What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-08-21 compared with 2024-05-20 · 58 added, 45 removed, 152 unchanged (40% of the section changed)

32 unchanged sentences

of the Company.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .

Acquisition Transaction .

On February 26, 2024, we entered into entered into a Share Exchange Agreement, as amended (the Exchange

Agreement), with Emergent Health Corp., a publicly-traded (symbol:

EMGE) 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 (collectively, the EMGE Equity

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

On February 26, 2024, the Company 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

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 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;

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

(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.

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 Assets”):

of the capital stock of Evolutionary Biologics, Inc.;

of the capital stock of Apollo Biowellness, Inc.;

of the capital stock of Nanosthetic, Inc.;

of the capital stock of Nanogistics, Inc.

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

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

12 unchanged sentences

The discussion below concerning

our company’s results of operations for the years ended December 31, 2023 and 2022, and the financial condition of our company

at December 31, 2023, relates only to our company prior to the consummation of the Exchange Agreement with the EMGE Preferred Shareholders.

None of the information in the discussion below should be considered to be an indication of our company’s operating results for

the year ending December 31, 2024, and beyond .

the six months ended June 30, 2024, include the operating results of the acquired EMGE assets from March 14, 2024, through June 30, 2024.

The discussion below concerning our company’s results of operations for the six months ended June 30, 2023, relate only to our

company prior to the consummation of the Exchange Agreement, as amended and reformed.

None of the information in the discussion below

should be considered to be an indication of our company’s operating results for the year ending December 31, 2024, and beyond .

connection with the EMGE transaction, we obtained a loan from a third party and, subsequent to the closing of the EMGE transaction, we

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Vollintine Warrant.

of Operation for Three Months Ended March 31, 2024 and 2023

We reported $95,050 (unaudited) and $10,107 (unaudited) in sales for the three months ended March 31, 2024 (“Interim 2024”) and 2023 (“Interim

2023”), respectively.

All of our revenues for Interim 2024 were attributable to the business operations of EMGE for the period

from the acquisition date, March 14, 2024.

of Operation for Six Months Ended June 30, 2024 and 2023

We reported $721,278 (unaudited) and $16,468 (unaudited) in sales for the six months ended June 30, 2024 (“Interim 2024”)

and 2023 (“Interim 2023”), respectively.

All of our revenues for Interim 2024 were attributable to the business operations

of EMGE for the period from the acquisition date, March 14, 2024.

All revenues reported for Interim 2023 were attributable to the Subsidiary.

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for Interim 2023.

$3,007,627 of the other expense during Interim 2024 is attributable to loss on acquisition of EMGE.

Income/Loss .

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The AJB Warrant may be exercised on a cashless basis.

In March 2024, the Company obtained a loan from Ray Vollintine (Vollintine) which netted the Company $250,000 in

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;

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

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

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;

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.

4 unchanged sentences

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

of March 31, 2024, we had total current assets of $1,017,194 (unaudited), consisting of $47,194 (unaudited) in cash and $970,000 (unaudited)

of June 30, 2024, we had total current assets of $993,130 (unaudited), consisting of $17,030 (unaudited) in cash and $970,000 (unaudited)

in advances to former acquisition partner-company.

Our total current liabilities as of March 31, 2024, were $6,000,985 (unaudited).

working capital deficit was $4,983,791 (unaudited) as of March 31, 2024, compared to our working capital deficit of $2,150,975 (unaudited)

Our total current liabilities as of June 30, 2024, were $4,050,658 (unaudited).

working capital deficit was $3,057,528 (unaudited) as of June 30, 2024, compared to our working capital deficit of $2,150,975 (unaudited)

as of December 31, 2023.

of March 31, 2024, we have an accumulated deficit of $30,424,873 (unaudited).

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.

of June 30, 2024, we have an accumulated deficit of $27,986,675 (unaudited).

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.

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.

These financial

statements do not include any adjustments that might arise from this uncertainty.

Balance Sheet Arrangements

of March 31, 2024, there were no off-balance sheet arrangements.

of June 30, 2024, there were no off-balance sheet arrangements.

Accounting Policies

12 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 2. Management’s Discussion and Analysis