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 March 31, 2023

☐ 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 (702) 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	☐	Smaller reporting company	☒
(Do not check if a 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 May 12, 2023, 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	16
	Item 3. Quantitative and Qualitative Disclosure About Market Risks	19
	Item 4. Controls and Procedures	19
PART II – OTHER INFORMATION		20
	Item 1. Legal Proceedings	20
	Item 1A.Risk Factors	20
	Item 2.Unregistered Sales of Equity Securities and Use of Proceeds	20
	Item 3.Defaults Upon Senior Securities	20
	Item 4.Mine Safety Disclosures	20
	Item 5.Other Information	20
	Item 6.Exhibits	21
SIGNATURES		22

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.

1

ITEM 1Financial Statements 

 

HEALTHY EXTRACTS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
		MARCH 31	DECEMBER 31,
		2023	2022
ASSETS
CURRENT ASSETS
Cash		$213,204	$65,651
Accounts receivable		135,398	105,794
Inventory		1,654,206	1,819,128
	Total current assets	2,002,808	1,990,572
Fixed assets, net of accumulated depreciation of $44,709 and $45,474, respectively		4,952	5,501
Patents/Trademarks		521,881	521,881
Deposit		16,890	16,890
Prepaid Acquisition Costs		85,632	53,015
Goodwill		193,260	193,260
	Total other assets	822,614	790,546
TOTAL ASSETS		$2,825,422	$2,781,118
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Accounts payable		$114,485	$91,316
Accrued liabilities		85,871	94,554
Notes payable		487,445	275,370
Notes payable - related party		866	866
Convertible debt, net of discount of $0.00 and $0.00, respectively		595,638	317,284
Convertible debt - related party, net of discount of $0.00 and $0.00, respectively		-	-
Accrued interest payable		39,023	21,387
Accrued interest payable - related party		-	-
Derivative liabilities		186,919	102,011
	Total current and total liabilities	1,510,248	902,788
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, 345,492,442 and 345,172,442 shares issued and outstanding, respectively		345,492	345,172
Additional paid-in capital		17,475,579	17,459,899
Accumulated deficit		(16,505,898)	(15,926,742)
	Total stockholders' equity (deficit)	1,315,174	1,878,330
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$2,825,422	$2,781,118
The accompanying notes are an integral part of these unaudited consolidated financial statements.

2

HEALTHY EXTRACTS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTH ENDING MARCH 31,
(Unaudited)
		FOR THE THREE MONTHS ENDING
		MARCH 31
		2023	2022
REVENUE
Gross revenue		$614,943	$551,654
	Net revenue	614,943	551,654
COST OF REVENUE
Cost of goods sold		320,724	226,949
Written off inventory		16,378	-
	Total cost of revenue	337,102	226,949
GROSS PROFIT		277,841	324,705
OPERATING EXPENSES
General and administrative		683,029	370,357
	Total operating expenses	683,029	370,357
OTHER INCOME (EXPENSE)
Interest expense, net of interest income		(89,060)	(32,957)
Change in fair value on derivative		(84,908)	78,978
Loss on extinguishment of debt		-	-
SBA loan forgiveness		-	-
Gain on sale of asset		-	2,643
	Total other income (expense)	(173,968)	48,664
Net gain/(loss) before income tax provision		(579,157)	3,011
NET GAIN/(LOSS)		$(579,157)	$3,011
Loss per share - basic and diluted		$(0.00)	$0.00
Weighted average number of shares outstanding - basic and diluted		342,514,810	313,764,817
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 MONTHS ENDING MARCH 31, 2023 AND 2022
(Unaudited)
					Additional
	Preferred Stock		Common Stock		Paid-In	Accumulated
	Shares	Amount	Shares	Amount	Capital	Deficit	Total
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	-	-	-	-	-	(983,121)	(983,121)
Balance - December 31, 2022	-	$-	345,172,442	$345,172	17,459,899	$(15,926,742)	$1,878,330
Issuance of common stock for services	-	-	320,000	320	15,680	-	16,000
Net (loss) gain for the period	-	-	-	-	-	(579,157)	(579,157)
Balance - December 31, 2023	-	$-	345,492,442	345,492	17,475,579	(16,505,898)	1,315,174
The accompanying notes are an integral part of these  financial statements.

4

HEALTHY EXTRACTS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
	FOR THE THREE MONTHS
	ENDING
	MARCH 31
	2023	2022
Cash Flows from Operating Activities:
Net Gain/(Loss)	$(579,157)	$3,011
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	549	(768)
Warrants issued for services	16,000	-
Non-cash compensation	-	-
Change in fair value on derivative liability	84,908	(78,978)
Loss on extinguishment of debt	-	-
Gain on sale of asset	-	2,643
Impairment of goodwill	-	-
Changes in operating assets and liabilities:
Accounts receivable	(29,604)	24,169
Inventory	164,922	(50,558)
Accrued interest receivable	-	-
Deposits	-	(16,890)
Accounts payable	23,170	68,153
Accounts payable - related party	-	-
Accrued liabilities	(8,683)	(54,767)
Accrued interest payable	17,636	(7,822)
Accrued interest payable - related party	-	3,400
Net Cash used in Operating Activities	(310,259)	(108,408)
Cash Flows from Investing Activities:
Purchase of fixed assets	(0)	(7,987)
Cash received from sale of asset	-	-
Purchase of note receivable	-	-
Trademarks	-	-
Payments of note receivable	-	-
Cash flows provided by (used in) Investing Activities:	(0)	(7,987)
Cash Flows from Financing Activities:
Purchase of Hyperion/OP&M	(32,617)	-
Proceeds from issuance of common stock	-	(28,417)
Proceeds from issuance of convertible debt	167,819	202,000
Payments for repayment of convertible debt	110,535	(167,000)
Proceeds from issuance of noted payable	136,705	-
Payments for repayment of notes payable	75,370	-
Proceeds from issuance of noted payable - related party	-	(20,000)
Net Cash provided by Financing Activities	457,812	(13,417)
Increase (decrease) in cash	147,553	(129,812)
Cash at beginning of period	65,651	222,098
Cash  at end of period	$213,204	$92,286
The accompanying notes are an integral part of these unaudited consolidated financial statements.

5

HEALTHY EXTRACTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023 and 2022

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 March 31, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the months ending March 31, 2023 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, 2022 filed with the SEC on March 31, 2023.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

In regards to inventory write-offs and allowances, our Company policy is to review all expiration dates for all our products, at a minimum quarterly.  If a product is within twelve months of expiration we will discuss if this amount of product will be sold within those months.  If we have a surplus of product over the twelve month demand, we will write-off the additional amount during the current reporting period.  If we have any damaged or unsellable inventory items, we will automatically write-off those items in the current month report period.

As for revenue adjustments for discounts, allowances and refunds, we treat each of these items differently. When it comes to revenue discounts, we will create the invoice for the product sold which will include any discounts given. These discounts usually happen for a short period of time for sales that we will offer around holidays.  Due to the revenue being recognized once the order has shipped, less any applicable discount, we book this transaction at the net order transaction amount.  In regards to allowances and refunds for revenue adjustments, due to our refund percentage is less than 1% we decided the need for an estimated adjustment for allowances and refunds was not material.  If we do receive any returned orders, we will directly book those orders as refunds the day we receive the call from the customer requesting the refund.  We will book the credit memo at the full value of the customer original order.

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.

6

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 and net realizable value. The components of inventory cost include raw materials, labor, and overhead.  Net realizable value is determined using various assumptions with regard to excess or slow-moving inventories, expiration dates, current and future product demand, production planning, and market conditions.  A change in any of these variables could result in an adjustment to inventory.

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 March 31, 2023 and 2022, the total of inventory which was written off as an inventory allowance was $1,914,891 and $1,914,891.

	MARCH 31,		MARCH 31,
	2023		2022
Inventory
Inventory Classes:
Raw Materials	$	1,313,407	$	1,571,458
Finished Goods		317,493		330,848
Work in process		23,306		106,218
Total inventory		1,654,206		2,008,524

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 March 31, 2023, 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 March 31, 2023, after working through our analysis of goodwill during the months ending March 31, 2023.

7

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 (2022 to 2026):  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

The Company applies Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) topic 606, Revenue from Contracts with Customers (ASC 606).  ASC 606 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes all of the existing revenue recognition guidance.  This standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  ASC 606 requires us to identify distinct performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. When distinct performance obligations exist, the Company allocates the contract transaction price to each distinct performance obligation.  The standalone selling price is used to allocate the transaction price to the separate performance obligations.  The Company recognizes revenue when, or as, the performance obligation is satisfied.

Generally, revenues are recognized at the time of shipment to the customer with the price being fixed and determinable and collectability assured, provided title and risk of loss is transferred to the customer.  Most of our shipping and handling costs are built into the transaction price, but if the customer asks for express shipping, the costs charged to customers are classified as sales, and the shipping and handling costs incurred are included in cost of sales.

The Company’s subsidiary, BergaMet N.A., LLC, recognizes revenue from our main source – e-commerce revenue. Here is a list of all the sales channels which include the Company’s subsidiary website channel or any other selling channel like Amazon, doctors’ offices, and walk-in sales.  All of our customer sales for Healthy Extracts, Inc. and Ultimate Brain Nutrients, LLC are recognized as revenue under the subsidiary of BergaMet N.A., LLC.  All three divisions of the Company sell plant-based nutraceuticals to our end using customers.

The Company evaluates the criteria outlined in ASC 606-10-55, Principal versus Agent Considerations, currently we are the principal and have not engaged an agents at this time.  Currently, we have not recognize any revenues under the agent considerations.

8

Revenue is recognized when, or as, control of a promised merchandise or service is shipped to the customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring title of those products or services and are recorded net of and discounts or allowances.  Shipping costs paid by the customer are included in revenue.  Merchandise sales are fulfilled with inventory held in our warehouse in Henderson, NV. Therefore, the Company’s contracts have a single performance obligation (shipment of product).

If the Company receives a request for refund on a customer obligation, the Company will refund the full cost of the obligation due to our money back guarantee.  

Revenue recognition is evaluated through the following five-step process:

1.identification of the contract with a customer; 

2.identification off the performance obligations in the contract; 

3.determination of the transaction price; 

4.allocation of the transaction price to the performance obligations in the contract; and 

5.recognition of revenue when or as a performance obligation is satisfied. 

These steps are met when an order is received, a price agreed and the product shipped or delivered to that customer.

Concentration

There is no concentration of revenue for the months ended March 31, 2022 and for the months ended March 31, 2023 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 March 31, 2022 and March 31, 2023, the Company did not have any amounts recorded pertaining to uncertain tax positions.

The following is accounting our operating loss carry-forward since our inception:

NOL Carryforward:		Year Total		Balance	Est Tax Benefit
2014 (Estimated Tax Rate 15%)	$	(19,500)	$	(19,500)	(2,925)
2015 (Estimated Tax Rate 15%)		(730,872)		(750,372)	(109,631)
2016 (Estimated Tax Rate 15%)		(3,370,935)		(4,121,307)	(505,640)
2017 (Estimated Tax Rate 15%)		(3,562,075)		(7,683,382)	(534,311)
2018 (Estimated Tax Rate 21%)		(3,329,517)		(11,012,899)	(699,199)
2019 (Estimated Tax Rate 21%)		632,776		(10,380,123)	132,883
2020 (Estimated Tax Rate 21%)		(2,576,375)		(12,956,498)	(541,039)
2021 (Estimated Tax Rate 21%)		(1,987,122)		(14,943,620)	(417,296)
2022 (Estimated Tax Rate 21%)		(983,122)		(15,926,742)	(206,456)
2023 (Estimated Tax Rate 21%)		(579,157)		(16,505,899)	(121,623)
Total of NOL Carryforward				(16,505,899)	(3,005,237)

Most of the net operating loss carry-forward has been created through continuing operations.  In 2020, the Company wrote-off $1.58M due to the goodwill impairment from the purchase of Ultimate Brain Nutrients, LLC.  If we use the highest federal tax rate from 2022 and 2021 of 21% we would have a tax benefit, due to the net operating loss carry-forward of ($2,883,614) and ($2,677,158) respectively.  Due to being a Nevada corporation, we don’t have any state taxes due.  Pursuant to Sec. 172(b)(3) of the Internal Revenue Code, the Company relinquish the entire carryback period with respect to the net operating loss incurred for the tax year ended above, and will have such losses available for carryforward only due to the negative earnings.  All of the above listed carryforward balances will be subject to the carryover limit of 80% to offset future earnings for up to 20 years.

Fair Value Measurements

9

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, 2023	$          102,011
Issued during the months ended March 31, 2023	133,031
Change in fair value recognized in operations	(48,123)
Converted during the months ended March 31, 2023	(0)
Balance, March 31, 2023	$        186,919

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

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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, any discounts, if applicable, 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, if applicable, 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 months ended March 31, 2023, the Company issued $388,888 of convertible debt with a bifurcated conversion option.

The convertible debt which has been issued, was issued as a financial instrument with no floor to the liability.  Due to this fact, for every reporting period we mark each instrument to the current market rate.  We currently use the Black-Scholes option pricing model in order to calculate what the current market rate is for each instrument.  Please see Note 7 for any further information on the value of each convertible debt instrument.

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 March 31, 2023 of $16,505,898. 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 raised substantial doubt about the entity’s ability to continue as a going concern.

NOTE 4 – RELATED PARTY

For the months ended March 31, 2023 and 2022, the Company had expenses totaling $0 and $1,000 respectively, to an officer and director for salaries, which is included in general and administrative expenses on the accompanying statement of operations. As of March 31, 2023, 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 – LEASES

The company leases warehouse facilities under an operating lease that expires in 2025.  Prior to February 4, 2022 the company was leasing a warehouse facility on a month-to-month lease.  The aggregate minimum future non-cancelable lease commitments at March 31, 2023 are as follows:

2023	$   51,169
2024	$   70,883
2025	$     5,926
Total	$ 144,851

Total rent expense for the months ended March 31, 2023 and 2022 was $16,873 and $15,370.

NOTE 6 – NOTES PAYABLE

As of March 31, 2023, the Company had the following:

Unsecured debt with a principal amount of $866 with shareholders of the Company, no due date, 0% interest,	866
Unsecured debt with a principal amount of $330,000, due 8/20/24, 10% interest, Late fee of the greater of $500 or 1% of the amount of the late payment, plus accrued and unpaid interest.	330,000
TOTAL	$    330,866

As of March 31, 2023, the Company has an outstanding total of $14,214 in interest accrued for the above notes.

NOTE 7 – CONVERTIBLE DEBT

As of December 31, 2022, the Company had the following:

Unsecured convertible debt with a principal amount of $6,750, 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 with a principal amount of $200,000, due 05/01/23, 12% interest, converts at a market price of $0.05 per share.	200,000
Unsecured convertible debt with a principal amount of $388,888, due 10/24/23, 0% interest, converts at the election of the holder at means ninety percent (90%) of the lowest VWAP of our common stock for the five (5) consecutive Trading Days immediately preceding the date of the issuance of a Conversion Election.	388,888
SUBTOTAL	595,638
Less: Discount	-
TOTAL	$    595,638

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	373,686	$      8,144
Unsecured Convertible debt #2	4,424,000	$    45,744
Unsecured Convertible debt #3	5,555,540	$  133,031

As of March 31, 2023, the Company has an outstanding total of $21,200 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.

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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 8 – 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 March 31, 2023, 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 months ended March 31, 2023, the Company issued 320,000 shares of common stock.

On March 6, 2023, the Company issued 320,000 shares of common stock for consulting fees.

There were no shares issued during the fourth quarter 2022.  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.

Warrant Issuances

During the month ending March 31, 2022, the Company issued 7,421,544 warrants to 2 parties at a par share price of $0.04716.  On February 2, 2022, the Company issued 2,000,000 warrants to an individual.  As of March 31, 2023, there were 23,421,544 warrants outstanding, of which 20,600,000 warrants are fully vested.

Stock Issued for Services

On March 6, 2023, the Company issued 320,000 shares of common stock for consulting 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

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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.

On December 26, 2022, the Company canceled 12,150,000 stock options with a strike price of $0.05.  On the same date, the Company approved an equity incentive plan.  Under this plan the company approved a total of 15,975,000 of restricted stock units and 36,000,000 of restricted stock awards with a strike price of $0.00 to $0.01 to sixteen 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 9 – BUSINESS SEGMENT INFORMATION

As of March 31, 2023, 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 quarter March 31, 2023.

	CONSOLIDATED	HEALTH SUPPLEMENTS		CORPORATE
		BergaMet	UBN
Revenue	614,943	614,943	-	-
Cost of Revenue	337,102	337,102	-	-
Long-lived Assets	732,030	229,304	502,727	-
Gain (Loss) Before Income Tax	(579,157)	(203,549)	(813)	(374,794)
Identifiable Assets	1,654,206	1,654,206	-	-
Depreciation and Amortization	549	549	-	-

As of March 31, 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 quarter ended March 31, 2022.

	CONSOLIDATED	HEALTH SUPPLEMENTS		CORPORATE
		BergaMet	UBN
Revenue	551,654	551,654	-	-
Cost of Revenue	226,949	226,949	-	-
Long-lived Assets	732,030	229,304	502,727	-
Gain (Loss) Before Income Tax	3,011	(19,171)	(663)	22,846
Identifiable Assets	2,008,524	2,008,524	-	-
Depreciation and Amortization	768	768	-	-

Currently, all of our customers are located in the United States of American and Canada.  Our revenues to our customers are not material to our overall total sales.  Our largest customers, Natural Grocers and Emerson Ecologics, LLC, account for less than 1% of our total sales in the months ending 2023 and 2022.

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NOTE 10 – 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.

On January 13, 2023 the Company entered into definitive agreement to acquire nutraceutical manufacturer, Hyperion, and its digital marketing affiliate, Online Publishing and Marketing.  The total purchase price for the acquisitions will be $1,750,000 in cash, $1,300,000 in the form of secured promissory notes, and $1,250,000 worth of our common stock.

The Company evaluated its March 31, 2023 financial statements for subsequent events through April 14, 2023, the date the financial statements were available to be issued.

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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.

Overview

We are a platform for acquiring, developing, patenting, marketing, and distributing plant-based nutraceuticals. Our products have not been evaluated by the FDA or any similar regulatory body for safety and efficacy. Our proprietary and patented products target select high-growth categories within the multibillion-dollar nutraceuticals market, such as heart, brain and immune health. Our mission is to acquire or create products with health and performance benefits that have mass consumer appeal.

Guided by this mission, our first two acquisitions formed our current operating subsidiaries, Bergamet, which offers nutraceutical heart and immune health products, and UBN, which offers nutraceutical products for brain health. Through published research from outside sources, our Bergamet products have been shown to support heart health, support immune response, and address metabolic syndrome.

Our Financial Condition and Going Concern Issues

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, 2022 and 2021 that includes an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern. From inception (December 19, 2014) through the end of December 31, 2022, we have incurred accumulated net losses of $15,926,742. 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 Months Ended March 31, 2023 and 2022

Introduction

We had revenues of $614,943 for the three months ended March 31, 2023, compared to $551,654 for the three months ended March 31, 2022. Our cost of revenue for the three months ended March 31, 2023 were $337,102, compared to $226,949 for the three months ended March 31, 2022.

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Our operating expenses were $683,029 for the three months ended March 31, 2023, compared to $370,357 for the three months ended March 31, 2022, an increase of $312,672, or 84%. Our operating expenses consisted entirely of general and administrative expenses.

Revenues and Net Operating Loss

Our revenue, operating expenses, net operating loss, and net gain (loss) for the three months ended March 31, 2023 and 2022 were as follows:

		Three Months Ended		Three Months Ended
		March 31,		March 31,
		2023		2022
Revenue	$	614,943	$	551,654
Cost of Revenue		337,102		226,949
Gross Profit		277,841		324,705
Operating expenses:
General and administrative		683,029		370,357
Total operating expenses		683,029		370,357
Other income (expense)
Interest expenses, net of interest income		(89,060)		(32,957)
Change in fair value on derivative		(84,908)		78,978
Loss on extinguishment of debt		-		-
SBA Loan Forgiveness		-		-
Gain on sale of asset		-		2,643
Total other income (expense)		(173,968)		48,664
Net income (loss)	$	(579,157)	$	3,011

Revenues

We had revenues of $614,943 for the three months ended March 31, 2023, compared to $551,654 for the three months ended March 31, 2022, an increase of $63,290, or 11%. Our cost of revenue for the three months ended March 31, 2023 were $337,102, or 55% of revenue, compared to $226,949 for the three months ended March 31, 2022, or 41% of revenue.

Cost of Revenue

Cost of revenue was $337,102 for the three months ended March 31, 2023, compared to $226,949 for the three months ended March 31, 2022, an increase of $110,153, or 49%. Gross profit was $277,841 for the three months ended March 31, 2023, compared to $324,705 for the three months ended March 31, 2022, a decrease of $46,864, or 14%.

Cost of revenue as a percentage of revenues was 55% for the three months ended March 31, 2023, compared to 41% for the three months ended March 31, 2022.

General and Administrative

General and administrative expenses were $683,029 for the three months ended March 31, 2023, compared to $370,357 for the three months ended March 31, 2022. In the three months ended March 31, 2023, general and administrative expenses consisted mainly of advertising of $175,870, consulting fees of $193,405, professional fees of $104,233, and salary and wages of $35,157. In the three months ended March 31, 2022, general and administrative expenses consisted mainly of advertising of $162,329, consulting fees of $97,750, professional fees of $43,870, and salary and wages of $35,489.

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Other Income (Expense)

Other income (expense) was $(173,968) for the three months ended March 31, 2023, compared to $48,664 for the three months ended March 31, 2022, a decrease of $222,632, or 457%. In the three months ended March 31, 2023, other income (expense) consisted of interest expenses, net of interest income of $(89,060) and change in fair value on derivative of $(84,908). In the three months ended March 31, 2022, other income (expense) consisted of interest expense, net of interest income of $(32,957) and change in fair value on derivative of $78,978. 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 ($579,157) and $3,011, or $0.00 and $0.00 per share, for the three months ended March 31, 2023 and 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 months ended March 31, 2023, we were unable to generate sufficient revenues and had negative operating cash flows. Our cash on hand as of December 31, 2022 was $65,651, and as of March 31, 2023 was $213,204. The increase in cash on hand was primarily from our net cash provided by financing activities of $457,812, offset in part by our net cash used in operating activities of $(310,259). Our monthly cash flow burn rate for the three months ended March 31, 2023 was approximately $26,000. 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.

Our cash, current assets, total assets, current liabilities, and total liabilities as of March 31, 2023 and December 31, 2022, respectively, are as follows:

	March 31,		December 31,		Increase/
	2023		2022		(Decrease)
Cash	$	213,204	$	65,651	$	147,553
Total Current Assets	2,002,808			1,990.572	12,235
Total Assets	2,825,422			2,781,118	44,304
Total Current and Total Liabilities	1,510,248			902,788	607,460

Our total current assets and total assets increased during the three months ended March 31, 2023 primarily as a result of our increase in cash of $147,553 and prepaid acquisition costs of $32,617, offset by our decrease in inventory of $164,922. Our accumulated deficit increased during the three months ended March 31, 2023 by $579,157 to $16,505,898.

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 March 31, 2023 was $213,204. Based on our current level of revenues and monthly burn rate of approximately $26,000 per month, we will need to continue to fund operations by raising capital from the sale of our stock and debt financings.

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Sources and Uses of Cash

Operating Activities

We had net cash used in operating activities of $(310,259) for the three months ended March 31, 2023, compared to $(108,408) for the three months ended March 31, 2022. We use our cash for normal business operations. Our net cash used in operating activities for the three months ended March 31, 2023 consisted of our net loss of $579,157 plus our decrease in accounts receivable of $29,604, offset by our increase in inventory of $164,922, change in fair value on derivative liability of $84,908, and increase in accounts payable of $23,170. Our net cash used in operating activities for the three months ended March 31, 2022 consisted of our net gain of $3,011 plus our increase in accounts payable of $68,153, offset by our change in fair value on derivative liability of $(78,978), decrease in accrue liabilities of $(54,767), and decrease in inventory of $(50,558).

Investing Activities

We had zero cash flows provided by investing activities for the three months ended March 31, 2023, compared to $(7,987) for the three months ended March 31, 2023.

Financing Activities

Our net cash provided by financing activities for the three months ended March 31, 2023 was $457,812, compared to $(13,417) for the three months ended March 31, 2022. Our net cash provided by financing activities consisted of proceeds from the issuance of convertible debt of $167,819, proceeds from issuance of note payable of $136,705, payments for repayment of convertible debt of $110,535, and payments for repayment of notes payable of $75,370, offset by expenses for the purchase of Hyperion and OP&M of $(32,617).

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 March 31, 2023, 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 March 31, 2023, 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.

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(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 March 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1Legal Proceedings 

There are no updates to the disclosure of legal proceedings in our Annual Report on Form 10-K.

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 1ARisk 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 

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

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
3.1 (1)	Articles of Incorporation of Grey Cloak Tech Inc.
3.2 (2)	Certificate of Amendment of Articles of Incorporation
3.3 (1)	Bylaws of Grey Cloak Tech Inc.
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 Registration Statement on Form S-1 dated and filed with the Commission on March 6, 2015.
(2)	Incorporated by reference from our Annual Report on Form 10-K dated and filed with the Commission on February 19, 2021.

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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:  May 15, 2023	/s/ Kevin “Duke” 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:May 15, 2023
		/s/ Kevin “Duke” 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:May 15, 2023
		/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 March 31, 2023, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Kevin “Duke” Pitts, President 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:May 15, 2023
		/s/ Kevin “Duke” 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 March 31, 2023, 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:May 15, 2023
		/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	3 Months Ended
	Mar. 31, 2023	May 12, 2023
Details
Registrant CIK	0001630176
Fiscal Year End	--12-31
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
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
City Area Code	702
Local Phone Number	463-1004
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	2023
Document Fiscal Period Focus	Q1

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash	$ 213,204	$ 65,651
Accounts receivable	135,398	105,794
Inventory	1,654,206	1,819,128
Total current assets	2,002,808	1,990,572
Fixed assets, net of accumulated depreciation of $44,709 and $45,474, respectively	4,952	5,501
Patents/Trademarks	521,881	521,881
Deposit	16,890	16,890
Prepaid Acquisition Costs	85,632	53,015
Goodwill	193,260	193,260
Total other assets	822,614	790,546
TOTAL ASSETS	2,825,422	2,781,118
LIABILITIES
Accounts payable	114,485	91,316
Accrued liabilities	85,871	94,554
Notes payable	487,445	275,370
Notes payable - related party	866	866
Convertible debt, net of discount of $0.00 and $0.00, respectively	595,638	317,284
Convertible debt - related party, net of discount of $0.00 and $0.00, respectively	0	0
Accrued interest payable	39,023	21,387
Accrued interest payable - related party	0	0
Derivative liabilities	186,919	102,011
Total current and total liabilities	1,510,248	902,788
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, 345,492,442 and 345,172,442 shares issued and outstanding, respectively	345,492	345,172
Additional paid-in capital	17,475,579	17,459,899
Accumulated deficit	(16,505,898)	(15,926,742)
Total stockholders' equity (deficit)	1,315,174	1,878,330
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 2,825,422	$ 2,781,118

XML

CONSOLIDATED BALANCE SHEETS - Parenthetical - USD ($)	Mar. 31, 2023	Dec. 31, 2022
CONSOLIDATED BALANCE SHEETS
Finite-Lived Intangible Assets, Accumulated Amortization	$ 44,709	$ 45,474
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	345,492,442	345,172,442
Common Stock, Shares, Outstanding	345,492,442	345,172,442

XML

CONSOLIDATED STATEMENT OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
REVENUE
Gross revenue	$ 614,943	$ 551,654
Net revenue	614,943	551,654
COST OF REVENUE
Cost of goods sold	320,724	226,949
Written off inventory	16,378	0
Total cost of revenue	337,102	226,949
GROSS PROFIT	277,841	324,705
OPERATING EXPENSES
General and administrative	683,029	370,357
Total operating expenses	683,029	370,357
OTHER INCOME (EXPENSE)
Interest expense, net of interest income	(89,060)	(32,957)
Change in fair value on derivative	(84,908)	78,978
Loss on extinguishment of debt	0	0
SBA loan forgiveness	0	0
Gain on sale of asset	0	2,643
Total other income (expense)	(173,968)	48,664
Net gain/(loss) before income tax provision	(579,157)	3,011
NET GAIN/(LOSS)	$ (579,157)	$ 3,011
Loss per share - basic and diluted	$ (0.00)	$ 0.00
Weighted average number of shares outstanding - basic and diluted	342,514,810	313,764,817

XML

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Equity, Attributable to Parent, Beginning Balance at Dec. 31, 2021	$ 0	$ 338,384	$ 17,075,974	$ (14,943,620)	$ 2,470,738
Shares, Outstanding, Beginning Balance at Dec. 31, 2021	0	338,384,171
Cancelation of common stock for debt	$ 0	$ (200)	(9,813)	0	(10,013)
Cancelation of common stock for debt		(200,267)
Issuance of common stock for cash	0	$ 508	24,888	0	25,396
Issuance of common stock for cash		507,917
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	0	$ 1,000	63,000	0	64,000
Issuance of common stock for services		1,000,000
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-Note Conversion	0	$ 341	16,690	0	17,031
Issuance of common stock-Note Conversion, shares		340,621
Issuance of common stock for services	0	$ 340	16,660	0	17,000
Issuance of common stock for services		340,000
Net Gain/(Loss)	0	$ 0	0	(983,121)	(983,121)
Equity, Attributable to Parent, Ending Balance at Dec. 31, 2022	$ 0	$ 345,172	17,459,899	(15,926,742)	1,878,330
Shares, Outstanding, Ending Balance at Dec. 31, 2022	0	345,172,442
Cancelation of common stock for debt		(200,267)
Issuance of common stock for cash		507,917
Cancelation of common stock for debt		(600,000)
Issuance of common stock for services	$ 0	$ 320	15,680	0	16,000
Issuance of common stock for services		320,000
Issuance of common stock for services		4,400,000
Issuance of common stock-Note Conversion, shares		340,621
Issuance of common stock for services		340,000
Net Gain/(Loss)	0	$ 0	0	(579,157)	(579,157)
Equity, Attributable to Parent, Ending Balance at Mar. 31, 2023	$ 0	$ 345,492	$ 17,475,579	$ (16,505,898)	$ 1,315,174
Shares, Outstanding, Ending Balance at Mar. 31, 2023	0	345,492,442

XML

CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Cash Flows from Operating Activities
Net Gain/(Loss)	$ (579,157)	$ 3,011	$ (983,121)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	549	(768)
Warrants issued for services	16,000	0
Non-cash compensation	0	0
Change in fair value on derivative liability	84,908	(78,978)
Loss on extinguishment of debt	0	0
Gain on sale of asset	0	2,643
Impairment of goodwill	0	0
Changes in operating assets and liabilities
Accounts receivable	(29,604)	24,169
Inventory	164,922	(50,558)
Accrued interest receivable	0	0
Deposits	0	(16,890)
Accounts payable	23,170	68,153
Accounts payable - related party	0	0
Accrued liabilities	(8,683)	(54,767)
Accrued interest payable	17,636	(7,822)
Accrued interest payable - related party	0	3,400
Net Cash used in Operating Activities	(310,259)	(108,408)
Cash Flows from Investing Activities
Purchase of fixed assets	0	(7,987)
Cash received from sale of asset	0	0
Purchase of note receivable	0	0
Trademarks	0	0
Payments of note receivable	0	0
Cash flows provided by (used in) Investing Activities	0	(7,987)
Cash Flows from Financing Activities
Purchase of Hyperion/OP&M	(32,617)	0
Proceeds from issuance of common stock	0	(28,417)
Proceeds from issuance of convertible debt	167,819	202,000
Payments for repayment of convertible debt	110,535	(167,000)
Proceeds from issuance of noted payable	136,705	0
Payments for repayment of notes payable	75,370	0
Proceeds from issuance of noted payable - related party	0	(20,000)
Net Cash provided by Financing Activities	457,812	(13,417)
Increase (decrease) in cash	147,553	(129,812)
Cash at beginning of period	65,651	222,098	222,098
Cash at end of period	$ 213,204	$ 92,286	$ 65,651

XML

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

3 Months Ended

Mar. 31, 2023

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

3 Months Ended

Mar. 31, 2023

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 March 31, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the months ending March 31, 2023 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, 2022 filed with the SEC on March 31, 2023.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

In regards to inventory write-offs and allowances, our Company policy is to review all expiration dates for all our products, at a minimum quarterly.  If a product is within twelve months of expiration we will discuss if this amount of product will be sold within those months.  If we have a surplus of product over the twelve month demand, we will write-off the additional amount during the current reporting period.  If we have any damaged or unsellable inventory items, we will automatically write-off those items in the current month report period.

As for revenue adjustments for discounts, allowances and refunds, we treat each of these items differently. When it comes to revenue discounts, we will create the invoice for the product sold which will include any discounts given. These discounts usually happen for a short period of time for sales that we will offer around holidays.  Due to the revenue being recognized once the order has shipped, less any applicable discount, we book this transaction at the net order transaction amount.  In regards to allowances and refunds for revenue adjustments, due to our refund percentage is less than 1% we decided the need for an estimated adjustment for allowances and refunds was not material.  If we do receive any returned orders, we will directly book those orders as refunds the day we receive the call from the customer requesting the refund.  We will book the credit memo at the full value of the customer original order.

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 and net realizable value. The components of inventory cost include raw materials, labor, and overhead.  Net realizable value is determined using various assumptions with regard to excess or slow-moving inventories, expiration dates, current and future product demand, production planning, and market conditions.  A change in any of these variables could result in an adjustment to inventory.

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 March 31, 2023 and 2022, the total of inventory which was written off as an inventory allowance was $1,914,891 and $1,914,891.

	MARCH 31,		MARCH 31,
	2023		2022
Inventory
Inventory Classes:
Raw Materials	$	1,313,407	$	1,571,458
Finished Goods		317,493		330,848
Work in process		23,306		106,218
Total inventory		1,654,206		2,008,524

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 March 31, 2023, 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 March 31, 2023, after working through our analysis of goodwill during the months ending March 31, 2023.

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 (2022 to 2026):  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

The Company applies Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) topic 606, Revenue from Contracts with Customers (ASC 606).  ASC 606 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes all of the existing revenue recognition guidance.  This standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  ASC 606 requires us to identify distinct performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. When distinct performance obligations exist, the Company allocates the contract transaction price to each distinct performance obligation.  The standalone selling price is used to allocate the transaction price to the separate performance obligations.  The Company recognizes revenue when, or as, the performance obligation is satisfied.

Generally, revenues are recognized at the time of shipment to the customer with the price being fixed and determinable and collectability assured, provided title and risk of loss is transferred to the customer.  Most of our shipping and handling costs are built into the transaction price, but if the customer asks for express shipping, the costs charged to customers are classified as sales, and the shipping and handling costs incurred are included in cost of sales.

The Company’s subsidiary, BergaMet N.A., LLC, recognizes revenue from our main source – e-commerce revenue. Here is a list of all the sales channels which include the Company’s subsidiary website channel or any other selling channel like Amazon, doctors’ offices, and walk-in sales.  All of our customer sales for Healthy Extracts, Inc. and Ultimate Brain Nutrients, LLC are recognized as revenue under the subsidiary of BergaMet N.A., LLC.  All three divisions of the Company sell plant-based nutraceuticals to our end using customers.

The Company evaluates the criteria outlined in ASC 606-10-55, Principal versus Agent Considerations, currently we are the principal and have not engaged an agents at this time.  Currently, we have not recognize any revenues under the agent considerations.

Revenue is recognized when, or as, control of a promised merchandise or service is shipped to the customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring title of those products or services and are recorded net of and discounts or allowances.  Shipping costs paid by the customer are included in revenue.  Merchandise sales are fulfilled with inventory held in our warehouse in Henderson, NV. Therefore, the Company’s contracts have a single performance obligation (shipment of product).

If the Company receives a request for refund on a customer obligation, the Company will refund the full cost of the obligation due to our money back guarantee.  

Revenue recognition is evaluated through the following five-step process:

1.identification of the contract with a customer; 

2.identification off the performance obligations in the contract; 

3.determination of the transaction price; 

4.allocation of the transaction price to the performance obligations in the contract; and 

5.recognition of revenue when or as a performance obligation is satisfied. 

These steps are met when an order is received, a price agreed and the product shipped or delivered to that customer.

Concentration

There is no concentration of revenue for the months ended March 31, 2022 and for the months ended March 31, 2023 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 March 31, 2022 and March 31, 2023, the Company did not have any amounts recorded pertaining to uncertain tax positions.

The following is accounting our operating loss carry-forward since our inception:

NOL Carryforward:		Year Total		Balance	Est Tax Benefit
2014 (Estimated Tax Rate 15%)	$	(19,500)	$	(19,500)	(2,925)
2015 (Estimated Tax Rate 15%)		(730,872)		(750,372)	(109,631)
2016 (Estimated Tax Rate 15%)		(3,370,935)		(4,121,307)	(505,640)
2017 (Estimated Tax Rate 15%)		(3,562,075)		(7,683,382)	(534,311)
2018 (Estimated Tax Rate 21%)		(3,329,517)		(11,012,899)	(699,199)
2019 (Estimated Tax Rate 21%)		632,776		(10,380,123)	132,883
2020 (Estimated Tax Rate 21%)		(2,576,375)		(12,956,498)	(541,039)
2021 (Estimated Tax Rate 21%)		(1,987,122)		(14,943,620)	(417,296)
2022 (Estimated Tax Rate 21%)		(983,122)		(15,926,742)	(206,456)
2023 (Estimated Tax Rate 21%)		(579,157)		(16,505,899)	(121,623)
Total of NOL Carryforward				(16,505,899)	(3,005,237)

Most of the net operating loss carry-forward has been created through continuing operations.  In 2020, the Company wrote-off $1.58M due to the goodwill impairment from the purchase of Ultimate Brain Nutrients, LLC.  If we use the highest federal tax rate from 2022 and 2021 of 21% we would have a tax benefit, due to the net operating loss carry-forward of ($2,883,614) and ($2,677,158) respectively.  Due to being a Nevada corporation, we don’t have any state taxes due.  Pursuant to Sec. 172(b)(3) of the Internal Revenue Code, the Company relinquish the entire carryback period with respect to the net operating loss incurred for the tax year ended above, and will have such losses available for carryforward only due to the negative earnings.  All of the above listed carryforward balances will be subject to the carryover limit of 80% to offset future earnings for up to 20 years.

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, 2023	$          102,011
Issued during the months ended March 31, 2023	133,031
Change in fair value recognized in operations	(48,123)
Converted during the months ended March 31, 2023	(0)
Balance, March 31, 2023	$        186,919

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, any discounts, if applicable, 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, if applicable, 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 months ended March 31, 2023, the Company issued $388,888 of convertible debt with a bifurcated conversion option.

The convertible debt which has been issued, was issued as a financial instrument with no floor to the liability.  Due to this fact, for every reporting period we mark each instrument to the current market rate.  We currently use the Black-Scholes option pricing model in order to calculate what the current market rate is for each instrument.  Please see Note 7 for any further information on the value of each convertible debt instrument.

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

3 Months Ended

Mar. 31, 2023

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 March 31, 2023 of $16,505,898. 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 raised substantial doubt about the entity’s ability to continue as a going concern.

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NOTE 4 - RELATED PARTY

3 Months Ended

Mar. 31, 2023

Notes

NOTE 4 - RELATED PARTY

NOTE 4 – RELATED PARTY

For the months ended March 31, 2023 and 2022, the Company had expenses totaling $0 and $1,000 respectively, to an officer and director for salaries, which is included in general and administrative expenses on the accompanying statement of operations. As of March 31, 2023, 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 - LEASES

3 Months Ended

Mar. 31, 2023

Notes

NOTE 5 - LEASES

NOTE 5 – LEASES

The company leases warehouse facilities under an operating lease that expires in 2025.  Prior to February 4, 2022 the company was leasing a warehouse facility on a month-to-month lease.  The aggregate minimum future non-cancelable lease commitments at March 31, 2023 are as follows:

2023	$   51,169
2024	$   70,883
2025	$     5,926
Total	$ 144,851

Total rent expense for the months ended March 31, 2023 and 2022 was $16,873 and $15,370.

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NOTE 6 - NOTES PAYABLE

3 Months Ended

Mar. 31, 2023

Notes

NOTE 6 - NOTES PAYABLE

NOTE 6 – NOTES PAYABLE

As of March 31, 2023, the Company had the following:

Unsecured debt with a principal amount of $866 with shareholders of the Company, no due date, 0% interest,	866
Unsecured debt with a principal amount of $330,000, due 8/20/24, 10% interest, Late fee of the greater of $500 or 1% of the amount of the late payment, plus accrued and unpaid interest.	330,000
TOTAL	$    330,866

As of March 31, 2023, the Company has an outstanding total of $14,214 in interest accrued for the above notes.

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NOTE 7 - CONVERTIBLE DEBT

3 Months Ended

Mar. 31, 2023

Notes

NOTE 7 - CONVERTIBLE DEBT

NOTE 7 – CONVERTIBLE DEBT

As of December 31, 2022, the Company had the following:

Unsecured convertible debt with a principal amount of $6,750, 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 with a principal amount of $200,000, due 05/01/23, 12% interest, converts at a market price of $0.05 per share.	200,000
Unsecured convertible debt with a principal amount of $388,888, due 10/24/23, 0% interest, converts at the election of the holder at means ninety percent (90%) of the lowest VWAP of our common stock for the five (5) consecutive Trading Days immediately preceding the date of the issuance of a Conversion Election.	388,888
SUBTOTAL	595,638
Less: Discount	-
TOTAL	$    595,638

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	373,686	$      8,144
Unsecured Convertible debt #2	4,424,000	$    45,744
Unsecured Convertible debt #3	5,555,540	$  133,031

As of March 31, 2023, the Company has an outstanding total of $21,200 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 8 - STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2023

Notes

NOTE 8 - STOCKHOLDERS' EQUITY

NOTE 8 – 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 March 31, 2023, 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 months ended March 31, 2023, the Company issued 320,000 shares of common stock.

On March 6, 2023, the Company issued 320,000 shares of common stock for consulting fees.

There were no shares issued during the fourth quarter 2022.  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.

Warrant Issuances

During the month ending March 31, 2022, the Company issued 7,421,544 warrants to 2 parties at a par share price of $0.04716.  On February 2, 2022, the Company issued 2,000,000 warrants to an individual.  As of March 31, 2023, there were 23,421,544 warrants outstanding, of which 20,600,000 warrants are fully vested.

Stock Issued for Services

On March 6, 2023, the Company issued 320,000 shares of common stock for consulting 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.

On December 26, 2022, the Company canceled 12,150,000 stock options with a strike price of $0.05.  On the same date, the Company approved an equity incentive plan.  Under this plan the company approved a total of 15,975,000 of restricted stock units and 36,000,000 of restricted stock awards with a strike price of $0.00 to $0.01 to sixteen 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

3 Months Ended

Mar. 31, 2023

Notes

NOTE 8 - BUSINESS SEGMENT INFORMATION

NOTE 9 – BUSINESS SEGMENT INFORMATION

As of March 31, 2023, 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 quarter March 31, 2023.

	CONSOLIDATED	HEALTH SUPPLEMENTS		CORPORATE
		BergaMet	UBN
Revenue	614,943	614,943	-	-
Cost of Revenue	337,102	337,102	-	-
Long-lived Assets	732,030	229,304	502,727	-
Gain (Loss) Before Income Tax	(579,157)	(203,549)	(813)	(374,794)
Identifiable Assets	1,654,206	1,654,206	-	-
Depreciation and Amortization	549	549	-	-

As of March 31, 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 quarter ended March 31, 2022.

	CONSOLIDATED	HEALTH SUPPLEMENTS		CORPORATE
		BergaMet	UBN
Revenue	551,654	551,654	-	-
Cost of Revenue	226,949	226,949	-	-
Long-lived Assets	732,030	229,304	502,727	-
Gain (Loss) Before Income Tax	3,011	(19,171)	(663)	22,846
Identifiable Assets	2,008,524	2,008,524	-	-
Depreciation and Amortization	768	768	-	-

Currently, all of our customers are located in the United States of American and Canada.  Our revenues to our customers are not material to our overall total sales.  Our largest customers, Natural Grocers and Emerson Ecologics, LLC, account for less than 1% of our total sales in the months ending 2023 and 2022.

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NOTE 10 - SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2023

Notes

NOTE 10 - SUBSEQUENT EVENTS

NOTE 10 – 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.

On January 13, 2023 the Company entered into definitive agreement to acquire nutraceutical manufacturer, Hyperion, and its digital marketing affiliate, Online Publishing and Marketing.  The total purchase price for the acquisitions will be $1,750,000 in cash, $1,300,000 in the form of secured promissory notes, and $1,250,000 worth of our common stock.

The Company evaluated its March 31, 2023 financial statements for subsequent events through April 14, 2023, the date the financial statements were available to be issued.

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

3 Months Ended

Mar. 31, 2023

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 March 31, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the months ending March 31, 2023 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, 2022 filed with the SEC on March 31, 2023.

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

3 Months Ended

Mar. 31, 2023

Policies

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

In regards to inventory write-offs and allowances, our Company policy is to review all expiration dates for all our products, at a minimum quarterly.  If a product is within twelve months of expiration we will discuss if this amount of product will be sold within those months.  If we have a surplus of product over the twelve month demand, we will write-off the additional amount during the current reporting period.  If we have any damaged or unsellable inventory items, we will automatically write-off those items in the current month report period.

As for revenue adjustments for discounts, allowances and refunds, we treat each of these items differently. When it comes to revenue discounts, we will create the invoice for the product sold which will include any discounts given. These discounts usually happen for a short period of time for sales that we will offer around holidays.  Due to the revenue being recognized once the order has shipped, less any applicable discount, we book this transaction at the net order transaction amount.  In regards to allowances and refunds for revenue adjustments, due to our refund percentage is less than 1% we decided the need for an estimated adjustment for allowances and refunds was not material.  If we do receive any returned orders, we will directly book those orders as refunds the day we receive the call from the customer requesting the refund.  We will book the credit memo at the full value of the customer original order.

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

3 Months Ended

Mar. 31, 2023

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)

3 Months Ended

Mar. 31, 2023

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)

3 Months Ended

Mar. 31, 2023

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 and net realizable value. The components of inventory cost include raw materials, labor, and overhead.  Net realizable value is determined using various assumptions with regard to excess or slow-moving inventories, expiration dates, current and future product demand, production planning, and market conditions.  A change in any of these variables could result in an adjustment to inventory.

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 March 31, 2023 and 2022, the total of inventory which was written off as an inventory allowance was $1,914,891 and $1,914,891.

	MARCH 31,		MARCH 31,
	2023		2022
Inventory
Inventory Classes:
Raw Materials	$	1,313,407	$	1,571,458
Finished Goods		317,493		330,848
Work in process		23,306		106,218
Total inventory		1,654,206		2,008,524

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

3 Months Ended

Mar. 31, 2023

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)

3 Months Ended

Mar. 31, 2023

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 March 31, 2023, 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)

3 Months Ended

Mar. 31, 2023

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 March 31, 2023, after working through our analysis of goodwill during the months ending March 31, 2023.

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 (2022 to 2026):  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)

3 Months Ended

Mar. 31, 2023

Policies

Revenue Recognition

Revenue Recognition

The Company applies Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) topic 606, Revenue from Contracts with Customers (ASC 606).  ASC 606 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes all of the existing revenue recognition guidance.  This standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  ASC 606 requires us to identify distinct performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. When distinct performance obligations exist, the Company allocates the contract transaction price to each distinct performance obligation.  The standalone selling price is used to allocate the transaction price to the separate performance obligations.  The Company recognizes revenue when, or as, the performance obligation is satisfied.

Generally, revenues are recognized at the time of shipment to the customer with the price being fixed and determinable and collectability assured, provided title and risk of loss is transferred to the customer.  Most of our shipping and handling costs are built into the transaction price, but if the customer asks for express shipping, the costs charged to customers are classified as sales, and the shipping and handling costs incurred are included in cost of sales.

The Company’s subsidiary, BergaMet N.A., LLC, recognizes revenue from our main source – e-commerce revenue. Here is a list of all the sales channels which include the Company’s subsidiary website channel or any other selling channel like Amazon, doctors’ offices, and walk-in sales.  All of our customer sales for Healthy Extracts, Inc. and Ultimate Brain Nutrients, LLC are recognized as revenue under the subsidiary of BergaMet N.A., LLC.  All three divisions of the Company sell plant-based nutraceuticals to our end using customers.

The Company evaluates the criteria outlined in ASC 606-10-55, Principal versus Agent Considerations, currently we are the principal and have not engaged an agents at this time.  Currently, we have not recognize any revenues under the agent considerations.

Revenue is recognized when, or as, control of a promised merchandise or service is shipped to the customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring title of those products or services and are recorded net of and discounts or allowances.  Shipping costs paid by the customer are included in revenue.  Merchandise sales are fulfilled with inventory held in our warehouse in Henderson, NV. Therefore, the Company’s contracts have a single performance obligation (shipment of product).

If the Company receives a request for refund on a customer obligation, the Company will refund the full cost of the obligation due to our money back guarantee.  

Revenue recognition is evaluated through the following five-step process:

1.identification of the contract with a customer; 

2.identification off the performance obligations in the contract; 

3.determination of the transaction price; 

4.allocation of the transaction price to the performance obligations in the contract; and 

5.recognition of revenue when or as a performance obligation is satisfied. 

These steps are met when an order is received, a price agreed and the product shipped or delivered to that customer.

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

3 Months Ended

Mar. 31, 2023

Policies

Concentration

Concentration

There is no concentration of revenue for the months ended March 31, 2022 and for the months ended March 31, 2023 because the revenue was earned from multiple customers.

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

3 Months Ended

Mar. 31, 2023

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 March 31, 2022 and March 31, 2023, the Company did not have any amounts recorded pertaining to uncertain tax positions.

The following is accounting our operating loss carry-forward since our inception:

NOL Carryforward:		Year Total		Balance	Est Tax Benefit
2014 (Estimated Tax Rate 15%)	$	(19,500)	$	(19,500)	(2,925)
2015 (Estimated Tax Rate 15%)		(730,872)		(750,372)	(109,631)
2016 (Estimated Tax Rate 15%)		(3,370,935)		(4,121,307)	(505,640)
2017 (Estimated Tax Rate 15%)		(3,562,075)		(7,683,382)	(534,311)
2018 (Estimated Tax Rate 21%)		(3,329,517)		(11,012,899)	(699,199)
2019 (Estimated Tax Rate 21%)		632,776		(10,380,123)	132,883
2020 (Estimated Tax Rate 21%)		(2,576,375)		(12,956,498)	(541,039)
2021 (Estimated Tax Rate 21%)		(1,987,122)		(14,943,620)	(417,296)
2022 (Estimated Tax Rate 21%)		(983,122)		(15,926,742)	(206,456)
2023 (Estimated Tax Rate 21%)		(579,157)		(16,505,899)	(121,623)
Total of NOL Carryforward				(16,505,899)	(3,005,237)

Most of the net operating loss carry-forward has been created through continuing operations.  In 2020, the Company wrote-off $1.58M due to the goodwill impairment from the purchase of Ultimate Brain Nutrients, LLC.  If we use the highest federal tax rate from 2022 and 2021 of 21% we would have a tax benefit, due to the net operating loss carry-forward of ($2,883,614) and ($2,677,158) respectively.  Due to being a Nevada corporation, we don’t have any state taxes due.  Pursuant to Sec. 172(b)(3) of the Internal Revenue Code, the Company relinquish the entire carryback period with respect to the net operating loss incurred for the tax year ended above, and will have such losses available for carryforward only due to the negative earnings.  All of the above listed carryforward balances will be subject to the carryover limit of 80% to offset future earnings for up to 20 years.

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

3 Months Ended

Mar. 31, 2023

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, 2023	$          102,011
Issued during the months ended March 31, 2023	133,031
Change in fair value recognized in operations	(48,123)
Converted during the months ended March 31, 2023	(0)
Balance, March 31, 2023	$        186,919

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

3 Months Ended

Mar. 31, 2023

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)

3 Months Ended

Mar. 31, 2023

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, any discounts, if applicable, 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, if applicable, 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 months ended March 31, 2023, the Company issued $388,888 of convertible debt with a bifurcated conversion option.

The convertible debt which has been issued, was issued as a financial instrument with no floor to the liability.  Due to this fact, for every reporting period we mark each instrument to the current market rate.  We currently use the Black-Scholes option pricing model in order to calculate what the current market rate is for each instrument.  Please see Note 7 for any further information on the value of each convertible debt instrument.

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

3 Months Ended

Mar. 31, 2023

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: Inventory: Schedule of Inventory (Tables)

3 Months Ended

Mar. 31, 2023

Tables/Schedules

Schedule of Inventory

	MARCH 31,		MARCH 31,
	2023		2022
Inventory
Inventory Classes:
Raw Materials	$	1,313,407	$	1,571,458
Finished Goods		317,493		330,848
Work in process		23,306		106,218
Total inventory		1,654,206		2,008,524

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes: Summary of Operating Loss Carryforwards (Tables)

3 Months Ended

Mar. 31, 2023

Tables/Schedules

Summary of Operating Loss Carryforwards

NOL Carryforward:		Year Total		Balance	Est Tax Benefit
2014 (Estimated Tax Rate 15%)	$	(19,500)	$	(19,500)	(2,925)
2015 (Estimated Tax Rate 15%)		(730,872)		(750,372)	(109,631)
2016 (Estimated Tax Rate 15%)		(3,370,935)		(4,121,307)	(505,640)
2017 (Estimated Tax Rate 15%)		(3,562,075)		(7,683,382)	(534,311)
2018 (Estimated Tax Rate 21%)		(3,329,517)		(11,012,899)	(699,199)
2019 (Estimated Tax Rate 21%)		632,776		(10,380,123)	132,883
2020 (Estimated Tax Rate 21%)		(2,576,375)		(12,956,498)	(541,039)
2021 (Estimated Tax Rate 21%)		(1,987,122)		(14,943,620)	(417,296)
2022 (Estimated Tax Rate 21%)		(983,122)		(15,926,742)	(206,456)
2023 (Estimated Tax Rate 21%)		(579,157)		(16,505,899)	(121,623)
Total of NOL Carryforward				(16,505,899)	(3,005,237)

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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)

3 Months Ended

Mar. 31, 2023

Tables/Schedules

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

Balance, January 1, 2023	$          102,011
Issued during the months ended March 31, 2023	133,031
Change in fair value recognized in operations	(48,123)
Converted during the months ended March 31, 2023	(0)
Balance, March 31, 2023	$        186,919

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NOTE 5 - LEASES: Lessee, Operating Lease, Disclosure (Tables)

3 Months Ended

Mar. 31, 2023

Tables/Schedules

Lessee, Operating Lease, Disclosure

2023	$   51,169
2024	$   70,883
2025	$     5,926
Total	$ 144,851

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NOTE 6 - NOTES PAYABLE: Schedule of Debt (Tables)

3 Months Ended

Mar. 31, 2023

Tables/Schedules

Schedule of Debt

Unsecured debt with a principal amount of $866 with shareholders of the Company, no due date, 0% interest,	866
Unsecured debt with a principal amount of $330,000, due 8/20/24, 10% interest, Late fee of the greater of $500 or 1% of the amount of the late payment, plus accrued and unpaid interest.	330,000
TOTAL	$    330,866

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NOTE 7 - CONVERTIBLE DEBT: Convertible Debt (Tables)

3 Months Ended

Mar. 31, 2023

Tables/Schedules

Convertible Debt

Unsecured convertible debt with a principal amount of $6,750, 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 with a principal amount of $200,000, due 05/01/23, 12% interest, converts at a market price of $0.05 per share.	200,000
Unsecured convertible debt with a principal amount of $388,888, due 10/24/23, 0% interest, converts at the election of the holder at means ninety percent (90%) of the lowest VWAP of our common stock for the five (5) consecutive Trading Days immediately preceding the date of the issuance of a Conversion Election.	388,888
SUBTOTAL	595,638
Less: Discount	-
TOTAL	$    595,638

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NOTE 7 - CONVERTIBLE DEBT: Schedule of Convertible Debt 2 (Tables)

3 Months Ended

Mar. 31, 2023

Tables/Schedules

Schedule of Convertible Debt 2

Payee	Number of options valued	Value of Convertible Option
Unsecured Convertible debt #1	373,686	$      8,144
Unsecured Convertible debt #2	4,424,000	$    45,744
Unsecured Convertible debt #3	5,555,540	$  133,031

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

3 Months Ended

Mar. 31, 2023

March 31, 2023

Schedule of Segment Reporting Information, by Segment

	CONSOLIDATED	HEALTH SUPPLEMENTS		CORPORATE
		BergaMet	UBN
Revenue	614,943	614,943	-	-
Cost of Revenue	337,102	337,102	-	-
Long-lived Assets	732,030	229,304	502,727	-
Gain (Loss) Before Income Tax	(579,157)	(203,549)	(813)	(374,794)
Identifiable Assets	1,654,206	1,654,206	-	-
Depreciation and Amortization	549	549	-	-

March 31, 2022

Schedule of Segment Reporting Information, by Segment

	CONSOLIDATED	HEALTH SUPPLEMENTS		CORPORATE
		BergaMet	UBN
Revenue	551,654	551,654	-	-
Cost of Revenue	226,949	226,949	-	-
Long-lived Assets	732,030	229,304	502,727	-
Gain (Loss) Before Income Tax	3,011	(19,171)	(663)	22,846
Identifiable Assets	2,008,524	2,008,524	-	-
Depreciation and Amortization	768	768	-	-

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Inventory (Details) - USD ($)	Mar. 31, 2023	Mar. 31, 2022
Details
Inventory Allowances	$ 1,914,891	$ 1,914,891

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Inventory: Schedule of Inventory (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Details
Raw Materials	$ 1,313,407		$ 1,571,458
Finished Goods	317,493		330,848
Work in process	23,306		106,218
Inventory	$ 1,654,206	$ 1,819,128	$ 2,008,524

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Indefinite-Lived Intangible Assets (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Patents/Trademarks	$ 521,881	$ 521,881
Patents
Patents/Trademarks	$ 315,604	$ 315,604

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes: Summary of Operating Loss Carryforwards (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards		$ (2,883,614)	$ (2,677,158)
Operating Loss Carryforwards Running Total	$ (16,505,899)
Est Tax Benefit	(3,005,237)
Operating Loss Carryforwards		$ 2,883,614	$ 2,677,158
2014
Operating Loss Carryforwards	(19,500)
Operating Loss Carryforwards Running Total	(19,500)
Est Tax Benefit	(2,925)
Operating Loss Carryforwards	19,500
2015
Operating Loss Carryforwards	(730,872)
Operating Loss Carryforwards Running Total	(750,372)
Est Tax Benefit	(109,631)
Operating Loss Carryforwards	730,872
2016
Operating Loss Carryforwards	(3,370,935)
Operating Loss Carryforwards Running Total	(4,121,307)
Est Tax Benefit	(505,640)
Operating Loss Carryforwards	3,370,935
2017
Operating Loss Carryforwards	(3,562,075)
Operating Loss Carryforwards Running Total	(7,683,382)
Est Tax Benefit	(534,311)
Operating Loss Carryforwards	3,562,075
2018
Operating Loss Carryforwards	(3,329,517)
Operating Loss Carryforwards Running Total	(11,012,899)
Est Tax Benefit	(699,199)
Operating Loss Carryforwards	3,329,517
2019
Operating Loss Carryforwards	(632,776)
Operating Loss Carryforwards Running Total	(10,380,123)
Est Tax Benefit	132,883
Operating Loss Carryforwards	632,776
2020
Operating Loss Carryforwards	(2,576,375)
Operating Loss Carryforwards Running Total	(12,956,498)
Est Tax Benefit	(541,039)
Operating Loss Carryforwards	2,576,375
2021
Operating Loss Carryforwards	(1,987,122)
Operating Loss Carryforwards Running Total	(14,943,620)
Est Tax Benefit	(417,296)
Operating Loss Carryforwards	1,987,122
2022
Operating Loss Carryforwards	(983,122)
Operating Loss Carryforwards Running Total	(15,926,742)
Est Tax Benefit	(206,456)
Operating Loss Carryforwards	983,122
2023
Operating Loss Carryforwards	(579,157)
Operating Loss Carryforwards Running Total	(16,505,899)
Est Tax Benefit	(121,623)
Operating Loss Carryforwards	$ 579,157

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Details
Operating Loss Carryforwards	$ 2,883,614	$ 2,677,158

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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 ($)	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Details
Derivative liabilities	$ 186,919	$ 102,011
Convertible Debt, Issued	133,031
Convertible Debt, Change In Fair Value Recognized In Operations	(48,123)
Convertible Debt, Converted	$ 0

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Convertible Instruments (Details)	Mar. 31, 2023 USD ($)
Convertible Debt	$ 595,638
Unsecured Convertible Due 10/24/23
Convertible Debt	$ 388,888

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NOTE 3 - GOING CONCERN (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Details
Accumulated deficit	$ 16,505,898	$ 15,926,742

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NOTE 4 - RELATED PARTY (Details) - USD ($)	Mar. 31, 2023	Mar. 31, 2022
Details
Salary and Wage, Excluding Cost of Good and Service Sold	$ 0	$ 1,000

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NOTE 5 - LEASES: Lessee, Operating Lease, Disclosure (Details)	Mar. 31, 2023 USD ($)
Details
2023	$ 51,169
2024	70,883
2025	5,926
Operating Leases, Future Minimum Payments Due	$ 144,851

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NOTE 5 - LEASES (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Details
Operating Leases, Rent Expense	$ 16,873	$ 15,370

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NOTE 6 - NOTES PAYABLE: Schedule of Debt (Details)	Mar. 31, 2023 USD ($)
Due to Related Parties	$ 330,866
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	$ 330,000

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NOTE 6 - NOTES PAYABLE (Details)	Mar. 31, 2023 USD ($)
Details
Interest Payable	$ 14,214

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NOTE 7 - CONVERTIBLE DEBT: Convertible Debt (Details)	3 Months Ended
	Mar. 31, 2023 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 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
Unsecured Convertible Due 10/24/23
Debt Conversion, Original Debt, Due Date of Debt	Oct. 24, 2023
Convertible Debt	$ 388,888
SUBTOTAL	$ 388,888
Unsecured Convertible Due 08/05/23
Debt Instrument, Interest Rate, Effective Percentage	0.00%
Convertible Debt	$ 595,638
SUBTOTAL	595,638
Debt Instrument, Unamortized Discount	0
TOTAL	$ 595,638

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NOTE 7 - CONVERTIBLE DEBT: Schedule of Convertible Debt 2 (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Derivative liabilities	$ 186,919	$ 102,011
Unsecured Convertible Debt 1
Convertible Debt, Number of Options Valued	373,686
Derivative liabilities	8,144
Unsecured Convertible Debt 2
Convertible Debt, Number of Options Valued	4,424,000
Derivative liabilities	45,744
Unsecured Convertible Debt 3
Convertible Debt, Number of Options Valued	5,555,540
Derivative liabilities	$ 133,031

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NOTE 7 - CONVERTIBLE DEBT (Details)	Mar. 31, 2023 USD ($)
Details
Convertible Debt, Accrued Interest	$ 21,200

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NOTE 8 - STOCKHOLDERS' EQUITY (Details) - $ / shares	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	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
Stockholders' Equity, Reverse Stock Split	The Company effectuated a reverse stock split of 1-for-250 as of July 23, 2018
Preferred Stock, Shares Outstanding	0		0
Warrants Issued		7,421,544
Warrants Outstanding	23,421,544
Warrants Fully Vested	20,600,000
Issuance of common stock-Omnibus Stock Grant and Option Plan		7,500,000
Restricted Stock Units (RSUs)
Issuance of common stock-Omnibus Stock Grant and Option Plan	15,975,000
Restricted Stock
Issuance of common stock-Omnibus Stock Grant and Option Plan	36,000,000
Common Stock
Issuance of common stock for services	320,000		1,000,000
Issuance of common stock for services	340,000		340,000
Issuance of common stock-Note Conversion, shares	340,621		340,621
Issuance of common stock for services	4,400,000		4,400,000
Issuance of common stock for cash	507,917		507,917
Cancelation of common stock for debt	(200,267)		(200,267)
Cancelation of common stock for debt	(600,000)		(600,000)
Issuance of common stock for services		2,000,000	1,000,000
StockIssued During Period Shares Issued For Services5			6,400,000
Preferred Stock
Issuance of common stock-Share Conversion Agreements	15,592,986
Issuance of common stock-Share Conversion Agreements, Retired	467,057
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
	Mar. 31, 2023	Mar. 31, 2022
Gross revenue	$ 614,943	$ 551,654
Total cost of revenue	337,102	226,949
Net gain/(loss) before income tax provision	(579,157)	3,011
Depreciation and amortization	549	(768)
Consolidated
Gross revenue	614,943	551,654
Total cost of revenue	337,102	226,949
Long-lived Assets	732,030	732,030
Net gain/(loss) before income tax provision	(579,157)	3,011
Identifiable Assets	1,654,206	2,008,524
Depreciation and amortization	549	768
BergaMet
Gross revenue	614,943	551,654
Total cost of revenue	337,102	226,949
Long-lived Assets	229,304	229,304
Net gain/(loss) before income tax provision	(203,549)	(19,171)
Identifiable Assets	1,654,206	2,008,524
Depreciation and amortization	549	768
UBN
Gross revenue	0	0
Total cost of revenue	0	0
Long-lived Assets	502,727	502,727
Net gain/(loss) before income tax provision	(813)	(663)
Identifiable Assets	0	0
Depreciation and amortization	0	0
Corporate Segment
Gross revenue	0	0
Total cost of revenue	0	0
Long-lived Assets	0	0
Net gain/(loss) before income tax provision	(374,794)	22,846
Identifiable Assets	0	0
Depreciation and amortization	$ 0	$ 0