We reported net sales of $0  and $337,046 for the six months ended June 30, 2021 and 2020, respectively.  Sales in the six months ended June 30, 2020 related to certain strategic partnership contracts during that six month period, with no similar contracts in the current six month period ended June 30, 2021.

Costs of goods sold totaled $278,790 in the six months ended June 30, 2020 and $0  in the six months ended June 30, 2021.

Gross profit for the six months ended June 30, 2020 totaled $58,256 compared to $0  for the six months ended June 30, 2021.

Accrued salaries totaled $1,221,575 and $347,750, respectively for the six months ended June 30, 2021 and 2020.  The increase in salary expenses over the six months ended June 30, 2020 is a direct result of the addition of various new employees to assist in development of branding, product packaging, website development and corporate messaging.

Contract labor expenses totaled $21,018 and $35,646 for the six months ended June 30, 2021 and 2020.  The decrease in expenses over the six months ended June 30, 2020 is a direct result of the wind down set up costs for certain areas of our operation.

Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. While the Company has generated revenues, these revenues are not yet sufficient to meet the Company’s ongoing operational overhead.  At June 30, 2021, the Company had a working capital deficit of $2,936,611 and an accumulated deficit of $4,373,333. The continuation of the Company as a going concern is dependent upon the continued financial support from its officers, directors and founding shareholder, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business.  We intend to fund operations with capital raised from an ongoing Tier 2 offering pursuant to Regulation A under the Securities Act, along with the proceeds from a loan agreement with our majority stockholder, Lindsay Giguiere, however, there is no guarantee of continued funding under the loan agreement. Amounts advanced under the loan are unsecured, non-interest bearing and have a term of 3 years.

The Company entered into an Asset Purchase Agreement with Healthcare Technologies LLC (“HT”) on September 2, 2020 to acquire a telehealth/patient communications and customer relationship management software platform, which the Company will use to build and launch its own proprietary, cloud-based telehealth/telemedicine services business. Pursuant to the Asset Purchase Agreement, as consideration for the purchased software assets, the Company will pay $500,000 and issue 500,000 shares of Common Stock to HT and/or its assignee at the closing, which is expected to occur following once the Company has raised at least $1,000,000 in gross proceeds under its Regulation A Offering currently being undertaken. At the closing, the Company will enter into a separate licensing agreement with HT’s affiliates, BodyPro Chiropractic and Wellness and Dr. Tony Ganem, pursuant to which HT’s affiliates will license back the software for the limited purpose of the continuation of their existing medical practice. Following the closing, if the Company licenses the software to any third-party licensee mutually agreed upon by the parties, the Company will pay to HT a royalty fee equal to 50% of any licensing fees received by the Company from such licensee. The Company will also pay HT an amount equal to 50% of the net profit of any affiliate sales in which the purchased assets are used to generate the sale. The asset acquisition has not yet closed as of June 30, 2021.

The Company entered into a License and Manufacturing Agreement on September 28, 2021 with Endocanna Health Inc. whereunder Endocanna will manufacture certain branded products which may be distributed by the Company under its own branded packaging or under license, under the Endocanna brands.  Under the terms of the agreement the Company agrees to certain minimum annual commitments in the initial four years for samples and lab fees, as well as certain development and customization fees to be determined on per project basis.

Greenfield Groves Inc. (the “Company” or “Greenfield”) was incorporated in the State of Nevada on February 19, 2019 (“Inception”).

The Company’s product lines and telehealth services include: general wellness and medical applications; alternative and holistic medicines combining organically grown botanicals, hemp-derived cannabinoids, and other botanical ingredients found in modern-day self and home-care product formulations; traditionally prescribed medicines; and overall mental health services.

During the fiscal year ended December 31, 2020 the Company acquired from the Company’s founder and/or incorporated the following limited liability companies:

During the six months ended June 30, 2021, the following further entities have been incorporated:

The entities have been incorporated in order for the Company to pursue a vertically-integrated agribusiness, consumer products and telehealth service business aimed to improve consumer access to personalized health and wellness solutions through a variety of branded consumer products and telehealth/telemedicine services.  Presently the incorporated entities have no operations outside their formation.

On January 13, 2021, the SEC filed a notice of qualification for the Company’s offering on Form 1-A whereby the Company will offer up to 50,000,000 shares of common stock and raise up to $50,000,000 at $1.00 per share, and the Company commenced raising funds under the offering.  

These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. While the Company has generated revenues, these revenues are not yet sufficient to meet the Company’s ongoing operational overhead.  At June 30, 2021, the Company had a working capital deficit of $2,936,611 and an accumulated deficit of $4,373,333. The continuation of the Company as a going concern is dependent upon the continued financial support from its officers, directors and founding shareholder, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company's ability to continue as a going concern.

The recent COVID-19 pandemic could have an adverse impact on the Company going forward.  COVID-19 has caused significant disruptions to the global financial markets, which may severely impact the Company’s ability to raise additional capital and to pursue certain planned business activities. The Company may be required to cease operations if it is unable to finance its’ operations. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report and is highly uncertain and subject to change. Management is actively monitoring the situation but given the daily evolution of the COVID-19 outbreak, the Company is not able to estimate the effects of the COVID-19 outbreak on its operations or financial condition in the next 12 months. There are no assurances that the Company will be able to meet its obligations, raise funds or continue to implement its planned business objectives to obtain profitable operations.

These consolidated financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Consolidation – These consolidated financial statements include the accounts of Greenfield Groves Inc. and its wholly owned, non-operating subsidiaries set out in Note 1 above.  Activities in the subsidiaries to date has been limited to the costs of formation.

All significant intercompany accounting transactions have been eliminated as a result of consolidation. Activities of the subsidiaries are currently limited to costs of formation.

Use of Estimates – The preparation of the financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. Actual results may differ from those estimates.

Cash and Cash Equivalents – The Company considers all highly liquid debt instruments with an original maturity of three months or less at the date of purchase to be cash equivalents.

Fair Value Measurements – Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The accounting guidance establishes a three-level hierarchy for disclosure that is based on the extent and level of judgment used to estimate the fair value of assets and liabilities.

The carrying values of cash, prepaid expense, accounts payable, accrued expense, and notes payable approximate their fair values as of June 30, 2021 and December 31, 2020.

Accounts Receivable and Allowance for Doubtful Accounts – Accounts receivable are stated at their historical carrying amount net of write-offs and allowance for uncollectible accounts. The Company routinely assesses the recoverability of all customer and other receivables to determine their collectibility and record a reserve when, based on the judgment of management, it is probable that a receivable will not be collected, and the amount of the reserve may be reasonably estimated. When collection is no longer pursued, the Company charges uncollectable accounts receivable against reserves. The Company did not have accounts receivable at June 30, 2021 or December 31, 2020.

Inventory – Inventory is stated at the lower of cost or net realizable value, with cost being determined on an average cost basis. The Company performs an assessment of inventory obsolescence to measure inventory at the lower of cost or net realizable value. Factors considered in the determination of obsolescence include slow-moving or non-marketable items. No inventory was written off as being obsolete during the six months ended June 30, 2021 and 2020.

Basic and Diluted Net Income (Loss) Per Share - In accordance with ASC Topic 260 – Earnings Per Share, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive. The computation of basic loss per share for the six months ended June 30, 2021 and 2020 excludes potentially dilutive securities underlying stock options and preferred shares, because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted.

Property & Equipment – Equipment is stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Depreciation is provided on a straight-line basis over the assets estimated useful lives. Maintenance or repairs are charged to expense as incurred. Upon sale or disposition, the historically recorded asset cost and accumulated depreciation are removed from the respective accounts and any related gain or loss is recognized. Furniture and fixtures, computer equipment, and vehicles & farm equipment generally have estimated useful lives of ten, three, and five years, respectively. Leasehold improvements are depreciated over the shorter of their lease term or their useful life.

Impairment of Long-Lived Assets - Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. During the six months ended June 30, 2021 and 2020 there was no impairment of long-lived assets.

Intangible Assets - Intangible assets consists of trademarks, trade names and patent registration costs. Finite-lived intangible assets will be amortized over their estimated useful lives using the straight-line method, which approximates the pattern in which the economic benefits are consumed. Indefinite-lived intangible assets are tested for impairment at least annually and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indefinite-lived intangible assets are impaired if their estimated fair values are less than their carrying value.

Revenue Recognition – The Company has adopted Accounting Standards Codification (‘ASC 606”) — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from agreements and contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations

Revenue Recognition – (Cont’d) in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

Costs of revenue consist of the direct expenses incurred to generate revenue. Such costs are recorded as incurred. The Company’s cost of revenue consists primarily of fees associated with production of private label and non-private label products sold, including packaging, materials and production costs.

The majority of the Company’s revenue contracts represent a single performance obligation related to the fulfillment of customer orders for the purchase of its products, which is primarily related to the Company’s customized lines of products. Net sales reflect the transaction prices for these contracts based on the Company’s agreed selling price, which may then be reduced by trade promotional programs, consumer incentives, and allowances and discounts used to incentivize sales growth. The Company recognizes revenue at the point in time that control of the ordered product is transferred to the customer, which is typically upon shipment to the customer or other customer-designated delivery point. The Company accrues for estimated sales returns by customers based on historical sales return results. The computation of the sales return and discount allowances require that management makes certain estimates and assumptions that effect the timing and amounts of revenue and liabilities recorded.

Deferred Revenue – The Company recognizes a contract liability when a customer payment precedes the completion of performance obligations.

Research and Development Expense – Research and development costs are charged to expense as incurred and include both internal and external product formulation, costs related to adapting new technology to our existing products and concepts and various conceptual and exploratory projects with respect to packaging and marketing. Research and development expense totaled $2,195 and $3,834 for the six months ended June 30, 2021 and 2020, respectively.

Advertising – The Company supports its products with advertising to build brand awareness of the Company’s various products in addition to other marketing programs executed by the Company’s marketing team. The Company believes the continual investment in advertising and associated activities which raise customer and overall consumer awareness is critical to the development and sale of its products. Advertising costs of $94,502 and $Nil were expensed during the six months ended June 30, 2021 and 2020, respectively.

Stock-Based Compensation – The Company records compensation expense associated with stock options and restricted stock based upon the fair value of stock-based awards as measured at the grant date. The Company determines the award values of stock options using the Black Scholes option pricing model. The expense is recognized by amortizing the fair values on a straight-line basis over the vesting period, adjusted for forfeitures when they occur.

Income Taxes – The Company has adopted ASC Topic 740 – “Income Taxes” ASC Topic 740 which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

For the six months ended June 30, 2021, the Company did not have any revenue.  For the six months ended June 30, 2020, two customers accounted for 98% of total gross revenues. 

There were no costs of sales for the six months ended June 30, 2021 as the Company did not generate any revenues for that period.  For the six months ended June 30, 2020, one vendor accounted for approximately 39% of cost of sales. A further 53% of costs was related to inventory purchased from an officer of the Company.

Recent Accounting Pronouncements - Certain new accounting pronouncements that have been issued are not expected to have a material effect on the Company’s financial statements. 

Property and equipment, net, as of June 30, 2021 and December 31, 2020 was as follows:

Depreciation expense for the six months ended June 30, 2021 and 2020 was $17,393 and $17,392, respectively.

Intangible assets consist of registration costs relate to patents and trademarks. The Company capitalizes the registration costs, filing fees and legal fees associated with same and, if granted, the Company will amortize such costs over the useful life, or if rejected, the Company will expense such costs incurred at the time of the rejection.

During the six months ended June 30, 2021, the Company applied for a number of trademarks and incurred registration fees, filing fees and legal fees totaling $55,382  (June 30, 2020 – Nil)

As at June 30, 2021 and December 31, 2020, respectively, the Company had promissory notes outstanding in the amount of $154,496 and $32,000 with various third party lenders.

The Company is authorized to issue 50,000,000 shares of $0.00001 par value preferred stock in one or more designated series, each of which shall be so designated as to distinguish the shares of each series of preferred stock from the shares of all other series and classes. The Company’s board of directors is authorized, without stockholders’ approval, within any limitations prescribed by law and the Company’s Articles of Incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock.

In fiscal 2019, the Company designated 5,000,000 shares of its Preferred Stock as Series A Preferred Stock (the “Series A Preferred”), par value $0.00001. 

Set forth below is a summary of the Series A Certificate of Designation.

Voting 

The shares of Series A Preferred Stock outstanding together shall (i) be entitled to a number of votes equal to 51% of the total number of votes entitled to be cast by holders of Common Stock and Preferred Stock voting together, (ii) be entitled to vote on all matters on which the holders of Common Stock shall be entitled to vote, in the same manner and with the same effect as the holders of Common Stock, (iii) vote together with the Common Stock as a single class, and (iv) be entitled to receive the same prior notice of any stockholders’ meeting as provided to the holders of Common Stock in accordance with the bylaws of the Corporation.

The holders of shares of Series A Preferred shall be entitled to receive/accrue dividends at the rate per annum of $0.0025 per share. The Company has accrued dividends payable of $29,521 and $23,288, respectively, for benefit of its Founder, Lindsay Giguiere, for the period from inception through June 30, 2021 and December 31, 2020, respectively.

Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into fully paid and non-assessable shares of Common Stock at the rate of ten (10) shares of Common Stock for one (1) share of Series A Preferred Stock.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, or deemed liquidation event, as defined in the Amended and Restated Certificate of Designation of Series A Preferred Stock, the holders of our Series A Preferred Stock shall be entitled to receive, out of the assets of the Company available for distribution to the Company’s stockholders (after the payment of or provision for all of our debts and other liabilities), before any payment is made to the holders of Common Stock, an amount per share equal to the greater of (i) 1,000 times the Series A Original Issue Price ($0.00001 per share, subject to adjustment), plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all the shares of Series A Preferred Stock been converted into Common Stock immediately prior to such liquidation, dissolution, winding up or deemed liquidation event.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, or deemed liquidation event, after the payment of or provision for all of our debts and other liabilities, and after the payment of all preferential amounts required to be paid to the holders of Series A Preferred Stock pursuant to the Amended and Restated Certificate of Designation of Series A Preferred Stock, the holders of our Common Stock will be entitled to share ratably in the net assets legally available for distribution to the stockholders.

On February 19, 2019, inception, the Company issued 5,000,000 shares of Series A Preferred at par value to Ms. Lindsay Giguiere, the founder and sole officer and director as of such date. Based on the startup nature of the Company, such shares were assigned par value. As of December 31, 2020, and December 31, 2019, the Company had 5,000,000 shares of Series A Preferred stock issued and outstanding.

The Company is authorized to issue up to 450,000,000 shares of common stock (par value $0.00001).

During the six months ended June 30, 2021, the Company undertook a private placement of a total of 226,700 shares of Common Stock to investors at $1.00 per share to raise a total of $226,700.

As of June 30, 2021, and December 31, 2020, the Company had 70,635,700 and 70,427,000 shares of common stock issued and outstanding, respectively.

On February 19, 2019, the Company adopted the 2019 Equity Incentive Plan (the “Incentive Plan”) with a term of 10 years. A total of 50,000,000 shares of Common Stock shall be available for the grant of Awards under the Plan. During the terms of the Awards, the Company shall at all times reserve and keep available a sufficient number of shares of Common Stock required to satisfy such Awards. The Incentive Plan is administered by the Board unless a separate delegation to an administrator is made by the Board. Options granted under the Incentive Plan carry a maximum term of 10 years, except to a grantee who is also a 10% beneficial owner at the time of grant, in which case the maximum term is 5 years. In addition, exercise prices of options granted must be within a certain percentage of the closing price on date of grant depending on the level of beneficial ownership of Common Stock of the Company by the grantee.  All vesting conditions are set by the Board or a designated administrator.

The Company’s stock-based compensation programs are long-term retention awards that are intended to attract, retain, and provide incentives for employees, consultants, officers and directors, and to align stockholder and employee interest. We utilize grants of stock options to achieve those goals. At June 30, 2021 and December 31, 2020 there were 40,900,000 and 42,750,000 shares available to be issued under the plan.

On February 19, 2019, inception, under the terms of the 2019 Equity Incentive Plan, the Board granted a stock option to purchase an aggregate of 1,000,000 shares of common stock at an exercise price of par value ($0.00001) to the Company’s founder, Lindsay Giguiere.  The option vests ratably over thirty-six (36) months and has a term of 10 years.

On October 1, 2019, under the 2019 Equity Incentive Plan, the Board granted additional stock options to purchase an aggregate of 5,600,000 shares of common stock at an exercise price of par value ($0.00001) to certain of the Company’s consultants. The options vest ratably over thirty-six (36) months and have a term of 10 years.

On October 1, 2020, under the 2019 Equity Incentive Plan, the Board granted additional stock options to purchase an aggregate of 650,000 shares of common stock at an exercise price of $0.50 to certain of the Company’s consultants. The options vest ratably over thirty-six (36) months and have a term of 10 years.

On January 15, 2021, under the 2019 Equity Incentive Plan, the Board granted additional stock options to purchase an aggregate of 1,850,000 shares of common stock at an exercise price of $0.50 to certain of the Company’s consultants. The options vest ratably over thirty-six (36) months and have a term of 10 years.

 

The Company estimated the grant date fair value of the granted stock options based on fair market value as of each grant date as opposed to the Black Scholes model because the options were granted to the Company’s founder and initial team of consultants, officers and directors at or near inception, and therefore have been treated as founders’ shares. The weighted average fair value of options granted was $0.1725.

The following table summarizes our stock option activity for six months ended June 30, 2021 and the year ended December 31, 2020:

During the six months ended June 30, 2021 and 2020, the Company recorded $135,082 and $15,117, respectively, in stock-based compensation in connection with the vesting of options granted. 

As of June 30, 2021 total unrecognized compensation cost related to non-vested stock-based compensation arrangements was $635,432 (December 31, 2020 - $409,075, respectively, which amount is expected to be recognized over a weighted-average period of 21 months. The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between the last recorded sale of common stock and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on June 30, 2021 and December 31, 2020. The amount of aggregate intrinsic value will change based on the value of the Company’s common stock.

The Company has entered into employment agreements with its executive officers. The initial term of each employment agreement is for a period of three years, to be extended automatically for successive one-year periods unless terminated earlier by either party upon written notice at least 60 days prior to the end of the initial term or applicable one-year extension period. Lindsay Giguiere, our President and founder is entitled to an annual base salary of $350,000 and William Joshua White, our Vice President, is entitled to an annual base salary of $300,000.  Further, the executive officers’ salaries will be accrued but not paid until the Board reasonably determines that the Company is in a financial position to pay such salaries without jeopardizing the Company’s ability to continue as a going concern. Each executive is also eligible to receive an annual bonus, in the Board’s discretion.   The employment agreements may be terminated at any time and for any reason by the Company or the executive officer.

The employment agreements may be terminated at any time and for any reason by the Company or the executive officer. If the Company terminates the executive officer’s employment for cause, as defined in the agreement, or the executive officer terminates the agreement without good reason, as defined in the agreement, or the executive officer’s employment is terminated due to death or disability, as defined in the agreement, then the executive officer (or the executive officer’s estate and/or beneficiaries, as applicable) will be entitled to any accrued but unpaid base salary and accrued but unused paid time off, reimbursement for unreimbursed expenses properly incurred during the term of employment, and such employee benefits to which the executive officer may be entitled under the Company’s employee benefit plans as of the date of termination. If the executive officer’s employment is terminated by the Company without cause or by the executive officer for good reason (as such terms are defined in the agreement) after the date on which the Board reasonably determines that the Company is in a financial position to pay the executive officers’ salaries, then the executive officer will be entitled to receive, in addition to the accrued amounts described in the foregoing sentence, and subject to certain conditions (including the execution and delivery of a release of claims in favor of the Company and its affiliates, and compliance with certain restrictive covenants), severance compensation from the Company equal to 50% of the executive officer’s then current base salary for one year following termination, and reimbursement for monthly COBRA premiums paid by the executive officer until the earliest of (i) 12 months following the executive officer’s termination date, (ii) the date on which the executive officer is no longer eligible to receive COBRA continuation coverage, and (iii) the date on which the executive officer becomes eligible to receive substantially similar coverage from another employer or other source.

Accrued payroll expenses with respect to our officers and directors for the six month period ended June 30, 2021 and 2020 was as follows:

During the six months ended June 30, 2021, the Company paid $52,500 to our President and founder.  As at June 30, 2021 and December 31, 2020, the total amount owed to our President and founder was $764,167 and $641,667, respectively.

As at June 30, 2021 and December 31, 2020, the amount owed to our Vice President was $525,000 and $375,000, respectively.

Further to the Company’s employment of our Founder and CEO, Ms. Lindsay Giguiere the Company has also agreed to reimburse Ms. Giguiere for certain expenses including health insurance and automobile expenses. 

During the six months period ended June 30, 2021 and 2020, the Company paid automobile expenses and health insurance in the amount of $18,055 and $12,405, respectively. There is no similar arrangement for our Vice President Mr. White.

The Company entered into a promissory note in the accumulated amount of $285,728 with its Founder on December 31, 2019. The promissory note is unsecured, non-interest bearing and has a term of 3 years. On September 16, 2020 and December 20, 2020, respectively, the Company and its founder and CEO, Ms. Lindsay Giguiere entered further promissory notes in the principal amounts of $100,000 and $10,000 which funds will be used for ongoing operations.  The notes mature three years from issue date, are unsecured and non-interest bearing.

During the year ended December 31, 2020, the Company received additional advances and repaid certain amounts against the balance owing leaving a balance of $195,673 owing to the Founder as at December 31, 2020, which is reflected on the balance sheet as Notes payable – related party.

During the six months ended June 30, 2021, the Company received additional advances and repaid certain amounts against the balance owing leaving a balance of $16,136 owing to the Founder as at June 30, 2021, which is reflected on the balance sheet as Notes payable – related party.

On June 18, 2020, the Company entered into an interest free three year promissory note for a face value of $27,500 with our Vice President.  As at June 30, 2021 and December 31, 2020, the balance owing under the note was $27,500 and is reflected on the balance sheet as Notes payable – related party.

On January 29, 2020, the Company made and delivered a promissory note in the principal amount of $30,000 in favor of LJ Direction LLC, a company owned by CEO Lindsay Giguiere’s father. The promissory note is unsecured, bears interest at the rate of 5% per annum, and matures 3 years following the date of its delivery. The Company may repay the outstanding balance under the promissory note at any time without penalty. In the event of default, the entire unpaid balance of the note will become immediately due and payable and will accrue interest at the rate of 10% per annum until paid in full. As at June 30, 2021 and December 31, 2020, the balance owing under the note was $30,000 and is reflected on the balance sheet as Notes payable – related party.

The Company has agreed to reimburse its Founder, Lindsay Giguiere, for office space at a rate of $1,305 per month with respect to facilities located in Newport Beach, CA. During the six months ended June 30, 2021 and 2020 a total of $7,830 was allocated as office rent under the terms of this agreement.

We have entered into indemnification agreements with each of our directors and executive officers. In general, these indemnification agreements require the Company to indemnify a director to the fullest extent permitted by law against liabilities that may arise by reason of his or her service for the Company.

The Company is subject to certain outside claims and litigation arising in the ordinary course of business. In the opinion of the Company’s management, the outcome of such matters will not have a material effect on the accompanying financial statements.

In September 2019, a private label customer provided the Company with a purchase order totaling approximately $250,000 with respect to various consumer products and provided the Company an initial deposit of approximately $125,000.  Subsequently this customer canceled certain components of the purchase order. As at December 31, 2019 $101,670 was included on the balance sheets as deferred income.  In August 2020, the Company and the customer entered into a settlement agreement with respect to the original purchase order and delivered goods, and the customer paid the Company an additional amount of approximately $30,000 for goods received in full and final satisfaction of the order.  The balance of the purchase order was canceled.

On June 18, 2020, one of the Company’s contract manufacturers advised the Company they believed they were owed a balance of $15,000 in respect of certain undelivered products for a private label customer which remained in their warehouse.  The Company disagreed with the manufacturer and responded with its accounting records indicating a balance owed to the Company of approximately $24,000. Further, to legal correspondence from the Company to the manufacturer, the Company received information that one of the owners of the manufacturer had passed away.   On further investigation, the Company discovered that the manufacturer was deemed inactive and dissolved in its jurisdiction of incorporation.   The Company has not recorded any balance due from or to this entity as of December 31, 2020.

The Company entered into an Asset Purchase Agreement with Healthcare Technologies LLC (“HT”) on September 2, 2020 to acquire a telehealth/patient communications and customer relationship management software platform, which the Company will use to build and launch its own proprietary, cloud-based telehealth/telemedicine services business. Pursuant to the Asset Purchase Agreement, as consideration for the purchased software assets, the Company will pay $500,000 and issue 500,000 shares of Common Stock to HT and/or its assignee at the closing, which is expected to occur following once the Company has raised at least $1,000,000 in gross proceeds under its Regulation A Offering currently being undertaken. At the closing, the Company will enter into a separate licensing agreement with HT’s affiliates, BodyPro Chiropractic and Wellness and Dr. Tony Ganem, pursuant to which HT’s affiliates will license back the software for the limited purpose of the continuation of their existing medical practice. Following the closing, if the Company licenses the software to any third-party licensee mutually agreed upon by the parties, the Company will pay to HT a royalty fee equal to 50% of any licensing fees received by the Company from such licensee. The Company will also pay HT an amount equal to 50% of the net profit of any affiliate sales in which the purchased assets are used to generate the sale. The asset acquisition has not yet closed as of June 30, 2021.

On July 1, 2021, under the 2019 Equity Incentive Plan, the Board granted additional stock options to purchase an aggregate of 1,250,000 shares of common stock at an exercise price of $1.00 to certain of the Company’s employees and consultants. The options vest ratably over thirty-six (36) months and have a term of 10 years.

On July 1, 2021, the Board authorized management of the Company to seek SBA EIDL (“Economic Injury Disaster Loans”)  up to the amount of  $500,000 .  The Company is making application to secure such loans but has not yet entered into any loan agreements.

Subsequent to the period ended June 30, 2021, the Company entered purchase negotiations with Free My Paws, Inc.   The Company is currently finalizing an SBA loan application to enable the purchase. Negotiations to date have determined possible cash consideration of $300,000 and 100,000 shares of the Company’s common stock and an obligation of the Company to provide operating capital to Free My Paws, Inc.  This transaction is expected to close before the fiscal year ended December 31, 2021.

The Company entered into a License and Manufacturing Agreement on September 28, 2021 with Endocanna Health Inc. whereunder Endocanna will manufacture certain branded products which may be distributed by the Company under its own branded packaging or under license, under the Endocanna brands.  Under the terms of the agreement the Company agrees to certain minimum annual commitments in the initial four years for samples and lab fees, as well as certain development and customization fees to be determined on per project basis.

Subsequent to June 30, 2021 the Company has issued a further 185,700 shares of common stock at $1.00 per share in respect to subscriptions received in relation to our Offering Statement under Regulation A.

The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there are no additional subsequent events to disclose.