Filing Analysis
🔍 Auditor Change
Filed May 10, 2024
🔴 CRITICAL
Healthy Extracts Inc. has dismissed its independent auditor, BF Borgers CPA PC, and appointed Bush & Associates CPA LLC as its replacement. The dismissal follows an SEC order against the former auditor, and the company's previous audits included a going concern warning.
🚩 Red Flags
- Auditor change combined with previous 'going concern' warnings in audit reports.
- The former auditor (BF Borgers) is under SEC sanctions/cease-and-desist orders.
- History of multiple amendments to convertible notes, indicating liquidity struggles and debt restructuring needs.
📋 Key Facts
- Dismissed BF Borgers CPA PC effective May 8, 2024.
- Engaged Bush & Associates CPA LLC as replacement auditor on May 8, 2024.
- The SEC issued an Order against BF Borgers on May 3, 2024, prohibiting them from appearing or practicing before the Commission.
- Previous audit reports by BF Borgers included an explanatory paragraph regarding the company's ability to continue as a going concern.
- Second Amendment to convertible notes extends maturity dates to June 25, 2026, with monthly amortized payments.
📝 Material Agreement
Filed Apr 24, 2024
🟠 HIGH
Healthy Extracts Inc. has terminated its long-standing acquisition agreement for Hyperion, L.L.C. and Online Publishing & Marketing, LLC. The termination was initiated by the target companies on April 18, 2024.
🚩 Red Flags
- Failure to close a material acquisition after more than a year (stalled deal risk).
- Termination initiated by the target companies rather than the registrant, suggesting potential breakdown in terms or due diligence issues.
- Significant delay in execution of growth strategy via M&A.
📋 Key Facts
- The Acquisition Agreement was originally entered into on January 13, 2023.
- The deal involved merging Hyperion, L.L.C. and Online Publishing & Marketing, LLC into newly-formed subsidiaries (Green Valley Natural Solutions, LLC and OPM).
- The target companies (Hyperion and OPM) issued a Notice of Termination on April 18, 2024.
- The acquisition has remained incomplete for over 15 months since the initial agreement.
Disclaimer: This analysis is generated by AI and is for informational purposes only.
It does not constitute financial advice, investment recommendations, or an offer to buy or sell securities.
Always review the original SEC filings and consult a financial advisor before making investment decisions.