What changed in this filing

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Item 1. Financial Statements

2024-08-21 compared with 2024-05-20 · 248 added, 141 removed, 483 unchanged (45% of the section changed)

1 unchanged sentence

consolidated financial statements included in this Form 10-Q are as follows:

Consolidated Balance Sheets as of March 31, 2024 (unaudited), and December 31, 2023

Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (unaudited)

Consolidated Statement of Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2024 and 2023 (unaudited)

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (unaudited)

Consolidated Balance Sheets as of June 30, 2024 (unaudited), and December 31, 2023

Consolidated Statements of Operations for the Six Months Ended June 30, 2024 and 2023 (unaudited)

Consolidated Statement of Stockholders’ Equity (Deficit) for the Six Months Ended June 30, 2024 and 2023 (unaudited)

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (unaudited)

Notes to Consolidated Unaudited Financial Statements.

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necessary for a fair presentation have been included.

Operating results for the interim three months ended March 31, 2024, are not necessarily

Operating results for the interim six months ended June 30, 2024, are not necessarily

indicative of the results that can be expected for the full year.

Balance Sheets

March 31, 2024

AND SUBSIDIARIES

Consolidated Balance Sheets

June 30, 2024

December 31, 2023

2 unchanged sentences

Advances to Pegasus Specialty Vehicles, LLC

Loan receivable

Total current assets

Fixed assets:

Fixed assets, net

Intangible assets, net

Due from related parties

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Total fixed assets

Other assets:

Intangible, net

Total other assets

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current liabilities:

Accounts payable and accrued liabilities

Due to related parties

Convertible notes payable

Senior promissory note

Loans payable

Loans payable, related parties

Loans payable

Notes payable, net of discount

Notes payable, related parties

Notes payable

Convertible notes payable

Derivative liability

Total current liabilities

Total liabilities

Stockholders’ Deficit

Series B - Preferred stock, 66,667 shares authorized, $ 0.0001 par value, 0 issued and outstanding

Series C - Preferred stock, 2,000,000 shares authorized, $ 0.0001 par value, 2,000,000 issued and outstanding

Series D Preferred stock 40,000 shares authorized, $ 0.0001 par value 40,000 issued and outstanding

Preferred stock value

Common stock;

$ 0.0001 par value;

Shareholders’ Deficit:

Series B Preferred Stock, $ 0.0001 par value;

66,667 shares authorized;

96,179,058 and 86,623,596 shares issued and outstanding

Preferred stock issuable

0 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively.

Series C Preferred Stock, $ 0.0001 par value;

2,000,000 shares authorized;

2,000,000 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively.

Series D Preferred Stock, $ 0.0001 par value;

40,000 shares authorized;

40,000 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively.

Preferred Stock

Common stock, $ 0.0001 par value;

200,000,000 shares authorized;

96,179,058 and 86,623,596 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively.

Additional paid-in capital

Common stock issuable

Stock subscription receivable

Additional paid-in capital

Accumulated deficit

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( 26,736,403 )

Total stockholders’ deficit

Total shareholders’ deficit

$ ( 2,350,643 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

Statements of Operations

( 2,135,572 )

Total liabilities and shareholders’ deficit

accompanying notes to consolidated financial statements.

Consolidated Statements of Operations

the Three Months Ended

June 30, 2024

For the Three Months Ended

March 31, 2024

March 31, 2023

COST OF REVENUES

June 30, 2023

For the Six Months Ended

June 30, 2024

For the Six Months Ended

June 30, 2023

Cost of Goods Sold

Gross Profit (Loss)

Operating expenses:

General and administrative

Legal and professional

Officer compensation

Sales Commissions

Professional fees

Research and development

Total operating expenses

OPERATING LOSS

OTHER INCOME (EXPENSES)

Loss from operations

( 1,077,204 )

Other income (expense):

Gain on investment

Gain on disposal of Resonate Blends

Interest expense

1 unchanged sentence

Amortization of issuance costs

Loss on debt conversion

Gain on disposal of Resonate Blends

Loss on acquiition of Emergent Health Corp.

Total other income (expense)

$ ( 708,632 )

Total operating income (expense)

$ ( 402,310 )

NET INCOME (LOSS)

$ ( 1,250,272 )

$ ( 783,262 )

INCOME (LOSS) PER SHARE- basic and diluted

WEIGHTED AVERAGE SHARES OUTSTANDING

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

Statement of Stockholders’ Deficit (Unaudited)

Preferred Stock Series A

Preferred Stock

Additional Paid-in

Preferred Stock

Net loss per share - basic and diluted

Weighted average shares outstanding - basic

accompanying notes to consolidated financial statements.

Statement of Stockholder’s Equity (Deficit)

the Period from December 31, 2022 to June 30, 2024

Preferred Stock Series A Shares

Preferred Stock Series A Amount

Preferred Stock Series C Shares

Preferred Stock Series C Amount

Common Stock Shares

Common Stock Amount

Additional Paid-in Capital

Common Stock Issuable

Subscription Receivable

Earnings (Deficit) Accumulated

Balance, December 31, 2022

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Exercise of warrants

Balance, March 31, 2023

$ ( 261,059 )

Stock issuance for services

Issuance of common stock for commitment fees

Recognition of stock issued for services

Issuance of common stock in private placement

Conversion of convertible debt

Net loss, December 31, 2023

( 1,415,979 )

10 unchanged sentences

Settlement of derivative liabilities

Acquistion of Emergent Health Corp.

Net loss, June 30,2024

( 1,250,272 )

Balance, March 31, 2024

( 1,250,272 )

Balance, June 30, 2024

$ ( 261,059 )

$ ( 27,986,675 )

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

Statements of Cash Flows

For the Three Months Ended

March 31, 2024

March 31, 2023

$ ( 2,350,643 )

$ ( 261,059 )

$ ( 27,986,675 )

$ ( 2,350,643 )

accompanying notes to consolidated financial statements.

Condensed Consolidated Statements of Cash Flows

For the Six Months Ended

June 30, 2024

For the Six Months Ended

June 30, 2023

Cash flows from operating activities

Net income (loss)

$ ( 1,250,272 )

$ ( 783,262 )

Adjustments to reconcile net income (loss) to net cash used in operations

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

Accrued interest, notes payable

Gain on derivative liability

Non cash interest expense

Gain on disposal of Resonate Blends

Loss on acquisition of Emergent Health Corp.

Loss on conversion of convertible debt

Share professional fees/compensation

Gain on disposal of investment

Gain on disposal of subsidiary

Depreciation and amortization

Changes in operating assets and liabilities:

Advances to suppliers

Other receivables

Accounts payable and accrued expenses

Due to related party

Net cash provided by (used in) operating activities

Net cash used in operating activities

Cash flows from investing activities

Deposit on acquisition of Pegasus Specialty Vehicles LLC

cash provided by (used in) investing activities

Deposits on acquistions

Net cash provided by investing activities

Cash flows from financing activities

Proceeds from issuance of secured promissory notes

Proceeds from issuance of convertible notes

Proceeds from warrant exercise

Repayment of related party advances

Repayment of convertible notes

Net cash provided by (used in) financing activities

Payments to notes payable

Payments to loans payable, related parties

Payments to notes payable, related parties

Payments to convertible note payable

Payments from warrant exercise

Proceeds from loans payable, related parties

Proceeds from notes payable

Proceeds from convertible notes payable

Proceeds from issuance of common stock

Net cash provided by financing activities

Net increase (decrease) in cash

Cash, beginning of period

Cash, end of period

Supplemental cash flow disclosures

Cash at beginning of period

Cash at end of period

Supplemental Cash Flow Information:

Cash paid for interest

Cash paid for taxes

Non-cash investing and financing activities

Cash paid for income taxes

Non-cash investing and financing information:

Conversion of debt for common stock

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

TO FINANCIAL STATEMENTS TO BE COMPLETED

accompanying notes to consolidated financial statements.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

THE THREE MONTHS ENDED JUNE 30, 2024 AND 2023

1 – ORGANIZATION AND BUSINESS OPERATIONS

5 unchanged sentences

customer management systems.

The Company went public at the end of March of 1993.

In February of 1996, the Company changed its name to

Brock International Inc., and in March of 1998, the Company again changed its’ name to Firstwave Technologies, Inc.

The Company went public at the end of March 1993.

In February 1996, the Company changed its name to Brock

International Inc., and in March 1998, the Company again changed its’ name to Firstwave Technologies, Inc.

2007, the Company deregistered its common stock in order to avoid the expenses of being a public company.

67 unchanged sentences

of the Company.

February 26, 2024, the Company entered into entered into a Share Exchange Agreement, as amended, with Emergent Health Corp., a Wyoming

corporation (EMGE), and the holders (the “EMGE Preferred Shareholders”) of Series Class A Preferred Stock and the Series

C Convertible Non-Voting Preferred Stock.

On March 14, 2024, the parties closed the Exchange Agreement.

At the closing of the Exchange

(a) the EMGE Preferred Shareholders exchanged all of their respective EMGE Equity Interests for an equal number of shares

of the Company’s to-be-designated Series F Convertible Preferred Stock that shall convert into 93 % of the common stock of the Company

on a fully-diluted basis (the “Series F Preferred Stock”), which shares of Series F Preferred Stock are currently issuable

to the EMGE Preferred Shareholders and are to be issued upon the Company’s filing of a Certificate of Designation with the State

(b) the Company consummated the Conveyance Agreement;

and (c) all persons serving as directors and officers of the Company

prior to the consummation of the Exchange Agreement resigned and appointed four new members of the Company’s Board of Directors.

February 26, 2024, the Company entered into entered into a Share Exchange Agreement, as amended (the “Exchange Agreement”),

with Emergent Health Corp., a Wyoming corporation (EMGE), and the holders (the “EMGE Preferred Shareholders”) of Series Class

A Preferred Stock and the Series C Convertible Non-Voting Preferred Stock (the “EMGE Equity Interests”).

On March 14, 2024,

the parties closed the Exchange Agreement.

At the closing of the Exchange Agreement:

(a) the EMGE Preferred Shareholders exchanged all

of their respective EMGE Equity Interests for an equal number of shares of the Company’s to-be-designated Series F Convertible

Preferred Stock (the “Exchange Shares”) that shall convert into 93 % of the common stock of the Company on a fully-diluted

basis (the “Series F Preferred Stock”), which shares of Series F Preferred Stock are currently issuable to the EMGE Preferred

Shareholders and are to be issued upon the Company’s filing of a Certificate of Designation with the State of Nevada;

(b) the Company

consummated the Conveyance Agreement;

and (c) all persons serving as directors and officers of the Company prior to the consummation

of the Exchange Agreement resigned and appointed four new members of the Company’s Board of Directors.

March 14, 2024, in conjunction with the acquisition of EMGE, we entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiary

9 unchanged sentences

Conveyance Agreement .

August 8, 2024, the Company entered into a Reformation of Share Exchange Agreement (the “Reformation Agreement”) with EMGE

and the EMGE Preferred Shareholders.

The Reformation Agreement was entered into after the Company, EMGE and the EMGE Preferred Shareholders

having independently determined that the structure of the Exchange Agreement resulted in the parties’ experiencing consequences

that were unintended and that would not, in the long term, be beneficial to the parties and that a reformation of the Exchange Agreement

from a share-for-share structure to a share-for-asset structure would be beneficial to each of the parties.

the Reformation Agreement, share-for-share structure of the Exchange Agreement was reformed to become a share-for-asset structure (the

“Reformation”).

Effecting the Reformation produced the following actions (the “Reformation Actions”):

(a) First, the issuances of the Company Exchange Shares to the EMGE Preferred Shareholders were rescinded.

Next, the assignments of the EMGE Equity Interests by the EMGE Preferred Shareholders to the Company were rescinded.

(c) The Company, then, re-issued the Exchange Shares to EMGE, in consideration of the following assets of EMGE (the “Acquired Assets”):

All of the capital stock of Evolutionary Biologics, Inc.;

All of the capital stock of Apollo Biowellness, Inc.;

All of the capital stock of Nanosthetic, Inc.;

All of the capital stock of Nanogistics, Inc.

addition, the Reformation Actions resulted in the Company’s no longer being the controlling shareholder of EMGE.

of Presentation

11 unchanged sentences

concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

As of March 31, 2024, the Company has an accumulated deficit of $ 30,424,873 .

As of June 30, 2024, the Company has an accumulated deficit of $ 27,986,675 .

The company’s ability to continue as a going concern

25 unchanged sentences

collection information and existing economic conditions.

As of March 31, 2024 and December 31, 2023, there’s no allowance for doubtful

As of June 30, 2024 and December 31, 2023, there’s no allowance for doubtful

accounts and bad debts.

4 unchanged sentences

arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:

Identification of the contract,

or contracts, with a customer

Identification of the performance

obligations in the contract

Determination of the transaction

Allocation of the transaction

price to the performance obligations in the contract

Recognition of the revenue

when, or as, performance obligations are satisfied

Identification

of the contract, or contracts, with a customer

Identification

of the performance obligations in the contract

Determination

of the transaction price

of the transaction price to the performance obligations in the contract

of the revenue when, or as, performance obligations are satisfied

is generally recognized upon purchase of products by customers.

16 unchanged sentences

There was no deferred

revenue as of March 31, 2024 and December 31, 2023.

revenue as of June 30, 2024 and December 31, 2023.

payment terms – The Company’s contracts with its customers state the final terms of the sale, including the description,

8 unchanged sentences

Returns, refunds, and warranties – The Company has a 30-day return policy on all

As the amount of returned product is minimal, management believes that returns on any goods sold subsequent to March 31, 2024,

As the amount of returned product is minimal, management believes that returns on any goods sold subsequent to June 30, 2024,

and 2023, were not material.

14 unchanged sentences

by little or no market activity).

assets and liabilities measured at fair value on a recurring basis are summarized below for the quarter ended March 31, 2024 and year

assets and liabilities measured at fair value on a recurring basis are summarized below for the quarter ended June 30, 2024 and year

ended December 31, 2023.

SUMMARY OF ASSETS AND LIABILITIES MEASURED AT VALUE ON RECURRING BASIS

As of March 31, 2024

OF ASSETS AND LIABILITIES MEASURED AT VALUE ON RECURRING BASIS

As of June 30, 2024

Derivative Liabilities

46 unchanged sentences

has periodically advanced funds to the Company for operating expenses.

At March 31, 2024 and December 31, 2023, amounts due related parties

At June 30, 2024 and December 31, 2023, amounts due related parties

were $ 133,910 and $ 70,099 , respectively.

11 unchanged sentences

sale of the Subsidiary that occurs after the one-year anniversary and prior to the two-year anniversary of the Conveyance Agreement.

4 - CONVERTIBLE NOTE PAYABLE

notes payable consists of the following as of March 31, 2024 and December 31, 2023:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

March 31, 2024

4 - CONVERTIBLE NOTES PAYABLE

notes payable consists of the following as of June 30, 2024 and December 31, 2023:

OF CONVERTIBLE NOTES PAYABLE

June 30, 2024

December 31, 2023

79 unchanged sentences

AJB Note is secured by all assets of the Company.

March 2024, the Company obtained a loan from Ray Vollintine (“Vollintine”) which netted the Company $ 250,000 in proceeds.

In consideration of such loan, the Company issued a $ 280,000 face amount promissory note (the “Vollintine Note”), with OID

of $ 30,000 , bearing interest at 12 % per annum, with principal and interest payable on September 29, 2024.

The Company has the right to

repay the Vollintine Note at any time.

The Vollintine Note is convertible at any time and from time to time into shares of the Company’s

common stock at a conversion price that shall equal to $.035 per share;

provided, however, that, upon an event of default, the conversion

price shall be the lower of (a) $.035 or (b) the volume weighted average trading price during the previous 20 trading-day period ending

on the date of issuance of the Vollintine Note or during the previous 20 trading-day period ending on the relevant conversion date, whichever

Vollintine Note is unsecured.

addition, the Company issued to Vollintine a pre-funded common stock purchase warrant (the “Vollintine Warrant”) to purchase

7,200,000 shares of our common stock, with a nominal exercise price of $ .00001 per share.

The Vollintine Warrant may be exercised on

a cashless basis, as further consideration for Vollintine’s purchasing the Vollintine Note, the Company entered into a make-whole

agreement that assures that Vollintine shall derive not less than $ 250,000 in net proceeds from Vollintine’s sales of the common

stock underlying the Vollintine Warrant.

Company accounts for the fair value of the conversion features of its convertible debt in accordance with ASC Topic No.

14 unchanged sentences

both the commitment date and the remeasurement date with the following inputs:

SCHEDULE OF DERIVATIVE LIABILITIES

September 30, 2023

OF DERIVATIVE LIABILITIES

June 30, 2024

December 31, 2023

67 unchanged sentences

December 31, 2023, Pegasus owed the Company $ 970,000 of funds raised by the Company and advanced to Pegasus.

8 – SHARE EXCHANGE AGREEMENT

February 26, 2024, the Company entered into entered into a Share Exchange Agreement, as amended (the Exchange Agreement), with Emergent

Health Corp., a Wyoming corporation (EMGE), and the holders (the EMGE Preferred Shareholders) of Series Class A Preferred Stock and the

Series C Convertible Non-Voting Preferred Stock (the EMGE Equity Interests).

On March 14, 2024, the parties closed the Exchange Agreement.

At the closing of the Exchange Agreement:

(a) the EMGE Preferred Shareholders exchanged all of their respective EMGE Equity Interests

for an equal number of shares of the Company’s to-be-designated Series F Convertible Preferred Stock (the Exchange Shares) that

shall convert into 93% of the common stock of the Company on a fully-diluted basis (the “Series F Preferred Stock”), which

shares of Series F Preferred Stock are currently issuable to the EMGE Preferred Shareholders and are to be issued upon the Company’s

filing of a Certificate of Designation with the State of Nevada;

(b) the Company consummated the Conveyance Agreement;

and (c) all persons

serving as directors and officers of the Company prior to the consummation of the Exchange Agreement resigned and appointed four new

members of the Company’s Board of Directors.

August 8, 2024, the Company entered into a Reformation of Share Exchange Agreement (the Reformation Agreement) with EMGE and the EMGE

Preferred Shareholders.

The Reformation Agreement was entered into after the Company, EMGE and the EMGE Preferred Shareholders having

independently determined that the structure of the Exchange Agreement resulted in the parties’ experiencing consequences that were

unintended and that would not, in the long term, be beneficial to the parties and that a reformation of the Exchange Agreement from a

share-for-share structure to a share-for-asset structure would be beneficial to each of the parties.

the Reformation Agreement, share-for-share structure of the Exchange Agreement was reformed to become a share-for-asset structure (the

Reformation).

Effecting the Reformation produced the following actions (the Reformation Actions):

First, the issuances of the Company Exchange Shares to the EMGE Preferred Shareholders were rescinded.

Next, the assignments of the EMGE Equity Interests by the EMGE Preferred Shareholders to the Company were rescinded.

The Company, then, re-issued the Exchange Shares to EMGE, in consideration of the following assets of EMGE (the “Acquired

● All of the capital

stock of Evolutionary Biologics, Inc.;

● All of the capital

stock of Apollo Biowellness, Inc.;

● All of the capital

stock of Nanosthetic, Inc.;

● All of the capital

stock of Nanogistics, Inc.

addition, the Reformation Actions resulted in the Company’s no longer being the controlling shareholder of EMGE.

9 – STOCKHOLDERS’ EQUITY

the three months ended March 31, 2024, the Company issued the following shares of common stock:

The Company issued a total

of 9,555,462 shares of common stock as to convert a convertible note and accrued interest of $ 306,985 .

the six months ended June 30, 2024, the Company issued the following shares of common stock:

Company issued a total of 9,555,462 shares of common stock as to convert a convertible note and accrued interest of $ 306,985 .

10 – SUBSEQUENT EVENTS

In March 2024, the Company obtained a loan from Ray Vollintine (“Vollintine”) which netted the Company

$ 250,000 in proceeds.

In consideration of such loan, the Company issued a $ 280,000 face amount promissory note (the “Vollintine

Note”), with OID of $ 30,000 , bearing interest at 12 % per annum, with principal and interest payable on September 29, 2024.

Company has the right to repay the Vollintine Note at any time.

The Vollintine Note is convertible at any time and from time to time

into shares of the Company’s common stock at a conversion price that shall equal to $.035 per share;

provided, however, that, upon

an event of default, the conversion price shall be the lower of (a) $.035 or (b) the volume weighted average trading price during the

previous 20 trading-day period ending on the date of issuance of the Vollintine Note or during the previous 20 trading-day period ending

on the relevant conversion date, whichever is lower.

Vollintine Note is unsecured.

addition, the Company issued to Vollintine a pre-funded common stock purchase warrant (the “Vollintine Warrant”) to purchase

7,200,000 shares of our common stock, with a nominal exercise price of $ .00001 per share.

The Vollintine Warrant may be exercised on

a cashless basis, As further consideration for Vollintine’s purchasing the Vollintine Note, the Company entered into a make-whole

agreement that assures that Vollintine shall derive not less than $ 250,000 in net proceeds from Vollintine’s sales of the common

stock underlying the Vollintine Warrant.

August 8, 2024, the Company entered into a Reformation of Share Exchange Agreement (the Reformation Agreement) with EMGE and the EMGE

Preferred Shareholders.

The Reformation Agreement was entered into after the Company, EMGE and the EMGE Preferred Shareholders having

independently determined that the structure of the Exchange Agreement resulted in the parties’ experiencing consequences that were

unintended and that would not, in the long term, be beneficial to the parties and that a reformation of the Exchange Agreement from a

share-for-share structure to a share-for-asset structure would be beneficial to each of the parties.

the Reformation Agreement, share-for-share structure of the Exchange Agreement was reformed to become a share-for-asset structure (the

Reformation).

Effecting the Reformation produced the following actions (the Reformation Actions):

First, the issuances of the Company Exchange Shares to the EMGE Preferred Shareholders were rescinded.

Next, the assignments of the EMGE Equity Interests by the EMGE Preferred Shareholders to the Company were rescinded.

The Company, then, re-issued the Exchange Shares to EMGE, in consideration of the following assets of EMGE (the “Acquired

● All of the capital

stock of Evolutionary Biologics, Inc.;

● All of the capital

stock of Apollo Biowellness, Inc.;

● All of the capital

stock of Nanosthetic, Inc.;

● All of the capital

stock of Nanogistics, Inc.

addition, the Reformation Actions resulted in the Company’s no longer being the controlling shareholder of EMGE.

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