What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-11-26 compared with 2024-08-21 · 42 added, 32 removed, 178 unchanged (29% of the section changed)

33 unchanged sentences

Acquisition Transaction .

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

On 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

21 unchanged sentences

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.

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.

Conveyance Agreement .

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

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

Business Plan .

New Business Plan .

business plan and operations of EMGE now represent the entirety of our company’s business operations.

The discussion below concerning

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

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

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

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

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Vollintine Warrant.

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.

of Operation for Nine Months Ended September 30, 2024 and 2023

$1,349,905 (unaudited) and $16,468 (unaudited) in sales for the nine months ended September 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.

For Interim 2024, our cost of revenue was $297,922 (unaudited), compared to cost of revenue of $13,257 (unaudited) for

Interim 2023, resulting in a gross profit of $453,356 (unaudited) for Interim 2024 and a gross profit of $3,211 (unaudited) for Interim

cost of revenue and gross profit for Interim 2024 were attributable to the business operations of EMGE for the period from the acquisition

date, March 14, 2024.

All cost of revenue and gross profit reported for Interim 2023 were attributable to the Subsidiary.

Gross Profit .

For Interim 2024, our cost of

revenue was $477,079 (unaudited), compared to cost of revenue of $13,257 (unaudited) for Interim 2023, resulting in a gross profit of

$872,826 (unaudited) for Interim 2024 and a gross profit of $3,211 (unaudited) for Interim 2023.

All cost of revenue and gross profit for Interim 2024 were

attributable to the business operations of EMGE for the period from the acquisition date, March 14, 2024.

All cost of revenue and gross

profit reported for Interim 2023 were attributable to the Subsidiary.

Operating Expenses .

Our operating expenses were $2,219,787 (unaudited) and $195,627 (unaudited) for Interim 2024 and Interim 2023, respectively.

Our operating expenses for the remainder of 2024 can be expected to increase as the effects of the acquisition of EMGE impact our operating

Our operating

expenses for the remainder of 2024 can be expected to increase as the effects of the acquisition of EMGE impact our operating results.

No prediction as to the level of operating expenses for all of 2024 can be made in this regard, however.

Income/Expense .

We had other expense of $173,068 (unaudited) for Interim 2024, compared to $637,821 (unaudited) in other expense

for Interim 2023.

Income/Loss .

For Interim 2024, we had a net loss of $1,250,272 (unaudited), compare to a net loss of $783,262 (unaudited) for

Interim 2023.

Other Income/Expense .

We had other expense

of $208,805 (unaudited) for Interim 2024, compared to $819,016 (unaudited) in other expense for Interim 2023.

Net Income/Loss .

2024, we had a net loss of $1,555,767 (unaudited), compared to a net loss of $1,011,432 (unaudited) for Interim 2023.

and Capital Resources

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

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

of September 30, 2024, we had total current assets of $1,044,236 (unaudited), consisting of $68,236 (unaudited) in cash, $6,000 loan

receivable and $970,000 (unaudited) in advances to former acquisition partner-company.

Our total current liabilities as of September

30, 2024, were $4,557,634 (unaudited).

Our working capital deficit was $3,513,398 (unaudited) as of September 30, 2024, compared to our

working capital deficit of $2,150,975 (unaudited) as of December 31, 2023.

of September 30, 2024, we have an accumulated deficit of $28,292,170 (unaudited).

Our ability to continue as a going concern is contingent

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Balance Sheet Arrangements

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

of September 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