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

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

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

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,~~April 27, 2023, there were ~~209,150,000~~123,297,673 shares of the registrant’s $0.001 par value common stock issued and outstanding.

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.

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~~three months ended ~~September 30, 2017,~~March 31, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2017.~~2023. 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, ~~2016~~2022 as filed with the Securities and Exchange Commission on April ~~17, 2017.~~10, 2023.

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BrewBilt Manufacturing Inc. ~~(the “Company”) is~~, a Florida ~~corporation incorporated on May 31, 2014. We~~Corporation, designs and manufactures custom brewing and fermentation equipment for craft brewers dedicated to making specialty craft beer. BrewBilt brewhouses and tanks are ~~currently a US based reseller~~fabricated by highly skilled local welders using best-in-class American stainless steel.

BrewBilt’s proprietary systems are designed for talented brewer’s who proudly stand behind every pint of ~~premium veterinary supplies.~~great beer. The ~~goal~~company has spent 15 years designing brewhouse systems for hundreds of ~~“Vet Online Supply”~~satisfied companies around the globe. Each brewery systems is ~~to replace our current business model of sourcing our products through Concord Veterinary Supply; and launching our own brand label products~~customized for the ~~CBD~~customers needs. Our engineering and ~~enhancement pet care supplies markets. Our headquarters are located at 6500 Live Oak Drive, Kelseyville CA 95451. Recently the Company has expanded its products~~design team work closely with each customer in order to ~~include its own cannabis product line for pets, in addition to its legacy veterinarian supplies line. These new products~~assure quality assurance and industry compliance.

BrewBilt hand-crafts high quality brewing systems that are designed around specific brewing needs. Built by talented craftsmen in Northern California using the finest American 304 stainless steel. Every BrewBilt product features superior efficiency with an intuitive ergonomic design. From our powerful 10-bbl Pub system up to help with arthritis, compromised immune systems, stress responses, aggression 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 share120-bbl production system, BrewBilt is there every step of the ~~Company’s issued Common Stock (“Forward Split”)~~way during the life of your brewery.

Retail dollar sales of craft beer increased 21%, to $26.8 billion, and now account for just under 27% of the $100 billion U.S. beer market (previously $94 billion). The ~~effective date of~~primary reason for the ~~Forward Split is July 28, 2016. On March 28, 2017,~~larger dollar sales increase was the ~~Company filed an amendment~~shift back in beer volume to ~~its articles of incorporation reducing the~~bars and restaurants from packaged sales.

The number of ~~authorized common shares~~operating craft breweries continued to climb in 2021, reaching an all-time high of 9,118, including 1,886 microbreweries, 3,307 brewpubs, 3,702 taproom breweries, and 223 regional craft breweries. The total operating brewery count was 9,247, up 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~~9,025 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.

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 for2020. Throughout the year, ~~ending December 31, 2017.~~there were 646 new brewery openings.

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”).

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.

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.

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

~~Revenue from~~The Company recognizes revenue when obligations under the ~~sale~~terms of ~~goods is recognized when~~a contract with its customer are satisfied; generally, this occurs with the ~~risks and rewards~~transfer of ~~ownership have been transferred to the customer, which is usually when title passes.~~control of its products. Revenue is measured atas the ~~fair value~~amount of consideration expected to be received in exchange for transferring products. If the ~~consideration received, net~~conditions for revenue recognition are not met, the Company defers the revenue and related cost of ~~trade discounts~~sales until all conditions are met. As of March 31, 2023 and December 31, 2022, the Company has deferred $1,153,949 and $1,266,940, respectively, in revenue, and $494,596 and $590,746 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 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, 2017~~March 31, 2023 and December 31, ~~2016~~2022 is $0.

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. As of March 31, 2023 and December 31, 2022, the Company has inventory of $178,613 and $186,149, respectively.

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 three months ended March 31, 2023, and year ended December 31, 2022, there were no impairment losses recognized for intangible assets. The Company amortizes the capitalized distribution fees over the five-year term of the underlying distribution agreement.

The Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. For the three months ended March 31, 2023 and the year ended December 31, 2022, there were no impairment losses recognized for long-lived assets.

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.

~~The Company is a reseller~~manufacturer of products which are shipped to our customers directly from the ~~manufacturer and~~Company. 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 incurred~~system produced by the Company ~~under~~as components, have a manufacturers’ warranty that is passed on to the ~~terms~~end user of the ~~limited warranty~~complete 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 March 31, 2023 and December 31, 2022, 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 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 may~~Company prior to the end of the fiscal year that are unpaid and arise ~~under manufacturer’s warranties~~when 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 are expensed as incurred and were $0 during the nine-month period ended September 30, 2017 and 2016.~~

~~FASB ASC 820,~~ Fair ~~Value Measurements and Disclosures, defines fair~~ value is defined as the ~~exchange~~ price that would be received ~~for~~upon 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 participants~~not on assumptions specific to the ~~measurement date. FASB ASC 820 also~~entity. 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 when~~used in measuring fair ~~value. FASB ASC 820 describes~~value are observable in the market. Each fair value measurement is reported in one of the three levels, ~~of inputs~~and which is determined by the lowest level input that ~~may be used~~is significant to ~~measure~~the fair ~~value:~~value measurement in its entirety.

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 as~~are based upon quoted prices for similar ~~assets~~instruments in active markets, quoted prices for identical or ~~liabilities; or other inputs~~similar 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 little~~market participants would use in pricing the asset or ~~no market activity and that are financial instruments whose~~liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow ~~methodologies, or~~models, 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 financial~~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~~measured at fair value ~~measurement of the instrument.~~on a recurring basis:

~~The following table provides a summary~~Summary 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 ~~June 30, 2017~~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 interest, exchange or credit risks arising from these financial instruments. As of March 31, 2023 and December 31, ~~2016:~~2022, the balances reported for cash, accounts receivable, prepaid expenses, accounts payable, and accrued liabilities, approximate the fair value because of their short maturities.

Input September 30, 2017 December 2016
Level Fair Value Fair Value
Derivative Liability 3 $ 508,532 $ -
Total Financial Liabilities $ 508,532 $ -

The Company evaluates and accounts for ~~income~~conversion options embedded in its convertible instruments in accordance with ASC 815 “Derivatives and Hedging”. ASC 815 generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.”

ASC 815-40 “Derivatives and Hedging - Contracts in Entity’s Own Equity” provides that, among other things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability.

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.

The Company records 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 ~~income~~operations 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 the~~a deferred tax ~~assets~~asset 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, 2022, 2021, and 2020, which is still open for examination.

The Company accounts for stock-based compensation in accordance with ASC Topic 718-10, Compensation-Stock Compensation and ASC Subtopic 505-50, Equity-Based Payments to Non-Employees. Stock-based compensation expense recognized during the requisite services period is based on the value of share-based payment awards after reduction for estimated forfeitures. Forfeitures are estimated at the time of grant and are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

During the three months ended March 31, 2023 and 2022, the Company had stock-based compensation expense recognized in its statements of operations of $759,000 and $200,000, respectively.

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 splits affected on April 28, 2022 and March 23, 2023 (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.

~~The Company has implemented all~~Although there were new accounting pronouncements ~~that are in effect~~issued or proposed by the FASB during the three months ending March 31, 2023 and ~~that may impact its financial statements and~~through the date of filing of this report, the Company does not believe ~~that there are~~ any ~~other new~~of these accounting pronouncements ~~that have been issued that might~~has had or will have a material impact on its financial position or results of operations.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of March 31, 2023, the Company has ~~experienced net losses to date, and it has not generated sufficient revenue~~a shareholders’ deficit of $18,149,260 since its inception, working capital deficit of $4,103,368, negative cash flows from operations, ~~to meet our operational overhead. We will need additional working capital to service debt~~ and ~~for ongoing~~has limited business operations, which raises substantial doubt about ~~our~~the Company’s ability to continue as a going concern. ~~Management~~The 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 enable~~its commitments as they become payable is dependent on the ability of the Company to ~~reach~~obtain 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 officer~~business 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.

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 ~~director has provided short term loans~~then amortized to ~~meet working capital shortfalls. We have recently entered into financing agreements with various third parties to meet our capital needs in fiscal 2017.~~the statements of operations when services are rendered, or over the life of the contract using the straight-line method.

As of March 31, 2023 and December 31, 2022, prepaid expenses consisted of the following:

Property and equipment consisted of the following at March 31, 2023 and December 31, 2022:

~~The accompanying financial statements do not include any adjustments related~~During the three months ended March 31, 2023, the company recorded fixed assets additions of $0 and fixed asset proceeds of $0. Depreciation and amortization expenses of $8,645 and $16,325 were recorded to the ~~recoverability~~statement of operations for the three months ended March 31, 2023 and 2022, respectively.

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 ~~amounts~~effective date. We did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and ~~classification~~assessing impairment. The adoption of ~~liabilities that may~~the lease standard did not change our previously reported consolidated statements of operations and did not result ~~should~~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 ~~be unable~~utilizes its incremental borrowing rate, which is the rate incurred to ~~continue~~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 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 2.75 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 ~~June~~January 1, ~~2014~~2020, the Company entered into a ~~Reseller~~standard 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 March 31, 2023 and December 31, 2022, 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:

On August 20, 2021, the company entered into an Exclusive Distribution Agreement with ~~Concord Veterinary Supplies Inc., (“Concord”), where under Concord has authorized~~South Pacific Traders Oy. Pursuant to the ~~non-exclusive right~~agreement, the company issued 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, distribute~~be 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 three months ending March 31, 2023 and 2022, the company amortized $25,000 and $25,000, respectively, of the capitalized distribution fees to the statement of operations.

As of March 31, 2023 and December 31, 2022, accrued liabilities were comprised of the following:

Billings in excess of revenue is related to contracted amounts that have been invoiced to customers for which remaining performance obligations must be completed before the Company ~~getting notice~~can recognize the revenue. Earnings in excess of ~~effect from its S-1 Registration Statement as filed~~billings is related to the cost of sales associated with the ~~Securities~~customer jobs that are incomplete.

Changes in unearned revenue for the three months ended March 31, 2023 and ~~Exchange Commission, which occurred~~the year ended December ~~22, 2015. At any time prior~~31, 2022 were as follows:

As of March 31, 2023 and December 31, 2022, the Company has recorded $494,596 and $590,746, respectively, in earnings in excess of billings for the cost of sales related to ~~maturity~~customer orders in progress.

As of March 31, 2023 and December 31, 2022, convertible notes payable were comprised of the ~~Note, Concord Veterinary Supply may elect to convert~~following:

During the ~~debt amount into shares of the common stock of~~three months ending March 31, 2023, the Company atreceived proceeds from new convertible notes of $35,700 and reclassified a ~~fixed price of $0.000667 per share.~~

~~There is no beneficial conversion feature resulting from the conversion price compared to market price.~~

~~On April 11, 2017 Concord Veterinary Supply agreed to cancel its outstanding~~ promissory note in the amount of ~~$50,000 for no further consideration.~~$200,000 to convertible notes payable due to the default terms. The default on the promissory note resulted in a default penalty of $40,000, which was recorded to the statement of operations. The Company recorded cash payments of $13,650 and conversions of $124,843 of convertible note principal. Convertible note principal in the amount of $110,000 was forgiven by a note holder, and the Company recorded a gain on ~~debt~~ forgiveness of ~~$50,000.~~

Ondebt of $110,000 to the statement of operations. The Company recorded loan fees on new convertible notes of $12,300, which increased the debt discounts recorded on the convertible notes during the three months ending March ~~15, 2017,~~ 31, 2023. Some of the Company’s convertible notes have a 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 11). The Company ~~received net proceeds~~also recorded amortization of ~~$35,000 from total~~$271,926 on their convertible note debt discounts and loan ~~proceeds~~fees. 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 of~~March 31, 2023, the ~~note and deducted from proceeds advanced. Interest shall accrue from the advancement date and shall be~~convertible 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 987,654~~96,309,110 shares of the Company’s common stock.

~~On April 25, 2017,~~ During the three months ended March 31, 2023, the Company ~~entered into~~recorded interest expense of $54,898, conversions of $21,520 and conversion fees of $5,250 on its convertible notes payable. The Company transferred $20,000 in accrued interest from a promissory note that was reclassified as a convertible ~~loan agreement with an investor. The~~promissory note due to default. Convertible note interest in the amount of $106,309 was forgiven by note holders, and the Company recorded a gain on forgiveness of debt of $106,309 to the statement of operations. As of March 31, 2023, the accrued interest balance was $128,809.

As of March 31, 2023, we have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities.

As of March 31, 2023 and December 31, 2022, promissory notes payable were comprised of the following:

During the ~~option of the lender into shares of common stock of~~three months ended March 31, 2023, 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.

~~In addition, the Company paid an additional $3,000 to a consultant in respect to the consulting agreement (ref: Note 5 – (4)).~~

~~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.

~~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~~valued the embedded conversion ~~features for the nine months ended September 30, 2017:~~

~~During the nine months ended September 30, 2017 the Company recorded derivative liabilities for embedded conversion features related to convertible notes payable~~feature 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 following table represents the ~~nine~~Company’s derivative liability activity for the embedded conversion features for the three months ended ~~September 30, 2017,~~March 31, 2023:

The fair value at the ~~company used~~commitment date for the convertible notes and the revaluation dates for the Company’s derivative liabilities were based upon the following management assumptions as of March 31, 2023:

We account for common stock purchase warrants as derivative liabilities and debt issuance costs on the balance sheet at fair value, and changes in ~~their Black-Scholes model: (1) risk free interest rate 1.06% - 1.20%, (2) term~~fair value during the periods presented in the statement of ~~0.25~~operations, which is revalued at each balance sheet date subsequent to the initial issuance of the warrant.

The fair value at the commitment date for the warrants and the revaluation dates for the Company’s derivative liabilities were based upon the following management assumptions as of March 31, 2023:

A summary of ~~184% - 291%, (4) expected dividend rate~~warrant activity for the three months ended March 31, 2023 is as follows:

The aggregate intrinsic value in the preceding tables represents the total pre-tax intrinsic value, based on options with an exercise price that is higher than the Company’s market stock price of ~~$0.0011 - $0.0014, and (6) exercise price of $0.00605 - $0.00754.~~$0.0143 on March 31, 2023.

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.

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 toJanuary 1, 2023, the Company and Jef Lewisentered into a new Employee Agreement that includes the ~~consultant is~~issuance of 15,000 Preferred Series A shares, and an annual salary of $250,000. Unpaid wages will accrue interest at 6% per annum and may be converted to Preferred Series A stock of the company at equal value and under the conversion guidelines of the Certificate of designation for Preferred Series A stock. Pursuant to this the agreement, the Company will issue $150,000 in Convertible Preferred Series A stock. As of the date of the report the shares have not been issued and are reported as Convertible preferred stock payable on the balance sheet.

On January 1, 2023, the Company and Bennett Buchananentered into a new Employee Agreement that includes the issuance of 15,000 Preferred Series A shares, and an annual salary of $250,000. Unpaid wages will accrue interest at 6% per annum and may be ~~compensated~~converted to Preferred Series A stock of the company at equal value and under the conversion guidelines of the Certificate of designation for Preferred Series A stock. Pursuant to this the agreement, the Company will issue $150,000 in Convertible Preferred Series A stock. As of the ~~amount~~date of ~~$1,000 per month for~~ the ~~services rendered. The contract expired~~report the shares have not been issued and are reported as Convertible preferred stock payable on ~~June 21, 2017 and was not renewed.~~the balance sheet.

On ~~March 17, 2017~~January 1, 2023, the Company entered into a ~~consulting agreement~~Directors Agreement with ~~a third party where under the consultant shall provide administrative and business services~~Jef Lewis for a ~~period~~term of ~~three months from~~one year. In exchange for serving in this capacity, the ~~date~~Company will issue 15,000 shares of ~~the agreement, and the consultant shall be compensated in the amount~~Convertible Preferred Series A stock at a price of ~~$1,500~~$10 per ~~month for the services rendered with a bonus of $15,000 payable in shares as~~share. As of the date of the ~~agreement.~~

~~The stock bonus was not issued 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.

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 services 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 as of 4/1/2018. In the event the Company does not issuereport the shares have not been issued and are reported 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, 2017 and valued at the fair market value on the date of grant totaling $96,000, which amount has been expensed as~~Convertible preferred stock ~~based compensation as part of consulting expenses.~~

In respect to the investor relations agreement, 15,000 additional shares have been allocated for 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 recorded~~payable on the balance ~~sheet as liabilities for unissued shares.~~sheet.

On ~~April 6, 2017~~January 1, 2023, the Company entered into a ~~consulting agreement~~Directors Agreement with an advisor, where under the advisor will provide access to financing for the Company’s business activities. In consideration of the foregoing services performed by the advisor, the Company will pay a fee of 10% of net proceeds on each financing introduced.

~~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 Sam Berry for a term of one ~~year, where under Mr. Scott shall receive an annual fee of $100,000 payable~~year. In exchange for serving in ~~quarterly installments. Further effective April 1, 2017~~this capacity, the Company ~~agreed to~~will issue ~~Mr. Scott 2,000,000~~ 15,000 shares of ~~restricted common~~Convertible Preferred Series A stock ~~for his services~~at a price of $10 per share. As of the date of the report the shares have not been issued and are reported as ~~a director. The shares upon issue will be held by~~Convertible preferred stock payable on the balance sheet.

On January 1, 2023, the Company entered into a Directors Agreement with Bennett Buchanan for a term of ~~six months~~one year. In exchange for serving in this capacity, the Company will issue 15,000 shares of Convertible Preferred Series A stock at a price of $10 per share. As of the date of the report the shares have not been issued and are ~~cancelable should Mr. Scott not serve in his capacity~~reported 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~~Convertible preferred stock payable 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.sheet.

On June 19, ~~2017,~~2019, the Company entered into a Consulting Agreement with Mr. Samuel ~~Berry with regard to marketing~~Berry. The agreement is for a term of one year and ~~distribution of online retail sales for all products.~~has been renewed each year upon mutual consent. Mr. Berry will receive an annual salary of ~~$50,000,~~$50,000, payable in quarterly installments at $12,500 per quarter. As of December 31, 2022, Mr. Berry had an unpaid balance of $153,167. During the three months ended March 31, 2023, the Company accrued $12,500 in fees in connection to his agreement. As of March 31, 2023, the Company owed Mr. Berry $165,667 in fees.

During the three months ended March 31, 2023 and the year ended December 31, 2022, $0 and $14,237, respectively, was advanced to the company by Jef Lewis.

BrewBilt Brewing Company works closely with BrewBilt Manufacturing Inc., which is also located in Grass Valley, California, and led by CEO Jef Lewis. BrewBilt Manufacturing is supplying all necessary equipment to BrewBilt Brewing for its craft beer production.

During the years ending December 31, 2022 and December 31, 2021, Brewbilt Brewing Company made payments of ~~$12,500~~$485,209 and $450,000, respectively, to BrewBilt Manufacturing for fabrication of a brewery system. As of December 31, 2022, the majority of the brewing equipment was completed and delivered to BrewBilt Brewing. The equipment that was delivered and put into use has a sales price of $1,086,246, which was recognized as related party sales on the statement of operations on the 10-K financial statements.

During the three months ended March 31, 2023, the company delivered equipment in the amount of $32,856 to BrewBilt Brewing which has been recognized as related party sales on the statement of operations.

The Company anticipates the remaining equipment will be complete and delivered within three to six months.

On July 1, 2019, the Company filed a Certificate of Amendment to increase the number of authorized Series A Convertible Preferred Stock to 30,000,000, with a par value of $0.001. Each share of Convertible Preferred Series A Stock shall have a value of $10 per ~~quarter.~~ share and will convert into common stock at the closing price of the common stock on the date of conversion. The Series 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 taking any corporate action.

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~~March 30, 2023, Jef Lewis converted 8,000 shares of ~~the Company’s common~~Series A Convertible Preferred stock valued at ~~$0.05~~$80,000, in to 80,000,000 common shares. The issuance resulted in a loss on conversion of $944,000 based on the market price of the stock on that date, which was recorded to the statement of operations.

During the three months ended March 31, 2023, 3,200 shares of Series A Convertible Preferred stock were converted to 4,000,000 common shares in accordance with the conversion terms. The issuances resulted in a loss on conversion of $25,200 based on the market price of the stock on the date of issuance, which was recorded to the statement of operations.

The Series A Convertible Preferred Stock has been classified outside of permanent equity and liabilities since it embodies a conditional obligation that the Company may settle by issuing a variable number of equity shares and the monetary value of the obligation is based on a fixed monetary amount known at inception. Each share of the Series A Convertible Preferred Stock has a fixed value of $10 per ~~share. Additionally, Mr. Berry will be paid $500 for each board meeting for which he~~share, has no voting rights, and is ~~physically present.~~

convertible into common stock at closing market price on the date of conversion. The Company has recorded ~~$50,000 in respect~~$13,828,520, which represents 1,382,852 Series A Convertible Preferred Stock at $10 per share, issued and outstanding as of March 31, 2023, outside of permanent equity and liabilities.

On January 1, 2023, the company agreed to issue 15,000 Convertible Series A shares at $10 per share to Jef Lewis and Bennett Buchanan, pursuant to Employee Agreements.

On January 1, 2023, the ~~value of 1,000,000 unissued~~company agreed to issue 15,000 Convertible Series A shares ~~as liabilities for unissued shares,~~at $10 per share to Jef Lewis, Sam Berry, and ~~expensed $50,000 as stock based compensation as part of consulting expenses in~~Bennett Buchanan, pursuant to Directors Agreements.

On August 28, 2017, Vet Online Supply Inc. (“the Company”) entered into an Employment Agreement with Mr. Daniel Rushford with regard to being appointed as the new Chief Executive Officer, President, Secretary, Treasurer and Member 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. Unpaid 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 months the employee will receive $75,000 of restricted common shares ofMarch 31, 2023, the company agreed to issue 900 Convertible Series A shares at ~~fair market value. The term of the~~$10 per share to Christopher Bullock, pursuant to a Consulting ~~Agreement is for two years; renewable upon mutual consent.~~ Agreement.

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.

On November 22, 2019, President Jef Lewis was issued 1,000 Preferred Series B ~~Voting Preferred~~Control Shares, ~~issued during the nine months ended September 30, 2017:~~

~~On April 7, 2017, the Company issued 20,000 shares of Series B Voting Preferred Stock~~pursuant 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 the 20,000 shares of Series B Voting Preferred Stock to Edward Aruda was canceled and 1,000 shares of Series B Voting Preferred Stock to Dan Rushford.~~his employee agreement dated November 22, 2019.

As of ~~September 30, 2017, and December~~March 31, ~~2016,~~ 2023, 1,000 ~~and $0 preferred~~ Series B Preferred shares were authorized, of which 1,000 Series B shares were issued and ~~outstanding, respectively.~~outstanding.

~~Common Shares issued during the nine months ended September 30, 2017:~~NOTE 16 – COMMON STOCK

On ~~March 28, 2017,~~December 1, 2022, the Company approved the ~~issuance~~authorization of ~~1,920,000 shares~~a one for three hundred reverse stock split of the Company’s outstanding shares of common stock. The reverse split was effective on March 23, 2023, and the financial statements have been retroactively adjusted to take this into account for all periods presented.

On March 30, 2023, Jef Lewis converted 8,000 shares of Series A Convertible Preferred stock ~~for services provided by~~valued at $80,000, in to 80,000,000 common shares. The issuance resulted in a ~~consultant, in~~loss on conversion of $944,000 based on the ~~form of stock awards which shall vest as~~market price of the stock on that date, which was recorded to the statement of ~~grant.~~operations.

During the three months ended March 31, 2023, 3,200 shares of Series A Convertible Preferred stock were converted to 4,000,000 common shares in accordance with the conversion terms. The ~~shares were valued at~~issuances resulted in a loss on conversion of $25,200 based on the ~~fair~~ market ~~value~~price of the stock on the date of ~~grant totaling $96,000,~~issuance, which ~~amount has been expensed as stock based compensation as part~~was recorded to the statement of ~~consulting expenses.~~operations.

~~On May 16, 2017,~~During the three months ended March 31, 2023, warrant holders exercised the warrants and the Company ~~amended the terms of a consulting agreement (Note 5 (2)) so that $15,000 in services payable by~~issued 416,666 shares of common stock ~~shall convert at $0.01 per share for~~through a ~~total of 1,500,000 common shares. The shares were issued as~~cashless exercise of the ~~date~~warrants in accordance with the conversion terms.

During the three months ended March 31, 2023, the holders of ~~the amendment~~a convertible notes converted $124,843 of principal, $21,520 of accrued interest and ~~were~~$5,250 in conversion fees into 9,602,210 shares of common stock. The common stock was valued at ~~$82,500, or $0.055 per share~~$153,654 based on the ~~fair~~ market ~~value~~price of the Company’s stock on the date of conversion, and a loss on conversion of $7,291 was recorded to the ~~agreement. The Company recorded the additional $67,500 as stock-based compensation~~statement of operations.

As of March 31, 2023, 30,000,000,000 were authorized, of which ~~is included in consulting fees.~~

~~On September 18, 2017, the holder of a note converted $8,000 in principal into 987,354~~100,809,977 shares ~~of the Company’s common stock.~~

During the year ended December 31, 2016, the Company has received proceeds totaling $35,500 from various parties subscribing for a total of 53,250,000 shares at $0.000667 per share under our Form S-1 registration statement. 53,250,000 shares of the Company’s common stock were issued in respect of these subscriptions.

On December 2, 2016, our sole officer and director, Mr. Edward Aruda, returned 7,361,250,000 shares 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~~are issued and ~~outstanding, respectively.~~outstanding.

~~During the nine months ended September 30, 2017, Mr. Aruda advanced $5,700 to the Company.~~

As of September 30, 2017, 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.

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 payable – related parties.

~~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.

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.~~

~~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.

The deferred tax asset and the valuation allowance consist of the following at March 31, 2023:

~~Operating loss carry-forwards generated during~~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~~will need to file returns for the year ending December 31, 2022, 2021 and 2020, which is still open for examination.

On August 1, 2022, the Company entered into a ~~statutory income tax rate~~Consulting Agreement with Christopher Bullock as a sales representative in India. The term of ~~34%~~the agreement is for two years and may be terminated or extended upon mutual agreement of both parties pursuant with a ninety-day written notice. Upon execution of the agreement, the Company agreed to issue $10,000 of Series A Convertible Preferred stock to the Consultant. The Consultant will receive a monthly fee of $3,000, to be paid Series A Convertible Preferred stock, and will receive a 2% commission on gross sales for all products sold in India. As of March 31, 2023, the shares have not been issuance and $34,000 has been recorded to Convertible preferred stock payable on the balance sheet.

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. ~~Accordingly, deferred tax assets related to net operating loss carry-forwards total approximately $371,524~~The lease has a term of 5 years, from January 1, 2020 through December 31, 2025, with a monthly rent of $4,861.

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 ~~September 30, 2017.~~a cost of $145.13 per month.

~~All tax years since inception are open to examination by the Internal Revenue Service.~~

On October ~~15, 2017,~~1, 2022, the ~~Board~~Company entered into a Platform Account Contract with SRAX, Inc, whereby the Company agreed to pay $30,000 for access to the SRAX platform for a period of ~~Directors~~12-months from the effective date. The platform access fee is non-cancelable and will be deemed fully earned on the effective date of the ~~Corporation approved~~Agreement. In addition, the ~~issuance~~Company agrees to a deliverable purchase fee for marketing advisory services in the amount of ~~20,000,000 restricted~~$270,000 which is due on the effective date. All fees will be paid in Convertible Preferred Series A stock.

On April 3, 2023, the Company received funding pursuant to a convertible note for $24,000, of which $19,970 was received in cash and $4,030 was recorded as transaction fees. The note bears interest at 0% (18% per annum upon an event of default) and matures on December 3, 2023.

On April 5, 2023, the Company received funding pursuant to a convertible note for $35,650, of which $25,020 was received in cash and $10,630 was recorded as transaction fees. The note bears interest of 15% per annum (increases to 16% upon an event of default), which is guaranteed and earned in full as of the issue date and matures on April 5, 2024. In connection with the note, the Company executed two Common Stock Purchase Warrants for 1,782,500 shares each. The purchase price of one share of Common Stock under these Warrants shall be equal to the Exercise Price of $0.02 per share and expire on April 5, 2028.

On April 3, 2023, 6,200 shares of Series A Convertible Preferred stock was converted to 5,000,000 common shares in ~~value~~accordance with the conversion terms.

On April 4, 2023, the holder of ~~$200,000 at~~ a ~~price~~convertible note converted a total of ~~$.01~~$33,944 of principal and interest into 4,750,000 shares of our common stock.

On April 10, 2023, the holder of a convertible note converted a total of $41,950 of principal and interest into 2,796,666 shares of our common stock.

On April 10, 2023, the holder of a convertible note converted a total of $58,500 of principal and interest into 3,900,000 shares of our common stock.

On April 10, 2023, the holder of a convertible note converted a total of $15,479 of principal and interest into 1,031,943 shares of our common stock.

On April 20, 2023, 4,150 shares of Series A Convertible Preferred stock was converted to ~~Robert Sullavan pursuant the Agreement dated October 2, 2017; 75,000,000 restricted~~5,000,000 common shares ~~at a value of $50,000~~in accordance with the conversion terms.

The Company has evaluated subsequent events pursuant 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~~ASC Topic 855 and has determined that there are no additional subsequent events 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.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, 2023. 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, 2022 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.

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.~~statement.

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.

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.

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.

~~The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial statements~~Results for the ~~nine months ended September 30, 2017 and audited financial statements for~~Three Months Ended March 31, 2023 Compared to the ~~year ended December~~Three Months Ended March 31, ~~2016, along with the accompanying notes, as filed with the Securities and Exchange Commission on Form 10-K on April 17, 2017.~~2022

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). Revenues:

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~~Company’s revenues were $352,341 for the three months ended ~~September 30, 2017~~March 31, 2023 compared to ~~the three months ended September 30, 2016~~

~~The Company’s revenues were $0~~$11,300 for the three months ended ~~September 30, 2017~~March 31, 2022. During the three months ended March 31, 2023, the company completed and delivered 5 jobs with an average sale of $70,468 compared to $05 jobs with an average sale of $2,260 during the three months ended March 31, 2022. The sales in Q1 2022 were primarily pass-through equipment, such as flow meters, whereas in Q1 2023, the jobs included fabrication of equipment with longer production times. Of the total revenue in Q1 2023, $32,856 was from related party BrewBilt Brewing.

The Company’s cost of materials was $284,804 for the three months ended ~~September 30, 2016.~~

~~The Company’s cost of sales was $670~~March 31, 2023, compared to $5,773 for the three months ended ~~September 30, 2017, compared to $0 for the three months ended September 30, 2016.~~March 31, 2022. The increase ~~was~~is due to ~~the purchase of additional materials required to fulfill customer orders as sales increased.~~an increase in large jobs being completed and delivered in Q1 2023.

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 ~~operating~~being a public company. Operating expenses for the three months ended ~~September 30, 2017,~~March 31, 2023, and ~~September 30, 2016,~~March 31, 2022, were ~~$160,197~~$1,156,659 and ~~$7,431~~$321,902, respectively. The increase is due to ~~our operating costs is a direct result of the~~an increase in salaries and wages, specifically related to ~~consulting fees period over period as the Company has retained additional consultants~~stock-based compensation pursuant to ~~help implement expansion of our business plan. We have also increased our management team with the addition of two new directors.~~ officer and director agreement.

Other income (expense) for the three months ended ~~September 30, 2017,~~March 31, 2023 and ~~September 30, 2016,~~March 31, 2022 was ~~$(92,119)~~$(1,921,770) and ~~$(131)~~$(1,477,835), respectively. Other income (expense) consisted of ~~gain or loss~~gains on debt forgiveness, ~~gain~~gains or ~~loss~~losses 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 expense~~increase in other income primarily resulted from the fluctuation of the Company’s stock price which impacted the valuation of the derivative liabilities on the convertible debt and ~~the change~~an increase in ~~the gain/~~loss on ~~debt settlement between periods based on the amount~~conversion of ~~debt converted and the difference between the value of the stock issued and the debt extinguished.~~debt.

Net loss for the three months ended ~~September 30, 2017~~March 31, 2023 was ~~$252,986~~$3,010,892 compared with ~~a net loss of $7,562~~$2,074,089 for the three months ended ~~September 30, 2016.~~March 31, 2022. The increased ~~net~~ loss can be explained by the increase in salaries and an increase in derivative expenses.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As of March 31, 2023, the Company has a shareholders’ deficit of $18,149,260 since its inception, working capital deficit of $4,103,368, negative cash flows from operations, and has limited business operations, which raises substantial doubt about the Company’s ability to continue as going concern. The ability of the Company to meet its commitments as they become payable is dependent on the ability of the Company to obtain necessary financing or achieving a profitable level of operations. There is no assurance the Company will be successful in achieving these goals.

The overall working capital (deficit) decreased from $(4,200,956) at December 31, 2022 to $(4,103,368) at March 31, 2023 due to a decrease in deferred revenue and a decrease in derivative liabilities.

The Company requires additional capital to fully execute its marketing program and increase revenues. There can be no assurance that continued funding will be available on satisfactory terms. We intend to raise additional capital through the sale of equity, loans, or other short-term financing options.

During the three months ended March 31 2023, cash used in operating ~~expenses and by~~activities was $200,104 compared to $166,057 for the ~~changes~~three months ended March 31, 2022. The variance primarily resulted from the change in ~~the gain in the~~ fair value of derivative liabilities, and a decrease in operating assets during the ~~gain on settlement of debt.~~three months ended March 31, 2023.

~~Results~~During the three months ended March 31, 2023, cash from (used in) investing activities was $0 compared to $0 for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2022.

During the three months ended March 31, 2023, cash from financing activities was $99,773 compared to $20,114 for the ~~nine~~three months ended ~~September 30, 2016~~

March 31, 2022. The ~~Company’s revenues were $2,782 for~~increase in cash from financing activity is due to an increase in proceeds from convertible debt and a decrease in payments made to notes payable during the ~~nine~~three months ended ~~September 30, 2017 compared to $972 for~~March 31, 2023.

We are a smaller reporting company as defined by Rule 12b-2 of the ~~nine months ended September 30, 2016.~~

The Company’s cost of sales was $2,145 for the nine months ended September 30, 2017, compared to $620 for the nine months ended September 30, 2016. The increase was due to the purchase of additional materials1934 and are not required to ~~fulfill customer orders as sales increased.~~provide the information under this item.

Operating expenses consisted primarily of professional fees, consulting fees, office expenses and fees associated with preparing reports and SEC filings relating to operating a public company. Operating expenses for the nine months ended September 30, 2017, and September 30, 2016, were $782,479 and $29,968 respectively. The substantial increase to our operating costs is a direct result of the increase to consulting fees, 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 in the recent six months. The Company has also retained both an IR firm and several administrative consultants in the most recently completed nine months.

Other income (expense) for the nine ended September 30, 2017, and September 30, 2016, was $(310,886) and $(324), respectively. Other income (expense) consisted of gain or loss on debt forgiveness, gain or loss on derivative valuation 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 expense primarily resulted from the fluctuation of the Company’s stock price which impacted the valuation of the derivative liabilities and the change in the gain/loss on debt settlement between periods based on the amount of debt converted and the difference between the value of the stock issued and the debt extinguished.

Net loss for the nine months ended September 30, 2017 was $1,092,723 compared with a net loss of $29,940 for the nine months ended September 30, 2016. The increased net loss can be explained by the increase in operating expenses and by the changes in the gain in the fair value of derivative liabilities and the gain on settlement of debt.

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial Statements, included herein.

~~Recent Accounting Pronouncements~~

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

A smaller reporting company is not required to provide the information required by this Item.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president and chief financial officer (our principal executive officer, principal financial officer, and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief financial officer (our principal executive officer, principal financial officer, and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report. Our company is in the process of adopting specific internal control mechanisms to ensure effectiveness as we grow, and we will work to retain additional qualified individuals to ensure a proper segregation of duties. We have engaged an outside consultant to assist in adopting new measures to improve ~~upon~~ our internal controls. Future controls, among other things, will include more checks and balances and communication strategies between the management and the board, once we are able to secure additional board members, to ensure efficient and effective oversight over company activities as well as more stringent accounting policies to track and update our financial reporting.

There were no changes in our internal control over financial reporting during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company was served a complaint in the County of Nevada, State of California (Case No. CU0000567). BrewBilt Manufacturing Inc. is listed as a named defendant in this matter. The complaint involves the termination of employee Branford Samuels who was employed as a fabricator for BrewBilt Manufacturing Inc. and California Rules of Court rule 3.110(b) states in relevant part that, “[t]he complaint must be served on all named defendants and proofs of service on those defendants must be filed with the court within 60 days of filing of the complaint.” The subject complaint was filed by plaintiff on February 7, 2023. Therefore, at this time it is speculative whether the Company has any threat of material litigation or pending material litigation. Although though the underlying events giving rising to the claim/cause of action occurred prior to the date of December 31, 2022, at this time, it is our current opinion that there are no unasserted possible claims or assessments of such that are probable as it relates to the Company. In other words, with facts known to us at this time, we opine that it is not “probable” (Standard 8(a)) that there are assertable legal claims against the Company that must be disclosed in accordance with Statement of Financial Accounting Standards No. 5 as they do not also likely satisfy Standard 8(b): “The amount of loss can be reasonably estimated. We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers, or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.”

A smaller reporting company is not required to provide the information required by this Item.

On ~~August 10, 2017,~~ March 30, 2023, Jef Lewis converted 8,000 shares of Series A Convertible Preferred stock valued at $80,000, in to 80,000,000 common shares. The issuance resulted in a loss on conversion of $944,000 based on the market price of the stock on that date, which was recorded to the statement of operations.

During the three months ended March 31, 2023, 3,200 shares of Series A Convertible Preferred stock were converted to 4,000,000 common shares in accordance with the conversion terms. The issuances resulted in a loss on conversion of $25,200 based on the market price of the stock on the date of issuance, which was recorded to the statement of operations.

During the three months ended March 31, 2023, warrant holders exercised the warrants and 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 intoissued 416,667 shares of common stock through a cashless exercise of the ~~Company~~warrants in accordance with the conversion terms.

During the three months ended March 31, 2023, the holders of a convertible notes converted $124,843 of principal, $21,520 of accrued interest and $5,250 in conversion fees into 9,602,210 shares of common stock. The common stock was valued at ~~a conversion~~$153,654 based on the market price of ~~a 42% discount to~~ the ~~lowest closing price in the previous twenty (20) trading days to~~Company’s stock on the date of ~~conversion.~~conversion, and a loss on conversion of $7,291 was recorded to the statement of operations.

~~On September 18, 2017, the holder of a note converted $8,000 in principal into 987,654 shares of the Company’s common stock.~~

In respect of the aforementioned convertible loan agreement(s) and the underlying shares, as well as shares issued to a director and consultant, the Company will claim an exemption from the registration requirements of the Securities Act of 1933, as amended, for the issuance of the shares pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction does not involve a public offering, the purchasers are “accredited investors” and/or qualified institutional buyers, the purchasers have access to information about the Company and its purchase, the purchasers will take the securities for investment and not resale.

Other than as disclosed above, there were no unregistered securities to report which were sold or issued by the Company without the registration of these securities under the Securities Act of 1933 in reliance on exemptions from such registration requirements, within the period covered by this report, which have not been previously included in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

~~On August 28, 2017 the Board of Directors appointed Mr. Daniel Rushford as Chief Executive Officer, President, Secretary, Treasurer and Member of the Board of Directors.~~ ITEM 5. OTHER INFORMATION

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

~~Florida~~	~~47-0990750~~	~~5047~~BrewBilt Manufacturing Inc.
(Exact name of registrant as specified in its charter)

Florida			47-0990750
(State or ~~Other Jurisdiction~~other jurisdiction of incorporation)	~~IRS~~		(I.R.S. Employer	~~Primary Standard Industrial~~ Identification No.)
~~Incorporation or Organization)~~	~~Identification Number~~	~~Classification Code Number~~

~~6500 Live Oak Drive~~ ~~Kelseyville, CA 95451~~ ~~Tel: 503-308-9173~~
~~(Address and telephone number of principal executive offices)~~


~~(Former name, former address and former fiscal year, if changed since last report)~~ ~~1041 Market Street. PMB389~~ ~~San Diego, CA 9101~~


Large accelerated filero	Accelerated filero
Non-accelerated ~~filer~~Filero (Do not check if a smaller reporting company)	Smaller reporting companyx
	Emerging growth company x

		Page
	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	4 3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18 22

Item 3.	Quantitative and Qualitative Disclosure about Market Risk	21 25

Item 4.	Controls and Procedures	21 25

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	2225

Item 1A.	Risk Factors	22 26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22 26

Item 3.	Defaults Upon Senior Securities	2226

Item 4.	Mine Safety Disclosures	22 26

Item 5.	Other Information	22 26

Item 6.	Exhibits	23 27

	SIGNATURES	24 28

		Page
Balance Sheets (Unaudited)	5	4
Statements of Operations and Comprehensive ~~loss~~Loss (Unaudited)		5
Statements of Shareholders’ Deficit (Unaudited)		6
Statements of Cash Flows (Unaudited)		7
Notes to Financial Statements ~~(Unaudited)~~	~~8-17~~	8-21

	September 30,			December 31,
	2017			2016
		(Unaudited)
ASSETS
Current Assets
Cash	$	2,762		$	319
Other Receivables		177			177
Total Current Assets		2,939			496

Property and equipment, net		16,876

TOTAL ASSETS	$	19,815		$	496

LIABILITIES
Current Liabilities:
Accounts payable	$	39,444		$	20,648
Accounts payable - related party		69,182			264
Convertible notes payable, interest		11,757			-
Convertible notes payable, net of discount		144,438			50,000
Deferred revenue		134			-
Derivative liabilities		508,532			-
Liability for unissued shares		190,825			-
Promissory notes payable - related party		10,940			9,440
Total Current Liabilities		975,252			80,352

Total Liabilities		975,252			80,352

Commitments and contingencies		-			-

SHAREHOLDERS’ EQUITY
Preferred stock, Series B: $0.001 par value 10,000,000 shares authorized 20,000 shares issued and outstanding at September 30, 2017 0 shares issued and outstanding at December 31, 2016		20			-
Common stock, $0.001 par value 1,000,000,000 authorized 196,407,654 shares issued and outstanding at September 30, 2017 192,000,000 shares issued and outstanding at December 31, 2016		196,407			192,000
Additional paid in capital		132,865			(79,850	)
Accumulated deficit		(1,284,729	)		(192,006	)
Total Shareholders’ Equity		(955,437	)		(79,856	)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	19,815		$	496

	March 31,			December 31,
	2023			2022
		(unaudited)			(audited)
ASSETS
Current Assets
Cash	$	11,755		$	112,086
Accounts receivable		78,220			100,996
Accounts receivable - related party		233,604			206,387
Earnings in excess of billings		494,596			590,746
Inventory		178,613			186,149
Prepaid expenses		9,728			12,663
Total current assets		1,006,516			1,209,027

Property, plant, and equipment, net		189,338			197,983
Intangibles, net		375,000			400,000
Right-of-use asset		146,037			158,021
Security deposit		16,980			16,980
Other assets		85,305			85,305

TOTAL ASSETS	$	1,819,176		$	2,067,316

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	746,256		$	678,398
Accrued interest		205,645			268,936
Accrued liabilities		346,022			306,003
Billings in excess of revenue		1,153,949			1,266,940
Current operating lease liabilities		50,005			49,171
Convertible notes payable, net of discount		968,061			966,538
Derivative liabilities		1,004,921			1,129,846
Loans payable		33,946			—
Liability for unissued shares		150,825			150,825
Promissory notes payable, net of discount		225,000			411,849
Related party liabilities		225,254			181,477
Total Current Liabilities		5,109,884			5,409,983

Non-current operating lease liabilities		96,032			108,850

Total Liabilities		5,205,916			5,518,833

Series A convertible preferred stock: $0.001 par value; 30,000,000 shares authorized 1,382,852 shares issued and outstanding at March 31, 2023 1,394,052 shares issued and outstanding at December 31, 2022		13,828,520			13,940,520
Convertible preferred stock payable		934,000			175,000

Commitments and contingencies		—			—

Stockholders’ Deficit:
Preferred stock, Series B: $0.001 par value; 1,000 shares authorized 1,000 shares issued and outstanding at March 31, 2023 1,000 shares issued and outstanding at December 31, 2022		1			1
Common stock, $0.001 par value; 30,000,000,000 authorized 100,809,977 shares issued and outstanding at March 31, 2023 6,791,045 shares issued and outstanding at December 31, 2022 (1)		100,810			6,791
Additional paid in capital		10,900,109			8,565,459
Retained earnings		(29,150,180	)		(26,139,288	)
Total stockholders’ deficit		(18,149,260	)		(17,567,037	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,819,176		$	2,067,316

	Three months ended						Nine months ended
	September 30,						September 30,
	2017			2016			2017			2016
Sales	$	-		$	-		$	2,787		$	972
Cost of sales		670			-			2,145			620
Gross profit (loss)		(670	)		-			642			352

Operating expenses:
Consulting fees		148,240			-			721,830			-
Depreciation		1,050						1,124
G&A expenses		9,847			7,431			40,385			29,968
Professional fees		1,060			-			19,140			-
Total Operating expenses		160,197			7,431			782,479			29,968

Loss from operations		(160,867	)		(7,431	)		(781,837	)		(29,616	)

Other income (expense):
Gain (loss) on derivative liability valuation		69,002			-			(95,268	)		-
Gain (loss) on settlement of debt		-			-			50,000			-
Interest expenses		(161,121	)		(131	)		(265,618	)		(324	)
Total other income/expenses		(92,119	)		(131	)		(310,886	)		(324	)

Net loss before income taxes		(252,986	)		(7,562	)		(1,092,723	)		(29,940	)
Income tax expense		-			-			-			-
Net loss	$	(252,986	)	$	(7,562	)	$	(1,092,723	)	$	(29,940	)

Per share information
Weighted number of common shares outstanding, basic and diluted		195,548,824			50,355,000			194,104,292			50,179,813
Net loss per common share		(0.00129	)		(0.0002	)		(0.00563	)		(0.0006	)

	Nine months ended
	September 30
	2017			2016
Increase (decrease) in cash and cash equivalents:
Cash flows from operating activities:
Net loss	$	(1,092,723	)	$	(29,940	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		1,124			-
Shares issued for IR agreement		96,000			-
Shares issued for consulting agreement		82,500			-
Preferred shares issued for consulting agreement		21,000			-
Liability for unissued shares due to IR agreement		825			-
Liability for unissued shares due to consulting agreements		190,000			-
Amortization of debt discount and deferred financing costs		184,143			-
Change in derivative liability		95,268			-
Gain on debt forgiveness		(50,000	)		-
Changes in operating assets and liabilities:
Accounts payable		22,663			11,676
Accounts payable – related party		65,051			(12,000	)
Deferred revenue		134			-
Net cash provided (used by) operating activities		(384,015	)		(30,264	)

Cash Flows From Investing Activities
Additions to property, plant and equipment		(18,000	)		-
Net cash used from investing activities		(18,000	)		-

Cash Flows From Financing Activities
Proceeds from private placement		-			33,004
Convertible notes payable, net		402,958			-
Proceeds from promissory note		1,500			-
Payment to promissory notes payable		-			-
Net cash provided from financing activities		404,458			33,004

Increase (decrease) in cash and cash equivalents		2,443			2,740
Cash and cash equivalents at beginning of period		319			1,870
Cash and cash equivalents at end of period	$	2,762		$	4,610

Supplemental disclosures of cash flow information:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	526		$	193


	Convertible Preferred Stock									Preferred Stock								Additional			Retained			Total
	Series A						Shares			Series B				Common Stock				Paid-In			Earnings			Shareholders’
	Shares			Amount			Payable			Shares		Amount		Shares (1)		Amount		Capital			(Deficit)			Equity (Deficit)
Balance at December 31, 2022		1,394,052		$	13,940,520		$	175,000			1,000	$	1		6,791,045	$	6,791	$	8,565,459		$	(26,139,288	)	$	(17,567,037	)

Conversion of convertible notes payable to stock		—			—			—			—		—		9,602,210		9,602		144,052			—			153,654
Derivative settlements		—			—			—			—		—		—		—		1,193,815			—			1,193,815
Preferred stock converted to common stock		(11,200	)		(112,000	)		—			—		—		84,000,000		84,000		997,200			—			1,081,200
Preferred shares to be issued to officers and directors pursuant to agreements		—			—			750,000			—		—		—		—		—			—			—
Preferred shares to be issued for services		—			—			9,000			—		—		—		—		—			—			—
Cashless warrant exercise		—			—			—			—		—		416,666		417		(417	)		—			—
Rounding due to reverse stock split		—			—			—			—		—		56		—		—			—			—
Net loss		—			—			—			—		—		—		—		—			(3,010,892	)		(3,010,892	)
Balance at March 31, 2023		1,382,852		$	13,828,520		$	934,000			1,000	$	1		100,809,977	$	100,810	$	10,900,109		$	(29,150,180	)	$	(18,149,260	)

	Convertible Preferred Stock									Preferred Stock								Additional			Retained			Total
	Series A						Shares			Series B				Common Stock				Paid-In			Earnings			Shareholders’
	Shares			Amount			Payable			Shares		Amount		Shares (1)		Amount		Capital			(Deficit)			Equity (Deficit)
Balance at December 31, 2021		1,329,717		$	13,297,170		$	500,000			1,000	$	1		90,106	$	90	$	2,515,308		$	(18,653,402	)	$	(16,138,003	)
Conversion of convertible notes payable to stock		—			—			—			—		—		42,052		42		1,341,974			—			1,342,016
Derivative settlements		—			—			—			—		—		—		—		521,712			—			521,712
Preferred stock converted to common stock		(23,720	)		(237,200	)		—			—		—		10,100		10		358,747			—			358,757
Preferred stock issued for services		7,500			75,000			—			—		—		—		—		—			—			—
Preferred stock payable converted to convertible preferred stock		50,000			500,000			(500,000	)		—		—		—		—		—			—			—
Preferred shares to be issued for services		—			—			150,000			—		—		—		—		—			—			—
Net loss		—			—			—			—		—		—		—		—			(2,074,089	)		(2,074,089	)
Balance at March 31, 2022		1,363,497		$	13,634,970		$	150,000			1,000	$	1		142,258	$	142	$	4,737,741		$	(20,727,491	)	$	(15,989,607	)

-	~~Set a series of preferred stock, each one share being convertible into one share of common stock and with no voting rights;~~
-	~~Set par value for each of the preferred and common stock at $0.001 per share.~~

	Input		March 31, 2023		December 31, 2022
	Level		Fair Value		Fair Value
Derivative Liability		3	$	1,004,921	$	1,129,846
Total Financial Liabilities			$	1,004,921	$	1,129,846

	Input	September 30, 2017		December 2016
	Level	Fair Value		Fair Value
Derivative Liability	3	$	508,532	$	-
Total Financial Liabilities		$	508,532	$	-

Years Ending
December 31,	Operating Lease
2023		43,751
2024		58,334
2025		58,334
Total		160,419
Less imputed interest		14,382
Total liability	$	146,037

	Original		Original	Due	Interest	Conversion	March 31,			December 31,
	Note Amount		Note Date	Date	Rate	Rate	2023			2022
1800 Diagonal Lending		54,250	7/26/2022	7/26/2023	10%	Variable	$	—		$	54,250
Coventry Enterprises		200,000	6/9/2022	6/9/2023	10%	Variable		240,000			—
Emerging Corp Capital		110,000	10/31/2018	10/31/2019	24%	Variable		—			110,000
Fourth Man		110,000	10/3/2022	10/3/2023	12%	0.09		110,000			110,000
Mammoth Corp		33,000	11/19/2020	8/19/2021	18%	Variable		33,000			33,000
Mammoth Corp		60,000	12/30/2021	12/30/2022	18%	Variable		60,000			60,000
Mammoth Corp		26,800	03/21/22	12/21/22	18%	Variable		28,600			28,600
Mammoth Corp		20,000	2/27/2023	11/27/2023	0%	Variable		20,000			—
Mast Hill Fund		550,000	10/6/2021	10/6/2022	16%	135		393,160			422,387
Mast Hill Fund		65,000	8/8/2022	8/8/2023	12%	0.75		15,383			65,000
Pacific Pier Capital		28,000	2/27/2023	2/27/2024	12%	0.015		28,000			—
Tri-Bridge Ventures		240,000	5/6/2021	5/6/2022	10%	0.001		202,599			207,998
							$	1,130,742		$	1,091,235
Debt discount								(135,778	)		(97,853	)
Financing costs/Original issue discount								(26,903	)		(26,844	)
Convertible notes payable, net of discount							$	968,061		$	966,538

	March 31,			December 31,
	2023			2022
Computer Equipment	$	23,876		$	23,876
Leasehold Improvements		131,890			131,890
Machinery		352,187			352,187
Software		23,183			23,183
Vehicles		6,717			6,717
Property, Plant and Equipment, Gross		537,853			537,853
Less accumulated amortization		(23,183	)		(23,183	)
Less accumulated depreciation		(325,332	)		(316,687	)
Property, Plant and Equipment, Net	$	189,338		$	197,983

	September 30,
	2017
Balance, beginning of period	$	-
Initial recognition of derivative liability		422,906
Conversion of derivative instruments to Common Stock		(9,642	)
Mark-to-Market adjustment to fair value		95,267
Balance, end of period	$	508,531

	Notes			Warrants			Total
Balance, beginning of period	$	1,088,633		$	41,213		$	1,129,846
Initial recognition of derivative liability		1,986,023			28,046			2,014,069
Derivative settlements		(1,168,774	)		(25,041	)		(1,193,815	)
Loss (gain) on derivative liability valuation		(915,141	)		(30,038	)		(945,179	)
Balance, end of period	$	990,741		$	14,180		$	1,004,921

		Valuation date
Expected dividends		0%
Expected volatility		231.04% - 406.94%
Expected term		.01 - 1 year
Risk free interest		4.17% - 5.15%

					Weighted-Average
			Weighted-Average		Remaining		Aggregate
Warrants	Shares		Exercise Price		Contractual Term		Intrinsic Value
Outstanding at December 31, 2022		524,841	$	1.99		4.66	$	—
Granted		466,667		—
Exercised		-50,452		—
Forfeited or expired		0		—
Outstanding at March 31, 2023		941,055	$	0.8906		4.68	$	—
Exercisable at March 31, 2023		941,055	$	0.8906		4.68	$	—

	March 31,
	2023
Net operating loss	$	1,847,396
Statutory rate		21	%
Expected tax recovery		387,953
Change in valuation allowance		(387,953	)
Income tax provision	$	—

Components of deferred tax asset:
Non-capital tax loss carry-forwards		387,953
Less: valuation allowance		(387,953	)
Net deferred tax asset	$	—

	March 31, 2023			March 31, 2022
	$			$
Cash Flows from (used in) Operating Activities		(200,104	)		(166,057	)
Cash Flows from (used in) Investing Activities		—			—
Cash Flows from (used in) Financing Activities		99,773			20,114
Net Increase (decrease) in Cash During Period		(100,331	)		(145,943	)

Exhibit Number	~~Description~~
Exhibit Number	~~10.1~~	Securities Purchase Agreement and Convertible Note with EMA Financial, LLC, dated May 1, 2017*Description
~~10.2~~	Securities Purchase Agreement and Convertible Note with Crown Bridge Partners LLC dated May 8, 2017*
~~10.3~~	Securities Purchase Agreement and Convertible Note with Power Up Lending Group dated May 22, 2017*
~~10.4~~	Securities Purchase Agreement and Convertible Note with LG Capital dated May 25, 2017*
~~10.5~~	Securities Purchase Agreement and Convertible Note with Auctus Fund LLC dated June 16, 2017*
~~10.6~~	Securities Purchase Agreement and Back End Convertible Note with Crown Bridge Partners LLC dated June 19, 2017*
31.1	Certification of the Chief Executive Officer required under Rule 13a-14(a)/15d-14(a) of the Exchange Act*
31.2	Certification of the Chief Financial Officer required under Rule 13a-14(a)/15d-14(a) of the Exchange Act*
32.1	Certification of the Chief Executive Officer and Chief Financial Officer required under Section 1350 of the Exchange Act*
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase*
101.DEF	XBRL Taxonomy Extension Definition Linkbase*
101.LAB	XBRL Taxonomy Extension Label Linkbase*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase*

		~~VET ONLINE SUPPLY, INC.~~BrewBilt Manufacturing Inc.

Date: May 10, 2023	~~November 7, 2017~~	By:	~~/s/ Daniel Rushford~~ /s/ Jef Lewis
		~~Name:~~	~~Daniel Rushford~~
		~~Title:~~	~~President,~~ Chief Executive Officer ~~Chief Financial Officer, Director~~