What changed in this filing

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Item 1. Financial Statements

2024-11-26 compared with 2024-08-21 · 148 added, 158 removed, 573 unchanged (35% of the section changed)

1 unchanged sentence

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

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)

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

Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)

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

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

Notes to Consolidated Unaudited Financial Statements.

3 unchanged sentences

necessary for a fair presentation have been included.

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.

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

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

AND SUBSIDIARIES

Consolidated Balance Sheets

June 30, 2024

December 31, 2023

Current assets:

Cash and cash equivalents

Advances to Pegasus Specialty Vehicles, LLC

Loan receivable

Total current assets

Cash and cash

Advances to Pegasus Specialty

Vehicles, LLC

current assets

Fixed assets:

Fixed assets, net

Total fixed assets

Other assets:

Intangible, net

Total other assets

LIABILITIES AND SHAREHOLDERS’ DEFICIT

LIABILITIES AND SHAREHOLDERS’

Current liabilities:

Accounts payable and accrued liabilities

Accounts payable and accrued

Loans payable

Loans payable, related parties

Loans payable, related

Loans payable

Notes payable, net of discount

Notes payable, related parties

Notes payable, related

Notes payable

Convertible notes payable

Derivative liability

Total current liabilities

current liabilities

Shareholders’ Deficit:

Series B Preferred Stock, $ 0.0001 par value;

Series B Preferred Stock,

$ 0.0001 par value;

66,667 shares authorized;

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

Series C Preferred Stock, $ 0.0001 par value;

0 shares issued and outstanding at September 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;

2,000,000 shares issued and outstanding at September 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.

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

Preferred Stock,

Common stock, $ 0.0001 par value;

Common stock, $ 0.0001

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.

101,401,280 and 86,623,596 shares issued and outstanding at September 30, 2024 and December

31, 2023, respectively.

Additional paid-in capital

4 unchanged sentences

( 26,736,403 )

Total shareholders’ deficit

shareholders’ deficit

$ ( 2,636,138 )

( 2,135,572 )

Total liabilities and shareholders’ deficit

accompanying notes to consolidated financial statements.

liabilities and shareholders’ deficit

accompanying notes to unaudited consolidated financial statements.

Consolidated Statements of Operations

the Three Months Ended

June 30, 2024

For the Three Months Ended

June 30, 2023

For the Six Months Ended

June 30, 2024

For the Six Months Ended

June 30, 2023

Cost of Goods Sold

the Three Months

the Nine Months Ended

of Goods Sold

Gross Profit (Loss)

2 unchanged sentences

Sales commissions

Professional fees

Research and development

Total operating expenses

Loss from operations

Legal and professional

and development

operating expenses

from operations

( 1,346,962 )

# ( 192,416 )

Other income (expense):

Gain on investment

Gain on disposal of Resonate Blends

Interest expense

Gain (loss) on change in derivative liability

Amortization of issuance costs

Total other income (expense)

Gain on disposal of Resonate

Gain on investment

Gain (loss) on change in

derivative liability

Amortization of issuance

Gain (loss) on conversion

(loss) on settlement of notes payable

other income (expense)

$ ( 305,495 )

2 unchanged sentences

$ ( 1,011,432 )

Net loss per share - basic and diluted

Weighted average shares outstanding - basic

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

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

Preferred Stock Series A Shares

2 unchanged sentences

Preferred Stock Series C Amount

Common Stock Shares

Common Stock Amount

27 unchanged sentences

Settlement of derivative liabilities

Net loss, June 30,2024

Net loss, September 30,2024

( 1,555,767 )

2 unchanged sentences

( 1,555,767 )

Balance, June 30, 2024

Balance, September 30, 2024

$ ( 261,059 )

6 unchanged sentences

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

September 30, 2024

September 30, 2023

Cash flows from operating

$ ( 1,555,767 )

$ ( 1,011,432 )

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

Accrued interest, notes payable

Adjustments to reconcile

net loss to net cash used in operating activities:

Accrued interest, notes

Gain on derivative liability

3 unchanged sentences

Depreciation and amortization

Changes in operating assets and liabilities:

Changes in operating assets

and liabilities:

Other receivables

Accounts payable and accrued expenses

Net cash used in operating activities

Cash flows from investing activities

Deposits on acquistions

Net cash provided by investing activities

Cash flows from 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

payable and accrued expenses

cash used in operating activities

Cash flows from investing

on acquistions

cash provided by investing activities

Cash flows from financing

Payments to loans payable

Payments to loans payable,

related parties

Payments to convertible

Proceeds from warrant exercise

Proceeds from loans payable

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 at beginning of period

Proceeds from convertible

notes payable

from issuance of common stock

cash provided by financing activities

Net increase (decrease)

Cash at beginning of

Cash at end of period

Supplemental Cash Flow Information:

Cash paid for interest

Cash paid for income taxes

Non-cash investing and financing information:

Conversion of debt for common stock

accompanying notes to consolidated financial statements.

paid for interest

paid for income taxes

Non-cash investing and financing

of debt for common stock

accompanying notes to unaudited consolidated financial statements.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE THREE MONTHS ENDED JUNE 30, 2024 AND 2023

THE NINE NMONTHS ENDED SEPTEMBER 30, 2024 AND 2023

1 – ORGANIZATION AND BUSINESS OPERATIONS

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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

with two of the Company’s then-wholly-owned subsidiaries, Resonate Blends, LLC, a California limited liability company, and Entourage

Labs, LLC, a California limited liability company, and our former Chief Executive Officer and Director, Geoffrey Selzer.

the Conveyance Agreement, the Company assigned its’ ownership in the Subsidiary to Mr.

In consideration of our assignment

of the Subsidiary, Mr.

Selzer (a) assumed and agreed to pay, perform and discharge, fully and completely, all liabilities of the Subsidiary,

(b) indemnified us for any loss arising from or in connection with any of such liabilities and (c) agreed to pay the Company (i) 20%

of any proceeds from the sale of the Subsidiary that occurs prior to the one-year anniversary of the Conveyance Agreement and (ii) 10%

of any proceeds from the sale of the Subsidiary that occurs after the one-year anniversary and prior to the two-year anniversary of the

Conveyance Agreement .

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

7 unchanged sentences

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.

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.

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.

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

with two of the Company’s then-wholly-owned subsidiaries, Resonate Blends, LLC, a California limited liability company, and Entourage

Labs, LLC, a California limited liability company, and our former Chief Executive Officer and Director, Geoffrey Selzer.

the Conveyance Agreement, the Company assigned its’ ownership in the Subsidiary to Mr.

In consideration of our assignment

of the Subsidiary, Mr.

Selzer (a) assumed and agreed to pay, perform and discharge, fully and completely, all liabilities of the Subsidiary,

(b) indemnified us for any loss arising from or in connection with any of such liabilities and (c) agreed to pay the Company (i) 20%

of any proceeds from the sale of the Subsidiary that occurs prior to the one-year anniversary of the Conveyance Agreement and (ii) 10%

of any proceeds from the sale of the Subsidiary that occurs after the one-year anniversary and prior to the two-year anniversary of the

Conveyance Agreement .

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

The company’s ability to continue as a going concern

is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable

As of September 30, 2024, the Company has an accumulated deficit of $ 28,292,170 .

The company’s ability to continue as a going

concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable

While the Company is expanding its best efforts to achieve the above plans, there is no assurance that any such activity

23 unchanged sentences

collection information and existing economic conditions.

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

accounts and bad debts.

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

doubtful accounts and bad debts.

Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, the core principle of which is that the

29 unchanged sentences

There was no deferred

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

revenue as of September 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 June 30, 2024,

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

2024, and 2023, were not material.

16 unchanged sentences

ended December 31, 2023.

OF ASSETS AND LIABILITIES MEASURED AT VALUE ON RECURRING BASIS

As of June 30, 2024

SUMMARY OF ASSETS AND LIABILITIES MEASURED AT VALUE ON RECURRING BASIS

As of September 30, 2024

Derivative Liabilities

As of December 31, 2023

Derivative Liabilities

is stated at the lower of cost or net realizable value.

43 unchanged sentences

has periodically advanced funds to the Company for operating expenses.

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

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

At September 30, 2024 and December 31, 2023, amounts due related

parties were $ 192,710 and $ 70,099 , respectively.

These advances are non-interest bearing and payable upon demand.

11 unchanged sentences

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

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

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

Convertible notes face value

Debt issuance cost

Debt issuance

Net convertible notes

109 unchanged sentences

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

OF DERIVATIVE LIABILITIES

June 30, 2024

December 31, 2023

SCHEDULE OF DERIVATIVE LIABILITIES

Exercise price

3 unchanged sentences

Expected dividend rate

Derivative liabilities measurement input

Derivative liabilities

measurement input

6 – SENIOR PROMISSORY NOTE

86 unchanged sentences

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.

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.

9 – STOCKHOLDERS’ EQUITY

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 .

the nine months ended September 30, 2024, the Company issued the following shares of common stock:

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

The Company issued a total of 4,222,222 shares of common stock to convert a convertible note of $ 20,000 .

10 – SUBSEQUENT EVENTS

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.

has evaluated subsequent events, in accordance with FASB ASC Topic 855, “Subsequent Events,” through the date which the financial

statements were available to be issued and there are no material subsequent events, except as described below.

Assumption of Debt

Further to the Reformation Agreement, subsequent to

September 30, 2024, the Company completed the assumption of obligations of EMGE associated with the Acquired Assets in the principal amount

of $ 335,000 plus approximately $ 83,000 in accrued interest, or $ 417,965 , in the aggregate.

These amounts owed by the Company as a result

of such assumption are due to companies that are affiliates of James W.

Zimbler, one of the Company’s directors, in November 2025.

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