The information set forth in this Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, among others (I) increase in our revenue and profitability, (ii) prospective business opportunities and (iii) our strategy for financing our business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as "believes", "anticipates", "intends" or "expects". These forward-looking statements relate to our plans, liquidity, ability to complete financing, to enter into future agreements with companies, and plans to successfully expend our business operations and the sale of our products. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

Although we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this Quarterly Report should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. All forward-looking statements speak only as of the date of this Quarterly Report. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, or other information contained herein, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance.





Overview


The Company was incorporated on December 1, 2017 as a Delaware corporation under the name "Dense Forest Acquisition Corporation." On November 26, 2018, the Company effected the acquisition of Global Diversified Holdings, Inc., a private New York snack and gourmet food company (GDHI), pursuant to which Company acquired the operations and business plan of GDHI, and GDHI became our wholly-owned subsidiary.

On August 31, 2022, the Company entered into an Asset Purchase Agreement with InPlay Capital Inc., a Delaware corporation ("InPlay"), pursuant to which, on the same date, the Company purchased from InPlay all of the assets used in the operation and conduct of its business relating to the online home fitness store known as "The Hula Fit", including the Shopify Store and the TikTok, Facebook and Google ad accounts, for a purchase price of $50,000 (the "Assets"). Paul Adler, the sole executive officer and a director of the Company, and the Company's majority stockholder, is also the sole officer, director, and 100% stockholder of InPlay.

The Company is focused on developing and marketing products that appeal to consumers' growing preference for healthy snack food and operates through snacks segments offering Italian Wafers, French Madeleines, Italian Croissants, Macaron Cookies, Wafer Pralines, and other wholesome snacks. In this regard, it intends to develop additional gourmet foods and snack products under its trademarked brands and to expand the Company's offering portfolio by identifying, producing and marketing new products.





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With respect to its new The Hula Fit fitness equipment and athletic apparel business, the Company will continue utilizing The Hula Fit's dropship business model where stocking inventory in the Company's warehouse is not required and where orders are drop shipped directly to customers, which allows it to efficiently manage this business.

The Company's management believes that the strategy of acquiring small brands regional distribution brands and acquiring more e-commerce brand assets will diversify its current business and increase its business operation results.





Results of Operations


The information set forth below should be read in conjunction with the financial statements and accompanying notes elsewhere in this Quarterly Report.

The information set forth below should be read in conjunction with the financial statements and accompanying notes elsewhere in this Quarterly Report.

Comparison of Results of Operations for the Three Months Ended September 30, 2022 and 2021





Revenue and Cost of Sales



During the three months ended September 30, 2022, our revenues were $394,924 compared to $732,601 during the period ended September 30, 2021, a significant decrease of $337,667 or a decrease of approximately 47.1%. The decrease is attributable to lower demand and delays at the port of New York in receiving containers of the Company's product.

Cost of sales was $345,924 for the three months ended September 30, 2022 compared to $451,069 for the three months ended September 30, 2021. The decrease in cost of sales is due to decreased sales levels. Gross profit margin for the nine months ended September 30, 2022 was 12.5% compared to 38.4 % during the same three month period in 2021. The significant decrease in gross profit margins in the 2022 period is attributable to increased shipping and inventory costs. Additionally, the Company sold approximately $73,000 in slow moving inventory below cost. Excluding those sales of inventory below cost, the gross margin would have been approximately 20.5% for the three months ended September 30, 2022.





Operating expenses



During the three months ended September 30, 2022 our operating expenses were $414,763 compared to $304,059 during the three months ended September 30, 2021. Excluding stock based compensation in both periods operating expenses were $337,395 and $279,859, respectively for the periods ended September 30, 2022 and 2021, respectively. The primary reason for the increase in operating expenses excluding stock based compensation in both periods is due to the impairment of $50,000 in intangible assets related to the purchase of Hula Fit.





Other Expense


Other expense was comprised solely of interest expense which amounted to $2,657 during the period ended September 30, 2022 compared to $4,905 during the same three month period ended September 30, 2021. The decrease in interest expenses is due to lower levels of factoring required due to the Company's improved profitability.





Net (Loss) Income



As a result of the foregoing the net loss for the three months ended September 30, 2022 was $367,904 compared to a net loss of $27,432 for the three months ended September 30, 2021.

Comparison of Results of Operations for the Nine Months Ended September 30, 2022 and 2021





Revenue and Cost of Sales



During the nine months ended September 30, 2022, our revenues were $1,288,532 compared to $2,112,580 during the period ended September 30, 2021, a decrease of $824,048. The decrease is attributable to a one-time order from a major club store chain in the first quarter of 2021 without as comparable order in 2022, due to logistics and shipping issues as well as transitioning from a public warehouse to our own warehousing facility.





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Cost of sales was $981,024 for the nine months ended September 30, 2022 compared to $1,256,778 for the nine months ended September 30, 2021. The decrease in cost of sales is due to significantly decreased sales levels. Gross profit margin for the nine months ended September 30, 2022 was 23.9% compared to 40.5% during the same nine month period in 2021. The significant decrease gross profit margin percentage in 2022 is attributable to increased shipping and inventory costs.

For the nine months ended September 30, 2022, we had five customers that represented 91% of our business, compared to five customers that represented 99% of our business during the nine months ended September 30, 2021. The loss of any these customers could have a material adverse impact on our business.





Operating expenses


During the nine months ended September 30, 2022 our operating expenses were $1,158,400 compared to $1,654,585 during the nine months ended September 30, 2021. Excluding stock based compensation in both periods operating expenses were $946,140 and $870,326 respectively for the nine-month periods ended September 30, 2022 and September 30, 2021, respectively. The primary reasons for the increase in operating expenses excluding stock based compensation in both periods is due to an increase in payroll and rent expenses, a $50,000 impairment charge related to the purchase of Hula Fit, partially offset by a reduction in SG&A expenses.





Net loss


As a result of the foregoing the net loss for the nine months ended September 30, 2022 was $647,899 compared to a net loss of $25,851 for the nine months ended September 30, 2021.

Liquidity and Capital Resources

As of September 30, 2022 we had $177,679 in cash and cash equivalents compared to $312,574 in cash as of September 30, 2021.

Net cash used in operating activities decreased to $197,805 in the nine months ended September 30, 2022 compared to $367,602 during the same period in 2021. The decrease in cash used in operating is primarily due to an increased loss, net of stock based compensation in 2022 in the nine months ended September 30, 2022 compared to the same period in 2021, more than offset by a reduction in inventory levels over the prior year.

Net cash provided by financing activities was $112,911 during the nine months ended September 30, 2022 compared to $705,114 in the same nine month period ended September 30, 2021. The decrease in net cash provided in 2022 is primarily due to $379,165 in government loans and $300,000 in proceeds from private placements in 2021 compared $-0-

The Company has historically financed its operations through the cash flow generated from operations, capital investment, notes payable and factoring and has recently financed its operations through SBA COVID-19 loans, capital investment, notes payable, and factoring. The Company believes it qualifies for additional SBA loans however there can be no assurance that these loans will be received, on the timing and at what level or terms, the financing will occur.

In the event continuing decreased sales and profits contain, our ability to obtain additional financing or factoring for our receivables could be negatively impacted which could have a material adverse impact on our liquidity or our ability to remain as a going concern.





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Going Concern


The accompanying consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. On a consolidated basis, we have incurred significant operating losses since inception. The Company's independent auditor has indicated substantial doubt about the Company continuing as a going concern based on the Company's accumulated deficit and accrued liabilities. Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations. If we cannot obtain needed funds, we may be forced to reduce or cease our activities with consequent loss to investors. In addition, should we incur significant presently unforeseen expenses or delays, we may not be able to accomplish our goals. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.





Critical Accounting Estimates


Our financial statements and accompanying notes have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates, judgments, and assumptions that affect reported amounts of assets, liabilities, revenues and expenses. We continually evaluate the accounting policies and estimates used to prepare the financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position. Our critical accounting estimates are more fully discussed in Note 2 to our unaudited financial statements contained herein.

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