A recently published case has shone a new light on the well-known fact of English company law – that a company has its own legal personality and is therefore separate and distinct from its members and directors.

Thus, a company shields its members and directors from most liabilities. For directors, this protective veil is pierced in certain limited circumstances such as those set out below.

1. Not acting in good faith
2. Voluntarily entering into personal guarantees
3. Filing at Companies House
4. Wrongful trading
5. Breach of director’s duties
6. Breach of statutory duty including Healthy and safety legislation
7. Statutory declarations
8. Phoenix liability
9. Vicarious / assumed liability
10. Tax evasion

I did forget to mention

Restricted shares can be unlocked at any time, typically if/when someone normally pays a fee to unlock them to sell. This is why they are counted in the Outstanding.

Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline

There are some claiming outrageous misleading things, especially when they cant read/comprehend filings or know what share classes of each represents.

Class A preferred shares are the company voting control block. This will NEVER be converted unless a hostile takeover is happening. ILSTHOLDCO owns this block-aka Avi Minkowitz aka Leonite Capital. 1 share is 200,000,000 there is 50 of them =10 billion. Thats where this number comes from.

This is taken from their 2023 Annual, a very easy read for individuals who know what they are looking at.
Class B preferred shares CAN be converted, but only until:(ii)
The shares of Series B Preferred Stock may not be converted by the Holders of said shares until the earlier of: (a) a
Registration Statement covering the Common Stock shall have been declared effective by the SEC and no stop order
suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall
have been initiated or threatened by the SEC or any other Governmental Authority, or (b) a period of at least one year has
elapsed since the completion of an audit of the Company’s financial statements by an auditing firm registered with the U.S.
Public Company Accounting Oversight Board ("PCAOB");

Now, if they are going to be an audited company, its VERY safe to assume they will be an SEC filer as well. I dont know any Audited Alternative Reporting OTC Pinks, do you?
So... If anyone wants to take my bet, Ill give them 2/1 says the OS remains unchanged for any duration under .005. Even then I dont think Leonite Capital converts and dumps on their own stock, especially not anything below .005 as that would be a loss on their loan. Makes no sense. They also just gave another 30k in capital at same .005 price. Keep an eye on the OTCM, any share conversion will be relayed through here... hasnt been any in 5+ years though....

Leonite owns the debt and owns the stock. Also, Ive never heard of 'toxic' debt when the fixed conversion price is .005 and the stock was trading at 0003-.0005 for 2 years. Seems the opposite of toxic, actually. Also full-rachet and anti-dilutive provisions. Find that from a debtor in the Pinks. Ill wait.

Dont listen to me or anyone else here. Do your own DD. Come up with your own opinions based on the data you find.

The holding period requirement under SEC Rule 144 depends on the type of issuer. Generally, the minimum holding period is one year. For reporting companies, the holding period can be as little as six months while for non-reporting companies, it can be up to two years.

Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline

The elimination of monetary liability against our directors and officers under the Company’s Articles of Incorporation and Nevada law, and the existence of indemnification rights to our directors, officers and employees, may result in substantial expenditures by the Company.

Article 6 of our Articles of Incorporation exculpates our directors and officers from certain monetary liabilities. Article 7 of our Articles of Incorporation provides that we shall indemnify all directors (and all persons serving at our request as a director or officer of another corporation) to the fullest extent permitted by Nevada law.

Further pursuant to Article 7, the expenses of the indemnified person incurred in defending a civil suit or proceeding must be paid by us as incurred and in advance of the final disposition of the action, suit, or proceeding under receipt of an undertaking by or on behalf of the indemnified person to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by us.

The foregoing indemnification obligations could result in us incurring substantial expenditures, which we may be unable to recoup. These provisions and resultant costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties even though such actions, if successful, might otherwise benefit us and our stockholders.

ITEM 3 LEGAL PROCEEDINGS.

From time to time, claims are made against us in the ordinary course of business, which could result in litigation. Claims and associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, such as monetary damages, fines, penalties, or injunctions prohibiting us from selling one or more products or engaging in other activities. The occurrence of an unfavorable outcome in any specific period could have a material adverse effect on our results of operations for that period or future periods.

-29-

However, as of the date of this report, management believes the outcome of currently identified potential claims and lawsuits will not have a material adverse effect on our financial condition or results of operations.

Currently identified

Cost of goods sold decreased $42,672, from $79,440 to $36,768, for the years ended December 31, 2022 and 2023, respectively. This decrease was mainly due to lower net sales of the Company’s nutraceutical line of products in 2023 vs 2022.