SEC Info - Nutralife Biosciences, Inc.

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		Alternative Formats (Word, et al.) Controls and Procedures Defaults Upon Senior Securities Exhibits Financial Information Financial Statements (unaudited) Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Mine Safety Disclosures Other Information Part I -- FINANCIAL INFORMATION Part II -- OTHER INFORMATION Quantitative and Qualitative Disclosures about Market Risk Risk Factors Signatures Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Part I -- FINANCIAL INFORMATION
"	Financial Statements (unaudited)
"	Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Quantitative and Qualitative Disclosures about Market Risk
"	Controls and Procedures
"	Part II -- OTHER INFORMATION
"	Legal Proceedings
"	Risk Factors
"	Unregistered Sales of Equity Securities and Use of Proceeds
"	Defaults Upon Senior Securities
"	Mine Safety Disclosures
"	Exhibits
"	Signatures

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Former name, former address and former fiscal year, if changed since last report: N/A

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 ☒ i 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 ☒ i 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.

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 is a shell company (as defined in Rule 12b-2 of the Act.) Yes ☐ i No ☒

The number of shares outstanding of the registrant’s common stock as of June 30, 2022, was i 177,367,217 shares.

Information contained in this quarterly report on Form 10-Q contains “forward-looking statements.” These forward-looking statements are contained principally in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events, including, but not limited to: our future financial performance; the continuation of historical trends; the sufficiency of our resources in funding our operations; our intention to engage in mergers and acquisitions; and our liquidity and capital needs. Our forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. These risks, uncertainties and other factors include but are not limited to: the risks of limited management, labor and financial resources; our ability to establish and maintain adequate internal controls; our ability to develop and maintain a market in our securities; and our ability obtain financing, if and when needed, on terms that are acceptable. Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

As used in this quarterly report on Form 10-Q, “we,” “our,” “us” and the “Company” refer to NutraLife BioSciences, Inc., a Florida corporation, and its subsidiaries unless the context requires otherwise.

The accompanying notes are an integral part of these condensed consolidated financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of the results of operations and financial condition of the Company for the quarters ended June 30, 2022 and March 31, 2022, should be read in conjunction with the other sections of this Quarterly Report, including the Financial Statements and notes thereto of the Company included in this Quarterly Report. The various sections of this discussion contain forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties as well as other matters over which we have no control. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report.

NutraLife BioSciences, Inc., a Florida corporation (“us”, “we” or “our”) was formed as a limited liability company in the state of Florida on April 1, 2010, to engage in the development and distribution of nutritional and dietary oral spray products. On December 3, 2012, we converted from a Limited Liability Company to a Florida Corporation.

We manufacture and distribute oral spray nutritional and dietary products. Our distribution strategy includes selling to private label customers retailers, distributors, and consumers through retail outlets.

We had sales of $136,313 and $175,469 for the six months ended June 30, 2022 and 2021, respectively, or a 22.3% decrease.

Cost of sales was $127,790 compared to $132,284 for the six months ended June 30, 2022 and 2021, respectively, or a 3.4% decrease. This decrease is directly related to the decrease in sales and production volume resulting from the shutdowns and business disruptions from the pandemic. The Company also significantly increased its production labor force.

Gross margin was $8,523 and $43,185 for the six months ended June 30, 2022 and 2021, respectively, or an 80.3% decrease.

General and administrative expenses were $836,548 compared to $899,274 for the six months ended June 30, 2022 and 2021, respectively, or a 6.9% decrease. This decrease is primarily due to the disruptions in the Company’s operations from the pandemic.

Stock based compensation was $390,515 and $2,394,514 for the six months ended June 30, 2022 and 2021, respectively, or a 83.7% decrease.

Finance costs were $660,580 compared to $1,260,378 for the six months ended June 30, 2022 and 2021, respectively, a decrease of $599,798. This decrease is the result of recognizing the expenses related to warrants issued as compensation for debt conversion in the prior year.

We incurred a net loss of ($1,984,651) compared to ($4,311,757) for the six months ended June 30, 2022 and 2021, respectively.

We had sales of $55,835 and $39,096 for the three months ended June 30, 2022 and 2021, respectively, or 42.9% increase from the first quarter of 2021.

Cost of sales was $4,665 compared to $35,416 for the three months ended June 30, 2022 and 2021, respectively, or 86.8% decrease.

Gross profit was $51,170 and $3,680 for the three months ended June 30, 2022 and 2021, respectively, or 1,290.5% increase.

General and administrative expenses were $457,474 compared to $461,719 for the three months ended June 30, 2022 and 2021, respectively, a decrease of 0.9%. This decrease is primarily due to the disruptions in the Company’s operations from the pandemic.

Stock based compensation was $174,975 and $200,000 for the three months ended June 30, 2022 and 2021, respectively, a decrease of $25,025.

Our finance costs were $305,197 compared to $1,140,450 for the three months ended June 30, 2022 and 2021 respectively, a decrease of $835,253.

We incurred a net loss of ($900,842) compared to ($1,810,471) for the three months ended June 30, 2022 and 2021 respectively.

Historically, the Company’s primary cash needs have been related to working capital items, which the Company has largely funded through our revenues, working capital, cash on hand, proceeds from lending and proceeds from the issuance of stock.

As of June 30, 2022, the Company had a cash balance of $51,802. Failure to successfully continue to grow operational revenues could harm our profitability and adversely affect our financial condition and results of operations. We face all of the risks inherent in a new business, including the need for significant additional capital, management’s potential underestimation of initial and ongoing costs, and potential delays and other problems in connection with establishing sales channels.

We are continuing our plan to further grow and expand operations and seek sources of capital to pay our contractual obligations as they come due. Management believes that its current operating strategy will provide the opportunity for us to continue as a going concern as long as we are able to obtain additional financing; however, there is no assurance this will occur. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Cash used in operating activities is net income adjusted for certain non-cash items and changes in certain assets and liabilities, such as those included in working capital.

For the first three months of 2022, the Company’s operating activities used cash of $701,373, compared to the first quarter of 2021 which used cash of $629,456. For details of the operating cash flows refer to the condensed consolidated statements of cash flows in Part I – Financial Information.

During the six months ended June 30, 2022, the Company’s investing activities included the acquisition of a license for $500,000 and an investment of $225,000 for an aggregate of $725,000.

During the six months ended June 30, 2022, we received proceeds of $1,110,000 for revenue share agreements, $223,750 form the issuance of debt, net of $86,500 for the repayment of debt and $9,646 for the payment of finance leases.

Our financial statements have been prepared in accordance with U.S. GAAP. The preparation of our financial statements requires us to make estimates and assumptions that affect the amounts and disclosures in the financial statements. Our estimates are based on our historical experience, knowledge of current events and actions we may undertake in the future, and on various other factors that we believe are reasonable under the circumstances. Our critical accounting policies and estimates are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies” in our Annual Report on Form 10-K filed with the SEC on April 11, 2022. There were no material changes to our accounting policies during the six months ended June 30, 2022.

(See “Recently Issued Accounting Pronouncements” in Note 2 of Notes to the Condensed Consolidated Financial Statements.)

As a smaller reporting company, we are not required to provide the information called for by this Item.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2022. Based upon this evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of June 30, 2022.

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended June 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. 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. Litigations applicable to the Company are discussed as follows.

Hamilton v. the Company: Hamilton & Associates Law Group, P.A. v. Nutralife Biosciences, Inc. f/k/a Nutrafuels, Inc., Case No. 50-2020-CA-008435, was filed in the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida on August 9, 2020. In the suit, Hamilton & Associates Law Group, P.A. sets forth purported claims for breach of contract, and in the alternative, account stated, open account, unjust enrichment, and quantum meruit. Plaintiff requests a judgment for damages in the principal sum of $150,005, plus an award of attorneys’ fees and costs pursuant to a legal services agreement dated January 7, 2019, as well as pre-judgment interest and post-judgment interest. The Hamilton matter filed directly against the Company initially included a claim against Edgar Ward, but the individual claim has been dropped. The prior engagement agreement between the Hamilton law firm and the Company (for 2018) was in the nature of a flat fee engagement, in which shares were provided in lieu of cash payments. The Company maintains that the change in the engagement of the law firm (from 2018 to 2019) in terms of the nature of payment was not disclosed or explained adequately, and the Company was unaware of any claim that sums remained unpaid, as all fees were understood to be paid as a result of the shares of stock provided. The claim was filed on August 9, 2020, and is not set for trial, and only documentary discovery has been conducted to date.

Native American Partners v. the Company: Native American Partners LLC, including NAVF Holdings and NAVF-Pharma, subsidiary companies, and Best Darn Brands, LLC, and its subsidiaries v. Nutralife Biosciences Inc., Case No. CACE-20-009352, was filed in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida. This action was filed on June 5, 2020, against both the Company and Edgar Ward. However, the claim against Mr. Ward was later dropped. The claim asserted that the Company failed to comply with the confidentiality imposed by a non-disclosure agreement signed by plaintiff and defendant. Plaintiff claims that defendant proceeded with the development of a hand sanitizer product that was first revealed to defendant by the plaintiff, however, defendant asserted that the product produced was different (gel vs. spray) and that defendant had contemplated developing the product (the Covid 19 pandemic was already underway) well in advance of the signing of the NDA. In the Amended Complaint filed on July 9, 2020, plaintiffs demanded injunctive relief and damages for conversion, fraudulent misrepresentation, fraud in the inducement, equitable accounting, unjust enrichment, quantum meruit, breach of contract, and negligent misrepresentation. We obtained a dismissal of this Amended Complaint on February 8, 2021, based on the arbitration provision included in the written contract at issue between the parties. At this time, the plaintiffs have not filed another court action that we are aware of. We are also not yet aware of any arbitration initiated by the plaintiff.

Ortiz v. the Company: Jose Ortiz v. Nutralife Biosciences, Inc. f/k/a Nutrafuels, Inc., Case No. CACE-29-017957, was filed in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida, on October 28, 2020. In this matter, Mr. Ortiz is seeking a judgment for damages, attorneys’ fees, and other costs relating to defendant’s purported breach of an employment agreement dated March 18, 2015. We do not believe that this claim is valued at greater than $5,000. Ortiz’ claim was filed on October 28, 2020, asserting improper discharge from employment, and failure to pay wages and benefits, however, we believe (and have filed summary judgment asserting) that the claim was filed too late, in contravention of the applicable statute of limitations.

As a smaller reporting company, the Company is not required to provide information under this Item.

During the quarter ended June 30, 2022, and to date, we offered and sold the securities below which were not registered under the Securities Act of 1933, as amended (the “Securities Act”). None of the issuances involved underwriters, underwriting discounts or commissions. We relied upon Sections 4(2) of the Securities Act, and Rule 506(b) of the Securities Act for the offer and sale of the securities.

In March, 2021, the Company issued 10 shares of Series B Convertible Preferred Stock to three consultants as part of their compensation agreements. The consultant compensation was valued at $164,524 using the trading price of the equivalent common stock on the date of issuance.

In April 2021, the Company issued 2,000,000 warrants to its Production Manager as compensation. The warrants have an exercise price of $0.1025 and expire 3 years after issuance.

In April through June 2021, the Company issued 3,662,500 shares of common stock and 14,650,000 warrants in exchange for $1,193,000. The warrants have an exercise price of $0.08 per share and expire 2 years after issuance.

In June 2021, the Company entered into two Note Exchange Agreements whereby previous note holders of the Company agreed to exchange their current notes that were in default, for new promissory notes, shares of common stock totaling 1,997,312, and warrants to acquire an aggregate of 7,989,250 shares of common stock. The warrants are exercisable at $0.08 per share and expire two years from the dates of the new promissory notes.

In March 2022, the Company issued 8 shares of Series B Convertible Preferred Stock to three consultants as part of their compensation agreements. The consultant compensation was valued at $164,524 using the trading price of the equivalent common stock on the date of issuance.

In April 2022, a shareholder converted three shares of Series B Preferred stock into 448,701 shares of common stock.

During the quarter ended June 30, 2022, the Company issued 1,825,000 shares of common stock for services aggregating $174,974, valued using the trading price on the date of issuance.

In August 2022, the Company issued 475,688 shares of common stock with an aggregate value of $38,055 for promissory note conversion.

The exhibits listed on the Exhibit Index below are provided as part of this report.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

i Florida		i 46-1482900
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

i 6601 Lyons Road, i Suite L-6, i Coconut Creek, i FL		i 33073
(Address of principal executive offices)		(Zip Code)

Large accelerated filer	☐	Accelerated filer	☐
i Non-accelerated filer	☒	Smaller reporting company	i ☒
		Emerging growth company	i ☐

	June 30, 2022			December 31, 2021
	(Unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	i 51,802		$	i 135,769
Accounts receivable, net of allowance for doubtful accounts in the amount of $ i 0 and $ i 0		i 32,002			i 44,198
Inventories		i 352,782			i 309,334
Prepaid and other current assets		i 1,500			i 28,997
Total current assets		i 438,086			i 518,298

Property and equipment, net		i 2,240,500			i 2,265,196

Operating lease right-of-use assets		i 569,281			i 449,155
Investments		i 1,283,326			i 383,326
Deposit on equity and license agreement		-			i 675,000
License, net		i 402,777			-
Intangible asset, net		i 235,556			i 525,150
Other assets		i 35,000			i 35,000

Total Assets	$	i 5,204,526		$	i 4,851,125

Liabilities and Stockholders’ Equity

Current Liabilities:
Accounts payable	$	i 248,386		$	i 283,164
Accrued expenses (related party $ i 177,304 and $ i 148,552)		i 1,250,756			i 1,043,891
Deferred revenue		i 42,225			i 70,521

Liability for stock to be issued		i 38,055			i 265,500
Current portion of finance leases		i 8,629			i 17,161
Current portion of operating lease liability		i 211,374			i 141,911
Notes payable, net of unamortized discount of $ i 63,809 and $ i 200,542 (related party $ i 1,000,000 and $ i 1,000,000)		i 2,424,921			i 2,621,506
Other current liability		i 33,000			i 33,000

Total current liabilities		i 4,257,346			i 4,476,654

Long-term Liabilities:

Notes payable - SBA, net of current portion		i 10,000			i 10,000
Operating lease liability, net of current portion		i 399,135			i 350,887
Revenue share agreements payable		i 2,305,502			i 725,000
Finance leases, net of current portion		-			i 1,114

Total liabilities		i 6,971,983			i 5,563,655

Stockholders’ Equity
Preferred stock; $ i i 0.0001 / par value, authorized i i 10,000 / shares
i i i i 1,000 / / / shares Series A issued and outstanding		1			1
i i 32 / and i i 27 / shares Series B issued and outstanding		-			-
Preferred stock value
Common stock; $ i i 0.0001 / par value, i i 499,990,000 / authorized shares; i i 176,147,535 / and i i 171,398,834 / shares issued and outstanding		i 17,608			i 17,133
Additional paid-in-capital		i 47,757,893			i 46,828,644
Accumulated deficit		( i 49,542,959	)		( i 47,558,308	)
Total stockholders’ (deficit) equity		( i 1,767,457	)		( i 712,530	)

Total Liabilities and Stockholders’ Equity	$	i 5,204,526		$	i 4,851,125

	Number Shares		Par Amount		Number Shares			Par Amount		Shares Common		Amount Common		Paid-in Capital		Accumulated Deficit			Equity (Deficit)
	Preferred Stock																		Total
	Series A				Series B					Number		Par		Additional					Stockholder’s
	Number Shares		Par Amount		Number Shares			Par Amount		Shares Common		Amount Common		Paid-in Capital		Accumulated Deficit			Equity (Deficit)

Balance, January 1, 2022		i 1,000	$	i 1		i 27		$	-		i 171,398,834	$	i 17,133	$	i 46,828,644		( i 47,558,308	)	$	( i 712,530	)

Preferred stock issued for services		-		-		i 8			-		-		-		i 106,940		-			i 106,940

Warrants issued in connection with debt exchange		-		-		-			-		-		-		i 225,000		-			i 225,000

Shares and warrants issued for cash		-		-		-			-		i 1,375,000		i 138		i 109,862		-			i 110,000

Shares issued for service		-		-		-			-		i 1,100,000		i 110		i 108,490					i 108,600

Net Loss		-		-		-			-		-		-		-		( i 1,084,213	)		( i 1,084,213	)
Balance, March 31, 2022		i 1,000	$	i 1		i 35		$	-		i 173,873,834	$	i 17,381	$	i 47,378,936	$	( i 48,642,521	)	$	( i 1,246,203	)

Common stock and warrants issued for services		-		-		-			-		i 1,825,000		i 182		i 174,792		-			i 174,974

Conversion series B preferred stock to common stock		-		-		( i 3	)		-		i 448,701		i 45		-		-			i 45

Warrants issued in connection with debt conversion		-		-		-			-		-		-		i 204,165		-			i 204,165

Net Loss																	( i 900,438	)		( i 900,438	)
Balance, June 30, 2022		i 1,000	$	i 1		i 32		$	-		i 176,147,535	$	i 17,608	$	i 47,757,893	$	( i 49,542,959	)	$	( i 1,767,457	)

Balance, January 1, 2021		i 1,000	$	i 1		i 20		$	-		i 160,419,488	$	i 16,036	$	i 42,015,874	$	( i 41,730,801	)	$	i 301,110
Balance, January 1, 2021		i 1,000	$	i 1		i 20		$	-		i 160,419,488	$	i 16,036	$	i 42,015,874	$	( i 41,730,801	)	$	i 301,110

Preferred stock issued for services		-		-		10					-		-		i 164,524		-			i 164,524

Warrants issued in connection with debt financing		-		-		-			-		-		-		i 199,100		-			i 199,100

Warrants issued as compensation		-		-		-			-		-		-		i 2,029,990		-			i 2,029,990

Net loss																	( i 2,501,086	)		( i 2,501,086	)
Balance, March 31, 2021		i 1,000	$	i 1		i 30		$	-		i 160,419,488	$	i 16,036	$	i 44,409,488	$	( i 44,321,887	)	$	i 193,638

Common stock and warrants issued for cash		-		-		-			-		i 2,412,500		i 241		i 192,759		-			i 193,000

Common stock issued in connection with debt conversions and accrued interest		-		-		-			-		i 1,997,312		i 199		i 159,585		-			i 159,784

Warrants issued as compensation		-		-		-			-		-		-		i 200,000		-			i 200,000

Warrants issued in connection with debt conversion		-		-		-			-		-		-		i 962,176		-

Net loss																	( i 1,810,671	)		( i 1,810,671	)
Balance, June 30, 2021		i 1,000	$	i 1		i 30		$	--		i 164,829,300	$	i 16,476	$	i 45,924,008	$	( i 46,042,558	)	$	( i 102,073)
Balance, June 30, 2021		i 1,000	$	i 1		i 30		$	--		i 164,829,300	$	i 16,476	$	i 45,924,008	$	( i 46,042,558	)	$	( i 102,073)


	For the Six Months Ended June 30, 2022			For the Six Months Ended June 30, 2021

OPERATING ACTIVITIES
Net loss	$	( i 1,984,651	)	$	( i 4,311,757	)
Adjustments to reconcile net loss to net cash used in operating activities:
Income from debt forgiveness		-			( i 244,700	)
Depreciation		i 24,696			i 26,924
Warrants issued in connection with finance costs		i 429,165			i 962,176
Stock-based compensation		i 390,515			i 2,394,514
Amortization of debt discount		i 153,165			i 180,509
Amortization of right of use asset		i 88,918			i 103,617
Amortization of intangible asset		i 24,094			i 32,484
Amortization of license		i 97,223			-
Bad debt		( i 11,800	)		-

Changes in operating assets and liabilities:
Accounts receivable		i 23,996			i 81,238
Inventories		( i 43,448	)		( i 19,245	)
Prepaid expenses		i 27,497			-
Accounts payable		( i 34,778	)		i 92,865
Accrued expenses		i 233,664			i 192,300
Deferred revenue		( i 28,296	)		( i 12,700	)
Operating lease liabilities		( i 91,333	)		( i 107,681	)

Net Cash Used in Operating Activities		( i 701,373	)		( i 629,456	)

INVESTING ACTIVITIES
Purchase of license		( i 500,000	)		-
Purchase of investment		( i 225,000	)		-

Net Cash Used in Investing Activities		( i 725,000	)		-

FINANCING ACTIVITIES
Proceeds from SBA financing		-			i 243,275
Proceeds from debt issuances		i 223,750			i 215,000
Common stock and warrants issued for cash		i 110,000			i 193,000
Payments on finance leases		( i 9,646	)		( i 9,906	)
Repayments of debt		( i 86,500	)		-
Proceeds from revenue share agreements		i 1,110,000			-
Payments on revenue share agreements		( i 5,198	)		-

Net Cash Provided by Financing Activities		i 1,342,406			i 641,369

NET CHANGE IN CASH AND CASH EQUIVALENTS		( i 83,967	)		i 11,913

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		i 135,769			i 742

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	i 51,802		$	i 12,655

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid for interest	$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES

Debt and accrued interest converted to equity	$	i 38,055		$	i 159,784
Warrants issued for the issuance of debt	$	i 429,165		$	i 199,100
Right of use asset addition under ASC 842	$	i 209,044		$	-
Operating lease liabilities under ASC 842	$	i 209,044		$	-
Debt and accrued interest exchanged for revenue share agreement	$	i 457,700		$	-

Nutralife Biosciences, Inc. – ‘10-Q’ for 6/30/22

On: Monday, 8/22/22, at 12:10pm ET · For: 6/30/22 · Accession #: 1493152-22-23676 · File #: 0-55144

Previous ‘10-Q’: ‘10-Q’ on 5/23/22 for 3/31/22 · Next & Latest: ‘10-Q’ on 11/21/22 for 9/30/22 · 3 References:

Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q’ — Quarterly Report

Document Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

3 Previous Filings that this Filing References

Title of each class		Trading Symbol(s)		Name of exchange on which registered
N/A		N/A		N/A

Part I – FINANCIAL INFORMATION		3

Item 1.	Financial Statements (unaudited)	F-1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	6

Item 4.	Controls and Procedures	6

Part II – OTHER INFORMATION		7

Item 1.	Legal Proceedings	7

Item 1A.	Risk Factors	7

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8

Item 3.	Defaults Upon Senior Securities	8

Item 4.	Mine Safety Disclosures	8

Item 5.	Other Information	8

Item 6.	Exhibits	9

SIGNATURES		10

	June 30, 2022		December 31, 2021
Raw Materials	$	i 70,831	$	i 60,630
Finished Goods		i 281,951		i 248,704
Inventories	$	i 352,782	$	i 309,334

	June 30,2022		June 30,2021
	(Shares)		(Shares)
Warrants		i 78,978,575		i 82,499,848
Series B Preferred Stock		i 4,786,144		i 4,487,010
Convertible notes payable, and accrued interest		i 7,760,001		i 6,013,466
Antidilutive Securities		i 91,524,720		i 93,000,324

	1.	The lease transfers ownership of the underlying asset to the lessee by the end of the lease term.
	2.	The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise.
	3.	The lease term is for the major part of the remaining economic life of the underlying asset.
	4.	The present value of the sum of lease payments and any residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset.
	5.	The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

	June 30, 2022			December 31, 2021
Furniture and equipment	$	i 1,959,694		$	i 1,959,694
Leasehold improvements		i 840,728			i 840,728
Property and equipment, at cost		i 2,800,422			i 2,800,422
Less: accumulated depreciation		( i 559,922	)		( i 535,226	)
Property and equipment,net	$	i 2,240,500		$	i 2,265,196


2022 (remainder of year)	$	i 15,704
2023		i 31,407
2024		i 31,407
2025		i 31,407
2026		i 31,407
Thereafter		i 94,224
Estimated Amortization Expense	$	i 235,556


2022 (Remainder of year)	$	i 83,332
2023		i 166,667
2024		i 152,778
Estimated Amortization Expense	$	i 402,777

	1.	The shares are not entitled to dividends or liquidation preferences.
	2.	i Each share has voting rights equal to 500,000 shares of the Company’s common stock.
	3.	So long as Series A Preferred shares are outstanding, the Company cannot take certain actions (as defined in the certificate of designation) without the consent of the holders of 100% of the Series A Preferred shares.


Undiscounted future minimum lease payments:

2022 (remainder of year)	$	i 129,000
2023		i 267,000
2024		i 275,000
2025		i 47,000
Total undiscounted future minimum lease payments		i 718,000
Less: amount representing imputed interest		( i 107,000	)
Operating lease liability	$	i 611,000

		2022				2021
Cash paid for amounts included in the measurement of operating lease liabilities		$	i 178,869			$	i 252,648


2022 (remainder of year)	$	i 7,000
2023		i 2,100
Total undiscounted future minimum lease payments		i 9,100
Less: amount representing interest		( i 471	)
Less: current portion		i 8,629
Present value of minimum lease payments, net of current portion	$	-

	●	We are not a blank check company;
	●	We filed a Form D, Notice of Sales, with the SEC;
	●	Sales were not made by general solicitation or advertising;
	●	All certificates had restrictive legends;
	●	Sales were made to persons with a pre-existing relationship to our Chief Executive Officer and Sole Director, Edgar Ward; and
	●	Sales were made to investors who represented that they were accredited investors.

Exhibit 3.1		Articles of Organization of Nutrafuels, LLC, a Florida Limited Liability Company (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 filed with the SEC on November 1, 2017).

Exhibit 3.2		Certificate of Conversion from a Florida Limited Liability Company to a Florida Corporation (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10 filed with the SEC on November 1, 2017).

Exhibit 3.3		Articles of Incorporation of Nutrafuels, Inc., a Florida Corporation (Incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form 10 filed with the SEC on November 1, 2017).

Exhibit 3.4		Certificate of Designation of Series A Preferred Shares (Incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form 10 filed with the SEC on November 1, 2017).

Exhibit 3.5		Bylaws of Nutrafuels, Inc (Incorporated by reference to Exhibit 3.5 to the Company’s Registration Statement on Form 10 filed with the SEC on November 1, 2017).

Exhibit 3.6		Articles of Amendment to Articles of Incorporation (Incorporated by reference to Exhibit A of the Company’s Definitive Schedule 14C filed with the SEC on February 15, 2019).

Exhibit 3.7		Articles of Amendment (Certificate of Designations for Series B Preferred Stock) filed September 30, 2020 with the Florida Department of State. (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2020).

31.1*		Certification of principal executive and financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.

32.1*		Certification of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.

101.INS*		INLINE XBRL INSTANCE

101.SCH*		INLINE XBRL TAXONOMY EXTENSION SCHEMA

101.CAL*		INLINE XBRL TAXONOMY EXTENSION CALCULATION

101.DEF*		INLINE XBRL TAXONOMY EXTENSION DEFINITION

101.LAB*		INLINE XBRL TAXONOMY EXTENSION LABELS

101.PRE*		INLINE XBRL TAXONOMY EXTENSION PRESENTATION

104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

	NutraLife BioSciences, Inc.

Dated: August 22, 2022	By:	/s/ Edgar Ward
		Edgar Ward
		Chief Executive Officer (principal executive, accounting, and financial officer)

Signature	Title	Date

/s/ *Edgar Ward*	Chief Executive Officer and Sole Director	August 22, 2022
Edgar Ward	(principal executive officer and principal financials and accounting officer)

This ‘10-Q’ Filing	Date	Other Filings

	3/31/23
	12/15/22
Filed on:	8/22/22
For Period end:	6/30/22	NT 10-Q
	4/11/22	10-K
	3/31/22	10-Q, NT 10-Q
	1/1/22
	12/31/21	10-K, NT 10-K
	12/30/21
	6/30/21	10-Q, 10-Q/A
	3/31/21	10-Q, NT 10-K
	2/8/21
	1/1/21
	12/7/20
	11/2/20
	10/28/20
	9/30/20	10-Q, 8-K
	8/9/20
	7/9/20
	6/5/20
	1/7/20
	12/7/19
	7/7/19
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	3/18/15
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	4/1/10
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