HEALTHY EXTRACTS INC. 10-K

ITEM 9A - CONTROLS AND PROCEDURES (a) Disclosure Controls and Procedures We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of December 31, 2021, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2021, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described in Item 9A(b). Our principal executive officers do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officers have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. - 27 - Table of Contents (b) Management Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as amended, as a process designed by, or under the supervision of, our principal executive and principal financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States and includes those policies and procedures that: ● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and any disposition of our assets; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021 . In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on this assessment, Management identified the following two material weaknesses that have caused management to conclude that, as of December 31, 2018, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level: 1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. 2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. - 28 - Table of Contents To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented. This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only our management’s report in this Annual Report. (c) Remediation of Material Weaknesses To remediate the material weakness in our documentation, evaluation and testing of internal controls we plan to engage a third-party firm to assist us in remedying this material weakness once resources become available. We also intend to remedy our material weakness with regard to insufficient segregation of duties by hiring additional employees in order to segregate duties in a manner that establishes effective internal controls once resources become available. (d) Changes in Internal Control over Financial Reporting No change in our system of internal control over financial reporting occurred during the period covered by this report, fourth quarter of the fiscal year ended December 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B – OTHER INFORMATION None. - 29 - Table of Contents PART III ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors and Executive Officers The following table sets forth the names, ages, and biographical information of each of our current directors and executive officers, and the positions with the Company held by each person, and the date such person became a director or executive officer of the Company. Our executive officers are elected annually by the Board of Directors. The directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or until their death, resignation or removal by the Board of Directors. Family relationships among any of the directors and officers are described below. Name Age Position(s) Kevin “Duke” Pitts 62 President, Director (2018) William Bossung 63 Secretary, Chief Financial Officer, Director (2014) Bill Croyle 70 Director (2019) Kevin “Duke” Pitts , age 62, was appointed to our Board of Directors on September 28, 2018, and as our President on September 24, 2019. Mr. Pitts is a proven leader who has 30 years of senior management experience within a technology-driven industry. Mr. Pitts has been the President and Owner of Envision Enterprises, a consumer electronic integration business, where he has worked since 2007. Earlier in his career, Mr. Pitts served as the Director of Direct Marketing at Dish Network, the well-known satellite television provider. His deep experience in senior management and marketing will be of great value to us. William Bossung , age 63, has served as our Secretary, Chief Financial Officer, and member of the Board of Directors since our inception Mr. Bossung has a diverse background in Corporate Finance, Insurance and accounting. From 2003 to August 2006 Mr. Bossung was co-founder of BCF Technology, an insurance software company that was ultimately sold to Vertafore in August of 2006. During January 2012 Mr. Bossung co-founded Splash Beverage Group, (SBEV) a beverage distribution company that distributes both alcohol and non-alcohol products. The company’s products are sold in over 25,000 retail locations Mr. Bossung is the managing partner of Bishop Equity Partners LLC, a small boutique private equity firm that invests in both private and public companies. From 1997 to 2002 Mr. Bossung was the Director of Corporate Finance of Chadmoore Wireless Group, the company was engaged in the business of wireless communications utilizing 800 MHZ frequencies. Chadmoore aggregated over 5500 Specialized Mobile Radio licenses from the Federal Communications Commission, the licenses were acquired by Nextel, then merged into the Sprint PCS wireless network. Mr. Bossung currently holds an Insurance License and earned a bachelor’s degree in accounting and finance from Bloomsburg State University. Bill Croyle , age 70, was appointed to our Board of Directors on September 24, 2019. Mr. Croyle is a private investor and an accomplished Senior Executive with more than 40 years of success across the IT, energy, manufacturing, telecommunications, venture capital, and finance industries. His broad areas of expertise include M&A, negotiations, service contracts and delivery, executive development and mentoring, and managing complexities. Since 2009 Bill is has been a founder, owner or executive of EnTX Group, Impact Legacy Partners, FB Oilfield Special Tools and Western Energy Advisors. He is Chairman of the Colorado Chapter of the Marine Corps Scholarship Foundation, and he has served on the boards of Hill City Silica LLC, the University of Colorado Advocates program, the Association for Corporate Growth/Denver, and the Denver Consulting Alliance. Bill served in the Marine Corps 1972-1974. Mr. Croyle holds Certificates in Energy Finance and Management from the University of Denver and International Trade from World Trade Center Denver. He graduated from the University of California, Santa Barbara, with a BA in History and minor in French. - 30 - Table of Contents Family Relationships There are no family relationships between any of our officers or directors. Other Directorships; Director Independence Other than as set forth above, none of our officers and directors is a director of any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940. For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCQB on which shares of common stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. According to the NASDAQ definition, none of our directors are independent. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Except as set forth below, to our knowledge, none of our officers, directors, or beneficial owners of more than ten percent of our common stock failed to file on a timely basis reports required by section 16(a) of the Exchange Act during the most recent fiscal year or prior fiscal years. Board Committees Our Board of Directors does not maintain a separate audit, nominating or compensation committee. Functions customarily performed by such committees are performed by its Board of Directors as a whole. We are not required to maintain such committees under the applicable rules of the OTCQB. We do not currently have an “audit committee financial expert” since we currently do not have an audit committee in place. We intend to create board committees, including an independent audit committee, in the near future. We do not currently have a process for security holders to send communications to the Board. During the fiscal years ended December 31, 2021 and 2020, the Board of Directors met as necessary. - 31 - Table of Contents Involvement in Certain Legal Proceedings None of our officers or directors has, in the past ten years, filed bankruptcy, been convicted in a criminal proceeding or named in a pending criminal proceeding, been the subject of any order, judgment, or decree of any court permanently or temporarily enjoining him or her from any securities activities, or any other disclosable event required by Item 401(f) of Regulation S-K. Code of Ethics We have not adopted a written code of ethics, primarily because we believe and understand that our officers and directors adhere to and follow ethical standards without the necessity of a written policy. ITEM 11 - EXECUTIVE COMPENSATION Narrative Disclosure of Executive Compensation Bossung Employment Agreement On October 17, 2017, we entered into an Employment Agreement with William Bossung, our Chief Financial Officer. Pursuant to Mr. Bossung’s Employment Agreement, we have agreed to pay Mr. Bossung an annual base salary of $140,000, and he may receive employee stock options as determined by the Board of Directors. Mr. Bossung’s employment is “at will” and either party may terminate the agreement at any time. If terminated without Cause or as a result of Constructive Termination, Mr. Bossung will receive severance equal to three months’ pay at his most recent Base Salary. If Mr. Bossung is terminated for Cause, Disability or death, or voluntarily resigns, he will not receive any severance, only unpaid salary as of the date of termination and vested benefits. The Employment Agreement includes non-compete and non-solicitation provisions that apply during the term of the Employment Agreement and for a period of one year after Mr. Bossung’s termination. Capitalized terms in this section not defined herein have the meaning given to such term in the Employment Agreement. Mr. Bossung’s Employment Agreement also requires that certain proprietary information of ours be kept confidential. We will be the owner of certain intellectual property conceived or made by Mr. Bossung prior to termination of the Employment Agreement. Mr. Bossung’s Employment Agreement also contains other certain terms and conditions which are common in such agreements, and reference is made herein to the text of the Employment Agreement which is filed herewith as Exhibit 10.1. Pitts Independent Contractor Agreement On October 1, 2019, we entered into an Independent Contractor Agreement with Kevin “Duke” Pitts. Pursuant to this agreement, Mr. Pitts has agreed to serve as our President and Chief Executive Officer in exchange for $120,000 per year. - 32 - Table of Contents Summary Compensation Table The following table sets forth information with respect to compensation earned by our Chief Executive Officer, President, Chief Financial Officer and Chief Technology Officer for the years ended December 31, 2021 and 2020. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation ($) All Other ($) Total ($) Kevin “Duke” Pitts 2021 110,000 -0- -0- -0- -0- -0- -0- 110,000 President 2020 110,000 -0- -0- -0- -0- -0- -0- 110,000 William Bossung 65,000 -0- -0- -0- -0- -0- -0- 65,000 Secretary and CFO 2020 66,000 -0- -0- -0- -0- -0- -0- 66,000 Director Compensation For the years ended December 31, 2021 and 2020, none of the members of our Board of Directors received compensation for his or her service as a director. Outstanding Equity Awards at Fiscal Year-End On June 10, 2020, our Board of Directors approved the Grey Cloak Tech, Inc. 2020 Omnibus Stock Grant and Option Plan and set aside 25,000,000 shares of our common stock for issuance thereunder. Pursuant to the plan, officers, directors, key employees and certain consultants may be granted stock options (including incentive stock options and non-qualified stock options), restricted stock awards, unrestricted stock awards, or performance stock awards. As of March 22, 2022, we have awarded an aggregate of nineteen million five hundred thousand (19,500,000) options to twenty five (25) individuals at an exercise price of $0.05 per share. - 33 - Table of Contents ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth, as of March 22, 2022, certain information with respect to our equity securities owned of record or beneficially by (i) each of our Officers and Directors; (ii) each person who owns beneficially more than 10% of each class of our outstanding equity securities; and (iii) all Directors and Executive Officers as a group. Name and Address (1) Common Stock Beneficial Ownership Percentage of Common Stock Beneficial Ownership (2) Kevin “Duke” Pitts (3)(5) 4,430,112 1.30% William Bossung (3)(6) 6,526,357 1.92% Bill Croyle (3)(4)(7) 1,163,670 <1% Jay Decker (8) 178,806,834 51.96% All Officers and Directors as a Group (3 Persons) 12,120,139 3.46% (1) Unless otherwise indicated, the address of the shareholder is c/o Healthy Extracts Inc. (2) Unless otherwise indicated, based on 338,091,821 shares of common stock issued and outstanding. Shares of common stock subject to convertible preferred stock and options or warrants currently exercisable, or exercisable or convertible within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for purposes of computing the percentage of any other person. (3) Indicates one of our officers or directors. (4) Includes 663,670 shares of common stock held by BMJ Estate Matters, LLC, of which Mr. Croyle is the controlling party. (5) Includes options to acquire 2,200,000 shares of common stock at $0.05 per share. (6) Includes options to acquire 2,250,000 shares of common stock at $0.05 per share. (7) Includes options to acquire 500,000 shares of common stock at $0.05 per share. (8) Includes warrants to acquire 6,000,000 shares of common stock at $0.05 per share. The issuer is not aware of any person who owns of record, or is known to own beneficially, five percent or more of the outstanding securities of any class of the issuer, other than as set forth above. There are no classes of stock other than common stock issued or outstanding. There are no current arrangements which will result in a change in control. On June 10, 2020, our Board of Directors approved the Grey Cloak Tech, Inc. 2020 Omnibus Stock Grant and Option Plan and set aside 25,000,000 shares of our common stock for issuance thereunder. Pursuant to the plan, officers, directors, key employees and certain consultants may be granted stock options (including incentive stock options and non-qualified stock options), restricted stock awards, unrestricted stock awards, or performance stock awards. As of March 22, 2022, we have awarded an aggregate of nineteen million five hundred thousand (19,500,000) options to twenty five (25) individuals at an exercise price of $0.05 per share. - 34 - Table of Contents ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Bossung Employment Agreement On October 17, 2017, we entered into an Employment Agreement with William Bossung, our Chief Financial Officer. Pursuant to Mr. Bossung’s Employment Agreement, we have agreed to pay Mr. Bossung an annual base salary of $140,000, and he may receive employee stock options as determined by the Board of Directors. Mr. Bossung’s employment is “at will” and either party may terminate the agreement at any time. If terminated without Cause or as a result of Constructive Termination, Mr. Bossung will receive severance equal to three months’ pay at his most recent Base Salary. If Mr. Bossung is terminated for Cause, Disability or death, or voluntarily resigns, he will not receive any severance, only unpaid salary as of the date of termination and vested benefits. The Employment Agreement includes non-compete and non-solicitation provisions that apply during the term of the Employment Agreement and for a period of one year after Mr. Bossung’s termination. Capitalized terms in this section not defined herein have the meaning given to such term in the Employment Agreement. Mr. Bossung’s Employment Agreement also requires that certain proprietary information of ours be kept confidential. We will be the owner of certain intellectual property conceived or made by Mr. Bossung prior to termination of the Employment Agreement. Mr. Bossung’s Employment Agreement also contains other certain terms and conditions which are common in such agreements, and reference is made herein to the text of the Employment Agreement which is filed herewith as Exhibit 10.1. Pitts Independent Contractor Agreement On October 1, 2019, we entered into an Independent Contractor Agreement with Kevin “Duke” Pitts. Pursuant to this agreement, Mr. Pitts has agreed to serve as our President and Chief Executive Officer in exchange for $120,000 per year. BergaMet NA, LLC On February 4, 2019, we issued and exchanged shares of our common stock for all of the outstanding equity securities of BergaMet. Through the exchange, we were able to secure funds in BergaMet to pay off debt and provide capital for operations. We paid an aggregate of over $500,000 to retire convertible debt. Prior to the exchange, we also entered into agreements with other holders of convertible debt to convert their notes for an aggregate of 806,015 shares of common stock. We also entered into conversion agreements with the holders of our Series A Convertible Preferred Stock whereby all of the outstanding preferred stock was converted for an aggregate of 15,592,986 shares of common stock. The conversion and repayment of the preferred stock and convertible debt have greatly improved our capitalization structure. The acquisition of BergaMet has been extremely beneficial to us. In addition to paying off our convertible debt, we are now able to better position ourselves in the market. BergaMet is an established company that was already generating revenues when we acquired it. BergaMet also has unique products that will fit nicely with our existing business. We now plan on expanding our product line to other nutraceuticals. - 35 - Table of Contents Ultimate Brain Nutrients, LLC On April 3, 2020, we entered into a Share Exchange Agreement with Ultimate Brain Nutrients, LLC, a Delaware limited liability company (“UBN”), and the members of UBN, whereby we issued and exchanged 90,000,960 shares of our common stock for all of the outstanding equity securities of UBN. UBN is now our wholly-owned subsidiary. The shares of common stock issued in the Exchange were equal to approximately 42.5% of our outstanding common stock immediately following the exchange. Because six of the seven members of UBN, including our majority shareholder Jay Decker, were also member of BergaMet, this was an affiliated transaction. UBN is a science-based company that develops unique, plant-based superior health technology neuro-products that provide natural brain solutions. UBN has numerous proprietary products, with four unique patent-pending formulations and two patents issued. Jay Decker Transactions We have entered into numerous transactions with Jay Decker, our majority shareholder (and his adult children, Logan Decker and Shelton Decker), as follows: Convertible Notes On July 31, 2019, we received the last of four (4) signed convertible notes issued to various related parties with an effective date of April 19, 2019. The table below shows the effective date of each note, the amount of the note, the interest rate, the maturity date and the purchaser of the note: Date Amount Interest Rate Maturity Date Purchaser 4/19/2019 $ 150,000 8% 4/19/2020 Jay W. Decker 4/19/2019 $ 15,000 8% 4/19/2020 First Capital Properties LLC 4/19/2019 $ 7,500 8% 4/19/2020 Logan Bryce Decker 4/19/2019 $ 7,500 8% 4/19/2020 Shelton Sterling Decker Total $ 180,000 Each note bears interest at the rate indicated and is due on the maturity date given above. The notes are convertible into shares of our common stock from the date which is 12 months after the date of the note through the later of (i) the maturity date and (ii) the date of payment of the default amount due upon certain change of control transactions or a default of the note. Conversion of the notes is not allowed to the extent the conversion would result in beneficial ownership by the holder and its affiliates of more than 9.99% of our outstanding shares of common stock. The conversion price of the notes is $0.03 per share. Convertible Notes On October 3, 2019, we received the last of three (3) signed convertible notes issued to Jay W. Decker, a related party, each with a different effective date. The table below shows the effective date of each note, the amount of the note, the interest rate, the maturity date and the purchaser of the note: Date Amount Interest Rate Maturity Date Purchaser 6/27/2019 $ 105,000 8% 6/27/2020 Jay W. Decker 8/27/2019 $ 225,000 8% 8/27/2020 Jay W. Decker 9/20/2019 $ 45,000 8% 9/20/2020 Jay W. Decker Total $ 375,000 - 36 - Table of Contents Each note bears interest at the rate indicated and is due on the maturity date given above. Conversion of the notes is not allowed to the extent the conversion would result in beneficial ownership by the holder and its affiliates of more than 9.99% of our outstanding shares of common stock. The conversion price of the notes is $0.03 per share. Note Conversion Agreements and Advance Conversion Agreements Effective April 13, 2020, we entered into a total of eighteen (18) agreements (16 Note Conversion Agreements and 2 Advance Conversion Agreements) whereby an aggregate of $1,508,407.84 in outstanding principal and accrued interest was converted into an aggregate of 39,248,714 shares of our common stock. The conversion price was either $0.03 per share or $0.05 per share, depending on the individual agreement. The conversions included notes and advances held by our officers and directors and our largest shareholder, as follows: Name Aggregate Principal and Interest Aggregate Shares Jay W. Decker $ 1,282,231.11 33,418,004 William Bossung $ 65,677.84 2,189,262 First Capital Properties LLC $ 16,180.00 539,334 Shelton S. Decker $ 33,717.78 782,223 Logan B. Decker $ 33,717.78 782,223 Kevin Pitts $ 51,255.56 1,025,112 Innovation Group Holdings, LLC $ 25,627.78 512,556 Securities Purchase Agreements Effective October 15, 2020, we entered into four (4) Securities Purchase Agreements whereby we sold and issued 5,900,000 shares of our common stock at $0.05 per share for aggregate consideration of $295,000. The purchasers included our officers and directors and our largest shareholder, as follows: Name Aggregate Principal and Interest Aggregate Shares Jay W. Decker $ 100,000 2,000,000 Shelton S. Decker $ 50,000 1,000,000 Logan B. Decker $ 50,000 1,000,000 Dr. Gerald Haase $ 95,000 1,900,000 Total $ 295,000 5,900,000 Securities Purchase Agreements On February 10, 2021, and effective December 29, 2020, the Company entered into Securities Purchase Agreements with Shelton Decker and Logan Decker for the purchase and sale of an aggregate of 2,000,000 shares of Company common stock at $0.05 per share, as follows: Name: No. of Shares Logan Decker 1,000,000 Jay Decker 1,000,000 Total 2,000,000 - 37 - Table of Contents Promissory Notes On February 10, 2021, the Company issued promissory notes to Jay Decker dated December 14, 2020 and December 21, 2020 in the principal amount of $100,000 and $70,000 respectively. On January 20, 2022, the Company issued a promissory note to Jay Decker in the principal amount of $185,000. In conjunction therewith and on the same date, the Company issued to Jay Decker warrants to purchase 2,000,000 shares of the Company’s common stock at an exercise price of $0.05 per share. Warrants On February 10, 2021, but effective December 21, 2020, the Company issued warrants to purchase an aggregate of 7,500,000 shares of the Company’s common stock, at an exercise price of $0.05 per share, as follows (the “ Warrants ”), for consulting services rendered to the Company: Name: No. of Warrants Jay Decker 4,500,000 Logan Decker 1,500,000 Shelton Decker 1,500,000 Total 7,500,000 On January 20, 2022, the Company issued a promissory note to Jay Decker in the principal amount of $185,000. In conjunction therewith and on the same date, the Company issued to Jay Decker warrants to purchase 2,000,000 shares of the Company’s common stock at an exercise price of $0.05 per share. Director Independence For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCQB on which shares of common stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. According to the NASDAQ definition, none of our directors are independent. ITEM 14 – PRINCIPAL ACCOUNTING FEES AND SERVICES BF Borgers CPA PC was our independent registered public accounting firm for the years ended December 31, 2021 and 2020. - 38 - Table of Contents Audit and Non-Audit Fees The following table presents fees for professional services rendered by our independent registered public accounting firm for the audit of our annual financial statements for the years ended December 31, 2021 and 2020. Years Ended December 31, 2021 2020 Audit Fees (1) $ 55,000 $ 40,600 Audit Related Fees — — Tax Fees — — All Other Fees — — Total $ 55,000 $ 40,600 (1) Audit fees were principally for audit and review services. Of the fees described above for the years ended December 31, 2021 and 2020, all were approved by the entire Board of Directors. PART IV ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements The following financial statements are filed as part of this report: Report of Independent Registered Public Accounting Firm F-1 Consolidated Balance Sheets as of December 31, 2021 and 2020 F-2 Consolidated Statement of Operations for the year ended December 31, 2021 and 2020 F-3 Consolidated Statement of Stockholders’ Deficit for the year ended December 31, 2021 and 2020 F-4 Consolidated Statement of Cash Flows for the year ended December 31, 2021 and 2020 F-5 Notes to Consolidated Financial Statements F-6 to F-15 (a)(2) Financial Statement Schedules We do not have any financial statement schedules required to be supplied under this Item. (a)(3) Exhibits Refer to (b) below. - 39 - Table of Contents (b) Exhibits Exhibit No. Exhibit Description 3.1 (1) Articles of Incorporation of Grey Cloak Tech Inc. 3.2 (5) Certificate of Amendment of Articles of Incorporation 3.3 (1) Bylaws of Grey Cloak Tech Inc. 10.1 (2) Employment Agreement by and between the Company and William Bossung, dated October 17, 2017 10.2 (6) Independent Contractor Agreement by and between the Company and Kevin “Duke” Pitts, dated October 1, 2019 10.3 (4) Share Exchange Agreement dated February 4, 2019 by and among Grey Cloak Tech Inc., BergaMet NA, LLC, and the Members of BergaMet 10.4 (3) Share Exchange Agreement with Ultimate Brain Nutrients, LLC and its members 10.5 (6) Supply Agreement with H&AD S.r.L. 10.6 Lease Agreement dated January 20, 2022 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer 32.1 Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS XBRL Instance Document 101.SCH XBRL Schema Document 101.CAL XBRL Calculation Linkbase Document 101.DEF XBRL Definition Linkbase Document 101.LAB XBRL Labels Linkbase Document 101.PRE XBRL Presentation Linkbase Document (1) Incorporated by reference from our Registration Statement on Form S-1 dated and filed with the Commission on March 6, 2015. (2) Incorporated by reference from our Annual Report on Form 10-K filed with the Commission on June 8, 2018. (3) Incorporated by reference from our Current Report on Form 8-K filed with the Commission on April 8, 2020 (4) Incorporated by reference from our Quarterly Report on Form 10-Q dated and filed with the Commission on May 28, 2020. (5) Incorporated by reference from our Annual Report on Form 10-K dated and filed with the Commission on February 19, 2021. (6) Incorporated by reference from our Regulation A Offering Statement on Form 1-A dated and filed with the Commission on May 7, 2021. - 40 - Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Healthy Extracts Inc . Dated: March 31, 2022 /s/ Kevin “Duke” Pitts By: Kevin “Duke” Pitts Its: President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Dated: March 31, 2022 /s/ Kevin “Duke” Pitts By: Kevin “Duke” Pitts Its: President Dated: March 31, 2022 /s/ William Bossung By: William Bossung Its: Secretary and Chief Financial Officer - 41 -