Item 7. Management’s Discussion and Analysis
Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results
of Operations for the Years Ended December 31, 2022 and 2021
Revenues
We
have generated $49,501 in revenues for the year ended December 31, 2022, as compared with sales of $27,031 for the year ended December
31, 2021 on our current product line. We have launched our first line of six Cordial products in California, with a seventh introduced
at the end of September 2022, and we have started to generate revenues from the sale of these products.
We anticipate increased revenues on our seven Cordials
including our newly launched Sleep Cordial, for the rest of 2023. In Q3 2022, we rolled out a new packaging configuration for our Cordials:
to include a one-pack, a 4-pack to replace the 3-pack and a multi-dose bottle which is expected to bring the cost per dose down considerably.
Our family of Cordial products are now fully in the market; however, it may take some time for the markets to react, gain traction and
result in brand awareness among our customers. There can be no assurances, however, that customers will positively react to our products.
Gross
Profit
We
accrued $33,068 in cost of revenues for the year ended December 31, 2022, resulting in a gross profit of $16,433 for the year ended December
31, 2022. We have had little historical data to compare our margins for the sale of our new products, which were introduced into the
retail channel in late Q2 of 2021. We accrued $19,148 in cost of revenues for the year ended December 31, 2021, resulting in a gross
profit of $7,883 for the year ended December 31, 2021. Our gross margin, which is the difference between our revenues and our cost of
revenues, is expected to increase in future quarters as we work to increase our efficiency and lessen costs. In addition, our gross margin
percentage, which was 33.20% for the year ended December 31, 2022, and we hope will stabilize in the 35% to 43% range as we implement
cost saving measures and roll out new products to increase sales for the balance of 2023. We are also implementing new packaging configurations
which we expect to stabilize our overall gross margin.
Operating
Expenses
Our operating expenses were $1,405,828 for the year
ended December 31, 2022, as compared with $2,539,288 for the year ended December 31, 2021.
The main drivers for the
overall decrease in operating expenses in 2022 were the reduction of legal, professional fees and salaries as well as a significant decrease
in non-cash management fees.
Our continued focus on sales,
advertising, marketing and new product development costs to support our planned growth is expected to increase throughout 2023.
We spent $233,208 less on
advertising for year ended December 31, 2022, than for the year ended 2021. We spent more on advertising for the year ended December 31,
2021 particularly the first quarter to introduce our Koan Cordials to the California retail channel, perform Search Engine Optimization
(SEO), conduct Programmatic advertising, hire a professional agency to promote our Cordials on social media channels and other general
advertising methods. We believe our advertising efforts will pay dividends for the rest of 2023 as the awareness groundwork has been established
to educate the market on our family of Cordial formulations.
Professional fees decreased
by $390,547 for the year ended December 31, 2022, over the year ended 2021. Our professional fees were less for this year compared to
last year, but we expect that professional fees will increase in 2023 as we continue to ramp up operations.
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General
and administrative expenses increased by $32,793 for the year ended December 31, 2022, over the year ended 2021. The increased expenses
resulted from establishing our internal sales team, attending strategic trade shows and bringing on consultants and financial analysts
to assist in analyzing our acquisition strategy. We expect general and administrative expenses to remain fairly constant throughout 2023,
but expenses could increase significantly if we acquire new companies as part of our overall corporate strategy.
We
also expect that our operating expenses will increase in 2023 over 2022 as we roll out new products along with our existing products,
and the increased expenses associated with operations, and in connection with any acquisitions.
Other
Income/Expenses
We had other income of $2,043,022 for the year ended
December 31, 2022 compared with other expenses of $2,341,651 for the year ended December 31, 2021. Our other income for the year ended
December 31, 2022 was mainly attributable to the gain on revaluation of derivative liabilities. Our other expenses for the year ended
December 31, 2021 was mainly attributable to a loss on revaluation of derivative liabilities.
Net Income/Loss
We had net income of $653,627 for the year ended December
31, 2022, as compared with a net loss of $4,873,056 for the year ended December 31, 2021.
Liquidity and Capital Resources
As of December 31, 2022, we had total assets
of $399,121 consisting of $64,419 in cash, $0 in advances to suppliers, $150,000 in other receivable and $160,492 in inventories.
Our total current liabilities as of December 31, 2022 were $1,545,851. We had a working capital deficit of $1,170,940 as of December 31,
2022 compared with a working capital deficit of $4,133,368 as of December 31, 2021.
Cash Flows from Operating Activities
Operating activities used $1,428,467 in cash year
ended December 31, 2022, compared with cash used of $2,782,102 for the year ended December 31, 2021. Our negative operating cash flow
for the year ended December 31, 2022 was largely the result of our unrealized gain on derivative liability of $2,213,527, offset by our
net income of $653,627. Our negative operating cash flow for the year ended December 31, 2021 was largely the result of our net loss of
$4,873,056, offset mainly by the loss on derivative liabilities of $2,011,881.
Cash Flows from Investing Activities
Investing activities used $0 in cash for year ended
December 31, 2022, as compared with $36,048 to purchase computer equipment for the year ended December 31, 2021.
Cash Flows from Financing Activities
Cash flows provided by financing activities during
the year ended December 31, 2022 amounted to $1,479,973, compared with cash flows provided by financing activities of $2,716,738 for the
year ended December 31, 2021. Our positive cash flows for the year ended December 31, 2022, consisted of proceeds from issuance of common
stock of $91,173 and proceeds from Convertible notes payable of $1,388,800. Our positive cash flows for the year ended December 31, 2021,
consisted of proceeds from issuance of common stock of $1,367,115, proceeds from Convertible notes payable of $1,865,000, offset by payments
of notes payable of $515,377.
The features of the debt instruments and payables
concerning our financing activities are detailed in the footnotes to our financial statements.
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We
are dependent on investment capital to continue our survival. We have raised money through convertible debt, almost always on unfavorable
terms. There is no guarantee that these small convertible loans will be available to us in the future or on terms acceptable to us.
We
also plan to raise money in the sale of our equity and debt securities. There can be no assurance of funds from these efforts or that
any other type of additional financing will be available to us on acceptable terms, or at all.
Going
Concern
As
of December 31, 2022, we have an accumulated deficit of $25,320,424. Our ability to continue as a going concern is contingent upon the
successful completion of additional financing arrangements and our ability to achieve and maintain profitable operations. While we are
expanding our best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be
available for operations. These conditions raise substantial doubt about our ability to continue as a going concern. These financial
statements do not include any adjustments that might arise from this uncertainty.
Off
Balance Sheet Arrangements
As
of December 31, 2022, there were no off-balance sheet arrangements.
Critical
Accounting Policies
In
December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion
and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a
company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often
as a result of the need to make estimates about the effect of matters that are inherently uncertain. There have been no material changes
to our critical accounting policies as described in the footnotes to our financial statements included in our annual report on Form 10-K
for the year ended December 31, 2022; however, we consider our critical accounting policies to be those related to determining the amount
of revenue to be billed, the timing of revenue recognition, stock-based compensation, capitalization and related amortization of intangible
assets, impairment of assets, and the fair value of liabilities.
Recent
Accounting Pronouncements
No
new accounting pronouncements issued or effective during the fiscal year has had or is expected to have a material impact on the financial
statements.
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