Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements." These forward-looking statements generally are identified by the words "believes," "project," "expects," "anticipates," "estimates," "intends," "strategy," "plan," "may," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
The Company had allowed its charter with the state of
On
On
On
On
The transaction resulted in the Company acquiring Subsidiary by the exchange of
all of the outstanding shares of Subsidiary for 1,000,000 newly issued Series C
Preferred shares of stock,
For accounting purposes, the transaction was treated as a reverse merger since
the acquired entity now forms the basis for operations and the transaction
resulted in a change in control, with the acquired company electing to become
the successor issuer for reporting purposes. The accompanying financial
statements have been prepared to reflect the assets, liabilities and operations
of
As part of the transaction, amounts due to former officers were forgiven, with
the balances recorded as
4 Table of Contents
On
On
On
On
The Board of Directors also declared a stock dividend for all shareholders, with
a record date of
However, the Company has carefully reconsidered its position with respect to the
previously announced and subsequently amended spin off of
Effective
On
In accordance with the DGCL,
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As of the effective time of the Merger and in connection with the Holding Company Reorganization, all outstanding shares of common stock and preferred stock of the Predecessor were automatically converted into identical shares of common stock or preferred stock, as applicable, of the Holding Company on a one-for-one basis, and the Predecessor's existing stockholders and other holders of equity instruments, became stockholders and holders of equity instruments, as applicable, of the Holding Company in the same amounts and percentages as they were in the Predecessor immediately prior to the Holding Company Reorganization.
The executive officers and board of directors of the Holding Company are the same as those of the Predecessor in effect immediately prior to the Holding Company Reorganization.
For purposes of Rule 12g-3(a), the Holding Company is the successor issuer to the Predecessor, now as the sole shareholder of the Predecessor. Accordingly, upon consummation of the Merger, the Holding Company's common stock was deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder.
The previously executed Letter of Intent with
On
Following our acquisition of Integrity Wellness, we shifted to our current business plan and focus which is the development, marketing and sale of OTC, pharmaceutical, nutraceutical, cosmetic and health and wellness products with a focus on products infused with phytocannabinnoid, which we refer to as "CBD." We now have a portfolio of products designed for the treatment of ailments and symptoms and/or general improvement of health and wellbeing by topical or oral administration. These product offerings, which are described more fully below, are designed to provide a variety of treatments, benefits and uses including pain relief, anti-aging, hygiene, energy, and immune system and biochemical support. We also have products designed for veterinary and agricultural uses. We have six patents and 15 patent applications pending for our products, as well as a number of trademarks. Our mission is to alleviate suffering and adverse consequences caused by certain health and biological conditions and enhance users' quality of life through the use of inventions and science including through the use of CBD.
On
Our Products
Through Integrity Wellness we currently have 4 developed products, the majority
of which we offer at retail prices ranging from approximately
6 Table of Contents Products with Issued Patents
Canagel®,- (Anhydrous Hydrogel Composition and delivery system)
Patented Full Spectrum Phytocannabinoid delivery with FDA approved pain claim. The one and only FDA-approved pain claim in the market for an oral CBD product.
We have
Patent Issued:
Patent Expires:
Comments: Please note this patent is owned by
Silverpro ®, - (FDA Cleared)
Patented Compression Fabric in the marketplace with FDA pain clearance
Patent No. US 9,878,175 (European Patent has been allowed)
Patent Issued:
Patent Expires:June 2036 Thin Film Toothpaste Strip ProductName : KidzStrips ®,
Patented Fluoride doses-controlled children's toothpaste strip
(2 Patents issued) Patent No. US 9,656,102
Patent Issued:
Patent Expires:
Patent No. US 10,105,296
Patent Issued:
Patent Expires:
ImmuniZin TM (Immune Booster)
Some ImmunaZin Ingredients and Expectations
? Pepsin -- the main ingredient now famous for rapid recovery. We take pepsin and break it down into fragmented particles that are better absorbed into the digestive tract. These pepsin fragments directly modulate immune system activity by inducing potent T-cell response resulting in boosted immunity.
? Hemp seed oil helps balance healthy cholesterol levels, fights depression and anxiety, improves eye health, promotes brain health, reduces metabolic syndrome, reduces inflammation, fights autoimmune disease and mental disorders, reduces fatty liver, promotes bone and joint health and improves sleep and skin.
Irreversibly-inactivated pepsinogen fragments for modulating immune function (Immune Booster- FDA Cleared)
Patent No. US 8,309,072
Patent Issued:
Patent Expires:June 18, 2029 Novel Fertilizer ProductName : HydroSoil ® Patent No. US 9,981,886 Patent Issued:May 29, 2018
Patent Expires:
Pending Patent Applications
Cannabinoid, Menthol and Caffeine Dissolvable Film Composition, Devices and Methods
US Application No. 16/558,872; International Application PCT/US2019/049309
Cannabinoid and Menthol Gum and Lozenge Compositions and Methods
US Application No. 16/555,022 (US Application No. 62/869,121 is a provisional US application for this US application); International Application PCT/US2019/048740
Cannabinoid and Anesthetic Gum and Lozenge Compositions and Methods
US Application No. 16/554,930 (US Application No. 62/869,118 is a provisional US application for this US application); International Application PCT/US2019/048728
Cannabinoid and Anesthetic Compositions and Methods
US Application No. 16/419,274; International Application PCT/US2019/048690
7 Table of Contents C-Biscuit TM
Hemp rich suppository for racehorse industry for rapid recovery from injury Veterinary Cannabinoid, Menthol and Anesthetic Compositions and Methods
Application No. 16/555,241; International Application PCT/US2019/048789
Veterinary Cannabinoid and Menthol Compositions and Methods
Application No. 16/419,392; International Application PCT/US2019/048695
Cannabinoid and Menthol Gel Compositions, Patches and Methods
US Application No. 16/558,780; International Application PCT/US2019/049294
Cannabinoid and Menthol Compositions and Methods
US Application No. 16/419,336; International Application PCT/US2019/048691
Thin Film Toothpaste Strip, European Application
ProductName : KidzStrips ® Application No. 14876319.6
Thin Film Toothpaste Strip, Eurasian Application
Product
Application No. 201600502/28.
Fertilizer ProductName : HydroSoil ®,
Water retaining Hemp enhanced fertilizer, water plant once every two weeks
Inactivated Pepsin Fragment (IPF) and Full Spectrum Cannabidiol (CBD) Compositions and Methods
Relates to compositions and methods for the prevention and treatment of skin disorders and for the rejuvenation of the skin. In particular, the application describes topical compositions and methods of treatments comprising the combined use of one or more cannabinoids and one or more hydroxy acids in a suitable carrier.
Other Products IcyEase
Adhesive Ice Pack for muscle/joint pain to cool surface and address pain.
Patent-pending, FDA pain claim in progress
Slim-D
Appetite-suppressant oral strip with 50 mg Hoodia & 10 mg Full Spectrum Phytocannabinoid
Energy Lighting Strips
High caffeine fast dissolving oral energy strip with Matcha Green Tea and Hemp/Full Spectrum Phytocannabinoid
Micro Voltage Trans Derm C
for pain with unique and superior absorbing features due to wearer's movement generated Micro Voltage
CBD 600
Hemp Rich oral tincture with FDA cleared legal pain claim. One and only with FDA clearance.
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Research & Development and Product Manufacturing
Our products are produced using third party manufacturers who are responsible
for sourcing the raw materials and ingredients and adhering to applicable
specifications and regulatory requirements including the
The availability and production capability of our manufacturers depends on the raw material supplies and sources, as well as other projects on which our manufacturers may be engaged at a given time. Because of these contingencies, the lead times on production and delivery schedules can fluctuate, which may cause us to fail to meet internal or contractual deadlines. As we grow, we hope to be able to accurately forecast and manage these processes to try and ensure we have adequate inventory on hand to meet demand. A primary raw material utilized in the production process for our products is CBD isolate which can only be produced in certain states. While we believe there are sufficient sources for CBD isolate and other raw materials necessary to meet our production needs, shortages and delays can occur, which could harm us by prolonging or suspending expected deliveries or increasing production costs.
COVID-19
The COVID-19 pandemic has resulted in a global slowdown of economic activity which is likely to continue to reduce the future demand for a broad variety of goods and services, while also disrupting sales channels, marketing activities and supply chains for an unknown period of time until the virus is fully contained. Supply chain disruptions have been increasingly common since the pandemic began, and such disruptions may affect us in the future.
Sales and Distribution
Our products will be sold both online on our website, and through wholesale and retail establishments including both brick and mortar stores and ecommerce platforms. We also intend to sell our products in part using a direct selling model in which we contract with independent contractors who are compensated by commissions from their sales of our products. We intend to dedicate substantial capital, including a portion of the proceeds from this offering, to build a sales force consisting of a combination of employees of the Company and independent contractors.
Planned Operations and
New and Planned Products
In addition to our developed products, we are also in the process of evaluating
and developing new products. Our ability to develop and launch these products
within the timeframes intended or at all depends in large part on the Company
receiving sufficient proceeds. If we are unable to raise at least
We are in the early stages of developing a new business which will focus on a new line of products using naturally occurring nanosized compounds (approximately 30-150 nanometers in diameter), referred to as "exosomes," which are derived from stem cells and cause growth and regeneration by acting as biologic messengers at the cellular level of the human body. Exosomes work by delivering chemical signals to the cells they permeate, instigating the production of regenerative proteins and other compounds while also inhibiting destructive inflammatory cytokines. We intend to explore the potential use of exosome science to develop products designed to serve regenerative and health and wellness functions such as hair and skin regeneration. However, we are still in the very early development of this project, and no assurances can be given that we will be able to proceed with our planned exosome product operations as intended or at all. We do not expect to own or acquire intellectual property rights or participate directly in the development and manufacturing efforts for exosome products, and instead intend to license the intellectual property rights of third parties in order to market and sell the finished products.
9 Table of Contents SaaS Logistics Platform
Prior to the acquisition of Integrity Wellness, we were in the process of
developing a SaaS platform intended to enable users to monitor and manage
numerous aspects of the supply chain as they obtain raw materials, develop and
produce products, and bring their products to the marketplace. The intended
focus of the platform and services was on OTC, pharmaceutical, cosmetic,
nutraceutical, hemp/CBD and health and wellness products. The development
efforts to date have been conducted primarily by
Our principal executive offices are located at
Parent Holding Company Reorganization
On
In accordance with the DGCL,
As of the effective time of the Merger and in connection with the Holding Company Reorganization, all outstanding shares of common stock and preferred stock of the Predecessor were automatically converted into identical shares of common stock or preferred stock, as applicable, of the Holding Company on a one-for-one basis, and the Predecessor's existing stockholders and other holders of equity instruments, became stockholders and holders of equity instruments, as applicable, of the Holding Company in the same amounts and percentages as they were in the Predecessor immediately prior to the Holding Company Reorganization.
The executive officers and board of directors of the Holding Company are the same as those of the Predecessor in effect immediately prior to the Holding Company Reorganization.
For purposes of Rule 12g-3(a), the Holding Company is the successor issuer to the Predecessor, now as the sole shareholder of the Predecessor. Accordingly, upon consummation of the Merger, the Holding Company's common stock was deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder.
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Results of Operation for Three months Ended
Revenues
No revenue was generated for the three months ended
Our cost of revenues was
Operating Expenses
Total operating expenses increased to
Operating expenses for the three months ended
Other Income and Expenses
We had interest income of
Net Loss
Net loss for the three months ended
Liquidity and Capital Resources
As of
We intend to fund operations through sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.
Off Balance Sheet Arrangements
As of
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Critical Accounting Policies
In
Our accounting policies are discussed in detail in the footnotes to our
financial statements included in our Annual Report on Form 10-K for the year
ended
Going Concern
As of
Recently Issued Accounting Pronouncements
We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operation, financial position or cash flow
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