Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

We filed our Quarterly Report on Form 10-Q for the period ending June 30, 2021 and we anticipated that we would file Amendment No. 1 to that Quarterly Report on Form 10-Q for the period ending June 30, 2021 (the "Amendment") shortly after the close of our acquisition of Human Brands International, Inc. ("Human Brands") on June 30, 2021. We fully anticipated that the Amendment with our consolidated financial statements that would include and give effect to our acquisition of Human Brands International, Inc. ("Human Brands") under the terms of the Merger Agreement and Plan of Reorganization dated June 30, 2021 and entered into with each of the stockholders of Human Brands (the "Acquisition Agreement").

As previously disclosed and under the terms of the Acquisition Agreement, we issued an aggregate of forty-seven (47) shares of our Series D Preferred Stock (par value $0.001) (the "Preferred Shares") and an aggregate of One Hundred Seventy-Six Million Seven Hundred Seventy-One Thousand Nine Hundred Sixty-Two (176,771,962) shares of our Common Stock (par value $0.001) (the "Common Shares") to acquire all of the outstanding capital stock of Human Brands.

However, and as we later discovered and our independent auditor advised us on April 25th, 2022 that the financial records of Human Brands were deficient and non-compliant with the requirements of Regulation S-X and our disclosure obligations as a public company.

Our Board of Directors, our accountants and our independent auditor have each undertaken extensive discussions and further efforts to fully address and resolve the deficiencies in the financial records of Human Brands. Despite the unique challenges of the worldwide pandemic, we believe that we have resolved the deficiencies with prudent and appropriate actions to establish and maintain our consolidated financial records so that we are able to clearly satisfy the requirements of Regulation S-X and our disclosure obligations on a going forward basis. We anticipate filing the Amendment after we receive the necessary financial statements and after our independent auditor completes its review and we receive its authorization to file the amendment to the Quarterly Report on 2021 Second Quarter Form 10-Q for the period ending June 30, 2021.

We have provided a copy of this Form 8-K to our independent auditor, B.F Borgers C.P.A. to provide a letter addressed to the U.S. Securities and Exchange Commission stating whether the independent auditor agrees with the statements set forth herein and, if not, stating the respects in which it does not agree in the letter. We intend to file the independent accountant's letter as an exhibit to the Amendment to the Quarterly Report on the 2021 Second Quarter Form 10-Q for the period ending June 30, 2021.

Risk Factors Related to the Agreement and Our Financial Condition

Any person who seeks to acquire our Common Stock, our Preferred Stock, or any other instrument that we may issue should be aware that any such investment should be considered only by those persons who can afford the total loss of their investment and in addition to the above, these risks include, but are not limited to, the risks set forth in our most recent 2020 Annual Report on Form 10-K under Item 1A together with the following:







   º We completed the acquisition of Human Brands International, Inc. ("Human
     Brands") and while we believe that the acquisition will provide us with
     significant business opportunities that may generate profits and a positive
     cash flow, we cannot assure you that we will achieve these and other goals
     and if we do achieve either or both of these goals, that we can sustain
     profitability, positive cash flow or both of them for any period of time.









   º We have limited financial and managerial resources to implement our
     business plan and otherwise conduct our corporate affairs and there can be
     no guarantee that we will have sufficient financial and managerial
     resources to do so in the future.



   º We anticipate that we will need to raise a significant amount of additional
     capital to support our current financial needs and the capital that we are
     likely to need if we are to sustain our corporate existence and otherwise
     conduct our intended business.



   º At present we have not received any commitment from any capable and
     qualified third party to provide a sufficient amount of additional funds
     that will allow us to meet our current and projected needs and there can be
     no assurance that we will receive a sufficient amount of funds at any time
     in the near future or, if we do receive such funds, that the funds will be
     provided on reasonable terms and in sufficient amounts and on a timely
     basis given our current financial condition. If we are not successful in
     obtaining such funds, in sufficient amounts, on reasonable terms, and on a
     timely basis, any person who acquires our Common Stock, our Preferred
     Stock, or any other instrument that we may issue or any combination of
     them, will likely lose their entire investment.



   º Holders of our Common Stock face an almost certain prospect of immediate
     and substantial dilution since even if a qualified and capable prospective
     investor were willing to assume the extraordinary risks involved in making
     an investment into our Company, existing investors would very likely suffer
     dilution in ownership, in destruction of the current book value per share,
     and the destruction of the extent of their voting rights that likely would
     be permanent and without recourse. Thus, any person who acquires our Common
     Stock should be prepared to lose all or substantially all of their
     investment.



   º There is no continuous and liquid trading market for our Common Stock and
     there is no likelihood that any such trading market will ever develop or,
     if it does develop, that it can be sustained. As a result, any person who
     acquires our Common Stock is not acquiring that has or will have at any
     time in the future, any liquidity that would allow them to sell our Common
     Stock without significant delays and/or difficulties. Further, there is no
     trading market for our Preferred Stock and there is no prospect that our
     Preferred Stock will ever be traded in any market.



   º We have no history of paying dividends on our Common Stock and given our
     history of losses, it is highly unlikely that we will be paying any
     dividends at any time in the near future.









   º We have not received any independent third-party evaluation of our business
     plan and the strategies that our Board of Directors has adopted and we have
     no present plans to secure any such evaluation. We may discover that
     notwithstanding our efforts and our acquisition of Human Brands
     International Inc., all or a significant part of our plans and strategies
     may not be financially feasible for any one or more reasons. As a result,
     our stockholders are exposed to significant and continuing risks and may
     thereby suffer the total loss of their investment.



   º We face intense competition from many other larger and well-established
     competitors who possess significantly greater financial resources than we
     have currently and at any time in the foreseeable future.



   º For these reasons and in view of the high risks and continuing unmitigated
     uncertainties involved, we cannot assure you that we will ever expect to
     gain any financial or other benefits as a result of the acquisition of
     Human Brands International, Inc. As a result, we may incur further
     protracted losses and negative cash flow thereby with the result that any
     holder of our Common Stock and any holder of our Preferred Stock would very
     likely suffer the total loss of their investment.



   º All of our securities should be considered HIGH RISK investments. For these
     reasons, any person who seeks to acquire our securities should be prepared
     to lose all of their investment.

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