10-Q: Healthy Extracts Reports Q2 Growth, Acquires Gummy USA

Sentiment:

Quarterly Report


Healthy Extracts Inc. reported increased revenue and a narrowed net loss for Q2 2025, alongside a significant post-period acquisition of Gummy USA LLC, but faces ongoing going concern issues and control weaknesses.

Capital raiseManagement plans to continue seeking funding through debt and equity financing to support growth and mitigate going concern conditions.On July 19, 2025, the company issued 13,075,920 shares of common stock as consideration for the acquisition of Gummy USA LLC, representing 77.5% of the issued and outstanding common stock after the transaction, which is a significant equity capital raise for acquisition purposes.
Better than expectedNet loss significantly narrowed by 55.6% for the six months ended June 30, 2025, compared to the prior year.Revenue increased by 19% for the six months ended June 30, 2025, demonstrating strong top-line growth.

Summary

  • Revenue for the six months ended June 30, 2025, increased by 19% to $1,899,935, up from $1,597,175 in the prior year.
  • Net loss for the six months ended June 30, 2025, significantly narrowed by 55.6% to $(331,739), compared to $(747,758) in the same period last year.
  • Gross profit increased by 14% to $1,017,812 for the six months, but the gross profit margin slightly decreased from 56% to 53.57%.
  • General and administrative expenses rose by 27% to $1,232,267 for the six months, primarily due to increased advertising and consulting fees.
  • Cash on hand increased to $200,494 as of June 30, 2025, from $112,020 at December 31, 2024.
  • Net cash provided by operating activities for the six months decreased to $77,237 from $187,809 in the prior year.
  • On July 19, 2025, the company acquired 100% of Gummy USA LLC (GUSA) by issuing 13,075,920 shares of common stock, representing 77.5% of the company's issued and outstanding common stock post-transaction.
  • The company's disclosure controls and procedures were deemed not effective as of June 30, 2025, due to identified material weaknesses.

Sentiment

Score: 4

Explanation: While the company achieved significant revenue growth and a reduced net loss, it continues to operate with a substantial accumulated deficit and a going concern warning. The material weaknesses in internal controls and the highly dilutive post-period acquisition of Gummy USA LLC raise concerns about financial stability and shareholder value, leading to a mixed but slightly negative sentiment.

Positives

  • Revenue increased by 19% for the six months ended June 30, 2025, demonstrating strong top-line growth.
  • Net loss significantly narrowed by 55.6% for the six-month period, indicating improved financial performance.
  • Cash on hand increased to $200,494 as of June 30, 2025.
  • Net cash provided by financing activities improved from a net use of $(59,020) in 2024 to a net provision of $30,539 in 2025 for the six-month period.
  • Strategic acquisition of Gummy USA LLC post-period end is expected to drive future growth and expand product offerings in the nutraceutical market.

Negatives

  • The company continues to incur net losses and has an accumulated deficit of $(19,572,083) as of June 30, 2025.
  • Gross profit margin slightly decreased for the six-month period, from 56% to 53.57%.
  • General and administrative expenses increased significantly by 27% for the six months, impacting profitability.
  • Disclosure controls and procedures were concluded to be not effective due to material weaknesses, raising concerns about financial reporting reliability.
  • Net cash provided by operating activities decreased from $187,809 in 2024 to $77,237 in 2025 for the six-month period.
  • The acquisition of Gummy USA LLC involved substantial dilution, with 13,075,920 shares issued representing 77.5% of post-transaction outstanding common stock.

Risks

  • The company's ability to continue as a going concern is dependent on its ability to raise additional capital from the sale of common stock or other means.
  • There is no assurance that future financing will be available or, if available, that it will be on commercially favorable terms.
  • Future financing will likely be dilutive to existing stockholders.
  • Material weaknesses exist in the design and operation of disclosure controls and procedures, which could adversely affect the ability to record, process, summarize, and report financial information.
  • The company's products have not been evaluated by the FDA or any similar regulatory body for safety and efficacy.
  • Operating results may fluctuate and be difficult to forecast due to various market and business factors.
  • The company is subject to risks related to raw material costs and availability, new product development, government regulations, adverse publicity, competition, and loss of significant customers or suppliers.

Future Outlook

The company expects strong growth to increase as its direct consumer sales and marketing efforts continue to perform. Management plans to continue seeking funding through debt and equity financing to support the company's growth and research and development of new products.

Management Comments

  • "Over the last year, we have focused on increasing revenue, maintaining our margins, and generating positive cash flow from our existing operations. In large part, we have been successful in meeting these objectives and our business has remained relatively unchanged."
  • "We expect strong growth to increase as our direct consumer sales and marketing efforts continue to perform."
  • "Management plans to keep seeking funding through debt and equity financing which are intended to mitigate the conditions that have raise substantial doubt about the entitys ability to continue as a going concern."

Industry Context

The company operates within the multibillion-dollar nutraceuticals market, specializing in plant-based health supplements targeting high-growth categories such as heart, brain, and immune health. The recent acquisition of Gummy USA LLC indicates a strategic expansion into the gummy supplement segment, aligning with broader industry trends towards diverse and convenient product formats.

Comparison to Industry Standards

  • The company's revenue growth of 19% for the six months ended June 30, 2025, is strong for the nutraceutical sector, which generally sees steady growth, but specific comparable company growth rates are not provided in the filing.
  • The continued accumulated deficit and going concern warning suggest the company is still in a growth and development phase, not yet achieving the profitability or financial stability of more mature, established players in the health supplement industry.
  • The lack of FDA evaluation for the company's products differentiates it from pharmaceutical companies or highly regulated supplement manufacturers, potentially impacting market perception and consumer trust compared to those with more stringent regulatory oversight.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Disclosure Controls and ProceduresDisclosure controls and procedures were evaluated and concluded to be not effective at the reasonable assurance level due to material weaknesses identified in the Annual Report on Form 10-K.2025-06-30Indicates a need for significant improvement in internal controls over financial reporting to ensure accurate and timely financial disclosures.

Legal Proceedings

  • No updates to the disclosure of legal proceedings from the Annual Report on Form 10-K.
  • The company is from time to time involved in various pending or threatened legal actions in the ordinary course of business.
  • Management believes that matters currently pending or threatened are not expected to have a material adverse effect on the company's financial position or results of operations.

Related Party Transactions

  • Accrued interest payable to related parties totaled $39,823 as of June 30, 2025, up from $31,652 at December 31, 2024.
  • Notes payable to related parties (current portion) decreased to $177,500 as of June 30, 2025, from $399,388 at December 31, 2024.
  • Notes payable to related parties (non-current portion) increased to $193,099 as of June 30, 2025, from $0 at December 31, 2024.
  • Unsecured debt A: $666 outstanding as of June 30, 2025, from a shareholder, 0% interest, no due date.
  • Unsecured debt I: $177,500 outstanding as of June 30, 2025, 15% interest, due June 30, 2025.
  • Unsecured debt L: $192,433 outstanding as of June 30, 2025, 15% interest, due October 24, 2027.
  • No expenses were paid to an officer and director for salaries for the three months ended June 30, 2025, or the year ended December 31, 2024.

Stakeholder Impact

  • Shareholders face significant potential dilution from future equity financing and the recent Gummy USA LLC acquisition (77.5% of post-transaction shares), alongside ongoing risks from the accumulated deficit and going concern warning.
  • Creditors' ability to be repaid depends on the company's success in raising additional capital and increasing revenues, posing a risk to their investment.
  • Customers may benefit from continued product availability and potential new offerings resulting from the Gummy USA LLC acquisition.

Next Steps

  • Continue direct consumer sales and marketing efforts to drive revenue growth.
  • Seek additional debt and equity financing to fund operations and growth initiatives.
  • Address and remediate identified material weaknesses in disclosure controls and procedures.
  • Integrate the operations of the newly acquired Gummy USA LLC.

Key Dates

DateDescription
2014-12-19Company incorporated in Nevada as Grey Cloak Tech Inc.
2017-10-16Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock filed, reducing designated shares and changing conversion/voting rights.
2018-01-31Company increased authorized common shares to 1,000,000,000.
2018-04-30Company increased authorized common shares to 2,500,000,000.
2019-02-04All Series A Convertible Preferred Stock converted into common stock.
2020-04-03Acquisition of Ultimate Brain Nutrients, LLC.
2020-10-23Company changed its name from Grey Cloak Tech Inc. to Healthy Extracts Inc.
2023-01-13Company entered into an Acquisition Agreement for Hyperion, L.L.C. and Online Publishing & Marketing, LLC (subsequently terminated).
2023-12-29Company decreased authorized common shares to 50,000,000 and effectuated a 120-for-1 reverse stock split.
2024-04-18Received Notice of Termination of Acquisition Agreement from Hyperion, L.L.C. and Online Publishing & Marketing, LLC.
2025-04-16Convertible promissory note #3 was converted by the note holder, and common stock shares were issued.
2025-06-20Company entered into Secured debt L.
2025-06-30End of the quarterly period reported in this Form 10-Q.
2025-07-18Company issued 653,458 shares of common stock for services rendered.
2025-07-19Company entered into a Membership Interest Purchase Agreement (MIPA) with Gummy USA LLC (GUSA) and acquired 100% of GUSA.
2025-08-05Date the financial statements were available to be issued.
2025-08-06Number of common stock shares issued and outstanding was 16,870,868.
2025-08-13Date the Quarterly Report on Form 10-Q was signed.

Recommendation

hold

While the company demonstrates promising revenue growth and a reduced net loss, significant concerns persist regarding its going concern status, material weaknesses in internal controls, and the substantial dilution from the recent Gummy USA LLC acquisition. The acquisition could be a positive long-term strategic move, but its immediate impact on shareholder value is dilutive. Investors should hold to observe the successful integration of GUSA, the effectiveness of new capital raises, and improvements in internal controls before considering further investment. The company remains in a high-risk, high-reward phase.

Keywords

Nutraceuticals, Health supplements, Plant-based products, SEC filing, 10-Q, Financial results, Corporate governance, Going concern, Acquisition, Gummy USA, BergaMet, Ultimate Brain Nutrients

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