SUBSEQUENT EVENTS	9 Months Ended
Sep. 30, 2022
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 17 – SUBSEQUENT EVENTS Exchange Warrants Agreement On October 3, 2022, the Company entered into a Warrant Exchange Agreement (the “Exchange Agreement”) to replace its previously structured warrants with new vanilla warrants. The existing holders of Warrants issued as of February 28, 2022, will purchase an aggregate of 21,238,256 shares of Common Stock. They will exchange the existing warrants for new warrants to purchase twice the number of shares of Common Stock. The new warrants will be exercisable at $0.12 per share for a five-year period from the date of issuance. The existing warrants contained anti-dilution protection which effectively prevented future financings. In consideration of the exchange of warrants, the existing holders will receive an aggregate of $2 million from future financings as well as any penalties and liquidated damages and have certain rights of participation in future financings. Public Offering On October 18, 2022, the Company announced the pricing of its “reasonable best efforts” public offering of 62,500,000 shares of common stock (or common stock equivalents), Series A Warrants to purchase 62,500,000 shares of common stock and Series B Warrant to purchase 62,500,000 shares of common stock at a combined price of $0.12 per share and warrants for aggregate gross proceeds of $7.5 million, before deducting placement agent fees and other offering expenses. The closing of the Offering occurred on October 20, 2022. The Company intends to use the net proceeds from the offering for its pending or potential acquisitions, payment of certain liabilities to existing warrant holders, as well as for working capital purposes and general corporate purposes. Proxy statement On October 20, 2022, the Company filed a Proxy Statement to invite the Company’s Stockholders to the Annual Meeting of Stockholders (the “Annual Meeting”) which will be held on December 2, 2022 and the following proposals will be subject to vote: a) Election of five directors to serve until the next Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified, b) Approval of the Company’s equity incentive plan, c) To cast a non-binding, advisory vote on the frequency with which the Company’s shareholders shall have an advisory say on pay vote on the compensation of the Company’s named executive officers, d) To cast a non-binding, advisory vote to approve the compensation of our named executive officers, e) Approval of the amendment to the Company’s Articles of Incorporation to the change the Company’s name, f) To authorize the Board of Directors to amend the Articles of Incorporation to effect a reverse stock split of the Company’s outstanding common stock at their discretion. Repayment of Convertible Promissory Note On October 21, 2022, the Company paid a total of $590,800 to fully repay the outstanding principal and unpaid interest of the $525,000 Convertible Promissory Note which had been signed on September 17, 2021. LOI to Enter in Co-venture Relationship On October 27, 2022, the Company signed an LOI with a holding company engaged in the development, marketing, manufacturing, acquisition, operation, and sale of a broad spectrum of nutritional and related products to enter into a co-venture relationship pursuant to a definitive distribution agreement to develop commercial opportunities relating to the marketing, distribution, and sale of nutraceutical products on a world-wide basis. This LOI is non-binding and subject to good faith negotiation, preparation, and execution of a Definitive Agreement mutually satisfactory to both Parties. As of November 14, 2022, no binding conditions have been met surrounding this transaction. Filing of S-3/A On November 7, 2022 the Company filed an amended S-3 registration statement which covers the offering, issuance and sales by the Company of up to $50,000,000 in the aggregate of its securities from time to time in one or more offerings and the issuance and sale of up to a maximum aggregate offering price of up to $50,000,000 of the Company’s common stock that may be issued and sold from time to time under a sales agreement with A.G.P. / Alliance Global Partners (the “Sales Agreement”). As of October 28, 2022, there were 84,184,905 shares of Common Stock outstanding, of which 63,893,963 shares were held by non-affiliates. Pursuant to the Rules of the SEC, the 21,297,988 shares, which were registered for sale, represent less than the one-third held by non-affiliates as of October 28, 2022.

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2022

NOTE 17 – SUBSEQUENT EVENTS

Exchange Warrants Agreement

On October 3, 2022, the Company entered into a Warrant Exchange Agreement (the “Exchange Agreement”) to replace its previously structured warrants with new vanilla warrants. The existing holders of Warrants issued as of February 28, 2022, will purchase an aggregate of 21,238,256 shares of Common Stock. They will exchange the existing warrants for new warrants to purchase twice the number of shares of Common Stock. The new warrants will be exercisable at $0.12 per share for a five-year period from the date of issuance. The existing warrants contained anti-dilution protection which effectively prevented future financings. In consideration of the exchange of warrants, the existing holders will receive an aggregate of $2 million from future financings as well as any penalties and liquidated damages and have certain rights of participation in future financings.

Public Offering

On October 18, 2022, the Company announced the pricing of its “reasonable best efforts” public offering of 62,500,000 shares of common stock (or common stock equivalents), Series A Warrants to purchase 62,500,000 shares of common stock and Series B Warrant to purchase 62,500,000 shares of common stock at a combined price of $0.12 per share and warrants for aggregate gross proceeds of $7.5 million, before deducting placement agent fees and other offering expenses. The closing of the Offering occurred on October 20, 2022. The Company intends to use the net proceeds from the offering for its pending or potential acquisitions, payment of certain liabilities to existing warrant holders, as well as for working capital purposes and general corporate purposes.

Proxy statement

On October 20, 2022, the Company filed a Proxy Statement to invite the Company’s Stockholders to the Annual Meeting of Stockholders (the “Annual Meeting”) which will be held on December 2, 2022 and the following proposals will be subject to vote: a) Election of five directors to serve until the next Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified, b) Approval of the Company’s equity incentive plan, c) To cast a non-binding, advisory vote on the frequency with which the Company’s shareholders shall have an advisory say on pay vote on the compensation of the Company’s named executive officers, d) To cast a non-binding, advisory vote to approve the compensation of our named executive officers, e) Approval of the amendment to the Company’s Articles of Incorporation to the change the Company’s name, f) To authorize the Board of Directors to amend the Articles of Incorporation to effect a reverse stock split of the Company’s outstanding common stock at their discretion.

Repayment of Convertible Promissory Note

On October 21, 2022, the Company paid a total of $590,800 to fully repay the outstanding principal and unpaid interest of the $525,000 Convertible Promissory Note which had been signed on September 17, 2021.

LOI to Enter in Co-venture Relationship

On October 27, 2022, the Company signed an LOI with a holding company engaged in the development, marketing, manufacturing, acquisition, operation, and sale of a broad spectrum of nutritional and related products to enter into a co-venture relationship pursuant to a definitive distribution agreement to develop commercial opportunities relating to the marketing, distribution, and sale of nutraceutical products on a world-wide basis. This LOI is non-binding and subject to good faith negotiation, preparation, and execution of a Definitive Agreement mutually satisfactory to both Parties. As of November 14, 2022, no binding conditions have been met surrounding this transaction.

Filing of S-3/A

On November 7, 2022 the Company filed an amended S-3 registration statement which covers the offering, issuance and sales by the Company of up to $50,000,000 in the aggregate of its securities from time to time in one or more offerings and the issuance and sale of up to a maximum aggregate offering price of up to $50,000,000 of the Company’s common stock that may be issued and sold from time to time under a sales agreement with A.G.P. / Alliance Global Partners (the “Sales Agreement”). As of October 28, 2022, there were 84,184,905 shares of Common Stock outstanding, of which 63,893,963 shares were held by non-affiliates. Pursuant to the Rules of the SEC, the 21,297,988 shares, which were registered for sale, represent less than the one-third held by non-affiliates as of October 28, 2022.