Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

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

Over the last year, we have focused on increasing revenue, maintaining our margins, and generating positive cash flow from our existing operations. In large part, we have been successful in meeting these objectives and our business has remained relatively unchanged.

We are a platform for acquiring, developing, patenting, marketing, and distributing plant-based nutraceuticals. Our proprietary and patented products target select high-growth categories within the multibillion-dollar nutraceuticals market, such as heart, brain and immune health. Our products have not been evaluated by the FDA or any similar regulatory body for safety and efficacy. 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 NA, LLC, which offers nutraceutical heart and immune health products, and UBN, which offers nutraceutical products for brain health. Based on published research from third-party sources, we believe our BergaMet NA, LLC products have been shown to support heart health, support immune response, and address metabolic syndrome.

Our Financial Condition and Going Concern Issues

Our net loss from inception to December 31, 2024 was $19,240,344, and we had limited cash resources at December 31, 2024 of $112,020. Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Our auditor's report reflects that our ability to continue as a going concern is dependent upon our ability to raise additional capital from the sale of common stock or other means and, ultimately, the achievement of significant operating revenues. If we are unable to continue as a going concern, our business will fail and stockholders will lose their investment in our company. No assurance can be given that such financing will be available or, if available, that it will be on commercially favorable terms. Moreover, financing will likely be dilutive to our stockholders.

Results of Operations for the Three and Nine Months Ended September 30, 2025 and 2024

Introduction

We had revenues of $917,975 and $2,817,910 for the three and nine months ended September 30, 2025, compared to $744,916 and $2,342,091 for the three and nine months ended September 30, 2024. Our cost of revenue for the three and nine months ended September 30, 2025 were $470,725 and $1,352,848, compared to $142,456 and $845,185 for the three and nine months ended September 30, 2024.

Our operating expenses were $907,363 and $2,139,630 for the three and nine months ended September 30, 2025, compared to $517,068 and $1,485,945 for the three and nine months ended September 30, 2024. Our operating expenses consisted entirely of general and administrative expenses.

Our net income (loss) was $(395,394) and $(727,133) for the three and nine months ended September 30, 2025, compared to $354,466 and $(393,742) for the three and nine months ended September 30, 2024.

Revenues and Net Operating Loss

Our revenue, operating expenses, other income (expense), and net loss for the three and nine months ended September 30, 2025 and 2024 were as follows:

		Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
		September 30,		September 30,		September 30,		September 30,
		2025		2024		2025		2024
Revenue	$	917,975	$	744,916	$	2,817,910	$	2,342,091
Cost of Revenue		470,725		142,456		1,352,848		845,185
Gross Profit		447,250		602,460		1,465,062		1,496,906
Operating expenses:
General and administrative		907,363		517,068		2,139,630		1,485,945
Total operating expenses		907,363		517,068		2,139,630		1,485,945
Other income (expense)
Interest expenses, net of interest income		(56,172)		(39,963)		(119,988)		(131,268)
Change in fair value on derivative		120,891		309,037		67,423		(273,436)
Total other income (expense)		64,720		269,074		(52,565)		(404,703)
Net income (loss)	$	(395,394)	$	354,466	$	(727,133)	$	(393,742)

Revenues

We had revenues of $917,975 and $2,817,910 for the three and nine months ended September 30, 2025, compared to $744,916 and $2,342,091 for the three and nine months ended September 30, 2024, an increase of $173,058, or 23%, and $475,819, or 20%, respectively. We expect strong growth to increase as our direct consumer sales and marketing efforts continue to perform.

Cost of Revenue

Our cost of revenue for the three and nine months ended September 30, 2025 were $470,725 and $1,352,848, compared to $142,456 and $845,185 for the three and nine months ended September 30, 2024, an increase of $328,268, or 230%, and $507,663, or 60%, respectively. Gross profit for the three and nine months ended September 30, 2025 was $447,250 and $1,465,062, compared to $602,460 and $1,496,906 for the three and nine months ended September 30, 2024, a decrease of $155,210, or 52%, and $31,844, or 49%, respectively.

Cost of revenue as a percentage of revenues was 51% and 48% for the three and nine months ended September 30, 2025, compared to 19% and 36% for the three and nine months ended September 30, 2024. The reduced cost as a percentage of revenues in the three months ended September 30, 2025 was due to efficiencies as a result of increased revenue.

General and Administrative

Our general and administrative expenses were $907,363 and $2,139,630 for the three and nine months ended September 30, 2025, compared to $517,068 and $1,485,945 for the three and nine months ended September 30, 2024, an increase of $390,295, or 75%, and $653,685, or 44%, respectively. In the three months ended September 30, 2025, general and administrative expenses consisted mainly of advertising of $380,540, consulting fees of $103,350, stock-based compensation of $288,865, salaries and wages of $49,271 and accounting and legal fees of $65,151. In the three months ended September 30, 2024, general and administrative expenses consisted mainly of advertising of $204,893, consulting fees of $109,050, accounting and legal fees of $37,925, stock-based compensation of $54,345, and salaries and wages of $52,212. During the three and nine months ended September 30, 2025, the increase was due in part to an increase to our advertising which increased our revenue and stock-based compensation for services.

Other Income (Expense)

Other income (expense) was $64,720 and $(52,565) for the three and nine months ended September 30, 2025, compared to $269,074 and $(404,703) for the three and nine months ended September 30, 2024, a decrease of $204,354, or 76%, and $352,138, or 87%, respectively. In the three months ended September 30, 2025, other income (expense) consisted of interest expense, net of interest income ($56,172) and change in fair value on derivative of $120,891. In the three months ended September 30, 2024, other income (expense) consisted of interest expense, net of interest income ($39,963) and change in fair value on derivative of $309,037. In the nine months ended September 30, 2025, other income (expense) consisted of interest expense, net of interest income $(119,988) and change in fair value on derivative of $67,423. In the nine months ended September 30, 2024, other income (expense) consisted of interest expense, net of interest income $(131,268) and change in fair value on derivative of $(273,436). Change in fair value on derivative was related to the conversion of convertible debts into common stock shares.

Net Income (Loss)

Net income (loss) was $(395,394) and $(727,133), or $(0.06) and $(0.11) per share, for the three and nine months ended September 30, 2025, compared to $354,466 and $(393,742), or $0.12 and $(0.13) per share, for the three and nine months ended September 30, 2024.

Our net income (loss) varies from period to period primarily because of the change in fair value on derivative and our increase in general and administrative expenses.

Liquidity and Capital Resources

Introduction

During the nine months ended September 30, 2025, we had negative operating cash flows. Our cash on hand as of December 31, 2024 was $112,020 and as of September 30, 2025 was $189,452. We also had positive net cash from operations for the year ended December 31, 2024, but we still have both 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 consistently satisfy our cash flow needs.

Our cash, current assets, total assets, current liabilities, and total liabilities as of September 30, 2025, and December 31, 2024, respectively, are as follows:

	September 30,				December 31,			Increase/
	2025				2024			(Decrease)
Cash	$	189,452			$	112,020		$	77,432
Total Current Assets	1,728,402					1,659,388		69,014
Total Assets	26,191,067					2,377,973		23,813,093
Total Current and Total Liabilities	2,129,552					1,967,596		161,956

Our total current assets increased slightly during the nine months ended September 30, 2025 primarily because of an increase in note receivable of $391,890, offset in part by a decrease in inventory of $394,694. Our total assets increased substantially during the nine months ended September 30, 2025, as a result of an increase in goodwill of $23,536,656 from our acquisition of Gummy USA LLC. Our accumulated deficit increased during the nine months ended September 30, 2025, by $727,133 to $19,967,477.

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, 2025 was $189,452. Based on our current level of revenues and potential monthly burn rate of approximately $20,000, 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 $242,634 for the nine months ended September 30, 2025, compared to net cash from operating activities of $240,090 for the nine months ended September 30, 2024. We use our cash for normal business operations. Our net cash from operating activities for the nine months ended September 30, 2025, consisted of our net loss of $727,133, plus our increase in note receivable of $391,890 and right of use asset, net-non-current of $166,086, offset in part by our decrease in inventory of $394,694, common stock issued for services of $384,150, warrants issued for services of $187,464, and lease liability-long-term of $105,219. Our net cash used in operating activities for the nine months ended September 30, 2024, consisted of our net loss of $393,742, offset in part by change in fair value on derivative liability of $273,436, warrants issued for services of $247,513, and decrease in inventory of $188,801.

Investing Activities

We had cash used in investing activities of $19,302 for the nine months ended September 30, 2025, consisting entirely of a fixed asset purchase. We had zero cash used in investing activities for the nine months ended September 30, 2024.

Financing Activities

Our net cash provided by financing activities for the nine months ended September 30, 2025 was $339,368, compared to $(159,129) for the nine months ended September 30, 2024. Our net cash provided by financing activities consisted of proceeds from issuance of notes payable-related party of $440,000 and proceeds from the issuance of notes payable of $160,000, offset by repayment of convertible debt of $146,904, repayment of notes payable-related party of $57,179, and repayment of notes payable of $56,549.