The accompanying notes are an integral part of these financial statements

The accompanying notes are an integral part of these financial statements

The accompanying notes are an integral part of these financial statements

The accompanying notes are an integral part of these financial statements

VET ONLINE SUPPLYBREWBILT MANUFACTURING INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2021

(Unaudited)

(Unaudited)NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Description of Business

Business Activity: Vet Online Supply Inc. (the “Company”)Located in Grass Valley, CA, BrewBilt is a Florida corporation incorporated on May 31, 2014. We are currently a US based resellerone of premium veterinary supplies. The goal of “Vet Online Supply” is to replace our current business model of sourcing our products through Concord Veterinary Supply;the only California companies that custom designs, hand crafts, and launching our own brand label productsintegrates processing, fermentation and distillation processing systems for the CBDcraft beer, cannabis and enhancement pet care supplies markets. Our headquarters arehemp industries using “Best in Class” American made components integrated with stainless steel processing vessels using only American made steel. Founded in 2014, the company began in a backyard shop by Jeff Lewis with a vision of creating a profitable company in “Rural America” by hiring excellent personnel, designing and fabricating products to exceed customer’s expectations and compensating craftsmen with living wages and profit sharing to financially sustain their families within the community. Mr. Lewis has 15+ years of experience as a craft beer brewer, a custom tank/vessel designer, fabrication and integration expert and business owner who initially founded Portland Kettle Works, a nationally recognized manufacturer of craft beer brewing equipment located at 6500 Live Oak Drive, Kelseyville CA 95451.  Recentlyin the Northwest. The Company has grown from 3 employees in 2015 to 7 in 2021.

BrewBilt has been built by having strong relationships with local suppliers of raw materials, equipment and services in California, an aggressive referral network of satisfied customers nationwide, and an Advisory Board consisting of successful business leaders that provide valuable product feedback and business expertise to management. The craft brewing & spirits industries continue to grow worldwide. California is where craft brewing began and now has over 900 operating breweries – being centrally located in this booming market was a large draw for BrewBilt to locate its manufacturing facility in the Sierra foothills.

All BrewBilt products are designed and fabricated as “food grade” quality which enables the company to build vessels for food & beverage processing , the company is now building systems that are pharmaceutical grade for clients involved in distillation for the cannabis and hemp industries, thus making the revenue potential much greater. BrewBilt buys materials and components mostly from California suppliers which enables them to closely monitor quality, while the company’s revenues are generated from sales to customers throughout the country. The company is aggressively pursuing international orders and has held meetings with the Center for International Trade Development and U.S. Commercial Service to develop international opportunities. Presently, a great deal of sales interest in coming from Mexico, Japan, Europe, and Australia.

BrewBilt competes against a number of companies, most of which are selling mass produced equipment from China made from less costly inferior quality Chinese steel which often is neither food nor pharmaceutical grade quality. While this broader market is extremely competitive, there continues to be little competition and strong market demand for higher quality, custom designed, hand crafted and integrated systems that BrewBilt produces.

In July of 2016, BrewBilt moved from the small facility in Nevada City, CA to lease an eight thousand (8,000) square foot manufacturing facility in Grass Valley, CA. This facility was purchased by BrewBilt in January 2018 and upgraded with substantial tenant improvements. BrewBilt is prepared to expand again by leasing an additional seventy-six hundred (7,600) square feet in the same facility. BrewBilt obtains the majority of its leads through customer referrals and from online marketplaces. The company’s website is being expanded its productsfor online sales to include online educational/marketing videos that feature the company and its own cannabisexpanded integrated product line for pets,the cannabis and hemp industries. BrewBilt has also created distribution sales agreements with individuals and companies to represent BrewBilt in addition to its legacy veterinarian supplies line. These new products are designed to help with arthritis, compromised immune systems, stress responses, aggressionboth the domestic and digestive issues and have may also be useful in treating acute ailments like sprains and strains, torn ligaments, bone breaks and even during post-operative care to reduce swelling, pain and stiffness.

During August 2015, the Company filed amended articles with the Florida Secretary of State to:

On July 25, 2016, the Company filed a Certificate of Amendment with the State of Florida to increase the authorized Common Stock, par value $0.001, to 8,000,000,000 common shares, and to effectuate a forward split of 150 shares for each 1 share of the Company’s issued Common Stock (“Forward Split”). The effective date of the Forward Split is July 28, 2016. On March 28, 2017, the Company filed an amendment to its articles of incorporation reducing the number of authorized common shares from 8,000,000,000 to 1,000,000,000, par value $0.001, and designating 20,000 shares of its authorized preferred stock, par value $0.001 as Series B Voting Preferred Stock.  The Series B Voting Preferred Stock shall have the right to vote the shares on any matter requiring shareholder approval on the basis of 4 times the votes of all the issued and outstanding shares of common stock, as well as any issued and outstanding preferred stock.

All share and per share data contained in these financial statements reflects the retroactive application of the aforementioned forward share split.

To date, our activities have been limited to formation, the raising of equity capital, and the initial stages of implementation of our business plan.  Recently we have expanded our product line and retained various consultants to assist in generating corporate growth. While we have operated our veterinary supply business for several years, we are actively seeking to substantially increase revenues with additional marketing efforts in fiscal 2017.

Unaudited Interim Financial Statements

The interim unaudited financial statements should be read in conjunction with those audited financial statements included in Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.international markets.

Financial Statement Presentation

The audited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Fiscal year end

The Company has selected December 31 as its fiscal year end.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates.

Cash Equivalents

The Company considers all highly liquid investments with maturities of 90 days or less from the date of purchase to be cash equivalents.

Revenue recognition and related allowancesCOVID-19

RevenueThe Company began seeing the impact of the COVID-19 pandemic on its business in early March 2020. The direct financial impact of the pandemic has primarily shown in significantly reduced production from the saleon-premises channel and higher labor and safety-related costs at the Company’s manufacturing facility. In addition to these direct financial impacts, COVID-19 related safety measures resulted in a reduction of goods is recognized when the risksmanufacturing productivity. The Company will continue to assess and rewards of ownership have been transferredmanage this situation and will provide a further update in each quarterly earnings release, to the extent that the effects of the COVID-19 pandemic are then known more clearly.

Revenue Recognition and Related Allowances

The Company recognizes revenue when obligations under the terms of a contract with its customer which is usually when title passes.are satisfied; generally, this occurs with the transfer of control of its products. Revenue is measured atas the fair valueamount of consideration expected to be received in exchange for transferring products. If the consideration received, netconditions for revenue recognition are not met, the Company defers the revenue and related cost of trade discountssales until all conditions are met. As of March 31, 2021 and December 31, 2020, the Company has deferred $1,530,671 and $71,280, respectively, in revenue, and $238,247 and $489 in cost of sales, taxes.respectively, related to customer orders in progress. These amounts are recorded as billings in excess of revenues and earnings in excess of billings in the accompanying balance sheets.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are stated at the amount that management expects to collect from outstanding balances. Bad debts and allowances are provided based on historical experience and management’s evaluation of outstanding accounts receivable. Management evaluates past due or delinquency of accounts receivable based on the open invoices aged on due date basis. The allowance for doubtful accounts at September 30, 2017March 31, 2021 and December 31, 20162020 is $0.

Inventories

TheInventories consist of raw materials, work in process and finished goods. Raw materials, which principally consist of raw stainless steel, raw stainless tubing, motors, pumps, and fittings, are stated at the lower of cost, determined on the first-in, first-out basis, or net realizable value. During the year ended December 31, 2021, the Company is a resellerwrote off $17,246 in obsolete inventory to the statement of premium veterinary supply productsoperations. As of March 31, 2021 and cannabis based supplementsDecember 31, 2020, the Company has inventory of $68,478 and as such will not maintain inventory. All items are directly drop shipped to customers when ordered and no inventory is held on hand as a result.$44,223, respectively.

Goodwill

The excess of the cost over the fair value of net assets of acquired in the Merger is recorded as goodwill. Goodwill is not subject to amortization, but is reviewed for impairment annually, or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. An impairment charge would be recorded to the extent the carrying value of goodwill exceeds its estimated fair value. The testing of goodwill under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations.

Warranty

The Company is a resellermanufacturer of products which are shipped to our customers directly from the manufacturer andCompany. For products that are made from raw materials, the Company offers a 6-year limited warranty. The parts provided by outside vendors as finished goods that are added to a result, there are no costs that may be incurredsystem produced by the Company underas components, have a manufacturers’ warranty that is passed on to the termsend user of the limited warranty provided bycomplete system. To date, BrewBilt has spent less than $5,000 over the manufacturers directlypast 5 years for repairs (under warranty) on products they have built, with most of the costs going to cover travel and lodging expenses. As of March 31, 2021 and December 31, 2020, the purchasers. We do not provide any provisionsCompany has recorded a liability of $5,000 and $5,000, respectively, for obligationswarranties, which may arise under manufacturer’s warranties and therefore at no time incur any warranty liabilities.is included in accrued liabilities in the accompanying balance sheet.

AdvertisingAccounts Payable and Marketing CostsAccrued Expenses

AdvertisingAccounts payable and marketing costsaccrued expenses are expensed as incurredcarried at amortized cost and were $0 duringrepresent liabilities for goods and services provided to the nine-month period ended September 30, 2017Company prior to the end of the fiscal year that are unpaid and 2016.arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services.

Fair Value Measurementsof Financial Instruments

FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value is defined as the exchange price that would be received forupon sale of an asset or paid toupon transfer of a liability (an exit price)in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, in an orderly transaction between market participantsnot on assumptions specific to the measurement date. FASB ASC 820 alsoentity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk.

In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs is expanded. The hierarchy prioritizes the inputs into three levels based on the extent to which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs whenused in measuring fair value. FASB ASC 820 describesvalue are observable in the market. Each fair value measurement is reported in one of the three levels of inputsand which is determined by the lowest level input that may be usedis significant to measurethe fair value:value measurement in its entirety.

Level 1 – Quoted prices in active markets for identical assets or liabilities.These levels are:

Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

Level 2 – Observable- inputs other than Level 1 prices, such asare based upon quoted prices for similar assetsinstruments in active markets, quoted prices for identical or liabilities; or other inputssimilar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable- inputs are generally unobservable and typically reflect management’s estimates of assumptions that are supported by littlemarket participants would use in pricing the asset or no market activity and that are financial instruments whoseliability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow methodologies, ormodels, and similar techniques, as well as instruments for which the determination oftechniques.

Financial assets and liabilities measured at fair value requireson a recurring basis:

In management’s opinion, the fair value of convertible notes payable and advances payable is approximate to carrying value as the interest rates and other features of these instruments approximate those obtainable for similar instruments in the current market. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant judgmentinterest, exchange or estimation.credit risks arising from these financial instruments. As of March 31, 2021 and December 31, 2020, the balances reported for cash, accounts receivable, prepaid expenses, accounts payable, and accrued liabilities, approximate the fair value because of their short maturities.

If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument.

The following table provides a summary of the fair value of our derivative liabilities as of June 30, 2017 and December 31, 2016:

Income taxesTaxes

The Company accounts for incomerecords deferred taxes in accordance with FASB ASC No. 740, “Income Taxes”, which requires the asset and liability approach for financial accounting and reporting for income taxes.Income Taxes. 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 loss carryforwards 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. The effect of a change in tax rules on deferred tax assets and liabilities of a change in tax rates is recognized in incomeoperations in the period that includes the enactment date.year of change. A valuation allowance related to deferred tax assets is recorded when it is more likely than not“more likely-than-not” that some portion or all thea deferred tax assetsasset will not be realized.

As of the date of this filing, the Company is not current in filing their tax returns. The last return filed by the Company was December 31, 2019, and the Company has not accrued any potential penalties or interest from that period forward. The Company will need to file returns for the year ending December 31, 2020, which is still open for examination.

Basic and Diluted Loss Per Share

In accordance with ASC Topic 280 – “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 shares 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 common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

NewRecent Accounting Pronouncements

The Company has implemented allAlthough there were new accounting pronouncements that are in effectissued or proposed by the FASB during the three months ended March 31, 2021 and that may impact its financial statements andthrough the date of filing of this report, the Company does not believe that there are any other newof these accounting pronouncements that have been issued that mighthas had or will have a material impact on its financial position or results of operations.

NOTE 2 – GOING CONCERN

The Company has experienced net losses to date, and it has not generated sufficient revenue from operations to meet our operational overhead. We will need additional working capital to service debt and for ongoing operations, which raises substantial doubt about our ability to continue as a going concern. Management of the Company is preparing a strategy to meet operational shortfalls which may include equity funding, short term or long-term financing or debt financing, to enable the Company to reach profitable operations. Historically, the Company’s sole officer and director has provided short term loans to meet working capital shortfalls. We have recently entered into financing agreements with various third parties to meet our capital needs in fiscal 2017.2021.

The accompanying financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

NOTE 3 - PREPAID EXPENSES

Prepaid fees represent amounts paid in advance for future contractual benefits to be received. Contracting expenses paid in advance are recorded as a prepaid asset and then amortized to the statements of operations when services are rendered, or over the life of the contract using the straight-line method.

As of March 31, 2021 and December 31, 2020, prepaid expenses consisted of the following:

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at March 31, 2021 and December 31, 2020:

NOTE 5 – LEASES

The Company adopted the new lease guidance effective January 1, 2019 using the modified retrospective transition approach, applying the new standard to all of its leases existing at the date of initial application which is the effective date of adoption. Consequently, financial information will not be updated, and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. We elected the package of practical expedients which permits us to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. We did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. The adoption of the lease standard did not change our previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity.

The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In calculating the present value of the lease payments, the Company elected to utilize its incremental borrowing rate based on the remaining lease terms as of the January 1, 2019 adoption date.

Operating Leases

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred, if any. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Our lease has a remaining lease term of less than 4 years.

The Company has elected the practical expedient to combine lease and non-lease components as a single component. The lease expense is recognized over the expected term on a straight-line basis. Operating leases are recognized on the balance sheet as right-of-use assets, current operating lease liabilities and non-current operating lease liabilities.

The new standard also provides practical expedients and certain exemptions for an entity’s ongoing accounting. We have elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases where the initial lease term is one year or less or for which the ROU asset at inception is deemed immaterial, we will not recognize ROU assets or lease liabilities. Those leases are expensed on a straight-line basis over the term of the lease.

On JuneJanuary 1, 20142018, the Company entered into a Reseller Agreementstandard office lease for approximately 8,000 square feet of space, located in the Wolf Creek Industrial Building at 110 Spring Hill Dr. #10 Grass Valley, CA 95945. The lease has a term of 10 years, from January 1, 2018 through January 1, 2028, with Concord Veterinary Supplies Inc., (“Concord”), where under Concord has authorized the non-exclusive right to Vet Online Supply, Inc. to market, promote, advertise, sell, distribute and deliver, veterinary products carried by Concord Veterinary Supply, which are listed on www.concord-surgical.com, for a one-time feemonthly rent of $50,000. The fee payable has been secured by an interest free convertible promissory note (the “Note”) due within ninety (90) days of the Company getting notice of effect from its S-1 Registration Statement as filed with the Securities and Exchange Commission, which occurred December 22, 2015. At any time prior to maturity of the Note, Concord Veterinary Supply may elect to convert the debt amount into shares of the common stock of the Company at a fixed price of $0.000667 per share.

There is no beneficial conversion feature resulting from the conversion price compared to market price.$4,861.

On April 11, 2017 Concord Veterinary Supply agreed to cancel its outstanding promissory noteJanuary 1, 2020, the Company terminated the lease agreement dated January 1, 2018, and entered into a new office lease for the same space located in the amountWolf Creek Industrial Building at 110 Spring Hill Dr. #10 Grass Valley, CA 95945. The lease has a term of $50,0005 years, from January 1, 2020 through December 31, 2025, with a monthly rent of $4,861.

ROU assets and lease liabilities related to our operating lease is as follows:

The following is a schedule, by years, of future minimum lease payments required under the operating lease:

NOTE 6 – ACCURED LIABILITIES

As of March 31, 2021 and December 31, 2020, accrued liabilities were comprised of the following:

NOTE 7 – BILLINGS IN EXCESS OF REVENUE AND EARNINGS IN EXCESS OF BILLINGS

Billings in excess of revenue is related to contracted amounts that have been invoiced to customers for no further consideration.which remaining performance obligations must be completed before the Company can recognize the revenue. Earnings in excess of billings is related to the cost of sales associated with the customer products that are incomplete.

Changes in unearned revenue for the periods ended March 31, 2021 and December 31, 2020 were as follows:

As of March 31, 2021 and December 31, 2020, the Company has recorded $238,247 and $489, respectively in earnings in excess of billings for the cost of sales related to customer orders in progress.

NOTE 8 – CONVERTIBLE NOTES PAYABLE

As of March 31, 2021 and December 31, 2020, notes payable were comprised of the following:

During the three months ending March 31, 2021, the Company received proceeds from new convertible notes of $185,000. The Company recorded no payments on their convertible notes and conversions of $256,781 of convertible note principal. The Company recorded loan fees on new convertible notes of $7,000, which increased the debt discounts recorded on the convertible notes during the three months ending March 31, 2021. All of the Company’s convertible notes have a gain on debt forgiveness of $50,000. 

On March 15, 2017, conversion rate that is variable, and therefore, the Company entered into a convertible loan agreement with an investor.has accounted for their conversion features as derivative instruments (see Note 10). The Company received net proceedsalso recorded amortization of $35,000 from total$385,702 on their convertible note debt discounts and loan proceedsfees. As of $38,000, which bears interest at 12% per annum and is due on December 30, 2017. Legal fees of $3,000 were paid in respect ofMarch 31, 2021, the note and deducted from proceeds advanced.  Interest shall accrue from the advancement date and shall beconvertible notes payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 42% discount to the average lowest two (2) trading prices for the previous fifteen (15) trading days to the date of conversion.

During the nine months ending September 30, 2017, the note holder converted $8,000 in principal into 987,654372,720,010  shares of the Company’s common stock.

During the three months ended March 31, 2021, the Company recorded interest expense of $26,016 on its convertible notes payable. During the three months ended March 31, 2021, the Company recorded conversions of $16,185 of note interest and $2,500 in conversion fees. As of March 31, 2021, the accrued interest balance was $79,762.

As of March 31, 2021, we have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities.

On April 25, 2017, the Company entered into a convertible loan agreement with an investor. The Company received net proceeds of $50,000 from total loan proceeds of $55,000, which bears interest at 8% per annum and is due on April 25, 2018. Legal fees of $5,000 were paid in respect of the note and deducted from proceeds advanced.  Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 42% discount to the average lowest three (3) trading prices for the previous twenty (20) trading days to the date of conversion.

On May 1, 2017, the Company entered into a convertible loan agreement with an investor. The Company received net proceeds of $40,000 from total loan proceeds of $45,000, which bears interest at 8% per annum and is due on May 1, 2018. Original issue discount of $2,300 and legal fees of $2,700 were paid in respect of the note and deducted from proceeds advanced.  Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 42% discount to the average three (3) lowest closing price for the previous twenty (20) trading days preceding the date of conversion.

On May 8, 2017, the Company entered into a convertible loan agreement with an investor. The Company received net proceeds of $30,000 from total loan proceeds of $36,000, which bears interest at 8% per annum and is due on May 1, 2018. Original issue discount of $4,500 and legal fees of $1,500 were paid in respect of the note and deducted from proceeds advanced.  Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 45% discount to the lowest trading price for the previous twenty (20) trading days to the date of conversion.NOTE 9 – PROMISSORY NOTES PAYABLE

In addition,On June 19, 2020, the Company paid an additional $3,000received funding pursuant to a consultantpromissory note. for $108,000 of which $93,090 was received in respectcash and $14,910 was recorded as transaction fees. The note bears interest of 12% (increases to 24% per annum upon an event of default) and matures on June 19, 2021. As of March 31, 2021, the company has amortized $11,642 of the financing costs to the consulting agreement (ref: Note 5 – (4)).statement of operations. As of March 31, 2021, the note has a principal balance of $108,000 and accrued interest of $10,119.

On January 5, 2021, the Company received funding pursuant to a promissory note. for $50,000 of which $39,000 was received in cash and $11,000 was recorded as transaction fees. The note bears interest of 12% (increases to 16% per annum upon an event of default) and matures on January 5, 2022. As of March 31, 2021, the company has amortized $2,562 of the financing costs to the statement of operations. As of March 31, 2021, the note has a principal balance of $50,000 and accrued interest of $1,397.

On March 17, 2021, the Company received funding pursuant to a promissory note. for $80,500 of which $70,000 was received in cash and $10,500 was recorded as transaction fees. The note bears interest of 12% (increases to 16% per annum upon an event of default) and matures on March 17, 2022. As of March 31, 2021, the company has amortized $422 of the financing costs to the statement of operations. As of March 31, 2021, the note has a principal balance of $80,500 and accrued interest of $371.

On May 22, 2017, the Company entered into a convertible loan agreement with an investor. The Company received net proceeds of $25,000 from total loan proceeds of $28,000, which bears interest at 12% per annum and is due on February 28, 2018. Legal fees of $3,000 were paid in respect of the note and deducted from proceeds advanced.  Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 42% discount to the average lowest two (2) trading prices for the previous fifteen (15) trading days to the date of conversion.NOTE 10 – DERIVATIVE LIABIITIES

On May 25, 2017, the Company entered into a convertible loan agreement with an investor. The Company received net proceeds of $47,500 from total loan proceeds of $50,000, which bears interest at 8% per annum and is due on May 25, 2018. Legal fees of $2,500 were paid in respect of the note and deducted from proceeds advanced.  Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 42% discount to the lowest closing price in the previous twenty (20) trading days to the date of conversion.

In addition, the Company paid an additional $4,750 to a consultant in respect to the consulting agreement (ref: Note 5 – (4)).

On June 16, 2017, the Company entered into a convertible loan agreement with an investor. The Company received net proceeds of $47,250 from total loan proceeds of $64,000, which bears interest at 8% per annum and is due on March 16, 2018. Original issue discount of $9,000 and legal fees of $7,750 were paid in respect of the note and deducted from proceeds advanced.  Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 42% discount to the lowest trading price for the previous thirty (30) trading days to the date of conversion.

In addition, the Company paid an additional $4,725 to a consultant in respect to the consulting agreement (ref: Note 5 – (4)).

On June 16, 2017, the Company entered into a convertible loan agreement with an investor in the form of a back-end note. The Company received net proceeds of $20,000 from total loan proceeds of $25,500, which bears interest at 2% per annum and is due on June 16, 2018. Original issue discount of $4,000 and legal fees of $1,500 were paid in respect of the note and deducted from proceeds advanced.  Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 45% discount to the lowest trading price for the previous twenty (20) trading days to the date of conversion.

In addition, the Company paid an additional $2,000 to a consultant in respect to the consulting agreement (ref: Note 5 – (4)).

On August 10, 2017, the Company entered into a convertible loan agreement with an investor. The Company received net proceeds of $42,000 from total loan proceeds of $44,200, which bears interest at 8% per annum and is due on April 10, 2018. Legal fees of $2,200 were paid in respect of the note and deducted from proceeds advanced.  Interest shall accrue from the advancement date and shall be payable on maturity. Any portion of the loan and unpaid interest are convertible at any time at the option of the lender into shares of common stock of the Company at a conversion price of a 42% discount to the lowest closing price in the previous twenty (20) trading days to the date of conversion.

The following table represents the Company’s derivative liability activity for the embedded conversion features for the nine months ended September 30, 2017:

During the ninethree months ended September 30, 2017March 31, 2021, the Company recorded derivative liabilities forvalued the embedded conversion features related to convertible notes payablefeature of $44,906, reduced derivative liabilities by $9,642 for convertible notes converted into common stock, and performed a final mark-to-market adjustment for the derivative liability related to the convertible notes and the carrying amount of the derivative liability related to the conversion feature and recognized a loss on the derivative liability valuation of $95,267.

warrants. The Company uses the Black-Scholes option pricing model to estimate fair value for those instruments convertible into common shares at inception, at conversion or extinguishment date, and at each reporting date. During the nine months ended September 30, 2017, the company used the following assumptions in their Black-Scholes model: (1) risk free interest rate 1.06% - 1.20%, (2) term of 0.25 years – 0.72 years, (3) expected stock volatility of 184% - 291%, (4) expected dividend rate of 0%, (5) common stock price of $0.0011 - $0.0014, and (6) exercise price of $0.00605 - $0.00754.

These instruments were not issued with the intent of effectively hedging any future cash flow, fair value of any asset, liability or any net investment in a foreign operation. The instruments do not qualify for hedge accounting, and as such, all future changes in the fair value will be recognized in earnings until such time as the instruments are exercised, converted or expire. 

The following table represents the Company’s derivative liability activity for the embedded conversion features for the three months ended March 31, 2021: 

On March 21, 2017, the Company entered a three-month engagement agreement with a consultant, where under the Company retains consultant to advise it regarding certain legal, corporate and business operations, and more specifically with regard to public filings and compliance with regard to the Company, and the consultant is to be compensated in the amount of $1,000 per month for the services rendered. The contract expired on June 21, 2017 and was not renewed.

On March 17, 2017 the Company entered into a consulting agreement with a third party where under the consultant shall provide administrative and business services for a period of three months from the date of the agreement, and the consultant shall be compensated in the amount of $1,500 per month for the services rendered with a bonus of $15,000 payable in shares as of the date of the agreement.Convertible Notes

The stock bonus was not issuedfair value at the commitment date for the convertible notes and warrants and the revaluation dates for the Company’s derivative liabilities were based upon the following management assumptions as of March 31, 2017, and $15,000 was recorded as stock-based compensation and included as consulting fees.

On May 16, 2017, the Company amended the terms of the agreement so that the $15,000 in services payable in stock shall convert at $0.01 per share for a total of 1,500,000 common shares of stock to be issued. 1,500,000 common shares were issued as of the date of is the amendment and were valued at $82,500, or $0.055 per share based on the fair market value on the date of the agreement. The Company recorded the additional $67,500 as stock-based compensation which is included in consulting fees.2021:

On March 28, 2017, the Company entered into an investor relations agreement with a third party, whereby the third party will provide advertising, promotional and marketing servicesWarrants

We account for the Company between April 1, 2017 and July 1, 2017. In consideration of the foregoing services performed by the third party, the Company will pay a fee of 1,920,000 restricted shares on or before April 1, 2017. In addition, the third party will remain the owner of at least 1% of the company’s outstanding shares for a 1-year period. On April 1, 2018, the Company shall issue additional shares as necessary to bring the total number of shares paid to the third party to equal 1% of the outstanding shares of common stock purchase warrants as of 4/1/2018. In the event the Company does not issue the shares as required under this provision, the Company will be subject to a penalty of $5,000 per month until the shares are issued.

1,920,000 shares were issued on March 28, 2017derivative liabilities and valued at the fair market value on the date of grant totaling $96,000, which amount has been expensed as stock based compensation as part of consulting expenses.

In respect to the investor relations agreement, 15,000 additional shares have been allocated fordebt issuance effective May 16, 2017, and $825 has been expensed as stock based compensation as part of consulting expenses due to 1,500,000 shares of common stock issued to a consultant (ref Note 5 – (2)).

The 15,000 shares were not issued as of June 30, 2017, and $825 was recordedcosts on the balance sheet as liabilities for unissued shares.

On April 6, 2017at fair value, and changes in fair value during the Company entered into a consulting agreement with an advisor, where underperiods presented in the advisor will provide accessstatement of operations, which is revalued at each balance sheet date subsequent to financing for the Company’s business activities. In considerationinitial issuance of the foregoing services performed by the advisor, the Company will pay a fee of 10% of net proceeds on each financing introduced.warrant.

During the six months ended June 30, 2017, the Company paid of $14,475 to the advisor in respect of this agreement.

On April 1, 2017, the Company expanded its board of directors to include Matthew C. Scott, to assist with development of our internet marketing efforts with a goal of growing our business. Concurrently we entered into a consulting agreement with Mr. Scott for a term of one year, where under Mr. Scott shall receive an annual fee of $100,000 payable in quarterly installments. Further effective April 1, 2017 the Company agreed to issue Mr. Scott 2,000,000 shares of restricted common stock for his services as a director. The shares upon issue will be held by the Company for a term of six months and are cancelable should Mr. Scott not serve in his capacity as director for a minimum term of six months.

The Company recorded $140,000 in respect to the 2,000,000 shares based on the fair market value on April 1, 2017, which has been recorded on the balance sheet as liabilities for unissued shares, and expensed $140,000 as stock based compensation as part of consulting expenses in the period ended September 30, 2017.  At September 30, 2017, the shares remained unissued.

On June 19, 2017,2020, the Company executed a Common Stock Purchase Warrant for 5,400,000 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.02 per share and expire on June 19, 2025.

On June 19, 2020, the Company executed a Common Stock Purchase Warrant for 5,400,000 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.02 per share and expire on June 19, 2025.

On July 23, 2020, the Company executed a Common Stock Purchase Warrant for 1,153,846 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.026 per share and expire on July 23, 2025.

On August 19, 2020, the Company executed a Common Stock Purchase Warrant for 5,650,000 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.02 per share and expire on August 19, 2025.

On August 19, 2020, the Company executed a Common Stock Purchase Warrant for 5,650,000 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.02 per share and expire on August 19, 2025.

On January 5, 2021, the Company executed a Common Stock Purchase Warrant for 25,000,000 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.002 per share and expire on January 5, 2026.

On January 5, 2021, the Company executed a Common Stock Purchase Warrant for 25,000,000 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.002 per share and expire on January 5, 2026.

During the three months ended March 31, 2021, warrant holders exercised the warrants and the Company issued 72,048,517 shares of common stock through a cashless exercise of the warrants in accordance with the conversion terms.

The Company evaluated all outstanding warrants to determine whether these instruments may be tainted. All warrants outstanding were considered tainted.

The fair value at the valuation dates were based upon the following management assumptions:

NOTE 11 – RELATED PARTY TRANSACTIONS

Mr. Jef Lewis, Chief Executive Officer, Chairman of the Board, President, Secretary, and Treasurer

On November 22, 2019, the Company appointed Jeffrey Lewis as the new Chief Executive Officer, Chairman of the Board, Corporate President, Secretary, and Treasurer of the Company. The Company and Mr. Lewis entered into an Employee Agreement that included the issuance of 1,000 Preferred Series B Control Shares, and an annual salary of $200,000. Unpaid wages will accrue interest at 6% per annum and may be converted to restricted common stock at fair market value at the time of conversion. During the three months ended March 31, 2021, the Company accrued wages of $50,000, interest of $1,445 and made payments of $74,344. As of March 31, 2021, the Company owed Mr. Lewis $68,025 in accrued wages and $6,401 in accrued interest.

The Company is periodically advanced noninterest bearing operating funds from related parties. The advances are due on demand and unsecured. As of March 31, 2021 and December 31, 2020, the Company owed Mr. Lewis $743 and $743, respectively for advances to the Company.

Mr. Samuel Berry, Director

On November 22, 2019, the Company entered into a Consulting Agreement with Mr. Samuel Berry with regard to marketing and distribution of online retail sales for all products.Berry.  Mr. Berry will receive an annual salary of $50,000, payable in quarterly payments ofinstallments at $12,500 per quarter. During the three months ended March 31, 2021, the Company accrued $50,000 in consulting fees and made $5,000 in payments in connection to his agreement. As of March 31, 2021, the Company owed Mr. Berry $125,667 in fees.

NOTE 12 – LONG TERM DEBT

As of March 31, 2021 and December 31, 2020, long term debt was comprised of the following:

Paycheck Protection Program Loan

On June 19, 2017May 11, 2020, the BoardCompany was granted a loan (the “Loan”) from BSD Capital, LLC dba Lendistry, in the amount of Directors appointed Mr. Samuel L. Berry as Director.  For accepting$61,558, pursuant to the position of Director, Mr. Berry will receive 1,000,000 sharesPaycheck Protection Program (the “PPP”) under Division A, Title I of the Company’s common stock, valued at $0.05 per share.  Additionally, Mr. Berry will be paid $500 for each board meeting forCARES Act, which he is physically present.was enacted March 27, 2020.

The Company recorded $50,000 in respect to the value of 1,000,000 unissued shares as liabilities for unissued shares, and expensed $50,000 as stock based compensation as part of consulting expensesLoan, which was in the nine months ended September 30, 2017.

On August 28, 2017, Vet Online Supply Inc. (“form of a Note dated May 11, 2020, issued by the Company”) entered into an Employment AgreementBorrower, matures on May 11, 2022, and bears interest at a rate of 1% per annum, payable monthly commencing on November 11, 2020. The Note may be prepaid by the Borrower at any time prior to maturity with Mr. Daniel Rushford with regardno prepayment penalties. Funds from the Loan may only be used for payroll costs, costs used to being appointed ascontinue group health care benefits, mortgage payments, rent, utilities, and interest on other debt obligations. The Company intends to use the new Chief Executive Officer, President, Secretary, Treasurer and Memberentire Loan amount for qualifying expenses. Under the terms of the Board of Directors. Mr. Rushford will receive a monthly salary of $2,000.00 to be paid at the end of each month. UnpaidPPP, certain amounts will accrue annual interest of 6%. In addition, Mr. Rushford will receive 25,000,000 shares of restricted common stock and 1,000 Preferred Series B Shares upon signing of this agreement. Further, at the end of the first 12 monthsLoan may be forgiven if they are used for qualifying expenses as described in the employee will receive $75,000 of restricted common shares of the company at fair market value.  The term of the Consulting Agreement is for two years; renewable upon mutual consent. CARES Act.

NOTE 13 – PREFERRED STOCK

On March 28, 2017, the Company filed an amendment to its articles of incorporation reducing the number of authorized common shares from 8,000,000,000 to 1,000,000,000, par value $0.001, and designating 20,000 shares of its authorized preferred stock, par value $0.001 as Series B Voting Preferred Stock.  The Series B Voting Preferred Stock shall have the right to vote the shares on any matter requiring shareholder approval on the basis of 4 times the votes of all the issued and outstanding shares of common stock, as well as any issued and outstanding preferred stock.

Series B Voting Preferred Shares issued during the nine months ended September 30, 2017:

On April 7, 2017,July 1, 2019, the Company issued 20,000 sharesfiled a Certificate of Amendment to increase the number of authorized Series B VotingA Preferred Stock to Edward Aruda.  The Company obtained30,000,000, with a third-party valuationpar value of $0.001.  Each share of Preferred Series A Stock shall have a value of $10 per share and will convert into common stock at the closing price of the preferredcommon stock to determine the fair value as aton the date of issue.conversion.  The report results providedSeries A stock shall have no voting rights on corporate matters, unless and until the Series A shares are converted into Common Shares, at which time they will have the same voting rights as all Common Shareholders have; their consent shall not be required for a value of $ $21,000 as stock based compensation as part of consulting expenses.taking any corporate action.

On August 28, 2017Pursuant to the 20,000 sharesMerger Agreement dated November 22, 2019, the Company will issue $5,000,000 worth of Preferred Series B Voting PreferredA Stock to Edward Aruda was canceledMr. Lewis. The number of Preferred Series A shares to be issued is 500,000 shares at a price of $10.00 per share and 1,000 sharesconvertible pursuant the conversion rights as specified in the Articles of Series B Voting Preferred Stock to Dan Rushford.

Incorporation and Certificate of Designation for the Company. As of September 30, 2017, and December 31, 2016, 1,000 and $0 preferred2019, the shares werehad not been issued, and outstanding, respectively.

Common Shares issued during the nine months ended September 30, 2017:Company recorded a liability for unissued shares in the amount of $500, goodwill of $2,289,884 and $2,289,334 to additional paid in capital.

On March 28, 2017, the Company approved the issuance of 1,920,0001, 2020, 500,000 shares of Preferred Series A Shares were issued pursuant to the Company’s common stockMerger Agreement, and a $500 liability for services provided by a consultant, in the form of stock awards which shall vest as of the date of grant.  Theunissued shares were valued at the fair market value on the date of grant totaling $96,000, which amount has been expensed as stock based compensation as part of consulting expenses.was reclassed to equity.

On May 16, 2017,April 6, 2020, the Company amendedexecuted an addendum to the termsDistribution & Licensing Agreement dated November 19, 2019, with Bgreen Partners, Inc. The Company issued 400,000 Preferred Series A shares at a price of a consulting agreement (Note 5 (2)) so that $15,000 in services payable by shares of common stock shall convert at $0.01$10.00 per share which are convertible pursuant the conversion rights as specified in the Articles of Incorporation and certificate of designation for a total of 1,500,000 common shares.  The shares were issued as of the date of the amendment and were valued at $82,500, or $0.055 per share based on the fair market value on the date of the agreement. The Company recorded the additional $67,500 as stock-based compensation which is included in consulting fees.Company.

On September 18, 2017,October 15, 2020, the holderCompany entered into an IP Purchase and License Agreement with Maguire & Associates, LLC in the amount of $5,000,000. The Company issued 500,000 Preferred Series A shares at a note converted $8,000price of $10.00 per share which are convertible pursuant the conversion rights as specified in principal into 987,354 sharesthe Articles of Incorporation and certificate of designation for the Company’s common stock.Company.

CommonOn November 20, 2020, Mr. Lewis converted 70,000,000 common shares at a price of $.0018 per share into 54,000 Preferred Series A Shares issued duringat a price of $10 per share. The conversion resulted in a loss of $414,000 which was recorded to the year ended December 31, 2016:statement of operations.

During the year ended December 31, 2016,2020, 734,000 shares of Series A Preferred stock were converted to 2,416,667,054 common shares in accordance with the conversion terms. The issuances resulted in a loss on conversion of $1,572,272 which was recorded to the statement of operations.

On January 1, 2021, the Company has received proceeds totaling $35,500 from various parties subscribingissued 10,000 shares of Series A Preferred stock to Bennett Buchanan pursuant to his Consulting Agreement.

During the three months ended March 31, 2021, 172,500 shares of Series A Preferred stock were converted to 570,299,494 common shares in accordance with the conversion terms. The issuances resulted in a loss on conversion of $786,315 which was recorded to the statement of operations.

As of March 31, 2021, 30,000,000 Series A Preferred shares and 1,000 Series B Preferred shares were authorized, of which 957,500 Series A shares were issued and outstanding, and 1,000 Series B shares were issued and outstanding.

NOTE 14 – COMMON STOCK

On April 22, 2019, the Company approved the authorization of a 1 for a total of 53,250,000 shares at $0.000667 per share under our Form S-1 registration statement.  53,250,000 shares3,000 reverse stock split of the Company’s outstanding shares of common stock. The Company’s financial statements have been retroactively adjusted for this stock split for all periods presented.

During the year ended December 31, 2019, the holder of a convertible note converted $1,148 of accrued interest and $500 in conversion fees into 400,000 shares of common stock. The common stock were issued in respectwas valued at $5,077 based on the market price of these subscriptions.the Company’s stock on the date of conversion.

On July 25, 2016, 1,500,000,000March 17, 2020, the Company’s former President cancelled 8,008,334 shares of treasurycommon stock were returned.issued to settle debt of $25,342 and $25,000 in stock based compensation pursuant to an employee agreement. The cancellation resulted in a liability of unissued shares of $25,000 and an increase in related party liabilities of $25,342. On December 31, 2020, Mr. Rushford agreed to forgive the debt and $50,342 was recorded to additional paid in capital.

On March 25, 2020, the Company filed a Certificate of Amendment to increase the number of authorized common shares from 5,000,000,000 to 10,000,000,000 with a par value of $0.001.

On November 20, 2020, Mr. Lewis converted 70,000,000 common shares at a price of $.0018 per share into 54,000 Preferred Series A Shares at a price of $10 per share. The conversion resulted in a loss of $414,000 which was recorded to the statement of operations.

On December 2, 2016, our sole officer and director, Mr. Edward Aruda, returned 7,361,250,0004, 2020, the Company filed a Certificate of Amendment to increase the number of authorized common shares from 10,000,000,000 to 20,000,000,000 with a par value of the Company’s common stock for no consideration. Mr. Aruda was originally issued 7,500,000,000 shares as a signing bonus in fiscal 2015.

As at September 30, 2017 and December 31, 2016, there were 196,407,654 and 192,000,000 shares issued and outstanding, respectively.

Mr. Edward Aruda, President, CEO and Director$0.001.

During the nineyear ended December 31, 2020, 734,000 shares of Series A Preferred stock were converted to 2,416,667,054 common shares in accordance with the conversion terms. The issuances resulted in a loss on conversion of $1,572,272 which was recorded to the statement of operations.

During the year ended December 31, 2020, the holders of a convertible notes converted $1,388,809 of principal, $351,376 of accrued interest and $39,275 in conversion fees into 1,023,817,685 shares of common stock. The common stock was valued at $8,141,166 based on the market price of the Company’s stock on the date of conversion.

During the three months ended September 30, 2017, Mr. Aruda advanced $5,700March 31, 2021, warrant holders exercised the warrants and the Company issued 72,048,517 shares of common stock through a cashless exercise of the warrants in accordance with the conversion terms.

During the three months ended March 31, 2021, 172,500 shares of Series A Preferred stock were converted to 570,299,494 common shares in accordance with the conversion terms. The issuances resulted in a loss on conversion of $786,315 which was recorded to the Company.statement of operations.

During the three months ended March 31, 2021, the holders of a convertible notes converted $256,781 of principal, $16,185 of accrued interest and $2,500 in conversion fees into 175,060,588 shares of common stock. The common stock was valued at $1,623,336 based on the market price of the Company’s stock on the date of conversion.

As of September 30, 2017,March 31, 2021, 20,000,000,000 were authorized, of which 4,351,431,054 shares are issued and December 31, 2016, $10,940 and $9,440 is reflected on the Company’s balance sheets as promissory notes payable – related party in respect of amounts which remain payable to Mr. Aruda.outstanding.

During the nine months ended September 30, 2017, Mr. Aruda invoiced $30,000 ($5,000 per month) as consulting fees. The Company paid $18,000 in cash, leaving $12,000 on the Company’s balance sheets as accounts payableNOTE 15 – related parties.INCOME TAX

On April 7, 2017, the Company issued 20,000 shares of Series B Voting Preferred Stock to Edward Aruda.  The Company obtained a third-party valuation of the preferred stock to determine the fair value as at the date of issue.  The report results provided for a value of $ $21,000 as stock based compensation as part of consulting expenses.

On August 28, 2017 Edward Aruda resigned from the positions of Chief Executive Officer, President, Secretary, and Treasurer. Mr Aruda will remain as Chairman of the Board of Directors and will supervise sales and marketing for the Company in the near future.

Mr. Matthew C. Scott, Director

On April 1, 2017, the Company expanded its board of directors to include Matthew C. Scott.  Concurrently, the Company entered into a consulting agreement with Mr. Scott for a term of one year, whereby Mr. Scott shall receive an annual fee of $100,000 payable in quarterly installments. Furthermore, effective April 1, 2017 the Company agreed to issue Mr. Scott 2,000,000 shares of restricted common stock for his services as a director. The shares upon issue will be held by the Company for a term of six months and are cancelable should Mr. Scott not serve in his capacity as director for a minimum term of six months.

The Company recorded $140,000 in share based compensation in respect of the 2,000,000 shares issuable based on the fair market value on April 1, 2017, which has been recorded on the balance sheet as liabilities for unissued shares.  Furthermore, a total of $140,000 has been expensed in the nine months ended September 30, 2017 as stock based compensation as part of consulting expenses.

During the nine months ended September 30, 2017, the Company accrued consulting fees of $40,000, and paid $10,000 in cash, leaving $30,000on the Company’s balance sheets as account payable – related parties with respect to amounts due to Mr. Scott.

Mr. Samuel Berry, Director

On June 19, 2017, the Company entered into a Consulting Agreement with Mr. Samuel Berry.  Mr. Berry will receive an annual salary of $50,000, payable in quarterly installments at $12,500 per quarter.  

On June 19, 2017 the Board of Directors appointed Mr. Samuel L. Berry as Director.  For accepting the position of Director, Mr. Berry will receive 1,000,000 Shares of the Company’s Common Stock, valued at $0.05 per share.  Additionally, Mr. Berry will be paid $500 for each board meeting for which he is physically present.

The Company recorded $50,000 in respect to the value of 1,000,000 unissued shares as liabilities for unissued shares, and expensed $50,000 as stock based compensation as part of consulting expenses in the period ended June 30, 2017.

During the nine months ended September 30, 2017, the Company accrued consulting fees of $16,667on the Company’s balance sheets as account payable – related parties in respect of amounts payable to Mr. Berry.

Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.

Operating loss carry-forwards generated duringThe deferred tax asset and the valuation allowance consist of the following at March 31, 2021:

As of the date of this filing, the Company is not current in filing their tax returns. The last return filed by the Company was December 31, 2019, and the Company has not accrued any potential penalties or interest from that period from May 25, 2014 (date of inception) through September 30, 2017 of approximately $1,092,723 will begin to expire in 2034.forward.  The Company applies a statutory income tax rate of 34%. Accordingly, deferred tax assets relatedwill need to net operating loss carry-forwards total approximately $371,524 at September 30, 2017.

All tax years since inception arefile returns for the year ending December 31, 2020, which is still open to examination by the Internal Revenue Service.

On October 15, 2017, the Board of Directors of the Corporation approved the issuance of 20,000,000 restricted common shares in value of $200,000 at a price of $.01 to Robert Sullavan pursuant the Agreement dated October 2, 2017; 75,000,000 restricted common shares at a value of $50,000 to Samuel Berry at $12,500 per month for 4 months pursuant his agreement date June 19, 2017 at a price of ..00067; 75,000,000 restricted common shares at a value of $50,000 to Mathew Scott pursuant his agreement date April 1, 2017; and 25,000,000 restricted common shares at a value of $25,000 to Daniel Rushford at a price of $.01 pursuant his agreement dated August 28, 2017.examination.

NOTE 16 – COMMITMENTS AND CONTINGENCIES

Consulting Agreement

On January 1, 2021, the Company entered into a Consulting Agreement with Bennett Buchanan to assist with marketing, advertising, customer relations, and licensing and compliance regulatory requirements. The term of the Agreement is for two years and may be terminated or extended upon mutual agreement of both parties pursuant with a thirty-day written notice. The Company will pay the Consultant a monthly fee of $3,000 and $100,000 in Series A Stock during the term of the agreement. In addition, the Consultant will receive a 2% commission on gross sales for each customer sale closed by the Consultant.

Operating Lease

On January 1, 2020, the Company entered into a new office lease for space located in the Wolf Creek Industrial Building at 110 Spring Hill Dr. #10 Grass Valley, CA 95945. The lease has a term of 5 years, from January 1, 2020 through December 31, 2025, with a monthly rent of $4,861.

Service Agreement

On June 12, 2018, the Company entered into a preventative maintenance service agreement with Atlas Copco Compressions LLC. The agreement is for a period of 5 years, at a cost of $145.13 per month.

NOTE 17 – SUBSEQUENT EVENTS

Subsequent Issuances

On April 6, 2021, 7,500 shares of Preferred Series A stock was converted into 50,000,000 shares of common stock.

On April 13, 2021, 10,000 shares of Preferred Series A stock was issued to employee Jesse Prim at $10 per share.

On April 13, 2021, 10,000 shares of Preferred Series A stock was issued to employee Corbin Boyle at $10 per share.

On April 15, 2021, 18,900 shares of Preferred Series A stock was converted into 60,000,000 shares of common stock.

On April 15, 2021, the holder of a convertible note converted a total of $45,150 of principal and interest into 19,630,435 shares of our common stock.

On April 19, 2021, 15,000 shares of Preferred Series A stock was converted into 125,000,000 shares of common stock.

On April 28, 2021, the holder of a convertible note converted a total of $54,123 of principal, interest, and fees into 29,161,255 shares of our common stock.

The Company has evaluated subsequent events pursuant to ASC Topic 855 and has determined that there are no additional subsequent events to disclose.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion and analysis summarizes the significant factors affecting our consolidated results of operations, financial condition and liquidity position for the three months ended March 31, 2021. This discussion and analysis should be read in conjunction with our audited financial statements and notes thereto included in our Annual Report on Form 10-K for our year-ended December 31, 2020 and the consolidated unaudited financial statements and related notes included elsewhere in this filing. The following discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intends”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results, later events, or circumstances or to reflect the occurrence of unanticipated events.

In this report unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares of our capital stock.

The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

As used in this quarterly report, the terms “we”, “us”, “our”, and “our company” means Vet Online Supply,BrewBilt Manufacturing, Inc., unless otherwise indicated.

Corporate Information

Vet Online Supply, Inc. was incorporated in the State of Florida on May 31, 2014. We are an emerging growth company that engages in the sale of veterinary supplies for vet clinics of all sizes. We sell our products on the eCommerce web-based platform called OsCommerce, at our website www.vetonlinesupplies.com. Our website gives our customers the ability to purchase veterinary supplies at affordable prices, making an order any time of the day, any day of the week. Our short term objective is to phase-out the Concord Supply line and expand our product line to include CBD Pet Products and have plans for further expansion in fiscal 2017 with new products to enhance pet health. As part of this initiative we recently began selling and shipping our own cannabis product line for pets, in addition to our legacy veterinarian supplies line. The newest of the products are the Pet Drops, and the Pet Treats. CBD pet drops can help with arthritis, compromised immune systems, stress responses, aggression and digestive issues. Veterinarians are also finding CBD hemp can be useful in treating acute ailments like sprains and strains, torn ligaments, bone breaks and even during post-operative care to reduce swelling, pain and stiffness.

The margins are greater with our own brand-name label products as compared to the products sold through Concord. Further, our ability to respond to our customer needs are also greater as compared to reliance on Concord’s ability to fulfill product orders.

The Company’s fiscal year end is December 31.

Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

Liquidity and Capital ResourcesRESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial statements for the nine months ended September 30, 2017 and audited financial statements for the year ended December 31, 2016, along with the accompanying notes, as filed with the Securities and Exchange Commission on Form 10-K on April 17, 2017.

At September 30, 2017 we had cash on hand totaling $2,762 (December 31, 2016 - $319), property and equipment of $16,876, and other receivables of $177 for total assets of $19,815 (December 31, 2016 - $496). We had liabilities of $975,252 (December 31, 2016 - $80,352).  The substantive increase to our current liabilities is a direct result of certain financings by way of convertible note payable entered into during the nine months ended September 30, 2017.  In addition, we expanded our board of directors, management and consulting team during the current nine months which resulted in an increase to both our accounts payable and our related party accounts payable.  We have recently commenced an aggressive plan to increase our online sales including a series of newly developed supplements for pets. We expect to be required to secure additional financing to fund future operations. To date, loans when required, have been able to be secured from management of the Company and third-party financing sources, however we cannot provide any assurance that we will be able to raise additional proceeds or secure additional loans in the future to cover our expenses related to maintaining our reporting company status (estimated at $50,000 for fiscal year 2017) and our other operational overhead which shall require a minimum of $300,000. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. If we are unable to accomplish raising adequate capital, then it would be likely that any investment made into the Company would be lost in its entirety.  

Results of Operations

Results for the three months ended September 30, 2017 comparedThree Months Ended March 31, 2021 Compared to the three months ended September 30, 2016Three Months Ended March 31, 2020

Revenues:

The Company’s revenues were $0$13,251 for the three months ended September 30, 2017March 31, 2021 compared to $0$38,934 for the three months ended September 30, 2016.March 31, 2020. The decrease is due to fewer projects being completed and delivered to customers in Q1 2021. In addition, the average revenue per job for the customer orders that were completed were lower in Q1 2021 compared to Q1 2020.

Cost of Sales:

The Company’s cost of salesmaterials was $670$7,614 for the three months ended September 30, 2017,March 31, 2021, compared to $0$21,623 for the three months ended September 30, 2016.March 31, 2020. The increase wasdecrease is due to the purchase of additional materials required to fulfill customer orders as sales increased.fewer completed jobs in Q1 2021.

Operating Expenses:

Operating expenses consisted primarily of consulting fees, professional fees, consulting fees,salaries and wages, office expenses and fees associated with preparing reports and SEC filings relating to operatingbeing a public company. Operating expenses for the three months ended September 30, 2017,March 31, 2021, and September 30, 2016,March 31, 2020, were $160,197$404,001 and $7,431$302,492, respectively. The increase is primarily attributable to our operating costs is a direct result of thean increase toin consulting fees period over period as the Company has retained additional consultants to help implement expansion of our business plan.  We have also increased our management team with the addition of two new directors.  and professional fees.

Other Income (Expense):

Other income (expense) for the three months ended September 30, 2017,March 31, 2021 and September 30, 2016,March 31, 2020 was $(92,119)$(2,239,394) and $(131)$(1,851,208), respectively. Other income (expense) consisted of gain or loss on debt forgiveness, gain or losslosses on derivative valuation, losses on conversion on preferred stock to common stock and interest expense. The gain or loss on derivative valuation is directly attributable to the change in fair value of the derivative liability. Interest expense is primarily attributable to interest and penalties on outstanding notes payable, the initial interest expense associated with the valuation of derivative instruments at issuance and the accretion of the convertible debentures over their respective terms. The increased expensevariance primarily resulted from the fluctuation of the Company’s stock price which impacted the valuation of the derivative liabilitiesan increase in interest expense and the change in the gain/a loss on debt settlement between periods based on the amountconversion of debt converted and the difference between the value of thePreferred Series A stock issued and the debt extinguished.to common stock.

Net Loss:

Net loss for the three months ended September 30, 2017March 31, 2021 was $252,986$2,637,758 compared with a net loss of $7,562$2,136,389 for the three months ended September 30, 2016.March 31, 2020. The increased net loss can be explained by theand increase in operating expenses, interest expenses and by the changes in the gain in the fair valuea loss on conversion of derivative liabilities and the gain on settlement of debt.Preferred Series A stock to common stock.

Results forImpact of Inflation

We believe that the nine months ended September 30, 2017rate of inflation has had a negligible effect on our operations.

Liquidity and Capital Resources