The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and supplementary data referred to in this Form 10-Q.

This discussion contains forward-looking statements that involve risks and uncertainties. Such statements, which include statements concerning revenue sources and concentration, selling, general and administrative expenses and capital resources, are subject to risks and uncertainties, including, but not limited to, those discussed elsewhere in this Form 10-Q that could cause actual results to differ materially from those projected. Unless otherwise expressly indicated, the information set forth in this Form 10-Q is as of March 31, 2021, and we undertake no duty to update this information.

New You, Inc.'s principal business is the marketing of unique and proprietary cannabidiol ("CBD") products, which include CBD beverage enhancers that can be added to any beverage, CBD infused coffee, and CBD oil tinctures. The Company has five products:

· DROPS - 220 mgs of CBD - odorless, tasteless, flavorless and can be added to


   any beverage or liquid.

· CB2 & CBD 2 Plus - A Multi Spectrum Hemp-extracted CBD and Beta-Caryophyllene


   (?-Caryophyllene is the primary sesquiterpene contributing to the spiciness of
   black pepper; it is also a major constituent of cloves, hops, rosemary,
   copaiba, and cannabis), naturally blended coconut-derived MCT oil (made from a
   coconut fat called medium-chain triglyceride) and a hint of peppermint.

· Drops for Pets - This 50 mgs CBD product is designed to be used by pets.






 · ENDO30 -

o CAFFE CANNA - Caffe Canna is a rich organic CBD-infused non-GMO dark roast


   coffee

o ABSORB - Made of a Japanese root and rice flour veggie capsule.

o RELEASE - Made with organic Clove, Cascara Sagrada, Agave Inulin, Rhubarb Root

Extract, Slippery Elm Bark, Aloe Vera and other herbs.

· Drops FX -Our proprietary blend of CBD and Vitamins B3, B6, B9 & B12, that you


   can use in any drink or liquid.

· Drops FX Sleep -A blend of CBD, GABA (Gamma-amino butyric acid is an amino acid


   in the body that acts as a neurotransmitter in the central nervous system),
   Melatonin, Valerian Root.

· NanoX - A water soluble, Full Spectrum DBD made with Purified Water, NanoX™

Liposomal Hemp Complex (Hemp Extracts, Purified Water, Gum Acacia, MCT Oil
   (from Coconut)), Colloidal Silver (20ppm), Liposomal Methyl B12, Liposomal
   CoQ10, Liposomal Curcumin, Stevia Leaf Extract.

· The Cream - A topical skin cream made with Cannabidiol (1,000 mg of whole plant

CBD isolate per 60 mL), Purified Water (Aqua), Glyceryl Stearate SE, Cannabis

Sativa (Hemp) Seed Oil, Cocos Nucifera (Coconut) Oil, Ethyl Macadamiate,

Stearic Acid, Cetearyl Alcohol, Pentylene Glycol, Oryza Sativa (Rice) Bran

Extract, Tocopherol, Eucalyptus Globulus Leaf Oil, Origanum majorana, Potassium

Hydroxide, Hydroxypropyl Starch Phosphate, Phenoxyethanol, Caprylyl Glycol,

Tetra- sodium Glutamate Diacetate, Pentanediol






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New You, Inc. through its wholly owned subsidiary, New You LLC, markets and sells its products through a multi-level marketing and direct sales opportunity afforded to independent business owners called "Brand Partners." Commissions are earned on product sales to Brand Partners and their customers at a rate of 10% for every transaction, plus a specified spread on recurring sales. Brand Partners earn a 5% commission on sales by other team members at lower levels up to nine levels below the Brand Partner. Brand Partners can earn an additional bonus for customer sales and team sales. The team bonus is $400 for each time the team bonus volume reaches a certain amount in a 30 day period. Brand Partners can also earn an initial bonus of 20% of the transaction value for qualifying Brand Partners in the Brand Partner's first 30 days. There is a risk that Brand Partners may find it difficult to sell in a network marketing environment. Brand Partners may also find it difficult to sell CBD related products due to the uncertainty surrounding FDA regulations of CBD and hemp related products. Lastly, public perception of CBD products may be negative, as such products are derived from the Hemp plant. The Company does not hold any patents or trademarks and, as a result, may be vulnerable to competition from other companies offering very similar products and product brands The Company purchases inventory from Carlsbad Naturals, LLC. Carlsbad Naturals, LLC is a principal shareholder of New You, Inc., and is owned by a principal shareholder of New You, Inc. As a result, we are dependent on a related party for product inventory and do not have a broad base of unaffiliated suppliers. The officers and directors of the Company own 34.27% of the outstanding common shares. Accordingly, management will have a determinative influence on matters requiring shareholder approval.





Risks and Uncertainties

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States. We are currently negatively impacted through a reduction in sales by the outbreak of COVID-19 and the related business and travel restrictions and changes to behavior intended to reduce its spread, and continue to monitor its impact on operations, financial position, cash flows, customer purchasing trends, and the industry in general, in addition to the impact on our employees. We have concluded that while it is reasonably possible that the virus could continue to have a negative impact on the results of operations, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





Results of Operations

Revenues.For the three months ended March 31, 2021, we generated revenues of $333,653, a decrease of $197,869 compared to revenues of $531,522 for the three months ending March 31, 2020. The decrease was primarily due to the COVID-19 shutdown. At this stage in our development, revenues are not yet sufficient to cover ongoing operating expenses.

Gross Profit.Our gross profit for the three months ended March 31, 2021 was $274,403, a decrease of $175,277 compared to the three months ended March 31, 2020. Our gross margin percentage for the three months ended March 31, 2021 was 82%, compared to 85% for the three months ended March 31, 2020. The change in gross margin in the three months ended March 31, 2021 compared to the three months ended March 31, 2020 was due to decreased sales of higher margin items during the period..

Selling, General, and Administrative Expenses. Selling, general, and administrative expenses ("SG&A expenses") for the three months ended March 31, 2021 were $2,173,333, an increase of $791,650 compared to the three months ended March 31, 2020. For the three months ended March 31, 2021, the SG&A expenses included: (i) a reduction in commission expenses; (ii) a reduction in payroll expenses; and (iii) and an decrease in other SG&A expenses. Non-cash stock based compensation for the three months ended March 31, 2021 was $1,801,619, compared to $764,916 in stock based compensation for the three months March 31, 2020.





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                                                       For the
                                                        three
                                                       months           For the three
                                                        ended           months ended
                                                      March 31,           March 31,
                                                        2021                2020
Staff and Overhead Expenses                         $   271,616       $       434,203
Accounting/Legal                                         16,975                34,875
Commission Expense                                       83,122               147,689
Non-Cash Stock Based Compensation                     1,801,619               764,916
                                                    $ 2,173,333       $     1,381,683

Operating Loss. We realized an operating loss of $1,898,930 before interest and income taxes for the three months ended March 31, 2021 compared to operating loss of $932,003 for the three months ended March 31, 2020.

Interest Expense. Interest expenses for the three months ended March 31, 2021 was $253,624 compared to $31,933 for the three months ended March 31, 2020. The increase is a reflection of the addition of financing in the current period versus the prior period ending March 31, 2020.

Net Loss.We incurred a net loss of $877,500 for the three months ended March 31, 2021 compared to net loss of $964,736 for the three months ended March 31, 2020. The primary reason for the decrease in net loss is due to an increase in operating loss by $966,927 and an increase in interest expense by $221,691, offset by a gain from the change in the fair value of derivatives by $1,275,854. Management will continue to make an effort to lower operating expenses and increase revenue.

Liquidity and Capital Resources

We incurred a net loss for the three months ended March 31, 2021 and had an accumulated deficit of $8,044,515 at March 31, 2021. At March 31, 2021, we had a cash balance of $19,196, compared to a cash balance of $45,102 at December 31, 2020. At March 31, 2021, we had a working capital deficit of $1,647,715, compared to a working capital deficit of $2,460,718 at December 31, 2020. The Company's existing and available capital resources are not expected to be sufficient to satisfy our funding requirements through one year from the date of this filing in the absence of share issuances or other sources of financing.

We have not been able to generate sufficient cash from operating activities to fund our ongoing operations. Since our inception, we have raised capital through private sales of preferred stock, common stock, and debt securities.

We will be required to raise additional funds through public or private financing, additional collaborative relationships or other arrangements until we are able to raise revenues to a point of positive cash flow. We are evaluating various options to further reduce our cash requirements to operate at a reduced rate, as well as options to raise additional funds, including obtaining loans and selling common stock. There is no guarantee that we will be able to generate enough revenue and/or raise capital to support its operations.

Based on the above factors, substantial doubt exists about our ability to continue as a going concern for one year from the issuance of these financial statements.

The issuance of additional securities may result in a significant dilution in the equity interests of our current stockholders. Obtaining loans, assuming these loans would be available, will increase our liabilities and future cash commitments. There is no assurance that we will be able to obtain further funds required for our continued operations or that additional financing will be available for use when needed or, if available, that it can be obtained on commercially reasonable terms.

The effect of existing or probable government regulations on our business is not known at this time. Due to the nature of our business, it is anticipated that there may be increasing government regulation that may cause us to have to take serious corrective actions or make changes to the business plan.





Cash Flow

The following table summarizes our cash flows for the periods indicated below:





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                                                      For the Three            For the Three
                                                      Months Ended             Months Ended
                                                        March 31,                March 31,
Summary                                                   2021                     2020
Cash provided by operating activities               $     (30,906 )          $    (190,000 )
Cash used in investing activities                   $     (25,000 )          $          -
Cash provided by financing activities               $      30,000            $     190,000

Cash Used in Operating Activities

During the three months ended March 31, 2021 cash used in operating activities of $30,906 primarily reflected our net losses for the period, adjusted by non-cash charges such as depreciation and stock-based compensation, accretion of debt discounts, changes in the fair value of derivative liabilities, as well as changes in our working capital accounts, primarily consisting of a decrease in inventory, and an increase in accounts payable, an increase in credit card receivables and an increase in receivables due from a related party.

During the three months ended March 31, 2020 cash used in operating activities of $190,000 primarily reflected our net losses for the period, adjusted by non-cash charges such as depreciation, amortization, and stock based compensation, as well as changes in our working capital accounts, primarily consisting of a decrease in inventory, a decrease in credit card receivables, an increase in prepaid expenses, and a decrease in accounts payable.

Cash Used in Investing Activities

During the three months ended March 31, 2021 and 2020, cash used in investing activities was $25,000, which consisted of loan proceeds provided to a third party.

Cash Provided by Financing Activities

During the three months ended March 31, 2021, cash provided by financing activities was $30,000, which consisted of proceeds from a convertible note payable received in March 2021 offset by repayment of related party debt.

During the three months ended March 31, 2020, cash provided by financing activities was $190,000, which consisted primarily of proceeds from related party debt and proceeds from a loan from an unrelated party received in January 2020.

Recent Accounting Pronouncements

None.

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