Business Description

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Healthy Extracts Inc. (the “Company”) was incorporated in the State of Nevada on December 19, 2014 as Grey Cloak Tech Inc. On October 23, 2020, the Company changed its name from Grey Cloak Tech Inc. to Healthy Extracts Inc. to more accurately reflect its business. The Company has acquired BergaMet NA, LLC and Ultimate Brain Nutrients, LLC which market and sell health supplemental products. On October 1, 2025, the Company acquired Gummy USA which manufactures supplemental gummies. On January 13, 2023, the Company entered into an Acquisition Agreement for the acquisition of Hyperion, L.L.C. and Online Publishing & Marketing, LLC, both Virginia limited liabilities companies, by merging them into its newly-formed wholly-owned subsidiaries, Green Valley Natural Solutions, LLC (“Green Valley”) and Online Publishing & Marketing, LLC (“OPM”), both Nevada limited liability companies. The Company did not complete the acquisitions, and on April 18, 2024, received a Notice of Termination of the Acquisition Agreement from both Hyperion, L.L.C. and Online Publishing & Marketing, LLC. Green Valley and OPM were subsequently revoked. On July 19, 2025, the Company entered into a Membership Interest Purchase Agreement (the “MIPA”) with Gummy USA LLC (“GUSA”) and its sole-member, Donald Swanson (“Swanson”), pursuant to which the Company acquired one-hundred percent (100%) of the outstanding membership interests of GUSA, which became its wholly-owned subsidiary. As consideration for the purchase, the Company issued thirteen million seventy-five thousand nine hundred twenty (13,075,920) shares of its common stock (the “Purchase Shares”) which represented 77.5% of its issued and outstanding common stock after the transaction, to Swanson. In addition, Swanson was granted anti-dilution rights to maintain that same ownership percentage in the event of the exercise of any of the Company’s 154,306 outstanding options and warrants. On September 26, 2025, the Company rescinded the MIPA as of its effective date. On September 30, 2025, effective as of October 1, 2025, the Company entered into an Agreement and Plan of Merger with GUSA and Swanson, pursuant to which GUSA was merged with and into the Company’s wholly-owned subsidiary, HE Gummy USA, Inc., a Nevada corporation. The Company re-issued the Purchase Shares, which continued to represent 77.5% of its issued and outstanding common stock after the transaction, to Swanson. In addition, Swanson was granted anti-dilution rights to maintain that same ownership percentage in the event of the exercise of any of the Company’s 154,306 outstanding options and warrants. In connection with the transaction, as of September 30, 2025 and as consideration for the purchase, the Company issued thirteen million seventy-five thousand nine hundred twenty (13,075,920) shares of its common stock (the “Purchase Shares”) which represented 77.5% of its issued and outstanding common stock after the transaction, to Donald Swanson. In addition, Swanson was granted anti-dilution rights to maintain that same ownership percentage in the event of the exercise of any of the Company’s 154,306 outstanding options and warrants.