services rendered when control of the promised goods are transferred

to our clients in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services.

Our recognizes revenue policy includes all sales channels which include the Company website channel or any other selling channel

like Amazon, doctors offices, and walk-in sales.

Our recognizes revenue policy includes all sales channels which include the Company website channel or any other selling channel like

Amazon, doctors offices, and walk-in sales.

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

the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction

contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction

price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation.

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Concentration

is no concentration of revenue for the months ended June 30, 2020 and the months ended June 30, 2021 because the revenue was earned from

multiple customers.

is no concentration of revenue for the months ended September 30, 2020 and the nine months ended September 30, 2021 because the revenue

was earned from multiple customers.

Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes.

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is believed more likely than not to be realized.

For the period ending June 30, 2020 and June 30, 2021, the Company did not have any

amounts recorded pertaining to uncertain tax positions.

For the period ending September 30, 2020 and September 30, 2021, the Company did not

have any amounts recorded pertaining to uncertain tax positions.

Value Measurements

Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value

as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value

measurements.

Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value as

used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which

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Schedule of Fair Value of Financial Liability on Recurring Basis

Balance, January 1, 2021

Issued during the year ended June 30, 2021

Change in fair value recognized in operations

Converted during the year ended June 30, 2021

Balance, June 30, 2021

January 1, 2021

during the year ended September 30, 2021

in fair value recognized in operations

during the year ended September 30, 2021

September 30, 2021

Accounting Pronouncements

May 2014, the Financial Accounting Standards Board (FASB) issued ASU No.

2014-09, Revenue from Contracts with Customers

ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry specific requirements and converges

areas under this topic with those of the International Financial Reporting Standards.

The ASU implements of five–step process for

customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards.

The amendment

also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with

Other major provisions include the capitalization and amortization of certain contract cost, ensuring the time value of money

is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved

in certain circumstances.

The amendments in this ASU are effective for reporting period beginning after December 15, 2016, and early

adoption is prohibited.

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

date of adoption.

2014-09, Revenue from Contracts with Customers (Topic

ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry specific requirements and converges areas

under this topic with those of the International Financial Reporting Standards.

The ASU implements of five–step process for customer

contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards.

The amendment also requires

enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers.

major provisions include the capitalization and amortization of certain contract cost, ensuring the time value of money is considered

in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain

circumstances.

The amendments in this ASU are effective for reporting period beginning after December 15, 2016, and early adoption is

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

Companys revenues are recognized when control of the promised goods or services is transferred to our clients (upon shipment of

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During the months

ended June 30, 2021, the Company issued $745,000 of convertible debt with a bifurcated conversion option.

ended September 30, 2021, the Company issued $200,000 of convertible debt with a bifurcated conversion option.

Stock Purchase Warrants

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of the Companys common stock.

other holders of Convertible Promissory Notes agreed to convert their notes for an aggregate of 806,015 shares of common stock.

other holders of Convertible Promissory Notes agreed to convert their notes for an aggregate of 806,015 shares of common stock prior

to the Exchange.

As a result of these transactions, no convertible promissory notes remain outstanding, except for those convertible

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As a result, the Company incurred accumulated net losses from Inception (December 19,

2014) through the period ended June 30, 2021 of $14,747,885.

Due to our negative cash flow, the Company has substantial doubt about the

entitys ability to continue as a going concern within one year after the date that the financial statements are issued.

the Companys development activities since inception have been financially sustained through equity financing.

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 entitys ability to continue as a going concern.

2014) through the period ended September 30, 2021 of $ 15,480,355 .

Due to our negative cash flow, the Company has substantial doubt about

the entitys ability to continue as a going concern within one year after the date that the financial statements are issued.

addition, the Companys development activities since inception have been financially sustained through equity financing.

plans to keep seeking funding through debt and equity financing which are intended to mitigate the conditions that have raise substantial

doubt about the entitys ability to continue as a going concern.

4 – RELATED PARTY

the months ended June 30, 2021 and 2020, the Company had expenses totaling $ 18,000 and $ 0 respectively, to an officer and director for

salaries, which is included in general and administrative expenses on the accompanying statement of operations.

As of June 30, 2021,

there was a total of convertible debt of $0.00 and accrued interest payable of $0.00 due to an officer and director, employees, and shareholders.

the months ended September 30, 2021 and 2020, the Company had expenses totaling $ 18,000 and $ 0 respectively, to an officer and director

for salaries, which is included in general and administrative expenses on the accompanying statement of operations.

As of September 30,

2021, there was a total of convertible debt of $0.00 and accrued interest payable of $0.00 due to an officer and director, employees,

and shareholders.

5 – CONVERTIBLE DEBT – RELATED PARTY

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6 – NOTES PAYABLE

of June 30, 2021, the Company had the following:

of September 30, 2021, the Company had the following:

Schedule of Notes Payable

Unsecured debt with shareholders of the Company, no due date, 0 % interest,

Unsecured debt with shareholders of the Company, no due date, 8 % interest,

of June 30, 2021, the Company has an outstanding total of $ 6,184 in interest accrued for the above note.

debt with shareholders of the Company, no due date, 0 % interest,

debt with shareholders of the Company, no due date, 8 % interest,

of September 30, 2021, the Company has an outstanding total of $ 10,680 in interest accrued for the above note.

7 – CONVERTIBLE DEBT

of June 30, 2021, the Company had the following:

Unsecured convertible debt, due 01/19/17 , 8 % interest, default interest at 18 % , converts at a 54% discount to market price based on the lowest trading prices in the last 20 days trading price

Unsecured convertible debt, due 03/17/22 , 10 % interest, default interest at 16 % , converts at $0.05/share.

13 unsecured convertible debt were issued during the 2 nd quarter 2021, due 03/31/23 , 6 % interest, converts at $0.05/share.

of September 30, 2021, the Company had the following:

Schedule of Convertible Debt

convertible debt, due 01/19/17 , 8 % interest, default interest at 18 % , converts at a 54% discount to market price based on the lowest

trading prices in the last 20 days trading price

convertible debt, due 03/17/22 , 10 % interest, default interest at 16 % , converts at $0.05/share.

Original note value $340,000

unsecured convertible debt were issued during the second quarter 2021, due 03/31/23 , 6 % interest, converts at $0.05/share.

unsecured convertible debt were issued during the third quarter 2021, due 03/31/23 , 6 % interest, converts at $0.05/share.

represent the Black-Scholes Option Pricing Model calculations for the above convertible note payables:

Number of options valued

Value of Convertible Option

Unsecured Convertible debt #1

Unsecured Convertible debt #2

Unsecured Convertible debt #3

Unsecured Convertible debt #4

Unsecured Convertible debt #5

Unsecured Convertible debt #6

Unsecured Convertible debt #7

Unsecured Convertible debt #8

Unsecured Convertible debt #9

Unsecured Convertible debt #10

Unsecured Convertible debt #11

Unsecured Convertible debt #12

Unsecured Convertible debt #13

Unsecured Convertible debt #14

Unsecured Convertible debt #15

of June 30, 2021, the Company has an outstanding total of $ 13,981 in accrued interest for the above convertible notes.

of options valued

of Convertible Option

Convertible debt #1

Convertible debt #2

Convertible debt #3

Convertible debt #4

Convertible debt #5

Convertible debt #6

Convertible debt #7

Convertible debt #8

Convertible debt #9

Convertible debt #10

Convertible debt #11

Convertible debt #12

Convertible debt #13

Convertible debt #14

Convertible debt #15

Convertible debt #16

Convertible debt #17

Convertible debt #18

Convertible debt #19

Convertible debt #20

Convertible debt #21

Convertible debt #22

of September 30, 2021, the Company has an outstanding total of $ 29,829 in accrued interest for the above convertible notes.

convertible promissory notes #1 is in default but management has not been able to make contact with this party, due to them living out

of the country.

We have calculated the derivative liability as if it is in default (but the notes default interest rate stays

the same at 8%) and will still accrue appropriate interest until the note is fully satisfied or converted into the Companys common

We have calculated the derivative liability as if it is in default (but the notes default interest rate stays the

same at 8%) and will still accrue appropriate interest until the note is fully satisfied or converted into the Companys common

Company has determined that the conversion feature embedded in the notes referred to above that contain a potential variable conversion

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During April 2018, the Company increased its authorized number of common shares to 2,500,000,000 .

The Board of Directors, in the future, has the authority to increase the authorized capital up to 4,000,000,000 shares based on shareholder

Board of Directors, in the future, has the authority to increase the authorized capital up to 4,000,000,000 shares based on shareholder

shareholders of the Company approved a reverse stock split at a ratio of between 1-for-100 and 1-for 250.

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Share Issuances

the year ended June 30, 2021, the Company issued 4,915,000 shares of common stock.

On April 22, 2021, the Company issued 1,000,000 shares

of common stock for consulting and development advertising and promotional items.

On March 18, 2021, the Company raised $340,000 note

payable agreement which 1,200,000 shares of the Companys common stock were issued to the note holder.

Additionally, 2,000,000

shares of common stock were issued to a company helping secure the note.

Finally, 715,000 shares of common stock were issued for marketing

the year ended September 30, 2021, the Company issued 10,592,778 shares of common stock.

During the third quarter 2021, the Company issued

1,177,778 shares of common stock for advertising and broker fees.

On March 18, 2021, the Company raised $340,000 note payable agreement

which 1,200,000 shares of the Companys common stock were issued to the note holder.

Additionally, 2,000,000 shares of common stock

were issued to a company helping secure the note.

Furthermore, 715,000 shares of common stock were issued for marketing services while

1,000,000 shares of common stock were issued for advertising services.

During January 2021 the company converted 4,500,000 of securities

purchase agreement into common stock shares.

the year ended December 31, 2020, the Company issued 41,727,651 shares of common stock.

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between the date of issue and three years thereafter.

As of June 30, 2021, there were 7,512,000 warrants outstanding, of which 4,000

As of September 30, 2021, there were 7,512,000 warrants outstanding, of which 4,000

warrants are fully vested.

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January 28, 2019, the Company entered into a marketing and sales consulting agreement with an individual for a period of six months.

The Company issued 350,000 shares of common stock as the compensation for this agreement.

On March 18, 2021, the Company entered into

a marketing consulting agreement with an individual.

The Company issued 715,000 shares of common stock as the compensation for this agreement.

On March 18, 2021, the Company issued 715,000 shares of common stock as the compensation for this agreement.

Additionally on March 18,

2021, the Company issued 2,000,000 shares of common stock to a company helping secure the note.

During the second and third quarters

of 2021, the Company entered into several broker agreements to help raise capital for the Company.

1,177,778 shares of common stock were

issued in the third quarter as broker fees.

And additional 1,000,000 shares of common stock were issued in the second quarter as advertising

Conversion Agreements

of the holders of the Companys Series A Convertible Preferred Stock (the Preferred Holders ) entered into

a Preferred Stock Conversion Agreement.

Pursuant to the Conversion Agreements, the Preferred Holders converted their shares of preferred

stock into common stock, effective as of the Exchange.

As a result, no shares of the Companys Series A Convertible Preferred Stock

are outstanding.

of the holders of the Companys Series A Convertible Preferred Stock (the Preferred Holders ) entered into a Preferred

Stock Conversion Agreement.

Pursuant to the Conversion Agreements, the Preferred Holders converted their shares of preferred stock into

common stock, effective as of the Exchange.

As a result, no shares of the Companys Series A Convertible Preferred Stock are outstanding.

An aggregate of 15,592,986 shares of common stock were issued to the Preferred Holders.

The Preferred Holders agreed

to convert each share of Series A Convertible Preferred Stock into eighteen (18) shares of common stock and agreed to retire a total

of 467,057 shares of Series A Convertible Preferred Stock.

The Preferred Holders agreed to convert each

share of Series A Convertible Preferred Stock into eighteen (18) shares of common stock and agreed to retire a total of 467,057 shares

of Series A Convertible Preferred Stock.

The Company cancelled the retired shares.

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Schedule of fair value of Assets Acquired and Fair value Assumed

Current assets

Current liabilities

Net assets acquired

assets acquired

purchase price method was used when calculating the fair market value of the UBN purchase.

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10 – BUSINESS SEGMENT INFORMATION

of June 30, 2021, the Company operated in two reportable segments (Corporate and Health Supplements) supported by a corporate group which

conducts activities that are non-segment specific.

of September 30, 2021, 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 Companys

reportable segments for the Months ended June 30, 2021.

reportable segments for the YTD ended September 30, 2021.

Schedule of Reportable segments

(Loss) Before Income Tax

( 2,523,857 )

( 1,978,951 )

and Amortization

The following table presents selected

financial information about the Companys reportable segments for the Quarters ended September 30, 2021.

HEALTH SUPPLEMENTS

Less Selling Fees

Cost of Revenue

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Gain (Loss) Before Income Tax

( 1,851,387 )

( 1,497,904 )

Identifiable Assets

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11 – SUBSEQUENT EVENTS

the first part of the 2021, the Company is in the process of filing a Regulation A with the U.S.

the first part of the fourth quarter 2021, the Company converted 22 of the notes to common stock in total of $625,000.

A total of 12,746,900

of common stock shares were issued in this conversion.

During the third quarter of the 2021, the Company qualified a Regulation

A offering with the U.S.

Securities and Exchange Commission.

We see this filing going through final approval in the month of August 2021.

March 11, 2020, the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment

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the Company is unable to estimate the impact of this event on its operations.

the first half of 2021, the Company engaged with HP Securities Inc.

to help raise funding.

In exchange for their help, the Company has

agreed to issue them 1,000,000 shares of common stock.

The Company estimates those shares will be issued in the 3 rd or 4 th

quarter of 2021.

Company evaluated its June 30, 2021 financial statements for subsequent events through August 4, 2021, the date the financial statements

were available to be issued.

2 Managements

Company evaluated its September 30, 2021 financial statements for subsequent events through November 15, 2021, the date the financial

statements were available to be issued.

2 M a nagements

Discussion and Analysis of Financial Condition and Results of Operations

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We had revenues of $748,377 in the year ended December 31, 2019 and $1,276,559 in the year ended December

As of June 30, 2021, we had revenues of $414,318 for the first six months of 2021.

As of September 30, 2021, we had revenues of $903,142 for the first nine months of 2021.

February 4, 2019, we issued and exchanged shares of our common stock for all of the outstanding equity securities of BergaMet.

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expenses and capital requirements.

of Operations for the Three and Six Months Ended June 30, 2021 and 2020

had revenues of $243,886 and $414,318 for the three and six months ended June 30, 2021, compared to $151,719 and $607,558 for the three

and six months ended June 30, 2020.

Revenues for the three months ended March 31, 2021 were $170,452.

Our revenues for the three months

ended June 30, 2021 were 43% higher than the immediately preceding quarter.

operating expenses were $404,831 and $1,120,918 for the three and six months ended June 30, 2021, compared to $2,024,201 and $2,231,833

for the three and six months ended June 30, 2020.

Our operating expenses for the three months ended June 30, 2021 were 43% lower than

the immediately preceding quarter.

of Operations for the Three and Nine Months Ended September 30, 2021 and 2020

had revenues of $447,986 and $903,142 for the three and nine months ended September 30, 2021, compared to $536,647 and $1,152,245 for

the three and nine months ended September 30, 2020.

Revenues for the three months ended June 30, 2021 were $243,886.

Our revenues for

the three months ended September 30, 2021 were 83% higher than the immediately preceding quarter.

operating expenses were $692,940 and $1,873,858 for the three and nine months ended September 30, 2021, compared to $437,240 and $2,669,073

for the three and nine months ended September 30, 2020.

Operating expenses for the three months ended June 30, 2021 were $464,831 for

the three months ended June 30, 2021.

Our operating expenses for the three months ended September 30, 2021 were 49% higher than the immediately

preceding quarter.

and Net Operating Loss

revenue, operating expenses, net operating loss, and net gain (loss) for the three and six months ended June 30, 2021 and 2020 were as

Cost of Revenue

revenue, operating expenses, net operating loss, and net gain (loss) for the three and nine months ended September 30, 2021 and 2020

were as follows:

and administrative

operating expenses

General and administrative

Impairment of Assets

Total operating expenses

income (expense)

expenses, net of interest income

in fair value on derivative

on extinguishment of debt

Loan Forgiveness

on sale of asset

other income (expense)

Interest expenses, net of interest income

Change in fair value on derivative

Loss on extinguishment of debt

SBA Loan Forgiveness

Gain on sale of asset

Total other income (expense)

Net income (loss)

$ (3,385,173 )

$ (1,791,387 )

income (loss)

$ (2,523,857 )

had revenues of $243,886 and $414,318 for the three and six months ended June 30, 2021, compared to $151,719 and $607,558 for the three

and six months ended June 30, 2020, an increase of $92,167, or 60%, for the three month period and a decrease of $193,240, or 32%, for

the six month period.

Revenues for the three months ended March 31, 2021 were $170,452.

cost of revenue for the three and six months ended June 30, 2021 were $33,764 and $75,206, or 14% and 18% of revenue, respectively, compared

to $20,589 and $216,646, or 14% and 36% of revenue, respectively, for the three and six months ended June 30, 2020.

had revenues of $447,986 and $903,142 for the three and nine months ended September 30, 2021, compared to $536,647 and $1,152,245 for

the three and nine months ended September 30, 2020., a decrease of $88,661, or 16%, for the three month period and a decrease of $249,103,

or 22%, for the nine month period.

Revenues for the three months ended June 30, 2021 were $243,886.

cost of revenue for the three and nine months ended September 30, 2021 were $72,250 and $147,456, or 16% and 16% of revenue, respectively,

compared to $226,532 and $443,178, or 42% and 38% of revenue, respectively, for the three and nine months ended September 30, 2020.

and Administrative

and administrative expenses were $404,831 and $1,120,918 for the three and six months ended June 30, 2021, compared to $444,318 and $651,950

for the three and six months ended June 30, 2020.

In the three months ended June 30, 2021, general and administrative expenses consisted

mainly of consulting fees $172,500, professional fees $23,301, salary and wages $42,573, advertising $169,994, and postage $7,448.

the six months ended June 30, 2021, general and administrative expenses consisted mainly of professional fees $392,260, consulting fees

$345,250, salary and wages $73,019, postage $13,934, advertising $252,723, and transfer agent and filing fees of $18,912.

the three and six months ended June 30, 2020, we recorded impairment of assets of $1,579,883.

This is a result of our purchase of Ultimate

Brain Nutrients, LLC being a related party transaction and the new division recording no revenue as of June 30, 2020.

and administrative expenses were $692,940 and $1,873,858 for the three and nine months ended September 30, 2021, compared to $437,240

and $1,089,190 for the three and nine months ended September 30, 2020.

In the three months ended September 30, 2021, general and administrative

expenses consisted mainly of consulting fees $154,952, professional fees $51,463, salary and wages $36,217, advertising $148,231, and

postage $23,023.

In the nine months ended September 30, 2021, general and administrative expenses consisted mainly of professional fees

$593,179, consulting fees $534,702, salary and wages $109,236, postage $36,956, advertising $400,954, and transfer agent and filing fees

the three and nine months ended September 30, 2020, we recorded impairment of assets of $1,579,883.

This is a result of our purchase

of Ultimate Brain Nutrients, LLC being a related party transaction and the new division recording no revenue as of September 30, 2020.

Income (Expense)

income (expense) was $(303,041) and (1,009,581) for the three and six months ended June 30, 2021, compared to $1,492,102 and $919,442

for the three and six months ended June 30, 2020, a decrease of $1,795,143, or 120%, for the three month period and $1,929,023, or 210%,

for the six month period.

In the three months ended June 30, 2021, other income (expense) consisted of interest expense, net of interest

income of $(13,597) and change in fair value on derivative of $(289,445).

Change in fair value of derivative was related to the conversion

of convertible debts into common stock shares .

In the six months ended June 30, 2020, other income

(expense) consisted of interest expense, net of interest income of $(29,356) and change in fair value on derivative of $(980,225).

income (expense) was $(287,155) and (1,296,736) for the three and nine months ended September 30, 2021, compared to $1,944,160 and $1,024,719

for the three and nine months ended September 30, 2020, a decrease of $2,231,315, or 115%, for the three month period and $2,321,455,

or 227%, for the nine month period.

In the three months ended September 30, 2021, other income (expense) consisted of interest expense,

net of interest income of $(19,242), change in fair value on derivative of $(307,746), and SBA loan forgiveness of $39,833.

fair value of derivative was related to the conversion of convertible debts into common stock shares .

the nine months ended September 30, 2021, other income (expense) consisted of interest expense, net of interest income of $(48,598),

change in fair value on derivative of $(1,287,971), and SBA loan forgiveness of $39,833.

Income (Loss)

income (loss) was $(497,751) and $(1,791,387), or $0.00 and $0.01 per share, for the three months ended June 30, 2021 and 2020.

income (loss) was $(672,470) and $(2,523,857), or $(0.00) and $(0.01) per share, for the three and nine months ended September 30, 2021.

net income (loss) various from period to period primarily because of the change in fair value on derivative.

and Capital Resources

the three months ended March 31, 2021, we were unable to generate sufficient revenues and had negative operating cash flows.

on hand as of December 31, 2020 was $59,201, as of March 31, 2021 was $232,932, and as of June 30, 2021 was $286,939.

The increase in

cash on hand from December 31, 2020 to June 30, 2021 was primarily from our net cash used in operating activities of $(668,875), offset

by net cash provided by financing activities of $970,000.

Our monthly cash flow burn rate for 2021 (not including inventory purchases)

was approximately $84,000.

the nine months ended September 30, 2021, we were unable to generate sufficient revenues and had negative operating cash flows.

on hand as of December 31, 2020 was $59,201, and as of September 30, 2021 was $115,138.

The increase in cash on hand from December 31,

2020 to September 30, 2021 was primarily from our net cash used in operating activities of $(942,175), offset by net cash used in investing

activities of $(84,888) and net cash provided by financing activities of $1,083,000.

Our monthly cash flow burn rate for 2021 (not including

inventory purchases) was approximately $92,000.

We have strong 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 satisfy

our cash flow needs.

cash, current assets, total assets, current liabilities, and total liabilities as of June 30, 2021 and December 31, 2020, respectively,

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 satisfy our cash flow needs.

cash, current assets, total assets, current liabilities, and total liabilities as of September 30, 2021 and December 31, 2020, respectively,

are as follows:

Total Current Assets

Total Current and Total Liabilities

total current assets and total assets increased during the six months ended June 30, 2021 primarily as a result of our increase in cash

of $227,738 and inventory of $164,018.

Our total current and total liabilities increased by $1,774,140 during the six months ended June

30, 2021 primarily because of an increase in convertible debt of $745,000, derivative liabilities of $980,225, and accrued liabilities

Our accumulated deficit increased during the six months ended June 30, 2021 by $1,791,387 to $14,747,885.

Current Assets

Current and Total Liabilities

total current assets and total assets increased during the nine months ended September 30, 2021 primarily as a result of our increase

in cash of $55,937 and decrease in inventory of $115,487.

Our total current and total liabilities increased by $2,186,819 during the

nine months ended September 30, 2021 primarily because of an increase in convertible debt of $858,000, derivative liabilities of $1,287,971,

and accrued liabilities of $44,913.

Our accumulated deficit increased during the nine months ended September 30, 2021 by $2,523,857 to

order to repay our obligations in full or in part when due, we will be required to raise significant capital from other sources.

is no assurance, however, that we will be successful in these efforts.

cash on hand as of June 30, 2021 was $286,939.

cash on hand as of September 30, 2021 was $115,138.

Based on our current level of revenues and monthly burn rate of approximately $92,000

1 unchanged sentence

and Uses of Cash

had net cash used in operating activities of $(668,875) for the six months ended June 30, 2021, compared to $(1,844,956) for the six

months ended June 30, 2020.

had net cash used in operating activities of $(942,175) for the nine months ended September 30, 2021, compared to $(2,888,854) for the

nine months ended September 30, 2020.

We use our cash for normal business operations.

Our net cash used in operating activities for the six months

ended June 30, 2021 consisted of our net loss of $1,791,387, plus a decrease in inventory of $164,018, offset by a change in fair value

on derivative liability of $980,225 and warrants issued for services of $281,880.

had $(73,388) in cash flows provided by investing activities for the six months ended June 30, 2021, compared to $(26,754) for the six

months ended June 30, 2020.

Our net cash used in operating activities for the

nine months ended September 30, 2021 consisted of our net loss of $2,523,857, plus a decrease in inventory of $115,487, offset by a change

in fair value on derivative liability of $1,287,971 and warrants issued for services of $434,836.

had $(84,888) in cash flows provided by investing activities for the nine months ended September 30, 2021, compared to $(64,240) for

the nine months ended September 30, 2020.

In both cases, these were related to our trademarks.

net cash provided by financing activities for the six months ended June 30, 2021 was $970,000, compared to $2,402,415 for the six months

ended June 30, 2020.

Our net cash provided by financing activities consisted of proceeds from the issuance of common stock of $225,000

and proceeds from the issuance of convertible debt of $745,000.

net cash provided by financing activities for the nine months ended September 30, 2021 was $1,083,000, compared to $3,199,131 for the

nine months ended September 30, 2020.

Our net cash provided by financing activities consisted of proceeds from the issuance of common

stock of $225,000 and proceeds from the issuance of convertible debt of $858,000.

3 Quantitative

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements