Our Management's Discussion and Analysis contains not only statements that are
historical facts, but also statements that are forward-looking (within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934). Forward-looking statements are, by their very
nature, uncertain and risky. These risks and uncertainties include
international, national and local general economic and market conditions;
demographic changes; our ability to sustain, manage, or forecast growth; our
ability to successfully make and integrate acquisitions; raw material costs and
availability; new product development and introduction; existing government
regulations and changes in, or the failure to comply with, government
regulations; adverse publicity; competition; the loss of significant customers
or suppliers; fluctuations and difficulty in forecasting operating results;
changes in business strategy or development plans; business disruptions; the
ability to attract and retain qualified personnel; the ability to protect
technology; and other risks that might be detailed from time to time in our
filings with the Securities and Exchange Commission.
Although the forward-looking statements in this Quarterly Statement reflect the
good faith judgment of our management, such statements can only be based on
facts and factors currently known by them. Consequently, and because
forward-looking statements are inherently subject to risks and uncertainties,
the actual results and outcomes may differ materially from the results and
outcomes discussed in the forward-looking statements. You are urged to carefully
review and consider the various disclosures made by us in this report and in our
other reports as we attempt to advise interested parties of the risks and
factors that may affect our business, financial condition, and results of
operations and prospects.
The following discussion and analysis of financial condition and results of
operations of the Company is based upon, and should be read in conjunction with,
its unaudited financial statements and related notes elsewhere in this Form
10-Q, which have been prepared in accordance with accounting principles
generally accepted in the United States.
Summary Overview
We were incorporated on December 19, 2014 in the State of Nevada. We had
revenues of $1,465,782 in the year ended December 31, 2021 and $1,276,559 in the
year ended December 31, 2020. We had revenues of $573,967 for the three months
ended September 30, 2022 and $447,986 for the three months ended September 30,
2021.
On February 4, 2019, we acquired BergaMet NA, LLC, a Delaware limited liability
company ("BergaMet"). BergaMet is a wholly-owned subsidiary through which we
conduct our nutraceuticals business.
On April 3, 2020, we acquired Ultimate Brain Nutrients, LLC, a Delaware limited
liability company ("UBN"). UBN is a wholly-owned subsidiary through which we
conduct our plant-based neuro-products business.
Overview
BergaMet NA, LLC
On February 4, 2019, we issued and exchanged shares of our common stock for all
of the outstanding equity securities of BergaMet. BergaMet is an established
company that was already generating revenues when we acquired it.
Ultimate Brain Nutrients, LLC
On April 3, 2020, we issued and exchanged shares of our common stock for all of
the outstanding equity securities of UBN. UBN is a science-based company that
develops unique, plant-based health technology neuro-products that provide
natural brain solutions. UBN has numerous proprietary products, with four unique
patent-pending formulations and two patents issued.
Going Concern
As a result of our financial condition, we have received a report from our
independent registered public accounting firm for our financial statements for
the years ended December 31, 2021 and 2020 that includes an explanatory
paragraph describing the uncertainty as to our ability to continue as a going
concern. From inception
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(December 19, 2014) through the end of December 31, 2021, we have incurred
accumulated net losses of $14,943,620. In order to continue as a going concern
we must effectively balance many factors and generate more revenue so that we
can fund our operations from our sales and revenues. If we are not able to do
this we may not be able to continue as an operating company. At our current
revenue and burn rate, we have an immediate cash need, and thus we must raise
capital by issuing debt or through the sale of our stock. However, there is no
assurance that our existing cash flow will be adequate to satisfy our existing
operating expenses and capital requirements.
Results of Operations for the Three and Nine Months Ended September 30, 2022 and
2021
Introduction
We had revenues of $573,967 and $1,668,105 for the three and nine months ended
September 30, 2022, respectively, compared to $447,986 and $903,142 for the
three and nine months ended September 30, 2021. Our cost of revenue for the
three and nine months ended September 30, 2022 were $68,551 and $402,788,
respectively, compared to $72,250 and $147,456 for the three and nine months
ended September 30, 2021.
Our operating expenses were $485,568 and $1,744,326 for the three and nine
months ended September 30, 2022, respectively, compared to $692,940 and
$1,873,858 for the three and nine months ended September 30, 2021. Our operating
expenses consisted entirely of general and administrative expenses.
We had a Net Loss of $170,223 for the three months ended September 30, 2022,
compared to a Net Loss of $672,470 for the three months ended September 30,
2021.
Revenues and Net Operating Loss
Our revenue, operating expenses, net operating loss, and net gain (loss) for the
three and nine months ended September 30, 2022 and 2021 were as follows:
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
2022 2021 2022 2021
Revenue $ 573,967 $ 447,986 1,668,105 903,142
Cost of Revenue 68,551 72,250 402,788 147,456
Gross Profit 431,102 307,625 1,030,062 646,737
Operating expenses:
General and 1,744,326 1,873,858
administrative 485,568 692,940
Total operating 1,744,326 1,873,858
expenses 485,568 692,940
Other income (expense)
Interest expenses, net (68,657) (48,598)
of interest income (11,336) (19,242)
Change in fair value on (246,260) (1,287,971)
derivative (104,421) (307,746)
Loss on extinguishment - -
of debt - -
SBA Loan Forgiveness - 39,833 - 39,833
Gain on sale of asset - - 2,643 -
Total other income (312,274) (1,296,736)
(expense) (115,757) (287,155)
Net income (loss) $ (170,223) $ (672,470) (1,026,538) (2,523,857)
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Revenues
We had revenues of $573,967 and $1,668,105 for the three and nine months ended
September 30, 2022, compared to $447,986 and $903,142 for the three and nine
months ended September 30, 2021, an increase of $125,981 and $764,963, or 28%
and 85%, respectively.
Cost of Revenue
Our cost of revenue for the three and nine months ended September 30, 2022 was
$68,551 and $402,788, or 12% and 24% of revenue, respectively, compared to
$72,250 and $147,456, or 16% and 16% of revenue, for the three and nine months
ended September 30, 2021. Gross profit was $431,102 and $1,030,062 for the three
and nine months ended September 30, 2022, compared to $307,625 and $646,737 for
the three and nine months ended September 30, 2021, an increase of $123,477 and
$383,325, or 40% and 59%, respectively.
General and Administrative
General and administrative expenses were $485,568 and $1,744,326 for the three
and nine months ended September 30, 2022, compared to $692,940 and $1,873,858
for the three and nine months ended September 30, 2021. In the three months
ended September 30, 2022, general and administrative expenses consisted mainly
of advertising of $456,270, consulting fees of $448,515, broker fees of
$383,938, professional fees of $94,966, and salary and wages of $109,305. In the
three months ended September 30, 2021, general and administrative expenses
consisted mainly of advertising of $443,416, consulting fees of $534,702,
professional fees of $445,223, salary and wages of $109,236, and postage of
$36,956.
Other Income (Expense)
Other income (expense) was $(115,757) and $(312,274) for the three and nine
months ended September 30, 2022, compared to $(287,155) and $(1,296,736) for the
three and nine months ended September 30, 2021, a decrease of $171,398, or 60%,
for three months ended September 30, 2022 and a decrease of $984,462, or 76%,
for the three months ended September 30, 2021. In the three months ended
September 30, 2022, other income (expense) consisted of interest expenses, net
of interest income of $(11,336) and change in fair value on derivative of
$(104,421). In the three months ended September 30, 2021, other income (expense)
consisted of interest expense, net of interest income of $(19,242) and change in
fair value on derivative of $(307,746), offset by SBA loan forgiveness of
$39,833. Change in fair value of derivative was related to the conversion of
convertible debts into common stock shares.
Net Income (Loss)
Net income (loss) was $(170,223) and $(1,026,538), or $0.00 and $0.00 per share,
for the three and nine months ended September 30, 2022, compared to $(672,470)
and $(2,523,857), or $0.00 and $0.01 per share, for the three and nine months
ended September 30, 2021.
Our net income (loss) various from period to period primarily because of the
change in fair value on derivative.
Liquidity and Capital Resources
Introduction
During the three and nine months ended September 30, 2022, we were unable to
generate sufficient revenues and had negative operating cash flows. Our cash on
hand as of December 31, 2021 was $222,098 and as of September 30, 2022 was
$73,884. Our monthly cash flow burn rate for 2021 (not including inventory
purchases) was approximately $37,000 and for the nine months ended September 30,
2022 was approximately $27,000. We have strong short and medium term cash needs.
We anticipate that these needs will be satisfied through increased revenues and
the issuance of debt or the sale of our securities until such time as our cash
flows from operations will satisfy our cash flow needs.
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Our cash, current assets, total assets, current liabilities, and total
liabilities as of September 30, 2022 and December 31, 2021, respectively, are as
follows:
September 30, December 31, Increase/
2022 2021 (Decrease)
Cash $ 73,884 $ 222,098 $ (148,214)
Total Current Assets 2,041,081 2,313,404 (272,323)
Total Assets 2,779,161 3,029,579 (250,418)
Total Current and Total Liabilities 944,248 558,841 385,406
Our total current assets and total assets decreased during the nine months ended
September 30, 2022 primarily as a result of our decrease in cash of $148,214,
accounts receivable of $32,585, and inventory of $91,524. Our total current and
total liabilities increased by $385,407 during the nine months ended September
30, 2022 primarily because of an increase in accounts payable of $76,799, notes
payable of $93,174, convertible debt of $189,000, and derivative liabilities of
$246,260, offset in part by a decrease in accrued liabilities of $52,330 and
notes payable to related party of $170,000. Our accumulated deficit increased
during the nine months ended September 30, 2022 by $1,026,538 to $15,970,158.
In order to repay our obligations in full or in part when due, we will be
required to raise significant capital from other sources. There is no assurance,
however, that we will be successful in these efforts.
Cash Requirements
Our cash on hand as of September 30, 2022 was $73,884. Based on our current
level of revenues and monthly burn rate of approximately $27,000 per month, we
will need to continue to fund operations by raising capital from the sale of our
stock and debt financings.
Sources and Uses of Cash
Operating Activities
We had net cash used in operating activities of $(241,015) for the nine months
ended September 30, 2022, compared to $(942,175) for the nine months ended
September 30, 2021. We use our cash for normal business operations. Our net cash
used in operating activities for the nine months ended September 30, 2022
consisted of our net loss of $1,026,538 plus primarily our increase in accrued
liabilities of $52,330, offset primarily by our warrants issued for services of
$402,100, change in fair value on derivative liability of $246,260, increase in
inventory of $91,523, and increase in accounts payable of $76,799. Our net cash
used in operating activities for the nine months ended September 30, 2021
consisted of our net loss of $2,523,857, plus a decrease in inventory of
$115,487, a decrease in accounts receivable of $70,311, and a decrease in
accounts payable of $41,678, offset in part by a change in fair value on
derivative liability of $1,287,971 and warrants issued for services of $434,836.
Investing Activities
We had $(7,987) in cash flows provided by investing activities for the nine
months ended September 30, 2022, compared to $(84,888) for the nine months ended
September 30, 2021.
Financing Activities
Our net cash provided by financing activities for the nine months ended
September 30, 2022 was $100,788, compared to $1,083,000 for the nine months
ended September 30, 2021. Our net cash provided by financing activities
consisted of proceeds from the issuance of convertible debt of $445,826, offset
by proceeds from the issuance of common stock of $(11,386), payments for
repayment of convertible debt of $(256,826), and payments for repayment of notes
payable related party of $(170,000).
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