UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended: December 31, ~~2022~~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 No. 001-41290

SMART FOR LIFE, INC.

(Exact name of registrant as specified in its charter)

Delaware		81-5360128
Nevada		81-5360128
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
990 S Rogers Circle, Suite 3, Boca Raton, FL		33487
990 Biscayne Blvd, Suite 505, Miami, FL		33132
(Address of principal executive offices)		(Zip Code)

(786) 749-1221

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		SMFL		The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

As of June 30, ~~2022~~2023 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the registrant’s common stock held by non-affiliates (based upon the closing price of such shares as reported on the Nasdaq Capital Market) was approximately $106.237 million. Shares held by each executive officer and director and by each person who owns 10% or more of the outstanding common shares have been excluded from the calculation in that such persons may be deemed to be affiliates of the registrant. This determination of ~~affiliate~~ affiliate status is not necessarily a conclusive determination for other purposes.

As of ~~March~~September 2920, ~~2023~~2024, there were a total of 39 7,~~177~~090,~~749~~ 728 shares of the registrant’s common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Smart for Life, Inc.

Annual Report on Form 10-K

Year Ended December 31, ~~2022~~2023

TABLE OF CONTENTS

PART I
Item 1.	~~Business.~~	1Business.	1
Item 1A.	~~Risk Factors.~~	13Risk Factors.	13
Item 1B.	~~Unresolved Staff Comments.~~	31Unresolved Staff Comments.	29
Item 2.	Properties.	31
Item 1C.		Cybersecurity.	29
Item 3.	Legal Proceedings.	31
Item 2.		Properties.	30
Item 4.	Mine Safety Disclosures.	31
Item 3.		Legal Proceedings.	30
PART II
Item 4.		Mine Safety Disclosures.	30
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	32
PART II
Item 6.	[Reserved]	32
Item 5.		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	31
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	33
Item 6.		[Reserved]	31
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	44
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations.	32
Item 8.	Financial Statements and Supplementary Data.	44
Item 7A.		Quantitative and Qualitative Disclosures About Market Risk.	43
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	44
Item 8.		Financial Statements and Supplementary Data.	43
Item 9A.	Controls and Procedures.	44
Item 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	43
Item 9B.	Other Information.	45
Item 9A.		Controls and Procedures.	44
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.	45
Item 9B.		Other Information.	44
PART III
Item 9C.		Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.	44
Item 10.	Directors, Executive Officers and Corporate Governance.	46
PART III
Item 11.	Executive Compensation.	51
Item 10.		Directors, Executive Officers and Corporate Governance.	45
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	57
Item 11.		Executive Compensation.	50
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	58
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	56
Item 14.	Principal Accounting Fees and Services.	59
Item 13.		Certain Relationships and Related Transactions, and Director Independence.	57
PART IV
Item 14.		Principal Accounting Fees and Services.	58
Item 15.	Exhibit and Financial Statement Schedules.	60
PART IV
Item 16.	Form 10-K Summary.	65
Item 15.		Exhibit and Financial Statement Schedules.	59
Item 16.		Form 10-K Summary.	65

INTRODUCTORY NOTES

Use of Terms

Except as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “us,” “our” and “our company” are to Smart for Life, Inc., a ~~Delaware~~Nevada corporation, and its consolidated subsidiaries.

Special Note Regarding Forward-Looking Statements

This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

●

our goals and strategies;

●

our future business development, financial condition and results of operations;

●

expected changes in our revenue, costs or expenditures;

●

growth of and competition trends in our industry;

●

our expectations regarding demand for, and market acceptance of, our products;

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our expectations regarding our relationships with investors, institutional funding partners and other parties with which we collaborate;

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fluctuations in general economic and business conditions in the markets in which we operate; and

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relevant government policies and regulations relating to our industry.

In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item 1A “Risk Factors” and elsewhere in this report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

The forward-looking statements made in this report relate only to events or information as of the date on which the statements are made in this report. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

PART I

ITEM 1. BUSINESS.

Overview

We are engaged in the development, marketing, manufacturing, acquisition, operation and sale of a broad spectrum of nutritional and related products with an emphasis on health and wellness. Structured as a global holding company, we are executing a buy-and-build strategy with serial accretive acquisitions creating a vertically integrated company ~~with an objective of aggregating companies generating a minimum of $300 million in revenues by the fourth quarter of 2026~~. To drive growth and earnings, we are developing proprietary products as well as acquiring other profitable companies, encompassing brands, manufacturing, and distribution channels.

We also operate a network platform in the affiliate marketing space. Affiliate marketing is an advertising model in which a product vendor compensates third-party digital marketers to generate traffic or leads for the product vendor’s products and services. The third-party digital marketers are referred to as affiliates, and the commission fee incentivizes them to find ways to promote the products being sold by the product vendor.

Business Model

We are engaged in a comprehensive program to develop a robust pipeline of prospective acquisitions in addition to the companies currently operated by us. Our management has significant experience in locating and evaluating prospective target operating companies. We have also entered into buy-side agreements with certain advisers and consultants to assist management in identifying and evaluating prospective target operating companies. The nutritional products industry is highly fragmented, ~~with~~and we believe that there is a large pool of companies generating less than $20 million in revenues representing significant opportunity for industry consolidation.

We plan to acquire target companies utilizing a combination of cash, promissory notes, earnouts and public company stock, generally at 4x to 6x trailing adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization). Aside from our first acquisition described below, we intend on paying no more than 60% cash on any acquisition that we execute with a target of 50%. The remainder is allocated between stock and a note and/or earnout with a heavier weighting toward the former. Although the acquisition consideration is structured, we believe that our acquisitions will provide three distinct benefits to the principals of an acquisition - first, a significant liquidity event; second, the creation of a significant equity position in an emerging growth public company; and third, ongoing employment at customary industry compensation.

We plan to acquire multiple companies ~~aggregating~~ creating a ~~minimum~~vertically ofintegrated ~~$300 million in annualized revenues by the fourth quarter of 2026~~company. We do not currently have sufficient capital to complete these acquisitions. We intend to raise capital for additional acquisitions primarily through debt financing at our operating company level, additional equity offerings by our company, or by undertaking a combination of any of the above. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all.

There is no guarantee that we will be able to acquire additional businesses under the terms outlined above or that we will be able to find additional acquisition candidates should we terminate our plans for any of our current acquisition targets.

Corporate History and Structure

Our company was incorporated in the State of Delaware on February 2, 2017 under the name Bonne Santé Group, Inc. On August 4, 2021, we changed our name to Smart for Life, Inc. in connection with the acquisition of DSO described below. On April 10, 2023, we redomiciled as a Nevada company.

On March 8, 2018, we acquired 51% of Millenium Natural Manufacturing Corp. and Millenium Natural Health Products Inc. for a purchase price of $2,140,272. On October 8, 2019, we entered into an agreement to acquire the remaining 49% of these companies, which was completed on October 8, 2019. On September 30, 2020, we changed the name of Millenium Natural Manufacturing Corp. to Bonne Sante Natural Manufacturing, Inc., or BSNM, and on November 24, 2020, we merged Millenium Natural Health Products Inc. into BSNM to better reflect our vertical integration. On March 6, 2024, we entered into a sale and leaseback agreement relating to BSNM as more fully described under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments—Sale and Leaseback Agreement.” As a result of this transaction, BSNM is no longer a subsidiary of our company.

On February 11, 2020, we entered into securities purchase agreement, which was amended on July 7, 2020 and June 4, 2021, to acquire all of the issued and outstanding equity interests of Doctors Scientific Organica, LLC d/b/a Smart for Life, Oyster Management Services, Ltd., Lawee Enterprises, L.L.C. and U.S. Medical Care Holdings, L.L.C. On July 1, 2021, the acquisition was completed. On August 27, 2021, we transferred all of the equity interests of Oyster Management Services, Ltd., Lawee Enterprises, L.L.C. and U.S. Medical Care Holdings, L.L.C. to Doctors Scientific Organica, LLC. On December 13, 2022, we converted Oyster Management Services, Ltd. to a limited liability company known as Oyster Management Services, L.L.C. On May 19, 2022, we acquired Lavi Enterprises, LLC. On the same date, we transferred all of the equity interests of Lavi Enterprises, LLC to Doctors Scientific Organica, LLC. As a result, these entities are now wholly owned subsidiaries of Doctors Scientific Organica, LLC. In this report, we collectively refer to Doctors Scientific Organica, LLC and its consolidated subsidiaries as DSO.

On August 24, 2021, we established Smart for Life Canada Inc. as a wholly owned subsidiary of Doctors Scientific Organica, LLC in Canada. This subsidiary sells retail products through a retail store location in Montreal Canada and the same location also acts as distribution center for our international direct to consumer and big box customers. We maintain inventory and employees at this location.

On July 21, 2021, we entered into a securities purchase agreement, which was amended on November 8, 2021, to acquire all of the issued and outstanding capital stock of Nexus Offers, Inc., or Nexus. On November 8, 2021, the acquisition was completed.

On November 29, 2021, we entered into a contribution and exchange agreement to acquire all of the issued and outstanding capital stock of GSP Nutrition Inc., or GSP. On December 6, 2021, the acquisition was completed.

On March 14, 2022, we entered into securities purchase agreement, which was amended on July 29, 2022, to acquire all of the issued and outstanding equity interests of Ceautamed Worldwide LLC and its wholly-owned subsidiaries Wellness Watchers Global, LLC and Greens First Female LLC, which we collectively refer to in this report as Ceautamed. On July 29, 2022, the acquisition was completed. On January 29, 2024, we contributed nearly all of the assets of Ceautamed into a limited liability company, First Health FL LLC, or First Health, of which we own 49%. Pursuant to the limited liability company operating agreement, we do not exert operational control of First Health. The aggregate value of the contributed assets was $3,486,223.

On August 15, 2022, we organized Smart Acquisition Group, LLC in the State of Florida. This subsidiary is 50% owned by our company and 50% owned by Stuart Benson, the former owner and principal of Ceautamed. This special purpose subsidiary is dedicated exclusively to the identification, negotiation, financing, and acquisition of companies synergistic to our buy-and-build business model. On September 22, 2023, we dissolved this subsidiary.

~~Corporate Structure~~2

~~The following charts depict our organization~~Corporate ~~structure.~~Structure

2The following charts depict our organization structure.

Our Industry

The markets in which we operate are characterized by rapid technological changes, frequent new product introductions, established and emerging competition, extensive intellectual property disputes and litigation, price competition, aggressive marketing practices, evolving industry standards and changing customer preferences. Accordingly, our prospects must be considered in light of the uncertainties, risks, expenses, and difficulties frequently encountered by companies operating in rapidly changing and competitive markets.

Nutraceutical Industry

The nutraceutical industry focuses on nutritional supplements intended to improve longevity, sports fitness and provide health benefits in addition to the basic nutritional value present in food. Most people are familiar with various nutraceutical products—and have likely used them—even if they are unfamiliar with the industry name. Nutraceuticals comprise such commonly used items as herbal products, specific diet products, vitamins, processed foods and beverages, functional foods, isolated nutrients and other dietary products. Functional foods are foods that have a potentially positive effect on health beyond basic nutrition. A familiar example of a functional food is oatmeal because it contains soluble fiber that can help lower cholesterol levels. Some foods are also modified to have health benefits. An example is orange juice that has been fortified with calcium for bone health.

The following table prepared by the Council for Responsible Nutrition (www.crnusa.org), or CRN, depicts the types of supplements taken by the population in the different indicated categories beginning in 2018 and estimated through 2027. We sell products across all of these product categories, and we believe that our market share in each of these categories is currently less than 1%.3

~~SOURCE:~~The following table prepared by the Council for Responsible Nutrition (www.crnusa.org), or CRN, depicts the types of supplements taken by the population in the different indicated categories beginning in 2018 and estimated through 2027. We sell products across all of these product categories, and we believe that our market share in each of these categories is currently less than 1%.

~~The nutraceutical industry has experienced significant~~SOURCE: ~~growth~~Council ~~across~~for ~~the~~Responsible globe, propelled by the increasing age expectancies and associated increases in diseases of aging and lifestyle. A shift in demographics has also allowed manufacturers to benefit in recent years. The number of Americans ages 65 and older is projected to nearly double from 52 million in 2018 to 95 million by 2060, and the 65-and-older age group’s share of the total population will rise from 16% to 23%. Moreover, the CRN reported 77% of U.S. adults take dietary supplements.Nutrition

Nutraceuticals are garnering immense attention in recent years due to various trends including changing lifestyles, burgeoning middle-class segment across emerging economies, transforming dietary habits, aging population, and increased life expectancy. In addition, the focus of R&D based pharmaceutical sector on expensive specialty drugs is increasing the burden on the healthcare system as well as resulting in higher out-of-pocket costs for drugs driving the focus on prevention than intervention. The self-care trend across the world is driving strong demand for nutraceuticals including superfoods, food and dietary supplements, sports nutrition, and functional foods and beverages. Given the hectic lifestyles and the lack of time for consumption of the required nutrients through regular diet, the need for replenishing such essential nutrients is increasing. In this context, nutraceuticals are emerging to be the solution for meeting this requirement. Nutraceuticals are considered to be the vital link between health and food.

The market is also experiencing strong demand for personalized approaches to wellness that is driving product innovation in the areas of weight management, sports nutrition, and healthy snacking. Other noteworthy trends benefiting market prospects in the near term include emergence of clean labeling as a new norm owing to increasing focus of consumers on ingredient list on the product; innovative delivery technologies such as microencapsulation, which protects the product from adverse conditions such as light and air.

As the overall population continues to turn to healthier living in hopes of offsetting rising healthcare expenditures and preventing general subpar health conditions, we believe that the demand for nutraceutical industry products will resemble a similar trend.

3Digital Marketing

As a result of our acquisition of Nexus, we have entered the digital marketing industry as a way to promote the products and brands that we sell. Digital ~~Marketing~~marketing is a component of marketing that uses internet and online based digital technologies such as desktop computers, mobile phones and other digital media and platforms to promote products and services.

AsThe COVID-19 apandemic ~~result~~resulted ofin ~~our~~people ~~acquisition~~staying ofat ~~Nexus,~~home weand/or ~~have entered~~working ~~the~~remotely ~~digital~~from ~~marketing~~home, ~~industry~~resulting asin ahuge ~~way~~increase toin ~~promote~~online ~~the~~traffic. Clicks ~~products~~ and ~~brands~~display ~~that~~ads weare ~~sell.~~among ~~Digital~~the ~~marketing~~most isprominent aforms ~~component~~ of ~~marketing~~ ~~that~~digital ~~uses~~marketing ~~internet~~initiatives. ~~and~~Clicks ~~online~~are ~~based~~expensive ~~digital~~compared ~~technologies~~to ~~such~~display ads, as ~~desktop~~clicks ~~computers,~~ensure ~~mobile~~the ~~phones~~customer ~~and~~is ~~other~~directed ~~digital~~to ~~media~~the ~~and platforms~~advertiser’s towebsite. ~~promote~~However, ~~products~~clicks ~~and~~provide ~~services~~a better return on investment.

~~The COVID-19 pandemic resulted in people staying~~Our atOperating home and/or working remotely from home, resulting in huge increase in online traffic. Clicks and display ads are among the most prominent forms of digital marketing initiatives. Clicks are expensive compared to display ads, as clicks ensure the customer is directed to the advertiser’s website. However, clicks provide a better return on investment.Subsidiaries

~~Our Operating Subsidiaries~~DSO

~~BSNM~~DSO manufactures, sells and owns the Smart for Life brand of natural health and wellness meal replacement products. The brand includes proprietary hunger suppressing functional foods that are designed to work with the body’s natural ability to lose weight. The program uses an exact protein-to-sugar ratio, a low glycemic index and glycemic load as well as multiple small meals throughout the day to deliver specific amounts of protein, super fibers and complex carbs to suppress hunger, keep sugar and insulin low and trigger the body’s release of the fat releasing hormone glucagon.

BSNM is a nutraceutical contract manufacturer. Since 1998, our strong manufacturing capabilities and dedication to our clients has enabled us to build relationships with hundreds of customers throughout the United States and around the world, including South America, Central America and Europe. We specialize in a wide variety of products to fill our client’s needs, from the private labeling of vitamins, dietary supplements, nutraceuticals, sport nutrition and broad-spectrum nutritional supplements. Our experienced team of scientists, formulators, and manufacturing experts have the years of knowledge necessary to take our client’s concepts all the way from initial idea to finished product. In addition, we can provide the support for a simple and cost-effective “turn key” solution to manufacturing existing formulations.4

~~To meet the specific demands of any order, we~~Our ~~have~~Smart ~~state-of-the-art~~for ~~manufacturing~~Life ~~and packaging lines to decrease cost and maximize efficiencies. We certify that all~~ products and labels meet stringent U.S. Food and Drug Administration, or FDA, requirements and our quality control associates will continually monitor the entire process until products are delivered. Our goal is to exceed our customer’s expectations with respect to product quality, service and price.deliver:

~~DSO~~● Hunger controlling protein mix

~~DSO~~● ~~manufactures,~~No ~~sells~~toxins ~~and~~or owns the Smart for Life brand of natural health and wellness meal replacement products. The brand includes proprietary hunger suppressing functional foods that are designed to work with the body’s natural ability to lose weight. The program uses an exact protein-to-sugar ratio, a low glycemic index and glycemic load as well as multiple small meals throughout the day to deliver specific amounts of protein, super fibers and complex carbs to suppress hunger, keep sugar and insulin low and trigger the body’s release of the fat releasing hormone glucagon.preservatives

~~Our~~● ~~Smart~~The ~~for~~right ~~Life~~amount ~~products~~of ~~deliver:~~protein per calorie ratio

● ~~Hunger~~No ~~controlling~~insulin ~~protein~~spike, ~~mix~~lets glucagon do its job

● NoA ~~toxins~~small oramount ~~preservatives~~of essential good fats

● ~~The~~Right ~~right~~ amount of ~~protein~~complex ~~per calorie ratio~~carbs

●DSO also Nodevelops ~~insulin~~premium ~~spike~~supplements and commodities that will promote optimal health and wellness. This natural product line uses simple quality ingredients to help create a more sustainable lifestyle. DSO has over 15 years of experience providing high-quality products to premium retail locations and companies. DSO branded vitamins and supplements are also being sold through Amazon, ~~lets~~and ~~glucagon~~this dosales ~~its~~channel is ~~job~~becoming a major contributor to the growth of the brand online. All products are packaged in eco-friendly and bio-degradable packaging.

~~● A small amount of essential good fats~~GSP

●GSP is ~~Right~~a ~~amount~~sports nutrition company. It offers nutritional supplements for athletes and active lifestyle consumers through a variety of ~~complex~~wellness solutions ~~carbs~~and delivery methods, including powders, tablets and soft gels that are formulated to support energy and performance; nutrition and wellness; and focus and clarity.

~~DSO~~In conjunction ~~also~~with ~~develops~~the ~~premium~~sale ~~supplements~~of ~~and~~BSNM, ~~commodities that~~we ~~will~~entered ~~promote~~into ~~optimal~~a ~~health~~lease ~~and~~agreement ~~wellness~~with the buyer to operate the facility owned by the buyer. ~~This~~Following the ~~natural~~surrendering ~~product~~of ~~line~~the ~~uses~~facility ~~simple~~in ~~quality~~Doral, ~~ingredients~~Florida, GSP moved the equipment and operation to ~~help~~the ~~create~~manufacturing afacility ~~more~~in ~~sustainable~~Riviera Beach, ~~lifestyle~~Florida. ~~DSO~~This ~~has~~subsidiary ~~over~~primarily 15focuses ~~years~~on the contract manufacturing of ~~experience~~vitamins ~~providing~~and ~~high~~supplements, with a particular emphasis on the production of tablets, capsules and powders, along with turn-~~quality~~key solutions for packaging these health and wellness products toin ~~premium~~a ~~retail~~wide variety ~~locations~~of bottles, jars, sachets and ~~companies~~stick packs. ~~DSO~~GSP’s ~~branded~~initial line of nutritional products was marketed under the Sports Illustrated ~~vitamins~~Nutrition ~~and~~brand. ~~supplements~~The ~~are~~product ~~also~~line ~~being~~consisted ~~sold~~of ~~through~~whey ~~Amazon~~protein isolate powder, ~~and~~tablet ~~this~~supplements ~~sales~~for ~~channel~~joint ishealth, ~~becoming~~nitric aoxide, ~~major~~post ~~contributor~~workout blends, Omega-3 supplements, and pre-workout supplements, among others. Due to the ~~growth~~high cost of the license associated with Sports Illustrated Nutrition, the ~~brand~~license ~~online.~~agreement ~~All~~was surrendered, and future products ~~are~~will ~~packaged~~be inmarketed ~~eco-friendly~~under ~~and~~the ~~bio-degradable~~GSP ~~packaging~~brand.

4First Health

~~GSP~~First Health is primarily engaged in the development and distribution of a wide variety of nutritional products, including antioxidant rich supplements, plant-based protein, alkalizing nutrients and products designed for weight management.

~~GSP~~First Health isshares athe ~~sports~~Greens ~~nutrition~~First ~~company.~~line Itof ~~offers nutritional~~branded ~~supplements~~products ~~for~~which ~~athletes~~have ~~and~~been ~~active~~specifically ~~lifestyle~~marketed ~~consumers~~to ~~through~~the ahealthcare ~~variety~~provider ofsector. ~~wellness~~These vitamins ~~solutions~~ and ~~delivery~~supplements ~~methods,~~have ~~including powders,~~been ~~tablets~~sold ~~and~~on ~~soft~~a ~~gels~~business-to-business ~~that~~basis, ~~are formulated~~ direct-to-consumer, ~~support~~as ~~energy~~well ~~and~~as ~~performance;~~sold ~~nutrition~~utilizing ~~and~~an ~~wellness;~~international medical ~~and~~distribution ~~focus and clarity~~company.

~~GSP’s initial line of nutritional products~~The ~~are~~mission ~~marketed~~is ~~under~~to ~~the~~create ~~Sports~~a ~~Illustrated~~healthier ~~Nutrition~~world ~~brand.~~with ~~The~~nutritious ~~product~~wellness ~~line~~products ~~currently~~made ~~consists~~from ofthe ~~whey~~highest ~~protein~~quality ~~isolate~~ingredients ~~powder, tablet supplements~~ for ~~joint~~superior ~~health, nitric oxide, post workout blends, Omega-3 supplements, and pre-workout supplements, among others~~benefits.

We believe that the Sports Illustrated brand is one of the most recognized brands in sports and athletics. GSP has a license for the exclusive use of the Sports Illustrated brand (excluding the Sports Illustrated Swimsuit brand for which it has a right of first offer under the license) for certain dietary and nutritional supplements, in each case to be sold to/through certain approved accounts in the United States and Canada. See “—Intellectual Property” below for additional details regarding this license.Nexus

~~Ceautamed~~Nexus operates a cost per action/cost per acquisition network. This network consists of hundreds of digital marketers who stand ready to market products introduced to the Nexus network. The cost per action/cost per acquisition model is where digital marketers are paid for an action (e.g., a product sale or lead generation) that is taken as a direct result of their marketing efforts. Through the digital marketer’s method of marketing, the digital marketer sends traffic to one of the product vendor’s offers listed on the network.

~~Ceautamed~~Nexus has relationships with both product vendors and digital marketers. A product vendor is ~~based~~a inNexus customer ~~Boca~~that ~~Raton~~has products, ~~Florida~~whether digital or physical, for sale and is ~~primarily~~looking ~~engaged~~for inincreased ~~the~~sales ~~development~~through ~~and~~digital ~~distribution~~marketing avenues from digital marketers. Digital marketers are Nexus contractors that engage in digital marketing. An example of a ~~wide~~digital ~~variety~~marketer is someone who has a strong Facebook following, or a strong knowledge of ~~nutritional~~Facebook ad marketing. Other examples include google ad marketing or email marketers who send marketing messages to an opted in list of subscribers. Historically, Nexus’ customers consisted exclusively of owners of digital products that were also delivered digitally. Following our acquisition of Nexus, ~~including~~BSNM, ~~antioxidant~~DSO, ~~rich~~GSP ~~supplements~~and Ceautamed, ~~plant-based~~as ~~protein~~well as any additional nutraceutical companies that we acquire in the future, ~~alkalizing~~will ~~nutrients~~also become customers of Nexus. Nexus will use its online marketplace to market our nutraceutical products through its network of digital marketers. Our nutraceutical product companies will then sell and physically deliver the nutraceutical products ~~designed~~to ~~for~~the ~~weight~~end ~~management~~users identified through the efforts of the digital marketers. Nexus has the ability to “plug and play” with any of the products sold by companies that we may acquire in the future as we can take the consumer facing products being sold by those companies and seamlessly add them to the Nexus network to generate sales.

Ceautamed owns the Greens First line of branded products which have been specifically marketed to the healthcare provider sector. These vitamins and supplements have been sold on a business-to-business basis, direct-to-consumer, as well as sold utilizing an international medical distribution company.5

~~The~~Product vendors ~~mission~~come isto Nexus to ~~create~~increase sales of their products and digital marketers come to Nexus to receive a ~~healthier~~commission ~~world~~in ~~with~~exchange for ~~nutritious~~their ~~wellness~~marketing ~~products~~efforts, ~~made~~which ~~from~~are designed to generate sales for the ~~highest~~product ~~quality~~vendors. ~~ingredients~~When a digital marketer’s marketing efforts results in a sale of a product by a product vendor, the digital marketer is then credited with a commission. The product vendor is billed weekly for ~~superior~~the ~~benefits~~sales that the product vendor makes during the week as the result of such digital marketers’ marketing efforts. The product vendor pays Nexus and Nexus pays the digital marketer. This is an anonymous transaction as digital marketers and product vendors are only defined inside the marketplace by an offer name (product vendor) and an affiliate number (digital marketer).

~~Nexus~~Manufacturing, Distribution and Quality Control

~~Nexus~~ DSO operates a ~~cost~~30,000 ~~per~~square ~~action/cost~~foot ~~per~~manufacturing ~~acquisition network.~~facility ~~This~~in ~~network~~Riviera ~~consists~~Beach, ofFlorida. ~~hundreds~~This offacility ~~digital~~is ~~marketers~~primarily ~~who~~focused ~~stand~~on ~~ready to market products introduced to~~ the ~~Nexus network. The~~production ~~cost~~of ~~per~~natural ~~action/cost~~health ~~per~~and ~~acquisition~~wellness ~~model~~meal isreplacement ~~where~~products, ~~digital~~including ~~marketers~~nutrition ~~are~~bars, ~~paid~~cookies, ~~for~~soups anand ~~action (e.g.~~shakes, aas ~~product~~well ~~sale~~as orsome ~~lead generation)~~vitamin ~~that~~and issupplement ~~taken~~capabilities such as ~~a direct result of their marketing efforts~~powders. ~~Through~~In ~~the~~addition ~~digital~~to ~~marketer’s~~our ~~method~~own ~~of marketing~~products, ~~the~~DSO ~~digital~~manufactures ~~marketer sends~~products ~~traffic~~on tobehalf ~~one~~ of ~~the~~third ~~product vendor’s offers listed on the network.~~ parties

~~Nexus has relationships with both product vendors~~GSP ~~and~~operated ~~digital~~an ~~marketers.~~18,000 Asquare ~~product~~foot ~~vendor~~manufacturing isfacility ain ~~Nexus customer that has products~~Doral, ~~whether digital or physical, for sale and is looking for increased sales through digital marketing avenues from digital marketers~~Florida. ~~Digital~~This ~~marketers~~facility ~~are~~primarily ~~Nexus~~focused ~~contractors~~on ~~that~~the ~~engage~~contract ~~in digital~~manufacturing ~~marketing. An example~~ of avitamins ~~digital~~and ~~marketer is someone who has a strong Facebook following~~supplements, orwith a ~~strong~~particular ~~knowledge~~emphasis ofon ~~Facebook~~the ~~ad marketing.~~production ~~Other examples include google ad marketing or email marketers who send marketing messages to an opted in list~~ of ~~subscribers. Historically~~tablets, ~~Nexus’~~capsules ~~customers consisted exclusively of owners of digital products that were also delivered digitally. Following our acquisition of Nexus, BSNM, DSO, GSP~~ and ~~Ceautamed~~powders, asalong ~~well~~with asturn-key ~~any additional nutraceutical companies that we acquire in the future,~~solutions ~~will~~for ~~also~~packaging ~~become~~these ~~customers~~health ~~of Nexus. Nexus will use its online marketplace to market our nutraceutical products through its network of digital marketers. Our nutraceutical product companies will then sell~~ and ~~physically~~wellness ~~deliver the nutraceutical~~ products toin ~~the~~a ~~end~~wide ~~users identified~~variety ~~through the efforts~~ of ~~the~~bottles, ~~digital~~jars, ~~marketers.~~sachets ~~Nexus has the ability to “plug~~ and ~~play”~~stick ~~with~~packs. ~~any~~During of2024, the ~~products~~equipment ~~sold~~and byinventory ~~companies~~located ~~that~~at ~~we may acquire in~~ the ~~future~~Doral asfacility wewas ~~can~~transferred ~~take the consumer facing products being sold by those companies and seamlessly add them~~ to the ~~Nexus~~facility ~~network~~in toRiviera ~~generate~~Beach, ~~sales~~Florida.

~~Product vendors come to Nexus to increase sales~~First ofHealth ~~their~~relies ~~products~~on ~~and~~third-party ~~digital~~contract ~~marketers~~manufacturers ~~come~~ to ~~Nexus~~manufacture toits ~~receive a commission in exchange for their marketing efforts, which are designed to generate sales for the product vendors~~products. When a digital marketer’s marketing efforts results in a sale of a product by a product vendor, the digital marketer is then credited with a commission. The product vendor is billed weekly for the sales that the product vendor makes during the week as the result of such digital marketers’ marketing efforts. The product vendor pays Nexus and Nexus pays the digital marketer. This is an anonymous transaction as digital marketers and product vendors are only defined inside the marketplace by an offer name (product vendor) and an affiliate number (digital marketer).

5All our manufacturing operations are subject to good manufacturing practices, or GMPs, promulgated by the U.S. Food and Drug Administration, or the FDA, and other applicable regulatory standards. We believe our manufacturing processes comply with the GMPs for dietary supplements or foods, and our manufacturing and distribution facilities generally have sufficient capacity to meet our current business requirements and our currently anticipated sales. We place special emphasis on quality control. We assign lot numbers to all raw materials and initially hold them in quarantine while our quality department evaluates them for compliance with established specifications. Once released, we retain samples and process the material according to approved formulas by blending, mixing and technically processing as necessary. We manufacture products in final delivery form as a capsule, tablet, powder, or nutrition bar. After a product is manufactured, our laboratory analysts test its weight, purity, potency, disintegration and dissolution, if applicable, utilizing both internal equipment and third-party labs. We hold the product in quarantine until we complete the quality evaluation and determine that the product meets all applicable specifications before packaging. When the manufactured product meets all specifications, our automated packaging equipment packages the product with at least one tamper-evident safety seal and affixes a label, an indelible lot number and, in most cases, the expiration or “best by” date.

~~Manufacturing~~Our manufacturing operations are designed to allow low-cost production of a wide variety of products of different quantities, ~~Distribution~~physical sizes and ~~Quality~~packaging ~~Control~~formats, while maintaining a high level of customer service and quality. Flexible production line changeover capabilities and reduced cycle times allow us to respond quickly to changes in manufacturing schedules and customer demands.

~~BSNM operates a 22,000 square foot manufacturing~~We ~~facility~~have ininventory ~~Doral,~~control ~~Florida.~~systems ~~This~~at ~~facility~~our ~~primarily~~facilities ~~focuses~~that ontrack ~~the~~each ~~contract~~ manufacturing ~~of vitamins~~ and ~~supplements,~~packaging ~~with~~component aas ~~particular emphasis~~we onreceive ~~the~~it ~~production~~from ofour ~~tablets,~~supply sources ~~capsules~~through ~~and~~manufacturing ~~powders, along with turn-key solutions for packaging these health~~ and ~~wellness~~shipment ~~products in a wide variety~~ of ~~bottles,~~each ~~jars,~~product ~~sachets~~to ~~and stick packs~~customers. ~~From~~To ~~inception~~facilitate ~~through~~this ~~December 31~~tracking, ~~2022,~~most ~~it has manufactured nutritional~~ products ~~for~~we ~~approximately~~sell ~~245~~are ~~companies,~~bar ~~and~~coded. We ~~during~~believe ~~the~~our ~~year~~distribution ~~ended~~capabilities ~~December~~increase ~~31,~~our ~~2022,~~flexibility itin ~~manufactured~~responding ~~nutritional~~to ~~products~~our ~~for~~customers’ ~~approximately 23~~delivery ~~companies~~requirements.

DSO operates a 30,000 square foot manufacturing facility in Riviera Beach, Florida. This facility is primarily focused on the production of natural health and wellness meal replacement products, including nutrition bars, cookies, soups and shakes, as well as some vitamin and supplement capabilities such as powders. In addition to our own products, DSO manufactures products on behalf of third parties. From inception through December 31, 2022, it has manufactured nutritional products for approximately 29 companies, and during the year ended December 31, 2022, it manufactured nutritional products for approximately 21 companies.6

~~GSP~~Raw Materials and ~~Ceautamed rely on third-party contract manufacturers to manufacture their products.~~Suppliers

~~All~~In ~~our~~fiscal ~~manufacturing~~2023 ~~operations~~and ~~are~~2022, ~~subject to~~we ~~good~~spent ~~manufacturing~~approximately ~~practices~~$1,988,000 orand ~~GMPs~~$9,335,000, respectively, ~~promulgated~~on byraw ~~the~~materials, ~~FDA~~excluding ~~and~~shipping ~~other~~packaging ~~applicable~~and ~~regulatory~~similar ~~standards~~product materials. WeThe ~~believe~~principal ~~our~~raw ~~manufacturing processes~~materials ~~comply~~required ~~with~~in ~~the~~our operations ~~GMPs~~are ~~for~~food ~~dietary~~ingredients, ~~supplements~~vitamins, orminerals, ~~foods~~herbs, gelatin, labels, and ~~our~~bottles. ~~manufacturing~~We ~~and~~believe ~~distribution~~that ~~facilities~~there ~~generally~~are ~~have~~adequate ~~sufficient~~sources of ~~capacity~~supply tofor ~~meet~~all our ~~current~~principal ~~business~~raw ~~requirements~~materials, and ~~our~~in ~~currently~~general ~~anticipated~~we ~~sales.~~maintain Wetwo ~~place~~to ~~special~~three ~~emphasis~~suppliers onfor ~~quality~~many ~~control. We~~of ~~assign~~our ~~lot~~raw ~~numbers~~materials. From time to ~~all~~time, ~~raw~~weather ~~materials~~or ~~and~~unpredictable ~~initially~~fluctuations ~~hold~~in ~~them~~the insupply ~~quarantine~~and ~~while~~demand ~~our~~may ~~quality~~affect ~~department~~price, ~~evaluates~~quantity, ~~them~~availability, ~~for~~or ~~compliance with~~selection ~~established~~of ~~specifications~~raw materials. ~~Once~~We ~~released,~~believe wethat ~~retain~~our ~~samples~~strong ~~and~~relationships ~~process~~with ~~the~~our ~~material~~suppliers ~~according~~yield tohigh ~~approved~~quality, ~~formulas~~competitive ~~by blending~~pricing, ~~mixing~~ and ~~technically~~overall ~~processing~~good asservice to ~~necessary~~our customers. WeAlthough ~~manufacture~~we ~~products~~cannot inbe ~~final~~sure ~~delivery~~that ~~form~~our assources aof ~~capsule,~~supply ~~tablet,~~for ~~powder,~~our orprincipal ~~nutrition bar.~~raw ~~After~~materials awill ~~product~~be isadequate ~~manufactured~~in all circumstances, we ~~our~~believe ~~laboratory~~that ~~analysts~~we ~~test~~can ~~its~~develop ~~weight,~~alternate ~~purity,~~sources ~~potency,~~in ~~disintegration~~a timely and ~~dissolution,~~cost-effective manner if ~~applicable,~~our current sources become inadequate. During ~~utilizing~~fiscal ~~both~~2023, ~~internal~~we ~~equipment~~had ~~and~~one ~~third-party~~significant ~~labs.~~raw Wematerial ~~hold~~supplier ~~the~~accounted ~~product~~for in22% ~~quarantine~~of ~~until~~our weraw ~~complete~~material ~~the~~purchases. ~~quality~~Due ~~evaluation~~to ~~and~~availability of numerous ~~determine~~alternative raw material suppliers, we do not believe that the ~~product~~loss ~~meets~~of ~~all~~any ~~applicable~~single ~~specifications~~raw ~~before~~material ~~packaging.~~supplier ~~When~~would ~~the~~have ~~manufactured~~a ~~product~~material ~~meets~~adverse effect ~~all~~on ~~specifications,~~ our ~~automated~~consolidated ~~packaging~~financial ~~equipment~~condition ~~packages~~or ~~the~~results ~~product~~of ~~with~~operations. atSee ~~least~~Item ~~one~~1A ~~tamper-evident~~“Risk ~~safety~~Factors—Risks ~~seal~~Related ~~and~~to ~~affixes~~Our Business aand ~~label,~~Industry—An anincrease ~~indelible lot~~in ~~number~~the price and, inshortage ~~most~~of ~~cases,~~supply ~~the~~of ~~expiration~~key orraw ~~“best~~materials ~~by”~~could ~~date~~adversely affect our business.”

~~Our manufacturing operations are designed to~~Sales ~~allow low-cost production of a wide variety of products of different quantities, physical sizes~~ and packaging formats, while maintaining a high level of customer service and quality. Flexible production line changeover capabilities and reduced cycle times allow us to respond quickly to changes in manufacturing schedules and customer demands.Marketing

We employ ~~have~~many ~~inventory~~different ~~control~~techniques ~~systems~~and atstrategies within our ~~facilities that~~marketing ~~track~~initiatives. ~~each~~These ~~manufacturing~~include ~~and~~direct ~~packaging~~to ~~component~~consumer asoutreach, weuse ~~receive~~of itinfluencers through ~~from~~social ~~our~~media, ~~supply~~Facebook ~~sources~~targeting, ~~through~~focused ~~manufacturing~~e-mail campaigns, and ~~shipment~~traditional ~~of each~~media. ~~product~~Our tomarketing ~~customers.~~goal Tois ~~facilitate~~always ~~this~~to ~~tracking,~~increase ~~most~~visibility and ~~products~~relevance weof ~~sell~~our ~~are~~brands ~~bar~~in ~~coded.~~the Weminds ~~believe~~of our ~~distribution~~customers ~~capabilities increase~~and ~~our~~potential ~~flexibility~~customers. inWe ~~responding~~hope to expand our ~~customers’~~programs ~~delivery~~to ~~requirements~~include experimental marketing techniques in the future.

~~Raw~~We recently ~~Materials~~shifted ~~and~~the ~~Suppliers~~marketing focus of Nexus to target the nutraceutical industry away from all other efforts, which we believe will become a value-added component of our marketing strategies.

In fiscal 2022 and 2021, we spent approximately $9,335,000 and $3,454,000, respectively, on raw materials, excluding packaging and similar product materials. The principal raw materials required in our operations are vitamins, minerals, herbs, and gelatin. We believe that there are adequate sources of supply for all our principal raw materials, and in general we maintain two to three suppliers for many of our raw materials. From time to time, weather or unpredictable fluctuations in the supply and demand may affect price, quantity, availability, or selection of raw materials. We believe that our strong relationships with our suppliers yield high quality, competitive pricing, and overall good service to our customers. Although we cannot be sure that our sources of supply for our principal raw materials will be adequate in all circumstances, we believe that we can develop alternate sources in a timely and cost-effective manner if our current sources become inadequate. During fiscal 2022, two raw material suppliers, American International Foods and Univar USA, accounted for 16% and 11%, respectively, our raw material purchases. Due to availability of numerous alternative raw material suppliers, we do not believe that the loss of any single raw material supplier would have a material adverse effect on our consolidated financial condition or results of operations. See Item 1A “Risk Factors—Risks Related to Our Business and Industry—An increase in the price and shortage of supply of key raw materials could adversely affect our business.”Customers

6DSO, GSP and First Health primarily sell products to customers under individual purchase orders placed by them under their standard terms and conditions of sale. These terms and conditions generally include insurance requirements, representations by us with respect to the quality of our products and our manufacturing process, our obligations to comply with law, and indemnifications by us if we breach our representations or obligations. There is no commitment from any customer to purchase from us, or from us to sell to them, any minimum amount of product. During fiscal 2023, Amazon and Boxout, accounted for 31% and 31%, respectively, of our total revenues.

~~Sales~~First Health has distribution agreements with Boxout whereby it acts as an exclusive distributor for certain of First Health’s products to professional health and ~~Marketing~~wellness providers and service locations, along with distributors selling to such providers and locations, within the U.S. and Canada, as well as through e-commerce websites Amazon, Ebay and Walmart.

WeAs described ~~employ~~above, ~~many~~Nexus’ ~~different~~customers ~~techniques~~are ~~and~~product ~~strategies within~~vendors. ~~our~~Although ~~marketing~~the ~~initiatives.~~number ~~These~~of ~~include~~customers ~~direct~~that toNexus has ~~consumer~~fluctuates ~~outreach~~from year to year, ~~use~~it ofhas ~~influencers~~established ~~through~~long-term ~~social~~relationships ~~media,~~with ~~Facebook~~its ~~targeting~~significant product vendors, ~~focused~~but eit does not have long-~~mail~~term ~~campaigns,~~contracts ~~and~~with ~~traditional~~any ~~media~~of its customers. ~~Our~~The ~~marketing~~relationship ~~goal~~with iscustomers ~~always~~can tobe ~~increase~~terminated ~~visibility~~at ~~and~~any ~~relevance~~time by either party; however, as a result of ~~our~~Nexus’ ~~brands~~extensive innetwork ~~the~~of digital marketers, which drive sales for product vendors, ~~minds~~the average length of ~~our~~Nexus’ ~~customers~~relationships ~~and~~with ~~potential~~its significant customers is 3 years. WeMost ~~hope~~of toNexus’ ~~expand~~customers ~~our~~are ~~programs~~acquired through toexisting ~~include~~customer ~~experimental~~referrals. Nexus also attends Internet marketing ~~techniques~~conferences into ~~the~~promote ~~future~~is service.

WeThe loss ~~recently~~of ~~shifted~~any ~~the~~major ~~marketing~~customer ~~focus~~would ofhave ~~Nexus~~ a material adverse effect on us if we were unable to ~~target~~replace ~~the~~that ~~nutraceutical~~customer. ~~industry~~See ~~away~~Item ~~from~~1A ~~all~~“Risk Factors—Risks ~~other~~Related ~~efforts,~~to ~~which~~Our weBusiness ~~believe~~and ~~will~~Industry—Our ~~become~~major customers account for a ~~value-added~~significant ~~component~~portion of our ~~marketing~~consolidated ~~strategies~~net sales and the loss of any major customer could have a material adverse effect on our results of operations.”

~~Customers~~Competition

~~BSNM,~~The nutraceutical ~~DSO~~industry is highly competitive. Our competitors include a number of large, ~~GSP~~nationally ~~and~~known ~~Ceautamed~~brands ~~primarily~~such ~~sell~~as ~~products~~Nature Made to(Pharmavite), ~~customers~~Nature’s ~~under~~Bounty, ~~individual~~GNC, ~~purchase~~Spectrum ~~orders~~(Hain ~~placed~~Celestial), byCountry ~~them~~Life, ~~under~~Garden ~~their~~of ~~standard~~Life ~~terms~~and Jarrow Formulas, and ~~conditions~~many ofsmaller brands, ~~sale~~manufacturers and distributors. ~~These~~The ~~terms~~sales ~~and~~of ~~conditions generally~~products ~~include~~through ~~insurance~~online ~~requirements,~~marketplace ~~representations~~platforms bysuch usas ~~with~~Amazon ~~respect~~and firms’ websites continue to ~~the~~expand. ~~quality~~Private oflabel products also provide competition to our products. ~~and~~Whole ~~our~~Foods ~~manufacturing~~Market, ~~process~~Walmart, CVS, Walgreens and ~~our~~many ~~obligations~~health tostores ~~comply~~also ~~with~~sell ~~law,~~a ~~and~~portion ~~indemnifications~~of bytheir usnutritional ifsupplement weofferings ~~breach~~under ~~our~~their ~~representations~~own orprivate ~~obligations~~labels. ~~There~~Private islabel ~~no commitment~~products ~~from~~are ~~any~~often ~~customer~~sold at a discount to ~~purchase~~branded ~~from~~products. ~~us,~~We oralso ~~from~~compete uswith todistributors that sell products to ~~them,~~health ~~any~~stores ~~minimum~~as ~~amount~~well ofas ~~product~~mass market retailers such as United Natural Foods and KeHE Distributors. ~~During~~In ~~fiscal~~addition, ~~2022~~several major pharmaceutical companies continue to offer nutritional supplement lines in the mass market, ~~Amazon~~including Centrum (Pfizer and ~~Costco,~~GSK) and One-A-Day (Bayer). Pharmaceutical companies ~~accounted~~also ~~for~~offer ~~30%~~prescription and ~~10%,~~over-the-counter ~~respectively~~products that are or may be competitive with nutritional supplements, particularly with regard to certain categories of ~~our~~products. ~~total~~Finally, ~~revenues~~as the nutraceutical market generally has low barriers to entry, additional competitors enter the market regularly.

Ceautamed has also entered distribution agreements with Boxout whereby it acts as an exclusive distributor of certain of Ceautamed’s products to professional health and wellness providers and service locations, and to any distributors selling to such providers and locations, within the U.S. and Canada, as well as through e-commerce websites Amazon, Ebay and Walmart.7

~~As described above,~~ Nexus’ ~~customers are~~ ~~product~~competitors ~~vendors.~~would ~~Although~~be ~~the~~any ~~number~~digital ofmarketing ~~customers~~agency ~~that~~in ~~Nexus~~the ~~has~~cost ~~fluctuates~~per ~~from~~acquisition ~~year~~space looking to ~~year,~~acquire itexclusive ~~has~~advertiser ~~established~~offers ~~long-term relationships~~and ~~with~~high ~~its~~end ~~significant~~publishers ~~product~~who ~~vendors, but it does not have long-term contracts with any of its customers. The relationship with customers~~ can besend ~~terminated~~high atamounts ~~any time by either party; however, as a result~~ of ~~Nexus’~~traffic ~~extensive~~through ~~network of~~ digital ~~marketers,~~marketing ~~which~~media. ~~drive sales~~Examples ~~for~~include ~~product vendors~~Ca$hNetwork, ~~the average length of Nexus’ relationships with its significant customers is 3 years. Most of Nexus’~~OfferBlueprint ~~customers~~and ~~are acquired through existing customer referrals~~MaxBounty. ~~Nexus also attends Internet marketing conferences to promote is service.~~

~~The loss of any major customer would have a material~~Competitive adverse effect on us if we were unable to replace that customer. See Item 1A “Risk Factors—Risks Related to Our Business and Industry—Our major customers account for a significant portion of our consolidated net sales and the loss of any major customer could have a material adverse effect on our results of operations.”Strengths

~~Competition~~Based on management’s belief and experience in the industry, we believe that the following competitive strengths enable us to compete effectively.

~~The~~● ~~nutraceutical~~Proprietary ~~industry~~manufacturing isfacilities. ~~highly~~GSP ~~competitive. Our~~and ~~competitors~~DSO ~~include~~own aand ~~number~~operate ofproprietary ~~large~~manufacturing facilities, ~~nationally~~which ~~known~~allow ~~brands~~for ~~such~~a ashigh ~~Nature~~level ~~Made~~of ~~(Pharmavite),~~managerial ~~Nature’s~~control ~~Bounty,~~over ~~GNC,~~all ~~Spectrum (Hain~~aspects ~~Celestial)~~of production, ~~Country~~including ~~Life~~sourcing, ~~Garden~~logistics ~~of Life~~ and ~~Jarrow~~maintaining ~~Formulas,~~the ~~and~~highest ~~many~~levels ~~smaller~~of ~~brands,~~quality ~~manufacturers~~during ~~and~~the ~~distributors~~manufacturing process. ~~The~~Through ~~sales of~~direct ~~products~~ownership, ~~through~~we ~~online~~are ~~marketplace~~able ~~platforms~~to ~~such~~optimize asour ~~Amazon~~sales and ~~firms’~~marketing ~~websites~~practices ~~continue~~and toprovide ~~expand.~~a ~~Private~~completely ~~label~~integrated ~~products also~~approach, ~~provide~~all ~~competition~~solidified toby ~~our~~a ~~products.~~single ~~Whole~~manufacturing ~~Foods~~platform ~~Market,~~for ~~Walmart~~capsules, ~~CVS~~tablets, ~~Walgreens~~powders and ~~many~~various ~~health~~other ~~stores~~delivery ~~also~~methods ~~sell~~for aall ~~portion~~vitamins ofand ~~their nutritional~~supplements. ~~supplement~~In ~~offerings~~addition, ~~under~~as ~~their~~a ~~own~~ private ~~labels. Private~~ label ~~products~~contract ~~are~~manufacturer ~~often~~for ~~sold~~third atparties, awe ~~discount~~can toprovide ~~branded~~a ~~products. We~~turnkey ~~also~~solution ~~compete~~for ~~with~~brands ~~distributors~~and ~~that~~retailers ~~sell~~who ~~products~~want to ~~health~~minimize ~~stores~~their assupply ~~well~~chain asdisruption ~~mass~~and ~~market~~maximize ~~retailers~~their ~~such~~control asover ~~United~~product ~~Natural~~flow ~~Foods~~to ~~and KeHE~~end ~~Distributors~~customers. In addition, ~~several~~as ~~major~~a ~~pharmaceutical~~middle ~~companies~~market-sized ~~continue~~contract tomanufacturer, ~~offer~~we ~~nutritional~~are ~~supplement~~not ~~lines~~encumbered inby the ~~mass~~often ~~market, including~~overly ~~Centrum~~complex ~~(Pfizer~~processes ~~and~~that ~~GSK)~~our ~~and~~larger ~~One-A-Day~~competitors ~~(Bayer)~~may have. ~~Pharmaceutical~~We ~~companies~~can ~~also~~be ~~offer~~nimble ~~prescription~~ and highly adaptable, “flexing” with our customers’ needs as they change over time, which allows us to better service our ever-~~the-counter~~expanding ~~products that~~international client base. We are orable ~~may~~to bemaintain a competitive ~~with~~advantage ~~nutritional~~due ~~supplements~~to our vertically integrated operational control. This vertical integration also allows us to minimize intellectual property and data security risks, ~~particularly~~while also eliminating costs, improving focus, optimizing quality and launching with ~~regard~~a faster time-to-market ~~certain~~for ~~categories~~new of products. ~~Finally,~~We ~~as the~~retain ~~nutraceutical~~control ~~market~~over ~~generally~~every ~~has~~step ~~low~~of ~~barriers~~the tomanufacturing ~~entry~~processes, ~~additional~~allowing ~~competitors~~us ~~enter~~to ~~the~~establish ~~market~~our ~~regularly~~own institutional advantages and maximize efficiencies.

~~Nexus’~~● ~~competitors~~Established ~~would~~and betrusted ~~any~~brands. ~~digital marketing~~Smart ~~agency~~for Life, Doctors Scientific Organica, and Greens First are well-established brands in the ~~cost~~in ~~per~~the ~~acquisition~~health ~~space~~and ~~looking~~wellness toindustry. ~~acquire~~In ~~exclusive~~particular, ~~advertiser~~Smart ~~offers~~for Life products are currently sold in many of the largest big-box retailers in the United States and ~~high~~Canada, ~~end~~including ~~publishers~~Costco, ~~who~~Walmart, ~~can~~Sam’s ~~send high~~Club, ~~amounts~~BJ’s ofand ~~traffic~~Publix, as well as through ~~digital~~online ~~marketing~~channels ~~media~~such as Amazon. ~~Examples~~DSO ~~include~~has ~~Ca$hNetwork~~established a dedicated following of consumers that are strong believers in the high-quality vitamins and supplements it sells to its customers, ~~OfferBlueprint~~along with the eco-friendly and ~~MaxBounty~~bio-degradable packaging, with Amazon sales numbers continuing to increase as a result.

7● Client focused innovative research and development. We believe that our research and development team adds significant value to our company and our customers and is a differentiating factor for our company. We strive to be technology driven leveraging technology, science, and innovation in our research and development efforts. We work closely with our clients to create and develop new and exciting products. We frequently work directly with our customers in our research and development labs to create innovative solutions that create value for our customers in a timely manner. Our team works closely with physicians to create novel wholesome products that add nutritional and functional value.

~~Competitive~~● ~~Strengths~~Ability to market through captive marketing subsidiary. We believe that our subsidiary, Nexus, allows us access to a broad spectrum of marketing tools to be utilized across the entire spectrum of our products. We believe that having an experienced management team and existing customer base accessible to all of our other brands in our portfolio will allow us to drive sales and revenue of existing products as well as test new product offerings generated through our research and development.

~~Based~~● Referral only network based on ~~management’s~~long ~~belief~~term ~~and~~relationships. ~~experience in~~Nexus ~~the~~operates ~~industry~~a referral only network, meaning that all of its digital marketers are referred. There is no way to get a Nexus account other than being directly referred by a known good account holder. This allows Nexus to stem any fraudulent traffic, which we believe ~~that~~is ~~the~~a ~~following~~substantial competitive ~~strengths~~advantage ~~enable~~for usproduct tovendors. ~~compete~~We ~~effectively~~believe that these factors set Nexus apart from its competition.

● Proprietary manufacturing facilities. BSNM and DSO own and operate proprietary manufacturing facilities, which allow for a high level of managerial control over all aspects of production, including sourcing, logistics and maintaining the highest levels of quality during the manufacturing process. Through direct ownership, we are able to optimize our sales and marketing practices and provide a completely integrated approach, all solidified by a single manufacturing platform for capsules, tablets, powders and various other delivery methods for all vitamins and supplements. In addition, as a private label contract manufacturer for third parties, we can provide a turnkey solution for brands and retailers who want to minimize their supply chain disruption and maximize their control over product flow to end customers. In addition, as a middle market-sized contract manufacturer, we are not encumbered by the often overly complex processes that our larger competitors may have. We can be nimble and highly adaptable, “flexing” with our customers’ needs as they change over time, which allows us to better service our ever-expanding international client base. We are able to maintain a competitive advantage due to our vertically integrated operational control. This vertical integration also allows us to minimize intellectual property and data security risks, while also eliminating costs, improving focus, optimizing quality and launching with a faster time-to-market for new products. We retain control over every step of the manufacturing processes, allowing us to establish our own institutional advantages and maximize efficiencies.8

● Established and trusted brands. Smart for Life, Doctors Scientific Organica, Sports Illustrated Nutrition and Greens First are well-established brands in the in the health and wellness industry. In particular, Smart for Life products are currently sold in many of the largest big-box retailers in the United States and Canada, including Costco, Walmart, Sam’s Club, BJ’s and Publix, as well as through online channels such as Amazon. DSO has established a dedicated following of consumers that are strong believers in the high-quality vitamins and supplements it sells to its customers, along with the eco-friendly and bio-degradable packaging, with Amazon sales numbers continuing to increase as a result. We believe that the Sports Illustrated brand is one of the most recognized brands in sports and athletics. In connection with our acquisition of GSP, we acquired a license for the exclusive use of the Sports Illustrated brand (excluding the Sports Illustrated Swimsuit brand for which we have a right of first offer under the license) for certain dietary and nutritional supplements, in each case to be sold to/through certain approved accounts in the United States and Canada.Growth Strategies

~~● Client focused innovative research and development.~~ We will ~~believe that our research and development team adds significant value to our company and our customers and is a differentiating factor for our company. We~~ strive to begrow ~~technology driven leveraging technology, science, and innovation in~~ our ~~research~~business ~~and~~by ~~development~~pursuing ~~efforts.~~the Wefollowing ~~work~~growth ~~closely with our clients to create and develop new and exciting products~~strategies. We frequently work directly with our customers in our research and development labs to create innovative solutions that create value for our customers in a timely manner. Our team works closely with physicians to create novel wholesome products that add nutritional and functional value.

● ~~Ability~~Acquisition toof ~~market~~additional ~~through~~businesses. ~~captive~~The ~~marketing~~nutritional ~~subsidiary.~~products Weindustry is highly fragmented, and we believe that ~~our~~there ~~subsidiary,~~is ~~Nexus,~~a ~~allows~~large uspool ~~access~~of companies generating less than $20 million in revenues representing significant opportunity for industry consolidation. We plan to acquire multiple companies creating a ~~broad~~vertically ~~spectrum~~integrated ofcompany. ~~marketing~~As ~~tools~~noted above, we do not currently have sufficient capital to becomplete ~~utilized~~these ~~across~~acquisitions. We intend to raise capital for additional acquisitions primarily through debt financing at our operating company level, additional equity offerings by our company, or by undertaking a combination of any of the ~~entire~~above. ~~spectrum~~The sale of additional equity securities could result in dilution to our ~~products~~stockholders. WeThe ~~believe~~incurrence ~~that~~of ~~having~~indebtedness anwould ~~experienced~~result ~~management~~in ~~team~~increased debt service obligations and ~~existing~~could ~~customer~~require ~~base~~us ~~accessible~~to agree to ~~all~~operating ofand financial covenants that would restrict our ~~other~~operations. ~~brands~~Financing may not be available in ~~our~~amounts ~~portfolio~~or ~~will~~on ~~allow~~terms acceptable to us, if at all. There is no guarantee that we will be able to ~~drive~~acquire ~~sales~~additional ~~and~~businesses ~~revenue~~under ofthe ~~existing~~terms ~~products~~outlined asabove ~~well~~or asthat ~~test~~we ~~new~~will ~~product~~be ~~offerings~~able ~~generated~~to ~~through~~find additional acquisition candidates should we terminate our ~~research~~plans ~~and~~for ~~development~~any of our current acquisition targets.

● ~~Referral~~Increase ~~only~~sales ~~network~~from ~~based~~existing onand ~~long~~new ~~term relationships~~customers. ~~Nexus~~We ~~operates~~expect ato ~~referral~~continue ~~only~~to ~~network,~~drive ~~meaning~~growth ~~that~~for ~~all~~our ofconsumer ~~its~~products ~~digital~~branded ~~marketers~~business ~~are~~through ~~referred.~~our ~~There~~increased isfocus noon ~~way~~our totop ~~get~~brands aand ~~Nexus~~continued ~~account~~expansion ~~other~~in ~~than~~various ~~being~~health ~~directly~~and ~~referred~~wellness bycategories, awhich ~~known~~we ~~good~~expect ~~account~~to ~~holder.~~result ~~This~~in ~~allows~~incremental ~~Nexus~~shelf tospace ~~stem~~with ~~any~~existing ~~fraudulent~~customers ~~traffic,~~and ~~which~~new wecustomer ~~believe~~additions. isWe aexpect ~~substantial~~that ~~competitive~~our ~~advantage~~focus ~~for~~on delivering tangible benefits to consumers through product ~~vendors.~~innovation ~~Nexus~~will ~~has~~not only benefit us but also ~~established~~benefit ~~long~~our ~~term~~customers. ~~relationships~~Our ~~with~~ability ~~its~~to ~~product~~supply ~~vendors~~both branded and ~~offers~~private ~~competitive~~label ~~bonuses~~products broadens and deepens our partnerships with key retail customers, providing us more opportunities for ~~its~~category ~~digital~~leadership ~~marketer~~and ~~base~~growth. We ~~believe~~view ~~that~~the ~~these~~private ~~factors~~label ~~set~~business ~~Nexus~~as ~~apart~~an ~~from~~important ~~its~~and ~~competition~~valuable service that we provide to key accounts.

~~Growth~~● ~~Strategies~~Further penetrate international markets. Our products are currently marketed and sold in approximately two countries. In fiscal 2023, approximately 4% of our sales were to customers outside the United States. We plan to capitalize on our marketing and distribution capabilities to drive incremental international sales of our consumer product brands in emerging markets, which are characterized by a rising middle class and a strong demand for high quality nutritional and wellness products from U.S.-based manufacturers.

● Drive productivity through operational efficiencies. We ~~will~~expect ~~strive~~to continue to ~~grow~~focus on improving efficiency across our ~~business~~operations byto ~~pursuing the~~allow ~~following~~us ~~growth~~to ~~strategies~~reduce costs in our manufacturing facilities as well as across our overhead cost areas. Our acquisition of DSO significantly increased our production capacity. In addition, we have launched an initiative to optimize our product portfolio, which we expect will enable further efficiencies across our manufacturing network. We are also introducing new initiatives that leverage automation, standardization and simplification and are expected to increase productivity across our operations.

● Acquisition of additional businesses. The nutritional products industry is highly fragmented with a large pool of companies generating less than $20 million in revenues representing significant opportunity for industry consolidation. As noted above, we plan to acquire multiple companies aggregating a minimum of $300 million in annualized revenues by the fourth quarter of 2026. As noted above, we also do not currently have sufficient capital to complete these acquisitions. We intend to raise capital for additional acquisitions primarily through debt financing at our operating company level, additional equity offerings by our company, or by undertaking a combination of any of the above. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. There is no guarantee that we will be able to acquire additional businesses under the terms outlined above or that we will be able to find additional acquisition candidates should we terminate our plans for any of our current acquisition targets.Intellectual Property

8We believe trademark protection is particularly important to the maintenance of the recognized brand names under which we market our products. We own or have rights to material trademarks or trade names that we use in conjunction with the sale of our products, including the Smart for Life, Doctors Scientific Organica, and Greens First, and brand names. We also own website domain names and have proprietary methodologies that we use in our manufacturing businesses. We also rely upon trade secrets, know-how, continuing technological innovations and licensing opportunities to develop and maintain our competitive position.

●We protect ~~Increase~~our ~~sales~~intellectual ~~from~~property ~~existing~~rights ~~and~~through ~~new~~a ~~customers.~~variety Weof ~~expect~~methods, toincluding ~~continue~~trademark, topatent ~~drive~~and ~~growth~~trade ~~for~~secret ~~our~~laws, ~~consumer~~as ~~products~~well ~~branded~~as confidentiality ~~business~~agreements ~~through~~and ~~our~~proprietary ~~increased~~information ~~focus~~agreements onwith ~~our~~vendors, ~~top~~employees, ~~brands~~consultants and ~~continued~~others ~~expansion~~who inhave ~~various~~access ~~health~~to our ~~and~~proprietary ~~wellness~~information. ~~categories,~~Protection ~~which~~of weour ~~expect~~intellectual property often affords us the opportunity to ~~result~~enhance our position in ~~incremental~~the marketplace ~~shelf~~by ~~space~~precluding ~~with~~our ~~existing~~competitors ~~customers~~from ~~and~~using ~~new~~or ~~customer~~otherwise ~~additions~~exploiting our technology and brands. We ~~expect~~are ~~that~~also ~~our~~a ~~focus~~party onto ~~delivering~~several intellectual ~~tangible~~property ~~benefits~~license agreements relating to ~~consumers~~certain ~~through~~of ~~product~~our ~~innovation~~products. ~~will~~The ~~not~~duration ~~only~~of ~~benefit~~our ustrademark ~~but~~registrations ~~also~~is ~~benefit~~generally 10, ~~our~~15 ~~customers.~~or ~~Our~~20 years, ~~ability~~depending toon ~~supply~~the ~~both~~country ~~branded~~in which the marks are registered, and ~~private~~we ~~label~~can ~~products~~renew ~~broadens~~the registrations. The scope and duration ~~deepens~~of our ~~partnerships~~intellectual property protection varies throughout the world by jurisdiction and by individual product. Our global trademark portfolio, with ~~key~~the ~~retail~~aforementioned ~~customers~~registration durations, ~~providing~~consists usof ~~more~~our ~~opportunities~~core marks for ~~category~~our ~~leadership~~business and ~~growth~~our proprietary product brands which drive significant brand awareness for all of our businesses. Our Weproprietary ~~view~~product ~~the~~formulas ~~private~~and ~~label~~recipes, ~~business~~maintained as trade ansecrets, ~~important~~are significant to our growth and ~~valuable~~success ~~service~~as ~~that~~they weform ~~provide~~the tofoundation ~~key~~for ~~accounts~~our production and sales of effective, high quality products.

● Further penetrate international markets. Our products are currently marketed and sold in approximately two countries. In fiscal 2022, approximately 10% of our sales were to customers outside the United States. We plan to capitalize on our marketing and distribution capabilities to drive incremental international sales of our consumer product brands in emerging markets, which are characterized by a rising middle class and a strong demand for high quality nutritional and wellness products from U.S.-based manufacturers.9

● Drive productivity through operational efficiencies. We expect to continue to focus on improving efficiency across our operations to allow us to reduce costs in our manufacturing facilities as well as across our overhead cost areas. Our recent acquisition of DSO significantly increased our production capacity. In addition, we have launched an initiative to optimize our product portfolio, which we expect will enable further efficiencies across our manufacturing network. We are also introducing new initiatives that leverage automation, standardization and simplification and are expected to increase productivity across our operations.Employees

~~Intellectual~~As of ~~Property~~December 31, 2023, we had approximately 12 employees with approximately 7 of such employees being engaged in our manufacturing operations and the balance being engaged in management or middle management. None of our employees are represented by labor unions, and we believe that we have an excellent relationship with our employees.

We believe trademark protection is particularly important to the maintenance of the recognized brand names under which we market our products. We own or have rights to material trademarks or trade names that we use in conjunction with the sale of our products, including the Smart for Life, Doctors Scientific Organica, Greens First, and Sports Illustrated Nutrition brand names. We also own website domain names and have proprietary methodologies that we use in our manufacturing businesses. We also rely upon trade secrets, know-how, continuing technological innovations and licensing opportunities to develop and maintain our competitive position.Regulation

~~In January 2020, GSP entered into a license agreement,~~Our ~~which~~business ~~was~~is ~~amended~~subject onto ~~June~~varying 1,degrees ~~2020 and August 1, 2021, for the exclusive use~~ of ~~the~~regulation ~~Sports~~by ~~Illustrated brand (excluding the Sports Illustrated Swimsuit brand for which GSP has~~ a ~~right~~number of ~~first~~government ~~offer~~authorities ~~under the license)~~ in the United States, ~~and~~including ~~Canada~~the ~~for~~FDA, ~~dietary~~the Federal ~~and~~Trade ~~nutritional supplements~~Commission, inor the ~~form of capsules~~FTC, ~~softgel~~the ~~tablets,~~Consumer ~~chewable~~Product ~~tablets,~~Safety ~~lozenges~~Commission, ~~gummies,~~or ~~protein~~the ~~bars~~CPSC, ~~and~~the ~~protein~~U.S. ~~powders~~Department ~~and~~of ~~concentrates for~~Agriculture, ~~preparing sports drinks~~ or ~~energy drinks~~the USDA, and ~~the~~U.S. ~~non-exclusive~~Environmental ~~right~~Protection toAgency, ~~use~~or the ~~brand~~EPA. ~~for~~Various agencies of the ~~production~~state and ~~sale~~localities ~~of shaker bottles,~~ in ~~each~~which ~~case~~we tooperate beand ~~sold~~in ~~to/through~~which our ~~certain~~products ~~approved~~are ~~accounts~~sold inalso ~~the~~regulate ~~United~~our ~~States and Canada~~business.

~~As consideration for the license, GSP must pay~~The ~~royalties~~areas inof anour ~~amount~~business that isthese ~~between 4%~~ and ~~14%~~other ofauthorities ~~net~~regulate sales (as defined in the license agreement) with certain amounts guaranteed in advance. The aggregate amount of such guaranteed royalties is $1 million for the initial term of the license agreement. In additioninclude, ~~GSP~~ ~~must~~among ~~contribute an amount ranging between 1% and 3% of its net sales to a common marketing fund, to be spent on an annual basis on marketing efforts, including advertising and promotional campaigns.~~others:

~~The~~● ~~license~~product ~~agreement~~claims ~~has a term of five years ending on December 31, 2024, with a right to renew for an additional five-year term by providing written notice of renewal between June 1, 2023~~ and July 31, 2023. The licensor may terminate the license agreement upon breach by GSP of the payment or other terms of the license agreement (which is not cured within the applicable cure period, if any, if such breach is capable of cure) or in the event of certain other customary termination events. GSP may terminate the license agreement upon a material breach by the licensor if such breach is not cured with thirty (30) business days of the licensor’s receipt of written notice thereof.advertising;

9● product labels;

We● protect our intellectual property rights through a variety of methods, including trademark, patent and trade secret laws, as well as confidentiality agreements and proprietary information agreements with vendors, employees, consultants and others who have access to our proprietary information. Protection of our intellectual property often affords us the opportunity to enhance our position in the marketplace by precluding our competitors from using or otherwise exploiting our technology and brands. We are also a party to several intellectual property license agreements relating to certain of our products. The duration of our trademark registrations is generally 10, 15 or 20 years, depending on the country in which the marks are registered, and we can renew the registrations. The scope and duration of our intellectual property protection varies throughout the world by jurisdiction and by individual product. ~~Our~~ingredients; ~~global trademark portfolio, with the aforementioned registration durations, consists of our core marks for our business~~ and our proprietary product brands which drive significant brand awareness for all of our businesses. Our proprietary product formulas and recipes, maintained as trade secrets, are significant to our growth and success as they form the foundation for our production and sales of effective, high quality products.

~~Employees~~● how we manufacture, package, distribute, import, export, sell and store our products.

~~As of December 31~~In addition, ~~2022,~~our weproducts ~~had~~sold ~~approximately 145~~in ~~employees~~foreign ~~with~~countries ~~approximately~~are 68also ofsubject ~~such~~to ~~employees~~regulation ~~being~~under ~~engaged~~various innational, ~~our~~local ~~manufacturing operations~~ and ~~the~~international ~~balance being engaged in~~laws ~~management~~that orinclude ~~middle~~provisions ~~management.~~governing, ~~None~~among ofother ~~our~~things, ~~employees~~the ~~are~~formulation, ~~represented~~manufacturing, bypackaging, ~~labor unions~~labeling, advertising and wedistribution of ~~believe~~dietary ~~that~~supplements weand ~~have~~over-the-counter ~~an excellent relationship with our employees~~drugs.

~~Regulation~~As a result of the acquisition of Nexus, we are also subject to laws and regulations generally applicable to providers of digital marketing services, including federal and state laws and regulations governing data security and privacy, unfair and deceptive acts and practices, advertising and content regulation.

~~Our~~We are ~~business~~also is subject to ~~varying degrees of regulation by~~ a ~~number~~variety of ~~government~~other ~~authorities~~regulations in the United States, including ~~the~~those ~~FDA,~~relating ~~the~~to ~~Federal Trade Commission~~taxes, ~~or the FTC~~employment, ~~the Consumer~~import ~~Product Safety Commission, or the CPSC, the U.S. Department of Agriculture, or the USDA,~~ and ~~U.S. Environmental Protection Agency~~export, ~~or the EPA. Various agencies of the state~~ and ~~localities~~intellectual ~~in which we operate and in which our products are sold also regulate our business~~property.

~~The areas of our business that these~~ Food and ~~other authorities~~Drug ~~regulate include, among others:~~Administration

●The Dietary ~~product~~Supplement ~~claims~~Health and ~~advertising~~Education Act of 1994, or DSHEA, amended the Federal Food, Drug, and Cosmetic Act, or the FDC Act, to establish a new framework governing the composition, safety, labeling, manufacturing and marketing of dietary supplements. Generally, under the FDC Act, dietary ingredients (i.e., vitamins; minerals; herb or other botanical; amino acids; or dietary substances for use by humans to supplement diet by increasing total dietary intake; or any concentrate, metabolite, constituent, extract or combination of any of the above) that were marketed in the United States prior to October 15, 1994 may be used in dietary supplements without notifying the FDA. New dietary ingredients (i.e., dietary ingredients that were not marketed in the United States before October 15, 1994) must be the subject of a new dietary ingredient notification submitted to the FDA unless the ingredient has been “present in the food supply as an article used for food” without being “chemically altered.” A new dietary ingredient notification must provide the FDA evidence of a “history of use or other evidence of safety” establishing that use of the dietary ingredient “will reasonably be expected to be safe.” A new dietary ingredient notification must be submitted to the FDA at least 75 days before the initial marketing of the new dietary ingredient. The FDA may determine that a new dietary ingredient notification does not provide an adequate basis to conclude that a dietary ingredient is reasonably expected to be safe. Such a determination could prevent the marketing of such dietary ingredient.

●In 2011 ~~product~~and ~~labels;~~2016, the FDA issued draft guidance setting forth recommendations for complying with the new dietary ingredient notification requirement. Although FDA guidance is non-binding and does not establish legally enforceable responsibilities, and companies are free to use an alternative approach if the approach satisfies the requirements of applicable laws and regulations, FDA guidance is a strong indication of the FDA’s current thinking on the topic discussed in the guidance, including its position on enforcement. At this time, it is difficult to determine whether the 2016 draft guidance (which replaced the 2011 draft guidance), if finalized, would have a material impact on our operations. However, if the FDA were to enforce the applicable statutes and regulations in accordance with the draft guidance as written, such enforcement could require us to incur additional expenses, which could be significant, and negatively impact our business in several ways, including, but not limited to, enjoining the manufacturing of our products until the FDA determines that we are in compliance and can resume manufacturing, increasing our liability and reducing our growth prospects.

~~● product ingredients; and~~10

●The FDA ~~how~~or weother ~~manufacture,~~agencies ~~package,~~could ~~distribute,~~take ~~import~~actions against products or product ingredients that, ~~export~~in their determination, present an unreasonable health risk to consumers that would make it illegal for us to sell ~~and~~such ~~store~~products. ~~our~~In addition, the FDA could issue consumer warnings with respect to the products or ingredients in such products that are sold in our stores. Such actions or warnings could be based on information received through FDC Act-mandated reporting of serious adverse events.

InWe take ~~addition,~~a ~~our~~number of actions to ensure the products ~~sold~~we insell ~~foreign~~comply ~~countries~~with the FDC Act. Some of these actions include maintaining and ~~are~~continuously ~~also~~updating ~~subject~~a tolist ~~regulation~~of ~~under~~restricted ~~various~~ingredients ~~national~~that will be prohibited from inclusion in any products that we sell. In addition, ~~local~~we have developed and ~~international~~maintain ~~laws~~a list of ingredients that ~~include~~we believe comply with the applicable provisions ~~governing~~of the FDC Act. As is common in our industry, ~~among~~we ~~other~~rely ~~things~~on some third-party vendors to ensure that the products they manufacture and sell to us comply with all applicable regulatory and legislative requirements. In general, we seek representations and warranties, indemnification and/or insurance ~~the~~from ~~formulation~~our vendors. However, ~~manufacturing~~even with adequate insurance and indemnification, ~~packaging~~any claims of non-compliance could significantly damage our reputation and consumer confidence in our products. In addition, ~~labeling~~the failure of such products to comply with applicable regulatory and legislative requirements could prevent us from marketing the products or require us to recall or remove such products from the market, which ~~advertising~~in certain cases could materially and ~~distribution~~adversely affect our business, financial condition and results of ~~dietary~~operations. ~~supplements~~A removal or recall could also result in negative publicity and ~~over-~~damage to our reputation that could reduce future demand for our products. In the~~-counter~~ past, ~~drugs~~we have attempted to offset any losses related to recalls and removals with reformulated or alternative products; however, there can be no assurance that we would be able to offset all or any portion of losses related to any future removal or recall.

AsThe FDC Act permits structure/function claims to be included in labels and labeling for dietary supplements without FDA pre-market approval. However, companies must have substantiation that the claims are “truthful and not misleading”, and must submit a ~~result~~notification with the text of the ~~acquisition~~claims ofto ~~Nexus~~the FDA no later than 30 days after marketing the dietary supplement with the claims. Permissible structure/function claims may describe how a particular nutrient or dietary ingredient affects the structure, wefunction ~~are~~or general well-being ~~also~~of ~~subject~~the body, or characterize the documented mechanism of action by which a nutrient or dietary ingredient acts to ~~laws~~maintain ~~and~~such ~~regulations~~structure or ~~generally~~function. ~~applicable~~The label or labeling of a product marketed as a dietary supplement may not expressly or implicitly represent that a dietary supplement will diagnose, cure, mitigate, treat or prevent a disease (i.e. a disease claim). If the FDA determines that a particular structure/function claim is an unacceptable disease claim that causes the product to ~~providers~~be regulated as a drug, a conventional food claim or an unauthorized version of ~~digital~~a ~~marketing~~“health ~~services~~claim,” ~~including~~or, ~~federal~~if ~~and~~the ~~state~~FDA ~~laws~~determines that a particular claim is not adequately supported ~~and~~by ~~regulations~~existing ~~governing~~scientific data ~~security~~or ~~and~~is ~~privacy~~false or misleading in any particular, ~~unfair~~we ~~and~~would ~~deceptive~~be ~~acts~~prevented from using the claim and ~~practices,~~would ~~advertising~~have to update our product labels and ~~content~~labeling ~~regulation~~accordingly.

WeIn addition, ~~are~~DSHEA ~~also~~provides that so-called “third-party literature,” e.g., “a publication, including an article, a chapter in a book, or an official abstract of a peer-reviewed scientific publication that appears in an article and was prepared by the author or the editors of the publication” supplements, when reprinted in its entirety, may be used “in connection with the sale of a dietary supplement to consumers” without the literature being subject to regulation as labeling. Such literature: (1) must not be false or misleading; (2) may not “promote” a ~~variety~~particular manufacturer or brand of dietary supplement; (3) must present a balanced view or is displayed or presented with other ~~regulations~~such items on the same subject matter so as to present ina balanced view of the ~~United~~available ~~States~~scientific information; (4) if displayed in an establishment, ~~including~~must ~~those~~be ~~relating~~physically separate from the dietary supplements; and (5) should not have appended to ~~taxes,~~it ~~employment~~any information by sticker or any other method. If the literature fails to satisfy each of these requirements, ~~import~~we ~~and~~may ~~export~~be prevented from disseminating such literature with our products, and ~~intellectual~~any ~~property~~continued dissemination could subject our product to regulatory action as an illegal drug.

~~Food~~In June 2007, pursuant to the authority granted by the FDC Act as amended by DSHEA, the FDA published detailed GMP regulations that govern the manufacturing, packaging, labeling and ~~Drug~~holding ~~Administration~~operations of dietary supplement manufacturers. The GMP regulations, among other things, impose significant recordkeeping requirements on manufacturers. The GMP requirements are in effect for all dietary supplement manufacturers, and the FDA conducts inspections of dietary supplement manufacturers pursuant to these requirements. There remains considerable uncertainty with respect to the FDA’s interpretation of the regulations and their actual implementation in manufacturing facilities.

~~The Dietary Supplement Health and Education Act~~In ~~of 1994~~addition, ~~or DSHEA, amended~~ the ~~Federal~~FDA’s ~~Food,~~interpretation ~~Drug,~~of ~~and~~the ~~Cosmetic~~regulations ~~Act,~~governing ordietary ~~the~~supplements ~~FDC~~will ~~Act,~~likely tochange ~~establish~~over atime ~~new~~as ~~framework governing~~ the ~~composition,~~agency ~~safety,~~becomes ~~labeling,~~more ~~manufacturing~~familiar ~~and~~with ~~marketing~~the ofindustry ~~dietary~~and ~~supplements. Generally, under~~ the ~~FDC Act, dietary ingredients (i~~regulations.~~e.,~~ ~~vitamins; minerals;~~The ~~herb~~failure orof ~~other~~a ~~botanical;~~manufacturing ~~amino~~facility ~~acids;~~to orcomply ~~dietary~~with ~~substances~~the ~~for~~GMP ~~use~~regulations renders byproducts ~~humans~~manufactured toin ~~supplement~~such ~~diet~~facility by“adulterated,” ~~increasing~~and ~~total~~subjects ~~dietary intake;~~such orproducts ~~any~~and ~~concentrate,~~the ~~metabolite,~~manufacturer ~~constituent,~~to ~~extract~~a ~~or combination~~ variety of ~~any~~potential ofFDA ~~the~~enforcement ~~above)~~actions. ~~that~~In ~~were~~addition, ~~marketed~~under in the ~~United~~Food ~~States prior~~Safety toModernization ~~October 15~~Act, ~~1994~~or ~~may~~FSMA, bewhich ~~used~~was enacted in ~~dietary~~January ~~supplements without notifying~~ 2011, the ~~FDA.~~manufacturing ~~New~~of dietary ingredients ~~(i.e., dietary ingredients~~contained ~~that were not marketed~~ in ~~the~~dietary ~~United~~supplements ~~States~~will ~~before October 15, 1994) must~~ be ~~the~~ subject ~~of a new dietary ingredient notification submitted~~ to ~~the~~similar ~~FDA~~or ~~unless~~even ~~the~~more ~~ingredient~~burdensome ~~has been “present in the food supply as an article used for food”~~manufacturing ~~without~~requirements, ~~being~~which ~~“chemically~~will ~~altered.”~~likely Aincrease ~~new dietary ingredient notification must provide~~ the ~~FDA~~costs ~~evidence~~ of adietary ~~“history of~~ingredients ~~use~~and orwill ~~other~~subject ~~evidence~~suppliers of ~~safety”~~such ~~establishing~~ingredients ~~that use of the dietary ingredient “will reasonably be expected~~ to bemore ~~safe.”~~rigorous Ainspections ~~new~~and ~~dietary~~enforcement. ~~ingredient~~The ~~notification~~FSMA ~~must~~will bealso ~~submitted~~require toimporters ~~the FDA at least 75 days before the initial marketing~~ of ~~the~~food, ~~new~~including dietary ~~ingredient.~~ ~~The~~supplements ~~FDA~~and ~~may determine that a new~~ dietary ~~ingredient~~ingredients, ~~notification does not provide an adequate basis~~ to ~~conclude that a dietary~~ ~~ingredient~~conduct isverification ~~reasonably~~activities ~~expected~~ to beensure ~~safe.~~that ~~Such~~the afood ~~determination~~they ~~could~~might ~~prevent~~import ~~the~~meets ~~marketing~~applicable ofdomestic ~~such dietary ingredient~~requirements.

1011

~~In 2011 and 2016, the~~ The FDA ~~issued~~has ~~draft~~broad ~~guidance setting~~authority ~~forth~~to ~~recommendations~~enforce ~~for complying with~~ the ~~new~~provisions ~~dietary~~of ~~ingredient~~federal ~~notification~~law ~~requirement.~~applicable ~~Although~~to ~~FDA~~dietary ~~guidance is non-binding and does not establish legally enforceable responsibilities~~supplements, ~~and~~including ~~companies~~powers ~~are free~~ to ~~use~~issue ana ~~alternative approach if the approach satisfies~~public ~~the~~warning ~~requirements~~or notice of ~~applicable~~violation ~~laws~~letter ~~and~~to ~~regulations, FDA guidance is~~ a ~~strong indication of the FDA’s current thinking on the topic discussed in the guidance~~company, ~~including~~publicize ~~its~~information ~~position~~about onillegal ~~enforcement. At this time~~products, itdetain isproducts ~~difficult~~intended tofor ~~determine whether the 2016 draft guidance~~import, ~~(which~~require ~~replaced~~ the ~~2011~~reporting ~~draft~~of ~~guidance),~~serious ifadverse ~~finalized~~events, ~~would~~require ~~have~~ a ~~material~~recall ~~impact~~of onillegal ~~our~~or ~~operations.~~unsafe ~~However,~~products iffrom the ~~FDA~~market, ~~were to enforce the applicable statutes~~ and ~~regulations~~request ~~in accordance with~~ the ~~draft~~Department of ~~guidance~~Justice asto ~~written,~~initiate ~~such~~a ~~enforcement~~seizure ~~could require us to incur additional expenses~~action, ~~which~~an ~~could~~injunction beaction ~~significant,~~or ~~and~~a ~~negatively~~criminal ~~impact~~prosecution ~~our business~~ in ~~several ways, including, but not limited to, enjoining~~ the ~~manufacturing~~United ofStates ~~our products until the FDA determines that we are in compliance and can resume manufacturing, increasing our liability and reducing our growth prospects~~courts.

The FSMA ~~FDA~~expands orthe ~~other~~reach ~~agencies~~and ~~could~~regulatory ~~take~~powers ~~actions against~~of ~~products~~the orFDA ~~product~~with ~~ingredients~~respect ~~that,~~to inthe ~~their~~production ~~determination,~~and ~~present~~importation anof ~~unreasonable~~food, ~~health~~including ~~risk~~dietary tosupplements. The ~~consumers~~expanded ~~that~~reach ~~would~~and ~~make it~~regulatory ~~illegal~~powers ~~for~~include usthe toFDA’s ~~sell~~ability ~~such~~to ~~products.~~order Inmandatory ~~addition~~recalls, ~~the~~administratively ~~FDA~~detain ~~could~~domestic products, ~~issue~~and ~~consumer~~require ~~warnings~~certification of compliance with ~~respect~~domestic torequirements ~~the~~for ~~products~~imported orfoods ~~ingredients~~associated with safety issues. FMSA also ingave ~~such~~FDA ~~products~~the ~~that~~authority ~~are~~to ~~sold~~administratively inrevoke ~~our~~manufacturing ~~stores.~~facility ~~Such~~registrations, ~~actions~~effectively orenjoining ~~warnings~~manufacturing ~~could~~of bedietary ingredients ~~based~~and ondietary ~~information~~supplements ~~received~~without ~~through~~judicial ~~FDC~~process. ~~Act-mandated reporting~~The regulation of ~~serious~~dietary ~~adverse~~supplements ~~events~~may increase or become more restrictive in the future.

~~We take a number of actions to ensure the products~~Federal weTrade sell comply with the FDC Act. Some of these actions include maintaining and continuously updating a list of restricted ingredients that will be prohibited from inclusion in any products that we sell. In addition, we have developed and maintain a list of ingredients that we believe comply with the applicable provisions of the FDC Act. As is common in our industry, we rely on some third-party vendors to ensure that the products they manufacture and sell to us comply with all applicable regulatory and legislative requirements. In general, we seek representations and warranties, indemnification and/or insurance from our vendors. However, even with adequate insurance and indemnification, any claims of non-compliance could significantly damage our reputation and consumer confidence in our products. In addition, the failure of such products to comply with applicable regulatory and legislative requirements could prevent us from marketing the products or require us to recall or remove such products from the market, which in certain cases could materially and adversely affect our business, financial condition and results of operations. A removal or recall could also result in negative publicity and damage to our reputation that could reduce future demand for our products. In the past, we have attempted to offset any losses related to recalls and removals with reformulated or alternative products; however, there can be no assurance that we would be able to offset all or any portion of losses related to any future removal or recall.Commission

The ~~FDC Act permits structure/function claims~~ toFTC beexercises ~~included~~jurisdiction inover ~~labels~~the ~~and~~advertising ~~labeling~~of ~~for~~ dietary supplements ~~without~~and ~~FDA~~other ~~pre~~health-~~market~~related ~~approval.~~products ~~However,~~and ~~companies~~requires ~~must~~that ~~have~~all ~~substantiation~~advertising ~~that~~to ~~the~~consumers ~~claims~~be ~~are “~~truthful and ~~not~~ non-misleading”,. ~~and~~The ~~must~~FTC ~~submit~~actively amonitors ~~notification with~~ the ~~text of the claims to the FDA no later than 30 days after marketing the~~ dietary supplement ~~with~~space ~~the~~and ~~claims.~~has ~~Permissible~~instituted ~~structure/function~~numerous ~~claims may describe~~enforcement ~~how~~actions aagainst ~~particular~~dietary ~~nutrient~~supplement orcompanies ~~dietary~~for ~~ingredient~~failure ~~affects~~to ~~the~~have ~~structure,~~adequate ~~function~~substantiation orfor ~~general~~claims ~~well-being~~made ofin ~~the~~advertising ~~body,~~ or ~~characterize~~for the ~~documented~~ ~~mechanism~~ use of ~~action~~false ~~by which a nutrient~~ or ~~dietary~~misleading ~~ingredient~~advertising ~~acts to maintain such structure or function~~claims. ~~The~~FTC ~~label~~enforcement oractions ~~labeling of a product marketed as a dietary supplement~~ may ~~not~~result ~~expressly~~in orconsent ~~implicitly~~decrees, ~~represent~~cease ~~that~~and adesist ~~dietary supplement will diagnose~~orders, ~~cure, mitigate,~~judicial ~~treat or prevent a disease (i.e. a disease claim). If the FDA determines that a particular structure/function claim is an unacceptable~~injunctions ~~disease~~and ~~claim that causes~~ the ~~product~~payment ~~to be regulated as a drug, a conventional food claim or an unauthorized version~~ of afines ~~“health claim,”~~with ~~or,~~respect ifto ~~the~~advertising ~~FDA~~claims ~~determines~~ that aare ~~particular~~found ~~claim~~to ~~is not adequately supported by existing scientific data or is false or misleading in any particular, we would~~ be ~~prevented from using the claim and would have to update our product labels and labeling accordingly~~unsubstantiated.

~~In addition, DSHEA provides that so-called “third-party~~Environmental ~~literature,”~~Regulation e.g., “a publication, including an article, a chapter in a book, or an official abstract of a peer-reviewed scientific publication that appears in an article and was prepared by the author or the editors of the publication” supplements, when reprinted in its entirety, may be used “in connection with the sale of a dietary supplement to consumers” without the literature being subject to regulation as labeling. Such literature: (1) must not be false or misleading; (2) may not “promote” a particular manufacturer or brand of dietary supplement; (3) must present a balanced view or is displayed or presented with other such items on the same subject matter so as to present a balanced view of the available scientific information; (4) if displayed in an establishment, must be physically separate from the dietary supplements; and (5) should not have appended to it any information by sticker or any other method. If the literature fails to satisfy each of these requirements, we may be prevented from disseminating such literature with our products, and any continued dissemination could subject our product to regulatory action as an illegal drug.

11Our facilities and operations, in common with those of similar industries making similar products, are subject to many federal, state, provincial and local requirements, rules and regulations relating to the protection of the environment and of human health and safety, including those regulating the discharge of materials into the environment. We continually examine ways to reduce our emissions, minimize waste and limit our exposure to any liabilities, as well as decrease costs related to environmental compliance. Costs to comply with current and anticipated environmental requirements, rules and regulations and any estimated capital expenditures for environmental control facilities are not anticipated to be material when compared with overall costs and capital expenditures. Accordingly, we do not anticipate that such costs will have a material effect on our financial position, results of operations, cash flows or competitive position.

~~In June 2007, pursuant to the authority granted~~New byLegislation ~~the~~or FDC Act as amended by DSHEA, the FDA published detailed GMP regulations that govern the manufacturing, packaging, labeling and holding operations of dietary supplement manufacturers. The GMP regulations, among other things, impose significant recordkeeping requirements on manufacturers. The GMP requirements are in effect for all dietary supplement manufacturers, and the FDA conducts inspections of dietary supplement manufacturers pursuant to these requirements. There remains considerable uncertainty with respect to the FDA’s interpretation of the regulations and their actual implementation in manufacturing facilities.Regulation

~~In addition, the FDA’s interpretation of~~Legislation ~~the~~may ~~regulations~~be ~~governing~~introduced ~~dietary~~which, ~~supplements~~if ~~will~~passed, ~~likely~~would ~~change~~impose ~~over~~substantial ~~time~~new asregulatory ~~the~~requirements ~~agency~~on ~~becomes~~dietary ~~more~~supplements ~~familiar~~and ~~with~~other ~~the~~health ~~industry and~~products. ~~the~~We ~~regulations.~~cannot ~~The~~determine ~~failure~~what ofeffect aadditional ~~manufacturing~~domestic ~~facility~~or tointernational ~~comply~~governmental ~~with~~legislation, ~~the GMP~~ regulations, ~~renders~~or ~~products~~administrative ~~manufactured in such facility “adulterated~~orders,” when and ~~subjects~~if ~~such~~promulgated, ~~products~~would ~~and~~have ~~the~~on ~~manufacturer~~our tobusiness ain ~~variety~~the ~~of potential FDA enforcement actions~~future. InNew ~~addition, under~~legislation ~~the Food Safety Modernization Act,~~ or ~~FSMA,~~regulations ~~which~~may ~~was~~require ~~enacted in January 2011,~~ the ~~manufacturing~~reformulation of ~~dietary ingredients contained~~certain inproducts ~~dietary supplements will be subject~~ to ~~similar~~meet ornew ~~even more burdensome manufacturing requirements~~standards, ~~which~~require ~~will~~the ~~likely~~recall ~~increase~~or ~~the costs~~discontinuance of ~~dietary~~certain ~~ingredients~~products ~~and~~not ~~will~~capable ~~subject suppliers~~ of ~~such~~reformulation, ~~ingredients~~impose toadditional record ~~more~~keeping ~~rigorous~~or ~~inspections~~require ~~and~~expanded ~~enforcement.~~documentation ~~The~~of ~~FSMA~~the ~~will also~~properties ~~require importers~~ of ~~food,~~certain ~~including dietary supplements and dietary ingredients~~products, toexpanded ~~conduct~~or ~~verification~~different ~~activities~~labeling toor ~~ensure that~~scientific ~~the food they might import meets applicable domestic requirements~~substantiation.

The FDA has broad authority to enforce the provisions of federal law applicable to dietary supplements, including powers to issue a public warning or notice of violation letter to a company, publicize information about illegal products, detain products intended for import, require the reporting of serious adverse events, require a recall of illegal or unsafe products from the market, and request the Department of Justice to initiate a seizure action, an injunction action or a criminal prosecution in the United States courts.12

~~The~~ ~~FSMA~~ITEM ~~expands the reach and regulatory powers of the FDA with respect to the production and importation of food, including dietary supplements~~1A. ~~The~~RISK expanded reach and regulatory powers include the FDA’s ability to order mandatory recalls, administratively detain domestic products, and require certification of compliance with domestic requirements for imported foods associated with safety issuesFACTORS. FMSA also gave FDA the authority to administratively revoke manufacturing facility registrations, effectively enjoining manufacturing of dietary ingredients and dietary supplements without judicial process. The regulation of dietary supplements may increase or become more restrictive in the future.

~~Federal~~An investment ~~Trade~~in ~~Commission~~our securities involves a high degree of risk. You should carefully read and consider all of the risks described below, together with all of the other information contained or referred to in this report, before making an investment decision with respect to our securities. If any of the following events occur, our financial condition, business and results of operations (including cash flows) may be materially adversely affected. In that event, the market price of our stock could decline, and you could lose all or part of your investment.

~~The FTC exercises jurisdiction over the advertising~~Risks ofRelated ~~dietary supplements and other health-related products and requires that all advertising~~ to ~~consumers~~Our beBusiness ~~truthful~~ and ~~non-misleading. The~~Industry FTC actively monitors the dietary supplement space and has instituted numerous enforcement actions against dietary supplement companies for failure to have adequate substantiation for claims made in advertising or for the use of false or misleading advertising claims. FTC enforcement actions may result in consent decrees, cease and desist orders, judicial injunctions and the payment of fines with respect to advertising claims that are found to be unsubstantiated.

~~Environmental~~We are ~~Regulation~~an early-stage company with a limited operating history.

~~Our facilities and operations, in common with~~We ~~those~~were oforganized ~~similar~~as ~~industries~~a ~~making~~Delaware ~~similar~~corporation ~~products,~~in ~~are~~February ~~subject to many federal~~2017, ~~state, provincial~~ and ~~local~~in ~~requirements,~~April ~~rules~~2023 ~~and regulations~~redomiciled ~~relating~~in toNevada. ~~the~~We ~~protection~~have ofa ~~the~~limited ~~environment~~history ~~and~~upon ~~of human health and safety, including those regulating the discharge of~~which ~~materials~~you ~~into~~can ~~the~~evaluate ~~environment. We continually examine ways to reduce~~ our ~~emissions,~~business ~~minimize waste~~ and ~~limit~~prospects. ~~our~~Our ~~exposure~~prospects tomust ~~any~~be ~~liabilities, as~~considered ~~well~~in aslight ~~decrease~~of ~~costs~~the ~~related~~risks toencountered ~~environmental~~by ~~compliance.~~companies ~~Costs~~in tothe ~~comply~~early stages ~~with~~of ~~current~~development ~~and~~in ~~anticipated~~highly ~~environmental~~competitive ~~requirements~~markets, ~~rules~~ ~~and~~particularly ~~regulations~~the ~~and~~markets ~~any estimated capital expenditures~~ for ~~environmental~~nutraceuticals ~~control~~and ~~facilities~~related ~~are~~products. ~~not~~You ~~anticipated~~should ~~to be material~~consider ~~when~~the ~~compared~~frequency with ~~overall~~which ~~costs~~early-stage ~~and~~businesses ~~capital~~encounter ~~expenditures.~~unforeseen ~~Accordingly~~expenses, wedifficulties, docomplications, ~~not~~delays ~~anticipate~~and ~~that~~other ~~such costs will have a material effect~~adverse onfactors. ~~our~~These ~~financial~~risks ~~position,~~are ~~results~~described ofin ~~operations,~~more ~~cash~~detail ~~flows or competitive position~~below.

~~New~~We have ~~Legislation~~incurred orlosses ~~Regulation~~since our inception, and we may not be able to manage our businesses on a profitable basis.

~~Legislation~~We ~~may~~have begenerated ~~introduced~~losses ~~which~~since inception and have relied on cash on hand, ifsales ~~passed~~of securities, ~~would~~ ~~impose~~external ~~substantial~~bank ~~new~~lines ~~regulatory~~of ~~requirements~~credit, onand ~~dietary~~issuance ~~supplements~~of third-party and ~~other~~related ~~health~~party ~~products.~~debt Weto ~~cannot~~support ~~determine~~our ~~what~~operations. ~~effect additional~~For ~~domestic~~the oryear ~~international~~ended ~~governmental~~December ~~legislation~~31, ~~regulations~~2023, orwe ~~administrative~~generated ~~orders,~~an ~~when~~operating loss of $17,155,992 and ifa ~~promulgated~~net loss of $22,675,741. ~~would~~We cannot assure you that we will achieve profitably or that we will have onadequate working capital to meet our ~~business~~obligations inas ~~the~~they ~~future~~become due. ~~New~~Management ~~legislation~~believes orthat ~~regulations~~our ~~may~~success ~~require~~will ~~the~~depend ~~reformulation~~on our ability to successfully complete additional acquisitions of ~~certain~~profitable nutraceutical companies and related products toas ~~meet~~well ~~new~~as ~~standards,~~develop ~~require~~our ~~the~~own ~~recall~~brands. We cannot guarantee that we will be successful in completing acquisitions or ~~discontinuance~~any ofother ~~certain~~companies or products, ~~not~~that ~~capable~~we will ofsuccessfully ~~reformulation~~integrate acquired companies, ~~impose~~or ~~additional~~that ~~record~~we ~~keeping~~will orbe ~~require~~able ~~expanded~~to successfully develop our own brands. We cannot assure you that ~~documentation~~even ofif we are successful in completing the ~~properties~~acquisitions ofor ~~certain~~in developing our own branded products, ~~expanded~~we orwill ~~different~~be ~~labeling~~successful in profitably managing such companies, acquired assets and brands. We cannot assure you that we will maintain profitability for any period of time or that ~~scientific~~investors ~~substantiation~~will not lose their entire investment.

12Our auditors have issued a going concern opinion on our audited financial statements.

~~ITEM~~The 1Areport of our independent registered public accounting firm that accompanies our financial statements for the year ended December 31, 2023 contains a going concern qualification in which such firm expressed substantial doubt about our ability to continue as a going concern, based on the financial statements at that time. ~~RISK~~We have suffered ~~FACTORS~~recurring losses from operations and have a working capital deficiency of approximately $19.7 million and an accumulated deficit of $67.7 million as of December 31, 2023. Additionally, we had a net loss of $22.7 million, and cash used in operations of $5.8 million for the year ended December 31, 2023. These conditions raise substantial doubt about our ability to continue as a going concern.

AnManagement ~~investment~~believes inthat current available resources will not be sufficient to fund our ~~securities~~planned ~~involves~~expenditures aover the next 12 months. Management has implemented restructuring activities, including staff reductions, ~~high~~a ~~degree~~subsequent event sale of ~~risk~~BSNM, and a subsequent event sale of Ceautamed’s assets. ~~You~~Accordingly, ~~should~~we ~~carefully~~will ~~read~~be ~~and~~dependent ~~consider~~upon ~~all~~the raising of additional capital through placement of common stock and/or debt financing in order to implement our business plan. If we raise additional capital through the ~~risks~~issuance ~~described~~of ~~below~~equity securities or securities convertible into equity, ~~together~~stockholders ~~with~~will ~~all~~experience dilution, and such securities may have rights, preferences, or privileges senior to those of the ~~other~~holders ~~information contained~~of common stock or ~~referred~~convertible tosenior innotes. If ~~this~~we ~~report,~~raise ~~before~~additional ~~making~~funds anby ~~investment~~issuing ~~decision~~debt, ~~with~~we ~~respect~~may be subject to ~~our~~limitation ~~securities~~on its operations, through debt covenants or other restrictions. There Ifis ~~any~~no ofassurance that we will be successful with future financing ventures, and the ~~following~~inability to secure such financing may have a ~~events~~material ~~occur,~~adverse effect on our financial condition,. ~~business~~The accompanying consolidated financial statements do not include any adjustments to the amounts and ~~results~~classifications of ~~operations~~assets ~~(including~~and ~~cash~~liabilities ~~flows)~~that ~~may~~might be ~~materially~~necessary ~~adversely~~should ~~affected. In~~we ~~that~~be ~~event,~~unable ~~the~~to ~~market~~continue ~~price~~as ofa ~~our~~going ~~stock~~concern. If ~~could~~we ~~decline~~cannot continue as a going concern, ~~and~~our ~~you~~stockholders ~~could~~would likely lose ~~all~~most or ~~part~~all of ~~your~~their investment. in us.

~~Risks~~If we ~~Related~~fail to ~~Our~~implement ~~Business~~our business plan and ~~Industry~~complete acquisitions as planned, our mission will fail and our business will suffer accordingly.

WeOur mission ~~are~~is anthe ~~early~~creation of a world-~~stage~~class nutraceutical company ~~with~~engaged ain ~~limited~~the development, manufacture and sales of quality nutraceutical ~~operating~~and ~~history~~related health and lifestyle products for distribution to an expanding global marketplace. We expect that our holding company strategy through which we plan to acquire profitable but undervalued target companies and products will enable us to accelerate the development and expansion of our product portfolio, manufacturing capacity and distribution channels. If we are unable to execute our strategy of completing acquisitions as planned, we will not be able to fulfill our mission or grow our business.

~~We were organized as a Delaware corporation in February 2017. We have a limited history upon which you can evaluate our business and prospects.~~ Our ~~prospects must be considered in~~ ~~light~~acquisitions ofmay ~~the~~result ~~risks encountered by companies~~ in ~~the~~significant ~~early~~transaction ~~stages of development in highly competitive markets~~expenses, ~~particularly~~integration ~~the markets for nutraceuticals~~ and ~~related~~consolidation ~~products. You should consider the frequency with which early-stage businesses encounter unforeseen expenses~~risks, ~~difficulties,~~ ~~complications, delays~~ and ~~other~~we ~~adverse~~may ~~factors.~~be ~~These~~unable ~~risks~~to ~~are~~profitably operate ~~described~~our inconsolidated ~~more detail below~~company.

We are structured as a holding company and we have ~~incurred~~executed ~~losses~~a ~~since~~buy ~~our~~and ~~inception~~hold strategy. We are engaged in the business of acquisition, operation and wemanagement of nutraceutical and related products. Our acquisitions may result in significant transaction expenses and present new risks associated with entering additional markets or offering new products and services and integrating the acquired companies. We may not have sufficient management, financial and other resources to integrate the companies we acquire or to successfully operate new businesses and we may be ~~able~~unable to ~~manage~~profitably operate our expanded company. Moreover, any new businesses onthat awe ~~profitable~~may ~~basis~~acquire, once integrated with our existing operations, may not produce expected or intended results.

We ~~have generated losses since inception and~~ ~~have~~may ~~relied~~not on cash on hand, sales of securities, external bank lines of credit, and issuance of third-party and related party debt to support our operations. For the year ended December 31, 2022, we generated an operating loss of $12,206,586 and a net loss of $29,977,815. We cannot assure you that we will achieve profitably or that we will have adequate working capital to meet our obligations as they become due. Management believes that our success will depend on our ability to successfully complete additional acquisitions of profitable nutraceutical companies and related products as well as develop our own brands. We cannot guarantee that we will be ~~successful in completing acquisitions or any other companies or products, that we will successfully integrate acquired companies, or that we will be~~ able to ~~successfully~~manage ~~develop~~future ~~our~~growth ~~own brands~~effectively. We cannot assure you that even if we are successful in completing the acquisitions or in developing our own branded products, we will be successful in profitably managing such companies, acquired assets and brands. We cannot assure you that we will maintain profitability for any period of time or that investors will not lose their entire investment.

~~The~~We expect ~~effect~~to ofcontinue ~~the~~to ~~COVID-19~~experience ~~pandemic~~significant on growth. Should we keep growing rapidly, our ~~operations~~financial, management and ~~the~~operating ~~operations~~resources may ofnot ~~our~~expand ~~customers~~sufficiently ~~and~~to ~~suppliers,~~adequately ~~has~~manage ~~had,~~our ~~and~~growth. isIf ~~expected~~we toare ~~continue~~unable to ~~have~~manage our growth, aour ~~negative~~costs ~~effect~~may onincrease disproportionately, our ~~business,~~future ~~financial~~revenues ~~condition~~may not grow or may decline, ~~cash~~and ~~flows~~we may face dissatisfied customers. Our failure to manage our growth may adversely impact our business and ~~results~~the value of ~~operations~~your investment.

The COVID-19 pandemic continues to rapidly evolve. At this time, there continues to be significant volatility and uncertainty relating to the full extent to which the COVID-19 pandemic and the various responses to it will impact our business, operations and financial results.13

~~We are dependent upon certain contract manufacturers~~Our ~~and suppliers and their~~ ability to ~~reliably~~obtain ~~and~~continued ~~efficiently~~financing ~~fulfill our orders~~ is critical to ~~our~~the ~~business~~growth ~~success. The COVID-19 pandemic has impacted and may continue to impact certain~~ of our ~~manufacturers and suppliers~~business. AsWe awill ~~result,~~need weadditional ~~have~~financing ~~faced and may continue~~ to ~~face delays~~fund ~~or difficulty sourcing certain products and raw materials~~operations, which ~~could~~additional ~~negatively~~financing ~~affect our business and financial results. Even if we are able to find alternate sources for such raw materials, they~~ may ~~cost~~not ~~more,~~be ~~which~~available ~~could~~on ~~adversely~~reasonable ~~impact~~terms ~~our~~or ~~profitability~~at ~~and financial condition~~all.

~~Furthermore~~Our future growth, including the ~~global~~potential ~~deterioration~~for infuture ~~economic conditions,~~market ~~which~~expansion ~~may~~will ~~have~~require anadditional ~~adverse~~capital. ~~impact~~We onwill ~~discretionary~~consider ~~consumer~~raising ~~spending~~additional funds orthrough ~~investing~~various financing sources, ~~could~~including ~~also~~the ~~impact~~procurement ~~our~~of ~~business~~commercial ~~and~~debt ~~demand~~financing. However, there can be no assurance that ~~for~~such ~~our~~funds ~~products.~~will ~~For~~be ~~instance~~available on commercially reasonable terms, ~~consumer~~if ~~spending~~at ~~and~~all. ~~investing~~If ~~may~~such befinancing ~~negatively~~is ~~impacted~~not byavailable ~~general~~on ~~macroeconomic~~satisfactory ~~conditions~~terms, ~~including~~we amay ~~rise~~be inunable ~~unemployment~~to execute our growth strategy, and ~~decreased~~operating ~~consumer~~results ~~confidence~~may ~~resulting~~be ~~from~~adversely ~~the pandemic~~affected. ~~Changing~~Any ~~consumer~~additional ~~and~~debt ~~investor~~financing ~~behaviors~~will ~~as a~~increase ~~result~~expenses ofand ~~the~~must ~~pandemic~~be ~~may~~repaid ~~also~~regardless ~~have~~of aoperating ~~material~~results ~~impact~~and onmay involve restrictions limiting our ~~revenue~~operating flexibility.

Our ability ~~efforts~~ to ~~help~~obtain ~~mitigate~~financing ~~the~~may ~~negative~~be ~~impact of~~impaired ~~the~~by ~~outbreak~~such onfactors ~~our~~as ~~business~~the ~~may~~capital ~~not~~markets, beboth ~~effective,~~generally and wespecifically ~~may~~in beour ~~affected by a protracted economic downturn. Furthermore~~industry, ~~while many~~ ~~governmental~~which ~~authorities~~could ~~around~~impact the ~~world~~availability ~~have~~or ~~and~~cost ~~continue~~of tofuture ~~enact~~financings. ~~legislation~~If ~~to address~~ the ~~impact~~amount of ~~COVID-19,~~capital ~~including~~we ~~measures intended~~are able to ~~mitigate~~raise ~~some~~from offinancing ~~the more severe anticipated economic effects of the virus~~activities, together wewith ~~may~~our ~~not~~revenues ~~benefit~~ from ~~such legislation~~operations, ~~or such~~are ~~legislation~~not ~~may~~sufficient ~~prove~~ to besatisfy ~~ineffective in addressing COVID-19’s impact on~~ our ~~and~~capital ~~our customer’s businesses and operations. Even after the COVID-19 outbreak has subsided~~needs, we may ~~continue~~be torequired ~~experience impacts~~ to ~~our~~decrease ~~business~~the ~~as a result~~ pace of, ~~COVID-19’s global economic impact and any recession that has occurred~~ or ~~may~~eliminate, ~~occur~~our ~~in the~~ future. ~~Further,~~product asofferings ~~the COVID-19 situation is unprecedented~~ and ~~continuously~~market ~~evolving,~~expansion ~~COVID-19~~opportunities ~~may also affect our operating~~ and ~~financial~~potentially ~~results~~curtail ~~in a manner that is not presently known to us or in a manner that we currently do not consider that may present significant risks to our~~ operations.

13Unfavorable publicity or consumer perception of our products and any similar products distributed by other companies could have a material adverse effect on our business.

~~The~~We believe ~~extent~~the tonutritional ~~which~~supplement market is highly dependent upon consumer perception regarding the ~~COVID-19 pandemic may~~ safety, efficacy and quality of ~~impact~~nutritional supplements generally, as well as of products distributed specifically by us. Consumer perception of our ~~results~~products ~~will~~can ~~depend~~be significantly oninfluenced ~~future~~by ~~developments~~scientific research or findings, ~~which~~regulatory ~~are~~investigations, ~~highly~~litigation, ~~uncertain~~national media attention and ~~cannot~~other publicity beregarding ~~predicted~~the asconsumption of nutritional supplements. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favorable to the ~~date~~nutritional ofsupplement market ~~this~~or ~~report~~any particular product, or consistent with earlier publicity. Future research reports, findings, regulatory proceedings, litigation, ~~Nevertheless~~media attention or other publicity that are perceived as less favorable than, ~~the~~or ~~pandemic~~that ~~and~~question, ~~the~~earlier ~~current~~research ~~financial~~reports, ~~economic~~findings or publicity could have a material adverse effect on the demand for our products and ~~capital~~our ~~markets~~business, ~~environment~~results of operations, financial condition and ~~future~~cash ~~developments~~flows. inOur ~~the~~dependence ~~global~~upon consumer perceptions means that adverse scientific research reports, findings, regulatory proceedings, ~~supply~~litigation, ~~chain~~media ~~and~~attention or other ~~areas~~publicity, ~~present~~whether ~~material~~or ~~uncertainty~~not ~~and~~accurate ~~risk~~or with ~~respect~~merit, tocould have a material adverse effect on us, the demand for our ~~performance~~products, ~~financial~~and ~~condition~~our business, results of operations , financial condition and cash flows. Further, adverse publicity reports or other media attention regarding the safety, efficacy and quality of nutritional supplements in general, or our products specifically, or associating the consumption of nutritional supplements with illness, could have such a material adverse effect. Such adverse publicity reports or other media attention could arise even if the adverse effects associated with such products resulted from consumers’ failure to consume such products appropriately or as directed.

ToOur success ~~the~~is ~~extent~~linked to the ~~COVID-19 pandemic~~size ~~adversely affects~~and ~~our~~growth ~~business~~rate ~~and~~of ~~financial~~the ~~results~~vitamin, itmineral ~~may~~and ~~also~~supplement ~~have~~market ~~the~~and ~~effect~~an ofadverse ~~heightening~~change ~~many~~in the size or growth rate of ~~the~~that ~~other~~market ~~risks~~could ~~described~~have ina ~~this~~material ~~“Risk Factors”~~adverse ~~section~~effect on us.

IfAn adverse wechange ~~fail~~in tosize ~~implement~~or ~~our~~growth ~~business~~rate ~~plan~~ of the vitamin, mineral and ~~complete~~supplement ~~acquisitions~~market ascould ~~planned~~have a material adverse effect on us. Underlying market conditions are subject to change based on economic conditions, consumer preferences, and other factors that are beyond our ~~mission~~control, including ~~will~~media ~~fail~~attention and ~~our~~scientific ~~business~~research, ~~will~~which ~~suffer~~may ~~accordingly~~be positive or negative.

~~Our~~General economic ~~mission~~conditions, isincluding ~~the creation of~~ a ~~world-class nutraceutical~~prolonged ~~company~~macroeconomic ~~engaged in the development~~downturn, ~~manufacture~~may ~~and~~negatively ~~sales~~affect ofconsumer ~~quality~~purchases, ~~nutraceutical and related health and lifestyle products for distribution to an expanding global marketplace. We expect that our holding company strategy through~~ which wecould ~~plan~~adversely ~~to acquire profitable~~affect ~~but undervalued target companies and products will enable us to accelerate the development and expansion of~~ our ~~product portfolio~~sales, ~~manufacturing capacity~~as ~~and~~well ~~distribution~~as ~~channels. If we are unable execute~~ our ~~strategy~~ability ~~of completing acquisitions as planned, we will not be able~~ to ~~fulfill~~access ~~our~~credit ~~mission~~on orterms ~~grow~~previously ~~our business~~obtained.

Our results ~~acquisitions~~are dependent on a number of factors impacting consumer spending, including general economic and business conditions; consumer confidence; wages and employment levels; the housing market; consumer debt levels; availability of consumer credit; credit and interest rates; fuel and energy costs; energy shortages; taxes; and general political conditions, both domestic and abroad. Consumer product purchases, including purchases of our products, may ~~result~~decline during recessionary periods. A prolonged downturn or an uncertain outlook in ~~significant~~the economy ~~transaction~~may ~~expenses~~materially adversely affect our business, ~~integration~~revenues and ~~consolidation~~profits ~~risks~~and the market price of our common stock, and we cannot be certain that funding for our capital needs will be available from our existing financial institutions and the credit markets if needed, and if available, to the extent required and on acceptable terms. If we cannot obtain funding when needed, in each case on acceptable terms, we may be unable to ~~profitably~~adequately ~~operate~~fund our ~~consolidated~~operating ~~company~~expenses and fund required capital expenditures, which may have an adverse effect on our revenues and results of operations.

We ~~are structured as a holding company and we~~ ~~have~~operate ~~executed a buy and hold strategy. We are engaged~~ in ~~the~~highly ~~business~~competitive ~~of acquisition, operation~~ and ~~management~~fast-evolving of nutraceutical and related products. Our acquisitions may result in significant transaction expenses and present new risks associated with entering additional markets or offering new products and services and integrating the acquired companies. We may not have sufficient managementindustries, ~~financial~~ and ~~other resources~~our tofailure ~~integrate companies we acquire or~~ to ~~successfully~~compete ~~operate~~effectively ~~new~~could ~~businesses~~affect ~~and we may be unable to profitably operate~~ our ~~expanded~~ ~~company.~~market ~~Moreover~~share, ~~any new businesses that we may acquire~~financial condition, ~~once~~and ~~integrated~~growth ~~with~~prospects ~~our existing operations, may not produce expected or intended results~~adversely.

WeThe markets ~~may~~in ~~not~~which we operate are characterized by rapid technological changes, frequent new product introductions, established and emerging competition, extensive intellectual property disputes and litigation, price competition, aggressive marketing practices, evolving industry standards and changing customer preferences. Accordingly, our prospects must be ~~able~~considered toin ~~manage~~light ~~future~~of ~~growth~~the uncertainties, risks, expenses, ~~effectively~~and difficulties frequently encountered by companies operating in rapidly changing and competitive markets.

We expect to continue to experience significant growth. Should we keep growing rapidly, our financial, management and operating resources may not expand sufficiently to adequately manage our growth. If we are unable to manage our growth, our costs may increase disproportionately, our future revenues may not grow or may decline, and we may face dissatisfied customers. Our failure to manage our growth may adversely impact our business and the value of your investment.14

~~Our~~The nutritional ~~ability~~supplement toindustry ~~obtain~~is ~~continued~~a ~~financing~~large and growing industry and is highly fragmented in terms of both geographical market coverage and product categories. The market for nutritional supplements is ~~critical~~highly competitive in all our channels of distribution. We compete with companies that may have broader product lines or larger sales volumes, or both, than we do, and our products compete with nationally advertised brand name products. These national brand companies have resources greater than ours. Numerous companies compete with us in the development, manufacture, and marketing of nutritional supplements worldwide. The market is highly sensitive to the ~~growth~~introduction of new products, which may rapidly capture a significant share of ~~our~~the ~~business~~market. We ~~will~~also ~~need~~may ~~additional~~face ~~financing~~competition from low-cost entrants to the ~~fund~~industry, including from international markets. Increased competition from companies that distribute through the wholesale channel, especially the private label market, could have a material adverse effect on our business, results of operations, ~~which~~financial ~~additional~~condition and ~~financing~~cash flows as these competitors may ~~not~~have be greater financial and other resources available onto ~~reasonable~~them ~~terms~~and orpossess atextensive ~~all~~manufacturing, distribution, and marketing capabilities far greater than ours. We are also subject to competition in the attraction and retention of employees. Many of our competitors have greater financial resources and can offer employees compensation packages with which it is difficult for us to compete.

~~Our~~There has ~~future~~been ~~growth,~~an ~~including~~increase in the ~~potential~~access ~~for future~~and ~~market~~popularity ~~expansion~~of ~~will~~weight ~~require~~management ~~additional~~medications ~~capital.~~which Wemay ~~will~~negatively ~~consider~~impact ~~raising~~the ~~additional~~consumer ~~funds~~demand ~~through various financing sources,~~for ~~including~~nutritional ~~the~~supplements ~~procurement~~and ofweight ~~commercial~~management ~~debt financing~~foods. ~~However,~~As ~~there~~individuals ~~can~~migrate betowards ~~no assurance that~~ such ~~funds~~prescription ~~will~~medications, beand ~~available~~health ~~on commercially~~insurance ~~reasonable~~companies ~~terms,~~make ~~if at all. If~~ such ~~financing~~medications ismore ~~not available on satisfactory terms~~affordable, wethere may be ~~unable~~a todecline ~~execute~~in ~~our~~the ~~growth~~demand ~~strategy, and~~for ~~operating~~our ~~results~~products ~~may be adversely affected. Any additional debt financing will increase expenses~~ and ~~must be repaid regardless of operating results and may involve restrictions limiting our operating flexibility~~services.

~~Our~~With our ~~ability~~acquisition toof ~~obtain~~Nexus ~~financing~~in ~~may~~2021, bewe ~~impaired by~~entered ~~such~~the ~~factors~~digital asmarketing ~~the~~industry ~~capital~~as ~~markets,~~a ~~both~~way ~~generally~~to ~~and~~promote ~~specifically~~the inproducts ~~our~~and ~~industry,~~brands ~~which~~that ~~could~~we ~~impact~~sell. We ~~the~~compete ~~availability~~with orother advertising service providers ~~cost of~~that ~~future~~may ~~financings.~~reach Ifour ~~the~~target ~~amount~~audience ofby ~~capital~~means wethat are ~~able~~more toeffective than ~~raise~~our ~~from~~services. ~~financing activities~~Further, ~~together~~if ~~with~~such ~~our~~other ~~revenues~~providers ~~from~~of ~~operations, are~~advertising ~~not~~have ~~sufficient~~a tolong ~~satisfy~~operating ~~our capital needs~~history, welarge ~~may~~product beand ~~required~~service tosuites, ~~decrease~~more capital ~~the~~resources ~~pace~~and ~~of,~~broad international or ~~eliminate~~local recognition, our ~~future~~operating ~~product~~results ~~offerings and~~may ~~market~~be ~~expansion~~adversely ~~opportunities~~affected ~~and~~if ~~potentially~~we ~~curtail~~cannot ~~operations~~successfully compete.

~~Adverse~~The digital ~~developments~~advertising ~~affecting~~market ~~the~~is ~~financial services~~rapidly ~~industry~~developing. Accordingly, ~~such~~the asdevelopment ~~actual~~of ~~events~~the ormarkets ~~concerns~~in ~~involving~~which ~~liquidity,~~we ~~defaults,~~operate ~~or non-performance by~~makes ~~financial~~it ~~institutions~~difficult orto ~~transactional~~evaluate ~~counterparties,~~the ~~could~~viability ~~adversely~~and ~~affect~~sustainability of our ~~current~~business and ~~projected~~its ~~business~~acceptance ~~operations~~by advertisers and clients. We cannot assure you that we will be profitable every year. We expect that our ~~financial~~operating ~~condition~~expenses ~~and~~will increase as we expand. Any significant failure to realize ~~results~~anticipated ofrevenue ~~operations~~growth could result in operating losses.

~~Actual events involving limited liquidity, defaults, non-performance or~~We ~~other~~may ~~adverse~~not ~~developments~~be ~~that~~able ~~affect~~to ~~financial~~compete ~~institutions,~~effectively ~~transactional counterparties or other companies~~ in ~~the~~some ~~financial services industry~~ or ~~the~~all ~~financial~~our ~~services industry generally~~markets, orand ~~concerns~~our orattempt ~~rumors~~to ~~about~~do ~~any~~so ~~events of these kinds or other similar risks, have in the past and~~ may inrequire ~~the~~us ~~future lead~~ to ~~market-wide~~reduce ~~liquidity~~our ~~problems. For example~~prices, ~~on March 10, 2023, Silicon Valley Bank, or SVB, was closed by the California Department of Financial Protection and Innovation,~~ which ~~appointed the Federal Deposit Insurance Corporation,~~ ormay ~~the FDIC,~~result asin ~~receiver.~~lower ~~Similarly, on March 12, 2023, Signature Bank Corp~~margins., orFailure ~~Signature,~~to ~~and~~compete ~~Silvergate~~effectively ~~Capital~~could ~~Corp.~~have ~~were each swept into receivership. Although~~ a ~~statement~~material byadverse ~~the~~effect ~~Department~~on ofour ~~the~~market ~~Treasury~~share, ~~the Federal Reserve and the FDIC indicated that all depositors of SVB would have access to all of their money after only one~~ business ~~day of closure~~, ~~including funds held in uninsured~~results ~~deposit~~of ~~accounts~~operations, ~~borrowers~~financial ~~under credit agreements~~condition, ~~letters~~cash offlows ~~credit~~ and ~~certain~~growth ~~other financial instruments with SVB, Signature or any other financial institution that is placed into receivership by the FDIC may be unable to access undrawn amounts thereunder~~prospects.

14Our major customers account for a significant portion of our consolidated net sales and the loss of any major customer could have a material adverse effect on our results of operations.

AtDuring fiscal ~~the~~2023, ~~time~~Amazon ~~the~~and ~~FDIC~~Boxout ~~took~~accounted ~~control,~~for we31% ~~held~~and ~~assets valued~~31%, atrespectively, ~~approximately~~of ~~$50,000~~our intotal ~~accounts with Signature~~revenues. We ~~received~~do ~~full~~not ~~access~~have toa ~~those~~long-term ~~funds~~contract onwith these ~~March~~major 27customers, ~~2023.~~and ~~As of~~ the ~~date~~ loss of ~~this~~any ~~report,~~major wecustomer could have ~~full~~a ~~access~~material toadverse ~~and~~effect ~~control~~on ~~over~~our ~~all~~results of ~~our cash, cash equivalents and short-term investments~~operations. In addition, ~~because~~our aresults ~~substantial~~of ~~majority~~operations ofand ability to service our ~~cash,~~debt ~~cash~~obligations ~~equivalents~~would ~~and~~be ~~short-term~~impacted ~~investments~~negatively isto ~~held~~the atextent ~~financial~~that ~~institution~~any ~~unaffiliated~~major customer ~~with Signature,~~is weunable doto ~~not~~make ~~expect~~payments ~~any~~to ~~material~~us ~~impact~~or todoes ~~our~~not ~~operations~~make ~~directly~~timely ~~related~~payments toon ~~the~~outstanding ~~closure~~accounts ~~of Signature~~receivables.

~~Although we are not a borrower under or party~~Failure to ~~any~~develop ~~material~~new ~~letter~~products ~~of credit or any other such instruments with any other financial institution currently in receivership, if we enter into any such instruments~~ and ~~any~~production oftechnologies ~~our lenders~~ or ~~counterparties~~ to ~~such~~implement ~~instruments~~productivity were to be placed into receivership, we may be unable to access such funds. In addition, if any of our partners, suppliers or other parties with whom we conduct business are unable to access funds pursuant to such instruments or lending arrangements with such a financial institution, such parties’ ability to pay their obligations to us or to enter into new commercial arrangements requiring additional payments to us could be adversely affected. In this regard, counterparties to credit agreements and ~~arrangements~~cost ~~with~~reduction ~~these~~initiatives ~~financial~~successfully ~~institutions, and third parties such as beneficiaries of letters of credit (among others),~~ may ~~experience direct impacts from the closure of these financial institutions and uncertainty remains~~harm ~~over~~our ~~liquidity~~competitive ~~concerns in the broader financial services industry~~position. ~~Similar impacts have occurred in the past, such as during the 2008-2010 financial crisis.~~

~~Inflation~~Our business ~~and~~depends ~~rapid~~significantly ~~increases~~on inthe ~~interest~~development ~~rates have~~of ~~led~~commercially toviable anew ~~decline~~products as well as process technologies. If we are unsuccessful in ~~the~~developing ~~trading~~new ~~value~~products ofand ~~previously~~production ~~issued~~processes ~~government~~in ~~securities~~the ~~with~~future, ~~interest~~our ~~rates~~competitive ~~below~~position ~~current~~and ~~market~~results ~~interest~~of operations may be negatively ~~rates~~affected. ~~Although~~However, ~~the~~as ~~U.S.~~we ~~Department~~invest ofin ~~Treasury~~new technology, ~~FDIC and~~ ~~Federal~~we ~~Reserve~~face ~~Board~~the ~~have~~risk ~~announced~~of aunanticipated ~~program~~operational toor ~~provide~~commercialization updifficulties, ~~to $25~~including ~~billion~~an ofinability ~~loans~~ to ~~financial~~obtain ~~institutions~~necessary ~~secured~~permits byor ~~certain~~governmental ofapprovals, ~~such~~the ~~government~~development ~~securities~~of ~~held~~competing bytechnologies, ~~financial~~failure ~~institutions~~of facilities or processes to ~~mitigate the~~operate ~~risk~~in ofaccordance ~~potential~~with ~~losses~~specifications onor ~~the~~expectations, ~~sale~~construction ofdelays, ~~such~~cost ~~instruments~~over-runs, ~~widespread~~the ~~demands~~unavailability ~~for~~of financing, ~~customer~~required ~~withdrawals~~materials or equipment and various other ~~liquidity~~factors. ~~needs~~Likewise, ofour initiatives to improve productivity and performance ~~financial~~and ~~institutions~~to ~~for~~generate ~~immediately~~cost ~~liquidity~~savings may ~~exceed~~not be completed or beneficial or the ~~capacity~~estimated ofcost savings from such ~~program~~activities may not be realized.

Our access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our current and projected future business operations could be significantly impaired by factors that affect us, any financial institutions with which we enter into credit agreements or arrangements directly, or the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry. These factors could involve financial institutions or financial services industry companies with which we have financial or business relationships, but could also include factors involving financial markets or the financial services industry generally.15

~~The results of events or concerns that involve~~Resources ~~one~~devoted orto ~~more~~product ofinnovation ~~these~~may ~~factors~~not ~~could~~yield ~~include~~new aproducts ~~variety~~that ofachieve ~~material~~commercial ~~and adverse impacts on our current and projected business operations and our financial condition and results of operations~~success. ~~These risks include, but may not be limited to, the following:~~

●The development ~~delayed~~of ~~access~~new and innovative products requires significant investment in research and development and testing of new ingredients, formulas, and possibly new production processes. The research and development process can be expensive and prolonged and entails considerable uncertainty. Products may appear promising in development but fail to ~~deposits~~reach market within the expected time frame, or at all. We may face significant challenges with regard to a key product launch. Further, products also may fail to achieve commercial viability due to pricing competitiveness with other ~~financial~~retailers, ~~assets~~failure orto timely bring the ~~uninsured~~product ~~loss~~to ofmarket, ~~deposits~~failure orto differentiate the product with our competitors and other ~~financial~~reasons. ~~assets;~~Finally, there is no guarantee that our development teams will be able to successfully respond to competitive products that could render some of our offerings obsolete. Development of a new product, from discovery through testing to the store shelf, typically takes between four to seven months, but may require an even longer timeline if clinical trials are involved. Each of these time periods can vary considerably from product to product and therefore the costs and risks of producing a commercially viable product can increase significantly as time passes.

●Our failure ~~inability~~to appropriately respond to ~~enter~~changing ~~into~~consumer ~~credit~~preferences ~~facilities~~and ordemand ~~other~~for ~~working~~new ~~capital~~products ~~resources;~~and services could harm our customer relationships and product sales significantly.

●The nutritional ~~potential~~supplement orindustry ~~actual~~is ~~breach~~characterized ofby ~~contractual~~rapid ~~obligations~~and ~~that~~frequent ~~require~~changes usin demand for products and new product introductions. Our failure to ~~maintain~~accurately ~~letters~~predict these trends could negatively impact consumer opinion of ~~credit~~us oras ~~other~~a ~~credit~~source ~~support~~for ~~arrangements;~~the orlatest products, which, in turn, could harm our customer relationships and cause decreases in our net sales. The success of our new product offerings depends upon a number of factors, including our ability to:

● ~~termination~~accurately ofanticipate ~~cash~~customer ~~management arrangements and/or delays in accessing or actual loss of funds subject to cash management arrangements.~~needs;

15● innovate and develop new products;

In● ~~addition,~~successfully ~~investor~~commercialize ~~concerns~~new ~~regarding~~products ~~the U.S. or international financial systems could result~~ in ~~less~~a ~~favorable~~timely commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. Any decline in available funding or access to our cash and liquidity resources could, among other risks, adversely impact our ability to meet our operating expenses or other obligations, financial or otherwise, result in breaches of our financial and/or contractual obligations, or result in violations of federal or state wage and hour laws. Any of these impacts, or any other impacts resulting from the factors described above or other related or similar factors, could have material adverse impacts on our liquidity and our current and/or projected business operations and financial condition and results of operations.manner;

In● ~~addition,~~price ~~any further deterioration in the macroeconomic economy or financial services industry could lead to losses or defaults by~~ our ~~partners,~~products vendors or suppliers, which in turn, could have a material adverse effect on our current and/or projected business operations and results of operations and financial condition. For example, a partner may fail to make payments when due, default under their agreements with us, become insolvent or declare bankruptcy, or a supplier may determine that it will no longer deal with us as a customer. In addition, a vendor or supplier could be adversely affected by any of the liquidity or other risks that are described above as factors that could result in material adverse impacts on us, including but not limited to delayed access or loss of access to uninsured deposits or loss of the ability to draw on existing credit facilities involving a troubled or failed financial institution. The bankruptcy or insolvency of any partner, vendor or supplier, or the failure of any partner to make payments when due, or any breach or default by a partner, vendor or supplier, or the loss of any significant supplier relationships, could cause us to suffer material losses and may have a material adverse impact on our business.competitively;

~~Unfavorable~~● ~~publicity~~manufacture orand ~~consumer~~deliver ~~perception of~~ our products ~~and~~in ~~any~~sufficient ~~similar~~volumes ~~products~~and ~~distributed~~in ~~by other companies could have~~ a ~~material~~timely ~~adverse~~manner; ~~effect on our business.~~ and

We● ~~believe~~differentiate the nutritional supplement market is highly dependent upon consumer perception regarding the safety, efficacy and quality of nutritional supplements generally, as well as of products distributed specifically by us. Consumer perception of our products can be significantly influenced by scientific research or findings, regulatory investigations, litigation, national media attention and other publicity regarding the consumption of nutritional supplements. There can be no assurance that future scientific research, findings, regulatory proceedings, litigation, media attention or other research findings or publicity will be favorable to the nutritional supplement market or any particular product, orofferings ~~consistent with~~from ~~earlier~~those publicity. Future research reports, findings, regulatory proceedings, litigation, media attention or other publicity that are perceived as less favorable than, or that question, earlier research reports, findings or publicity could have a material adverse effect on the demand for our products and our business, results of operations, financial condition and cash flows. Our dependence upon consumer perceptions means that adverse scientific research reports, findings, regulatory proceedings, litigation, media attention or other publicity, whether or not accurate or with merit, could have a material adverse effect on us, the demand for our ~~products, and our business, results of operations, financial condition and cash flows~~competitors. Further, adverse publicity reports or other media attention regarding the safety, efficacy and quality of nutritional supplements in general, or our products specifically, or associating the consumption of nutritional supplements with illness, could have such a material adverse effect. Such adverse publicity reports or other media attention could arise even if the adverse effects associated with such products resulted from consumers' failure to consume such products appropriately or as directed.

~~Our~~If any ~~success~~new isproducts ~~linked~~fail to ~~the~~gain ~~size~~market ~~and~~acceptance, ~~growth~~are restricted by regulatory requirements or have quality problems, this would harm ~~rate~~our results of ~~the~~operations. ~~vitamin,~~If ~~mineral~~we ~~and~~do ~~supplement~~not ~~market~~introduce ~~and~~new anproducts ~~adverse~~or ~~change~~make inenhancements to meet the ~~size~~changing orneeds ~~growth~~of ~~rate~~our customers in a timely manner, some of ~~that~~our ~~market~~products could be rendered obsolete, which could have a material adverse effect on usour business, results of operations, financial condition and cash flows.

~~An adverse change in size or growth rate of the~~If ~~vitamin,~~we ~~mineral~~experience ~~and~~product ~~supplement market could have a material adverse effect on us. Underlying market conditions are subject to change based on economic conditions~~recalls, ~~consumer~~we ~~preferences,~~may ~~the~~incur ~~impact~~significant ~~of COVID-19~~ and ~~other~~unexpected ~~factors that are beyond our control~~costs, ~~including media attention~~ and ~~scientific~~our ~~research,~~business ~~which~~reputation ~~may~~could be ~~positive~~adversely ~~or negative~~affected.

~~General~~We may ~~economic~~be ~~conditions~~exposed to product recalls and adverse public relations if our products are mislabeled or alleged to cause injury or illness, or ~~including~~if we are alleged to have violated governmental regulations. A product recall could result in substantial and unexpected expenditures, awhich ~~prolonged~~would ~~macroeconomic~~reduce ~~downturn~~operating profit and cash flow. In addition, a product recall may ~~negatively~~require ~~affect~~significant ~~consumer~~management ~~purchases,~~attention. ~~which~~Product recalls ~~could~~may ~~adversely~~hurt ~~affect~~the value of our ~~sales,~~brands asand ~~well~~lead asto decreased demand for our ~~ability~~ products. Product recalls also may lead to ~~access~~increased ~~credit~~scrutiny by federal, state or international regulatory agencies of our operations and increased litigation and could have a material adverse effect on ~~terms~~our ~~previously~~business, ~~obtained~~results of operations, financial condition and cash flows.

~~Our~~We may ~~results~~incur ~~are~~material ~~dependent~~product onliability ~~a number of factors impacting consumer spending~~claims, ~~including~~which ~~general~~could ~~economic~~increase ~~and~~our ~~business conditions; consumer confidence; wages and employment levels; the housing market; consumer debt levels; availability of consumer credit; credit and interest rates; fuel and energy~~ costs; ~~energy shortages; taxes;~~ and general political conditions, both domestic and abroad. Consumer product purchases, including purchases of our products, may decline during recessionary periods. A prolonged downturn or an uncertain outlook in the economy may materially adversely affect our ~~business~~ reputation, revenues ~~and profits and the market price of our common stock~~, and ~~we cannot be certain that funding for our capital needs~~operating ~~will be available from our existing financial institutions and the credit markets if needed, and if available, to the extent required and on acceptable terms~~income. If we cannot obtain funding when needed, in each case on acceptable terms, we may be unable to adequately fund our operating expenses and fund required capital expenditures, which may have an adverse effect on our revenues and results of operations.

16As a manufacturer and distributor of products designed for human consumption, we are subject to product liability claims if the use of our products is alleged to have resulted in injury. Our products consist of vitamins, minerals, dietary supplements, and other ingredients that are classified as foods and dietary supplements, and, in most cases, are not necessarily subject to pre-market regulatory approval in the United States. Some of our products contain innovative ingredients that do not have long histories of human consumption. Previously unknown adverse reactions resulting from human consumption of these ingredients could occur. In addition, some of the products we sell are produced by third-party manufacturers. As a marketer of products manufactured by third parties, we also may be liable for various product liability claims for products we do not manufacture. We have been in the past, and may be in the future, subject to various product liability claims, including, among others, that our products include inadequate instructions for use or inadequate warnings concerning possible side effects and interactions with other substances. A product liability claim against us could result in increased costs and could adversely affect our reputation with our customers, which, in turn, could have a material adverse effect on our business, results of operations, financial condition and cash flows.

~~We operate in highly competitive and fast-evolving industries, and our failure to compete effectively could affect our market share, financial condition and growth prospects adversely.~~ 16

~~The markets in which we operate are characterized~~Insurance ~~by rapid technological changes~~coverage, ~~frequent~~even ~~new~~where ~~product introductions~~available, ~~established~~may ~~and~~not emerging competition, extensive intellectual property disputes and litigation, price competition, aggressive marketing practices, evolving industry standards and changing customer preferences. Accordingly, our prospects must be ~~considered~~sufficient into ~~light~~cover oflosses ~~the~~we ~~uncertainties,~~may ~~risks, expenses, and difficulties frequently encountered by companies operating in rapidly changing and competitive markets~~incur.

~~The nutritional supplement industry is a large~~Our ~~and~~business ~~growing~~exposes ~~industry~~us ~~and~~to isthe ~~highly~~risk ~~fragmented in terms~~ of ~~both~~liabilities ~~geographical~~arising ~~market~~from ~~coverage and product categories. The market for nutritional supplements is highly competitive in all~~ our ~~channels of distribution~~operations. WeFor ~~compete~~example, ~~with~~we ~~companies that~~ may ~~have~~be ~~broader~~liable ~~product~~for ~~lines or~~claims ~~larger~~brought ~~sales~~by ~~volumes,~~users of ~~or both, than we do, and~~ our products ~~compete~~or ~~with~~by ~~nationally~~employees, ~~advertised~~customers ~~brand~~or ~~name~~other ~~products.~~third ~~These~~parties ~~national brand~~for ~~companies~~personal ~~have~~injury ~~resources~~or ~~greater~~property ~~than~~damage ~~ours.~~occurring ~~Numerous companies compete with us~~ in the ~~development,~~course ~~manufacture and marketing~~ of ~~nutritional~~ ~~supplements worldwide~~our operations. ~~The~~We ~~market~~seek ~~is highly sensitive~~ to ~~the~~minimize ~~introduction~~these ofrisks ~~new~~through ~~products,~~various ~~which~~insurance ~~may~~contracts ~~rapidly capture a significant share of the market. We also may face competition~~ from ~~low~~third-~~cost~~party ~~entrants~~insurance ~~to the industry, including from international markets~~carriers. ~~Increased competition from companies that distribute through the wholesale channel~~However, ~~especially~~our ~~the private label market, could have a material~~insurance ~~adverse~~coverage ~~effect~~is onsubject ~~our~~to ~~business,~~large ~~results~~individual ofclaim ~~operations~~deductibles, ~~financial~~individual ~~condition~~claim and ~~cash~~aggregate ~~flows~~policy aslimits, ~~these competitors may have greater financial~~ and other ~~resources~~terms ~~available to them~~ and ~~possess extensive manufacturing, distribution and marketing capabilities far greater than ours~~conditions. We ~~are~~retain ~~also~~an ~~subject~~insurance torisk ~~competition~~for in the ~~attraction~~deductible ~~and~~portion ~~retention~~ of ~~employees. Many~~each ofclaim ~~our~~and ~~competitors~~for ~~have~~any ~~greater~~gaps ~~financial resources~~in ~~and~~insurance ~~can~~coverage. ~~offer~~We ~~employees~~do ~~compensation~~not ~~packages~~view ~~with~~insurance, by ~~which~~itself, itas isa ~~difficult~~material ~~for~~mitigant us to ~~compete~~these business risks.

~~With our acquisition of Nexus in 2021, we entered~~We ~~the~~cannot ~~digital~~assure ~~marketing~~that ~~industry~~our asinsurance awill ~~way~~be sufficient to ~~promote~~cover ~~the~~our ~~products~~losses. ~~and~~Any ~~brands~~losses that weinsurance ~~sell.~~does Wenot ~~compete~~substantially ~~with~~cover ~~other advertising service providers~~could ~~that~~have ~~may~~a ~~reach~~material ~~our~~adverse ~~target~~effect ~~audience~~on ~~by means that are more effective than~~ our ~~services. Further~~business, ifresults ~~such other providers~~ of ~~advertising have a long operating history~~operations, ~~large~~financial ~~product and service suites~~condition, ~~more capital resources~~ and ~~broad~~cash ~~international or local recognition, our operating results may be adversely affected if we cannot successfully compete~~flows.

~~The digital advertising market is rapidly developing.~~We ~~Accordingly,~~rely ~~the~~on ~~development~~our ofmanufacturing ~~the~~operations ~~markets in which we operate makes it difficult~~ to ~~evaluate~~produce the ~~viability~~vast ~~and~~majority ~~sustainability~~ of ~~our business~~the ~~and~~nutritional ~~its~~supplements ~~acceptance by advertisers and clients. We cannot assure you~~ that we ~~will~~sell, beand ~~profitable~~disruptions ~~every~~in ~~year. We expect that~~ our ~~operating~~manufacturing ~~expenses~~system ~~will~~or ~~increase~~losses asof wemanufacturing ~~expand.~~certifications ~~Any~~could ~~significant~~affect ~~failure~~our toresults ~~realize~~of ~~anticipated~~operations ~~revenue growth could result in operating losses~~adversely.

We currently ~~may~~operate ~~not~~a bemanufacturing ~~able~~facility toin ~~compete~~Riviera ~~effectively~~Beach, inFlorida. All our domestic and ~~some~~foreign oroperations ~~all~~manufacturing ~~our~~products ~~markets~~for sale to the United States are subject to GMPs promulgated by the FDA and other applicable regulatory standards, including in the areas of environmental protection and worker health and safety. Any significant disruption in our ~~attempt~~operations at the facility, including any disruption due to doany soregulatory ~~may~~requirement, ~~require~~could usaffect our ability to ~~reduce~~respond quickly to changes in consumer demand and could have a material adverse effect on our ~~prices~~business, ~~which~~results of operations, financial condition, and cash flows. Additionally, we may ~~result~~be exposed to risks relating to the opening of new facilities or closing existing facilities that may cause a disruption in ~~lower~~our ~~margins~~operations. ~~Failure~~Although we have implemented GMPs in our facility, there can be no assurance that products manufactured in our plant will not be contaminated or otherwise fail to meet our quality standards. Any such contamination or other quality failures ~~compete~~could ~~effectively~~result in costly recalls, litigation, regulatory actions, or damage to our reputation, which could have a material adverse effect on our ~~market share,~~ business, results of operations, financial condition, ~~cash flows~~ and ~~growth~~cash ~~prospects~~flows.

~~Our~~We are ~~major~~also ~~customers~~dependent ~~account~~on ~~for~~certain athird-party ~~significant portion~~contract ofmanufacturers ~~our consolidated net sales~~ and ~~the loss of any major customer could have a material adverse effect on our results of operations~~suppliers.

~~During~~Some of ~~fiscal~~our own ~~2022,~~brands ~~Amazon~~of vitamins and ~~Costco~~supplements, ~~accounted for~~are ~~30%~~produced by third party contract manufacturers. We also purchase certain important ingredients and ~~10%~~raw materials from third-party suppliers. The principal raw materials required in our operations are vitamins, ~~respectively~~minerals, herbs, ofgelatin, ~~our~~and ~~total~~packaging ~~revenues~~components. WeReal door ~~not~~perceived ~~have~~quality acontrol ~~long-term~~problems with products manufactured by contract ~~with~~manufacturers or ~~these~~raw ~~major~~materials ~~customers~~outsourced from certain suppliers could negatively impact consumer confidence in our products or expose us to liability. In addition, ~~and~~disruption in the ~~loss~~operations of any ~~major~~such ~~customer~~manufacturer ~~could~~or ~~have~~supplier aor material ~~adverse~~increases ~~effect~~in onthe ~~our~~price ~~results~~ of ~~operations.~~raw Inmaterials, ~~addition~~for any reason, ~~our~~such ~~results~~as ofchanges ~~operations~~in economic and ~~ability to~~political ~~service~~conditions, ~~our~~tariffs, ~~debt~~trade ~~obligations~~disputes, ~~would~~regulatory berequirements, ~~impacted~~import ~~negatively~~restrictions, loss toof ~~the~~certifications, ~~extent~~power ~~that~~interruptions, ~~any~~fires, ~~major~~hurricanes, ~~customer~~drought isor ~~unable~~other toclimate-related ~~make~~events, ~~payments~~war toor usother ~~or does~~events, ~~not~~could ~~make~~have a ~~timely~~material ~~payments~~adverse effect on ~~outstanding~~our ~~accounts~~business, ~~receivables~~results of operations, financial condition and cash flows.

~~Failure~~Natural disasters to(whether ~~develop~~or ~~new~~not ~~products~~caused by climate change), unusually adverse weather conditions, pandemic outbreaks, terrorist acts and ~~production~~global ~~technologies~~political events could cause permanent or temporary facility closures, impair our ability to ~~implement~~purchase, ~~productivity~~receive ~~and~~or ~~cost~~replenish ~~reduction~~raw ~~initiatives~~materials or ~~successfully~~cause ~~may~~customer ~~harm~~traffic to decline, all of which could result in lost sales and otherwise adversely affect our ~~competitive~~financial ~~position~~performance.

~~Our~~The occurrence ~~business~~of ~~depends~~one ~~significantly~~or onmore ~~the~~natural ~~development~~disasters, such as hurricanes, fires, floods and earthquakes (whether or not caused by climate change), ofunusually ~~commercially~~adverse ~~viable~~weather ~~new~~conditions, ~~products~~pandemic asoutbreak, ~~well~~terrorist acts or disruptive global political events, such as ~~process~~civil ~~technologies.~~unrest Ifin locations wewhere our facilities, contract manufacturers or suppliers are ~~unsuccessful~~located, inor ~~developing~~similar ~~new~~disruptions ~~products~~could ~~and~~adversely ~~production~~affect our operations ~~processes~~and financial performance. To the extent these events result in the ~~future,~~closure of one or more of our ~~competitive~~manufacturing ~~position~~facilities ~~and~~or ~~results~~our corporate headquarters, or impact one or more of our contract manufacturers or key suppliers, our operations ~~may~~and financial performance could be materially ~~negatively~~adversely affected through lost sales. ~~However~~In addition, asthese weevents ~~invest~~could result in ~~new~~increases in fuel (or other energy) prices ~~technology,~~or wea ~~face~~fuel shortage, the ~~risk~~temporary lack of ~~unanticipated~~an ~~operational~~adequate orwork ~~commercialization~~force ~~difficulties~~in a market, ~~including~~the antemporary ~~inability~~or tolong-term ~~obtain~~disruption ~~necessary~~in the supply of ~~permits~~products orfrom ~~governmental~~some ~~approvals~~local and overseas suppliers, the ~~development~~temporary ofdisruption ~~competing~~in ~~technologies,~~the ~~failure~~transport of ~~facilities~~goods orfrom ~~processes~~overseas, todelay ~~operate~~ in ~~accordance~~the delivery ~~with~~of ~~specifications~~goods orto ~~expectations~~our customers, ~~construction~~the ~~delays,~~temporary ~~cost~~reduction ~~over-runs,~~in the ~~unavailability~~availability of ~~financing~~our products, ~~required~~expiration ~~materials~~of orinventory, ~~equipment~~future long-lived asset ~~and~~impairment ~~various~~charges ~~other~~and ~~factors.~~disruption ~~Likewise,~~to our ~~initiatives~~information tosystems. ~~improve~~These ~~productivity~~events ~~and~~also ~~performance~~could ~~and~~have toindirect ~~generate~~consequences, ~~cost~~such ~~savings~~as ~~may~~increases ~~not be~~in ~~completed~~the orcost ~~beneficial~~of orinsurance, ~~the~~if ~~estimated~~they ~~cost~~were ~~savings~~to ~~from~~result ~~such~~in ~~activities~~significant ~~may~~loss ~~not~~of beproperty ~~realized~~or other insurable damage.

~~Resources~~An increase ~~devoted~~in tothe ~~product~~price ~~innovation may~~and ~~not~~shortage ~~yield~~of ~~new~~supply ~~products~~of ~~that~~key ~~achieve~~raw ~~commercial~~materials ~~success~~could adversely affect our business.

~~The~~Our products ~~development~~are composed of ~~new~~certain ~~and~~key ~~innovative~~raw ~~products requires~~materials. ~~significant~~If ~~investment~~the inprices ~~research~~of ~~and~~these ~~development~~raw ~~and~~materials ~~testing~~were ofto ~~new~~increase ~~ingredients~~significantly, ~~formulas~~the ~~and~~costs ~~possibly new production processes.~~to ~~The~~manufacture ~~research~~our ~~and~~products ~~development~~or ~~process~~to ~~can~~purchase beproducts ~~expensive~~from ~~and~~our ~~prolonged~~contract ~~and~~manufacturers ~~entails~~could ~~considerable~~increase ~~uncertainty.~~significantly ~~Products~~and we may ~~appear~~not ~~promising~~be able into ~~development~~pass ~~but~~on ~~fail~~such increases to ~~reach~~our ~~market~~customers. ~~within~~Additionally, in the ~~expected~~event ~~time~~any ~~frame~~of our, or atour ~~all.~~contract Wemanufacturer’s, ~~may~~third-party suppliers ~~face~~or ~~significant~~vendors ~~challenges~~become ~~with~~unable ~~regard~~or unwilling to continue to provide raw materials in the required volumes and quality levels or in a ~~key~~timely ~~product~~manner, ~~launch. Further~~we, ~~products~~or ~~also~~our ~~may~~contract ~~fail~~manufacturers, would be required to ~~achieve~~identify ~~commercial~~and ~~viability~~obtain ~~due~~acceptable toreplacement ~~pricing~~supply ~~competitiveness~~sources. ~~with~~If we, ~~other~~or ~~retailers~~they, ~~failure~~ are unable to ~~timely~~identify ~~bring~~and ~~the~~obtain ~~product~~alternative tosupply ~~market,~~sources ~~failure~~in toa ~~differentiate~~timely ~~the~~manner ~~product~~or ~~with~~at all, our ~~competitors~~business ~~and~~could ~~other~~be ~~reasons~~adversely affected. ~~Finally, there~~A issignificant noincrease ~~guarantee~~in ~~that~~the ~~our~~price ~~development~~of ~~teams~~raw ~~will~~materials bethat ~~able~~cannot tobe ~~successfully~~passed ~~respond~~on to ~~competitive~~customers ~~products~~could ~~that~~have ~~could~~a ~~render~~material ~~some~~adverse effect ofon our ~~offerings~~results ~~obsolete.~~of ~~Development~~operations ofand afinancial ~~new~~condition. ~~product~~Events such as COVID-19, ~~from~~the ~~discovery~~threat ~~through~~of ~~testing~~political toor social unrest, or the ~~store~~perceived threat ~~shelf~~thereof, ~~typically~~may ~~takes~~also ~~between~~have ~~four to~~a ~~seven~~significant ~~months,~~impact ~~but~~on ~~may~~raw ~~require~~material anprices ~~even~~and ~~longer~~transportation ~~timeline~~costs iffor ~~clinical~~our ~~trials~~products. ~~are~~In ~~involved.~~addition, ~~Each~~the interruption ofin ~~these~~supply ~~time~~of ~~periods~~certain ~~can~~key ~~vary~~raw ~~considerably from~~materials ~~product~~essential to ~~product~~the ~~and~~manufacturing ~~therefore~~of ~~the~~our ~~costs~~products may have an adverse impact on us and our ~~risks~~suppliers’ ofability ~~producing~~to aprovide ~~commercially~~us ~~viable~~with ~~product~~the ~~can~~necessary ~~increase~~products ~~significantly~~needed asto ~~time~~maintain our customer relationships and an adequate ~~passes~~level of sales.

~~Our~~General trade ~~failure~~tensions tobetween ~~appropriately~~the ~~respond~~U.S. toand China have been escalating since 2018, with multiple rounds of U.S. tariffs on Chinese goods taking ~~changing~~effect, ~~consumer~~with ~~preferences~~some ~~and~~subsequently ~~demand~~being ~~for~~de-escalated. ~~new~~Furthermore, ~~products~~China ~~and~~or ~~services~~other countries may institute retaliatory trade measures in response to existing or future tariffs imposed by the U.S. that could ~~harm~~have a negative impact on our ~~customer~~business. ~~relationships~~If ~~and~~any ~~product~~of these events continue as described, we may need to seek alternative suppliers or vendors, raise prices, or make changes to our operations, any of which could have a material adverse effect on our sales ~~significantly~~and profitability, results of operations and financial condition.

~~The~~In addition, ~~nutritional~~the ~~supplement~~continuing ~~industry~~conflicts isin ~~characterized by~~Ukraine ~~rapid~~ and ~~frequent~~the ~~changes~~Middle inEast ~~demand~~may ~~for~~have ~~products~~impacts ~~and~~on ~~new~~our ~~product~~ability ~~introductions. Our failure~~ to ~~accurately~~obtain ~~predict~~certain ~~these~~raw ~~trends~~materials ~~could~~or ~~negatively~~raise ~~impact~~prices ~~consumer~~on ~~opinion~~certain ofraw usmaterials. asThese aregions ~~source~~are ~~for~~significant ~~the~~worldwide ~~latest~~suppliers ~~products,~~for ~~which,~~certain iningredients ~~turn,~~used ~~could~~for ~~harm~~ our ~~customer relationships and~~production. ~~cause~~If ~~decreases~~the inavailability ~~our~~of ~~net~~the ~~sales.~~ingredients ~~The~~becomes ~~success~~negatively ofeffected, ~~our~~it ~~new~~may ~~product~~be ~~offerings~~more ~~depends~~difficult ~~upon~~or aexpensive ~~number~~for ofus ~~factors,~~to ~~including~~obtain ~~our~~these ~~ability to:~~ingredients.

●Our expansion ~~accurately~~into ~~anticipate~~new ~~customer~~business ~~needs;~~lines and services may result in unseen risks, challenges and uncertainties.

●As a ~~innovate~~result of our acquisition of Nexus in November 2021, we have entered the digital marketing business as a way to promote the products and ~~develop~~brands that we sell. Such acquisition may result in unseen risks, challenges and uncertainties. We may incur additional capital expenditure to support the expansion of our business and there is no guarantee that we may increase our revenues generated from such new ~~products;~~business. Also, our failure to manage costs and expenses and evaluate consumer demands with respect to such new business could materially and adversely affect the prospects of us achieving overall profitability of and recouping our investments in this new business line. Moreover, this new business line may require significant managerial, financial, operational and other resources, as well as the smooth cooperation with our company. We may also face higher regulatory, legal and counterparty risks from entering this business. If we fail to manage the development of this new business line successfully, our growth potential, business and results of operations may be materially and adversely affected.

●Declines in ~~successfully~~foot ~~commercialize~~traffic, ~~new~~rising ~~products~~real inestate prices and other costs and risks relating to operating a ~~timely~~brick ~~manner;~~and mortar retail store could affect our results.

●On August ~~price~~24, ~~our~~2021, we established Smart for Life Canada Inc. as a wholly owned subsidiary of Doctors Scientific Organica, LLC in Canada. This subsidiary sells retail products ~~competitively;~~through a retail store location in Montreal Canada and the same location also acts as distribution center for our international direct to consumer and big box customers.

●The success ~~manufacture~~of ~~and~~our ~~deliver~~retail ~~our~~store ~~products~~is affected by (1) the location of the store; (2) surrounding tenants or vacancies; (3) increased competition in ~~sufficient~~the ~~volumes~~area where the store is located; (4) the amount spent on advertising and promotion to attract consumers to the store; and (5) a shift towards online shopping resulting in a ~~timely~~decrease ~~manner;~~in retail store traffic. Declines in consumer traffic could have a negative impact on our net sales and could materially adversely affect our financial condition and results of operations. Furthermore, declines in traffic could result in store impairment charges if expected future cash flows of the related asset group do not exceed the carrying value.

●We rent ~~differentiate~~this store under a three-year lease agreement ending in September 2024. If we fail to negotiate appropriate terms for new leases or lease renewals, we may incur lease costs that are excessive and cause operating margins to be below acceptable levels. We may also make term commitments that are too long or too short, without the option to exit early or extend. Factors such as the condition of local property markets, availability of lease financing, taxes, zoning and environmental issues, and competitive actions may impact the availability of, and our ~~product~~ability ~~offerings~~to ~~from~~successfully ~~those~~negotiate, leases. Furthermore, the success of the store depends on a number of factors, including the success of the shopping center where our ~~competitors~~store is located, consumer demographics and consumer shopping patterns. These factors cannot be predicted with complete accuracy. If we fail to profitably operate this new store, our financial performance could be adversely affected.

If any new products fail to gain market acceptance, are restricted by regulatory requirements or have quality problems, this would harm our results of operations. If we do not introduce new products or make enhancements to meet the changing needs of our customers in a timely manner, some of our products could be rendered obsolete, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.18

IfOur success weis ~~experience~~dependent ~~product~~on ~~recalls~~the accuracy, wereliability, ~~may incur~~and ~~significant~~proper use of sophisticated and ~~unexpected~~dependable ~~costs,~~information processing systems and management information technology and any interruption in these systems could have a material adverse effect on our business, ~~reputation~~financial condition, ~~could~~and beresults ~~adversely~~of ~~affected~~operations.

WeOur success ~~may~~is bedependent ~~exposed~~on tothe ~~product~~accuracy, ~~recalls~~reliability, and ~~adverse public~~proper ~~relations~~use ifof ~~our~~sophisticated ~~products~~and ~~are~~dependable ~~mislabeled~~information orprocessing ~~alleged~~systems toand management ~~cause~~information ~~injury~~technology. orOur ~~illness,~~information ortechnology ifsystems we are ~~alleged~~designed ~~to have violated governmental regulations. A product recall could result in substantial~~ and ~~unexpected~~selected ~~expenditures,~~to ~~which~~facilitate ~~would~~order ~~reduce~~entry ~~operating profit~~ and ~~cash flow.~~customer ~~In addition~~billing, amaintain ~~product~~customer ~~recall~~records, ~~may~~accurately ~~require~~track ~~significant~~purchases, ~~management~~manage ~~attention.~~accounting, ~~Product~~finance, ~~recalls~~and ~~may~~manufacturing ~~hurt~~operations, ~~the~~generate ~~value~~reports, and ofprovide ~~our~~customer ~~brands~~service and ~~lead to~~technical ~~decreased demand for our products~~support. ~~Product~~Any ~~recalls~~interruption ~~also~~in ~~may~~these ~~lead~~systems toor ~~increased~~any ~~scrutiny~~interruption byassociated ~~federal,~~with ~~state~~the ~~or international regulatory~~transition ~~agencies~~ of ~~our~~these ~~operations~~systems ~~and~~to ~~increased~~a ~~litigation~~new ~~and~~information technology platform could have a material adverse effect on our business, ~~results of operations,~~ financial condition , and ~~cash~~results ~~flows~~of operations.

~~We may incur material product liability~~System ~~claims,~~interruptions ~~which~~or ~~could~~security ~~increase~~breaches ~~our~~may ~~costs and adversely~~ affect ~~our reputation, revenues and operating income~~sales.

~~As a manufacturer and distributor of products~~Customer ~~designed~~access ~~for human consumption~~to, weand ~~are~~ability ~~subject~~ to ~~product liability claims if the~~ use, of our ~~products~~websites isaffect ~~alleged~~our ~~to have resulted in injury~~sales. ~~Our~~If ~~products~~we ~~consist of vitamins, minerals, dietary supplements and other ingredients that~~ are ~~classified~~unable asto ~~foods~~maintain and ~~dietary supplements,~~continually ~~and,~~enhance ~~in most cases, are not necessarily subject to pre-market regulatory approval in~~ the ~~United~~efficiency ~~States. Some~~ of our ~~products contain~~systems, ~~innovative~~we ~~ingredients~~could ~~that~~experience dosystem ~~not~~interruptions ~~have~~or ~~long~~delays ~~histories~~that ofcould ~~human~~affect ~~consumption.~~our ~~Previously~~operating ~~unknown~~results ~~adverse reactions resulting from human consumption of these ingredients could occur~~negatively. In addition, ~~some of the products~~ we ~~sell are produced by third-party manufacturers.~~could ~~As a marketer of products manufactured by third parties, we also may~~ be liable for ~~various~~breaches ~~product~~of ~~liability~~security ~~claims~~on ~~for~~our ~~products we do not manufacture. We have been in the past~~websites, ~~and~~loss ~~may~~or bemisuse inof ~~the future, subject to various product liability claims, including, among others, that~~ our ~~products~~customers’ ~~include~~personal ~~inadequate~~information ~~instructions for use~~ or ~~inadequate~~payment ~~warnings~~data. ~~concerning~~Although we ~~possible~~have ~~side~~developed ~~effects~~systems and ~~interactions~~processes ~~with other~~that ~~substances.~~are Adesigned ~~product~~to ~~liability~~protect ~~claim~~consumer ~~against~~information ~~us could result in increased costs~~ and ~~could~~prevent ~~adversely~~fraudulent ~~affect~~credit ~~our~~card ~~reputation with~~transactions ~~our~~and ~~customers,~~other ~~which,~~security ~~in turn~~breaches, ~~could~~failure ~~have~~to aprevent ~~material~~or ~~adverse~~mitigate ~~effect~~such onfraud ~~our~~or ~~business,~~breaches ~~results~~may ofnegatively ~~operations,~~affect ~~financial~~our ~~condition~~operating ~~and cash flows~~results.

18We must successfully maintain and/or upgrade our information technology systems, and our failure to do so could have a material adverse effect on our business, financial condition, or results of operations.

~~Insurance~~We rely ~~coverage~~on various information technology systems to manage our operations. Recently, ~~even~~we ~~where~~have ~~available~~implemented, and we continue to implement, ~~may~~modifications ~~not~~and beupgrades ~~sufficient~~to such systems and acquired new systems with new functionality. These types of activities subject us to ~~cover~~inherent costs ~~losses~~and werisks associated with replacing and changing these systems, including impairment of our ability to fulfill customer orders, potential disruption of our internal control structure, substantial capital expenditures, additional administration and operating expenses, retention of sufficiently skilled personnel to implement and operate the new systems, demands on management time and other risks and costs of delays or difficulties in transitioning to or integrating new systems into our current systems. These implementations, modifications and upgrades may ~~incur~~not result in productivity improvements at a level that outweighs the costs of implementation, or at all. In addition, the difficulties with implementing new technology systems may cause disruptions in our business operations and have a material adverse effect on our business, financial condition or results of operations.

~~Our business exposes us to the risk of liabilities~~Privacy ~~arising~~protection ~~from~~is ~~our~~increasingly ~~operations. For example~~demanding, and we may be ~~liable~~exposed ~~for claims brought by users of our products or by employees, customers or other third parties for personal injury or property damage occurring in the course of our operations. We seek~~ to ~~minimize these~~ risks ~~through~~ ~~various~~and ~~insurance~~costs ~~contracts~~associated ~~from~~with ~~third-party~~security ~~insurance~~breaches, ~~carriers.~~data ~~However~~loss, ~~our~~credit ~~insurance coverage is subject to large individual~~card ~~claim~~fraud ~~deductibles, individual claim~~ and ~~aggregate~~identity ~~policy~~theft ~~limits,~~that ~~and~~could ~~other~~cause ~~terms~~us ~~and~~to ~~conditions.~~incur Weunexpected ~~retain~~expenses anand ~~insurance~~loss ~~risk for the deductible portion~~ of ~~each~~revenue, ~~claim~~suffer ~~and~~reputational ~~for~~harm ~~any~~with ~~gaps~~our ~~in insurance coverage. We do not view insurance~~customers, as bywell ~~itself,~~ as aother ~~material mitigant to these business~~ risks.

The protection of customer, employee, vendor and other business data is critical to us. We ~~cannot~~receive ~~assure~~confidential ~~that~~customer data, including payment cards and personally identifiable information, in the normal course of customer transactions. In order for our ~~insurance~~sales ~~will~~channels to function, we and other parties involved in processing customer transactions must be ~~sufficient~~able to transmit confidential information, including credit card information, securely over public networks. While we have taken significant steps to ~~cover~~protect customer and confidential information, the intentional or negligent actions of employees, business associates or third parties may undermine our ~~losses~~security measures and result in unauthorized parties obtaining access to our data systems and misappropriating confidential data. ~~Any~~There ~~losses~~can be no assurance that ~~insurance~~advances in ~~does~~computer capabilities, new discoveries in the field of cryptography or other developments will prevent a compromise of our customer transaction processing capabilities and personal data. Because the techniques used to obtain unauthorized access to, disable, degrade, or sabotage systems change frequently and often are not ~~substantially~~recognized ~~cover~~until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Any compromise of our data security could ~~have~~result in a ~~material~~violation ~~adverse~~of ~~effect~~applicable privacy onand other laws or standards, significant legal and financial exposure beyond the scope or limits of our ~~business~~insurance coverage, ~~results~~interruption of our operations, ~~financial~~increased ~~condition~~operating costs associated with remediation, equipment acquisitions or disposal, added personnel, and ~~cash~~a loss ~~flows~~of confidence in our security measures, which could harm our business or investor confidence. Any security breach involving the misappropriation, loss or other unauthorized disclosure of sensitive or confidential information could attract a substantial amount of media attention, damage our reputation, expose us to risk of litigation and material liability, disrupt our operations and harm our business.

We rely on our manufacturing operations to produce the vast majority of the nutritional supplements that we sell, and disruptions in our manufacturing system or losses of manufacturing certifications could affect our results of operations adversely. 19

~~We currently operate manufacturing facilities~~Federal, instate, ~~Doral~~provincial and ~~Riviera~~international ~~Beach,~~laws ~~Florida. All our domestic~~ and ~~foreign~~regulations ~~operations~~govern ~~manufacturing products for sale to~~ the ~~United~~collection, ~~States~~retention, ~~are subject~~sharing ~~to GMPs promulgated by the FDA~~ and ~~other~~security ~~applicable~~of ~~regulatory~~data ~~standards,~~that ~~including~~we ~~in the areas of environmental protection~~receive ~~and~~from ~~worker health~~ and ~~safety.~~about ~~Any significant disruption in~~ our ~~operations~~employees, ~~at any of these facilities~~customers, ~~including~~and ~~any~~vendors. ~~disruption~~The ~~due to any~~ regulatory ~~requirement,~~environment ~~could~~surrounding ~~affect~~information ~~our~~security ~~ability~~and toprivacy ~~respond~~has ~~quickly~~been increasingly todemanding ~~changes~~ in ~~consumer~~recent ~~demand~~years, ~~and~~including ~~could~~the ~~have~~recent aimplementation ~~material adverse effect on our business, results~~ of ~~operations,~~the ~~financial~~California ~~condition~~Consumer ~~and~~Privacy ~~cash flows~~Act. ~~Additionally~~In Canada, we are ~~may~~subject ~~be exposed~~ to ~~risks~~Canada’s ~~relating to~~Personal ~~the~~Information ~~transfer~~and Protection of ~~work~~Electronic ~~between~~Documents ~~facilities~~Act, orwhich ~~risks~~provides ~~associated~~Canadian residents with privacy ~~opening~~protections ~~new~~and ~~facilities~~sets orout ~~closing~~rules ~~existing~~for ~~facilities~~how ~~that~~companies may ~~cause a~~collect, ~~disruption~~use inand ~~our~~disclose ~~operations.~~personal ~~Although~~information ~~we have implemented GMPs~~ in ~~our~~the ~~facilities,~~course ~~there~~of ~~can be no assurance that products manufactured~~commercial inactivities. ~~our~~The ~~plants~~costs ~~will~~of ~~not~~compliance bewith, ~~contaminated~~and orother ~~otherwise~~burdens ~~fail~~imposed toby, ~~meet~~these ~~our~~and ~~quality~~other ~~standards.~~international ~~Any~~data ~~such~~privacy ~~contamination~~and orsecurity ~~other quality failures~~laws ~~could~~may ~~result~~limit inour ~~costly~~business ~~recalls,~~and ~~litigation,~~services ~~regulatory~~and ~~actions or damage to our reputation, which~~ could have a ~~material~~materially adverse ~~effect~~ impact on our business~~, results of operations, financial condition and cash flows~~.

We believe that we are in material compliance with all laws, regulations and self-regulatory regimes that are applicable to us. However, the laws, regulations, and self-regulatory regimes may be modified, and new laws may be enacted in the future that may apply to us and affect our business. Further, data protection authorities may interpret existing laws in new ways. We may deploy new services from time to time, which may also ~~dependent~~require onus ~~certain~~to change our compliance practices. Any such developments (or developments stemming from enactment or modification of other laws) or the failure to anticipate accurately the application or interpretation of these laws could create liability for us, result in adverse publicity, increase our future compliance costs, make our products and services less attractive to our customers, or cause us to change or limit our business practices, and materially affect our business and operating results. Further, any failure or perceived failure by us or third-party ~~contract~~ ~~manufacturers~~service providers to comply with international data privacy and ~~suppliers.~~security laws may lead to regulatory enforcement actions, fines, private lawsuits or reputational damage.

~~Some of our own brand of vitamins and supplements, as well as the products we sell under the Sports Illustrated Nutrition brand, are produced by third party contract manufacturers.~~ We ~~also purchase certain important ingredients and raw materials from third-party suppliers. The principal raw materials required in~~ ~~our~~may ~~operations~~not ~~are~~be ~~vitamins,~~able minerals, herbs, gelatin and packaging components. Real or perceived quality control problems with products manufactured by contract manufacturers or raw materials outsourced from certain suppliers could negatively impact consumer confidence in our products, or expose us to ~~liability.~~protect In addition, disruption in the operations of any such manufacturer or supplier or material increases in the price of raw materials, for any reason, such as changes in economic and political conditions, tariffs, trade disputes, regulatory requirements, import restrictions, loss of certifications, power interruptions, fires, hurricanes, drought or other climate-related events, war or other events, could have a material adverse effect on our ~~business,~~intellectual ~~results~~property ~~of operations, financial condition and cash flows~~rights.

~~Natural~~We regard ~~disasters~~our ~~(whether~~trademarks, orservice ~~not~~marks, ~~caused~~copyrights, patents, trade secrets, proprietary technologies, domain names and similar intellectual byproperty ~~climate~~as ~~change)~~important to our success. We rely on trademark, ~~unusually~~copyright ~~adverse~~and ~~weather~~patent ~~conditions~~law, ~~pandemic~~trade ~~outbreaks~~secret protection and confidentiality agreements with our future employees, ~~terrorist~~consultants, ~~acts~~vendors, customers and ~~global~~others ~~political~~to ~~events~~protect ~~could~~our ~~cause~~proprietary rights. Many of the trademarks that ~~permanent~~we use contain words or ~~temporary~~terms ~~facility~~having ~~closures~~a somewhat common usage and, ~~impair~~as a result, we may have difficulty registering them in certain jurisdictions. We have not yet obtained registrations for our ~~ability~~most toimportant ~~purchase,~~marks. ~~receive~~If orother ~~replenish~~companies ~~raw~~have ~~materials~~registered or ~~cause~~have ~~customer~~been ~~traffic~~using in commerce similar trademarks for products similar to ~~decline~~ours, ~~all~~we ofmay ~~which~~have ~~could~~difficulty ~~result~~ in ~~lost~~registering, ~~sales~~or ~~and~~enforcing ~~otherwise~~an ~~adversely~~exclusive ~~affect~~right ~~our~~to ~~financial~~use, ~~performance~~our marks.

~~The~~There can ~~occurrence~~be ofno ~~one~~assurance orthat ~~more~~our ~~natural~~efforts ~~disasters, such~~to asprotect ~~hurricanes,~~our ~~fires,~~proprietary ~~floods~~rights ~~and~~will ~~earthquakes~~be ~~(whether~~sufficient or ~~not caused by climate change)~~effective, ~~unusually~~that ~~adverse~~any ~~weather~~pending ~~conditions,~~or ~~pandemic~~future patent ~~outbreaks~~and ~~(including~~trademark ~~the~~applications ~~recent~~will ~~outbreak~~lead ofto ~~COVID-19),~~issued ~~terrorist~~patents ~~acts~~and orregistered ~~disruptive~~trademarks ~~global political events, such as civil unrest~~ in ~~locations~~ ~~where~~all ~~our facilities~~instances, ~~contract~~that ~~manufacturers~~others orwill ~~suppliers~~not ~~are~~develop ~~located,~~ or patent similar ~~disruptions could adversely affect our operations and financial performance. To the extent these events result in the closure of one~~ or ~~more~~superior oftechnologies, ~~our manufacturing facilities or our corporate headquarters~~products, or ~~impact~~that ~~one or more of~~ our ~~contract~~patents, ~~manufacturers or key suppliers~~trademarks, ~~our~~and ~~operations~~other ~~and~~intellectual ~~financial~~property ~~performance~~will ~~could~~not be challenged, ~~materially~~invalidated, ~~adversely~~misappropriated, ~~affected~~or ~~through~~infringed ~~lost~~by ~~sales~~others. ~~In addition~~Additionally, ~~these~~the ~~events~~intellectual ~~could~~property ~~result~~laws inand ~~increases~~enforcement inpractices ~~fuel~~of ~~(or~~ other ~~energy) prices~~ orcountries ain ~~fuel~~which ~~shortage,~~our ~~the~~product ~~temporary~~is ~~lack~~or ofmay ~~an adequate work force~~ in ~~a market,~~ the ~~temporary~~future orbe ~~long-term~~offered ~~disruption~~may innot ~~the~~protect ~~supply~~our of products ~~from some local~~ and ~~overseas~~intellectual ~~suppliers,~~property ~~the~~rights ~~temporary~~to ~~disruption in~~ the ~~transport of goods from overseas, delay in the delivery~~ ofsame ~~goods~~extent toas ~~our customers,~~ the ~~temporary~~laws ~~reduction~~of in the ~~availability~~United ofStates. ~~our~~If ~~products,~~we ~~expiration~~are ofunable ~~inventory, future long-lived asset impairment charges and disruption~~ to protect our ~~information~~intellectual ~~systems.~~property ~~These~~from ~~events~~unauthorized ~~also could have indirect consequences~~use, ~~such~~our ~~as increases in~~brand ~~the~~image ~~cost~~may ofbe ~~insurance~~harmed, ifand ~~they~~our ~~were~~business toand ~~result~~results ~~in significant loss~~ of ~~property~~operations ormay ~~other insurable damage~~suffer.

19Assertions by third parties of infringement, misappropriation, or other violation by us of their intellectual property rights could result in significant costs and substantially harm our business and operating results.

AnIn recent ~~increase~~years, there has been significant litigation involving intellectual property rights in ~~the~~many ~~price~~technology-based industries. Any infringement, misappropriation, or related claims, whether or not meritorious, is time-consuming, diverts technical and ~~shortage~~management ofpersonnel and is ~~supply~~costly to resolve. As a result of ~~key~~any ~~raw~~such ~~materials~~dispute, we may have to develop non-infringing technology, pay damages, enter into royalty or licensing agreements, cease providing our product or take other actions to resolve the claims. These actions, if required, may be costly or unavailable on terms acceptable to us. Any of these events could ~~adversely~~result ~~affect~~in increases in operating expenses, limit our product offerings or result in a loss of business.

~~Our products are composed of certain key raw~~We materials. If the prices of these raw materials were to increase significantly, the costs to manufacture our products or to purchase products from our contract manufacturers could increase significantly and we may ~~not~~ be ~~able~~required to ~~pass~~indemnify ~~on such increases to~~ our ~~customers. Additionally, in the event any of our, or our contract manufacturer’s, third-party suppliers or~~ vendors ~~become unable or unwilling to continue to provide raw materials in the required volumes~~ and ~~quality levels~~ /or ~~in a timely manner~~customers, we, or our contract manufacturers, would be required to identify and obtain acceptable replacement supply sources. If we, or they, are unable to identify and obtain alternative supply sources in a timely manner or at all, our business could be adversely affected. A significant increase in the ~~price~~payment of ~~raw~~which ~~materials that cannot be passed on to customers~~ could have a material adverse effect on our ~~results of operations and~~ business, financial condition~~. Events such as COVID-19~~, ~~the threat of political or social unrest, or the perceived threat thereof, may also have a significant impact on raw material prices~~ and ~~transportation~~operating ~~costs for our products~~results. In addition, the interruption in supply of certain key raw materials essential to the manufacturing of our products may have an adverse impact on us and our suppliers’ ability to provide us with the necessary products needed to maintain our customer relationships and an adequate level of sales.

~~General trade tensions between the U.S. and China~~We ~~have~~provide ~~been~~certain ~~escalating~~rights ~~since 2018, with multiple rounds~~ of ~~U.S.~~indemnification ~~tariffs~~to onour ~~Chinese~~vendors ~~goods~~and/or ~~taking~~customers ~~effect,~~in ~~with~~certain ~~some subsequently being de-escalated~~circumstances. ~~Furthermore,~~ ~~China~~If orany ~~other~~plaintiff ~~countries~~is ~~may~~successful ~~institute~~in certifying ~~retaliatory~~a ~~trade~~class ~~measures~~and inthereafter ~~response~~prevailing toon ~~existing~~the ormerits ~~future~~of ~~tariffs~~their ~~imposed~~complaint, bysuch ~~the U.S.~~an ~~that~~adverse result could have a ~~negative~~material ~~impact~~adverse effect on ~~our business~~us. IfIn ~~any~~addition, ofdue ~~these~~to ~~events~~the ~~continue~~nature asand ~~described,~~scope weof ~~may~~the ~~need~~indemnity toand ~~seek~~defense ~~alternative suppliers~~we orwill ~~vendors,~~likely ~~raise~~need ~~prices~~to provide, orthe ~~make~~legal ~~changes~~fees toassociated with ~~our~~such ~~operations,~~indemnification ~~any~~could ofbe ~~which~~significant ~~could~~enough to have a material adverse effect on our ~~sales and~~cash ~~profitability,~~flows ~~results~~until ofsuch ~~operations~~matters are fully and ~~financial~~finally ~~condition~~resolved.

~~Our expansion into new business lines and services may result in unseen risks, challenges and uncertainties.~~20

~~As a result of our acquisition of Nexus in November~~Compliance ~~2021,~~with wenew ~~have entered the digital marketing business as a way to promote the products~~ and ~~brands~~existing ~~that~~laws ~~we sell. Such acquisition may result in unseen risks, challenges~~ and ~~uncertainties.~~governmental Weregulations ~~may~~could ~~incur additional capital expenditure to support the expansion of our business and there is no guarantee that we may~~ increase our ~~revenues generated from such new business. Also, our failure to manage~~ costs ~~and~~significantly ~~expenses~~ and ~~evaluate consumer demands with respect to such new business could materially and~~ adversely affect ~~the prospects of us achieving overall profitability of and recouping~~ our investments in this new business line. Moreover, this new business line may require significant managerial, financial, operational and other resources, as well as the smooth cooperation with our company. We may also face higher regulatory, legal and counterparty risks from entering this business. If we fail to manage the development of this new business line successfully, our growth potential, business and results of operations ~~may be materially and adversely affected~~.

~~Declines~~The processing, formulation, safety, manufacturing, packaging, labeling, advertising, and distribution of our products are subject to federal laws and regulation by one or more federal agencies, including the FDA, the FTC, the CPSC, the USDA and the EPA. These activities are also regulated by various state, local and international laws and agencies of the states and localities in ~~foot~~which ~~traffic~~our products are sold. Government regulations may prevent or delay the introduction, ~~rising~~or ~~real~~require ~~estate~~the reformulation, of our products, which could result in lost ~~prices~~revenues and ~~other~~increased costs to us. For instance, the FDA regulates, among other things, the composition, safety, manufacture, labeling and ~~risks~~marketing ~~relating~~of todietary ~~operating~~ingredients aand ~~brick~~dietary supplements (including vitamins, minerals, herbs, and ~~mortar~~other ~~retail~~dietary ~~store~~ingredients for human use). Dietary supplements and dietary ingredients that do not comply with FDA’s regulations and/or the Dietary Supplement Health and Education Act of 1994 will be deemed adulterated or misbranded. Manufacturers and distributors of dietary supplements and dietary ingredients are prohibited from marketing products that are adulterated or misbranded, and the FDA may take enforcement action against any adulterated or misbranded dietary supplement on the market. The FDA has broad enforcement powers. If we violate applicable regulatory requirements, the FDA may bring enforcement actions against us, which could ~~affect~~have a material adverse effect on our business, prospects, financial condition, and results of operations. The FDA may not accept the evidence of safety for any new ingredient that we may wish to market, may determine that a particular supplement or ingredient presents an unacceptable health risk based on the required submission of serious adverse events or other information, and may determine that a particular claim or statement of nutritional value that we use to support the marketing of a supplement is an impermissible drug claim, is not substantiated, or is an unauthorized version of a “health claim.” See Item 1 “Business—Regulation—Food and Drug Administration” for additional information. Any of these actions could prevent us from marketing particular nutritional supplement products or making certain claims or statements with respect to those products. The FDA could also require us to remove a particular product from the market. Any future recall or removal would result in additional costs to us, including lost revenues from any products that we are required to remove from the market, any of which could be material. Any product recalls or removals could also lead to an increased risk of litigation and liability, substantial costs, and reduced growth prospects.

OnAdditional or ~~August~~more ~~24,~~stringent ~~2021,~~laws weand ~~established~~regulations ~~Smart~~of ~~for Life~~dietary ~~Canada~~supplements ~~Inc~~and other products have been considered from time to time. asThese adevelopments could ~~wholly~~require ~~owned~~reformulation ~~subsidiary~~of some products to meet new standards, recalls or discontinuance of ~~Doctors~~some ~~Scientific~~products ~~Organica~~not able to be reformulated, additional ~~LLC~~record-keeping inrequirements, ~~Canada.~~increased ~~This~~documentation ~~subsidiary~~of ~~sells~~the ~~retail~~properties of some products, ~~through~~additional or different labeling, aadditional ~~retail~~scientific ~~store~~substantiation, ~~location~~or inother ~~Montreal~~new ~~Canada~~requirements. ~~and~~Any ~~the~~of ~~same~~these ~~location~~developments ~~also~~could ~~acts~~increase asour ~~distribution~~costs ~~center~~significantly. ~~for~~In addition, ~~our~~regulators’ ~~international~~evolving ~~direct~~interpretation toof ~~consumer and~~existing ~~big~~laws ~~box~~could ~~customers~~have similar effects.

~~The success of our retail store is affected by~~Our ~~(1)~~failure ~~the location of the store; (2) surrounding tenants or vacancies; (3) increased competition in the area where the store is located; (4) the amount spent on advertising and promotion~~ to ~~attract~~comply ~~consumers~~with toFTC ~~the~~regulations ~~store;~~could ~~and~~result ~~(5) a shift towards online shopping resulting~~ in asubstantial ~~decrease~~monetary inpenalties ~~retail store traffic. Declines in consumer traffic could have a negative impact on our net sales~~ and could ~~materially~~ adversely affect our ~~financial~~operating ~~condition and~~ results ~~of operations~~. ~~Furthermore, declines in traffic could result in store impairment charges if expected future cash flows of the related asset group do not exceed the carrying value.~~

~~We rent this store under a three-year lease agreement~~The ~~ending~~FTC inexercises ~~September~~jurisdiction ~~2024.~~over Ifthe weadvertising ~~fail~~of todietary ~~negotiate~~supplements ~~appropriate~~and ~~terms~~requires ~~for new leases or lease renewals, we may incur lease costs~~ that ~~are excessive~~all ~~and~~advertising ~~cause operating margins~~ to consumers be ~~below~~truthful ~~acceptable levels~~and non-misleading. WeThe ~~may~~FTC ~~also~~actively ~~make~~monitors ~~term commitments that are too long or too short, without~~ the ~~option~~dietary tosupplement ~~exit~~space ~~early or extend. Factors such as the condition of local property markets, availability of lease financing, taxes, zoning~~ and ~~environmental~~has ~~issues,~~instituted ~~and~~numerous ~~competitive~~enforcement actions ~~may~~against ~~impact~~dietary supplement ~~the~~companies ~~availability~~for ~~of,~~failure ~~and our ability~~ to ~~successfully~~have ~~negotiate, leases.~~adequate ~~Furthermore,~~substantiation ~~the~~for ~~success~~claims ofmade ~~the~~in ~~store~~advertising ~~depends~~or onfor ~~a number of factors, including~~ the ~~success~~use of ~~the~~false ~~shopping~~or ~~center where our~~misleading ~~store~~advertising isclaims. ~~located,~~Failure ~~consumer~~to ~~demographics~~comply ~~and~~with ~~consumer~~applicable ~~shopping~~regulations ~~patterns.~~could ~~These~~result ~~factors~~in ~~cannot~~substantial bemonetary ~~predicted~~penalties, ~~with~~which ~~complete~~could ~~accuracy.~~have Ifa wematerial ~~fail~~adverse toeffect ~~profitably~~on ~~operate this new store,~~ our financial ~~performance~~condition ~~could~~or beresults ~~adversely~~of ~~affected~~operations.

20Our operations are subject to environmental and health and safety laws and regulations that may increase our cost of operations or expose us to environmental liabilities.

~~Our~~We are ~~success~~subject, isdirectly ~~dependent~~or onindirectly, ~~the~~to ~~accuracy~~numerous federal, ~~reliability~~ state, local and ~~proper~~foreign ~~use~~environmental and health and safety laws and regulations governing our operations, including the handling, transportation and disposal of ~~sophisticated~~our non-hazardous and ~~dependable~~hazardous ~~information~~substances ~~processing~~and ~~systems~~wastes, as well as emissions and ~~management~~discharges ~~information~~from ~~technology~~our operations into the environment, including discharges to air, surface water and groundwater. ~~any~~Failure ~~interruption~~to incomply ~~these~~with ~~systems~~such laws and regulations could ~~have~~result ain ~~material~~costs ~~adverse~~for ~~effect~~remedial onactions, ~~our~~penalties, ~~business~~or the imposition of other liabilities. New laws, ~~financial~~changes ~~condition~~in existing laws or the interpretation thereof, or the development of new facts or changes in their processes could also cause us to incur additional capital and ~~results~~operating expenditures to maintain compliance with environmental laws and regulations and environmental permits. Any failure by us to comply with environmental, health and safety requirements could result in the limitation or suspension of our operations, including operations at our manufacturing facility. We also could incur monetary fines, civil or criminal sanctions, third-party claims or cleanup or other costs as a result of violations of or liabilities under such requirements.

Our success is dependent on the accuracy, reliability, and proper use of sophisticated and dependable information processing systems and management information technology. Our information technology systems are designed and selected to facilitate order entry and customer billing, maintain customer records, accurately track purchases, manage accounting, finance and manufacturing operations, generate reports, and provide customer service and technical support. Any interruption in these systems or any interruption associated with the transition of these systems to a new information technology platform could have a material adverse effect on our business, financial condition, and results of operations.21

~~System~~We also ~~interruptions~~are subject to laws and regulations that impose liability and cleanup responsibility for releases of hazardous substances into the environment without regard to fault or ~~security~~knowledge ~~breaches~~about the condition or action causing the liability. Under certain of these laws and ~~may~~regulations, ~~affect~~such ~~sales~~liabilities can be imposed for cleanup of previously owned or operated properties, or for properties to which substances or wastes that were sent in connection with current or former operations at our facilities. The presence of contamination from such substances or wastes could also adversely affect our ability to sell or lease our properties, or to use them as collateral for financing.

~~Customer~~Failure to comply ~~access~~with tofederal, state, and ~~ability~~international ~~to use~~privacy, ~~our~~data ~~websites affect~~protection, ~~our~~marketing ~~sales. If we are unable to maintain~~ and ~~continually~~consumer ~~enhance~~protection ~~the efficiency of our systems~~laws, weregulations ~~could~~and ~~experience system interruptions~~industry ~~or delays that could affect our operating results negatively. In addition~~standards, weor ~~could~~the beexpansion ~~liable for breaches~~ of ~~security~~current onor ~~our~~the ~~websites, loss~~enactment or ~~misuse~~adoption of ~~our~~new ~~customers’~~privacy, ~~personal information or payment~~ data. ~~Although~~protection, wemarketing ~~have developed systems~~ and ~~processes that are designed to protect~~ consumer ~~information and prevent fraudulent credit card transactions and other security breaches~~protection laws, ~~failure~~regulations ~~to prevent~~ or ~~mitigate~~industry ~~such~~standards, ~~fraud~~could oradversely ~~breaches may negatively~~ affect our ~~operating results~~business.

We are ~~must~~subject ~~successfully~~to ~~maintain~~a variety of federal, state, and/ foreign laws, regulations and industry standards regarding privacy, data protection, data security, marketing and consumer protection, which address the collection, storing, sharing, using, processing, disclosure and protection of data relating to individuals, as well as the tracking of consumer behavior and other consumer data. We are also subject to laws, regulations and industry standards relating to endorsements and influencer marketing. Many of these laws, regulations and industry standards are changing and may be subject to differing interpretations, are costly to comply with or ~~upgrade~~inconsistent among jurisdictions. For example, ~~our~~the FTC expects companies like ours to comply with guidelines issued under the Federal Trade Commission Act that govern the collection, use, disclosure, and storage of consumer information, ~~technology~~and ~~systems~~establish principles relating to notice, consent, access and ~~our~~data ~~failure~~integrity and security. The laws and regulations in many foreign countries relating to doprivacy, sodata ~~could~~protection, data security, marketing and consumer protection often are more restrictive than in the United States and may in some cases be interpreted to have a ~~material~~greater ~~adverse~~scope. ~~effect~~Additionally, the onlaws, ~~our~~regulations, ~~business~~and industry standards, ~~financial~~both ~~condition~~foreign and domestic, relating to privacy, data protection, data security, marketing and consumer protection are dynamic and may be expanded or ~~results~~replaced ofby ~~operations.~~new laws, regulations or industry standards.

We strive to ~~rely~~comply onwith ~~various~~applicable ~~information~~laws, ~~technology~~policies, ~~systems~~contractual and other legal obligations, and certain applicable industry standards of conduct relating to ~~manage~~privacy, ~~our~~data ~~operations.~~security, ~~Recently~~data protection, wemarketing ~~have~~and ~~implemented~~consumer protection. However, these obligations and westandards ~~continue~~of toconduct often ~~implement~~are complex, ~~modifications~~vague, and ~~upgrades~~difficult to ~~such~~comply ~~systems~~with fully, and ~~acquired~~ ~~new~~it ~~systems~~is ~~with~~possible ~~new~~that ~~functionality.~~these ~~These~~obligations ~~types~~and standards of ~~activities~~conduct ~~subject~~may be usinterpreted toand ~~inherent~~applied ~~costs~~in new ways and/or ~~risks~~in ~~associated~~a manner that is inconsistent with ~~replacing and~~each ~~changing~~other ~~these~~or ~~systems,~~that ~~including~~new ~~impairment~~laws, ofregulations, ~~our~~or ~~ability~~other obligations tomay ~~fulfill~~be ~~customer~~enacted. ~~orders,~~It ~~potential~~is ~~disruption~~possible ofthat our ~~internal~~practices ~~control structure,~~may ~~substantial~~be ~~capital~~argued ~~expenditures~~or held to conflict with applicable laws, ~~additional~~policies, ~~administration~~contractual or ~~and~~other ~~operating~~legal ~~expenses~~obligations, ~~retention~~or applicable industry standards of ~~sufficiently~~conduct ~~skilled~~relating ~~personnel~~ to ~~implement~~privacy, ~~and~~data ~~operate~~security, ~~the~~data ~~new~~protection, ~~systems~~marketing or consumer protection. Any failure, ~~demands~~or onperceived ~~management~~failure, ~~time~~by ~~and~~us ~~other~~to ~~risks~~comply ~~and~~with ~~costs~~our ofposted ~~delays~~privacy policies or ~~difficulties~~with inany ~~transitioning~~data-related toconsent ororders, ~~integrating~~the ~~new~~FTC, ~~systems~~other ~~into~~regulatory ~~our~~requirements ~~current~~or ~~systems.~~orders ~~These~~or ~~implementations~~other federal, ~~modifications~~state ~~and~~or, ~~upgrades~~as ~~may~~we ~~not~~continue ~~result~~to inexpand ~~productivity~~internationally, ~~improvements~~international atprivacy, adata ~~level~~security, ~~that~~data ~~outweighs~~protection, ~~the~~marketing ~~costs~~or ofconsumer ~~implementation~~protection-related laws, regulations, contractual obligations or atself-regulatory ~~all.~~principles Inor ~~addition~~other industry standards could result in claims, ~~the~~proceedings ~~difficulties~~or ~~with~~actions ~~implementing~~against ~~new~~us ~~technology systems~~by ~~may~~governmental ~~cause~~entities or ~~disruptions~~others inor ~~our~~other ~~business~~liabilities ~~operations~~or ~~and~~could ~~have~~result in a ~~material~~loss ~~adverse~~of ~~effect~~consumers. onAny ~~our~~of ~~business,~~these ~~financial~~circumstances ~~condition~~could oradversely ~~results of~~affect ~~operations~~our business.

~~Privacy~~We expect that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection isand ~~increasingly~~information security ~~demanding~~in the United States and other jurisdictions, and we cannot yet determine the impact such future laws, regulations and standards may have on our business. For instance, with the increased focus on the use of data for advertising, the anticipation and expectation of future laws, regulations, standards, and other obligations could impact us. In addition, as we expand our data analytics and other data-related product offerings there may be ~~exposed~~increased scrutiny on our use of data and we may be subject to ~~risks~~new and ~~costs~~unexpected ~~associated~~regulations. Future laws, ~~with~~regulations, ~~security~~standards, ~~breaches~~and other obligations could, ~~data~~for ~~loss~~example, ~~credit~~impair ~~card~~our ~~fraud~~ability ~~and~~to ~~identity~~collect ~~theft~~or use information that ~~could~~we utilize ~~cause~~to provide targeted digital promotions and media to consumers, thereby impairing our ability to maintain and grow our total customers and increase revenues. Future restrictions on the collection, use, sharing or disclosure of our users’ data or additional requirements for express or implied consent of users for the use and disclosure of such information could require us to ~~incur~~modify ~~unexpected~~our ~~expenses~~solutions, possibly in a material manner, and ~~loss~~could limit our ability to develop or outright prohibit new solutions and features. Any such new laws, regulations, other legal obligations or industry standards, or any changed interpretation of ~~revenue~~existing laws, ~~suffer~~regulations ~~reputational~~or ~~harm~~other ~~with~~standards may require us to incur additional costs and restrict our ~~customers~~business operations. If our measures fail to comply with current or future laws, regulations, policies, legal obligations, or industry standards relating to privacy, data protection, data security, marketing or consumer protection, we may be subject to litigation, regulatory investigations, fines or other liabilities, as well as negative publicity and a potential loss of business. Moreover, if future laws, regulations, other ~~risks~~legal obligations or industry standards, or any changed interpretations of the foregoing limit our ability to store, process and share personally identifiable information or other data, demand for our products could decrease, our costs could increase, our revenue growth could slow, and our business, financial condition and operating results could be harmed.

The protection of customer, employee, vendor and other business data is critical to us. We receive confidential customer data, including payment card and personally identifiable information, in the normal course of customer transactions. In order for our sales channels to function, we and other parties involved in processing customer transactions must be able to transmit confidential information, including credit card information, securely over public networks. While we have taken significant steps to protect customer and confidential information, the intentional or negligent actions of employees, business associates or third parties may undermine our security measures and result in unauthorized parties obtaining access to our data systems and misappropriating confidential data. There can be no assurance that advances in computer capabilities, new discoveries in the field of cryptography or other developments will prevent a compromise of our customer transaction processing capabilities and personal data. Because the techniques used to obtain unauthorized access to, disable, degrade, or sabotage systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Any compromise of our data security could result in a violation of applicable privacy and other laws or standards, significant legal and financial exposure beyond the scope or limits of our insurance coverage, interruption of our operations, increased operating costs associated with remediation, equipment acquisitions or disposal, added personnel, and a loss of confidence in our security measures, which could harm our business or investor confidence. Any security breach involving the misappropriation, loss or other unauthorized disclosure of sensitive or confidential information could attract a substantial amount of media attention, damage our reputation, expose us to risk of litigation and material liability, disrupt our operations and harm our business.22

21We are exposed to potential liability for information on our customers’ websites and for products and services sold through their websites and we may incur significant costs and damage to our reputation as a result of defending against such potential liability.

~~Federal,~~We are ~~state,~~exposed ~~provincial~~to ~~and~~potential ~~international laws~~liability ~~and~~for ~~regulations~~information ~~govern~~on ~~the~~our ~~collection,~~customers’ ~~retention,~~websites. ~~sharing~~We ~~and~~could ~~security~~be ofexposed ~~data~~to ~~that~~liability wewith ~~receive~~respect ~~from~~to such ~~and~~third-party ~~about~~information ~~our~~such ~~employees~~as their products, ~~customers~~ links to third-party websites, advertisements and ~~vendors~~content provided by customers. Among ~~The~~other ~~regulatory~~things, ~~environment~~we ~~surrounding~~may ~~information~~face ~~security~~assertions ~~and~~that, ~~privacy~~by ~~has~~directly ~~been~~or ~~increasingly~~indirectly ~~demanding~~providing insuch ~~recent~~third-party ~~years~~content or links to other websites, ~~including~~we ~~the~~should ~~recent~~be ~~implementation~~liable offor ~~the~~defamation, ~~California~~negligence, ~~Consumer~~copyright ~~Privacy~~or ~~Act.~~trademark ~~In Canada~~infringement, weor ~~are~~other ~~subject~~actions toby ~~Canada’s~~parties ~~Personal~~providing such content ~~Information~~or ~~and~~operating ~~Protection~~those ofwebsites. ~~Electronic~~We ~~Documents~~may ~~Act,~~also ~~which~~face ~~provides~~assertions ~~Canadian~~that ~~residents~~content ~~with~~on ~~privacy~~our ~~protections~~publishers and ~~sets~~advertisers’ ~~out~~websites, ~~rules~~including statistics ~~for~~or ~~how~~other ~~companies~~data ~~may~~we ~~collect~~compile internally, ~~use~~or ~~and~~information ~~disclose~~contained ~~personal~~in websites linked to our websites contains false information, inerrors ~~the~~or omissions, ~~course~~and ofusers ~~commercial~~and ~~activities.~~our ~~The~~customers ~~costs~~could seek damages for losses incurred as a result of ~~compliance~~their reliance upon or otherwise relating ~~with,~~to ~~and~~incorrect ~~other~~information. ~~burdens~~We ~~imposed~~may ~~by,~~also ~~these~~be subject to fines and other ~~international~~sanctions ~~data~~by ~~privacy~~the ~~and~~government ~~security~~for ~~laws~~such ~~may~~incorrect ~~limit~~information. In addition, our ~~business~~services could be used as a platform for fraudulent transactions and third party products and services sold through us may be defective. The measures we take to guard against liability for third-party content, information, products and ~~could~~services ~~have~~may anot ~~materially~~be ~~adverse~~adequate ~~impact~~to onexonerate us ~~our~~from ~~business~~relevant civil and other liabilities.

~~We believe that we are in material compliance~~Any ~~with~~such ~~all laws~~claims, ~~regulations~~with ~~and~~or ~~self-regulatory~~without ~~regimes that are applicable to us. However~~merit, ~~the~~could ~~laws,~~be ~~regulations, and self~~time-~~regulatory regimes~~consuming ~~may~~to bedefend ~~modified,~~ and ~~new~~result ~~laws may be enacted~~ in ~~the~~litigation ~~future that may apply to us~~ and ~~affect~~significant ~~our~~diversion ~~business.~~of ~~Further, data protection~~management’s ~~authorities~~attention ~~may~~and ~~interpret existing laws in new ways~~resources. WeEven ~~may~~if deploy new services from time to time, which may also require us to change our compliance practices. Any such developments (or developments stemming from enactment or modification of other laws) or the failure to anticipate accurately the application or interpretation of these ~~laws~~claims ~~could~~do ~~create~~not ~~liability for us,~~ result in ~~adverse~~liability ~~publicity, increase our future compliance costs, make our products and services less attractive~~ to ~~our customers, or cause~~ us ~~to change or limit our business practices~~, ~~and~~we ~~materially~~could ~~affect~~incur ~~our~~significant ~~business~~costs ~~and~~in ~~operating~~investigating ~~results. Further, any failure or perceived failure by us or third-party service~~and ~~providers~~defending toagainst ~~comply~~these ~~with~~claims ~~international data privacy~~ and ~~security~~suffer ~~laws~~damage ~~may lead~~ to ~~regulatory~~our ~~enforcement actions, fines, private lawsuits or reputational damage~~reputation.

WeIf the use ~~may~~of ~~not~~third-party becookies ~~able~~or toother ~~protect~~tracking technology is rejected by Internet users, restricted by third parties outside of our ~~intellectual~~control, ~~property~~or ~~rights~~otherwise subject to unfavorable regulation, our performance could decline and we could lose customers and revenue.

We use a ~~regard~~number of technologies to collect information about our ~~trademarks,~~customers. ~~service~~For ~~marks~~instance, ~~copyrights, patents,~~we ~~trade~~use ~~secrets,~~small ~~proprietary~~text ~~technologies~~files (referred to as “cookies”), placed ~~domain~~through ~~names~~an ~~and~~Internet ~~similar~~browser ~~intellectual~~on ~~property~~an asInternet ~~important~~user’s machine which corresponds to ~~our~~a ~~success.~~data Weset ~~rely~~ that we keep on ~~trademark~~our servers, ~~copyright~~to gather ~~and~~important ~~patent~~data. ~~law,~~Our ~~trade~~cookies ~~secret~~collect ~~protection~~anonymous ~~and~~information, ~~confidentiality~~such ~~agreements~~as ~~with~~when ~~our~~an ~~future~~Internet ~~employees,~~user ~~consultants~~views an advertisement, clicks on an ~~vendors~~advertisement, ~~customers~~or ~~and~~visits ~~others~~one toof ~~protect~~ our ~~proprietary~~advertisers’ ~~rights~~websites. ~~Many~~In ofsome countries, including countries in the ~~trademarks~~European ~~that~~Economic weArea, this ~~use~~information ~~contain~~may ~~words~~be orconsidered ~~terms~~personal ~~having~~information aunder ~~somewhat common~~applicable ~~usage~~data ~~and,~~protection aslaws. aOn ~~result~~mobile devices, we may ~~have~~also ~~difficulty~~obtain location-based ~~registering~~information ~~them~~about inthe ~~certain~~user’s ~~jurisdictions.~~device Wethrough ~~have~~our ~~not~~cookies ~~yet~~or ~~obtained~~other ~~registrations~~tracking technologies. We use these technologies ~~for~~to achieve our ~~most~~campaign ~~important~~goals, ~~marks.~~to Ifensure ~~other~~that ~~companies~~the ~~have~~same ~~registered~~Internet oruser ~~have~~does ~~been~~not ~~using~~unintentionally insee ~~commerce~~the ~~similar~~same ~~trademarks~~media ~~for~~too ~~products~~frequently, ~~similar~~ to ~~ours,~~report aggregate weinformation ~~may~~regarding ~~have~~the ~~difficulty~~performance inof ~~registering,~~our ordigital ~~enforcing~~promotions anand ~~exclusive~~marketing ~~right~~campaigns, and to ~~use,~~detect and prevent fraudulent activity throughout our ~~marks~~network.

~~There~~Cookies may easily ~~can~~ be nodeleted ~~assurance~~or ~~that~~blocked ~~our~~by ~~efforts~~Internet ~~to protect~~users. ~~our~~All ~~proprietary~~of ~~rights~~the ~~will~~most becommonly ~~sufficient~~used orInternet ~~effective~~browsers (including Chrome, ~~that~~Firefox, ~~any~~Internet Explorer, ~~pending~~and orSafari) ~~future~~allow ~~patent~~Internet ~~and~~users ~~trademark~~to ~~applications~~prevent ~~will~~cookies ~~lead~~from being accepted by their browsers. Internet users can also delete cookies tofrom ~~issued~~their ~~patents~~computers ~~and~~at ~~registered~~any ~~trademarks~~time. inSome ~~all~~Internet ~~instances,~~users also download “ad blocking” software that ~~others~~prevents ~~will~~cookies ~~not~~from ~~develop~~being stored oron ~~patent~~a ~~similar~~user’s computer. If more Internet users adopt these settings or ~~superior~~delete ~~technologies,~~their cookies more frequently than they currently ~~products~~do, orour ~~that~~business ~~our~~could ~~patents~~be harmed. In addition, ~~trademarks~~the Safari and Firefox browsers blocks third-party cookies by default, and other ~~intellectual~~browsers may ~~property~~do ~~will~~so ~~not~~in bethe ~~challenged,~~future. ~~invalidated,~~Unless ~~misappropriated~~such ordefault ~~infringed~~ settings in browsers were altered by ~~others.~~Internet ~~Additionally,~~users to permit the ~~intellectual~~placement ~~property~~of ~~laws~~third-party cookies, ~~and~~we ~~enforcement~~would ~~practices~~be able to set fewer of ~~other~~our ~~countries~~cookies in users’ browsers, which ~~our~~could ~~product~~adversely isaffect orour ~~may~~business. inIn addition, ~~the~~companies ~~future~~such beas ~~offered~~Google ~~may~~have ~~not~~publicly ~~protect~~disclosed ~~our~~their ~~products~~intention ~~and~~to ~~intellectual~~move ~~property~~away ~~rights~~from cookies to ~~the~~another ~~same~~form ~~extent~~of aspersistent ~~the~~unique ~~laws~~identifier, or ofID, to identify individual Internet users or Internet-connected devices in the ~~United~~bidding ~~States~~process on advertising exchanges. If wecompanies do ~~are~~not ~~unable~~use toshared ~~protect~~IDs ~~our~~across ~~intellectual~~the ~~property~~entire ~~from~~ecosystem, ~~unauthorized~~this ~~use,~~could have a negative impact on our ~~brand~~ability ~~image~~to ~~may~~find bethe ~~harmed~~same anonymous user across different web properties, and ~~our~~reduce ~~business~~the ~~and~~effectiveness ~~results~~ of ~~operations~~our ~~may~~marketing ~~suffer~~efforts.

~~Assertions~~In addition, in bythe ~~third~~European ~~parties~~Union, ofor ~~infringement~~EU, Directive 2009/136/EC, commonly referred to as the “Cookie Directive,” directs ~~misappropriation~~EU member states to ensure that collecting information on an Internet user’s computer, such as through a cookie, is allowed only if the Internet user has appropriately given his or ~~other~~her ~~violation~~prior byfreely usgiven, specific, informed and unambiguous consent. Similarly, this Directive, which also contains specific rules for the sending of ~~their~~marketing ~~intellectual~~communications, ~~property~~limits ~~rights~~the use of marketing texts messages and e-mails. Additionally, an e-Privacy Regulation, which will replace the Cookie Directive with requirements that could ~~result~~be stricter in ~~significant~~certain ~~costs~~respects, apply directly to activities within the EU without the need to be transposed in each member state’s law, and could ~~substantially~~impose ~~harm~~stricter requirements regarding the use of cookies and marketing e-mails and text messages and additional penalties for noncompliance, has been proposed, although at this time it is unclear whether it will be approved as it is currently drafted or when its requirements will be effective. We may experience challenges in obtaining appropriate consent to our ~~business~~use of cookies from consumers or to send marketing communications to consumers within the EU, which may affect our ability to run promotions and our operating results and business in European markets, and we may not be able to develop or implement additional tools that compensate for the lack of data associated with cookies. Moreover, even if we are able to do so, such additional tools may be subject to further regulation, time consuming to develop or costly to obtain, and less effective than our current use of cookies.

In recent years, there has been significant litigation involving intellectual property rights in many technology-based industries. Any infringement, misappropriation or related claims, whether or not meritorious, is time-consuming, diverts technical and management personnel and is costly to resolve. As a result of any such dispute, we may have to develop non-infringing technology, pay damages, enter into royalty or licensing agreements, cease providing our product or take other actions to resolve the claims. These actions, if required, may be costly or unavailable on terms acceptable to us. Any of these events could result in increases in operating expenses, limit our product offerings or result in a loss of business.23

WeEconomic, political ~~may~~and beother ~~required~~risks toassociated ~~indemnify~~with our ~~vendors and/or~~international ~~customers,~~operations ~~the payment of which~~ could ~~have~~adversely aaffect ~~material adverse effect on~~ our ~~business,~~revenues ~~financial condition,~~ and ~~operating~~international ~~results~~growth prospects.

WeOn August ~~provide~~24, ~~certain~~2021, ~~rights~~we ofestablished ~~indemnification to~~Smart ~~our~~for ~~vendors~~Life ~~and/or~~Canada ~~customers~~Inc. inas ~~certain~~a ~~circumstances.~~wholly Ifowned ~~any~~subsidiary ~~plaintiff~~of isDSO ~~successful~~ in ~~certifying~~Canada. aThis ~~class~~subsidiary ~~and~~sells ~~thereafter prevailing~~retail onproducts ~~the~~through ~~merits~~a ofretail ~~their~~store ~~complaint,~~location ~~such~~in anMontreal ~~adverse~~Canada ~~result~~and ~~could~~the ~~have~~same alocation ~~material~~also ~~adverse~~acts ~~effect~~as ondistribution ~~us.~~center Infor ~~addition,~~our ~~due~~international direct to ~~the~~consumer ~~nature~~ and ~~scope~~ ofbig ~~the~~box ~~indemnity~~customers. ~~and~~We ~~defense~~maintain weinventory ~~will~~and ~~likely~~employees ~~need~~at tothis ~~provide,~~location. ~~the~~We ~~legal~~have ~~fees~~sales ~~associated~~outside ~~with~~of ~~such~~the ~~indemnification~~United ~~could be significant~~States. ~~enough~~For tofiscal ~~have~~2023 aand ~~material~~2022, ~~adverse~~international ~~effect~~sales onrepresented ~~our~~approximately ~~cash~~4% ~~flows~~and ~~until~~10%, ~~such~~respectively, ~~matters~~of ~~are~~our ~~fully~~total ~~and finally resolved~~revenues.

22We intend to expand our international presence as part of our business strategy. Our international operations are subject to a number of risks inherent to operating in foreign countries, and any expansion of our international operations will amplify the effects of these risks, which include, among others:

~~Compliance~~● ~~with~~differences ~~new~~in ~~and~~culture, ~~existing~~economic ~~laws~~ and ~~governmental~~ ~~regulations~~labor ~~could~~conditions ~~increase our costs significantly~~ and ~~adversely affect our results of operations.~~practices;

~~The~~● ~~processing, formulation, safety, manufacturing, packaging, labeling, advertising and distribution of our products are subject to federal laws and regulation by one or more federal agencies, including~~ the ~~FDA,~~policies ~~the FTC, the CPSC, the USDA and the EPA. These activities are also regulated by various state, local and international laws and agencies~~ of the ~~states and localities in which our products are sold~~U. ~~Government regulations may prevent or delay the introduction, or require the reformulation, of our products, which could result in lost revenues and increased costs to us~~S. ~~For instance, the FDA regulates, among other things, the composition, safety, manufacture, labeling~~ and ~~marketing~~foreign of dietary ingredients and dietary supplements (including vitamins, minerals, herbs, and other dietary ingredients for human use). Dietary supplements and dietary ingredients that do not comply with FDA’s regulations and/or the Dietary Supplement Health and Education Act of 1994 will be deemed adulterated or misbranded. Manufacturers and distributors of dietary supplements and dietary ingredients are prohibited from marketing products that are adulterated or misbranded, and the FDA may take enforcement action against any adulterated or misbranded dietary supplement on the market. The FDA has broad enforcement powers. If we violate applicable regulatory requirements, the FDA may bring enforcement actions against us, which could have a material adverse effect on our business, prospects, financial condition, and results of operations. The FDA may not accept the evidence of safety for any new ingredient that we may wish to market, may determine that a particular supplement or ingredient presents an unacceptable health risk based on the required submission of serious adverse events or other information, and may determine that a particular claim or statement of nutritional value that we use to support the marketing of a supplement is an impermissible drug claim, is not substantiated, or is an unauthorized version of a “health claim.” See Item 1 “Business—Regulation—Food and Drug Administration” for additional information. Any of these actions could prevent us from marketing particular nutritional supplement products or making certain claims or statements with respect to those products. The FDA could also require us to remove a particular product from the market. Any future recall or removal would result in additional costs to us, including lost revenues from any products that we are required to remove from the market, any of which could be material. Any product recalls or removals could also lead to an increased risk of litigation and liability, substantial costs, and reduced growth prospects.governments;

~~Additional~~● ordisruptions ~~more~~in ~~stringent~~trade ~~laws~~relations and ~~regulations of~~economic dietary supplements and other products have been considered from time to time. These developments could require reformulation of some products to meet new standards, recalls or discontinuance of some products not able to be reformulated, additional record-keeping requirements, increased documentation of the properties of some products, additional or different labeling, additional scientific substantiation, or other new requirements. Any of these developments could increase our costs significantly. In addition, regulators’ evolving interpretation of existing laws could have similar effects.instability;

~~Our~~● ~~failure~~differences ~~to comply with FTC regulations could result~~ in ~~substantial~~enforcement ~~monetary~~of ~~penalties~~contract and ~~could~~intellectual ~~adversely~~property ~~affect our operating results.~~rights;

~~The~~● ~~FTC~~social ~~exercises jurisdiction over the advertising of dietary supplements~~ and ~~requires~~political that all advertising to consumers be truthful and non-misleading. The FTC actively monitors the dietary supplement space and has instituted numerous enforcement actions against dietary supplement companies for failure to have adequate substantiation for claims made in advertising or for the use of false or misleading advertising claims. Failure to comply with applicable regulations could result in substantial monetary penalties, which could have a material adverse effect on our financial condition or results of operations.unrest;

~~Our~~● ~~operations~~natural ~~are~~disasters, ~~subject~~terrorist toattacks, ~~environmental and~~pandemics ~~health and safety laws and regulations that may increase our cost of operations~~ or ~~expose~~other uscatastrophic ~~to environmental liabilities.~~events;

We● ~~are subject~~complex, ~~directly~~varying ~~or indirectly, to numerous federal, state, local~~ and ~~foreign~~changing ~~environmental~~government ~~and health and safety laws and~~ regulations ~~governing our operations, including the handling, transportation~~ and ~~disposal~~legal ofstandards ~~our non-hazardous~~ and ~~hazardous substances and wastes~~requirements, asparticularly ~~well~~with asrespect ~~emissions and discharges from our operations into the environment, including discharges~~ to ~~air,~~tax ~~surface water and groundwater. Failure to comply with such laws and~~ regulations ~~could result in costs for remedial actions~~, ~~penalties~~price ~~or the imposition of other liabilities. New laws~~protection, ~~changes~~competition ~~in existing laws or the interpretation thereof~~practices, orexport ~~the~~control ~~development of new facts or changes in their processes could also cause us to incur additional capital and operating expenditures to maintain compliance with environmental laws and~~ regulations and ~~environmental permits. Any failure by us to comply with environmental~~restrictions, ~~health~~customs and ~~safety~~tax requirements, ~~could~~immigration, ~~result~~anti-boycott ~~in the limitation or suspension of our operations~~regulations, ~~including~~data ~~operations at our manufacturing facility. We also could incur monetary fines~~privacy, ~~civil~~intellectual ~~or criminal sanctions~~property, ~~third~~anti-~~party~~corruption ~~claims~~and orenvironmental ~~cleanup~~compliance, orincluding ~~other~~the ~~costs as~~Foreign aCorrupt ~~result~~Practices ~~of violations of or liabilities under such requirements.~~Act;

We● ~~also~~greater ~~are~~difficulty ~~subject~~enforcing tointellectual ~~laws~~property ~~and~~rights ~~regulations that impose liability~~ and ~~cleanup~~weaker ~~responsibility for releases of hazardous substances into the environment without regard to fault or knowledge about the condition or action causing the liability. Under certain of these~~ laws ~~and~~protecting ~~regulations,~~ such ~~liabilities~~rights; can be imposed for cleanup of previously owned or operated properties, or for properties to which substances or wastes that were sent in connection with current or former operations at our facilities. The presence of contamination from such substances or wastes could also adversely affect our ability to sell or lease our properties, or to use them as collateral for financing.and

23● greater difficulty in accounts receivable collections and longer collection periods.

~~Failure~~ We are also affected by domestic and international laws and regulations applicable to ~~comply~~companies ~~with~~doing ~~federal,~~business ~~state~~abroad or importing and exporting goods and ~~international~~materials. ~~privacy~~These include tax laws, ~~data~~laws ~~protection~~regulating competition, ~~marketing~~anti-bribery/anti-corruption and ~~consumer~~other ~~protection~~business ~~laws~~practices, and trade regulations, including duties and ~~industry~~tariffs. ~~standards,~~Compliance orwith ~~the~~these ~~expansion of~~laws ~~current~~is orcostly, ~~the~~and ~~enactment~~future orchanges ~~adoption~~to ofthese ~~new~~laws ~~privacy,~~may ~~data~~require significant ~~protection,~~management ~~marketing~~attention and ~~consumer~~disrupt ~~protection~~our ~~laws~~operations. Additionally, ~~regulations~~while orit ~~industry~~is difficult to assess what changes may occur and ~~standards~~the relative effect on our international tax structure, significant changes in how U.S. and foreign jurisdictions tax cross-border transactions could materially and adversely affect our ~~business~~results of operations and financial position.

~~We are subject to a variety of federal, state~~Our ~~and~~results foreign laws, regulations and industry standards regarding privacy, data protection, data security, marketing and consumer protection, which address the collection, storing, sharing, using, processing, disclosure and protection of ~~data~~operations ~~relating to individuals, as well as the tracking of consumer behavior~~ and ~~other~~financial ~~consumer~~position ~~data. We~~ are also ~~subject~~impacted toby ~~laws,~~changes ~~regulations~~in ~~and~~currency ~~industry~~exchange ~~standards relating to endorsements and influencer marketing~~rates. ~~Many~~Unfavorable ofcurrency ~~these~~exchange ~~laws, regulations and industry standards are changing and may be subject to differing~~rates ~~interpretations,~~between ~~are costly to comply with or inconsistent among jurisdictions. For example,~~ the ~~FTC~~US ~~expects~~Dollar ~~companies like ours to comply with guidelines issued under the Federal Trade Commission Act that govern the collection, use, disclosure,~~ and ~~storage of consumer information, and establish principles relating to notice, consent, access and data integrity and security. The laws and regulations in many~~ foreign ~~countries~~ ~~relating to privacy~~currencies, ~~data~~particularly ~~protection,~~the ~~data~~Canadian ~~security~~dollar, ~~marketing~~could ~~and~~adversely ~~consumer~~affect ~~protection~~us ~~often are more restrictive than~~ in the ~~United~~ ~~States, and may in some cases be interpreted to have a greater scope~~future. ~~Additionally, the laws, regulations and industry standards,~~Fluctuations ~~both~~in ~~foreign~~currency ~~and~~exchange ~~domestic,~~rates ~~relating to privacy, data protection, data security, marketing and consumer protection are dynamic and~~ may be ~~expanded~~present orchallenges ~~replaced~~in bycomparing ~~new~~operating ~~laws,~~performance ~~regulations~~from orperiod ~~industry~~to ~~standards~~period.

~~We strive~~There are toother ~~comply~~risks ~~with~~that ~~applicable~~are ~~laws, policies,~~inherent ~~contractual~~in ~~and~~our ~~other~~Canadian ~~legal obligations~~ and ~~certain~~other ~~applicable~~international ~~industry~~operations, ~~standards~~including ofthe ~~conduct~~potential ~~relating~~for tochanges ~~privacy,~~in ~~data security,~~socio-economic ~~data protection~~conditions, ~~marketing~~laws and ~~consumer~~regulations, ~~protection. However~~including, ~~these~~among ~~obligations~~others, ~~and standards of conduct often are complex~~competition, ~~vague~~import, ~~and difficult to comply with fully~~export, ~~and~~labor ~~it is possible that these obligations~~ and ~~standards~~environmental, ofhealth ~~conduct may be interpreted~~ and ~~applied~~safety inlaws ~~new~~and ~~ways~~regulations, and~~/or~~ inmonetary aand ~~manner~~fiscal ~~that is inconsistent with each other or that new laws~~policies, ~~regulations~~protectionist ormeasures ~~other obligations may be enacted. It is possible~~ that ~~our practices~~ may beprohibit ~~argued~~acquisitions or ~~held~~joint ~~to conflict with applicable laws~~ventures, ~~policies, contractual~~ or ~~other legal obligations,~~impact ortrade ~~applicable industry standards of conduct relating to privacy~~volumes, ~~data~~unsettled ~~security,~~political ~~data~~conditions; ~~protection,~~government-imposed ~~marketing~~plant or ~~consumer~~other ~~protection.~~operational ~~Any failure~~shutdowns, orbacklash ~~perceived~~from ~~failure,~~foreign bylabor usorganizations related to ~~comply with~~ our ~~posted~~restructuring ~~privacy~~actions, ~~policies~~corruption; ornatural ~~with~~and ~~any data~~man-~~related~~made ~~consent orders~~disasters, ~~the~~hazards ~~FTC,~~and ~~other regulatory requirements or orders or other federal~~losses, ~~state or~~violence, ascivil weand ~~continue~~labor ~~to expand internationally~~unrest, ~~international privacy, data security,~~ ~~data~~and ~~protection,~~possible ~~marketing~~terrorist or consumer protection-related laws, regulations, contractual obligations or self-regulatory principles or other industry standards could result in claims, proceedings or actions against us by governmental entities or others or other liabilities or could result in a loss of consumersattacks. ~~Any of these circumstances could adversely affect our business.~~

We expect that there will continue to be new proposed laws, regulations and industry standards concerning privacy, data protection and information security in the United States and other jurisdictions, and we cannot yet determine the impact such future laws, regulations and standards may have on our business. For instance, with the increased focus on the use of data for advertising, the anticipation and expectation of future laws, regulations, standards and other obligations could impact us. In addition, as we expand our data analytics and other data related product offerings there may be increased scrutiny on our use of data and we may be subject to new and unexpected regulations. Future laws, regulations, standards and other obligations could, for example, impair our ability to collect or use information that we utilize to provide targeted digital promotions and media to consumers, thereby impairing our ability to maintain and grow our total customers and increase revenues. Future restrictions on the collection, use, sharing or disclosure of our users’ data or additional requirements for express or implied consent of users for the use and disclosure of such information could require us to modify our solutions, possibly in a material manner, and could limit our ability to develop or outright prohibit new solutions and features. Any such new laws, regulations, other legal obligations or industry standards, or any changed interpretation of existing laws, regulations or other standards may require us to incur additional costs and restrict our business operations. If our measures fail to comply with current or future laws, regulations, policies, legal obligations or industry standards relating to privacy, data protection, data security, marketing or consumer protection, we may be subject to litigation, regulatory investigations, fines or other liabilities, as well as negative publicity and a potential loss of business. Moreover, if future laws, regulations, other legal obligations or industry standards, or any changed interpretations of the foregoing limit our ability to store, process and share personally identifiable information or other data, demand for our products could decrease, our costs could increase, our revenue growth could slow, and our business, financial condition and operating results could be harmed.24

24Additionally, if the opportunity arises, we may expand our operations into new and high-growth international markets. However, there is no assurance that we will expand our operations in such markets in our desired time frame. To expand our operations into new international markets, we may enter into business combination transactions, make acquisitions or enter into strategic partnerships, joint ventures or alliances, any of which may be material. We may enter into these transactions to acquire other businesses or products to expand our products or take advantage of new developments and potential changes in the industry. Our lack of experience operating in new international markets and our lack of familiarity with local economic, political and regulatory systems could prevent us from achieving the results that we expect on our anticipated time frame or at all. If we are unsuccessful in expanding into new or high-growth international markets, it could adversely affect our operating results and financial condition.

WeOur international ~~are~~operations ~~exposed~~require us to ~~potential~~comply ~~liability~~with ~~for information~~anti-corruption onlaws ~~our customers’ websites~~ and ~~for~~regulations ~~products~~of ~~and~~the ~~services~~U.S. ~~sold~~government ~~through their websites~~ and wevarious ~~may incur significant costs~~international ~~and~~jurisdictions ~~damage~~in towhich ~~our~~we ~~reputation~~do ~~as a result of defending against such potential liability~~business.

WeDoing business ~~are~~on ~~exposed~~a worldwide basis requires us to ~~potential~~comply ~~liability~~with ~~for~~the ~~information on~~laws ~~our~~and ~~customers’~~regulations ~~websites.~~of Wethe ~~could~~U.S. begovernment ~~exposed~~and tovarious ~~liability~~international ~~with~~jurisdictions, and ~~respect~~our failure to ~~such~~successfully ~~third-party~~comply ~~information~~with ~~such~~these asrules ~~their~~and ~~products, links~~regulations may expose us to ~~third-party~~liabilities. ~~websites,~~These ~~advertisements~~laws and ~~content~~regulations ~~provided~~apply to bycompanies, ~~customers.~~individual ~~Among~~directors, ~~other~~officers, ~~things~~employees, weand agents, and may ~~face~~restrict ~~assertions~~our ~~that~~operations, bytrade practices, investment decisions ~~directly~~and orpartnering ~~indirectly~~activities. ~~providing~~In ~~such~~particular, ~~third-party~~our ~~content~~international oroperations ~~links~~are subject to ~~other~~U.S. ~~websites,~~and weforeign ~~should~~anti-corruption belaws ~~liable~~and ~~for defamation~~regulations, ~~negligence,~~ ~~copyright~~such oras ~~trademark~~the ~~infringement~~Foreign Corrupt Practices Act, or ~~other~~the ~~actions~~FCPA. byThe ~~parties~~FCPA ~~providing~~prohibits ~~such~~us ~~content~~from orproviding ~~operating~~anything ~~those~~of ~~websites.~~value Weto ~~may~~foreign ~~also~~officials ~~face~~for ~~assertions~~the ~~that~~purposes ~~content~~of oninfluencing ~~our~~official ~~publishers~~decisions ~~and~~or ~~advertisers’~~obtaining ~~websites,~~or ~~including~~retaining ~~statistics~~business or ~~other~~otherwise ~~data~~obtaining wefavorable ~~compile internally~~treatment, and requires orus ~~information~~to ~~contained~~maintain inadequate ~~websites~~record- ~~linked~~keeping and internal accounting practices to accurately reflect our ~~websites~~transactions. ~~contains~~As ~~false~~part ~~information~~of our business, we ~~errors~~may ordeal ~~omissions~~with state-owned business enterprises, ~~and~~the ~~users~~employees and ~~our~~representatives ~~customers could~~of ~~seek~~which ~~damages~~may be considered foreign officials for purposes ~~losses~~of ~~incurred~~the asFCPA. aIn ~~result~~addition, some of ~~their~~the ~~reliance~~international ~~upon~~locations orin ~~otherwise~~which ~~relating~~we tooperate ~~incorrect~~lack ~~information.~~a Wedeveloped ~~may~~legal ~~also be~~system ~~subject~~and tohave ~~fines~~elevated levels ~~and~~of ~~other~~corruption. ~~sanctions~~As bya result of the ~~government~~above ~~for~~activities, ~~such~~we ~~incorrect~~are ~~information.~~exposed Into ~~addition,~~the ~~our~~risk ~~services~~of ~~could~~violating beanti-corruption ~~used~~laws. asViolations of athese ~~platform~~legal ~~for~~requirements ~~fraudulent~~are ~~transactions~~punishable by criminal fines and ~~third~~imprisonment, ~~party~~civil ~~products~~penalties, ~~and~~disgorgement ~~services~~of ~~sold~~profits, ~~through~~injunctions, usdebarment from ~~may~~government becontracts ~~defective.~~as ~~The~~well as other remedial measures. weWe ~~take~~have established policies and procedures designed to assist us and our ~~guard~~personnel ~~against~~in ~~liability~~complying ~~for~~with ~~third-party~~applicable ~~content,~~U.S. ~~information,~~and ~~products~~international laws and ~~services~~regulations. ~~may~~However, ~~not~~there can be ~~adequate~~no toassurance ~~exonerate~~that our policies and procedures will effectively prevent us from ~~relevant~~violating these regulations in every transaction in which we may engage, and such a violation ~~civil~~could adversely affect our reputation, business, financial condition and ~~other~~results ~~liabilities~~of operations.

~~Any such claims, with or without merit, could~~Our besuccess ~~time-consuming~~depends toon ~~defend~~the experience and ~~result~~skill inof ~~litigation~~our ~~and~~board ~~significant diversion~~ of ~~management’s~~directors, ~~attention~~executive officers and ~~resources.~~key ~~Even~~personnel, ~~if these~~whom ~~claims~~we domay not ~~result~~be ~~in liability~~ able to ~~us,~~retain and we ~~could~~may ~~incur~~not ~~significant~~be ~~costs~~able into ~~investigating~~hire ~~and~~enough ~~defending~~additional ~~against~~personnel ~~these claims and suffer damage~~ to meet our ~~reputation~~needs.

~~If the~~We are ~~use~~dependent ofon ~~third-party~~Alfonso ~~cookies or~~J. ~~other~~Cervantes, ~~tracking~~Jr. ~~technology~~(Executive isChairman), ~~rejected~~Darren byC. ~~Internet~~Minton ~~users~~(Chief Executive Officer and President), ~~restricted~~and Alan B. Bergman (Chief Financial Officer). There can be no assurance that they will continue to be employed by ~~third~~us ~~parties~~for ~~outside~~a particular period of time. ~~our~~The ~~control,~~loss orof ~~otherwise~~any ~~subject to~~member ~~unfavorable~~of ~~regulation,~~the ~~our~~board ~~performance~~of ~~could~~directors ~~decline~~or ~~and~~executive weofficer or advisors could ~~lose~~harm ~~customers~~our business, financial condition, cash flow and ~~revenue~~results of operations.

~~We use~~The success ~~a number~~ of ~~technologies to collect information about~~ our ~~customers.~~strategy ~~For~~will ~~instance,~~depend ~~we use small text files (referred to as “cookies”), placed through an Internet browser~~ on ~~an Internet user’s machine which corresponds to~~ a ~~data~~well-defined ~~set~~management ~~that~~structure weand ~~keep~~the onavailability ~~our~~of ~~servers,~~a tomanagement ~~gather~~team ~~important~~with ~~data.~~proven ~~Our~~competencies ~~cookies~~in ~~collect~~the ~~anonymous information~~identification, ~~such~~acquisition asand ~~when~~integration anof ~~Internet~~complementary ~~user~~companies ~~views~~and anassets. ~~advertisement,~~To ~~clicks~~implement onour anbusiness ~~advertisement~~plan, orwe ~~visits~~will ~~one~~need ofto ~~our~~keep ~~advertisers’~~the ~~websites.~~personnel Inthat ~~some~~we ~~countries,~~currently ~~including~~have ~~countries in the European Economic Area~~and, ~~this~~if ~~information~~our ~~may~~business beis ~~considered personal~~to ~~information~~grow ~~under~~as ~~applicable data protection laws. On mobile devices~~planned, we ~~may~~will ~~also~~need ~~obtain~~additional ~~location-based~~personnel. ~~information~~We ~~about the~~cannot ~~user’s~~assure ~~device~~you ~~through~~that ~~our~~we ~~cookies~~will orbe ~~other~~successful ~~tracking~~in ~~technologies.~~retaining Weour ~~use~~present ~~these~~team ~~technologies~~or toin ~~achieve~~attracting ~~our~~and ~~campaign~~retaining ~~goals,~~additional topersonnel. ~~ensure that~~If ~~the~~we ~~same~~are ~~Internet~~unable to ~~user~~attract ~~does~~and ~~not~~retain ~~unintentionally~~key ~~see~~personnel ~~the~~or ~~same~~are ~~media~~unable ~~too frequently,~~ to ~~report~~do ~~aggregate~~so ~~information~~in ~~regarding~~a ~~the performance~~cost-effective ofmanner, our ~~digital~~business ~~promotions~~may ~~and~~be ~~marketing~~materially ~~campaigns,~~ and toadversely ~~detect and prevent fraudulent activity throughout our network~~affected.

~~Cookies may easily be deleted or blocked~~Although bydependent Internet users. All of the most commonly used Internet browsers (including Chrome, Firefox, Internet Explorer, and Safari) allow Internet users to prevent cookies from being accepted by their browsers. Internet users can also delete cookies from their computers at any time. Some Internet users also download “ad blocking” software that prevents cookies from being stored on acertain ~~user’s~~key ~~computer. If more Internet users adopt these settings or delete their cookies more frequently than they currently do~~personnel, our business could be harmed. In addition, the Safari and Firefox browsers blocks third-party cookies by default, and other browsers may do so in the future. Unless such default settings in browsers were altered by Internet users to permit the placement of third-party cookies, we would be able to set fewer of our cookies in users’ browsers, which could adversely affect our business. In addition, companies such as Google have publicly disclosed their intention to move away from cookies to another form of persistent unique identifier, or ID, to identify individual Internet users or Internet-connected devices in the bidding process on advertising exchanges. If companies do not ~~use~~have ~~shared~~any ~~IDs~~key ~~across the~~man ~~entire~~life ~~ecosystem,~~insurance ~~this~~policies ~~could have a negative impact~~ on ~~our~~any ~~ability~~such ~~to find the same anonymous user across different web properties, and reduce the effectiveness of our marketing efforts~~people.

~~In addition, in the European Union, or EU,~~We ~~Directive~~are ~~2009/136/EC,~~dependent ~~commonly~~on ~~referred~~our tomanagement asteam ~~the “Cookie Directive,” directs EU member states~~ to ~~ensure~~conduct ~~that~~our ~~collecting information~~operations onand anexecute ~~Internet~~our ~~user’s~~business ~~computer~~plan, ~~such as through a cookie~~however, iswe ~~allowed~~have ~~only~~not ifpurchased ~~the~~any ~~Internet user has appropriately given~~insurance ~~his~~policies or her prior freely given, specific, informed and unambiguous consent. Similarly, this Directive which also contains specific rules for the sending of marketing communications, limits the use of marketing texts messages and e-mails. Additionally, an e-Privacy Regulation, which will replace the Cookie Directive with ~~requirements~~respect ~~that could be stricter in certain respects, apply directly~~ to ~~activities within~~ the EUmanagement ~~without the need to be transposed~~ in ~~each member state’s law, and could impose stricter requirements regarding~~ the ~~use~~event of ~~cookies~~ ~~and~~the ~~marketing~~death ~~e-mails~~or ~~and~~disability ~~text~~of ~~messages~~any ~~and~~of ~~additional~~our ~~penalties~~key ~~for~~managers. ~~noncompliance~~Therefore, ~~has~~if ~~been~~any proposed, although at this time it is unclear whether it will be approved as it is currently drafted or when its requirements will be effective. We may experience challenges in obtaining appropriate consent to our use of ~~cookies from consumers or to send marketing communications to consumers within~~ the ~~EU,~~ ~~which~~members ~~may~~of ~~affect~~ our ~~ability~~management toteam ~~run~~dies ~~promotions~~or ~~and~~becomes ~~our operating results and business in European markets~~disabled, ~~and~~ we ~~may~~will not bereceive ~~able~~any compensation to ~~develop~~ orassist ~~implement additional tools that compensate for the lack of data associated~~ with ~~cookies.~~his ~~Moreover, even if we are able to do so, such additional tools may be subject to further regulation, time consuming to develop or costly to obtain, and less effective than our current use of cookies~~absence.

25We may be a party to lawsuits that arise in the ordinary course of business.

~~Economic~~We may be a party to lawsuits in the future (including product liability, ~~political~~false advertising, and ~~other~~intellectual ~~risks~~property ~~associated~~claims) that arise ~~with~~in the ordinary course of business. The possibility of such litigation, and its timing, is in large part outside our ~~international~~control. ~~operations~~It is possible that future litigation could ~~adversely~~arise ~~affect~~that ~~our~~could ~~revenues~~have ~~and~~material ~~international~~adverse ~~growth~~effects ~~prospects~~on us.

OnWe ~~August~~have ~~24,~~identified ~~2021,~~material weweaknesses ~~established Smart for~~in ~~Life~~our ~~Canada~~internal ~~Inc.~~control asover afinancial ~~wholly~~reporting. ~~owned~~If ~~subsidiary~~we offail ~~DSO~~to indevelop ~~Canada.~~or ~~This~~maintain ~~subsidiary~~an ~~sells~~effective ~~retail~~system ~~products~~of ~~through~~internal acontrols, ~~retail~~we ~~store~~may ~~location~~not inbe ~~Montreal~~able ~~Canada~~to ~~and~~accurately ~~the~~report ~~same location also acts as distribution center for~~ our ~~international~~financial ~~direct~~results ~~to consumer~~ and ~~big~~prevent ~~box customers~~fraud. We ~~maintain~~As ~~inventory~~a ~~and~~result, ~~employees~~current atand ~~this~~potential ~~location.~~stockholders Wecould ~~have~~lose ~~sales~~confidence in ~~outside~~our offinancial ~~the United States. For fiscal 2022 and 2021~~statements, ~~international sales~~which ~~represented~~would ~~approximately~~harm ~~10%~~the ~~and~~trading ~~15%,~~price ~~respectively,~~ of our ~~total~~common ~~revenues~~stock.

WeCompanies ~~intend~~that tofile ~~expand~~reports ~~our~~with ~~international~~the ~~presence~~Securities asand ~~part~~Exchange ofCommission, ~~our~~or ~~business~~the ~~strategy.~~SEC, ~~Our~~including ~~international~~us, ~~operations~~ are subject to athe ~~number~~requirements of ~~risks~~Section ~~inherent~~404 toof ~~operating~~the inSarbanes-Oxley ~~foreign~~Act ~~countries~~of 2002, or SOX 404. SOX 404 requires management to establish and ~~any~~maintain ~~expansion~~a system of ~~our~~internal ~~international~~control ~~operations~~over ~~will~~financial ~~amplify~~reporting and annual reports on Form 10-K filed under the ~~effects~~Securities Exchange Act of ~~these~~1934, ~~risks~~as amended, ~~which~~or the Exchange Act, to contain a report from management assessing the effectiveness of a company’s internal control over financial reporting. Separately, under SOX 404, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, public companies that are large accelerated filers or accelerated filers must include in their annual reports on Form 10-K an attestation report of their regular auditors attesting to and reporting on management’s assessment of internal control over financial reporting. Non-accelerated filers and smaller reporting companies, ~~among~~like ~~others:~~us, are not required to include an attestation report of their auditors in annual reports.

~~● differences in culture, economic and labor conditions and practices;~~25

●A ~~the~~report ~~policies~~ of ~~the~~our Umanagement is included under Item 9A.S “Controls and Procedures.” We are a smaller reporting company and, ~~foreign~~consequently, ~~governments;~~are not required to include an attestation report of our auditor in our annual report. However, if and when we become subject to the auditor attestation requirements under SOX 404, we can provide no assurance that we will receive a positive attestation from our independent auditors.

●During ~~disruptions~~its evaluation of the effectiveness of internal control over financial reporting as of December 31, 2023, management identified material weaknesses as described under Item 9A. “Controls and Procedures.” We are undertaking remedial measures, which measures will take time to implement and test, to address these material weaknesses. There can be no assurance that such measures will be sufficient to remedy the material weaknesses identified or that additional material weaknesses or other control or significant deficiencies will not be identified in ~~trade~~the future. ~~relations~~If we continue to experience material weaknesses in our internal controls or fail to maintain or implement required new or improved controls, such circumstances could cause us to fail to meet our periodic reporting obligations or result in material misstatements in our financial statements, or adversely affect the results of periodic management evaluations and, ~~economic~~if ~~instability;~~required, annual auditor attestation reports. Each of the foregoing results could cause investors to lose confidence in our reported financial information and lead to a decline in our stock price.

●Risks Related ~~differences~~to inOwnership ~~enforcement~~ of ~~contract~~Our ~~and~~Common ~~intellectual property rights;~~Stock

●We may ~~social~~not ~~and~~be ~~political~~able ~~unrest;~~to maintain a listing of our common stock on Nasdaq.

●Our common ~~natural~~stock ~~disasters,~~is ~~terrorist~~currently ~~attacks~~listed on the Nasdaq Capital Market. We must meet certain financial and liquidity criteria to maintain the listing of our common stock on The Nasdaq Stock Market LLC, ~~pandemics~~or Nasdaq. If we fail to meet any of Nasdaq’s continued listing standards or ~~other~~we ~~catastrophic~~violate ~~events;~~Nasdaq listing requirements, our common stock may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing.

●On December ~~complex~~5, ~~varying~~2023, ~~and~~we ~~changing~~received ~~government~~a ~~regulations~~notification ~~and~~letter ~~legal~~from ~~standards~~Nasdaq ~~and~~notifying ~~requirements,~~us ~~particularly~~that we were not in compliance with ~~respect~~the toNasdaq ~~tax~~stockholders’ equity ~~regulations,~~requirement ~~price~~of ~~protection~~$2,500,000 ~~competition~~or ~~practices,~~the ~~export~~alternative ~~control~~criteria ~~regulations~~for ~~and~~continued ~~restrictions,~~listing ~~customs~~on ~~and~~the ~~tax~~Nasdaq ~~requirements~~Capital Market as set forth in Listing Rule 5550(b)(1), ~~immigration~~or the Equity Rule, ~~anti~~given that our Form 10-~~boycott~~Q ~~regulations,~~for ~~data~~the ~~privacy,~~period ~~intellectual~~ended ~~property~~September 30, ~~anti-corruption~~2023 evidenced stockholders’ equity of $951,836, and ~~environmental~~that ~~compliance~~the staff of Nasdaq had determined to delist our securities from Nasdaq unless we requested an appeal of the determination. Based on the foregoing, ~~including~~we timely requested a hearing before a Nasdaq hearings panel. The hearing request stayed the ~~Foreign~~delisting ~~Corrupt~~pending the ~~Practices~~conclusion ~~Act;~~of the hearings process.

●On January ~~greater~~5, ~~difficulty~~2024, ~~enforcing~~we ~~intellectual~~received ~~property~~an ~~rights~~additional ~~and~~notification ~~weaker~~letter ~~laws~~from ~~protecting~~Nasdaq ~~such~~notifying ~~rights;~~us ~~and~~that we were not in compliance with the requirement to hold an annual meeting of shareholders since we did not hold an annual meeting in 2023. The letter stated that the hearings panel will consider this matter in rendering a determination regarding our continued listing on Nasdaq.

●At the ~~greater~~hearing ~~difficulty~~held inon ~~accounts~~March ~~receivable~~12, ~~collections~~2024, we presented our plan for regaining compliance with the Equity Rule and ~~longer~~presented ~~collection~~our ~~periods~~views with respect to the additional deficiency relating to the annual meeting, and requested a further extension so that we may complete the execution of our plan. Although we believe our plan will be sufficient to enable us to regain compliance, no assurance can be provided that Nasdaq will ultimately accept our plan or that we will ultimately regain compliance with the Equity Rule. As of the date of this report, we have not received a determination from the hearings panel. Notably, on March 7, 2024, we filed a Form 8-K disclosing that as a result of our restructuring plan, including recapitalization with equity and debt financings, the sale of certain non-performing assets and the liquidation of our senior debt facility, we had stockholder’s equity of over $2.5 million. In addition, through a series of debt to equity conversions and other activities, our stockholders’ equity as of September 20, 2024 was approximately $9,459,834. Key actions taken to achieve this include:

We are also affected by domestic and international laws and regulations applicable to companies doing business abroad or importing and exporting goods and materials. These include tax laws, laws regulating competition, anti-bribery/anti-corruption and other business practices, and trade regulations, including duties and tariffs. Compliance with these laws is costly, and future changes to these laws may require significant management attention and disrupt our operations. Additionally, while it is difficult to assess what changes may occur and the relative effect on our international tax structure, significant changes in how U.S. and foreign jurisdictions tax cross-border transactions could materially and adversely affect our results of operations and financial position.

Stockholders’ deficit as of December 31, 2023	$	(6,387,454	)

Conversion of debt and interest to stock (common and preferred)	$	15,318,716
Stock issued for professional services		91,250
Gain on sale of BSNM		1,376,000
Warrant exercises		817,322
Total restructurings	$	17,603,288

Net loss as of September 20, 2024 (estimated)		(1,756,000	)
Stockholders’ equity as of September 20, 2024 (estimated)	$	9,459,834

~~Our~~A delisting ~~results~~ of ~~operations~~our ~~and~~common ~~financial~~stock ~~position are~~from ~~also~~Nasdaq ~~impacted~~may bymaterially ~~changes~~impair inour ~~currency~~stockholders’ ~~exchange~~ability ~~rates.~~to ~~Unfavorable~~buy ~~currency~~and ~~exchange~~sell ~~rates~~our ~~between~~common ~~the~~stock USand could ~~Dollar~~have ~~and~~an ~~foreign~~adverse ~~currencies, particularly~~effect on the ~~Canadian~~market ~~dollar~~price of, ~~could~~and ~~adversely~~the ~~affect~~efficiency usof in the ~~future.~~trading ~~Fluctuations~~market infor, ~~currency~~our ~~exchange~~common ~~rates~~stock. ~~may~~The ~~present~~delisting ~~challenges~~of inour ~~comparing~~common ~~operating~~stock ~~performance~~could ~~from~~significantly ~~period~~impair our ability to ~~period~~raise capital and the value of your investment.

~~There~~The market ~~are~~price ~~other~~of ~~risks that are inherent in~~ our ~~Canadian~~ ~~and~~stock ~~other~~may ~~international~~be ~~operations,~~highly ~~including the potential for changes in socio-economic conditions~~volatile, ~~laws~~ and ~~regulations, including,~~you ~~among~~could ~~others,~~lose ~~competition,~~all ~~import, export, labor and environmental, health and safety laws and regulations, and monetary and fiscal policies, protectionist measures that may prohibit acquisitions~~ or ~~joint~~part ~~ventures,~~of oryour impact trade volumes, unsettled political conditions; government-imposed plant or other operational shutdowns, backlash from foreign labor organizations related to our restructuring actions, corruption; natural and man-made disasters, hazards and losses, violence, civil and labor unrest, and possible terrorist attacksinvestment.

~~Additionally,~~The market iffor ~~the~~our ~~opportunity~~common ~~arises,~~stock we may ~~expand~~ ~~our~~be ~~operations~~characterized ~~into~~by ~~new~~significant ~~and~~price ~~high-growth~~volatility ~~international~~when ~~markets.~~compared ~~However,~~to ~~there~~the isshares noof ~~assurance~~larger, ~~that~~more weestablished companies ~~will~~that ~~expand~~have ~~our~~large ~~operations in~~public ~~such~~floats, ~~markets~~and in our ~~desired~~stock ~~time~~price ~~frame.~~will Tolikely ~~expand~~be ~~our~~more ~~operations~~volatile ~~into~~than ~~new~~the ~~international~~shares ~~markets,~~of wesuch ~~may~~larger, ~~enter~~more ~~into business combination~~established ~~transactions,~~companies ~~make~~for ~~acquisitions~~the orindefinite ~~enter~~future. ~~into~~The ~~strategic~~stock ~~partnerships,~~market ~~joint~~in ~~ventures~~general orhas ~~alliances,~~recently ~~any~~been ofhighly ~~which~~volatile. ~~may~~Furthermore, bethere ~~material.~~have Webeen ~~may~~recent ~~enter~~instances ~~into~~of ~~these~~extreme ~~transactions~~stock toprice ~~acquire~~run-ups ~~other~~followed ~~businesses~~by orrapid ~~products~~price todeclines ~~expand~~and ~~our~~stock ~~products~~price orvolatility ~~take~~following ~~advantage~~a number of ~~new~~recent ~~developments and~~initial ~~potential~~public ~~changes~~offerings, inparticularly ~~the~~among ~~industry.~~companies ~~Our~~with ~~lack~~relatively ofsmaller ~~experience~~public ~~operating~~floats. inWe ~~new~~also ~~international~~experienced ~~markets~~such ~~and~~volatility following our initial ~~lack~~public ofoffering ~~familiarity~~in ~~with~~February ~~local economic,~~2022 ~~political~~ and ~~regulatory~~may ~~systems~~continue ~~could~~to ~~prevent~~experience ussuch ~~from~~volatility, ~~achieving~~which ~~the~~may ~~results~~be ~~that~~unrelated weto ~~expect on~~ our ~~anticipated~~actual ~~time frame~~ or expected atoperating ~~all.~~performance Ifand wefinancial ~~are~~condition ~~unsuccessful~~or inprospects, ~~expanding~~making ~~into~~it ~~new~~difficult orfor ~~high-growth~~prospective ~~international~~investors ~~markets,~~to itassess ~~could~~the ~~adversely~~rapidly ~~affect~~changing value of our ~~operating~~common ~~results and financial condition~~stock.

~~Our~~The ~~international~~market ~~operations~~price ~~require~~of usour common stock is likely to ~~comply~~be ~~with~~volatile ~~anti-corruption~~due ~~laws~~to a number of factors. First, as noted above, our common stock is likely to be more sporadically and ~~regulations~~thinly traded compared to the shares of such larger, more established companies. The price for our common stock could, for example, decline precipitously in the Uevent that a large number of shares is sold on the market without commensurate demand.S Secondly, we are a speculative or “risky” investment due to our lack of profits to date. ~~government~~As ~~and~~a ~~various~~consequence ~~international~~of ~~jurisdictions~~this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in ~~which~~the weevent doof ~~business~~negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a larger, more established company that has a large public float. Many of these factors are beyond our control and may decrease the market price of our common stock regardless of our operating performance. The market price of our common stock could also be subject to wide fluctuations in response to a broad and diverse range of factors, including the following:

~~Doing~~● ~~business~~actual on a worldwide basis requires us to comply with the laws and regulations of the U.S. government and various international jurisdictions, and our failure to successfully comply with these rules and regulations may expose us to liabilities. These laws and regulations apply to companies, individual directors, officers, employees, and agents, and may restrict our operations, trade practices, investment decisions and partnering activities. In particular, our international operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the Foreign Corrupt Practices Act, or ~~the~~anticipated ~~FCPA.~~variations The FCPA prohibits us from providing anything of value to foreign officials for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment, and requires us to maintain adequate record- keeping and internal accounting practices to accurately reflect our transactions. As part of our business, we may deal with state-owned business enterprises, the employees and representatives of which may be considered foreign officials for purposes of the FCPA. In addition, some of the international locations in which we operate lack a developed legal system and have elevated levels of corruption. As a result of the above activities, we are exposed to the risk of violating anti-corruption laws. Violations of these legal requirements are punishable by criminal fines and imprisonment, civil penalties, disgorgement of profits, injunctions, debarment from government contracts as well as other remedial measures. We have established policies and procedures designed to assist us and our ~~personnel~~periodic inoperating complying with applicable U.S. and international laws and regulations. However, there can be no assurance that our policies and procedures will effectively prevent us from violating these regulations in every transaction in which we may engage, and such a violation could adversely affect our reputation, business, financial condition and results ~~of operations.~~;

~~Our~~● ~~success~~increases ~~depends~~in onmarket ~~the~~interest ~~experience~~rates ~~and skill~~that oflead ~~our~~investors ~~board~~ of ~~directors,~~our ~~executive~~common ~~officers~~stock ~~and key personnel, whom we may not be able~~ to ~~retain~~demand ~~and~~a wehigher ~~may~~investment ~~not be able to hire enough additional personnel to meet our needs.~~return;

We● ~~are~~changes ~~dependent~~in onearnings Alfonso J. Cervantes, Jr. (Executive Chairman), Darren C. Minton (Chief Executive Officer and President), and Alan B. Bergman (Chief Financial Officer). There can be no assurance that they will continue to be employed by us for a particular period of time. The loss of any member of the board of directors or executive officer or advisors could harm our business, financial condition, cash flow and results of operations. estimates;

~~The~~● ~~success~~changes ~~of our strategy will depend on a well-defined management structure and the availability of a management team with proven competencies~~ in ~~the~~market ~~identification,~~valuations ~~acquisition and integration~~ of ~~complementary~~similar companies and assets. To implement our business plan, we will need to keep the personnel that we currently have and, if our business is to grow as planned, we will need additional personnel. We cannot assure you that we will be successful in retaining our present team or in attracting and retaining additional personnel. If we are unable to attract and retain key personnel or are unable to do so in a cost-effective manner, our business may be materially and adversely affected.;

~~Although~~● ~~dependent~~actions onor ~~certain~~announcements ~~key~~by ~~personnel, we~~our ~~do not have any key man life insurance policies on any such people.~~ competitors;

We● ~~are~~adverse ~~dependent~~market onreaction ~~our management team~~ to ~~conduct our~~any ~~operations~~increased ~~and~~indebtedness ~~execute our business plan, however,~~ we ~~have~~may ~~not~~incur ~~purchased any insurance policies with respect to the management~~ in ~~the~~ ~~event of~~ the ~~death or disability of any of our key managers. Therefore, if any of the members of our management team dies or becomes disabled, we will not receive any compensation to assist with his absence.~~future;

We● ~~may~~additions beor adepartures ~~party to lawsuits that arise in the ordinary course~~ of ~~business.~~key personnel;

We● ~~may~~actions beby a party to lawsuits in the future (including product liability, false advertising, and intellectual property claims) that arise in the ordinary course of business. The possibility of such litigation, and its timing, is in large part outside our control. It is possible that future litigation could arise that could have material adverse effects on us.stockholders;

27● speculation in the media, online forums, or investment community; and

~~Risks~~● ~~Related~~our ability to ~~Ownership~~maintain the listing of ~~Our~~our ~~Common~~common ~~Stock~~stock on Nasdaq.

WeVolatility in the market price of our common stock may ~~not~~prevent beinvestors from being able to ~~maintain~~sell atheir ~~listing of~~common stock at or above the price at which they purchased our common stock. As a result, you may suffer a loss on ~~Nasdaq.~~your investment.

~~Our~~We ~~common~~have ~~stock~~not ispaid ~~currently~~in ~~listed on~~ the ~~Nasdaq Capital~~past ~~Market. We must meet certain financial~~ and ~~liquidity~~do ~~criteria~~not expect to ~~maintain~~declare ~~the listing of our common stock on Nasdaq. If we fail to meet any of Nasdaq’s continued listing standards~~ or wepay ~~violate~~dividends ~~Nasdaq~~in ~~listing requirements, our common stock may be delisted. In addition, our board of directors may determine that~~ the ~~cost~~foreseeable ~~of maintaining our listing on a national securities exchange outweighs the benefits of such listing~~future.

~~On June 2, 2022, we received a notification letter,~~We ~~which~~have ~~was modified on June 3, 2022, from Nasdaq notifying us that we were~~ not inpaid ~~compliance with the minimum bid price requirement set forth~~ in ~~Nasdaq Listing Rule 5550(a)(2) for continued listing on~~ the ~~Nasdaq.~~past ~~Nasdaq~~and ~~Listing~~do ~~Rule~~not ~~5550(a)(2)~~expect ~~requires listed securities~~ to ~~maintain~~declare aor ~~minimum~~pay ~~bid~~dividends ~~price~~in ~~of $1.00 per~~the ~~share~~foreseeable future, ~~and~~as ~~Listing~~we ~~Rule~~anticipate ~~5810(c)(3)(A) provides~~ that awe ~~failure~~will ~~to meet the minimum~~invest ~~bid~~future ~~price~~earnings ~~requirement~~in ~~exists if~~ the ~~deficiency~~development ~~continues~~and ~~for~~growth ~~a period~~ of 30our ~~consecutive~~ business ~~days~~. ~~Based on the closing bid price~~Therefore, holders of our common stock ~~for~~will ~~the~~not 30receive ~~consecutive~~any ~~business~~return ~~days~~on ~~from April~~their ~~20,~~investment ~~2022 to June~~unless 1,they ~~2022,~~sell wetheir ~~no longer meet the minimum bid price requirement. In accordance with Nasdaq Listing Rule 5810(c)(3)(A)~~securities, weand ~~were~~holders ~~provided~~may ~~180~~be ~~calendar days, or until November~~unable ~~29,~~to ~~2022,~~sell totheir ~~regain~~securities ~~compliance~~on ~~with~~favorable ~~Nasdaq~~terms ~~Listing~~or ~~Rule~~at ~~5550(a)(2)~~all.

OnFuture ~~November~~issuances ~~28, 2022, we received an additional notification letter from Nasdaq notifying us that we are not in compliance with the Nasdaq stockholders’ equity requirement~~ of ~~$2,500,000~~ ~~for continued listing on The Nasdaq Capital Market, as set forth in Listing Rule 5550(b), given that~~ our ~~Form~~common ~~10-Q~~stock ~~for the~~or ~~period~~securities ~~ended~~convertible ~~September 30~~into, ~~2022~~or ~~evidenced~~exercisable ~~stockholders’~~or ~~equity~~exchangeable ~~of only $2~~for,~~051,279.~~ ~~Given~~our ~~the~~common ~~stockholders’ equity deficiency~~stock, ~~Nasdaq~~ ~~determined~~could tocause ~~terminate~~ the ~~grace~~market ~~period~~price ~~noted~~of ~~above~~our ~~one~~common ~~day~~stock ~~early, pursuant~~ to decline ~~its~~and ~~discretionary~~would ~~authority,~~result ~~as set forth~~ in ~~Listing Rule 5101. Based on~~ the ~~foregoing,~~dilution ~~we requested a hearing before a Nasdaq Hearings Panel, which was held on January 19, 2023. The hearing request stayed any suspension or delisting action pending the conclusion~~ of ~~the~~your ~~hearings process~~holdings.

OnFuture ~~January~~issuances 25of our common stock or securities convertible into, ~~2023~~or exercisable or exchangeable for, weour ~~received~~common astock, ~~notification letter~~could ~~from~~cause ~~Nasdaq~~the ~~notifying~~market usprice ~~that~~of our common stock to decline. We cannot predict the ~~Nasdaq~~effect, ~~Hearings~~if ~~Panel~~any, ~~granted~~of anfuture ~~exception~~issuances ~~from~~of our securities on the ~~foregoing~~price ~~continued~~of ~~listing~~our ~~standards~~common ~~until May~~stock. 30In all events, ~~2023~~future issuances of our common stock would result in the dilution of your holdings. ~~Accordingly~~In addition, wethe ~~have~~perception ~~until~~that ~~May~~new ~~30,~~issuances ~~2023~~of toour ~~regain~~securities ~~compliance~~could occur ~~with~~could adversely affect the ~~foregoing~~market ~~rules~~price of our common stock.

On March 15, 2023, we held a special meeting of stockholders at which we received stockholder approval for our board of directors to implement one or more reverse stock splits of our outstanding common stock at a ratio of not less than 1-for-5 and not more than 1-for-50 in the aggregate at any time prior to December 31, 2023. We intend to implement a reverse stock split within the next few weeks.27

AFuture ~~delisting~~issuances of ~~our~~debt ~~common~~securities, ~~stock from Nasdaq may~~which ~~materially~~would ~~impair~~rank ~~our~~senior ~~stockholders’ ability~~ to ~~buy~~our ~~and~~common ~~sell~~stock upon our ~~common~~bankruptcy ~~stock~~or liquidation, and ~~could~~future ~~have~~issuances anof ~~adverse~~preferred ~~effect~~stock, onwhich ~~the~~could ~~market~~rank ~~price~~senior ~~of,~~to ~~and~~our common stock for the ~~efficiency~~purposes of ~~the~~dividends ~~trading~~and ~~market~~liquidating ~~for~~distributions, ~~our~~may ~~common~~adversely ~~stock.~~affect ~~The~~the ~~delisting~~level of ~~our~~return ~~common~~you ~~stock~~may ~~could significantly impair our~~be ~~ability~~able to ~~raise~~achieve ~~capital~~from ~~and~~an ~~the~~investment ~~value~~in ofour ~~your~~common ~~investment~~stock.

~~The~~In ~~market~~the ~~price~~future, we may attempt to increase our capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our ~~stock~~debt securities, and lenders with respect to other borrowings we may bemake, ~~highly~~would receive distributions of our available assets prior to any distributions being made to holders ~~volatile~~of our common stock. Moreover, ~~and~~if ~~you~~we issue preferred stock, the holders of such preferred stock could ~~lose~~be ~~all~~entitled to preferences over holders of common stock in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue debt or preferred stock in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of ~~your~~any ~~investment~~such future offerings or borrowings. Holders of our common stock must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return, if any, they may be able to achieve from an investment in our common stock.

~~The~~If ~~market~~securities ~~for~~industry ~~our~~analysts ~~common~~do ~~stock may be characterized~~not bypublish ~~significant~~research ~~price~~reports ~~volatility~~on ~~when compared to the shares of larger~~us, ~~more~~or ~~established~~publish ~~companies~~unfavorable ~~that~~reports ~~have~~on ~~large public floats~~us, ~~and our~~then ~~stock price will likely be more volatile than~~ the ~~shares of such larger, more established companies for the indefinite future. The stock~~ market ~~in general has recently been highly volatile. Furthermore, there have been recent instances of extreme stock~~ price ~~run-ups followed by rapid price declines~~ and ~~stock~~market ~~price~~trading ~~volatility~~volume ~~following a number~~ of ~~recent initial public offerings, particularly among companies with relatively smaller public floats. We also experienced such volatility following~~ our ~~initial~~common ~~public offering in February~~stock ~~2022~~could ~~and may continue to experience such volatility, which may~~ be ~~unrelated~~negatively ~~to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our common stock~~affected.

~~The~~Any trading market ~~price~~for of our common stock ismay ~~likely~~be toinfluenced bein ~~volatile~~part ~~due~~by toany aresearch ~~number~~reports ofthat ~~factors.~~securities ~~First,~~industry asanalysts ~~noted~~publish ~~above,~~about ~~our~~us. ~~common~~We ~~stock~~do isnot ~~likely~~currently tohave ~~be more sporadically~~ and ~~thinly~~may ~~traded~~never ~~compared~~obtain toresearch ~~the~~coverage ~~shares~~by ofsecurities ~~such~~industry ~~larger, more established companies~~analysts. ~~The~~If ~~price~~no ~~for~~securities ~~our~~industry ~~common~~analysts ~~stock~~commence ~~could,~~coverage ~~for~~of ~~example~~us, ~~decline precipitously in~~ the ~~event~~market ~~that~~price and amarket ~~large~~trading ~~number~~volume of ~~shares~~our iscommon ~~sold~~stock oncould ~~the~~be ~~market~~negatively ~~without~~affected. ~~commensurate~~In ~~demand.~~the ~~Secondly,~~event we are acovered ~~speculative~~by ~~or “risky” investment due to our lack of profits to date. As a consequence of this enhanced risk~~analysts, ~~more~~and ~~risk-adverse~~one ~~investors~~or ~~may, under the fear~~more of ~~losing~~such ~~all~~analysts ordowngrade ~~most~~our ofsecurities, ~~their investment in the event of negative news~~ or ~~lack~~otherwise ofreports ~~progress, be more inclined to sell their shares~~ on ~~the~~ ~~market~~us ~~more~~unfavorably, ~~quickly~~or ~~and~~discontinues atcoverage ~~greater discounts than would be the case with the stock~~ of ~~a larger~~us, ~~more established company that has a large public float. Many of these factors are beyond our control and may decrease~~ the market price ~~of our common stock regardless of~~and ~~our operating performance. The~~ market ~~price~~trading volume of our common stock could ~~also~~ be ~~subject~~negatively ~~to wide fluctuations in response to a broad and diverse range of factors, including the following:~~affected.

●If ~~actual~~our orshares ~~anticipated~~of ~~variations~~common instock ~~our~~become ~~periodic~~subject to ~~operating~~the ~~results;~~penny stock rules, it would become more difficult to trade our shares.

●The ~~increases~~SEC has adopted rules that regulate broker-dealer practices in ~~market~~connection ~~interest~~with ~~rates~~transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that ~~lead~~current ~~investors~~price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not retain a listing on Nasdaq or another national securities exchange and if the price of our common stock is less than $5.00, our common stock could be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to ~~demand~~deliver a ~~higher~~standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment ~~return~~for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.

28We are subject to ongoing public reporting requirements that are less rigorous than rules for companies that are not emerging growth companies and our stockholders could receive less information than they might expect to receive from more mature public companies.

●We ~~changes~~are inrequired ~~earnings~~to ~~estimates;~~publicly report on an ongoing basis as an “emerging growth company” under the reporting rules set forth under the Exchange Act. For so long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not emerging growth companies. For so long as we are an emerging growth company, we will not be required to:

● ~~changes~~have inan ~~market~~auditor ~~valuations~~report on our internal controls over financial reporting pursuant to Section 404(b) of ~~similar~~the ~~companies~~Sarbanes-Oxley Act;

● ~~actions~~comply orwith ~~announcements~~any requirement that may be adopted by ~~our~~the ~~competitors~~Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

~~● adverse market reaction to any increased indebtedness we may incur in the future;~~28

● ~~additions~~submit orcertain ~~departures~~executive ofcompensation ~~key~~matters ~~personnel~~to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

● ~~actions~~disclose bycertain ~~stockholders;~~executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.

●In ~~speculation~~addition, Section 107 of the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the ~~media~~Securities Act of 1933, ~~online~~as ~~forums~~amended, or ~~investment~~the ~~community;~~Securities ~~and~~Act, for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

●We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of our ~~ability~~initial topublic ~~maintain~~offering, (ii) the ~~listing~~last day of the first fiscal year in which our total annual gross revenues are $1.235 billion or more, (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iv) the date on ~~Nasdaq~~which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

~~Volatility~~Because inwe ~~the~~will ~~market~~be ~~price~~subject ofto ~~our~~ongoing ~~common~~public ~~stock~~reporting ~~may~~requirements ~~prevent~~that ~~investors~~are ~~from~~less ~~being~~rigorous ~~able~~than toExchange ~~sell~~Act ~~their~~rules ~~common~~for ~~stock~~companies atthat orare ~~above~~not ~~the~~emerging ~~price~~growth atcompanies, ~~which~~our stockholders could receive less information than they ~~purchased~~might expect to receive from more mature public companies. We cannot predict if investors will find our common stock~~. As~~ aless ~~result,~~attractive ~~you~~if ~~may~~we ~~suffer~~elect ato ~~loss~~rely on ~~your~~these ~~investment~~exemptions, or if taking advantage of these exemptions would result in less active trading or more volatility in the price of our common stock.

WeAnti-takeover ~~have~~provisions ~~not~~in ~~paid~~our incharter documents ~~the~~and ~~past~~under Nevada law could make an acquisition of our company more difficult, and dolimit ~~not expect~~attempts toby ~~declare~~our orstockholders ~~pay~~to ~~dividends~~replace or inremove ~~the~~our ~~foreseeable~~current ~~future~~management.

~~We have~~Provisions ~~not~~in ~~paid~~our inarticles ~~the~~of ~~past~~incorporation and bylaws domay ~~not~~have ~~expect to declare or pay dividends in~~ the ~~foreseeable~~effect ~~future,~~of asdelaying weor ~~anticipate~~preventing ~~that~~a wechange ~~will~~of ~~invest future~~control ~~earnings~~or changes in ~~the development and growth of~~ our ~~business~~management. ~~Therefore, holders~~Our articles of ~~our common stock will not receive any return on their investment unless they sell their securities,~~ incorporation and ~~holders~~bylaws ~~may~~include beprovisions ~~unable to sell their securities on favorable terms or at all.~~that:

~~Future~~● ~~issuances~~permit ~~of our common stock or securities convertible into, or exercisable or exchangeable for, our common stock, or~~ the ~~expiration~~board of ~~lock-up~~directors ~~agreements~~to ~~that~~establish ~~restrict~~ the ~~issuance~~number of ~~new~~directors ~~common~~and ~~stock~~fill orany ~~the~~vacancies ~~trading of outstanding common stock, could cause the market price of our common stock to decline~~ and ~~would~~newly ~~result~~created ~~in the dilution of your holdings.~~directorships;

~~Future~~● ~~issuances~~provide ~~of our common stock or securities convertible into, or exercisable or exchangeable for, our common stock, or the expiration of lock-up agreements~~ that restrict the issuance of new common stock or the trading of outstanding common stock, could cause the market price of our common stock to decline. We cannot predict the effect, if any, of future issuances of our securities, or the future expirations of lock-up agreements, on the price of our common stock. In all events, future issuances of our common stock would result in the dilution of your holdings. In addition, the perception that new issuances of our securities could occur, or the perception that locked-up parties will sell their securities when the lock-ups expire, could adversely affect the market price of our common stock. In connection with our initial public offering, we and all of our directors ~~and executive officers entered into lock-up agreements, pursuant to which we and each of these persons~~ may ~~not,~~only ~~without~~be ~~the prior~~removed ~~written~~by ~~approval of~~ the ~~representative~~majority of the ~~underwriters~~shares ~~and subject to certain exceptions, offer, sell, contract to sell, pledge, or otherwise dispose~~ of, ~~directly~~voting ~~or indirectly, our common~~ stock orthen ~~securities~~outstanding; ~~convertible into or exchangeable or exercisable for our common stock for a period of six months from the closing of the initial public offering with respect to our directors~~ and executive officers and for a period of twelve months from the closing of the initial public offering with respect to our company. In addition to any adverse effects that may arise upon the expiration of these lock-up agreements, the lock-up provisions in these agreements may be waived, at any time and without notice. If the restrictions under the lock-up agreements are waived, our common stock may become available for resale, subject to applicable law, including without notice, which could reduce the market price for our common stock.

~~Future~~● ~~issuances~~establish ofadvance ~~debt~~notice ~~securities,~~requirements ~~which would~~for ~~rank~~nominations ~~senior~~for election to our ~~common~~board ~~stock~~of ~~upon~~directors ~~our bankruptcy~~ or ~~liquidation, and future issuances of preferred stock, which could rank senior to our common stock~~ for ~~the~~proposing ~~purposes~~matters ofthat ~~dividends~~can ~~and liquidating distributions, may adversely affect the level of return you may~~ be ~~able~~ toacted ~~achieve~~upon ~~from~~by anstockholders ~~investment~~at inannual ~~our~~stockholder ~~common stock~~meetings.

InThese ~~the~~provisions ~~future, we~~ may ~~attempt~~frustrate toor ~~increase~~prevent ~~our~~any ~~capital~~attempts ~~resources~~ by ~~offering~~our ~~debt~~stockholders ~~securities.~~to ~~Upon~~replace ~~bankruptcy~~ or ~~liquidation,~~remove ~~holders of~~ our ~~debt~~current ~~securities,~~management ~~and~~by ~~lenders~~making ~~with~~it ~~respect to~~more ~~other~~difficult ~~borrowings~~for westockholders ~~may make, would receive distributions of our available assets prior~~ to ~~any~~replace ~~distributions being made to holders~~members of our ~~common~~board ~~stock. Moreover, if we issue preferred stock, the holders~~ of such preferred stock could be entitled to preferences over holders of common stock in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue debt or preferred stock in any future offeringdirectors, orwhich ~~borrow~~is ~~money~~responsible ~~from~~for ~~lenders,~~appointing ~~will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate~~ the ~~amount,~~members ~~timing or nature~~ of ~~any such future offerings or borrowings. Holders of~~ our common stock must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return, if any, they may be able to achieve from an investment in our common stockmanagement.

If securities industry analysts do not publish research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our common stock could be negatively affected.

Any trading market for our common stock may be influenced in part by any research reports that securities industry analysts publish about us. We do not currently have and may never obtain research coverage by securities industry analysts. If no securities industry analysts commence coverage of us, the market price and market trading volume of our common stock could be negatively affected. In the event we are covered by analysts, and one or more of such analysts downgrade our securities, or otherwise reports on us unfavorably, or discontinues coverage of us, the market price and market trading volume of our common stock could be negatively affected.

If our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not retain a listing on Nasdaq or another national securities exchange and if the price of our common stock is less than $5.00, our common stock could be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.

We are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies and our stockholders could receive less information than they might expect to receive from more mature public companies.

We are required to publicly report on an ongoing basis as an “emerging growth company” under the reporting rules set forth under the Exchange Act. For so long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not emerging growth companies. For so long as we are an emerging growth company, we will not be required to:

● have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

● comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

● submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

● disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of our initial public offering, (ii) the last day of the first fiscal year in which our total annual gross revenues are $1.07 billion or more, (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iv) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Because we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, our stockholders could receive less information than they might expect to receive from more mature public companies. We cannot predict if investors will find our common stock less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result in less active trading or more volatility in the price of our common stock.

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, and limit attempts by our stockholders to replace or remove our current management.

Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management. Our certificate of incorporation and bylaws include provisions that:

● permit the board of directors to establish the number of directors and fill any vacancies and newly created directorships;

● provide that directors may only be removed by the majority of the shares of voting stock then outstanding; and

● establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 1C. CYBERSECURITY.

Risk Management and Strategy

We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data. We have developed the following processes as part of our strategy for assessing, identifying, and managing material risks from cybersecurity threats.

Managing Material Risks & Integrated Overall Risk Management

We have integrated cybersecurity risk management into our risk management processes. This integration is intended to ensure that cybersecurity considerations are part of our decision-making processes. We continuously evaluate and address cybersecurity risks in alignment with our business objectives and operational needs.

Engaging Third-parties on Risk Management

Recognizing the complexity and evolving nature of cybersecurity threats, we plan to engage external experts, including consultants and auditors, in evaluating and testing our risk management systems. These services will enable us to leverage specialized knowledge and insights, ensuring our cybersecurity strategies and processes remain at the forefront of industry best practices. Our collaboration with these third-parties is expected to include annual audits, ongoing threat assessments, and regular consultations on security enhancements.

Overseeing Third-Party Risk

Because we are aware of the risks associated with third-party service providers, we implement processes to oversee and manage these risks. We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards. This approach is designed to mitigate risks related to data breaches or other security incidents originating from third parties.

Risks from Cybersecurity Threats

We have not encountered cybersecurity challenges that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.

Governance

Board of Directors Oversight

Our board of directors oversees the management of risks associated with cybersecurity threats.

Management’s Role Managing Risk

Management is primarily responsible for assessing, monitoring and managing our cybersecurity risks. Management must ensure that all industry standard cybersecurity measures are functioning as required to prevent or detect cybersecurity threats and related risks. Management oversees and tests our compliance with standards, remediates known risks, and leads our employee training program.

Monitoring Cybersecurity Incidents

Management is continually informed about the latest developments in cybersecurity, including potential threats and innovative risk management techniques. Management implements and oversees processes for the regular monitoring of our information systems. This includes the deployment of industry-standard security measures and regular system audits to identify potential vulnerabilities. In the event of a cybersecurity incident, management will implement an incident response plan. This plan includes immediate actions to mitigate the impact and long-term strategies for remediation and prevention of future incidents.

Reporting to Board of Directors

Significant cybersecurity matters, and strategic risk management decisions, will be escalated to the board of directors.

ITEM 2. PROPERTIES.

Our corporate offices, ~~along with the Ceautamed office and warehouse,~~ are located at 990 SBiscayne ~~Rogers Circle~~Blvd, Suite 3505, ~~Boca Raton~~Miami, Florida ~~33487~~33132. We rent this facility under a lease that commenced on December 1, 2022 and ends on December 31, 2029, with one option to extend the term for five years. The monthly rent is approximately $13,283 for the first year, with 3.5% annual increases to approximately $16,328 in the final year of the initial term. We are also responsible for our proportionate (5.69%) share of any increases to the landlord’s taxes, insurance and common area maintenance costs after December 31, 2022.

~~BSNM~~DSO’s ismanufacturing and corporate offices are located at ~~10575 N.~~1210 W. ~~37th~~13th ~~Terrace~~St, ~~Doral~~Riviera Beach, Florida ~~33178~~33404. It operates a 30,000 square foot manufacturing facility at this address. The building housing this manufacturing facility is under a 5five-year lease ending in ~~December~~August 1,2028 ~~2027,~~ at a rental rate of $728,~~856~~845 per month with a 3% annual increase. DSO has an option to renew this lease for an additional three years with a 3% annual increase in the rental amount.

DSO’s manufacturing and corporate offices are located at 1210 W 13th St, Riviera Beach, Florida 33404. It operates a 30,000 square foot manufacturing facility at this address. The building housing this manufacturing facility is under a five-year lease ending in August 2028 at a rental rate of $24,470 per month with a 3% annual increase. DSO has an option to renew this lease for an additional three years with a 3% annual increase in the rental amount.

Our Canadian subsidiary Smart for Life Canada Inc. operates a retail store located at 6525 Décarie Boulevard, Suite GR-3, Montreal, Quebec, Canada H3W-3E3. This location also acts as a distribution center for our international direct to consumer and big box customers. Smart for Life Canada Inc. rents this facility under a three-year lease agreement ending in September 2024 at a rental rate of C$37,570 per year (approximately US$46,734), plus its 3.53% proportionate share of real estate taxes and operating expenses.

We believe that all our properties have been adequately maintained, are generally in good condition, and are suitable and adequate for our business.

ITEM 3. LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

3130

PART II

Market Information

Our common stock is listed on the Nasdaq Capital Market under the symbol “SMFL.”

Number of Holders of our Common Shares

As of ~~March~~September 2920, ~~2023~~2024, there were approximately 88112 stockholders of record of our common stock. In computing the number of holders of record of our common stock, each broker-dealer ~~and~~ and clearing corporation holding shares on behalf of its customers is counted as a single stockholder.

Dividend Policy

We have never declared or paid cash dividends on our common stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any cash dividends on our common stock in the near future. We may also enter into credit agreements or other borrowing arrangements in the future that will restrict our ability to declare or pay cash dividends on our common stock. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant. See also Item 1A “Risk Factors—Risks Related Ownership of Our Common Stock—We have not paid in the past and do not expect to declare or pay dividends in the foreseeable future.”

Securities Authorized for Issuance under Equity Compensation Plans

See Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

Recent Sales of Unregistered Securities

We have not sold any equity securities during the ~~2022~~2023 fiscal year that were not previously disclosed in a quarterly report on Form 10-Q or a current report on Form 8-K that was filed during the ~~2022~~2023 fiscal year.

Purchases of Equity Securities

No repurchases of our common stock were made during the fourth quarter of ~~2022~~2023.

ITEM 6. [RESERVED]

3231

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity and cash flows as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this report. The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report, particularly in the sections titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

Overview

OnOur ~~March~~wholly-owned 8,subsidiary ~~2018~~DSO manufactures, sells weand ~~acquired~~owns ~~51%~~the Smart for Life brand of ~~BSNM~~natural health and wellness meal replacement products. The brand includes proprietary hunger onsuppressing ~~October~~functional 9,foods ~~2019,~~that weare ~~acquired~~designed ~~the~~to ~~remaining~~work ~~49%.~~with ~~BSNM~~the isbody’s anatural ~~nutraceutical~~ability ~~contract~~to ~~manufacturer~~lose weight. It ~~specializes~~also indevelops apremium supplements ~~wide~~and ~~variety~~commodities that will promote optimal health and wellness. DSO has over 15 years of experience providing high-quality products, ~~from~~to ~~the~~premium ~~private~~retail ~~labeling~~locations ofand companies. Its branded vitamins, ~~dietary~~and supplements, ~~nutraceuticals,~~are ~~sport~~also ~~nutrition~~being ~~and~~sold ~~broad-spectrum~~through ~~nutritional supplements~~Amazon, and ~~sells~~this sales ~~them~~channel ~~throughout~~is ~~the~~becoming ~~United~~a ~~States~~major ~~and~~contributor ~~around~~to the ~~world,~~growth ~~including~~of ~~South~~the ~~America,~~brand ~~Central America and Europe~~online.

OnOur ~~July~~wholly-owned 1,subsidiary ~~2021,~~GSP weis ~~acquired~~a ~~DSO.~~sports ~~DSO manufactures,~~nutrition ~~sells~~company. ~~and~~It ~~owns~~offers ~~the~~nutritional ~~Smart~~supplements for ~~Life~~athletes ~~brand~~and ofactive ~~natural~~lifestyle ~~health~~consumers ~~and~~through ~~wellness~~a ~~meal~~variety ~~replacement~~of ~~products.~~wellness ~~The~~solutions ~~brand~~and ~~includes~~delivery methods, ~~proprietary~~including ~~hunger suppressing~~powders, ~~functional~~tablets ~~foods~~and soft gels that are ~~designed~~formulated to ~~work~~support ~~with~~energy ~~the~~and ~~body’s~~performance; ~~natural~~nutrition ~~ability~~and towellness; ~~lose~~and focus ~~weight~~and clarity. ItGSP ~~also~~operates ~~develops~~within ~~premium supplements~~the ~~and~~36,000 ~~commodities~~square ~~that~~foot ~~will~~manufacturing ~~promote~~facility ~~optimal~~in ~~health~~Riviera ~~and~~Beach, ~~wellness.~~Florida ~~DSO~~that ~~has~~is ~~over~~also 15occupied by ~~years~~DSO. ofThis ~~experience~~section ~~providing~~of ~~high-quality products~~the tofacility ~~premium~~primarily ~~retail~~focuses ~~locations~~on ~~and~~the ~~companies.~~contract ~~Its~~manufacturing ~~branded~~of vitamins and supplements, ~~are~~with ~~also~~a ~~being~~particular ~~sold~~emphasis on ~~through~~the ~~Amazon~~production of tablets, capsules and ~~this sales~~powders, ~~channel~~along iswith ~~becoming~~turn-key asolutions ~~major~~for ~~contributor~~packaging tothese ~~the~~health ~~growth~~and wellness products in a wide variety of ~~the~~bottles, ~~brand~~jars, ~~online~~sachets and stick packs.

OnWe ~~August~~also ~~24,~~own ~~2021,~~49% weof ~~established~~First ~~Smart~~Health, ~~for~~which is primarily ~~Life~~engaged ~~Canada~~in ~~Inc.~~the asdevelopment aand ~~wholly~~distribution ~~owned~~of ~~subsidiary~~a wide variety of ~~DSO~~nutritional inproducts, ~~Canada.~~including ~~This~~antioxidant ~~subsidiary~~rich ~~sells~~supplements, ~~retail~~plant-based protein, alkalizing nutrients and products ~~through~~designed afor ~~retail~~weight ~~store~~management. ~~location~~First Health owns the Greens First line of branded products inwhich ~~Montreal~~have ~~Canada~~been ~~and~~specifically marketed to the ~~same~~healthcare ~~location~~provider ~~also~~sector. ~~acts~~These asvitamins ~~distribution~~and ~~center~~supplements ~~for~~have ~~our~~been ~~international~~sold ~~direct~~on a business-to-business basis, direct-to-consumer, ~~and~~as ~~big~~well ~~box~~as ~~customers. We~~sold ~~maintain~~utilizing ~~inventory~~an ~~and~~international ~~employees~~medical atdistribution ~~this location~~company.

OnOur ~~November~~wholly-owned 8,subsidiary ~~2021, we acquired~~ Nexus. ~~Nexus~~ operates a cost per action/cost per acquisition network. This network consists of hundreds of digital marketers who stand ready to market ~~products~~ products introduced to the Nexus network. The cost per action/cost per acquisition model is where digital marketers are paid for an action (e.g., a product sale or lead generation) that is taken as a direct result of their marketing efforts. Through the digital marketer’s method of marketing, the digital marketer sends traffic to one of the product vendor’s offers listed on the network.

On December 6, 2021, we acquired GSP. GSP is a sports nutrition company. It offers nutritional supplements for athletes and active lifestyle consumers through a variety of wellness solutions and delivery methods, including powders, tablets and soft gels that are formulated to support energy and performance; nutrition and wellness; and focus and clarity. GSP’s initial line of nutritional products are marketed under the Sports Illustrated Nutrition brand. The product line currently consists of whey protein isolate powder, tablet supplements for joint health, nitric oxide, post workout blends, Omega-3 supplements, and pre-workout supplements, among others.

On July 29, 2022, we acquired Ceautamed. Ceautamed is based in Boca Raton, Florida and owns the Greens First line of branded products which have been specifically marketed to the healthcare provider sector. These vitamins and supplements have been sold on a business-to-business basis, direct-to-consumer basis, as well as sold utilizing an international medical distribution company pursuant to a long-term contract.

Recent Developments

OnCeautamed ~~February~~Transaction ~~14,~~and ~~2023,~~Related ~~we filed for Employee Retention Credits for an aggregate amount of approximately $1,635,000.~~Transactions

~~Subsequent~~On toJanuary ~~December 31~~29, ~~2022~~2024, we ~~issued~~entered ~~additional~~into an asset ~~original~~purchase ~~discount~~agreement ~~subordinated~~with ~~debentures~~First inHealth ~~the~~and ~~aggregate~~Ceautamed, ~~principal~~along ~~amount~~with ofits $1wholly owned subsidiaries,~~046~~ Wellness Watchers Global,~~471.~~ ~~The~~LLC ~~debentures~~and ~~contain~~Greens First anFemale ~~original~~LLC, ~~issue~~pursuant ~~discount of~~to 15which we agreed to sell 51%, orof the assets of Ceautamed and its subsidiaries to First Health for an aggregate price ~~original~~of ~~issue~~$3,486,233, ~~discount~~consisting of (i) $~~156~~210,~~971~~993.50 Aspaid ato ~~result~~our creditors for outstanding debt owed and (ii) $3,275,239 in the ~~net~~form ~~proceeds~~of the ~~recorded~~assumption ~~was~~of ~~$889~~certain assumed liabilities (as defined in the asset purchase agreement),~~500.~~ ~~The~~including ~~debentures~~the ~~bear~~assumption ~~interest~~of certain debt atand athe ~~rate~~release of ~~17.5%~~Ceautamed ~~per~~and ~~annum~~its subsidiaries from such liabilities.

~~Impact~~In connection with the asset purchase agreement, we also entered into a limited liability company agreement, or the LLC Agreement, pursuant to which First Health was organized. Pursuant to the LLC Agreement, the voting members of ~~Coronavirus~~First ~~Pandemic~~Health are Joseph X. Xiras, Stuart Benson, and Ryan Benson, each with a 17% voting interest in First Health. We will also maintain a 49% non-voting ownership interest in First Health. The voting members of First Health have the option to purchase such 49% non-voting ownership interest for $1 upon notice to us pursuant to the LLC Agreement.

WeLoan are dependent upon certain contract manufacturers and suppliers and their ability to reliably and efficiently fulfill our orders is critical to our business success. The COVID-19 pandemic has impacted and may continue to impact certain of our manufacturers and suppliers. As a result, we have faced and may continue to face delays or difficulty sourcing certain products and raw materials, which could negatively affect our business and financial results. Even if we are able to find alternate sources for such raw materials, they may cost more, which could adversely impact our profitability and financial condition.Agreement

~~Furthermore~~On March 5, ~~the~~2024, ~~global~~our ~~deterioration~~company inand ~~economic conditions~~DSO, ~~which~~as ~~may~~borrowers, entered ~~have~~into ana ~~adverse~~loan ~~impact~~agreement onwith ~~discretionary~~Abbsi, ~~consumer~~LLC, ~~spending~~ or ~~investing~~Abbsi, ~~could~~for ~~also~~a ~~impact~~loan ~~our~~of ~~business~~up to $500,000 and ~~demand~~issued a promissory note to Abbsi in the principal ~~for~~amount ~~our~~of ~~products~~$250,000. ~~For~~Pursuant ~~instance~~to the loan agreement and note, ~~consumer~~Abbsi ~~spending~~is providing funds directly to various vendors and ~~investing~~service ~~may~~providers of beDSO. During ~~negatively~~the ~~impacted~~term byof ~~general~~the ~~macroeconomic~~loan, ~~conditions~~Abbsi agreed to pay DSO’s suppliers directly, ~~including~~or reimburse us if DSO’s suppliers ahave ~~rise~~been inpaid ~~unemployment~~directly by us, for all costs associated with the production and ~~decreased~~sale ~~consumer~~of ~~confidence~~our ~~resulting~~branded ~~from~~products by Abbsi, as well as payroll costs attributable to the ~~pandemic~~sale of such products. All ~~Changing~~such ~~consumer~~costs ~~and~~shall ~~investor~~be ~~behaviors~~reimbursed directly by us or applied as a reduction to ~~result~~the principal amount due under the loan agreement and note. The note bears interest at the rate of 12% per annum and has a term of 60-months, if not prepaid earlier, and shall otherwise be due and payable as provided in the ~~pandemic~~note. The loan may ~~also~~be ~~have~~prepaid at any time without penalty and is secured by a ~~material~~security ~~impact~~interest onin ~~our~~all ~~revenue~~of DSO’s assets. As of the date hereof, Abbsi has advanced $250,000 under the loan.

~~Our~~The ~~efforts~~loan toagreement ~~help~~also ~~mitigate~~provides ~~the~~that, ~~negative~~for ~~impact~~so oflong ~~the~~as ~~outbreak~~any onamounts ~~our~~due ~~business~~under ~~may~~the ~~not~~note beremain ~~effective,~~outstanding and wesubject ~~may~~to ~~be affected by~~ a ~~protracted~~cap ~~economic~~equal ~~downturn.~~to ~~Furthermore, while many governmental authorities around~~ the ~~world~~principal ~~have~~amount ~~and~~of ~~continue to enact legislation to address~~ the ~~impact of COVID-19~~loan, ~~including~~Abbsi ~~measures~~shall ~~intended~~be entitled to ~~mitigate~~receive ~~some~~20% of the ~~more~~annual ~~severe~~positive ~~anticipated~~cash ~~economic~~flow ~~effects~~generated ofby ~~the virus~~DSO, wewhich ~~may~~shall ~~not benefit from such legislation, or such legislation may prove to~~ be ~~ineffective~~calculated ~~in addressing COVID-19’s impact~~ on ~~our~~an ~~and~~annualized ~~our customer’s businesses and operations~~basis. ~~Even~~ ~~after the COVID-19 outbreak has subsided, we may continue to experience impacts to our business as a result~~ Calculation of ~~COVID-19’s global~~such ~~economic~~payment ~~impact~~shall ~~and~~be ~~any~~made ~~recession~~contemporaneously ~~that~~with ~~has occurred or may occur in~~ the ~~future.~~end ~~Further,~~of aseach ~~the~~fiscal ~~COVID-19~~quarter ~~situation is unprecedented~~ and ~~continuously~~shall ~~evolving,~~be ~~COVID-19~~paid ~~may~~concurrently ~~also~~with ~~affect~~ our ~~operating and financial results in a manner that is not presently known to us~~quarterly or inannual afilings ~~manner~~with ~~that~~the ~~we currently do not consider that may present significant risks to our operations~~SEC.

~~The~~Sale ~~extent to which the COVID-19 pandemic may impact our results will depend on future developments, which are highly uncertain~~ and ~~cannot~~Leaseback be predicted as of the date of this report. Nevertheless, the pandemic and the current financial, economic and capital markets environment, and future developments in the global supply chain and other areas present material uncertainty and risk with respect to our performance, financial condition, results of operations and cash flows. See also Item 1A “Risk Factors” for more information.Agreement

On March 6, 2024, we entered into a sale and leaseback agreement with Efraim Elias, or the Purchaser, related to BSNM’s Doral, Florida production facility, or the Facility. Under the sale and leaseback agreement, we sold BSNM to the Purchaser for a purchase price of $1.00 and agreed to lease the Facility from the Purchaser. The lease shall expire on March 6, 2074 and either party may extend the lease for up to ten additional one-year periods.

In addition, we agreed to enter into a management services agreement, pursuant to which GSP shall (i) be obligated to make certain future payments to the Purchaser; (ii) assume and pay all existing and future liabilities of the Facility; (iii) manage the operations and affairs of the Facility; and (iv) be entitled to all revenues of the Facility and transactions in respect of all assets of the Facility, in its sole discretion. As of the date of this report, the management services agreement has not yet been signed.

The sale and leaseback agreement includes a right of first offer, pursuant to which we have a right to repurchase the Facility in the event that one or both parties determine that the Purchaser cannot maintain title ownership to the Facility and/or fulfill all of its obligations under the sale and leaseback agreement or the management services agreement. The terms of any such repurchase shall be in our sole discretion. The Purchaser may not transfer the Facility to any other party.

Securities Purchase Agreement

On April 3, 2024, we entered into a securities purchase agreement with Purely Optimal Nutrition Inc., or Purely Optimal, and Tan Enterprises, Inc., Availiant Holdings Corporation, Dannel Tan, Jason Kwan and Timur Kim, or the Sellers, pursuant to which we agreed to acquire all of the issued and outstanding membership interests of Purely Optimal, a health supplement brand, from the Sellers for an aggregate purchase price of $11,965,966.10, or the Purchase Price, consisting of (i) $7,859,579.66 in cash and (ii) $4,106,386.44 payable as 18,414 newly issued shares of series D convertible preferred stock, a new series of preferred stock, subject to certain adjustments described below.

The Purchase Price is based upon a six (6) times multiple of an estimated EBITDA of $1,467,073.35 for the twelve-month period ending on November 30, 2023, or the Reconstructed EBITDA. The Purchase Price will be adjusted upwards or downwards based upon the difference between (i) six (6) times the Reconstructed EBITDA and the Purchase Price and (ii) the Estimated Inventory Payment (as defined in the securities purchase agreement) and the actual amount of Inventory (as defined in the securities purchase agreement) on the closing date. In addition, the cash portion of the Purchase Price will be decreased by the amount of any outstanding indebtedness of Purely Optimal for borrowed money existing as of the closing date and any unpaid transaction expenses.

The securities purchase agreement contains customary representations, warranties and covenants, including a covenant that the Sellers will not compete with the business of Purely Optimal for a period of two (2) years following closing. The securities purchase agreement also contains mutual indemnification for breaches of representations or warranties and failure to perform covenants or obligations contained in the securities purchase agreement. In the case of the indemnification provided by the Sellers with respect to breaches of certain non-fundamental representations and warranties, the Sellers will only become liable for indemnified losses if the amount exceeds ten percent (10%) of the Purchase Price, whereupon the Sellers will be liable for all losses relating back to the first dollar, provided that the liability of the Sellers for breaches of certain non-fundamental representations and warranties shall not exceed thirty five (35%) of the Purchase Price and each Seller’s aggregate liability for the breach of fundamental representations shall be limited to the Purchase Price.

The closing of the securities purchase agreement is subject to customary closing conditions, including, without limitation, the completion of accounting and legal due diligence investigations; the receipt of all authorizations, consents and approvals of all governmental authorities and third parties; the release of any liens against any of the assets of Purely Optimal; our obtaining the requisite acquisition financing; and delivery of all documents required for the transfer of the equity interests of Purely Optimal to us.

Warrant Solicitation

On May 30, 2024, we entered into warrant solicitation inducement letters with the holders of warrants for the purchase of an aggregate of 183,370 shares of common stock at an exercise price of $10.64 issued on December 4, 2023, or the Existing Warrants, pursuant to which the holders agreed to exercise the Existing Warrants for cash at a reduced exercise price of $4.25 per share, or for gross proceeds of $779,322.50 in the aggregate. In consideration for the immediate exercise of the Existing Warrants for cash, we agreed to issue to the holders new warrants for the purchase of an aggregate of 550,110 shares of common stock, or the New Warrants.

On June 3, 2024, the closing of this transaction was completed, and we issued the New Warrants. The New Warrants are exercisable for a period of eighteen months at an initial exercise price of $4.25 per share and may be exercised on a cashless basis if at the time of exercise there is no effective registration statement registering, or the prospectus contained therein is not available for the resale of, the shares issuable upon exercise of the New Warrants. The exercise price will be subject to customary adjustments in the event of stock splits, stock dividends, stock combinations and similar recapitalization transactions. The New Warrants also contain a beneficial ownership limitation which provides that we shall not effect any exercise, and a holder shall not have the right to exercise, any portion of a New Warrant to the extent that, after giving effect to the exercise, such holder (together with such holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares issuable upon the exercise. This limitation may be waived (up to a maximum of 9.99%) by a holder in its sole discretion upon not less than sixty-one (61) days’ prior notice to us.

H.C. Wainwright & Co., LLC acted as warrant inducement agent and financial advisor in connection with the transaction and received a cash fee equal to 7.5% of the gross proceeds, a management fee equal to 1% of the gross proceeds and reimbursement of certain expenses. After these fees, the Company received net proceeds of approximately $458,473. In addition, the Company issued to certain designees of H.C. Wainwright & Co., LLC warrants to purchase 13,753 shares of common stock at an exercise price of $5.3125 per share, which such warrants will have the same terms of the New Warrants (other than the exercise price).

Debt Conversions and Creation of Series C Preferred Stock

Subsequent to December 31, 2023, we entered into conversion agreements with certain lenders, pursuant to which such lenders converted an aggregate of $15,318,716 of debt and interest owed by us to such lenders in exchange for an aggregate of 6,141,229 shares of common stock and 36,506.81 shares of series C preferred stock. The conversions were completed in multiple transactions at a price per underlying share of common stock that was at least equal to the lower of (i) the official closing price as reflected on Nasdaq.com immediately preceding signing of the conversion agreement or (ii) the average official closing price as reflected on Nasdaq.com for the five trading days immediately preceding signing of the conversion agreement.

In connection with these debt conversions, we filed a certificate of designation with the Nevada Secretary of State on March 1, 2024 to create a new series of preferred stock designated as series C preferred stock. Pursuant to the certificate of designation, we designated 200,000 shares of our preferred stock as series C preferred stock. Following is a summary of the material terms of the series C preferred stock:

Dividend Rights. Holders of series C preferred stock are entitled to receive dividends in the same form as dividends paid on shares of the common stock only when and if such dividends are paid on shares of common stock. No other dividends shall be paid on shares of series C preferred stock.

Liquidation Rights. Upon any liquidation, dissolution or winding-up of our company, whether voluntary or involuntary, the holders of series C preferred stock shall be entitled to receive out of the assets of our company the same amount that a holder of common stock would receive if the series C preferred stock were fully converted (disregarding for such purposes any conversion limitations) to common stock, which amounts shall be paid prior to all holders of common stock and pari passu with all holders of our series B preferred stock.

Voting Rights. The series C preferred stock shall vote together with the common stock on an as-converted basis.

Conversion Rights. Each share of series C preferred stock is convertible, at any time and from time to time at the option of the holder thereof, into that number of shares of common stock determined by dividing the stated value of such share of series C preferred stock ($100) by the conversion price. The conversion price is $7.00 (subject to adjustments for stock dividends, stock splits, recapitalizations and certain fundamental transactions). Notwithstanding the foregoing, we shall not effect any conversion, and a holder shall not have the right to convert, any portion of the series C preferred stock to the extent that, after giving effect to the conversion, such holder (together with such holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares issuable upon the conversion. This limitation may be waived (up to a maximum of 9.99%) by the holder and in its sole discretion, upon not less than sixty-one (61) days’ prior notice to us.

No Redemption. The series C preferred stock is not redeemable.

Principal Factors Affecting Our Financial Performance

Our operating results are primarily affected by the following factors:

●

our ability to acquire new customers or retain existing customers;

●

our ability to offer competitive product pricing;

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our ability to broaden product offerings;

●

industry demand and competition; and

●

market conditions and our market position.

Emerging Growth Company

We qualify as an “emerging growth company” under the JOBS Act. As a result, we will be permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

●

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

●

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

●

submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

●

disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of our initial public offering, (ii) the last day of the first fiscal year in which our total annual gross revenues are $1.07 235 billion or more, (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iv) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Results of Operations

Comparison of Years Ended December 31, 2022 and 2021

The following table sets forth key components of our results of operations during the years ended December 31, 2022 and 2021, both in dollars and as a percentage of our revenues.

	December 31, 2022						December 31, 2021
	Amount			% of Revenues			Amount			% of Revenues
Revenues
Products	$	14,331,482			80.67	%	$	8,330,571			92.33	%
Advertising		3,434,879			19.33	%		692,022			7.67	%
Total revenues		17,766,361			100.00	%		9,022,593			100.00	%
Cost of revenues
Products		10,327,956			58.13	%		5,596,247			62.02	%
Advertising		2,561,276			14.42	%		528,386			5.86	%
Total cost of revenues		12,889,232			72.55	%		6,124,633			67.88	%
Gross profit		4,877,129			27.45	%		2,897,960			32.12	%
Operating expenses
General and administrative		6,321,672			35.58	%		2,948,466			32.68	%
Compensation		6,690,889			37.66	%		3,564,978			39.51	%
Professional Services		1,925,713			10.84	%		907,412			10.06	%
Depreciation and amortization expense		2,145,441			12.08	%		717,925			7.96	%
Total operating expenses		17,083,715			96.16	%		8,138,781			90.20	%
Operating loss		(12,206,586	)		(68.71	)%		(5,240,821	)		(58.09	)%
Other income (expense)
Other expense		(8,900	)		(0.05	)%		(12,782	)		(0.14	)%
Consulting fees - related parties		(1,471,199	)		(8.28	)%		-			-
IPO expenses		(702,394	)		(3.95	)%		-			-
Gain on extinguishment of debt		329,052			1.85	%		-			-
Interest expense		(15,917,788	)		(89.60	)%		(2,511,920	)		(27.84	)%
Total other expense		(17,771,229	)		(100.03	)%		(2,524,702	)		(27.98	)%
Net loss	$	(29,977,815	)		(168.73	)%	$	(7,765,523	)		(86.07	)%

Revenues. Our total revenues increased by $8,743,768, or 96.91%, to $17,766,361 for the year ended December 31, 2022 from $9,022,593 for the year ended December 31, 2021. Such increase was primarily due to the acquisitions that were completed in 2021 and 2022, including the acquisition of DSO that was completed in the third quarter of 2021, the acquisitions of Nexus and GSP that were completed in the fourth quarter of 2021 and the acquisition of Ceautamed that was completed in the third quarter of 2022.

~~Our~~Discontinued nutraceutical business generates revenue from the sales of nutritional and related products. Revenues from our nutraceutical business (products) increased by $6,000,911, or 72.03%, to $14,331,482 for the year ended December 31, 2022 from $8,330,571 for the year ended December 31, 2021. This increase was primarily due to the acquisitions, as well as increased sales of our contract manufacturing services associated with the relief of certain supply constraints of products and increased marketing efforts for our products and services. The increase was the result of an increase in the volume of products sold and not due to pricing changes.Operations

~~Our~~As ~~digital~~noted ~~marketing~~above, ~~business~~on ~~generates~~March ~~revenues when~~6, ~~sales~~2024, ofwe ~~listed~~entered ~~products~~into ~~are~~a ~~sold~~sale byand ~~product~~leaseback agreement ~~vendors~~relating ~~through~~to ~~our~~BSNM. ~~network~~As as a result, of the ~~marketing~~financial ~~efforts~~results ofand ~~digital~~balances ~~marketers. Revenues~~have ~~from~~been ~~our~~classified ~~digital~~as ~~marketing~~discontinued ~~business~~operations ~~(advertising),~~within ~~which is operated by Nexus, were $3,434,879 for the year ended December 31,~~this ~~2022~~report and ~~$692,022 for~~ the ~~period~~accompanying ~~from~~consolidated ~~November~~financial ~~8, 2021 (date of acquisition) to December 31, 2021~~statements.

~~Cost~~BSNM ofis ~~revenues.~~a ~~Our~~nutraceutical ~~total~~contract ~~cost~~manufacturer ofthat ~~revenues~~specializes ~~increased~~in bya ~~$6,764,599,~~wide orvariety ~~110.45%,~~of products to ~~$12,889,232~~fill ~~for~~its ~~the~~client’s ~~year~~needs, ~~ended~~from ~~December~~the ~~31,~~private ~~2022~~labelling ~~from~~of $6vitamins,~~124,633~~ ~~for~~dietary ~~the year ended~~supplements, ~~December 31~~nutraceuticals, ~~2021.~~sport ~~Such~~nutrition ~~increase~~and ~~was~~broad-spectrum ~~primarily~~nutritional ~~due to the acquisitions described above~~supplements.

~~Cost~~Results of revenues for our nutraceutical business consist of ingredients, packaging materials, freight, and labor associated with the production of various products. Cost of revenues for our nutraceutical business (products) increased by $4,731,709, or 84.55%, to $10,327,956 for the year ended December 31, 2022 from $5,596,247 for the year ended December 31, 2021. Such increase was primarily due to the acquisitions described above. As a percentage of product revenues, cost of revenues for product sales increased from 67.18% in 2021 to 72.55% in 2022 due to rising prices for raw materials.Operations

~~Cost~~Comparison of ~~revenues~~Years ~~for~~Ended ~~our digital marketing business consist of commissions and bonuses paid to digital marketers. Cost of revenues from our digital marketing business (advertising) were $2,561,276 for the year ended~~ December 31, ~~2022 and $528,386 for the period from November 8, 2021 (date of acquisition) to December 31,~~ ~~2021.~~2023 ~~As a percentage of advertising revenues, cost of revenues for advertising sales was 74.57% for the year ended December 31, 2022~~ and ~~76.35% for the period from November 8, 2021 (date of acquisition) to December 31, 2021.~~2022

~~Gross~~The ~~profit.~~following Astable asets ~~result~~forth ofkey ~~the~~components ~~foregoing,~~of our ~~gross~~results ~~profit~~of ~~increased~~operations byduring ~~$1,979,169, or 68.30%, to $4,877,129 for~~ the ~~year~~years ended December 31, ~~2022~~2023 ~~from~~and $22022,~~897,960~~ ~~for the~~both ~~year~~in ~~ended~~dollars ~~December~~and ~~31,~~as ~~2021. As~~ a percentage of ~~revenues,~~ our ~~gross profit decreased from 32~~revenues.~~12% in 2021 to 27.45% in 2022.~~

General and administrative expenses. Our general and administrative expenses consist primarily of advertising expenses, bad debts, rent expense, insurance and other expenses incurred in connection with general operations. Our general and administrative expenses increased by $3,373,206, or 114.41% to $6,321,672 for the year ended December 31, 2022 from $2,948,466 for the year ended December 31, 2021. Such increase was primarily due to increased rates for insurance as a public company and full year operations for subsidiaries, including advertising, acquired in 2021 and five months of activities for Ceautamed, which was acquired during 2022. As a percentage of revenues, general and administrative expenses increased from 32.68% in 2021 to 35.58% in 2022.

	December 31, 2023						December 31, 2022
	Amount			% of Revenues			Amount			% of Revenues
Revenues
Products	$	7,863,977			95.60	%	$	12,467,650			78.40	%
Advertising		361,815			4.40	%		3,434,879			21.60	%
Total revenues		8,225,792			100.00	%		15,902,529			100.00	%
Cost of revenues
Products		4,854,554			59.02	%		8,250,733			51.88	%
Advertising		281,131			3.42	%		2,561,276			16.11	%
Total cost of revenues		5,135,685			62.43	%		10,812,009			67.99	%
Gross profit		3,090,107			37.57	%		5,090,520			32.01	%
Operating expenses
General and administrative		4,258,202			51.77	%		5,337,925			33.57	%
Compensation		5,561,017			67.60	%		6,167,637			38.78	%
Professional services		2,263,405			27.52	%		2,165,198			13.62	%
Consulting fee - related party		46,686			0.57	%		1,471,199			9.25	%
Impairment of intangible assets		5,843,501			71.04	%		—			—
Depreciation and amortization expense		2,273,288			27.64	%		1,899,542			11.94	%
Total operating expenses		20,246,099			246.13	%		17,041,501			107.16	%
Operating loss from continuing operations		(17,155,992	)		(208.56	)%		(11,950,981	)		(75.15	)%
Other income (expense)
Other income (expense)		400,397			4.87	%		(474	)		(0.00	)%
IPO expenses		—			—			(702,420	)		(4.42	)%
Gain on extinguishment of debt		269,828			3.28	%		161,039			1.01	%
Interest expense		(4,634,839	)		(56.35	)%		(15,689,565	)		(98.66	)%
Total other expense		(3,964,614	)		(48.20	)%		(16,231,420	)		(102.07	)%
Net loss from continuing operations		(21,120,606	)		(256.76	)%		(28,182,401	)		(177.22	)%
Net loss from discontinued operations		(1,555,135	)		(18.91	)%		(1,795,415	)		(11.29	)%
Net loss	$	(22,675,741	)		(275.67	)%	$	(29,977,816	)		(188.51	)%

~~Compensation~~Revenues. ~~Our~~ ~~compensation expenses include both cash and non-cash items, including salaries plus related payroll taxes.~~ Our ~~compensation~~total ~~expenses~~revenues ~~increased by~~decreased by $37,~~125~~676,~~911~~737, or 8748.6827%, to $68,~~690~~225,~~889~~792 for the year ended December 31, ~~2022~~2023 from $315,~~564~~902,~~978~~529 for the year ended December 31, ~~2021~~2022. Such ~~increase~~ decrease was primarily due a lack of cash to fund the ~~full~~purchase ~~year~~ of ~~operations~~ingredients ~~for~~leading ~~subsidiaries~~to ~~acquired~~our ininability ~~2021~~to ~~and~~meet ~~five~~production ~~months~~needs. The lack of ~~activity~~ingredients ~~for~~inventory ~~Ceautamed,~~impacted ~~which~~our ~~was acquired~~ability into ~~2022.~~meet Asthe aproduction ~~percentage~~needs of ~~revenues,~~contract ~~compensation~~manufacturing ~~expenses~~clients ~~decreased~~as ~~from~~well 39as the sales of our own products.~~51%~~ inThe ~~2021~~lack of adequate cash also caused us to ~~37.66%~~significantly inreduce ~~2022~~our advertising and marketing efforts to promote our products with online retailers.

Professional services. Our professional services expenses consist primarily of investor relations, consulting, advisory, legal and audit expenses incurred in connection with general operations. Our professional services expenses increased by $1,018,301, or 112.22% to $1,925,713 for the year ended December 31, 2022 from $907,412 for the year ended December 31, 2021. Such increase was primarily due to our initial public offering, or the IPO, in February 2022. As a percentage of revenues, professional services expenses increased from 10.06% in 2021 to 10.84% in 2022.

Depreciation and amortization. Depreciation and amortization was $2,145,441, or 12.08% of revenues, for the year ended December 31, 2022, as compared to $717,925, or 7.96% of revenues, for the year ended December 31, 2021. The increase in amortization is associated with the amortization of the intangible assets acquired in the various acquisitions.

~~Total~~Our ~~other~~nutraceutical ~~income~~business ~~(expense).~~generates Werevenue from ~~had~~the ~~$17,771,229~~sales inof ~~total~~nutritional ~~other~~and ~~expense,~~related ~~net,~~products. ~~for~~Revenues ~~the~~from ~~year~~our ~~ended~~nutraceutical ~~December~~business ~~31,~~(products) ~~2022,~~decreased asby ~~compared to total other expense~~$4, ~~net~~603,673, ofor 36.92%, to $27,~~524~~863,~~702~~ 977 for the year ended December 31, ~~2021.~~2023 ~~Total~~from ~~other expense~~$12, ~~net~~467,650 for the year ended December 31, 2022. ~~consisted~~This ofdecrease ~~interest~~was ~~expense of~~primarily ~~$15,917,788,~~due ~~related~~to ~~party~~our ~~consulting~~cash ~~fees~~constraints ofand ~~$1,471,199,~~our ~~IPO~~inability ~~expenses~~to ofpay ~~$702,394 and~~for ~~other~~raw ~~expense~~materials ofused ~~$8,900,~~in ~~offset~~the byproduction aof ~~gain~~both onbranded ~~debt~~and ~~extinguishment~~contract manufacturing ofproducts. ~~$329,052,~~The ~~while~~decreased ~~other~~revenues ~~expense,~~were ~~net, for~~ the ~~year~~result ~~ended~~of ~~December~~a ~~31,~~decrease ~~2021~~in ~~consisted~~the volume of ~~interest~~products ~~expense~~sold ofand ~~$2,511,920~~not ~~and~~due ~~other~~to ~~expense of~~pricing ~~$12,782~~changes.

~~Net~~Our ~~loss. As~~digital marketing business generates revenues when sales of listed products are sold by product vendors through our network as a result of the ~~cumulative~~ ~~effect~~marketing efforts of ~~the~~digital ~~factors~~marketers. Revenues ~~described~~from ~~above~~our digital marketing business (advertising), wewhich ~~had~~is aoperated ~~net~~by ~~loss~~Nexus, ofdecreased by $293,~~977~~073,~~815~~064, or 89.47%, to $361,815 for the year ended December 31, ~~2022,~~2023 asfrom ~~compared to~~ $73,~~765~~434,~~523~~879 for the year ended December 31, ~~2021,~~2022. anThe ~~increase~~decrease ofin ~~$22,212,292,~~revenue oris ~~286~~attributable to our cash constraints and the impact it had with our affiliate advertisers.~~04%.~~

Cost of revenues. Our total cost of revenues decreased by $5,676,324, or 52.50%, to $5,135,685 for the year ended December 31, 2023 from $10,812,009 for the year ended December 31, 2022. Such decrease is directly related to the decrease in revenues.

Cost of revenues for our nutraceutical business consist of ingredients, packaging materials, freight, and labor associated with the production of various products. Cost of revenues for our nutraceutical business (products) decreased by $3,396,179, or 41.16%, to $4,854,554 for the year ended December 31, 2023 from $8,250,733 for the year ended December 31, 2022. Such decrease was primarily due to the cash constraints described above. As a percentage of product revenues, cost of revenues for product sales decreased from 66.18% in 2022 to 61.73% in 2023 due to rising prices for raw materials and the utilization of existing inventory items.

Cost of revenues for our digital marketing business consist of commissions and bonuses paid to digital marketers. Cost of revenues from our digital marketing business (advertising) decreased by $2,280,145, or 89.02%, to $281,131 for the year ended December 31, 2023 from $2,561,276 for the year ended December 31, 2022. As a percentage of advertising revenues, cost of revenues for advertising sales was 77.70% for the year ended December 31, 2023 and 74.57% for the year ended December 31, 2022.

Gross profit. As a result of the foregoing, our gross profit decreased by $2,000,413 or 39.30%, to $3,090,107 for the year ended December 31, 2023 from $5,090,520 for the year ended December 31, 2022. As a percentage of revenues, our gross profit increased from 32.01% in 2022 to 37.57% in 2023.

General and administrative expenses. Our general and administrative expenses consist primarily of advertising expenses, bad debts, rent expense, insurance and other expenses incurred in connection with general operations. Our general and administrative expenses decreased by $1,079,723, or 20.23% to $4,258,202 for the year ended December 31, 2023 from $5,337,925 for the year ended December 31, 2022. Such decrease was primarily due to decreased rates for insurance, a significant reduction in advertising spending as discussed above. As a percentage of revenues, general and administrative expenses increased from 33.57% in 2022 to 51.77% in 2023.

Compensation. Our compensation expenses include both cash and non-cash items, including salaries plus related payroll taxes. Our compensation expenses decreased by $606,620, or 9.84% to $5,561,017 for the year ended December 31, 2023 from $6,167,637 for the year ended December 31, 2022. Such decrease was primarily due to the temporary closure of the production facilities during 2023 due to the cash constraints discussed above, offset by the increased stock based compensation recognized in 2023 of $797,535. As a percentage of revenues, compensation expenses increased from 38.78% in 2022 to 67.60% in 2023.

Professional services. Our professional services expenses consist primarily of investor relations, consulting, advisory, legal and audit expenses incurred in connection with general operations. Our professional services expenses increased by $98,207, or 4.54% to $2,263,405 for the year ended December 31, 2023 from $2,165,198 for the year ended December 31, 2022. Such increase was primarily due to advisor fees related to our compliance with Nasdaq. As a percentage of revenues, professional services expenses increased from 13.62% in 2022 to 27.52% in 2023.

Consulting fee related party. Consulting fees to related parties decreased by $1,424,513, or 96.83%, to $46,686 for the year ended December 31, 2023, from $1,471,199 for the year ended December 31, 2022. The decrease is associated with the decreased financing arrangements provided by the related party during 2023. As a percentage of revenues, consulting fees to related parties decreased from 9.25% in 2022 to 0.57% in 2023.

Impairment of intangible assets. We recognized an impairment of intangible assets of $5,843,501, or 71.04% of revenues, during 2023 related to the intangible assets associated with Nexus of $2,897,737, an impairment of the license agreement associated with GSP of $342,531, an impairment of the intangible assets of Ceautamed of $2,603,233. We did not recognize such an impairment during the year ended December 31, 2022.

Depreciation and amortization. Depreciation and amortization was $2,273,288, or 27.64% of revenues, for the year ended December 31, 2023, as compared to $1,899,542, or 11.94% of revenues, for the year ended December 31, 2022. The increase in amortization is associated with the amortization of the intangible assets acquired in the acquisition of Ceautamed.

Total other income (expense). We had $3,964,614 in total other expense, net, for the year ended December 31, 2023, as compared to total other expense, net, of $16,231,420 for the year ended December 31, 2022. Total other expense, net, for the year ended December 31, 2023 consisted of interest expense of $4,634,839, offset by other income of $400,397 and gain on debt extinguishment of $269,828. The other expense, net, for the year ended December 31, 2022 consisted of interest expense of $15,689,565, initial public offering expenses of $702,420, and other expense of $474, offset by a gain on debt extinguishment of $161,039.

Loss from discontinued operations. We incurred a loss on discontinued operations of $1,555,135 and $1,795,415 for the years ended December 31, 2023 and 2022, respectively. The decrease is attributable to the reduction of workforce and related compensation as production slowed.

Net loss. As a result of the cumulative effect of the factors described above, we had a net loss of $22,675,741 for the year ended December 31, 2023, as compared to $29,977,816 for the year ended December 31, 2022, a decrease of $7,302,075, or 24.36%.

Liquidity and Capital Resources

As of December 31, ~~2022~~2023, we had cash of $69188,~~714~~596. To date, we have financed our operations primarily through revenue generated from operations, bank borrowings and sales of our securities. Since our inception in 2017, we have experienced losses and as a result have continued to use cash in our operations. We have been dependent upon financing activities as we implement our acquisition strategy.

WeOur ~~believe~~consolidated ~~that~~financial ~~our~~statements ~~current~~have ~~levels~~been ~~of cash, along~~prepared ~~with~~assuming ~~the~~that ~~recent~~we ~~acquisition~~will ofcontinue ~~Ceautamed~~as ~~and~~a ~~with~~going ~~additional debt or equity issuances of approximately $12 million~~concern, ~~will~~which becontemplates ~~sufficient to meet our anticipated cash needs for our operations for at least~~ the ~~next~~realization 12of ~~months.~~assets ~~Additional funds will be required to execute our business plan~~ and ~~our~~liquidation ~~strategy~~ of ~~acquiring~~liabilities ~~additional~~in ~~companies. The funds required to execute this business plan will depend on~~ the ~~size,~~normal ~~capital~~course ~~structure and purchase price consideration that the seller~~ of ~~a target~~ business ~~deems acceptable in a given transaction~~. ~~The~~ ~~amount~~We ofhave suffered ~~funds~~recurring ~~needed~~losses tofrom ~~execute~~operations ~~our~~and ~~business~~have ~~plan~~a ~~also~~working ~~depends~~capital ondeficiency ~~what portion~~ of ~~the~~approximately $19.7 ~~purchase~~million ~~price~~and ofan aaccumulated ~~target~~deficit ~~business the seller~~ of ~~that~~$67.7 ~~business~~million. Additionally, iswe ~~willing~~had toa ~~take~~net inloss ~~the form~~ of ~~seller~~$22.7 ~~notes~~million, orand ~~our~~cash ~~equity~~used ~~or equity~~ in ~~one~~ operations of ~~our subsidiaries~~$5.8 Asmillion ~~noted~~for ~~elsewhere in~~the ~~this~~year ~~report,~~ended weDecember ~~intend~~31, on2023. ~~paying~~These noconditions ~~more~~raise ~~than~~substantial ~~60%~~doubt ~~cash~~about onour ~~any~~ability ~~acquisition~~to ~~that~~continue weas ~~execute with~~ a ~~target of 50%~~going concern. ~~Given~~The ~~these~~accompanying ~~factors, we~~consolidated ~~believe~~financial ~~that~~statements ~~the~~do ~~amount~~not ofinclude ~~outside~~any ~~additional~~adjustments ~~capital~~that ~~necessary~~might toresult ~~execute~~from ~~our business plan for~~ the ~~next~~outcome 12of ~~months ranges from $10~~this ~~million to $30 million~~uncertainty.

WeManagement ~~intend~~believes tothat ~~raise~~current ~~capital~~available ~~for~~resources ~~additional~~will ~~acquisitions~~not be sufficient ~~primarily~~to ~~through~~fund ~~debt~~our ~~financing~~planned atexpenditures ~~our~~over ~~operating~~the ~~company~~next ~~level,~~12 ~~additional~~months. ~~equity~~Management ~~offerings~~has byimplemented ~~the~~restructuring ~~Company~~activities, orincluding bystaff ~~undertaking~~ reductions, a ~~combination~~ subsequent event sale of ~~any~~BSNM, and a subsequent event sale of ~~the~~Ceautamed’s ~~above~~assets. ~~The~~Accordingly, ~~sale~~we will be dependent upon the raising of additional ~~equity~~capital ~~securities~~through ~~could~~placement ~~result~~of common stock and/or debt financing in ~~dilution~~order to implement our ~~stockholders~~business plan. If ~~The~~we ~~incurrence~~raise additional capital through the issuance of ~~indebtedness would~~equity ~~result~~securities inor ~~increased~~securities ~~debt~~convertible ~~service~~into ~~obligations~~equity, stockholders will experience dilution, and ~~could~~such ~~require~~securities usmay have rights, preferences, or privileges senior to ~~agree~~those of the holders of common stock or convertible senior notes. If we raise additional funds by issuing debt, we may be subject to ~~operating~~limitation ~~and~~on ~~financial~~its operations, through debt covenants or other restrictions. There is no assurance that ~~would~~we ~~restrict~~will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on our ~~operations~~financial condition. ~~Financing~~The ~~may~~accompanying consolidated financial statements do not beinclude ~~available~~any inadjustments to the amounts orand onclassifications ~~terms~~of ~~acceptable~~assets and liabilities that might be necessary should we be unable to ~~us,~~continue ifas ata ~~all~~going concern.

Summary of Cash Flow

The following table provides detailed information about our net cash flow for the years ended December 31, ~~2022~~2023 and ~~2021~~2022.

	Year Ended December 31,
	2022			2021
	2023			2022
Net cash used in operating activities	$	(95,~~377~~848,~~916~~553	)	$	(49,~~965~~685,~~458~~871	)
Net cash used in investing activities		(3,~~064,456~~450	)		(83,~~241~~029,~~383~~720	)
Net cash provided by financing activities		125,~~306~~969,~~993~~779			12,~~926~~588,~~986~~241
Net change in cash		~~(135~~117,~~379~~776	)		(~~279~~127,~~855~~350	)
Cash and cash equivalents at beginning of year		~~205~~70,~~093~~820			~~484~~198,~~948~~170
Cash and cash equivalents at end of year	$	69188,~~714~~596		$	~~205~~70,~~093~~820

Our net cash used in operating activities was $95,~~377~~848,~~916~~553 for the year ended December 31, ~~2022~~2023, as compared to $49,~~965~~685,~~458~~871 for the year ended December 31, ~~2021~~2022. For the year ended December 31, ~~2022~~2023, our net loss of $2922,~~977~~675,~~815~~741, offset by ~~interest~~impairment ~~expense~~of ~~associated~~intangibles ~~with future equity agreements~~ of $105,~~844~~843,~~960~~501, ~~debt~~depreciation ~~issuance~~and ~~cost~~amortization of $2,~~833~~273,~~080~~345, an increase in ~~accounts~~accrued ~~payable~~expenses of $2,~~463~~556,~~903~~332, ~~and~~amortization ~~depreciation~~of debt discount and ~~amortization~~debt issuance cost of $21,~~145~~266,~~441~~191, ~~were~~a decrease in inventory of $939,574, stock based compensation of $797,535, along with a decrease in the value of discontinued operation of $980,192, were the primary drivers for cash used in operations. For the year ended December 31, ~~2021~~2022, our net loss of $729,~~765~~977,~~523~~816, ~~and~~offset aby ~~decrease~~interest inexpense associated ~~inventory~~with future equity agreements of $~~842~~10,~~049~~844,743, ~~offset~~debt byissuance ~~an increase~~cost ~~in accrued expenses~~ of $12,~~012~~698,~~897~~080, depreciation and amortization ~~expense~~ of $~~717~~2,~~925~~ 111,346 and ~~debt~~an ~~issuances~~increase ~~costs~~in accounts payable of $~~621~~1,~~638~~973,391, were the primary drivers for cash used in operations.

37Our net cash used in investing activities was $3,450 for the year ended December 31, 2023, as compared to $3,029,720 for the year ended December 31, 2022. Net cash used in investing activities for the year ended December 31, 2023 consisted of cash paid for equipment used at BSNM, while the net cash used in investing activities for the year ended December 31, 2022 consisted of cash paid for the acquisition of Ceautamed of $3,000,000, and purchases of property and equipment of $29,720.

Our net cash ~~used~~provided inby ~~investing~~financing activities ~~was~~ was $35,~~064~~969,~~456~~779 for the year ended December 31, ~~2022~~2023, as compared to $812,~~241~~588,~~383~~241 for the year ended December 31, ~~2021~~2022. Net cash ~~used~~provided by infinancing ~~investing~~ activities for the year ended December 31, ~~2022~~2023 consisted of ~~cash~~proceeds ~~paid~~from ~~for~~warrant exercises of $7,269,531, proceeds from the ~~acquisition~~issuance of ~~Ceautamed~~notes payable of $32,~~000~~885,~~000~~ 527, proceeds from the issuance of common stock in a private placement of $2,151,310 and ~~purchase~~receipts from related parties of ~~equipment~~$888,130, offset by repayments of notes payable of $645,~~456~~873,881, ~~while~~repayments ~~the~~to ~~net~~related parties of $1,220,274, and repayments on notes payable of discontinued operations of $130,564. Net cash ~~used~~provided inby ~~investing~~financing activities for the year ended December 31, ~~2021~~2022 consisted of ~~cash~~proceeds ~~paid~~from ~~for~~our ~~the~~initial ~~acquisition~~public offering of ~~DSO~~$12,812,008, proceeds from convertible notes and notes payable of $69,~~000~~797,~~000,~~275 and ~~cash~~proceeds ~~paid~~from ~~for~~a ~~the~~private ~~acquisition~~placement of ~~Nexus~~common stock of $2909,~~100~~873,~~000~~ offset by repayments on convertible notes and ~~purchases~~ ofnotes ~~property~~payable of $10,621,431, and ~~equipment~~repayments on notes payable of discontinued operation of $~~141~~309,~~383~~484.

Our net cash provided by financing activities was $12,306,993 for the year ended December 31, 2022, as compared to $12,926,986 for the year ended December 31, 2021. Net cash provided by financing activities for the year ended December 31, 2022 consisted of proceeds from the IPO of $12,684,739, proceeds from convertible notes and notes payable of $9,797,275 and proceeds from a private placement of common stock of $910,001, offset by repayments on convertible notes and notes payable of $10,888,609 and payments to related parties of $196,413, while net cash provided by financing activities for the year ended December 31, 2021 consisted of proceeds from the issuance of note payables of $7,418,969, net proceeds of $7,080,000 from the private placement of preferred stock and receipts from related parties of $1,367,400, offset by repayments on convertible notes and notes payable of $1,851,860 and repayments to related parties of $1,087,523.

Private Placement of Common Stock and Prefunded Warrants

On December 8, 2022, we entered into a securities purchase agreement with certain accredited investors, pursuant to which we issued to the investors an aggregate of 1,282,896 shares of common stock and prefunded warrants to purchase an aggregate of 1,574,248 shares of common stock for an aggregate purchase price of $1,000,000, or $0.35 per underlying share.

The investors were previously issued 12% unsecured subordinated convertible debentures in the aggregate principal amount of $2,250,000, which were convertible into shares of common stock at a conversion price of $1.00 per share. In connection with the securities purchase agreement, the investors agreed to convert all outstanding principal and interest on the debentures, in the amount of $2,542,500, into an aggregate of 2,542,501 shares of common stock in accordance with the terms of the debentures. In consideration for, and as inducement for, the conversion of the debentures as aforesaid, we also issued to the investors debenture prefunded warrants to purchase an aggregate of 4,721,787 shares of common stock.

The investors were also previously issued warrants for the purchase of an aggregate of 11,999,404 shares of common stock at an exercise price of $6.25, which contain a full ratchet anti-dilution adjustment provision. As a result of the issuance of shares at $0.35 per share, the exercise price of these warrants was reduced to $0.35 per share and the number of shares underlying the warrants was increased to 214,275,076 shares in accordance with the terms of the warrants. Pursuant to the securities purchase agreement, the investors then agreed to amend and restate the terms of the warrants to, among other things, remove full ratchet anti-dilution adjustment provision.

Dawson James Securities, Inc. acted as placement agent in connection with the private placement described above and received a cash commission of $90,000 and warrants for the purchase of 228,572 shares of common at an exercise price of $0.35.

Initial Public Offering

On February 16, 2022, we entered into an underwriting agreement with Dawson James Securities, Inc., as representative of the several underwriters named on Schedule I thereto, relating to our initial ~~IPO~~public offering of units, each unit consisting of one share of common stock, a series A warrant to purchase one share of ~~common~~ common stock and a series B warrant to purchase one share of common stock. Pursuant to the underwriting agreement, we agreed to sell ~~1,440,000~~ ~~units~~457 units to the underwriters, at a purchase price per unit of $928,665.1000 (the offering price to the public of $1031,500.00 per unit minus the underwriters’ discount), and also agreed to grant to the underwriters a 45-day option to purchase up to ~~216,000~~69 additional shares of common stock, up to 69 ~~216,000~~ additional series A warrants, and/or up to ~~216,000~~69 additional series B warrants, in any combination thereof, at a purchase price to the public of $931,437.9800 per share and $031.0150 per warrant, less underwriting discounts and commissions, solely to cover over-allotments, if any.

On February 18, 2022, the closing of our ~~IPO~~initial public offering was completed. At the closing, the underwriters partially exercised the option and purchased ~~206,390~~66 series A warrants and 66 ~~206,390~~ series B warrants. Therefore, we sold ~~1,440,000~~457 shares of common stock, ~~1,646,390~~523 series A warrants and ~~1,646,390~~523 series B warrants for total gross proceeds of $14,404,128. After deducting the underwriting commission and expenses, we received net proceeds of approximately $12,684,739. We used to the proceeds of the offering to pay off certain debt and ~~plan~~used ~~to use~~ the remaining net proceeds for working capital and general corporate purposes.

38The series A warrants are exercisable until the fifth anniversary of the issuance date at an exercise price equal to $22,050.00 per share and may be exercised on a cashless basis if the issuance of common stock upon exercise of the warrants is not covered by an effective registration statement.

The series AB warrants are exercisable until the fifth anniversary of the issuance date at an exercise price equal to $731,500.00 per share and may be exercised on a cashless basis, ~~if the~~whereby ~~issuance~~the ofholder ~~common~~will ~~stock~~receive ~~upon~~one ~~exercise~~share of ~~the~~common ~~warrants~~stock isfor ~~not~~each ~~covered~~series byB anwarrant ~~effective registration statement~~exercised. ~~The~~As ~~exercise price and number~~ of ~~shares~~December of31, ~~common~~2023, ~~stock~~457 ~~issuable upon exercise~~ of the series AB warrants were ~~may~~exercised beon ~~adjusted~~a incashless ~~certain~~basis ~~circumstances,~~and ~~including in~~we ~~the~~issued ~~event~~457 shares of acommon stock ~~dividend,~~upon ~~extraordinary~~such ~~dividend on or recapitalization, reorganization, merger, or consolidation~~exercise.

The series B warrants are exercisable until the fifth anniversary of the issuance date at an exercise price equal to $10.00 per share and may be exercised on a cashless basis, whereby the holder will receive one share of common stock for each series B warrant exercised. As of December 31, 2022, 1,439,230 of the series B warrants were exercised on a cashless basis and we issued 1,439,230 shares of common stock upon such exercise.

Private Placement of Series A Convertible Preferred Stock

On July 1, 2021, we completed a private placement in which we sold an aggregate of 6,000 shares of series A convertible preferred stock and warrants for the purchase of an aggregate of 8,999,552 shares of common stock to certain investors for gross proceeds of $6,000,000. On August 18, 2021, we completed an additional closing of this private placement in which we sold 2,000 shares of series A convertible preferred stock and warrants for the purchase of 2,999,852 shares of common stock for gross proceeds of $2,000,000.

During the first quarter of 2022, the holders converted an aggregate of 7,000 shares of series A convertible preferred stock into 10,499,469 shares of common stock.

Outstanding Debt

Original Issue Discount Subordinated Debentures

In June 2022, we commenced an offering of original issue discount subordinated debentures. As of December 31, 2022, we have completed four closings of this offering and issued debentures in the aggregate principal amount of $3,911,770. The debentures contain an original issue discount of 15%, or an aggregate original issue discount of $586,770. As a result, the total purchase price was $3,325,000. The debentures bear interest at a rate of 17.5% per annum. The outstanding principal amount and all accrued interest is due and payable on the earlier of (i) the completion of our next equity financing in which we receive gross proceeds in excess of $20 million, (ii) twenty-four months after the date of issuance or (iii) within 30 days after election of repayment from the holder so long as the election is after the 6-month anniversary of the debenture. We may voluntarily prepay the debentures in whole or in part without premium or penalty. The debentures contain customary events of default for a loan of this type. The debentures are unsecured and are subordinated in right of payment to the prior payment in full of all senior indebtedness and are pari passu in right of payment to any other unsecured indebtedness incurred by us in favor of any third party. As of December 31, 2022, the outstanding principal balance of the debentures was $3,911,770 and debt issuance cost was $459,075.

Original Issue Discount Secured Subordinated Note

On July 29, 2022, we entered into a securities purchase agreement with an accredited investor, pursuant to which we sold an original issue discount secured subordinated note in the principal amount of $2,272,727 to such investor. The note contains an original issue discount of 12%, or an original issue discount of $272,727. As a result, the total purchase price was $2,000,000, the proceeds of which were used to fund the acquisition of Ceautamed. The note shall bear interest at the rate of 16% per annum and matures on July 29, 2027. The outstanding principal and all accrued interest shall be amortized on a 60-month straight-line basis and payable in accordance with the amortization schedule set forth on Exhibit A to the note. We may prepay the principal and all accrued and unpaid interest on the note without penalty, in whole or in part; provided however, in no event before January 15, 2023, unless with the explicit prior written approval of the holder. The note contains customary events of default for a loan of this type. The note is guaranteed by BSNM, DSO, Nexus, GSP and Ceautamed and is secured by a security interest in all of the assets of our company and such guarantors; provided that such security interest is subordinate to the rights of the lenders under any senior indebtedness (as defined in the note). As of December 31, 2022, the outstanding principal balance of the note was $2,242,853 and debt issuance cost was $250,025.

Acquisition Notes

On July 1, 2021, we issued a 6% secured subordinated promissory note in the principal amount of $3,000,000 to Sasson E. Moulavi in connection with the acquisition of DSO. This note accrues interest at 6% per annum with the outstanding principal and interest amortized on a straight-line basis and payable quarterly in accordance with the amortization schedule attached to the note, with all amounts due and payable on July 1, 2024. On November 29, 2022, we entered into a letter agreement with Sasson E. Moulavi to amend the terms of the note. Pursuant to the letter agreement, the parties agreed to amend and restate the note to amend the amortization schedule attached thereto, with the first payment deferred until February 15, 2023 and all amounts due and payable on August 15, 2024. In exchange for the agreement of Dr. Moulavi to enter into the letter agreement, we agreed to (i) issue to Dr. Moulavi 100,000 shares of common stock under our 2022 Equity Incentive Plan and (ii) pay to Dr. Moulavi a fee of $50,000 in cash, which shall be paid upon completion of our anticipated debt financing. We may prepay all or any portion of this note any time prior to maturity without premium or penalty. This note contains customary covenants and events of default for a loan of this type, including if a default occurs under any senior secured indebtedness to banks and other financial institutions or private equity funds, and is secured by a security interest in all of the assets of DSO; provided that such security interest is subordinate to the rights of the lenders under any such senior secured indebtedness. As of December 31, 2022, the outstanding principal balance of this note was $3,050,000.

OnPrivate ~~November~~Placement ~~8, 2021, we issued a 5% secured subordinated promissory note in the principal amount~~ of ~~$1,900,000~~Common toStock ~~Justin Francisco~~ and ~~Steven Rubert in connection with the acquisition of Nexus.~~Prefunded ~~This~~Warrants note accrues interest at 5% per annum and the outstanding principal and interest will be amortized on a straight-line basis and are payable quarterly in accordance with the amortization schedule attached to the note, with all amounts due and payable on November 8, 2024. We may prepay all or any portion of this note any time prior to maturity without premium or penalty. The note contains customary covenants and events of default for a loan of this type, including if a default occurs under any senior secured indebtedness to banks and other financial institutions or private equity funds, and is secured by a security interest in all of our assets; provided that such security interest is subordinate to the rights of the lenders under any such senior secured indebtedness. As of December 31, 2022, the outstanding principal balance of this note was $1,900,000.

On ~~July~~December 298, 2022, we ~~issued~~entered ~~secured~~into ~~subordinated~~a securities ~~convertible~~purchase ~~promissory~~agreement ~~notes~~with incertain ~~the~~accredited ~~aggregate~~investors, ~~principal~~pursuant ~~amount~~to ofwhich ~~$2,150,000~~we inissued ~~connection~~to ~~with~~ the ~~acquisition~~investors ofan ~~Ceautamed.~~aggregate ~~The~~of ~~notes shall~~407 ~~bear~~shares ~~interest at the rate~~ of 5%common stock ~~per annum with all principal~~ and ~~accrued~~prefunded ~~interest~~warrants ~~being~~to ~~due~~purchase ~~and payable in one lump sum on July 29, 2025; provided that upon~~ an ~~event~~aggregate of ~~default~~500 ~~(as~~shares ~~defined in the notes), such interest rate shall increase to 10%. The notes are convertible at the option~~ of ~~the holder into~~ common stock atfor ~~a conversion price of $6.25; provided that the holder may not elect to convert a portion of the outstanding principal in~~ an ~~amount~~aggregate ~~less~~purchase ~~than~~price ~~the lesser~~ of $~~200~~1,000,000, or ~~the remaining outstanding principal. The notes contain~~ ~~customary covenants and events of default for loans of this type~~$1, ~~including upon any default under the senior indebtedness (as defined in the notes)~~102.50 ~~The~~per ~~notes~~underlying are guaranteed by Ceautamed and its subsidiaries and are secured by a security interest in all of the assets of such guarantors; provided that such security interest is subordinate to the rights of the lenders under any such senior indebtednessshare. ~~As of December 31, 2022, the outstanding principal balance of these notes was $2,150,000.~~

OnThe ~~July~~investors ~~29,~~were ~~2022,~~also wepreviously issued ~~secured subordinated~~warrants ~~promissory~~for ~~notes in~~ the ~~aggregate~~purchase ~~principal~~of ~~amount~~an aggregate of $23,~~150,000~~908 inshares ~~connection with the acquisition~~ of ~~Ceautamed.~~common ~~The~~stock ~~notes shall bear interest~~ at ~~the rate of 5% per annum and mature on July 29, 2025; provided that upon~~ an ~~event~~exercise price of ~~default (as defined in the notes)~~$19, ~~such interest rate shall increase to 10%~~687.50, ~~The~~which ~~outstanding~~contain ~~principal~~a ~~and~~full ~~all~~ratchet ~~accrued interest shall be amortized on a five~~anti-~~year straight-line~~dilution ~~basis~~adjustment ~~and~~provision. ~~payable~~As ina ~~accordance~~result ~~with~~of the ~~amortization~~issuance ~~schedule set forth on Exhibit A to the notes. We may redeem all or any portion~~ of ~~the~~shares ~~notes~~ at ~~any time without premium or penalty~~$1,102.50 ~~The~~per ~~notes~~share, ~~contain~~the ~~customary~~exercise ~~covenants~~price ~~and events~~ of ~~default~~these ~~for~~warrants ~~loans~~was ofreduced ~~this type,~~to ~~including~~$1,102.50 ~~upon~~per ~~any~~share ~~default~~and ~~under~~ the ~~senior~~number ~~indebtedness~~of ~~(as~~shares ~~defined~~underlying in the ~~notes).~~warrants ~~The~~was ~~notes~~increased ~~are~~to ~~guaranteed~~68,024 byshares ~~Ceautamed and its subsidiaries and are secured by a security interest~~ in ~~all~~accordance ofwith the ~~assets~~terms of ~~such~~the warrants. ~~guarantors;~~Pursuant ~~provided~~to ~~that~~the ~~such~~securities ~~security~~purchase ~~interest~~agreement, ~~is subordinate to~~ the ~~rights~~investors ofthen ~~the~~agreed ~~lenders~~to ~~under~~amend ~~any~~and ~~such~~restate ~~senior~~the ~~indebtedness.~~terms As of ~~December~~the ~~31,~~warrants ~~2022~~to, among ~~the~~other ~~outstanding~~things, ~~principal~~remove ~~balance~~full ofratchet ~~these~~anti-dilution ~~notes was~~adjustment ~~$2,150,000~~provision.

OnDawson ~~July~~James 29Securities, ~~2022,~~Inc. weacted ~~issued~~as ~~secured subordinated~~placement ~~promissory~~agent ~~notes~~ in ~~the aggregate principal amount of $1,300,000 in~~ connection with the ~~acquisition~~private ofplacement ~~Ceautamed.~~described ~~The~~above ~~notes bore interest at the rate of 5% per annum with all principal~~ and ~~accrued~~received interest being due and payable in one lump sum ninety (90) days from the date of the note; provided that upon an event of default (as defined in the notes), such interest rate shall increase to 10%. On November 28, 2022, we entered into letter agreements with the holders of most of the notes to amend the terms of these notes. Pursuant to letter agreements, the parties agreed to extend the maturity date to June 1, 2023 and agreed to a ~~seven~~cash ~~month~~commission ~~payment schedule, with the first payment due December 1, 2022. The parties also agreed to increase the default interest rate from 10% to 15%. We also agreed that if an event~~ of default (as defined in the notes) has occurred and is continuing, then we shall not create any senior indebtedness (as defined in the notes) without the consent of the holders of a majority of the principal amount of the notes. In exchange for the agreement of the holders to enter into the letter agreements, we agreed to pay certain amendment fees as more particularly described in the letter agreements. We are in the process of negotiating a similar extension of one remining note in the principal amount of $~~100~~90,000. ~~We may redeem all or any portion of the notes at any time without premium or penalty. The notes contain customary covenants~~ and ~~events~~warrants ~~of default~~ for ~~loans of this type, including upon any default under~~ the ~~senior indebtedness (as defined in the notes). The notes are guaranteed~~purchase ~~by Ceautamed and its subsidiaries and are secured by a security interest in all~~ of ~~the~~73 ~~assets~~shares of ~~such~~common ~~guarantors;~~at ~~provided~~an ~~that~~exercise ~~such security~~price ~~interest is subordinate to the rights~~ of ~~the lenders under any such senior indebtedness. As of December 31, 2022, the outstanding principal balance of these notes was~~ $1,~~100,000~~102.50.

Registered Direct Offering and Related Private Placement

On May 2, 2023, we entered into a securities purchase agreement with an institutional investor, pursuant to which we agreed to issue and sell, in a registered direct offering, 1,502 shares of common stock and a pre-funded warrant to purchase up to 2,952 shares of common stock at an exercise price of $0.0063, at an offering price per share and pre-funded warrant of $201.915 and $201.9087, respectively. In addition, under the securities purchase agreement, we agreed to issue to the investor a warrant to purchase up to 4,454 shares of common stock at an exercise price of $194.04 per share in a concurrent private placement.

On May 5, 2023, the offering was completed. At closing, the investor exercised the pre-funded warrant in full. Accordingly, we issued to the investor 4,454 shares of common stock and a warrant to purchase up to 4,454 shares of common stock at an exercise price of $194.04 per share for total gross proceeds of $899,326 and net proceeds of $776,933.

H.C. Wainwright & Co., LLC, or the Placement Agent, acted as the exclusive placement agent in connection with this offering and received a cash fee equal to 7.5% of the gross proceeds of the offering and a management fee equal to 1% of the gross proceeds of the offering. We also agreed to reimburse the Placement Agent $30,000 for fees and expenses of its legal counsel and other out-of-pocket expenses and $15,950 for certain closing costs. In addition to the cash fees, we issued to the Placement Agent warrants to purchase up to 334 shares of common stock at an exercise price of $252.39375 per share (or 125% of the offering price).

Second Registered Direct Offering and Related Private Placement

On May 17, 2023, we entered into a securities purchase agreement with an institutional investor, pursuant to which we agreed to issue and sell, in a registered direct offering 3,270 shares of common stock and a pre-funded warrant to purchase up to 6,014 shares of common stock at an exercise price of $0.0063, at an offering price per share and pre-funded warrant of $170.73 and $170.7237, respectively. In addition, under the securities purchase agreement, we agreed to issue to the investor a warrant to purchase up to 9,284 shares of common stock at an exercise price of $163.17 per share in a concurrent private placement.

On May 19, 2023, the offering was completed. At closing, the investor exercised the pre-funded warrant in full. Accordingly, we issued to the investor 9,284 shares of common stock and a warrant to purchase up to 9,284 shares of common stock at an exercise price of $163.17 per share for total gross proceeds of $1,585,057 and net proceeds of $1,374,367.

The Placement Agent acted as the exclusive placement agent in connection with this offering and received a cash fee equal to 7.5% of the gross proceeds of the offering and a management fee equal to 1% of the gross proceeds of the offering. We also agreed to reimburse the Placement Agent $60,000 for fees and expenses of its legal counsel and other out-of-pocket expenses and $15,950 for certain closing costs. In addition to the cash fees, we issued to the Placement Agent warrants to purchase up to 697 shares of common stock at an exercise price of $213.4125 per share (or 125% of the offering price).

~~Promissory~~Outstanding ~~Notes~~Debt

OnWe ~~July~~have 1,historically ~~2021,~~funded weour ~~entered~~acquisitions ~~into~~and ~~a loan agreement~~operations ~~with~~through ~~Diamond~~debt ~~Creek~~agreements. ~~Capital,~~We ~~LLC~~have ~~for~~outstanding adebt ~~term loan in the principal amount~~ of ~~up to~~ $312,~~000~~364,~~000.~~800 ~~The loan bears interest~~ at aDecember ~~rate~~31, of2023, ~~15.0% per~~with ~~annum~~$10,616,114 ~~provided~~of ~~that~~principal ~~upon~~payments andue ~~event~~within the ofnext ~~default,~~12 ~~such~~months. ~~rate~~We ~~shall~~have ~~increase~~not bygenerated ~~5%.~~cash ~~The~~flow ~~loan~~from ~~was~~operations ~~due~~ and ~~payable on~~ the ~~earlier~~repayment of ~~July 1,~~debt ~~2022~~is ordependent ~~upon~~on ~~completion~~raising ofnew ~~the~~equity ~~initial~~transactions and ~~public~~new ~~offering~~debt financings. WeBetween ~~repaid~~January $1,~~325,000~~ of2024 ~~the~~and ~~principal~~September ~~balance~~20, ~~and $27~~2024,~~604~~ ofwe ~~the~~have ~~interest from~~converted ~~the~~$12,901,227 ~~proceeds~~ of the ~~initial~~debt ~~public~~into ~~offering~~equity instruments. There Inis ~~connection~~no ~~with~~assurance ~~such repayment, the lender agreed~~ that ~~the~~we ~~remaining~~will ~~loan~~be issuccessful ~~due and~~with ~~payable~~future ~~on July 1~~financings, ~~2023. The loan is secured by all of our assets~~ and ~~contains~~the ~~customary~~inability ~~events~~to ofsecure ~~default.~~financings Asmay ofhave ~~December~~a ~~31,~~material ~~2022,~~adverse ~~the~~effect ~~outstanding~~on ~~principal~~our ~~balance~~financial ~~of this note was $1,125,000~~condition.

~~Since~~The ~~inception,~~following weis ~~have~~a ~~issued other promissory notes to various lenders. These notes accrued interest at rates between 12~~roll-~~17%.~~forward ~~These notes were unsecured and contain customary events~~ of ~~default. As of December 31, 2021,~~ the ~~outstanding~~debt ~~principal balance of these notes was $5,993,720. These notes were repaid in full~~balances ~~upon~~for ~~closing of~~ the ~~initial~~year ~~public~~ended ~~offering in February 2022, with the exception of a note which has an outstanding balance of $200,000 at~~ December 31, ~~2022. This note accrues interest at 12% and is due and payable on April 1,~~ 2023.:

On November 2, 2022, we issued a promissory note in the principal amount of $50,000. This note bears interest at a rate of 12% and is due on demand. At December 31, 2022, the outstanding amount was $20,000.

Balance at December 31, 2022	$	19,835,728
Proceeds from new debt issued in 2023		2,885,527
Repayment of principal during 2023		(5,873,881	)
Amortization of debt discounts		1,266,191
Non-cash debt issued		295,462
Stock issued for conversion of principal of debt		(6,264,000	)
Net cash advance activity		154,689
Gain on extinguishment of debt in 2023		(243,395	)
Conversion of interest to debt		334,950
Conversion of principal to accrued expenses		(26,471	)
Balance at December 31, 2023	$	12,364,800

OnPlease ~~December~~see 6,Note ~~2022,~~10 weto ~~issued~~our aaudited ~~promissory note~~consolidated infinancial ~~the~~statements ~~principal~~beginning ~~amount~~on ofpage ~~$30,000.~~F-1 ~~This~~of ~~note~~this ~~bears~~annual ~~interest~~report atfor a ~~rate~~complete description of ~~12%~~the ~~and~~terms isof ~~due~~our ~~on demand. At December 31, 2022, the~~ outstanding ~~amount~~ ~~was $30,000~~debt.

On December 21, 2022, we issued a promissory note in the principal amount of $100,000. This note bears interest at a rate of 12% and is due on demand. At December 31, 2022, the outstanding amount was $100,000.

Cash Advances

In June 2022, we entered into a cash advance agreement for $341,150 with a required repayment amount of $490,000, which requires weekly payments of approximately $19,738. At December 31, 2022, the outstanding amount was $67,624.

In July 2022, we entered into a cash advance agreement for $650,000 with a required repayment amount of $897,750, which requires weekly payments of approximately $40,806. At December 31, 2022, the outstanding amount was $474,690.

In August 2022, we entered into a cash advance agreement for $100,000 with a required repayment amount of $146,260, which requires weekly payments of approximately $6,200. At December 31, 2022, the outstanding amount was $35,460.

In September 2022, we entered into a cash advance agreement for $243,750 with a required repayment amount of $372,500, which requires weekly payments of approximately $15,000. At December 31, 2022, the outstanding amount was $272,500.

In October 2022, we entered into cash advance agreements for $250,000 with a required repayment amount of $303,000. At December 31, 2022, the outstanding amount was $258,000.

In November 2022, we entered into cash advance agreements for $592,236 with a required repayment amount of $994,460, which requires weekly payments of approximately $52,422. At December 31, 2022, the outstanding amount was $608,122.

In November 2022, we entered into a cash advance agreement for $379,585 which included $110,986 in cash and a refinance of a prior advance of $283,264, with a required repayment amount of $622,085, which requires weekly payments of approximately $34,560. At December 31, 2022, the outstanding amount was $312,991.

In December 2022, we entered into cash advance agreements for $293,000 with a required repayment amount of $439,207, which requires weekly payments of approximately $39,905. At December 31, 2022, the outstanding amount was $323,853.

Revolving Lines of Credit

In 2021, DSO entered into two revolving lines of credit with a bank, which permitted borrowings up to $1,176,000, and bears interest at 8.99% and 7.99%. As of December 31, 2022, the outstanding principal balance of this lines of credit was $670,096.

In August 2022, Ceautamed entered into a revolving line of credit with a bank, which permitted borrowing up to $60,000, and bears interest at 45.09%. As of December 31, 2022, the outstanding principal balance of this line of credit was $45,703.

In September 2022, DSO entered into a revolving line of credit with a bank, which permitted borrowings up to $70,000, and bears interest at 9.49%. As of December 31, 2022, the outstanding principal balance of this lines of credit was $59,253.

Equipment Financing Loan

In May 2022, we entered into an equipment financing loan for $146,765 used for the purchase of equipment within BSNM’s operations. The loan bears interest at 10.18% and matures on April 1, 2027. At December 31, 2022, the outstanding amount was $133,211.

In August 2022, we entered into an equipment financing loan for $35,050 used for the purchase of equipment within BSNM’s operations. The loan bears interest at 10.18% and matures on August 1, 2027. At December 31, 2022, the outstanding amount was $33,433.

In July 2022, we entered into an equipment financing loan for $8,463 used for the purchase of equipment within Ceautamed’s operations. At December 31, 2022, the outstanding amount was $7,181.

EIDL Loan

In June 2020, pursuant to the economic injury disaster loan, or EIDL, program under the under the provisions of the Coronavirus Aid, Relief and Economic Security Act, or the CARES Act, we entered into a promissory note with the U.S. Small Business Administration, or the SBA, with a principal amount of $300,000. This loan matures in 30 years and bears interest at a rate of 3.75%. The loan is secured by all of our assets. As of December 31, 2022, the outstanding principal balance of this loan was $300,000.

PPP Loans

In February 2021, we received an additional $261,164 in PPP loans under the CARES Act. This loan bears interest at a rate of 1% per annum and matures in April 2025. In June 2022, $63,707 was forgiven under the provision of the CARES Act. As of December 31, 2022, the outstanding balance of this loan was $197,457.

Contractual Obligations

Our principal commitments consist mostly of obligations under the loans described above, the operating leases described under Item 2 “Properties” and pricing/margin structures for products established with our clients. We do not have any purchase obligations with any suppliers.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

The following discussion relates to critical accounting policies for our company. The preparation of financial statements in conformity with United States generally accepted accounting principles, or GAAP, requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements:

Revenue Recognition. We evaluate and recognize revenue by: identifying the contract(s) with the customer; identifying the performance obligations in the contract; determining the transaction price; allocating the transaction price to performance obligations in the contract; and recognizing revenue as each performance obligation is satisfied through the transfer of a promised good or service to a customer (i.e., “transfer of control”).

~~Products (BSNM, DSO, GSP and Ceautamed)~~41

WeProducts ~~primarily~~(DSO, ~~generate~~GSP ~~product revenues by manufacturing~~ and packaging of nutraceutical products as a contract manufacturer for our customers. The majority of our revenue is recognized when we satisfy a single performance obligation by transferring control of products to a customer. Control is generally transferred when our products are either shipped or delivered based on the terms contained within the underlying contracts or agreements. Our general payment terms are short-term in duration. We do not have significant financing components or payment terms. We did not have any material unsatisfied performance obligations at December 31, 2022 or 2021.Ceautamed)

We primarily generate product revenues by manufacturing and packaging nutraceutical products as a contract manufacturer for our customers. The majority of our revenue is recognized when we satisfy a single performance obligation by transferring control of products to a customer. Control is generally transferred when our products are either shipped or delivered based on the terms contained within the underlying contracts or agreements. Our general payment terms are short-term in duration. We do not have significant financing components or payment terms. We did not have any material unsatisfied performance obligations at December 31, 2023 or 2022.

Distribution expenses to transport our products, where applicable, and warehousing expense after manufacture are accounted for within operating expenses.

Advertising/Marketing (Nexus)

Nexus generates advertising revenues when sales of listed products are sold by product vendors through its network as a result of the marketing efforts of digital marketers. The products on the network come from several different customers, which pay Nexus a specific amount per sale, the amount of which is dictated by the customer. The revenue is recognized upon the sale of a product by the customer, net of fraudulent traffic or disputed transactions. A portion of the specific amount received by Nexus for that sale is paid out to the digital marketer as a commission, which is recorded in cost of sales. To illustrate the revenue process, a digital marketer logs onto the platform and selects an offer to promote for the day. The platform generates a unique link which the digital marketer distributes either via email or a banner ad. As the link is distributed to the consumer via the marketing efforts of the digital marketer, the consumer visits that link to make a purchase from the customer’s website, and when such purchase is complete, revenue is recognized by Nexus and the sale is credited to the digital marketer’s Nexus account. The benefit to the digital marketer operating on Nexus’ network is that the digital marketer receives a commission without the possibility of a claw back or refund. The customer benefits through increased sales of its products as a result of the marketing efforts of the digital marketers. Nexus’ platform acts as the transaction ledger, keeping track of clicks, sales and commissions.

Nexus’ general payment terms are short-term in duration. Insertion orders are utilized between Nexus and the customer for each campaign related to a particular product being marketed. The insertion order remains in effect until the customer or Nexus terminates the order, and either party may terminate the order at any time upon 14 days’ written notice. The customer is billed weekly for the sales digital marketers have generated for the week. Nexus does not have significant financing components or payment terms. Nexus did not have any material unsatisfied performance obligations at December 31, ~~2022~~2023 or ~~2021~~2022.

Inventory, net. Inventory consists of raw materials, packaging materials, and finished goods and is valued at the lower of cost (first-in, first-out) (or replacement cost or net realizable value). An allowance for inventory obsolescence is provided for slow moving or obsolete inventory to write down historical cost to net realizable value. We primarily perform manufacturing for functional foods and nutraceuticals in the form of bars, cookies, powders, tablets and capsules. The allowance for obsolescence is an estimate established through charges to cost of goods sold. Management’s judgment in determining the adequacy of the allowance is based upon several factors which include, but are not limited to, analysis of slow-moving inventory, analysis of the selling price of inventory, the predetermined shelf life of the product, and management’s judgment with respect to current economic conditions. Given the nature of the inventory, it is reasonably possible our estimate of the allowance for obsolescence will change in the near term.

Property and Equipment. Property and equipment are recorded at cost. Expenditures for major betterments and additions are charged to the asset accounts, while replacements, maintenance and repairs which do not improve or extend the lives of the respective assets are charged to expense as incurred. We provide for depreciation and amortization over the estimated useful lives of various assets using the straight-line method ranging from 3-15 years.

43Intangible Assets. In accordance with ASC Topic 360, Intangibles and Other, we review intangible assets for impairment. In connection with any such review, if the recorded value of intangible assets is greater than its fair value, they are written down and charged to results of operations. Intangible assets (excluding goodwill) are assessed at each reporting date for indications that an asset may be impaired. If any such indication exists, we make an estimate of the asset’s recoverable amount. The asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or a group of assets exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or the group of assets. Intangible assets consist of customer relationships, tradename, developed technology, patents, software platform, supplier contracts, non-compete agreements, license agreements, and intellectual property acquired in the acquisitions of DSO, Nexus, GSP and Ceautamed. We amortize intangible assets with finite lives on a straight-line basis over their estimated useful lives which ranges from 3 to 15 years.

Intangible Assets. In accordance with ASC Topic 350, Intangibles—Goodwill and Other, we review intangible assets at least annually for impairment. In connection with any such review, if the recorded value of intangible assets is greater than its fair value, they are written down and charged to results of operations. Intangible assets (excluding goodwill) are assessed at each reporting date for indications that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, we make an estimate of the asset’s recoverable amount. The asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or a group of assets exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or the group of assets. Intangible assets and goodwill consist of customer relationships, non-compete agreements, license agreements, goodwill, and intellectual property acquired in the acquisitions of BSNM, DSO, Nexus, GSP and Ceautamed. We amortize intangible assets with finite lives on a straight-line basis over their estimated useful lives which ranges from 3 to 15 years.42

Goodwill. We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination. We evaluate our reporting units on an annual basis and, if necessary, reassign goodwill using a relative fair value allocation approach. Goodwill is tested for ~~impairment~~ impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. In accordance with ASC Topic 350, Intangibles—Goodwill and Other, we review intangible assets at least annually for impairment. In connection with any such review, if the recorded value of intangible assets is greater than its fair value, they are written down and charged to results of operations. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The fair value of each reporting unit is estimated primarily through the use of a discounted cash flow methodology. This analysis requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur, and determination of our weighted average cost of capital. The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for each reporting unit. In connection with the acquisition of DSO on July 1, 2021, we recognized goodwill which had a balance of $1,342,000 as of December 31, ~~2022~~2023. In connection with the acquisition of Nexus on November 8, 2021, we recognized goodwill which had a balance of $1,703,000 as of December 31, 2023. In connection with the acquisition of Ceautamed on July 29, 2022, we recognized goodwill which had a balance of $0 as of December 31, 2023

Long-Lived Assets. We assess potential impairments to long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. An impairment loss is recognized when the undiscounted cash flows expected to be generated by an asset (or group of assets) is less than its carrying amount. Any required impairment loss is measured as the amount by which the asset’s carrying value exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to operating results. We ~~had~~recognized noan impairment of ~~long-lived~~the intangible assets atassociated with Nexus during the year ended December 31, ~~2022~~2023 ~~and~~of $2,897,737. ~~2021~~We recognized an impairment of the license agreement associated with GSP during the year ended December 31, 2023 of $342,531. We recognized an impairment of the intangible assets of Ceautamed during the year ended December 31, 2023 of $2,603,233. There were no impairments recognized during the year ended December 31, 2022.

Lease Right-of-Use Asset. We record a right-of-use asset and lease liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified either as finance or operating with the classification affecting the pattern of expense recognition. Lease liabilities are recognized based on the present value of the remaining lease payments and are discounted using the most reasonable incremental borrowing rate. We use the implicit rate when it is readily determinable. Since our lease does not provide an implicit rate, to determine the present value of lease payments, management uses our incremental borrowing rate based on the information available at lease commencement. Leases with a term of 12 months or less at inception are not recorded on our balance sheet and are expensed on a straight- line basis over the lease term.

Stock-based Compensation. We recognize expense for stock options and warrants granted over the vesting period based on the fair value of the award at the grant date, are valued using a Black-Scholes option pricing model to determine the fair market value of the stock options. We calculate the amount of tax benefit available by tracking each stock option award on an employee-by-employee basis and on a grant-by-grant basis. We then compare the recorded expense to the tax deduction received for each stock option grant. Our policy is to recognize forfeitures as they occur.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The full text of our audited consolidated financial statements begins on page F-1 of this annual report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

44As required by Rule 13a-15(e) of the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023. Based upon, and as of the date of this evaluation, our chief executive officer and chief financial officer determined that our disclosure controls and procedures were not effective due to the material weakness in internal control over financial reporting described below. Notwithstanding the identified material weakness, management, including our chief executive officer and chief financial officer, believes the consolidated financial statements included in this report fairly represent, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with GAAP.

As required by Rule 13a-15(e) of the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as of December 31, 2022. Based upon, and as of the date of this evaluation, our chief executive officer and chief financial officer determined that our disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Internal control over financial reporting refers to the process designed by, or under the supervision of, our principal executive officer and principal financial and accounting officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that:

(1)

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

(2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and

(3)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Our management evaluated the effectiveness of our internal control over financial reporting as of December 31, ~~2022~~2023. In making this evaluation, management used the framework established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. ~~Based on our evaluation, we determined that, as of December 31, 2022, our internal control over financial reporting was effective.~~

We identified a material weakness in our internal controls over financial reporting. A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness identified related to the timely review and detection of potential accounting misstatements, which in the aggregate, constituted a material weakness. Notwithstanding the material weakness, we believe that our financial statements contained in this report fairly present our financial position, results of operations and cash flows for the periods covered by this report in all material respects.

As part of our plan to remediate this material weakness, we are performing a full review of our internal control procedures. We have implemented, and plan to continue to implement, new controls and new processes. We have hired and plan to continue to hire additional qualified personnel and establish more robust processes to support our internal control over financial reporting, including clearly defined roles and responsibilities. We anticipate time being required to complete the implementation and to assess and ensure the sustainability of these controls. The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Controls over Financial Reporting

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

~~There~~Except in connection with the remediation plan described above, there have been no changes in our internal control over financial reporting during the fourth quarter of fiscal year 2023 ~~2022~~ that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

4544

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive Officers

Set forth below is information regarding our directors and executive officers as of the date of this report.

Name	Age	Position
Alfonso J. Cervantes, Jr.	7374	Executive Chairman of the Board
Darren C. Minton	4041	Chief Executive Officer, President and Director
Alan B. Bergman	5455	Chief Financial Officer
Robert S. Rein	78	Director
Loren Brown	61	Director
Arthur S. Reynolds	78	Director
Heather Granato	54	Director
Roger Conley Wood	55	Director
Arthur S. Reynolds	80	Director

Alfonso J. Cervantes, Jr. Mr. Cervantes is the founder of our company and has served as our Executive Chairman since our inception. Mr. Cervantes is also Executive Chairman of Trilogy Capital Group, LLC, or Trilogy, a private equity firm and a principal stockholder, and served as Chairman and Chief Executive Officer of its predecessor, Trilogy Capital Partners, Inc. since 2002. Through more than 35 years as an executive in diversified businesses, Mr. Cervantes has accumulated extensive experience in the public markets with experience in corporate finance and emerging growth companies. His significant corporate finance experience includes mergers and acquisitions, initial public offerings, private placements as well as the reorganization of middle-market companies. Prior to joining us, Mr. Cervantes was the founder and Vice Chairman of Staffing 360 Solutions, Inc., from 2012 to 2015, where he facilitated, in association with Mr. Minton, multiple acquisitions and drove the company from pure startup to over $100 million in revenues in approximately two years. Mr. Cervantes is a graduate of Webster University with a degree in Communications. We believe Mr. Cervantes is qualified to serve on our board of directors due to his extensive corporate finance experience and knowledge of our company.

Darren C. Minton. Mr. Minton has served as our Chief Executive Officer since April 2022, President since September 2017 and as a member of our board of directors since November 2018. Mr. Minton has more than 15 years of capital markets experience in both small and large organizations. Over the years, his capacities have ranged from various executive positions, as well as president and chief executive officer positions with entrepreneurial ventures to established roles reporting to public company boards, with significant leadership and team building skills. Prior to joining us, Mr. Minton was a co-founder and Executive Vice President at Staffing 360 Solutions, Inc., from 2012 to 2017, where he facilitated the company’s alternative public offering and listing on Nasdaq. He previously served as President of Trilogy Capital Partners, Inc. and as an Analyst at Mesa West Capital, a privately held portfolio lender with a multi-billion dollar offering capability headquartered in Los Angeles, as well as First Republic Bank in Palo Alto. Mr. Minton is a graduate of Stanford University with a degree in Economics. We believe Mr. Minton is qualified to serve on our board of directors due to his extensive management and capital markets experience.

Alan B. Bergman. Mr. Bergman has served as our Chief Financial Officer since January 2021. Mr. Bergman’s expertise includes corporate financial management, mergers and acquisitions, corporate reorganizations, cost reduction and avoidance, financial analysis and reporting, IPO management, contract negotiations, ISO 9000 Quality Systems and SEC reporting and compliance. Prior to joining us, he served as Chief Financial Officer, Vice President Finance at Bright Mountain Media, Inc. from June 2019 to December 2020. Prior to that, he served as Vice President Finance at Greenlane Holdings, Inc., from December 2018 to May 2019. He previously served as Controller for Woodfield Distribution from October 2013 to February 2018 and as Vice President Finance at Latitude Solutions from May 2011 to March 2013. Mr. Bergman commenced his career in 2000 with Deloitte as a Senior Auditor and subsequently as Audit Manager at Mallah Furman, P.A. and as Senior Auditor at Weinberg & Company, P.A. In addition, Mr. Bergman has been an Adjunct Professor of Accounting at Florida Atlantic University and Millennia Atlantic University. Mr. Bergman received his Master’s in Accounting from University of Miami.

~~Robert~~Loren SBrown. ~~Rein.~~ Mr. ~~Rein~~Brown has been a member of our board of directors since ~~February~~March ~~2022~~2024. Mr. ~~Rein~~Brown is ana ~~attorney~~seasoned ~~and~~executive ~~has~~with ~~been~~over ~~practicing~~30 ~~law~~years inof ~~California~~experience ~~since~~serving ~~1971.~~in ~~Since~~executive ~~2008,~~positions ~~Mr.~~with ~~Rein~~various ~~has~~nutraceutical ~~been~~and ahealth ~~Partner~~and inwellness ~~Rein & Associates, a law firm representing~~ businesses. ~~and~~He ~~individuals~~has ~~with~~served ~~respect~~as ~~to all~~the ~~aspects~~Director of ~~business~~Business ~~transactions~~Development for Human and ~~matters.~~Animal ~~His~~Services ~~practice~~at ~~primarily~~SGS/Nutrasource ~~consists of handling business~~Diagnostics, ~~corporate~~a ~~and~~global ~~real~~contract ~~estate~~research ~~matters; tax~~organization ~~issues;~~with ~~and~~a ~~business~~global ~~and~~team ~~estate~~of ~~planning. Mr. Rein’s experience includes business acquisitions and sales~~96,000 ~~reorganizations,~~employees ~~financings,~~that ~~business~~operates ~~and~~in ~~tax planning~~2,600 ~~and~~offices ~~business counselling. His firm has represented both public~~ and ~~private~~labs ~~entities~~worldwide. ~~Prior to the formation of Rein & Associates,~~ Mr. ~~Rein~~Brown ~~was~~specializes ~~a partner~~ in ~~predecessors~~regulatory tocompliance, ~~Rein~~product &development, ~~Associates~~and ~~since~~testing ~~1975.~~solutions for ~~Mr.~~dietary ~~Rein~~supplements, ~~obtained his~~supporting ~~B.A.~~clients in ~~Economics~~commercializing ~~from~~health ~~Brandeis University~~ and ~~his~~wellness ~~J.D.~~products ~~from~~in ~~Harvard~~the ~~Law~~human ~~School.~~and ~~Upon~~animal ~~graduating law school, Mr~~markets. ~~Rein~~His ~~clerked for~~prior ~~Judge~~experience ~~Milton~~encompasses ~~Conford,~~similar ~~the~~roles ~~then~~at ~~senior~~a ~~judge~~global ofcontract ~~the~~research ~~New Jersey Superior Court~~organization, ~~Appellate~~as ~~Division.~~well ~~Mr.~~as ~~Rein~~serving isas ~~currently~~ the ~~CEO~~Associate ~~and~~Director ~~a member~~ of ~~the~~Business Development ~~board~~at ofBurdock ~~directors of R Solutions~~Group, ~~Inc.,~~ a ~~corporation~~comprehensive ~~involved~~Food inSafety ~~the furniture~~ and ~~other~~Regulatory ~~corporate~~Compliance ~~fulfilment~~Consulting ~~business, and Racada Corp~~Firm., ~~a real estate investment company.~~ We believe ~~that~~ Mr. ~~Rein~~ is ~~well~~ qualified to serve on our board of directors due to his extensive ~~legal~~experience ~~and~~in ~~business~~our ~~experience~~industry.

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~~Arthur~~Heather SGranato. ~~Reynolds~~Ms. ~~Mr.~~Granato ~~Reynolds~~ has been a member of our board of directors since ~~October~~April ~~2022~~2024. MrMs. ~~Reynolds~~Granato is ana ~~accomplished~~30-year ~~international~~veteran ~~financier~~of ~~bringing~~the ~~more than~~natural 35products ~~years~~industry. ofIn ~~capital~~February 2024, ~~markets~~she founded, and ~~financial~~currently ~~experience~~serves ~~providing~~as ~~cross-border~~President ~~financial~~of, ~~consulting~~Nutrachievement, ~~services~~which inprovides ~~Europe~~consultancy ~~for~~services ~~clients principally~~to ~~located~~companies in the ~~United States~~nutraceutical industry. HePrior isto ~~the~~that, ~~founder~~she ofserved ~~Rexon~~as ~~Limited~~Vice President of ~~London~~Partnerships ~~and~~& ~~New~~Sustainability ~~York~~for ~~where,~~Informa ~~since 1999~~PLC, hean ~~has~~international ~~served~~events, asdigital ~~managing~~services ~~director.~~and ~~Mr.~~academic ~~Reynolds~~knowledge ~~was founder and~~group, from ~~1997~~June 2022 to ~~1999~~December 2023, ~~managing~~and ~~partner~~served ofas ~~London-based~~Vice ~~Value~~President ~~Management~~of &Content ~~Research~~for Informa PLC ~~(UK)~~from ~~Limited~~December 2012 to June 2022. MrMs. ~~Reynolds~~Granato ~~was~~has ~~the~~been ~~founder~~a ~~and,~~presenter ~~from~~at ~~1982~~events toincluding ~~1997~~SupplySide, ~~served~~Vitafoods, asNatural ~~managing~~Products ~~director~~Expo, ofthe Natural ~~Ferghana~~Gourmet ~~Financial~~Show ~~Services~~and ~~Limited. Prior~~the ~~thereto,~~Folio: MrShow. ~~Reynolds~~Her ~~held~~publishing ~~executive~~experience ~~positions~~includes atNatural ~~Merrill~~Products ~~Lynch~~Insider, ~~International~~Food ~~Bank~~Product ~~Limited~~Design, ~~Banque~~Country ~~de la Société~~Living’s ~~Financière~~Healthy ~~Européene~~Living, ~~J.P.~~Natural ~~Morgan~~Foods &Merchandiser, ~~Company~~Delicious Magazine and ~~Mobil Corporation~~WomenOf.com. ~~Between~~She ~~2006~~was ~~and~~named ~~2016,~~to ~~Mr.~~the ~~Reynolds~~FOLIO: ~~served~~100 onlist ~~the Board~~ of ~~Directors~~top ofmedia ~~ThermoEnergy~~professionals in ~~Corporation~~2018, ~~first~~received ~~as Chairman of~~ the ~~Audit~~2014 ~~Committee,~~Visionary ~~subsequently~~Award asand ~~Chief~~the ~~Financial~~2018 ~~Officer,~~Journalistic ~~and finally~~Excellence asAward ~~Chairman.~~from ~~Mr.~~the ~~Reynolds~~American isHerbal aProducts ~~member~~Association, and ofwas ~~the~~recognized ~~Board~~by of the ~~International~~United ~~Festival~~Natural ~~Society~~Products ~~and~~Alliance ~~serves~~in as2023 ~~Chairman~~with ofits ~~the~~Ignition…Liftoff ~~Elgar Society’s North America Branch~~Award. MrMs. ~~Reynolds~~Granato ~~holds~~graduated anmagna cum ~~B.A.~~laude from ~~Columbia~~the University of Richmond, aVirginia, ~~M.A.~~in ~~from~~1992 ~~Cambridge~~with ~~University,~~a ~~and~~bachelor’s andegree ~~M.B.A.~~ in ~~Finance~~journalism. ~~from~~The ~~New~~board ~~York~~believes ~~University.~~that MrMs. Granato ~~Reynolds~~is ~~brings~~qualified to serve on the board ~~extensive~~due ~~financial~~to ~~and~~her ~~executive~~extensive experience ~~across~~in ~~multiple~~the ~~sectors~~nutraceutical industry, ~~with~~ ~~special~~including ~~strength~~ in the ~~international~~areas ~~arena~~of journalistic outreach, content creation and marketing initiatives.

~~Roger~~Arthur ~~Conley~~S. ~~Wood~~Reynolds. Mr. ~~Wood has~~Reynolds has been a member of our board of directors since ~~February~~October 2022. Mr. ~~Wood~~Reynolds is aan ~~seasoned~~accomplished ~~executive~~international ~~with~~financier ~~over~~bringing 25more than 35 years of capital markets and financial experience ~~serving~~ inproviding Ccross-~~level~~border ~~positions~~financial ~~with~~consulting ~~various~~services ~~technology~~in ~~and~~Europe ~~consumer~~for ~~product~~clients principally ~~businesses~~located in the United States. He is ~~currently~~the ~~Chairman~~founder of ~~Conley~~Rexon ~~Holdings~~Limited of London and New York where, asince 1999, he has served ~~private~~as ~~family~~managing ~~company~~director. ~~with~~Mr. ~~interests~~Reynolds inwas ~~Homebuilding,~~founder ~~Fashion~~and, ~~Training~~from &1997 ~~Education~~to 1999, ~~Pet~~managing ~~Care,~~partner ~~Media~~of &London-based ~~Entertainment~~Value ~~and~~Management ~~Personal~~& Research ~~Care~~(UK) ~~sectors~~Limited. He ~~served~~Mr. asReynolds was the ~~Chief~~founder ~~Executive Officer~~ and, ~~Managing~~from ~~Partner~~1982 ofto ~~Blue~~1997, ~~Bear~~served ~~Brands,~~as amanaging ~~marketing~~director ~~consultancy~~of ~~specializing in~~Ferghana ~~predicative~~Financial ~~analytics and~~Services ~~machine~~Limited. Prior ~~learning~~thereto, ~~from~~Mr. ~~2014~~Reynolds toheld ~~2020.~~executive Hepositions ~~previously~~at ~~held~~Merrill ~~senior~~Lynch ~~management~~International ~~positions~~Bank ~~with~~Limited, ~~Hearst~~Banque ~~Corporation,~~de la Société ~~Orca~~Financière ~~Payments~~Européene, ~~Amobee~~J.P. ~~Media,~~Morgan ~~Willis~~& ~~Group,~~Company ~~Reebok~~and ~~International,~~Mobil ~~Omnipoint~~Corporation. ~~Voicestream~~Between 2006 and ~~Motorola~~2016, Mr. HeReynolds ~~has~~ served on the Board ~~board~~ of ~~directors~~ Directors of ~~numerous~~ThermoEnergy ~~private~~Corporation, ~~companies~~first ~~and~~as Chairman of the ~~board~~Audit ofCommittee, ~~trustees~~subsequently ~~for~~as ~~the~~Chief ~~Wardlaw-Hartridge~~Financial ~~School~~Officer, ~~Global~~and finally ~~Alumni~~as Chairman. Mr. Reynolds is a member of the Board of ~~Harvard~~the ~~Business~~International ~~School, Junior~~Festival ~~Achievement~~Society and serves as Chairman of the ~~British~~ ~~American~~Elgar Society’s ~~Business~~North ~~Council~~America Branch. Mr. ~~Wood~~Reynolds ~~obtained~~holds ~~his~~an B.A. infrom ~~Marketing~~Columbia ~~and~~University, ~~Statistics~~a M.A. from ~~Morehouse College~~Cambridge University, and ~~his~~an ~~Master’s~~ M.B.A. in ~~Business~~Finance ~~Administration~~ from ~~Harvard~~New York University. We ~~believe~~ Mr. ~~Wood~~Reynolds isbrings ~~qualified~~ to ~~serve~~the onboard extensive financial and executive experience across multiple sectors, ~~our~~with ~~board~~special ofstrength ~~directors~~in ~~due~~the tointernational ~~his~~arena. ~~extensive~~We ~~management~~believe ~~and~~that ~~prior~~Mr. ~~board~~Reynolds ~~experience~~possesses the appropriate skills to act as the audit committee chair.

Our directors currently have terms which will end at our next annual meeting of the stockholders or until their successors are elected and qualify, subject to their prior death, resignation or removal. Officers serve at the discretion of the board of directors. There is no arrangement or understanding between any director or executive officer and any other person pursuant to which he was or is to be selected as a director, nominee or officer.

Family Relationships

There are no family relationships among any of our officers or directors.

Involvement in Certain Legal Proceedings

To the best of our knowledge, except as described below, none of our directors or executive officers has, during the past ten years:

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been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

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had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

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been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

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been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

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been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

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been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Corporate Governance

Governance Structure

We chose to appoint a separate Chairman of the Board who is not our Chief Executive Officer. Our board of directors has made this decision based on their belief that a separate Chairman of the Board can act as a balance to the Chief Executive Officer, who also serves as a non-independent director.

The Board’s Role in Risk Oversight

The board of directors oversees that the assets of our company are properly safeguarded, that the appropriate financial and other controls are maintained, and that our business is conducted wisely and in compliance with applicable laws and regulations and proper governance. Included in these responsibilities is the board’s oversight of the various risks facing our company. In this regard, our board seeks to understand and oversee critical business risks. Our board does not view risk in isolation. Risks are considered in virtually every business decision and as part of our business strategy. Our board recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate risk-taking is essential for our company to be competitive on a global basis and to achieve its objectives.

While the board oversees risk management, company management is charged with managing risk. Management communicates routinely with the board and individual directors on the significant risks identified and how they are being managed. Directors are free to, and indeed often do, communicate directly with senior management.

Our board administers its risk oversight function as a whole by making risk oversight a matter of collective consideration; however, much of the work is delegated to committees, which will meet regularly and report back to the full board. The audit committee oversees risks related to our financial statements, the financial reporting process, accounting and legal matters, the compensation committee evaluates the risks and rewards associated with our compensation philosophy and programs, and that the nominating and corporate governance committee evaluates risk associated with management decisions and strategic direction.

Independent Directors

Our board of directors has determined that all of our directors, other than Messrs. Cervantes and Minton, qualify as “independent” directors in accordance with the rules and regulations of Nasdaq. Messrs. Cervantes and Minton are not considered independent because they are employees of our company and/or its subsidiaries. In making its independence determinations, the board considered, among other things, relevant transactions between our company and entities associated with the independent directors, as described under the heading Item 13 “Certain Relationships and Related Party Transactions, and Director Independence,” and determined that none have any relationship with our company or other relationships that would impair the directors’ independence.

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Committees of the Board of Directors

Our board has established an audit committee, a compensation committee and a nominating and corporate governance committee, each with its own charter approved by the board. Each committee’s charter available on our website at www.smartforlifecorp.com. In addition, our board of directors may, from time to time, designate one or more additional committees, which shall have the duties and powers granted to it by our board of directors.

Audit Committee

~~Robert~~Loren ~~S. Rein~~Brown, Heather Granato and Arthur S. Reynolds ~~and Roger~~ ~~Conley Wood~~ have been appointed to serve on our audit committee, with Mr. ~~Arthur S.~~ Reynolds serving as the ~~chairman~~chair. Our board has determined that each member of the audit committee is an independent director under Nasdaq’s rules and under Rule 10A-3 under the Exchange Act. All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq. Our board has determined that Mr. Reynolds is an “audit committee financial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicable Nasdaq rules and regulations.

The audit committee oversees our accounting and financial reporting processes and the audits of our consolidated financial statements. The audit committee is responsible for, among other things: (i) retaining and overseeing our independent accountants; (ii) assisting the board in its oversight of the integrity of our financial statements, the qualifications, independence and performance of our independent auditors and our compliance with legal and regulatory requirements; (iii) reviewing and approving the plan and scope of the internal and external audit; (iv) pre-approving any audit and non-audit services provided by our independent auditors; (v) approving the fees to be paid to our independent auditors; (vi) reviewing with our chief executive officer and chief financial officer and independent auditors the adequacy and effectiveness of our internal controls; (vii) reviewing and approving related party transactions; (viii) reviewing hedging transactions; and (ix) reviewing and assessing annually the audit committee’s performance and the adequacy of its charter.

Compensation Committee

~~Robert~~Loren ~~S. Rein~~Brown, Heather Granato and Arthur S. Reynolds and ~~Roger Conley Wood~~ have been appointed to serve on our compensation committee, with MrMs. ~~Rein~~Granato serving as the ~~chairman~~chair. Our board has determined ~~that~~ that each member of the compensation committee is independent under the applicable rules and regulations of Nasdaq and is a “non-employee director” as defined under Rule 16b-3 of the Exchange Act.

The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. The compensation committee is responsible for, among other things: (i) reviewing and approving the compensation of our executive officers; (ii) evaluating and making recommendations to the board regarding the compensation of our independent directors; (iii) evaluating and making recommendations to the board regarding equity-based and incentive compensation plans, policies and programs; and (iv) administering all such equity-based and incentive compensation plans, policies and programs.

Nominating and Corporate Governance Committee

~~Robert~~Loren ~~S. Rein~~Brown, Heather Granato and Arthur S. Reynolds and ~~Roger Conley Wood~~ have been appointed to serve on our nominating and corporate governance committee, with Mr. ~~Wood~~Brown serving as the ~~chairman~~chair. Our board has determined that each member of the nominating and corporate governance committee is an independent director under the applicable rules and regulations of Nasdaq.

The nominating and corporate governance committee assists the board in selecting individuals qualified to become directors and in determining the composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things: (i) identifying and evaluating individuals qualified to become members of the board by reviewing nominees for election to the board submitted by stockholders and recommending to the board director nominees for each annual meeting of stockholders and for election to fill any vacancies on the board, (ii) advising the board with respect to board organization, desired qualifications of board members, the membership, function, operation, structure and composition of committees (including any committee authority to delegate to subcommittees), and self-evaluation and policies, (iii) advising on matters relating to corporate governance and monitoring developments in the law and practice of corporate governance, and (iv) overseeing compliance with our code of business conduct and ethics and conduct of our officers and directors.

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The nominating and corporate governance committee’s methods for identifying candidates for election to the board (other than those proposed by our stockholders, as discussed below) will include the solicitation of ideas for possible candidates from a number of sources - members of our board, our executives, individuals personally known to the members of our board, and other research. The nominating and corporate governance committee may also, from time-to-time, retain one or more third-party search firms to identify suitable candidates.

In making director recommendations, the nominating and corporate governance committee may consider some or all of the following factors: (i) the candidate’s judgment, skill, experience with other organizations of comparable purpose, complexity and size, and subject to similar legal restrictions and oversight; (ii) the interplay of the candidate’s experience with the experience of other board members; (iii) the extent to which the candidate would be a desirable addition to the board and any committee thereof; (iv) whether or not the person has any relationships that might impair his or her independence; and (v) the candidate’s ability to contribute to the effective management of our company, taking into account the needs of our company and such factors as the individual’s experience, perspective, skills and knowledge of the industry in which we operate.

A stockholder may nominate one or more persons for election as a director at an annual meeting of stockholders if the stockholder complies with the notice and information provisions contained in our bylaws. Such notice must be in writing not less than 90 days and not more than 120 days prior to the anniversary date of the preceding year’s annual meeting of stockholders or as otherwise required by requirements of the Exchange Act. In addition, stockholders furnishing such notice must be a holder of record on both (i) the date of delivering such notice and (ii) the record date for the determination of stockholders entitled to vote at such meeting.

Code of Ethics

We have adopted a code of ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. Such code of ethics addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, and reporting of violations of the code.

We are required to disclose any amendment to, or waiver from, a provision of our code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions. We intend to use our website as a method of disseminating this disclosure, as permitted by applicable SEC rules. Any such disclosure will be posted to our website within four (4) business days following the date of any such amendment to, or waiver from, a provision of our code of ethics.

Insider Trading Policy

We have adopted an insider trading policy which prohibits our directors, officers and employees from engaging in transactions in our common stock while in the possession of material non-public information; engaging in transactions in the stock of other companies while in possession of material non-public information that they become aware of in performing their duties; and disclosing material non-public information to unauthorized persons outside our company.

Our insider trading policy restricts trading by directors, officers and certain key employees during blackout periods, which generally begin 15 calendar days before the end of each fiscal quarter and end two business days after the issuance of our earnings release for the quarter. Additional blackout periods may be imposed with or without notice, as the circumstances require.

Our insider trading policy also prohibits our directors, officers and employees from purchasing financial instruments (such as prepaid variable forward contracts, equity swaps, collars and exchange funds) designed to hedge or offset any decrease in the market value of our common stock they hold, directly or indirectly. In addition, directors, officers and employees are expressly prohibited from pledging our common stock to secure personal loans or other obligations, including by holding their common stock in a margin account, unless such arrangement is specifically approved in advance by the administrator of our insider trading policy, or making short-sale transactions in our common stock.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the company. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. We believe, based solely on a review of the copies of such reports furnished to us and representations of these persons, that all reports were timely filed for the year ended December 31, ~~2022~~2023.

ITEM 11. EXECUTIVE COMPENSATION.

Summary Compensation Table - Years Ended December 31, ~~2022~~2023 and ~~2021~~2022

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods. No other executive officers received total annual salary and bonus compensation in excess of $100,000.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)(1)		~~All~~Total ~~Other Compensation~~ ($)~~(2)~~		~~Total ($)~~
Alfonso J. Cervantes, Jr.,	~~2022~~2023		300,000		-		~~234,500~~-		~~154~~385,~~200~~323		-685,323		~~688,700~~
Executive Chairman	~~2021~~2022		~~216~~300,~~667~~000		-		-234,500		-154,200		-688,700		~~216,667~~
Darren C. Minton,	~~2022~~2023		~~200~~250,000		-		~~93,800~~-		5171,~~900~~356		-321,356		~~345,700~~
Chief Executive Officer	~~2021~~2022		~~175~~200,000		-		-93,800		-51,900		-345,700		~~175,000~~
Ryan F. Zackon,	2022		275,000		-		93,800		-		-		368,800
Alan Bergman,	2023		250,000		25,000		-		28,452		303,452
Former Chief Executive Officer(3)	2021		254,166		-		-		-		16,968		271,134
Chief Financial Officer	2022		200,000		25,000		32,830		51,900		309,730
Alan Bergman,	2022		200,000		25,000		32,830		51,900		-		309,730
Chief Financial Officer	2021		175,000		-		-		-		-		175,000

(1)

The amount is equal to the aggregate grant-date fair value with respect to the awards, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718.

(2) Other compensation includes automobile allowances.

(3) Mr. Zackon served as our Chief Executive Officer from November 15, 2020 to April 30, 2022.

Employment Agreements

On July 1, 2020, we entered into an emp

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