HEALTHY EXTRACTS INC. 10-Q

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds From May through September 2021, we issued convertible promissory notes with an aggregate face value of $625,000, plus warrants to acquire an aggregate of 6,250,000 shares of our common stock, to a total of twenty (20) investors. The notes are convertible into our common stock at the 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. or its affiliates was paid ten percent (10%) of the offering proceeds from investors introduced by them in cash, and issued one million (1,000,000) shares of our common stock and warrants to acquire 100,000 shares of our common stock at an exercise price of $0.05 per share; Carter Terry & Co was issued 177,778 shares of our common stock. 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.