10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________.

Commission file number 000-55572

 

Healthy Extracts Inc.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	47-2594704 (I.R.S. Employer Identification No.)
7375 Commercial Way, Suite 125 Henderson, NV (Address of principal executive offices)	89011 (Zip Code)

Registrant’s telephone number, including area code (720) 463-1004

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the previous 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer (Do not check if a smaller reporting company)	☐	Smaller reporting company Emerging growth company	☒  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 1, 2022, there were 345,172,442 shares of common stock, $0.001 par value, issued and outstanding.

HEALTHY EXTRACTS INC.

TABLE OF CONTENTS 

		Page
PART I – FINANCIAL INFORMATION		1
	Item 1. Financial Statements	2
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	14
	Item 3. Quantitative and Qualitative Disclosure About Market Risks	18
	Item 4. Controls and Procedures	18
PART II – OTHER INFORMATION		19
	Item 1. Legal Proceedings	19
	Item 1A.Risk Factors	19
	Item 2.Unregistered Sales of Equity Securities and Use of Proceeds	19
	Item 3.Defaults Upon Senior Securities	19
	Item 4.Mine Safety Disclosures	19
	Item 5.Other Information	19
	Item 6.Exhibits	20
SIGNATURES		21

PART I – FINANCIAL INFORMATION

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading: “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

ITEM 1Financial Statements 

1

HEALTHY EXTRACTS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
		SEPTEMBER 30,	DECEMBER 31,
		2022	2021
ASSETS
CURRENT ASSETS
Cash		$73,884	$222,098
Accounts receivable		100,755	133,340
Inventory		1,866,442	1,957,966
	Total current assets	2,041,081	2,313,404
Fixed assets, net of accumulated depreciation of $49,547 and $45,944, respectively		6,050	1,035
Patents/Trademarks		521,881	521,881
Deposit		16,890	-
Goodwill		193,260	193,260
	Total other assets	738,080	716,175
TOTAL ASSETS		$2,779,161	$3,029,579
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Accounts payable		$114,066	$37,267
Accrued liabilities		6,934	59,264
Notes payable		93,174	-
Notes payable - related party		866	170,866
Convertible debt, net of discount of $0.00 and $0.00, respectively		360,750	171,750
Convertible debt - related party, net of discount of $0.00 and $0.00, respectively		-	-
Accrued interest payable		29,671	13,050
Accrued interest payable - related party		-	14,118
Derivative liabilities		338,787	92,527
	Total current and total liabilities	944,248	558,841
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.001 par value, 75,000,000 shares authorized, none and none shares issued and outstanding, respectively		-	-
Common stock, $0.001 par value, 2,500,000,000 shares authorized, 345,172,442 and 338,887,410 shares issued and outstanding, respectively		345,172	338,384
Additional paid-in capital		17,459,899	17,075,974
Accumulated deficit		(15,970,158)	(14,943,620)
	Total stockholders' equity (deficit)	1,834,913	2,470,738
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$2,779,161	$3,029,579
The accompanying notes are an integral part of these unaudited consolidated financial statements.

2

HEALTHY EXTRACTS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDING SEPTEMBER 30,
(Unaudited)
		FOR THE 3 MONTHS ENDING		FOR THE 9 MONTHS ENDING
		SEPTEMBER 30,		SEPTEMBER 30,
		2022	2021	2022	2021
REVENUE
Gross revenue		$573,967	$447,986	$1,668,105	$903,142
Less selling fees		(74,315)	(68,111)	(235,255)	(108,949)
	Net revenue	499,653	379,875	1,432,850	794,193
COST OF REVENUE
Cost of goods sold		68,551	72,250	382,038	147,456
Written off inventory		-	-	20,750	-
	Total cost of revenue	68,551	72,250	402,788	147,456
GROSS PROFIT		431,102	307,625	1,030,062	646,737
OPERATING EXPENSES
General and administrative		485,568	692,940	1,744,326	1,873,858
	Total operating expenses	485,568	692,940	1,744,326	1,873,858
OTHER INCOME (EXPENSE)
Interest expense, net of interest income		(11,336)	(19,242)	(68,657)	(48,598)
Change in fair value on derivative		(104,421)	(307,746)	(246,260)	(1,287,971)
Loss on extinguishment of debt		-	-	-	-
SBA loan forgiveness		-	39,833	-	39,833
Gain on sale of asset		-	-	2,643	-
	Total other income (expense)	(115,757)	(287,155)	(312,274)	(1,296,736)
Net gain/(loss) before income tax provision		(170,223)	(672,470)	(1,026,538)	(2,523,857)
NET GAIN/(LOSS)		$(170,223)	$(672,470)	$(1,026,538)	$(2,523,857)
Loss per share - basic and diluted		$(0.00)	$(0.00)	$(0.00)	$(0.01)
Weighted average number of shares outstanding - basic and diluted		341,619,198	316,650,804	342,514,810	317,363,964
The accompanying notes are an integral part of these unaudited consolidated financial statements.

3

HEALTHY EXTRACTS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDING DECEMBER 31, 2022 AND 2021
(Unaudited)
					Additional
	Preferred Stock		Common Stock		Paid-In	Accumulated
	Shares	Amount	Shares	Amount	Capital	Deficit	Total
Balance - December 31, 2020	-	$-	308,887,410	$308,887	15,501,436	$(12,956,498)	$2,853,826
Issuance of common stock for cash	-	-	900,000	900	44,100	-	45,000
Issuance of common stock for cash	-	-	300,000	300	14,700	-	15,000
Issuance of common stock for cash	-	-	3,300,000	3,300	161,700	-	165,000
Issuance of common stock for cash	-	-	-	-	-	-	-
Issuance of common stock for debt	-	-	1,200,000	1,200	85,200	-	86,400
Issuance of common stock for services	-	-	715,000	715	50,765	-	51,480
Issuance of common stock for services	-	-	2,000,000	2,000	142,000	-	144,000
Issuance of common stock for services	-	-	1,000,000	1,000	59,000	-	60,000
Issuance of common stock for services	-	-	1,177,778	1,178	90,778	-	91,956
Issuance of common stock for debt	-	-	1,200,000	1,200	58,800	-	60,000
Issuance of common stock for services	-	-	3,500,000	3,500	171,500	-	175,000
Issuance of common stock for cash	-	-	2,000,000	2,000	98,000	-	100,000
Issuance of common stock for debt	-	-	12,203,983	12,204	597,995	-	610,199
Net (loss) gain for the period	-	-	-	-	-	(1,987,122)	(1,987,122)
Balance - December 31, 2021	-	$-	338,384,171	$338,384	17,075,974	$(14,943,620)	$2,470,738
Cancelation of common stock for debt	-	-	(200,267)	(200)	(9,813)	-	(10,013)
Issuance of common stock for cash	-	-	507,917	508	24,888	-	25,396
Cancelation of common stock for debt	-	-	(600,000)	(600)	(43,200)	-	(43,800)
Issuance of common stock for services	-	-	1,000,000	1,000	63,000	-	64,000
Issuance of common stock for services	-	-	1,000,000	1,000	56,100	-	57,100
Issuance of common stock for services	-	-	4,400,000	4,400	259,600	-	264,000
Issuance of common stock-Note Conversion	-	-	340,621	341	16,690	-	17,031
Issuance of common stock for services	-	-	340,000	340	16,660	-	17,000
Net (loss) gain for the period	-	-	-	-	-	(1,026,538)	(1,026,538)
Balance - August 31, 2022	-	$-	345,172,442	$345,173	17,459,899	$(15,970,158)	$1,834,913
The accompanying notes are an integral part of these  financial statements.

4

HEALTHY EXTRACTS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
	FOR THE 9 MONTHS
	ENDING
	SEPTEMBER 30,
	2022	2021
Cash Flows from Operating Activities:
Net Gain/(Loss)	$(1,026,538)	$(2,523,857)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	329	3,825
Warrants issued for services	402,100	434,836
Non-cash compensation	-	-
Change in fair value on derivative liability	246,260	1,287,971
Loss on extinguishment of debt	-	-
Gain on sale of asset	2,643	-
Impairment of goodwill	-	-
Changes in operating assets and liabilities:
Accounts receivable	32,585	(70,311)
Inventory	91,523	(115,487)
Accrued interest receivable	-	-
Deposits	(16,890)	-
Accounts payable	76,799	(41,678)
Accounts payable - related party	-	-
Accrued liabilities	(52,330)	44,913
Accrued interest payable	16,621	27,450
Accrued interest payable - related party	(14,118)	10,162
Net Cash used in Operating Activities	(241,015)	(942,175)
Cash Flows from Investing Activities:
Purchase of fixed assets	(7,987)	-
Cash received from sale of asset	-	-
Purchase of note receivable	-	-
Trademarks	-	(84,888)
Payments of note receivable	-	-
Cash flows provided by (used in) Investing Activities:	(7,987)	(84,888)
Cash Flows from Financing Activities:
Purchase of BergaMet	-	-
Purchase of UBN	-	-
Proceeds from issuance of common stock	(11,386)	225,000
Proceeds from issuance of convertible debt,	445,826	858,000
Payments for repayment of convertible debt	(256,826)	-
Proceeds from issuance of noted payable	93,174	-
Proceeds from issuance of noted payable - related party	-	-
Payments for repayment of notes payable - related party	(170,000)	-
Net Cash provided by Financing Activities	100,788	1,083,000
Increase (decrease) in cash	(148,214)	55,937
Cash at beginning of period	222,098	59,201
Cash  at end of period	$73,884	$115,138
The accompanying notes are an integral part of these unaudited consolidated financial statements.

5

HEALTHY EXTRACTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022 and 2021

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Healthy Extracts Inc. (the “Company”) was incorporated in the State of Nevada on December 19, 2014 as Grey Cloak Tech Inc. On October 23, 2020, we changed our name from Grey Cloak Tech Inc. to Healthy Extracts Inc. to more accurately reflect our business. The Company has acquired BergaMet NA, LLC and Ultimate Brain Nutrients, LLC which market and sell health supplemental products.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2022 and the results of operations and cash flows for the periods presented. The results of operations for the months ending September 30, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s form 10-K for the year ended December 31, 2021 filed with the SEC on April 1, 2022.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash

Cash includes cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.

Accounts Receivables

Accounts receivables are recorded at the invoice amount and do not bear interest.

Inventory

Inventories consist of health supplements held for sale in the ordinary course of business. The Company uses the weighted average cost method to value its inventories at the lower of cost or market. An allowance for inventory was established in 2018 and is evaluated each quarter to determine if all items are still sellable due to expiration dates. As of September 30, 2022 and 2021, the total of inventory which was written off as an inventory allowance was $1,914,891 and $1,543,758.

6

Property and Equipment

The Company’s property and equipment are recorded at cost and depreciated using the straight-line method over the useful lives of the assets, generally from three to seven years. Upon sale or disposal of property and equipment, the related asset cost and accumulated depreciation or amortization are removed from the respective accounts and any gain or loss is reflected in current operations.

Indefinite-Lived Intangible Assets

Indefinite-lived intangible assets established in connection with business combinations consist of patents, trademarks, and trade names. The impairment test for identifiable indefinite-lived intangible assets consists of a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. With the acquisition of Ultimate Brain Nutrients on April 3, 2020 the Company added a purchasing value of $315,604 in patents to its balance sheet.

As of September 30, 2022, the Company believes that based upon qualitative factors, no impairment of indefinite-lived intangible assets is necessary.

Goodwill

In accordance with Goodwill and Other Intangible Assets, goodwill is defined as the excess of the purchase price over the fair value assigned to individual assets acquired and liabilities assumed and is tested for impairment at the reporting unit level on an annual basis in the Company's fourth fiscal quarter or more frequently if indicators of impairment exist. The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair value of the Company's reporting units with each respective reporting unit's carrying amount, including goodwill. The fair value of reporting units is generally determined using the income approach. If the carrying amount of a reporting unit exceeds the reporting unit's fair value, the second step of the goodwill impairment test is performed to determine the amount of any impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. The Company sees the goodwill to have a ten-year useful life. No goodwill impairment indicators were present, for the goodwill listed on the books as of September 30, 2022, after working through our analysis of goodwill during the months ending September 30, 2022.

The Company has determined that the method applied represents the fair value of the asset group principally because the valuation of the intangibles with the asset group is based on the anticipated cash flows related to the revenue stream from its customers. The asset group excludes goodwill, long term non-operational assets and liabilities and cash. As such, the principal value from the asset group relates to the cash inflows from its customers and the cash outflows required to service these customers. The fair value for the asset group consists of the following:

·Fair value of net revenues: computed using the income approach. The key input to these computations is the anticipated cash inflows from customers. These valuations include 100% of the cash inflows related to the customer base, and taking cash outflows into consideration. 

·Fair value of working capital (including accounts receivable, inventory, accrued expenses, and accounts payables). Due to the short-term nature of the working capital, book value has been determined to be fair value. These accounts represent either avoided future outflows (inventory, prepaids) or future cash flows (accrued expense, AP and AR) related to customer sales. 

·Fair value of five years of revenue (2021 to 2025):  we discounted our cash flows to the anticipated cash projected to be received. We also projected the anticipated cash outflows required to service these customers. If the asset group was to be valued as a whole, we would expect an income approach based on the revenues being generated from the customers and expenses required to service those customers, appropriately adjusted for the working capital position. The sum of these values reasonably approximates this approach. 

The Company’s revenue streams align directly with the intangibles, which were recorded as a result of the BergaMet acquisition in fiscal 2019. For purposes of the Step 2 recoverability test under ASC 360 subsection 2.3., the net revenues from BergaMet customers base were used. The revenue stream fairly reflects anticipated future cash flows; accordingly, the intangibles associated with these revenue streams have been tested with the expected cash flows.

7

Due to the purchase of Ultimate Brian Nutrients, LLC being a related party transaction and the new division recording no revenue as of June 30, 2020, the Company found the goodwill to be impaired. Due to the impairment the Company expensed the goodwill related to the purchase as of June 30, 2020.

Revenue Recognition

Beginning January 1, 2019, the Company implemented ASC 606, Revenue from Contracts with Customers. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them. These included the development of new policies based on the five-step model provided in the new revenue standard, ongoing contract review requirements, and gathering of information provided for disclosures.

The Company recognizes revenue and cost of goods sold from product sales or services rendered when control of the promised goods are transferred to our clients in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. Our revenue policy includes all sales channels which include the Company website channel or any other selling channel like Amazon, doctors’ offices, and walk-in sales. To achieve this core principle, we apply the following five steps:  identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation.

The Company recognizes revenue and cost of goods sold from each sale upon shipment of the promised goods to the customers.

Concentration

There is no concentration of revenue for the nine months ended September 30, 2021 and for the nine months ended September 30, 2022 because the revenue was earned from multiple customers.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. For the period ending September 30, 2021 and September 30, 2022, the Company did not have any amounts recorded pertaining to uncertain tax positions.

Fair Value Measurements

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

8

The derivative liability in connection with the conversion feature of the convertible debt, classified as a Level 3 liability, is the only financial liability measure at fair value on a recurring basis.

The change in Level 3 financial instrument is as follows:

Balance, January 1, 2022	$	92,527
Issued during the nine months ended September 30, 2022		328,727
Change in fair value recognized in operations		(3,489)
Converted during the year ended September 30, 2022		(78,978)
Balance, September 30, 2022	$	338,787

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements of five–step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract cost, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The amendments in this ASU are effective for reporting period beginning after December 15, 2016, and early adoption is prohibited. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption.

The Company’s revenues are recognized when control of the promised goods or services is transferred to our clients (upon shipment of goods) in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the Company satisfies a performance obligation.

We adopted ASC 2014-09 on January 1, 2019. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities with them.

Convertible Instruments

The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.

The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on

9

extinguishment of the two separate accounting liabilities. During the nine months ended September 30, 2021, the Company issued $354,000 of convertible debt with a bifurcated conversion option.

Common Stock Purchase Warrants

The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 815-40 (“Contracts in Entity's Own Equity”). The Company classifies as assets or liabilities any contracts that require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside our control) or give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of common stock purchase warrants and other free-standing derivatives at each reporting date to determine whether a change in classification is required.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated minimal revenues from operations. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and incurring startup costs and expenses. As a result, the Company incurred accumulated net losses from Inception (December 19, 2014) through the period ended September 30, 2022 of $15,970,158. Due to our negative cash flow, the Company has substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. In addition, the Company’s development activities since inception have been financially sustained through equity financing. Management plans to keep seeking funding through debt and equity financing which are intended to mitigate the conditions that have raise substantial doubt about the entity’s ability to continue as a going concern.

NOTE 4 – RELATED PARTY

For the nine months ended September 30, 2022 and 2021, the Company had expenses totaling $1,000 and $48,000 respectively, to an officer and director for salaries, which is included in general and administrative expenses on the accompanying statement of operations. As of September 30, 2022, there was a total of convertible debt of $0.00 and accrued interest payable of $0.00 due to an officer and director, employees, and shareholders.

NOTE 5 – NOTES PAYABLE

As of September 30, 2022, the Company had the following:

Unsecured debt with shareholders of the Company, no due date, 0% interest,	866
Unsecured debt, due 2/15/23, 10% interest, default interest at 16%.	93,174
TOTAL	$94,040

As of September 30, 2022, the Company has an outstanding total of $15,447 in interest accrued for the above notes.

10

NOTE 6 – CONVERTIBLE DEBT

As of September 30, 2022, the Company had the following:

Unsecured convertible debt, due 01/19/17, 8% interest, default interest at 18%, converts at a 54% discount to market price based on the lowest trading prices in the last 20 days trading price	6,750
Unsecured convertible debt, due 08/05/23, 10% interest, converts at a market price of $0.05 per share. The proceeds from the sale of the Note were used to satisfy all but $17,000 of our obligations to Jay Decker pursuant to a previously issued promissory note to benefit from terms that our management believes are more favorable to the Company.	154,000
Unsecured convertible debt, due 05/01/23, 12% interest, converts at a market price of $0.05 per share.	200,000
SUBTOTAL	360,750
Less: Discount	-
TOTAL	$360,750

Below represent the Black-Scholes Option Pricing Model calculations for the above convertible note payables:

Payee	Number of options valued	Value of Convertible Option
Unsecured Convertible debt #1	288,159	$    10,060
Unsecured Convertible debt #2	3,181,811	$  149,817
Unsecured Convertible debt #3	4,182,667	$  178,910

As of September 30, 2022, the Company has an outstanding total of $17,560 in accrued interest for the above convertible note.

The convertible promissory notes #1 is in default but management has not been able to make contact with this party, due to them living out of the country. We have calculated the derivative liability as if it is in default (but the note’s default interest rate stays the same at 8%) and will still accrue appropriate interest until the note is fully satisfied or converted into the Company’s common stock.

The Company has determined that the conversion feature embedded in the notes referred to above that contain a potential variable conversion amount constitutes a derivative which has been bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt.

NOTE 7 – STOCKHOLDERS’ EQUITY

Authorized Stock 

The Company has authorized 75,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote on any matter on which action of the stockholders of the corporation is sought. During February 2017, the Company increased the authorized number of shares to 500,000,000. Also, the Company increased the authorized preferred stock to 75,000,000 shares and designated 25,000,000 shares of preferred stock to Series A Convertible Preferred Stock. During January 2018, the Company increased its authorized number of common shares to 1,000,000,000. During April 2018, the Company increased its authorized number of common shares to 2,500,000,000. The Board of Directors, in the future, has the authority to increase the authorized capital up to 4,000,000,000 shares based on shareholder approval.

The Company effectuated a reverse stock split of 1-for-250 as of July 23, 2018.

On October 16, 2017, the Company filed an Amended and Restated Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of the Series A Convertible Preferred Stock (the “Amended Certificate”) with the Secretary of State of the State of Nevada. The Amended Certificate reduces the number of preferred shares designated as Series A Preferred Stock from 25,000,000 shares to 1,333,334 shares. The Amended Certificate also changes the conversion and voting rights of the Series A Preferred Stock. The Series A Preferred Stock is now convertible into the number of shares of our common stock equal to 0.00006% of our outstanding common stock upon

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conversion. The voting rights of the Series A Preferred Stock are now equal to the number of shares of common stock into which the Series A Preferred Stock may convert.

As of September 30, 2022, there are no outstanding shares of preferred stock. All the preferred stock was converted in common stock on February 4, 2019.

Common Share Issuances

During the nine month period ended September 30, 2022, the Company issued 7,588,538 shares of common stock while cancelling a total of 800,267 shares of common stock.

During the third quarter 2022, the Company issued 340,000 shares of common stock for consulting fees along with issuing 340,621 shares of common stock to convert an outstanding note payable to a shareholder.  On May 19, 2022, the Company issued 4,400,000 shares of common stock for broker and consulting fees.  On April 22 and 25, 2022, the Company issued 2,000,000 shares of common stock for broker and funding fees.  On February 4, 2022, the Company issued 507,917 shares of common stock in a direct security purchase agreement.  On January 10, 2022, the Company cancelled 200,267 shares of common stock.  Further, on March 4, 2022, the Company cancelled 600,000 shares of common stock.

During the fourth quarter 2021, the Company issued 3,500,000 shares of common stock for consulting fees. Additionally, the Company raised during the year over $900,000 in direct security purchase agreements which were converted into 15,403,983 shares of the Company’s common stock.  During the third quarter 2021, the Company issued 1,177,778 shares of common stock for advertising and broker fees. On March 18, 2021, the Company raised $340,000 note payable agreement which 1,200,000 shares of the Company’s common stock were issued to the note holder. Additionally, 2,000,000 shares of common stock were issued to a company helping secure the note. Furthermore, 715,000 shares of common stock were issued for marketing services while 1,000,000 shares of common stock were issued for advertising services. During January 2021 the company converted 4,500,000 of securities purchase agreement into common stock shares.

Warrant Issuances

During the year ending December 31, 2021, the Company issued 14,000,000 warrants to 25 parties at a per share price between $0.05 and $0.075.  As of September 30, 2022, there were 14,012,000 warrants outstanding, of which 14,004,000 warrants are fully vested.

Stock Issued for Services

On March 18, 2021, the Company issued 715,000 shares of common stock as the compensation for this agreement. Additionally on March 18, 2021, the Company issued 2,000,000 shares of common stock to a company helping secure the note. During the second and third quarters of 2021, the Company entered into several broker agreements to help raise capital for the Company. 1,177,778 shares of common stock were issued in the third quarter as broker fees. And additional 1,000,000 shares of common stock were issued in the second quarter as advertising fees.

On September 13, 2022, the Company issued 340,000 shares of common stock for consulting fees.  During the period ending June 30, 2022, the Company issued 6,400,000 shares of common stock for broker, consulting, and funding fees.

Share Conversion Agreements

All of the holders of the Company’s Series A Convertible Preferred Stock (the “Preferred Holders”) entered into a Preferred Stock Conversion Agreement. Pursuant to the Conversion Agreements, the Preferred Holders converted their shares of preferred stock into common stock, effective as of the Exchange. As a result, no shares of the Company’s Series A Convertible Preferred Stock are outstanding. An aggregate of 15,592,986 shares of common stock were issued to the Preferred Holders. The Preferred Holders agreed to convert each share of Series A Convertible Preferred Stock into eighteen (18) shares of common stock and agreed to retire a total of 467,057 shares of Series A Convertible Preferred Stock. The Company cancelled the retired shares.

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Omnibus Stock Grant and Option Plan

On December 31, 2021, the Company approved stock option agreements in the amount of 7,500,000 shares with a strike price of $0.05 to twenty-one individuals.

Offering Circular

During the first part of the 2021, the Company filed a Regulation A Offering Circular with the U.S. Securities and Exchange Commission. The Offering Circular was qualified during August 2021.

NOTE 8 – BUSINESS SEGMENT INFORMATION

As of September 30, 2022, the Company operated in two reportable segments (Corporate and Health Supplements) supported by a corporate group which conducts activities that are non-segment specific. The following table presents selected financial information about the Company’s reportable segments for the nine months ended September 30, 2022.

	CONSOLIDATED	HEALTH SUPPLEMENTS		CORPORATE
		BergaMet	UBN
Revenue	1,668,105	1,668,105	-	-
Less Selling Fees	(235,255)	(235,255)
Cost of Revenue	382,038	382,038	-	-
Long-lived Assets	732,030	193,260	538,771	-
Gain (Loss) Before Income Tax	(1,026,538)	(83,534)	(313)	(942,691)
Identifiable Assets	1,866,442	1,866,442	-	-
Depreciation and Amortization	329	329	-	-

NOTE 9 – SUBSEQUENT EVENTS

COVID-19

On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. The Company is monitoring this closely, and although operations have not been materially affected by the coronavirus outbreak to date, the ultimate severity of the outbreak is uncertain. Further the uncertain nature of its spread globally may impact our business operations resulting from quarantines of employees, customers, and third-party service providers. At this time, the Company is unable to estimate the impact of this event on its operations.

The Company evaluated its September 30, 2022 financial statements for subsequent events through October 12, 2022, the date the financial statements were available to be issued.  The Company received a loan for $200,000 in October 2022.  The term of the loan is 12 months in which the first three months will be interest only payments and the last eight payments will be principal and interest.

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ITEM 2Management’s Discussion and Analysis of Financial Condition and Results of Operations 

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Quarterly Statement reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

The following discussion and analysis of financial condition and results of operations of the Company is based upon, and should be read in conjunction with, its unaudited financial statements and related notes elsewhere in this Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States.

Summary Overview

We were incorporated on December 19, 2014 in the State of Nevada. We had revenues of $1,465,782 in the year ended December 31, 2021 and $1,276,559 in the year ended December 31, 2020. We had revenues of $573,967 for the three months ended September 30, 2022 and $447,986 for the three months ended September 30, 2021.

On February 4, 2019, we acquired BergaMet NA, LLC, a Delaware limited liability company (“BergaMet”). BergaMet is a wholly-owned subsidiary through which we conduct our nutraceuticals business.

On April 3, 2020, we acquired Ultimate Brain Nutrients, LLC, a Delaware limited liability company (“UBN”). UBN is a wholly-owned subsidiary through which we conduct our plant-based neuro-products business.

Overview

BergaMet NA, LLC

On February 4, 2019, we issued and exchanged shares of our common stock for all of the outstanding equity securities of BergaMet. BergaMet is an established company that was already generating revenues when we acquired it.

Ultimate Brain Nutrients, LLC

On April 3, 2020, we issued and exchanged shares of our common stock for all of the outstanding equity securities of UBN. UBN is a science-based company that develops unique, plant-based health technology neuro-products that provide natural brain solutions. UBN has numerous proprietary products, with four unique patent-pending formulations and two patents issued.

Going Concern

As a result of our financial condition, we have received a report from our independent registered public accounting firm for our financial statements for the years ended December 31, 2021 and 2020 that includes an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern. From inception

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(December 19, 2014) through the end of December 31, 2021, we have incurred accumulated net losses of $14,943,620. In order to continue as a going concern we must effectively balance many factors and generate more revenue so that we can fund our operations from our sales and revenues. If we are not able to do this we may not be able to continue as an operating company. At our current revenue and burn rate, we have an immediate cash need, and thus we must raise capital by issuing debt or through the sale of our stock. However, there is no assurance that our existing cash flow will be adequate to satisfy our existing operating expenses and capital requirements.

Results of Operations for the Three and Nine Months Ended September 30, 2022 and 2021

Introduction

We had revenues of $573,967 and $1,668,105 for the three and nine months ended September 30, 2022, respectively, compared to $447,986 and $903,142 for the three and nine months ended September 30, 2021. Our cost of revenue for the three and nine months ended September 30, 2022 were $68,551 and $402,788, respectively, compared to $72,250 and $147,456 for the three and nine months ended September 30, 2021.

Our operating expenses were $485,568 and $1,744,326 for the three and nine months ended September 30, 2022, respectively, compared to $692,940 and $1,873,858 for the three and nine months ended September 30, 2021. Our operating expenses consisted entirely of general and administrative expenses.

We had a Net Loss of $170,223 for the three months ended September 30, 2022, compared to a Net Loss of $672,470 for the three months ended September 30, 2021. 

Revenues and Net Operating Loss

Our revenue, operating expenses, net operating loss, and net gain (loss) for the three and nine months ended September 30, 2022 and 2021 were as follows:

		Three Months Ended		Three Months Ended	Nine Months Ended	Nine Months Ended
		September 30,		September 30,	September 30,	September 30,
		2022		2021	2022	2021
Revenue	$	573,967	$	447,986	1,668,105	903,142
Cost of Revenue		68,551		72,250	402,788	147,456
Gross Profit		431,102		307,625	1,030,062	646,737
Operating expenses:
General and administrative		485,568		692,940	1,744,326	1,873,858
Total operating expenses		485,568		692,940	1,744,326	1,873,858
Other income (expense)
Interest expenses, net of interest income		(11,336)		(19,242)	(68,657)	(48,598)
Change in fair value on derivative		(104,421)		(307,746)	(246,260)	(1,287,971)
Loss on extinguishment of debt		-		-	-	-
SBA Loan Forgiveness		-		39,833	-	39,833
Gain on sale of asset		-		-	2,643	-
Total other income (expense)		(115,757)		(287,155)	(312,274)	(1,296,736)
Net income (loss)	$	(170,223)	$	(672,470)	(1,026,538)	(2,523,857)

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Revenues

We had revenues of $573,967 and $1,668,105 for the three and nine months ended September 30, 2022, compared to $447,986 and $903,142 for the three and nine months ended September 30, 2021, an increase of $125,981 and $764,963, or 28% and 85%, respectively.

Cost of Revenue

Our cost of revenue for the three and nine months ended September 30, 2022 was $68,551 and $402,788, or 12% and 24% of revenue, respectively, compared to $72,250 and $147,456, or 16% and 16% of revenue, for the three and nine months ended September 30, 2021. Gross profit was $431,102 and $1,030,062 for the three and nine months ended September 30, 2022, compared to $307,625 and $646,737 for the three and nine months ended September 30, 2021, an increase of $123,477 and $383,325, or 40% and 59%, respectively.

General and Administrative

General and administrative expenses were $485,568 and $1,744,326 for the three and nine months ended September 30, 2022, compared to $692,940 and $1,873,858 for the three and nine months ended September 30, 2021. In the three months ended September 30, 2022, general and administrative expenses consisted mainly of advertising of $456,270, consulting fees of $448,515, broker fees of $383,938, professional fees of $94,966, and salary and wages of $109,305. In the three months ended September 30, 2021, general and administrative expenses consisted mainly of advertising of $443,416, consulting fees of $534,702, professional fees of $445,223, salary and wages of $109,236, and postage of $36,956.

Other Income (Expense)

Other income (expense) was $(115,757) and $(312,274) for the three and nine months ended September 30, 2022, compared to $(287,155) and $(1,296,736) for the three and nine months ended September 30, 2021, a decrease of $171,398, or 60%, for three months ended September 30, 2022 and a decrease of $984,462, or 76%, for the three months ended September 30, 2021. In the three months ended September 30, 2022, other income (expense) consisted of interest expenses, net of interest income of $(11,336) and change in fair value on derivative of $(104,421). In the three months ended September 30, 2021, other income (expense) consisted of interest expense, net of interest income of $(19,242) and change in fair value on derivative of $(307,746), offset by SBA loan forgiveness of $39,833. Change in fair value of derivative was related to the conversion of convertible debts into common stock shares.

Net Income (Loss)

Net income (loss) was $(170,223) and $(1,026,538), or $0.00 and $0.00 per share, for the three and nine months ended September 30, 2022, compared to $(672,470) and $(2,523,857), or $0.00 and $0.01 per share, for the three and nine months ended September 30, 2021.

Our net income (loss) various from period to period primarily because of the change in fair value on derivative.

Liquidity and Capital Resources

Introduction

During the three and nine months ended September 30, 2022, we were unable to generate sufficient revenues and had negative operating cash flows. Our cash on hand as of December 31, 2021 was $222,098 and as of September 30, 2022 was $73,884. Our monthly cash flow burn rate for 2021 (not including inventory purchases) was approximately $37,000 and for the nine months ended September 30, 2022 was approximately $27,000. We have strong short and medium term cash needs. We anticipate that these needs will be satisfied through increased revenues and the issuance of debt or the sale of our securities until such time as our cash flows from operations will satisfy our cash flow needs.

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Our cash, current assets, total assets, current liabilities, and total liabilities as of September 30, 2022 and December 31, 2021, respectively, are as follows:

	September 30,		December 31,		Increase/
	2022		2021		(Decrease)
Cash	$	73,884	$	222,098	$	(148,214)
Total Current Assets	2,041,081			2,313,404	(272,323)
Total Assets	2,779,161			3,029,579	(250,418)
Total Current and Total Liabilities	944,248			558,841	385,406

Our total current assets and total assets decreased during the nine months ended September 30, 2022 primarily as a result of our decrease in cash of $148,214, accounts receivable of $32,585, and inventory of $91,524. Our total current and total liabilities increased by $385,407 during the nine months ended September 30, 2022 primarily because of an increase in accounts payable of $76,799, notes payable of $93,174, convertible debt of $189,000, and derivative liabilities of $246,260, offset in part by a decrease in accrued liabilities of $52,330 and notes payable to related party of $170,000. Our accumulated deficit increased during the nine months ended September 30, 2022 by $1,026,538 to $15,970,158.

In order to repay our obligations in full or in part when due, we will be required to raise significant capital from other sources. There is no assurance, however, that we will be successful in these efforts.

Cash Requirements

Our cash on hand as of September 30, 2022 was $73,884. Based on our current level of revenues and monthly burn rate of approximately $27,000 per month, we will need to continue to fund operations by raising capital from the sale of our stock and debt financings.

Sources and Uses of Cash

Operating Activities

We had net cash used in operating activities of $(241,015) for the nine months ended September 30, 2022, compared to $(942,175) for the nine months ended September 30, 2021. We use our cash for normal business operations. Our net cash used in operating activities for the nine months ended September 30, 2022 consisted of our net loss of $1,026,538 plus primarily our increase in accrued liabilities of $52,330, offset primarily by our warrants issued for services of $402,100, change in fair value on derivative liability of $246,260, increase in inventory of $91,523, and increase in accounts payable of $76,799. Our net cash used in operating activities for the nine months ended September 30, 2021 consisted of our net loss of $2,523,857, plus a decrease in inventory of $115,487, a decrease in accounts receivable of $70,311, and a decrease in accounts payable of $41,678, offset in part by a change in fair value on derivative liability of $1,287,971 and warrants issued for services of $434,836.

Investing Activities

We had $(7,987) in cash flows provided by investing activities for the nine months ended September 30, 2022, compared to $(84,888) for the nine months ended September 30, 2021.

Financing Activities

Our net cash provided by financing activities for the nine months ended September 30, 2022 was $100,788, compared to $1,083,000 for the nine months ended September 30, 2021. Our net cash provided by financing activities consisted of proceeds from the issuance of convertible debt of $445,826, offset by proceeds from the issuance of common stock of $(11,386), payments for repayment of convertible debt of $(256,826), and payments for repayment of notes payable related party of $(170,000).

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ITEM 3Quantitative and Qualitative Disclosures About Market Risk 

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 4Controls and Procedures 

(a)Disclosure Controls and Procedures  

We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of September 30, 2022, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2022, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described in our Annual Report on Internal Control Over Financial Reporting filed in our Annual Report on Form 10-K.

Our principal executive officers do not expect that our disclosure controls or internal controls will prevent all errors and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officers have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

(b)Changes in Internal Control over Financial Reporting 

No change in our system of internal control over financial reporting occurred during the period covered by this report, the three month period ended September 30, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1Legal Proceedings 

We are not a party to or otherwise involved in any legal proceedings.

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

ITEM 1A Risk Factors

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 2Unregistered Sales of Equity Securities and Use of Proceeds 

On June 24, 2022, we entered into a Note Conversion Agreement with Jay Decker whereby Decker converted $17,000 in principal and $31.07 in interest on an outstanding convertible note into 340,621 shares of our common stock at a conversion price of $0.05 per share.

On September 13, 2022, we issued an aggregate of 340,000 shares of our common stock to two parties in exchange for services. The issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, there was no solicitation involved in the offerings, and the parties were either sophisticated or accredited. 

ITEM 3Defaults Upon Senior Securities 

There have been no events which are required to be reported under this Item.

ITEM 4Mine Safety Disclosures 

Not applicable.

ITEM 5Other Information 

None.

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ITEM 6Exhibits 

(a)Exhibits 

Exhibit No.	Name and/or Identification of Exhibit
10.1 (1)	Loan Agreement with Amazon Capital Services, Inc. entered into on October 7, 2022
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1	Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
100.INS	XBRL Instance Document
100.SCH	XBRL Schema Document
100.CAL	XBRL Calculation Linkbase Document
100.DEF	XBRL Definition Linkbase Document
100.LAB	XBRL Labels Linkbase Document
100.PRE	XBRL Presentation Linkbase Document

(1)Incorporated by reference from our Current Report on Form 8-K filed with the Commission on October 12, 2022. 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Healthy Extracts, Inc.
Dated:  November 8, 2022	/s/ Kevin Pitts
	By:Kevin “Duke” Pitts
	Its:President

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EX-31.1

EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

I, Kevin “Duke” Pitts, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Healthy Extracts, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exhibit Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;  

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;  

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 

Dated:November 8, 2022
		/s/ Kevin Pitts
	By:	Kevin “Duke” Pitts
		President

EX-31.2

EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

I, Robert Madden, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Healthy Extracts, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exhibit Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;  

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;  

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 

Dated:November 8, 2022
		/s/ Robert Madden
	By	Robert Madden
		Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Healthy Extracts, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Kevin “Duke” Pitts, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that: 

(1)  The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and 

(2)  Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 

Dated:November 8, 2022
		/s/ Kevin Pitts
	By:	Kevin “Duke” Pitts
		President

A signed original of this written statement required by Section 906 has been provided to Healthy Extracts, Inc., and will be retained by Healthy Extracts, Inc., and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 USC, SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Healthy Extracts, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2022, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Robert Madden, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that: 

(1)  The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and 

(2)  Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 

Dated:November 8, 2022
		/s/ Robert Madden
	By:	Robert Madden
		Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to Healthy Extracts, Inc., and will be retained by Healthy Extracts, Inc., and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 01, 2022
Details
Registrant CIK	0001630176
Fiscal Year End	--12-31
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	000-55572
Entity Registrant Name	Healthy Extracts Inc.
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	47-2594704
Entity Address, Address Line One	7375 Commercial Way
Entity Address, Address Line Two	Suite 125
Entity Address, City or Town	Henderson
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89011
Country Region	720
City Area Code	463
Local Phone Number	1004
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		345,172,442
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash	$ 73,884	$ 222,098
Accounts receivable	100,755	133,340
Inventory	1,866,442	1,957,966
Total current assets	2,041,081	2,313,404
Fixed assets, net of accumulated depreciation of $49,547 and $45,944, respectively	6,050	1,035
Patents/Trademarks	521,881	521,881
Deposit	16,890	0
Goodwill	193,260	193,260
Total other assets	738,080	716,175
TOTAL ASSETS	2,779,161	3,029,579
LIABILITIES
Accounts payable	114,066	37,267
Accrued liabilities	6,934	59,264
Notes payable	93,174	0
Notes payable - related party	866	170,866
Convertible debt, net of discount of $0.00 and $0.00, respectively	360,750	171,750
Convertible debt - related party, net of discount of $0.00 and $0.00, respectively	0	0
Accrued interest payable	29,671	13,050
Accrued interest payable - related party	0	14,118
Derivative liabilities	338,787	92,527
Total current and total liabilities	944,248	558,841
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.001 par value, 75,000,000 shares authorized, none and none shares issued and outstanding, respectively	0	0
Common stock, $0.001 par value, 2,500,000,000 shares authorized, 345,172,442 and 338,887,410 shares issued and outstanding, respectively	345,172	338,384
Additional paid-in capital	17,459,899	17,075,974
Accumulated deficit	(15,970,158)	(14,943,620)
Total stockholders' equity (deficit)	1,834,913	2,470,738
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 2,779,161	$ 3,029,579

XML

CONSOLIDATED BALANCE SHEETS - Parenthetical - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Details
Finite-Lived Intangible Assets, Accumulated Amortization	$ 49,547	$ 45,944
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	75,000,000	75,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	2,500,000,000	2,500,000,000
Common Stock, Shares, Issued	345,172,442	338,887,410
Common Stock, Shares, Outstanding	345,172,442	338,887,410

XML

CONSOLIDATED STATEMENT OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
REVENUE
Gross revenue	$ 573,967	$ 447,986	$ 1,668,105	$ 903,142
Less selling fees	(74,315)	(68,111)	(235,255)	(108,949)
Net revenue	499,653	379,875	1,432,850	794,193
COST OF REVENUE
Cost of goods sold	68,551	72,250	382,038	147,456
Written off inventory	0	0	20,750	0
Total cost of revenue	68,551	72,250	402,788	147,456
GROSS PROFIT	431,102	307,625	1,030,062	646,737
OPERATING EXPENSES
General and administrative	485,568	692,940	1,744,326	1,873,858
Total operating expenses	485,568	692,940	1,744,326	1,873,858
OTHER INCOME (EXPENSE)
Interest expense, net of interest income	(11,336)	(19,242)	(68,657)	(48,598)
Change in fair value on derivative	(104,421)	(307,746)	(246,260)	(1,287,971)
Loss on extinguishment of debt	0	0	0	0
SBA loan forgiveness	0	39,833	0	39,833
Gain on sale of asset	0	0	2,643	0
Total other income (expense)	(115,757)	(287,155)	(312,274)	(1,296,736)
Net gain/(loss) before income tax provision	(170,223)	(672,470)	(1,026,538)	(2,523,857)
NET GAIN/(LOSS)	$ (170,223)	$ (672,470)	$ (1,026,538)	$ (2,523,857)
Loss per share - basic and diluted	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.01)
Weighted average number of shares outstanding - basic and diluted	341,619,198	316,650,804	342,514,810	317,363,964

XML

Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2020	$ 0	$ 308,887	$ 15,501,436	$ (12,956,498)	$ 2,853,826
Shares, Outstanding, Beginning Balance at Dec. 31, 2020	0	308,887,410
Issuance of common stock for cash	$ 0	$ 900	44,100	0	45,000
Issuance of common stock for cash		900,000
Issuance of common stock for cash	0	$ 300	14,700	0	15,000
Issuance of common stock for cash		300,000
Issuance of common stock for cash	0	$ 3,300	161,700	0	165,000
Issuance of common stock for cash		3,300,000
Issuance of common stock for cash	0	$ 0	0	0	0
Issuance of common stock for debt	0	$ 1,200	85,200	0	86,400
Issuance of common stock for debt		1,200,000
Issuance of common stock for services	0	$ 715	50,765	0	51,480
Issuance of common stock for services		715,000
Issuance of common stock for services	0	$ 2,000	142,000	0	144,000
Issuance of common stock for services		2,000,000
Issuance of common stock for services	0	$ 1,000	59,000	0	60,000
Issuance of common stock for services		1,000,000
Issuance of common stock for services	0	$ 1,178	90,778	0	91,956
Issuance of common stock for services		1,177,778
Issuance of common stock for debt	0	$ 1,200	58,800	0	60,000
Issuance of common stock for services	0	$ 3,500	171,500	0	175,000
Issuance of common stock for services		3,500,000
Issuance of common stock for cash	0	$ 2,000	98,000	0	100,000
Issuance of common stock for cash		2,000,000
Issuance of common stock for debt	0	$ 12,204	597,995	0	610,199
Issuance of common stock for debt		12,203,983
Net Gain/(Loss)	0	$ 0	0	(1,987,122)	(1,987,122)
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2021	$ 0	$ 338,384	17,075,974	(14,943,620)	2,470,738
Shares, Outstanding, Ending Balance at Dec. 31, 2021	0	338,384,171
Issuance of common stock for cash	$ 0	$ 508	24,888	0	25,396
Issuance of common stock for cash		507,917
Issuance of common stock for services	0	$ 1,000	63,000	0	64,000
Issuance of common stock for services	0	$ 1,000	56,100	0	57,100
Issuance of common stock for services		1,000,000
Issuance of common stock for services	0	$ 4,400	259,600	0	264,000
Issuance of common stock for services		4,400,000
Issuance of common stock for services	0	$ 340	16,660	0	17,000
Issuance of common stock for services		340,000
Issuance of common stock for services		6,400,000
Net Gain/(Loss)	0	$ 0	0	(1,026,538)	(1,026,538)
Stockholders' Equity Attributable to Parent, Ending Balance at Sep. 30, 2022	$ 0	$ 345,173	17,459,899	(15,970,158)	1,834,913
Shares, Outstanding, Ending Balance at Sep. 30, 2022	0	345,172,442
Cancelation of common stock for debt	$ 0	$ (200)	(9,813)	0	(10,013)
Cancelation of common stock for debt		(200,267)
Cancelation of common stock for debt	0	$ (600)	(43,200)	0	(43,800)
Cancelation of common stock for debt		(600,000)
Issuance of common stock for services		1,000,000
Issuance of common stock-Note Conversion	$ 0	$ 341	$ 16,690	$ 0	$ 17,031
Issuance of common stock-Note Conversion, shares		340,621

XML

Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash Flows from Operating Activities
Net Gain/(Loss)	$ (1,026,538)	$ (2,523,857)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	329	3,825
Warrants issued for services	402,100	434,836
Non-cash compensation	0	0
Change in fair value on derivative liability	246,260	1,287,971
Loss on extinguishment of debt	0	0
Gain on sale of asset	2,643	0
Impairment of goodwill	0	0
Changes in operating assets and liabilities
Accounts receivable	32,585	(70,311)
Inventory	91,523	(115,487)
Accrued interest receivable	0	0
Deposits	(16,890)	0
Accounts payable	76,799	(41,678)
Accounts payable - related party	0	0
Accrued liabilities	(52,330)	44,913
Accrued interest payable	16,621	27,450
Accrued interest payable - related party	(14,118)	10,162
Net Cash used in Operating Activities	(241,015)	(942,175)
Cash Flows from Investing Activities
Purchase of fixed assets	(7,987)	0
Cash received from sale of asset	0	0
Purchase of note receivable	0	0
Trademarks	0	(84,888)
Payments of note receivable	0	0
Cash flows provided by (used in) Investing Activities	(7,987)	(84,888)
Cash Flows from Financing Activities
Purchase of BergaMet	0	0
Purchase of UBN	0	0
Proceeds from issuance of common stock	(11,386)	225,000
Proceeds from issuance of convertible debt	445,826	858,000
Payments for repayment of convertible debt	(256,826)	0
Proceeds from issuance of noted payable	93,174	0
Proceeds from issuance of noted payable - related party	0	0
Payments for repayment of notes payable - related party	(170,000)	0
Net Cash provided by Financing Activities	100,788	1,083,000
Increase (decrease) in cash	(148,214)	55,937
Cash at beginning of period	222,098	59,201
Cash at end of period	$ 73,884	$ 115,138

XML

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

9 Months Ended

Sep. 30, 2022

Notes

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Healthy Extracts Inc. (the “Company”) was incorporated in the State of Nevada on December 19, 2014 as Grey Cloak Tech Inc. On October 23, 2020, we changed our name from Grey Cloak Tech Inc. to Healthy Extracts Inc. to more accurately reflect our business. The Company has acquired BergaMet NA, LLC and Ultimate Brain Nutrients, LLC which market and sell health supplemental products.

XML

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2022

Notes

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2022 and the results of operations and cash flows for the periods presented. The results of operations for the months ending September 30, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s form 10-K for the year ended December 31, 2021 filed with the SEC on April 1, 2022.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash

Cash includes cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.

Accounts Receivables

Accounts receivables are recorded at the invoice amount and do not bear interest.

Inventory

Inventories consist of health supplements held for sale in the ordinary course of business. The Company uses the weighted average cost method to value its inventories at the lower of cost or market. An allowance for inventory was established in 2018 and is evaluated each quarter to determine if all items are still sellable due to expiration dates. As of September 30, 2022 and 2021, the total of inventory which was written off as an inventory allowance was $1,914,891 and $1,543,758.

Property and Equipment

The Company’s property and equipment are recorded at cost and depreciated using the straight-line method over the useful lives of the assets, generally from three to seven years. Upon sale or disposal of property and equipment, the related asset cost and accumulated depreciation or amortization are removed from the respective accounts and any gain or loss is reflected in current operations.

Indefinite-Lived Intangible Assets

Indefinite-lived intangible assets established in connection with business combinations consist of patents, trademarks, and trade names. The impairment test for identifiable indefinite-lived intangible assets consists of a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. With the acquisition of Ultimate Brain Nutrients on April 3, 2020 the Company added a purchasing value of $315,604 in patents to its balance sheet.

As of September 30, 2022, the Company believes that based upon qualitative factors, no impairment of indefinite-lived intangible assets is necessary.

Goodwill

In accordance with Goodwill and Other Intangible Assets, goodwill is defined as the excess of the purchase price over the fair value assigned to individual assets acquired and liabilities assumed and is tested for impairment at the reporting unit level on an annual basis in the Company's fourth fiscal quarter or more frequently if indicators of impairment exist. The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair value of the Company's reporting units with each respective reporting unit's carrying amount, including goodwill. The fair value of reporting units is generally determined using the income approach. If the carrying amount of a reporting unit exceeds the reporting unit's fair value, the second step of the goodwill impairment test is performed to determine the amount of any impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. The Company sees the goodwill to have a ten-year useful life. No goodwill impairment indicators were present, for the goodwill listed on the books as of September 30, 2022, after working through our analysis of goodwill during the months ending September 30, 2022.

The Company has determined that the method applied represents the fair value of the asset group principally because the valuation of the intangibles with the asset group is based on the anticipated cash flows related to the revenue stream from its customers. The asset group excludes goodwill, long term non-operational assets and liabilities and cash. As such, the principal value from the asset group relates to the cash inflows from its customers and the cash outflows required to service these customers. The fair value for the asset group consists of the following:

·Fair value of net revenues: computed using the income approach. The key input to these computations is the anticipated cash inflows from customers. These valuations include 100% of the cash inflows related to the customer base, and taking cash outflows into consideration. 

·Fair value of working capital (including accounts receivable, inventory, accrued expenses, and accounts payables). Due to the short-term nature of the working capital, book value has been determined to be fair value. These accounts represent either avoided future outflows (inventory, prepaids) or future cash flows (accrued expense, AP and AR) related to customer sales. 

·Fair value of five years of revenue (2021 to 2025):  we discounted our cash flows to the anticipated cash projected to be received. We also projected the anticipated cash outflows required to service these customers. If the asset group was to be valued as a whole, we would expect an income approach based on the revenues being generated from the customers and expenses required to service those customers, appropriately adjusted for the working capital position. The sum of these values reasonably approximates this approach. 

The Company’s revenue streams align directly with the intangibles, which were recorded as a result of the BergaMet acquisition in fiscal 2019. For purposes of the Step 2 recoverability test under ASC 360 subsection 2.3., the net revenues from BergaMet customers base were used. The revenue stream fairly reflects anticipated future cash flows; accordingly, the intangibles associated with these revenue streams have been tested with the expected cash flows.

Due to the purchase of Ultimate Brian Nutrients, LLC being a related party transaction and the new division recording no revenue as of June 30, 2020, the Company found the goodwill to be impaired. Due to the impairment the Company expensed the goodwill related to the purchase as of June 30, 2020.

Revenue Recognition

Beginning January 1, 2019, the Company implemented ASC 606, Revenue from Contracts with Customers. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them. These included the development of new policies based on the five-step model provided in the new revenue standard, ongoing contract review requirements, and gathering of information provided for disclosures.

The Company recognizes revenue and cost of goods sold from product sales or services rendered when control of the promised goods are transferred to our clients in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. Our revenue policy includes all sales channels which include the Company website channel or any other selling channel like Amazon, doctors’ offices, and walk-in sales. To achieve this core principle, we apply the following five steps:  identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation.

The Company recognizes revenue and cost of goods sold from each sale upon shipment of the promised goods to the customers.

Concentration

There is no concentration of revenue for the nine months ended September 30, 2021 and for the nine months ended September 30, 2022 because the revenue was earned from multiple customers.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. For the period ending September 30, 2021 and September 30, 2022, the Company did not have any amounts recorded pertaining to uncertain tax positions.

Fair Value Measurements

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

The derivative liability in connection with the conversion feature of the convertible debt, classified as a Level 3 liability, is the only financial liability measure at fair value on a recurring basis.

The change in Level 3 financial instrument is as follows:

Balance, January 1, 2022	$	92,527
Issued during the nine months ended September 30, 2022		328,727
Change in fair value recognized in operations		(3,489)
Converted during the year ended September 30, 2022		(78,978)
Balance, September 30, 2022	$	338,787

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements of five–step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract cost, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The amendments in this ASU are effective for reporting period beginning after December 15, 2016, and early adoption is prohibited. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption.

The Company’s revenues are recognized when control of the promised goods or services is transferred to our clients (upon shipment of goods) in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the Company satisfies a performance obligation.

We adopted ASC 2014-09 on January 1, 2019. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities with them.

Convertible Instruments

The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.

The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on

extinguishment of the two separate accounting liabilities. During the nine months ended September 30, 2021, the Company issued $354,000 of convertible debt with a bifurcated conversion option.

Common Stock Purchase Warrants

The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 815-40 (“Contracts in Entity's Own Equity”). The Company classifies as assets or liabilities any contracts that require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside our control) or give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of common stock purchase warrants and other free-standing derivatives at each reporting date to determine whether a change in classification is required.

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NOTE 3 - GOING CONCERN

9 Months Ended

Sep. 30, 2022

Notes

NOTE 3 - GOING CONCERN

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated minimal revenues from operations. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and incurring startup costs and expenses. As a result, the Company incurred accumulated net losses from Inception (December 19, 2014) through the period ended September 30, 2022 of $15,970,158. Due to our negative cash flow, the Company has substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. In addition, the Company’s development activities since inception have been financially sustained through equity financing. Management plans to keep seeking funding through debt and equity financing which are intended to mitigate the conditions that have raise substantial doubt about the entity’s ability to continue as a going concern.

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NOTE 4 - RELATED PARTY

9 Months Ended

Sep. 30, 2022

Notes

NOTE 4 - RELATED PARTY

NOTE 4 – RELATED PARTY

For the nine months ended September 30, 2022 and 2021, the Company had expenses totaling $1,000 and $48,000 respectively, to an officer and director for salaries, which is included in general and administrative expenses on the accompanying statement of operations. As of September 30, 2022, there was a total of convertible debt of $0.00 and accrued interest payable of $0.00 due to an officer and director, employees, and shareholders.

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NOTE 5 - NOTES PAYABLE

9 Months Ended

Sep. 30, 2022

Notes

NOTE 5 - NOTES PAYABLE

NOTE 5 – NOTES PAYABLE

As of September 30, 2022, the Company had the following:

Unsecured debt with shareholders of the Company, no due date, 0% interest,	866
Unsecured debt, due 2/15/23, 10% interest, default interest at 16%.	93,174
TOTAL	$94,040

As of September 30, 2022, the Company has an outstanding total of $15,447 in interest accrued for the above notes.

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NOTE 6 - CONVERTIBLE DEBT

9 Months Ended

Sep. 30, 2022

Notes

NOTE 6 - CONVERTIBLE DEBT

NOTE 6 – CONVERTIBLE DEBT

As of September 30, 2022, the Company had the following:

Unsecured convertible debt, due 01/19/17, 8% interest, default interest at 18%, converts at a 54% discount to market price based on the lowest trading prices in the last 20 days trading price	6,750
Unsecured convertible debt, due 08/05/23, 10% interest, converts at a market price of $0.05 per share. The proceeds from the sale of the Note were used to satisfy all but $17,000 of our obligations to Jay Decker pursuant to a previously issued promissory note to benefit from terms that our management believes are more favorable to the Company.	154,000
Unsecured convertible debt, due 05/01/23, 12% interest, converts at a market price of $0.05 per share.	200,000
SUBTOTAL	360,750
Less: Discount	-
TOTAL	$360,750

Below represent the Black-Scholes Option Pricing Model calculations for the above convertible note payables:

Payee	Number of options valued	Value of Convertible Option
Unsecured Convertible debt #1	288,159	$    10,060
Unsecured Convertible debt #2	3,181,811	$  149,817
Unsecured Convertible debt #3	4,182,667	$  178,910

As of September 30, 2022, the Company has an outstanding total of $17,560 in accrued interest for the above convertible note.

The convertible promissory notes #1 is in default but management has not been able to make contact with this party, due to them living out of the country. We have calculated the derivative liability as if it is in default (but the note’s default interest rate stays the same at 8%) and will still accrue appropriate interest until the note is fully satisfied or converted into the Company’s common stock.

The Company has determined that the conversion feature embedded in the notes referred to above that contain a potential variable conversion amount constitutes a derivative which has been bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt.

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NOTE 7 - STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2022

Notes

NOTE 7 - STOCKHOLDERS' EQUITY

NOTE 7 – STOCKHOLDERS’ EQUITY

Authorized Stock 

The Company has authorized 75,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote on any matter on which action of the stockholders of the corporation is sought. During February 2017, the Company increased the authorized number of shares to 500,000,000. Also, the Company increased the authorized preferred stock to 75,000,000 shares and designated 25,000,000 shares of preferred stock to Series A Convertible Preferred Stock. During January 2018, the Company increased its authorized number of common shares to 1,000,000,000. During April 2018, the Company increased its authorized number of common shares to 2,500,000,000. The Board of Directors, in the future, has the authority to increase the authorized capital up to 4,000,000,000 shares based on shareholder approval.

The Company effectuated a reverse stock split of 1-for-250 as of July 23, 2018.

On October 16, 2017, the Company filed an Amended and Restated Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of the Series A Convertible Preferred Stock (the “Amended Certificate”) with the Secretary of State of the State of Nevada. The Amended Certificate reduces the number of preferred shares designated as Series A Preferred Stock from 25,000,000 shares to 1,333,334 shares. The Amended Certificate also changes the conversion and voting rights of the Series A Preferred Stock. The Series A Preferred Stock is now convertible into the number of shares of our common stock equal to 0.00006% of our outstanding common stock upon

conversion. The voting rights of the Series A Preferred Stock are now equal to the number of shares of common stock into which the Series A Preferred Stock may convert.

As of September 30, 2022, there are no outstanding shares of preferred stock. All the preferred stock was converted in common stock on February 4, 2019.

Common Share Issuances

During the nine month period ended September 30, 2022, the Company issued 7,588,538 shares of common stock while cancelling a total of 800,267 shares of common stock.

During the third quarter 2022, the Company issued 340,000 shares of common stock for consulting fees along with issuing 340,621 shares of common stock to convert an outstanding note payable to a shareholder.  On May 19, 2022, the Company issued 4,400,000 shares of common stock for broker and consulting fees.  On April 22 and 25, 2022, the Company issued 2,000,000 shares of common stock for broker and funding fees.  On February 4, 2022, the Company issued 507,917 shares of common stock in a direct security purchase agreement.  On January 10, 2022, the Company cancelled 200,267 shares of common stock.  Further, on March 4, 2022, the Company cancelled 600,000 shares of common stock.

During the fourth quarter 2021, the Company issued 3,500,000 shares of common stock for consulting fees. Additionally, the Company raised during the year over $900,000 in direct security purchase agreements which were converted into 15,403,983 shares of the Company’s common stock.  During the third quarter 2021, the Company issued 1,177,778 shares of common stock for advertising and broker fees. On March 18, 2021, the Company raised $340,000 note payable agreement which 1,200,000 shares of the Company’s common stock were issued to the note holder. Additionally, 2,000,000 shares of common stock were issued to a company helping secure the note. Furthermore, 715,000 shares of common stock were issued for marketing services while 1,000,000 shares of common stock were issued for advertising services. During January 2021 the company converted 4,500,000 of securities purchase agreement into common stock shares.

Warrant Issuances

During the year ending December 31, 2021, the Company issued 14,000,000 warrants to 25 parties at a per share price between $0.05 and $0.075.  As of September 30, 2022, there were 14,012,000 warrants outstanding, of which 14,004,000 warrants are fully vested.

Stock Issued for Services

On March 18, 2021, the Company issued 715,000 shares of common stock as the compensation for this agreement. Additionally on March 18, 2021, the Company issued 2,000,000 shares of common stock to a company helping secure the note. During the second and third quarters of 2021, the Company entered into several broker agreements to help raise capital for the Company. 1,177,778 shares of common stock were issued in the third quarter as broker fees. And additional 1,000,000 shares of common stock were issued in the second quarter as advertising fees.

On September 13, 2022, the Company issued 340,000 shares of common stock for consulting fees.  During the period ending June 30, 2022, the Company issued 6,400,000 shares of common stock for broker, consulting, and funding fees.

Share Conversion Agreements

All of the holders of the Company’s Series A Convertible Preferred Stock (the “Preferred Holders”) entered into a Preferred Stock Conversion Agreement. Pursuant to the Conversion Agreements, the Preferred Holders converted their shares of preferred stock into common stock, effective as of the Exchange. As a result, no shares of the Company’s Series A Convertible Preferred Stock are outstanding. An aggregate of 15,592,986 shares of common stock were issued to the Preferred Holders. The Preferred Holders agreed to convert each share of Series A Convertible Preferred Stock into eighteen (18) shares of common stock and agreed to retire a total of 467,057 shares of Series A Convertible Preferred Stock. The Company cancelled the retired shares.

Omnibus Stock Grant and Option Plan

On December 31, 2021, the Company approved stock option agreements in the amount of 7,500,000 shares with a strike price of $0.05 to twenty-one individuals.

Offering Circular

During the first part of the 2021, the Company filed a Regulation A Offering Circular with the U.S. Securities and Exchange Commission. The Offering Circular was qualified during August 2021.

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NOTE 8 - BUSINESS SEGMENT INFORMATION

9 Months Ended

Sep. 30, 2022

Notes

NOTE 8 - BUSINESS SEGMENT INFORMATION

NOTE 8 – BUSINESS SEGMENT INFORMATION

As of September 30, 2022, the Company operated in two reportable segments (Corporate and Health Supplements) supported by a corporate group which conducts activities that are non-segment specific. The following table presents selected financial information about the Company’s reportable segments for the nine months ended September 30, 2022.

	CONSOLIDATED	HEALTH SUPPLEMENTS		CORPORATE
		BergaMet	UBN
Revenue	1,668,105	1,668,105	-	-
Less Selling Fees	(235,255)	(235,255)
Cost of Revenue	382,038	382,038	-	-
Long-lived Assets	732,030	193,260	538,771	-
Gain (Loss) Before Income Tax	(1,026,538)	(83,534)	(313)	(942,691)
Identifiable Assets	1,866,442	1,866,442	-	-
Depreciation and Amortization	329	329	-	-

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NOTE 9 - SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2022

Notes

NOTE 9 - SUBSEQUENT EVENTS

NOTE 9 – SUBSEQUENT EVENTS

COVID-19

On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. The Company is monitoring this closely, and although operations have not been materially affected by the coronavirus outbreak to date, the ultimate severity of the outbreak is uncertain. Further the uncertain nature of its spread globally may impact our business operations resulting from quarantines of employees, customers, and third-party service providers. At this time, the Company is unable to estimate the impact of this event on its operations.

The Company evaluated its September 30, 2022 financial statements for subsequent events through October 12, 2022, the date the financial statements were available to be issued.  The Company received a loan for $200,000 in October 2022.  The term of the loan is 12 months in which the first three months will be interest only payments and the last eight payments will be principal and interest.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation (Policies)

9 Months Ended

Sep. 30, 2022

Policies

Basis of Presentation

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2022 and the results of operations and cash flows for the periods presented. The results of operations for the months ending September 30, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s form 10-K for the year ended December 31, 2021 filed with the SEC on April 1, 2022.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates (Policies)

9 Months Ended

Sep. 30, 2022

Policies

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash (Policies)

9 Months Ended

Sep. 30, 2022

Policies

Cash

Cash

Cash includes cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Accounts Receivables (Policies)

9 Months Ended

Sep. 30, 2022

Policies

Accounts Receivables

Accounts Receivables

Accounts receivables are recorded at the invoice amount and do not bear interest.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Inventory (Policies)

9 Months Ended

Sep. 30, 2022

Policies

Inventory

Inventory

Inventories consist of health supplements held for sale in the ordinary course of business. The Company uses the weighted average cost method to value its inventories at the lower of cost or market. An allowance for inventory was established in 2018 and is evaluated each quarter to determine if all items are still sellable due to expiration dates. As of September 30, 2022 and 2021, the total of inventory which was written off as an inventory allowance was $1,914,891 and $1,543,758.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Property and Equipment (Policies)

9 Months Ended

Sep. 30, 2022

Policies

Property and Equipment

Property and Equipment

The Company’s property and equipment are recorded at cost and depreciated using the straight-line method over the useful lives of the assets, generally from three to seven years. Upon sale or disposal of property and equipment, the related asset cost and accumulated depreciation or amortization are removed from the respective accounts and any gain or loss is reflected in current operations.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Indefinite-Lived Intangible Assets (Policies)

9 Months Ended

Sep. 30, 2022

Policies

Indefinite-Lived Intangible Assets

Indefinite-Lived Intangible Assets

Indefinite-lived intangible assets established in connection with business combinations consist of patents, trademarks, and trade names. The impairment test for identifiable indefinite-lived intangible assets consists of a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. With the acquisition of Ultimate Brain Nutrients on April 3, 2020 the Company added a purchasing value of $315,604 in patents to its balance sheet.

As of September 30, 2022, the Company believes that based upon qualitative factors, no impairment of indefinite-lived intangible assets is necessary.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Goodwill (Policies)

9 Months Ended

Sep. 30, 2022

Policies

Goodwill

Goodwill

In accordance with Goodwill and Other Intangible Assets, goodwill is defined as the excess of the purchase price over the fair value assigned to individual assets acquired and liabilities assumed and is tested for impairment at the reporting unit level on an annual basis in the Company's fourth fiscal quarter or more frequently if indicators of impairment exist. The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair value of the Company's reporting units with each respective reporting unit's carrying amount, including goodwill. The fair value of reporting units is generally determined using the income approach. If the carrying amount of a reporting unit exceeds the reporting unit's fair value, the second step of the goodwill impairment test is performed to determine the amount of any impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. The Company sees the goodwill to have a ten-year useful life. No goodwill impairment indicators were present, for the goodwill listed on the books as of September 30, 2022, after working through our analysis of goodwill during the months ending September 30, 2022.

The Company has determined that the method applied represents the fair value of the asset group principally because the valuation of the intangibles with the asset group is based on the anticipated cash flows related to the revenue stream from its customers. The asset group excludes goodwill, long term non-operational assets and liabilities and cash. As such, the principal value from the asset group relates to the cash inflows from its customers and the cash outflows required to service these customers. The fair value for the asset group consists of the following:

·Fair value of net revenues: computed using the income approach. The key input to these computations is the anticipated cash inflows from customers. These valuations include 100% of the cash inflows related to the customer base, and taking cash outflows into consideration. 

·Fair value of working capital (including accounts receivable, inventory, accrued expenses, and accounts payables). Due to the short-term nature of the working capital, book value has been determined to be fair value. These accounts represent either avoided future outflows (inventory, prepaids) or future cash flows (accrued expense, AP and AR) related to customer sales. 

·Fair value of five years of revenue (2021 to 2025):  we discounted our cash flows to the anticipated cash projected to be received. We also projected the anticipated cash outflows required to service these customers. If the asset group was to be valued as a whole, we would expect an income approach based on the revenues being generated from the customers and expenses required to service those customers, appropriately adjusted for the working capital position. The sum of these values reasonably approximates this approach. 

The Company’s revenue streams align directly with the intangibles, which were recorded as a result of the BergaMet acquisition in fiscal 2019. For purposes of the Step 2 recoverability test under ASC 360 subsection 2.3., the net revenues from BergaMet customers base were used. The revenue stream fairly reflects anticipated future cash flows; accordingly, the intangibles associated with these revenue streams have been tested with the expected cash flows.

Due to the purchase of Ultimate Brian Nutrients, LLC being a related party transaction and the new division recording no revenue as of June 30, 2020, the Company found the goodwill to be impaired. Due to the impairment the Company expensed the goodwill related to the purchase as of June 30, 2020.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Revenue Recognition (Policies)

9 Months Ended

Sep. 30, 2022

Policies

Revenue Recognition

Revenue Recognition

Beginning January 1, 2019, the Company implemented ASC 606, Revenue from Contracts with Customers. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them. These included the development of new policies based on the five-step model provided in the new revenue standard, ongoing contract review requirements, and gathering of information provided for disclosures.

The Company recognizes revenue and cost of goods sold from product sales or services rendered when control of the promised goods are transferred to our clients in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. Our revenue policy includes all sales channels which include the Company website channel or any other selling channel like Amazon, doctors’ offices, and walk-in sales. To achieve this core principle, we apply the following five steps:  identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation.

The Company recognizes revenue and cost of goods sold from each sale upon shipment of the promised goods to the customers.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Concentration (Policies)

9 Months Ended

Sep. 30, 2022

Policies

Concentration

Concentration

There is no concentration of revenue for the nine months ended September 30, 2021 and for the nine months ended September 30, 2022 because the revenue was earned from multiple customers.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies)

9 Months Ended

Sep. 30, 2022

Policies

Income Taxes

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. For the period ending September 30, 2021 and September 30, 2022, the Company did not have any amounts recorded pertaining to uncertain tax positions.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value Measurements (Policies)

9 Months Ended

Sep. 30, 2022

Policies

Fair Value Measurements

Fair Value Measurements

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

The derivative liability in connection with the conversion feature of the convertible debt, classified as a Level 3 liability, is the only financial liability measure at fair value on a recurring basis.

The change in Level 3 financial instrument is as follows:

Balance, January 1, 2022	$	92,527
Issued during the nine months ended September 30, 2022		328,727
Change in fair value recognized in operations		(3,489)
Converted during the year ended September 30, 2022		(78,978)
Balance, September 30, 2022	$	338,787

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recent Accounting Pronouncements (Policies)

9 Months Ended

Sep. 30, 2022

Policies

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements of five–step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract cost, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The amendments in this ASU are effective for reporting period beginning after December 15, 2016, and early adoption is prohibited. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption.

The Company’s revenues are recognized when control of the promised goods or services is transferred to our clients (upon shipment of goods) in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the Company satisfies a performance obligation.

We adopted ASC 2014-09 on January 1, 2019. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities with them.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Convertible Instruments (Policies)

9 Months Ended

Sep. 30, 2022

Policies

Convertible Instruments

Convertible Instruments

The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities”. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption.

The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on

extinguishment of the two separate accounting liabilities. During the nine months ended September 30, 2021, the Company issued $354,000 of convertible debt with a bifurcated conversion option.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Common Stock Purchase Warrants (Policies)

9 Months Ended

Sep. 30, 2022

Policies

Common Stock Purchase Warrants

Common Stock Purchase Warrants

The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 815-40 (“Contracts in Entity's Own Equity”). The Company classifies as assets or liabilities any contracts that require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside our control) or give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of common stock purchase warrants and other free-standing derivatives at each reporting date to determine whether a change in classification is required.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value Measurements: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Tables)

9 Months Ended

Sep. 30, 2022

Tables/Schedules

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

Balance, January 1, 2022	$	92,527
Issued during the nine months ended September 30, 2022		328,727
Change in fair value recognized in operations		(3,489)
Converted during the year ended September 30, 2022		(78,978)
Balance, September 30, 2022	$	338,787

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NOTE 5 - NOTES PAYABLE: Schedule of Debt (Tables)

9 Months Ended

Sep. 30, 2022

Tables/Schedules

Schedule of Debt

Unsecured debt with shareholders of the Company, no due date, 0% interest,	866
Unsecured debt, due 2/15/23, 10% interest, default interest at 16%.	93,174
TOTAL	$94,040

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NOTE 6 - CONVERTIBLE DEBT: Convertible Debt (Tables)

9 Months Ended

Sep. 30, 2022

Tables/Schedules

Convertible Debt

Unsecured convertible debt, due 01/19/17, 8% interest, default interest at 18%, converts at a 54% discount to market price based on the lowest trading prices in the last 20 days trading price	6,750
Unsecured convertible debt, due 08/05/23, 10% interest, converts at a market price of $0.05 per share. The proceeds from the sale of the Note were used to satisfy all but $17,000 of our obligations to Jay Decker pursuant to a previously issued promissory note to benefit from terms that our management believes are more favorable to the Company.	154,000
Unsecured convertible debt, due 05/01/23, 12% interest, converts at a market price of $0.05 per share.	200,000
SUBTOTAL	360,750
Less: Discount	-
TOTAL	$360,750

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NOTE 6 - CONVERTIBLE DEBT: Schedule of Convertible Debt 2 (Tables)

9 Months Ended

Sep. 30, 2022

Tables/Schedules

Schedule of Convertible Debt 2

Payee	Number of options valued	Value of Convertible Option
Unsecured Convertible debt #1	288,159	$    10,060
Unsecured Convertible debt #2	3,181,811	$  149,817
Unsecured Convertible debt #3	4,182,667	$  178,910

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NOTE 8 - BUSINESS SEGMENT INFORMATION: Schedule of Segment Reporting Information, by Segment (Tables)

9 Months Ended

Sep. 30, 2022

Tables/Schedules

Schedule of Segment Reporting Information, by Segment

	CONSOLIDATED	HEALTH SUPPLEMENTS		CORPORATE
		BergaMet	UBN
Revenue	1,668,105	1,668,105	-	-
Less Selling Fees	(235,255)	(235,255)
Cost of Revenue	382,038	382,038	-	-
Long-lived Assets	732,030	193,260	538,771	-
Gain (Loss) Before Income Tax	(1,026,538)	(83,534)	(313)	(942,691)
Identifiable Assets	1,866,442	1,866,442	-	-
Depreciation and Amortization	329	329	-	-

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Inventory (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Details
Inventory Allowances	$ 1,914,891	$ 1,543,758

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Indefinite-Lived Intangible Assets (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Patents/Trademarks	$ 521,881	$ 521,881
Patents
Patents/Trademarks	$ 315,604	$ 315,604

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fair Value Measurements: Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Details
Derivative liabilities	$ 338,787	$ 92,527
Convertible Debt, Issued	328,727
Convertible Debt, Change In Fair Value Recognized In Operations	(3,489)
Convertible Debt, Converted	$ (78,978)

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NOTE 3 - GOING CONCERN (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Details
Accumulated deficit	$ 15,970,158	$ 14,943,620

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NOTE 4 - RELATED PARTY (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Details
Salary and Wage, Excluding Cost of Good and Service Sold	$ 1,000	$ 48,000

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NOTE 5 - NOTES PAYABLE: Schedule of Debt (Details)	Sep. 30, 2022 USD ($)
Due to Related Parties	$ 94,040
Unsecured Debt 1
Debt Instrument, Interest Rate, Effective Percentage	0.00%
Due to Related Parties	$ 866
Unsecured Debt 3
Debt Instrument, Interest Rate, Effective Percentage	10.00%
Unsecured Debt 2
Due to Related Parties	$ 93,174

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NOTE 5 - NOTES PAYABLE (Details)	Sep. 30, 2022 USD ($)
Details
Interest Payable	$ 15,447

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NOTE 6 - CONVERTIBLE DEBT: Convertible Debt (Details)	9 Months Ended
	Sep. 30, 2022 USD ($)
Unsecured Convertible, due 01/19/17
Debt Conversion, Original Debt, Due Date of Debt	Jan. 19, 2017
Debt Instrument, Interest Rate, Effective Percentage	8.00%
Debt Instrument, Interest Rate, Increase (Decrease)	18.00%
Convertible Debt	$ 6,750
SUBTOTAL	$ 6,750
Unsecured Convertible Due 08/05/23
Debt Conversion, Original Debt, Due Date of Debt	Aug. 05, 2023
Debt Instrument, Interest Rate, Effective Percentage	10.00%
Convertible Debt	$ 154,000
SUBTOTAL	$ 154,000
Unsecured Convertible Due 05/01/23
Debt Conversion, Original Debt, Due Date of Debt	May 01, 2023
Debt Instrument, Interest Rate, Effective Percentage	12.00%
Convertible Debt	$ 200,000
SUBTOTAL	200,000
Convertible Debt	360,750
SUBTOTAL	360,750
Debt Instrument, Unamortized Discount	0
TOTAL	$ 360,750

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NOTE 6 - CONVERTIBLE DEBT: Schedule of Convertible Debt 2 (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Derivative liabilities	$ 338,787	$ 92,527
Unsecured Convertible Debt 1
Convertible Debt, Number of Options Valued	288,159
Derivative liabilities	10,060
Unsecured Convertible Debt 2
Convertible Debt, Number of Options Valued	3,181,811
Derivative liabilities	149,817
Unsecured Convertible Debt 3
Convertible Debt, Number of Options Valued	4,182,667
Derivative liabilities	$ 178,910

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NOTE 6 - CONVERTIBLE DEBT (Details)	Sep. 30, 2022 USD ($)
Details
Convertible Debt, Accrued Interest	$ 17,560

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NOTE 7 - STOCKHOLDERS' EQUITY (Details) - $ / shares	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Apr. 30, 2018	Jan. 31, 2018	Oct. 16, 2017	Feb. 28, 2017
Preferred Stock, Shares Authorized	75,000,000		75,000,000				75,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001		$ 0.001
Common Stock, Shares Authorized	2,500,000,000		2,500,000,000	2,500,000,000	1,000,000,000		500,000,000
Preferred Stock, Shares Outstanding	0		0
Warrants Issued		14,000,000
Warrants Outstanding	14,012,000
Warrants Fully Vested	14,004,000
Issuance of common stock-Omnibus Stock Grant and Option Plan		7,500,000
Common Stock
Issuance of common stock for services			715,000
Issuance of common stock for services	1,000,000		2,000,000
Issuance of common stock for services	340,000		1,177,778
Issuance of common stock for services	4,400,000		1,000,000
Issuance of common stock for services	6,400,000		3,500,000
Preferred Stock
Issuance of common stock-Share Conversion Agreements	15,592,986
Issuance of common stock-Share Conversion Agreements, Retired	467,057
Unsecured Debt 1
Stockholders' Equity, Reverse Stock Split	The Company effectuated a reverse stock split of 1-for-250 as of July 23, 2018.
Series A Preferred Stock
Preferred Stock, Shares Authorized						1,333,334	25,000,000

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NOTE 8 - BUSINESS SEGMENT INFORMATION: Schedule of Segment Reporting Information, by Segment (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Gross revenue	$ 573,967	$ 447,986	$ 1,668,105	$ 903,142
Less selling fees	(74,315)	(68,111)	(235,255)	(108,949)
Total cost of revenue	68,551	72,250	402,788	147,456
Net gain/(loss) before income tax provision	(170,223)	$ (672,470)	(1,026,538)	(2,523,857)
Depreciation and amortization			329	$ 3,825
Consolidated
Gross revenue			1,668,105
Less selling fees			(235,255)
Total cost of revenue			382,038
Long-lived Assets	732,030		732,030
Net gain/(loss) before income tax provision			(1,026,538)
Identifiable Assets	1,866,442		1,866,442
Depreciation and amortization			329
BergaMet
Gross revenue			1,668,105
Less selling fees			(235,255)
Total cost of revenue			382,038
Long-lived Assets	193,260		193,260
Net gain/(loss) before income tax provision			(83,534)
Identifiable Assets	1,866,442		1,866,442
Depreciation and amortization			329
UBN
Gross revenue			0
Total cost of revenue			0
Long-lived Assets	538,771		538,771
Net gain/(loss) before income tax provision			(313)
Identifiable Assets	0		0
Depreciation and amortization			0
Corporate Segment
Gross revenue			0
Total cost of revenue			0
Long-lived Assets	0		0
Net gain/(loss) before income tax provision			(942,691)
Identifiable Assets	$ 0		0
Depreciation and amortization			$ 0