U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

Mark One

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 20172022

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File No. file number 000-55787

Vet Online Supply Inc.

(Exact name of registrant as specified in its charter)

110 Spring Hill Road #10
Grass Valley, CA95945
(Address of principal executive offices)

(530)802-5023
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

As of November 7, 2017,2022, there were 209,150,000788,743,081 shares of the registrant’s $0.001 par value common stock issued and outstanding.

CONTENTS

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements.”. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the nine months ended September 30, 2017,2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.2022. For further information, refer to the financial statements and footnotes thereto included in our company’s Annual Report on Form 10-K for the year ended December 31, 20162021 as filed with the Securities and Exchange Commission on April 17, 2017.March 31, 2022.

REPORTED IN UNITED STATES DOLLARS

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 UNAUDITEDTHE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2022
(unaudited)

(Unaudited)

1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Description of 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 brewing, fermentation and distilling systems for the CBDcraft beer industry using “Best in Class” American made stainless steel. Founded by Jeff Lewis in 2014 with a vision of creating a profitable company by hiring excellent local craftsmen, designing and enhancement pet care supplies markets. Our headquarters are located at 6500 Live Oak Drive, Kelseyville CA 95451.  Recently the Company has expanded itsbuilding products to include its own cannabis product line for pets,exceed customers’ expectations Mr. Lewis now has over 20 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.

BrewBilt has strong relationships with suppliers of raw materials, equipment, and services globally, in addition an aggressive referral network of satisfied customers nationwide. 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 950 operating breweries – being centrally located in this booming market was a large draw for BrewBilt to locate its legacy veterinarian supplies line. These newmanufacturing facility in the Sierra foothills.

All BrewBilt products are designed and fabricated as “food grade” quality which enables the company to helpbuild vessels for food and beverage processing. BrewBilt buys materials and components mostly from suppliers which enables BrewBilt to closely monitor quality, while the company’s revenues are generated from sales to customers throughout the world a great deal of specific interest in coming from Mexico, Japan, Europe, and Australia.

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 arthritis, compromised immune systems, stress responses, aggressionsubstantial tenant improvements. BrewBilt obtains the majority of its leads through customer referrals and digestive issuesfrom online marketplaces. The company’s website has expanded to include online sales and have mayonline educational/marketing videos that feature the company and its expanded product line of brewing accessories. BrewBilt has also be usefulcreated distribution sales agreements with individuals and companies to represent BrewBilt in treating acute ailments like sprainsboth the domestic and strains, torn ligaments, bone breaks and even during post-operative care to reduce swelling, pain and stiffness.international markets.

During August 2015,On April 20, 2022, the Company filed amended articles withapproved the Florida Secretaryauthorization 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 issuedstock. The reverse split was effective on April 28, 2022, and outstanding preferred stock.

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

To date, our activities have been limitedretroactively adjusted to formation,take this into account for all periods presented. The Company issued 8,062 common shares due to rounding in connection with 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 consultantsreverse stock split.

Amendments 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.Previously Reported Annual Financial Information

Unaudited Interim Financial Statements

The interim unauditedCompany’s previously issued 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 indicative2021, as included in its Form 10-Q filed on November 15, 2021, have been restated since the Company improperly classified the Series A preferred stock in permanent equity as opposed to liability pursuant to ASC 480-10-25-14(A), since the financial instrument embodies an unconditional obligation to transfer a variable number of shares and the results that may be expected for the year ending December 31, 2017.monetary value of such obligation is based solely on a fixed amount known at inception.

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”).

Business Combinations

As per ASC 805-50 a common-control transaction does not meet the definition of a business combination because there is no change in control over the net assets. The accounting for these transactions is addressed in the “Transactions Between Entities Under Common Control”. The net assets are derecognized by the transferring entity and recognized by the receiving entity at the historical cost of the parent of the entities under common control. Any difference between the proceeds transferred or received and the carrying amounts of the net assets is recognized in equity in the transferring and receiving entities’ separate financial statements and eliminated in consolidation. The change in accounting principle is applied retroactively for all periods presented.

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 September 30, 2022 and December 31, 2021, the Company has deferred $1,235,438 and $1,104,923, respectively, in revenue, and $699,853 and $880,494 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, 20172022 and December 31, 20162021 is $0.

Inventories

Inventories 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 wrote off $39,434 in obsolete inventory to the statement of operations. As of September 30, 2022 and December 31, 2021, the Company has inventory of $186,836 and $147,859, respectively.

Inventories

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.

Capitalized Distribution Fees

The Company records its intangible assets at cost in accordance with ASC 350, Intangibles – Goodwill and Other. The Company reviews the intangible assets for impairment on an annual basis or if events or changes in circumstances indicate it is more likely than not that they are impaired. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale, or disposition of a significant portion of the business, or other factors. If the review indicates the impairment, an impairment loss would be recorded for the difference of the value recorded and the new value. For the periods ended September 30, 2022 and December 31, 2021, there were no impairment losses recognized for intangible assets. The Company amortizes the capitalized distribution fees over a term of five years in connection with the distribution agreement.

Warranty

The Company is a reseller of premium veterinary supply products and cannabis based supplements 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.

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 warrantycomplete system. To date, BrewBilt has spent less than $5,000 over the past 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 September 30, 2022 and December 31, 2021, the Company has recorded a liability of $5,000 and $5,000, respectively, for warranties, which is included in accrued liabilities in the accompanying balance sheet.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses are carried at amortized cost and represent liabilities for goods and services provided by the manufacturers directly to the purchasers. We do not provide any provisions for obligations which mayCompany prior to the end of the fiscal year that are unpaid and arise under manufacturer’s warrantieswhen the Company becomes obliged to make future payments in respect of the purchase of these goods and therefore at no time incur any warranty liabilities.services.

Advertising and Marketing Costs

Advertising and marketing costs are expensed as incurred and were $0 during the nine-month period ended September 30, 2017 and 2016.

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.

These levels are:

Level 1 – Quoted- inputs are based upon unadjusted quoted prices for identical instruments traded in active markets for identical assets or liabilities.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 of fair value requires significant judgment or estimation.techniques.

If the inputs used to measure the financialFinancial 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 themeasured at fair value measurement of the instrument.on a recurring basis:

The following table provides a summarySummary of the fair value of our derivative liabilities

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 Junethese 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 interest, exchange or credit risks arising from these financial instruments. As of September 30, 20172022 and December 31, 2016:2021, the balances reported for cash, accounts receivable, prepaid expenses, accounts payable, and accrued liabilities, approximate the fair value because of their short maturities.

Debt issuance costs and debt discounts

Debt issuance costs and debt discounts are being amortized over the lives of the related financings on a basis that approximates the effective interest method. Costs and discounts are presented as a reduction of the related debt in the accompanying consolidated balance sheets.

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, 2021 and 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.outstanding during the period after giving retroactive effect to the reverse stock split affected on April 28, 2022 (see Note 17). 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 nine months ending September 30, 2022 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 accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of September 30, 2022, the Company has experienced net losses to date, and it has not generated sufficient revenuea shareholders’ deficit of $14,640,699 since its inception, working capital deficit of $2,473,922, negative cash flows from operations, to meet our operational overhead. We will need additional working capital to service debt and for ongoinghas limited business operations, which raises substantial doubt about ourthe Company’s ability to continue as a going concern. ManagementThe ability 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 enableits commitments as they become payable is dependent on the ability of the Company to reachobtain necessary financing or achieving a profitable level of operations. Historically,There is no assurance the Company will be successful in achieving these goals.

The Company does not have sufficient cash to fund its desired production for the next 12 months. The Company has arranged financing and intends to utilize the cash received to cover ongoing operational expenses. The Company plans to seek additional financing if necessary, in private or public equity offering(s) to secure future funding for operations. There can be no assurance the Company will be successful in raising additional funding. If the Company is not able to secure additional funding, the implementation of the Company’s sole officerbusiness plan will be impaired. There can be no assurance that such additional financing will be available to the Company on acceptable terms or at all.

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 September 30, 2022 and December 31, 2021, prepaid expenses consisted of the following:

Schedule of Prepaid Expenses

On September 15, 2021, Bennett Buchanan was appointed to serve as a director has provided short term loansof BrewBilt Manufacturing, Inc. In connection with Mr. Buchanan’s appointment, the Company agreed to meet working capital shortfalls. We have recently entered into financing agreementsrepurchase 10,000 shares of Series A Convertible Preferred Stock from Mr. Buchanan issued to him under his Consulting Agreement dated January 1, 2021, for an aggregate purchase price of $100,000, payable in five installments of $20,000 each over the six month period following his appointment as a director. During the year ended December 31, 2021, the company recorded payments of $40,000 in connection with various third partiesthis agreement. It recognized $80,000 in consulting fees in 2021 and $20,000 was recognized in the first quarter of 2022.

On June 10, 2022, the Company agreed to meet our capital needsmodify the IP Purchase and License Agreement with Maguire and Associates, LLC, dated October 15, 2020. Pursuant to the Amendment, the Company agreed to issue an additional 200,000 Preferred Series A shares, valued at $2,000,000, and in fiscal 2017.return, Maguire and Associates agrees to take full responsibility for outstanding, unpaid advertising fees and all future advertising costs in the USA for the next 24 months. The Company recorded $1,000,000 in prepaid expenses and recorded $1,000,000 in non-current assets on the balance sheet. During the nine months ended September 30, 2022, Maguire & Associates paid $14,850 in advertising expenses which was reclassified to the statement of operations.

The accompanying financial statements do not include any adjustments relatedNOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at September 30, 2022 and December 31, 2021:

Schedule of Property and Equipment

During the year ended December 31, 2021, the company recorded fixed assets additions of $276,035 and fixed asset proceeds of $90,746. Depreciation and amortization expenses of $40,900 and $30,691 were recorded to the recoverabilitystatement of operations for the nine months ended September 30, 2022 and 2021, respectively.

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 asset-carrying amounts or the amountseffective date. We did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and classificationassessing impairment. The adoption of liabilities that maythe lease standard did not change our previously reported consolidated statements of operations and did not result shouldin a cumulative catch-up adjustment to opening equity.

The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company be unableutilizes its incremental borrowing rate, which is the rate incurred to continueborrow 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 3.25 years.

The Company has elected the practical expedient to combine lease and non-lease components as a going concern.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, 20142020, the Company entered into a Resellerstandard 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 five years, from January 1, 2020 through December 31, 2025, with a monthly rent of $4,861.

As of September 30, 2022 and December 31, 2021, ROU assets and lease liabilities related to our operating lease is as follows:

Schedule of Right of use of assets and lease liabilities

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

Schedule of future minimum lease payments

NOTE 6 – INTANGIBLES

On August 20, 2021, the company entered into an Exclusive Distribution Agreement with Concord Veterinary Supplies Inc., (“Concord”), where under Concord has authorizedSouth Pacific Traders Oy. Pursuant to the non-exclusive rightagreement, the company will issue 50,000 Series A Convertible Preferred stock at $10 per share. South Pacific Traders will market BrewBilt Manufacturing equipment to Vet Online Supply, Inc.the European Community and United Kingdom. Management determined that the 50,000 Series A Convertible Preferred to market, promote, advertise, sell, distributebe issued as consideration for the exclusive distribution agreement is a finite-lived intangible asset and deliver, veterinary products carried by Concord Veterinary Supply, which are listed on www.concord-surgical.com, for a one-time fee of $50,000. The fee payable has been secured by an interest free convertible promissory note (the “Note”) due within ninety (90) dayswill be amortized over the five year term of the agreement.

On January 17, 2022, the company issued 50,000 shares, and $500,000 was reclassified from Convertible Stock Payable to Series A Convertible Preferred Stock. During the nine month period ending September 30, 2022, the company amortized $75,000 of the capitalized distribution fees to the statement of operations.

NOTE 7 – ACCRUED LIABILITIES

As of September 30, 2022 and December 31, 2021, accrued liabilities were comprised of the following:

Schedule of Accrued Liabilities