The following discussion should be read in conjunction with our condensed consolidated financial statements and notes to our financial statements included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors discussed elsewhere in this report.





Overview

Based on our diversified expertise in manufacturing, marketing, distribution, and technology services in a wide variety of consumer products, including tobacco products, medical devices, and beverages, around the world, we have an innovative and consumer-focused approach to brand portfolio management, resting on a strong understanding of consumers domestically, and we have established a footprint in more than 50 key, international markets.

During 2021, we continued under our 2019 five-year manufacturing and distribution agreement with an unrelated party to manufacture, distribute, and sell condoms, electronic tobacco products, cigars, energy drinks, water beverages, and related merchandise, all using the HUSTLER® brand name. In 2020, our efforts had been devoted to phase one of our development of all HUSTLER®-branded products, which led us to generating revenue during 2020 for the first time in several years.





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Results of Operations for the Three and Six Months Ended June 30, 2021, Compared to the Three and Six Months Ended June 30, 2020





Sales and Cost of Sales

During the three months ended June 30, 2021 and 2020, we had net sales of $700,656 and $528,232, respectively, and cost of sales of $262,411 and $195,838, respectively, for gross profit of $438,245 and $332,394, respectively. During the six months ended June 30, 2021, we had net sales of $1,320,055 and $530,314, respectively, and cost of sales of $464,059 and $197,319, respectively, for gross profit of $855,996 and $332,995, respectively. The net sales for the three months ended June 30, 2021, consisted of product sales, which increased about 33% in the later year. For the six months ended June 30, 2021, net sales included revenue received in the first quarter of 2021 related to our agreement to develop and distribute certain HUSTLER® branded product, which was approximately 147% higher than net sales for the corresponding period in the previous year. The gross profit was approximately equal as a percentage of net sales for all reporting periods.





Operating Expenses

During the three months ended June 30, 2021 and 2020, employee costs were $135,077 and $0, respectively, and selling, general, and administrative expenses were $359,297 and $78,884, respectively, representing an increase in operating expenses of $415,490, or 527%, in the current period. During the six months ended June 30, 2021 and 2020, employee costs were $268,965 and $0, respectively, and selling, general, and administrative expenses were $638,595 and $161,544, respectively, representing an increase in operating expenses of $746,016, or 462%, in the current period. The increase in operating expenses period over period is the result of substantially increased activities attributable to the development of products under the HUSTLER® brand name in 2020.





Other Income and Expense

Other income and expenses during the three months ended June 30, 2021 and 2020, consisted of $168,726 and $156,568 in interest expense; a gain of $13,131 and a loss of $289,050 on derivative valuation; and other income of $0 and $2,000, respectively. Other income and expenses during the six months ended June 30, 2021 and 2020, consisted of $335,214 and $312,635 in interest expense; a loss on disposal of equipment of $0 and $9,771, a loss of $114,660 and $358,264 on derivative valuation; and other income of $0 and $42,000, respectively. The decrease in other expenses period over period is the result of a decrease in interest expense and a decrease to our loss on derivative valuation.

Liquidity and Capital Resources

We have had a history of losses from operations, as our expenses have been greater than our revenue. Our accumulated deficit was $78.5 million and $77.9 million at June 30, 2021, and December 31, 2020, respectively. As of June 30, 2021, and December 31, 2020, we had current assets of $1,160,811 and $942,442, respectively, and current liabilities of $38.8 million and $38.1 million, respectively, creating working capital deficits of approximately $37.6 million and $37.1 million, respectively, as of June 30, 2021, and December 31, 2020.





Operating Activities

We have only nominal cash or short-term assets, while our current liabilities aggregated $38.8 million as of June 30, 2021. During the six months ended June 30, 2021, operations used $81,207 of net cash, comprised of a loss from continuing operations of $501,438, noncash items totaling $153,367 consisting primarily of losses recognized from the changes in fair values of derivative liabilities and debt discount amortization, repayment expenses paid by related parties on our behalf of $199,909, and changes in working capital totaling $466,763. During the six months ended June 30, 2020, operations generated $205,592 of net cash, comprised of a net loss from continuing operations of $467,219, noncash items totaling $431,049 consisting of losses recognized from the changes in fair values of derivative liabilities and expense paid by related parties on our behalf, and changes in working capital totaling $241,762.





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Financing Activities

During the six months ended June 30, 2021, financing activities used $8,663 of cash, compared to using $103,261 of cash during the six months ended June 30, 2020. Cash used in financing activities during the six months ended June 30, 2021, consisted of proceeds from convertible loans payable and repayments of related-party loans. Cash used in financing activities during the six months ended June 30, 2020, consisted of advances from convertible debentures totaling $15,000, repayments of bank overdrafts of $1,611, repayments on related-party payables of $262,350, advances from related parties of $10,700, advances from loans payable of $156,000, and repayments on loans payable $21,000.

Our Capital Resources and Anticipated Requirements

Our monthly operating costs total approximately $143,000 per month, excluding approximately $50,000 of accruing interest expense and capital expenditures. We are generating sales revenue under our Exclusive Manufacturing and Distribution Agreement with GloBrands, LLC. Currently, we do not have enough cash on hand to sustain our business operations, and we expect to access external capital resources in the near future.

In conjunction with our efforts to commercialize new products, we are actively seeking infusions of capital from investors. In our current financial condition, it is unlikely that we will be able to obtain additional debt financing. Even if we did acquire additional debt, we would be required to devote additional cash flow to servicing the debt and securing the debt with assets.

Accordingly, we are looking to obtain equity financing to meet our anticipated capital needs. We cannot assure that we will be successful in obtaining such capital. If we were to issue additional shares for debt and/or equity, this would dilute the value of our common stock and existing stockholders' positions. We also have no authorized but unissued capital available.





Convertible Debentures

We currently have an outstanding amended, restated, and consolidated secured convertible debenture with Tekfine, LLC, an unrelated entity, with a maturity date of April 30, 2027, to the extent not previously converted. The amended debenture had a total outstanding principal balance of $2.4 million, with accrued interest of $1.5 million as of June 30, 2021. We also have four additional convertible debentures with Tekfine with maturity dates ranging from December 8, 2021, through May 30, 2022, totaling $275,000, unless earlier converted. The convertible debentures and accrued interest are convertible into shares of our common stock at the lower of $100 or $0.10 (depending on the instrument) or the lowest bid price for the 20 trading days prior to conversion.





Going Concern

These interim unaudited financial statements have been prepared on the going concern basis, which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly, the interim unaudited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we not be unable to continue as a going concern.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.





Critical Accounting Policies

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. Refer to Note 2 - Summary of Significant Accounting Policies for discussion.

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