What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-04-01 compared with 2023-04-21 · 408 added, 866 removed, 237 unchanged (84% of the section changed)

1 unchanged sentence

to Consolidated Financial Statements

BATTERY MATERIALS, INC.

31, 2023 and 2022

Report of Independent Registered Public Accounting Firm (PCAOB ID 6117 ) F-2

Consolidated Balance Sheets as of December 31, 2022 and 2021 F-3

Consolidated Statements of Operations for the years ended December 31, 2022 and 2021 F-4

Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2022 and 2021 F-5

Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021 F-6

Notes to Consolidated Financial Statements for the years ended December 31, 2022 and 2021 F-7

Report of Independent Registered Public Accounting Firm (PCAOB ID XXXX)

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Operations for the years ended December 31, 2023 and 2022

Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

Notes to Consolidated Financial Statements for the years ended December 31, 2023 and 2022

of Independent Registered Public Accounting Firm

of Directors and Stockholders

BoxScore Brands,

on the Financial Statements

have audited the accompanying consolidated balance sheets of BoxScore Brands, Inc.

(the Company) as of December 31, 2022 and 2021, and

the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended, and

the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in

all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and

its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Concern Considerations

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

The Company has suffered

recurring losses since inception and has not achieved profitable operations, which raise substantial doubt about its ability to continue

as a going concern.

Management’s plans in regard to these matters are described in Note 3.

The financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

To the Board of Directors and Shareholders of American Battery Materials,

Opinion on the Financial Statements

We have audited the accompanying consolidated balance

sheet of American Battery Materials, Inc.

(the Company) as of December 31, 2023, and the related consolidated statement of operations,

stockholders’ deficit, and cash flows for the year then ended and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally

accepted in the United States of America.

The financial statements

of the Company as of December 31, 2022, were audited by other auditors whose report dated April 20, 2023, expressed an unqualified opinion

on those statements.

Going Concern Considerations

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

The Company has suffered recurring losses since inception and has

not achieved profitable operations, which raise substantial doubt about its ability to continue as a going concern.

plans in regard to these matters are described in Note 2.

The financial statements do not include any adjustments that might result from

the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

critical audit matter communicated below is a matter arising from the current period audits of the financial statements that was communicated

or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Concern – Disclosure

financial statements of the Company are prepared on a going concern basis, which assumes that the Company will continue in operation

for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of

As noted in “Going Concern Considerations” above, the Company has a history of recurring net losses, a significant

accumulated deficit and currently has net working capital deficit.

The Company has contractual obligations, such as commitments for repayments

of accounts payable, accrued liabilities, notes payable, convertible notes payable, and amounts due under capital lease (collectively

“obligations”).

Currently, management’s forecasts and related assumptions illustrate their ability to meet the obligations

through management of expenditures, implementation of a new operational direction, obtaining additional debt financing, and issuance

of capital stock for additional funding to meet its operating needs.

Should there be constraints on the ability to implement its new

business operations or access financing through stock issuances, the Company will continue to manage cash outflows and meet the obligations

through debt financing.

identified management’s assessment of the Company’s ability to continue as a going concern as a critical audit matter.

made judgments regarding its intent and ability to effectively implement its plans and provide the necessary cash flows to fund the Company’s

obligations as they become due.

Specifically, the judgments with the highest degree of impact and subjectivity surrounding the Company’s

intent and ability to continue as a going concern include its ability to manage expenditures, its ability to access funding from the

capital market, its ability to obtain debt financing, and the successful implementation of its new operational direction.

judgments made by management required a high degree of auditor judgment and an increased extent of audit effort.

the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial

These procedures included the following, among others, evaluating the Company’s intent and ability to:

(i) access funding

from the capital market;

(ii) manage expenditures (iii) obtain debt financing, and (iv) implement its new business operational direction.

Accountancy Group of Utah

We have served

as the Company’s auditor since 2021.

Pinnacle Accountancy

Group of Utah

Heaton & Company, PLLC)

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

Critical audit matters are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

We determined that there were no critical audit matters.

April 1, 2024

We have served as the Company’s auditor since 2023.

Los Angeles, California

PCAOB ID Number 6580

BATTERY MATERIALS, INC.

Balance Sheets

9 unchanged sentences

Accrued interest

Senior convertible notes

Promissory notes payable

Convertible notes payable

Promissory notes payable, net of discount

Promissory notes payable – related party

Convertible notes payable, net of discount

Convertible notes payable – related party

Current capital lease obligation

Total current liabilities

Noncurrent liabilities:

Convertible notes payable

Derivative liabilities

Total noncurrent liabilities

Total Liabilities

11 unchanged sentences

accompanying notes are an integral part of the consolidated financial statements.

BATTERY MATERIALS, INC.

Statements of Operations

4 unchanged sentences

( 2,453,700 )

( 1,135,088 )

Other Expenses / Income

1 unchanged sentence

Gain on settlement of liabilities

Write-off of assets

Fair value of stock issued for note modification

Interest expense

Total other expenses (income)

Income (loss) from operations before income taxes

Total other income (expenses)

Loss from operations before income taxes

( 2,384,802 )

( 1,486,848 )

Provision for income taxes

Net Income (Loss)

$ ( 2,384,802 )

Net income (loss) per share – basic

Net loss per share – diluted

Weighted average common shares – basic

Weighted average common shares – diluted

$ ( 1,486,848 )

Net loss per share – basic and diluted

Weighted average common shares – basic and diluted

accompanying notes are an integral part of the consolidated financial statements.

BATTERY MATERIALS, INC.

Statements of Changes in Stockholders’ Deficit

2 unchanged sentences

Stockholders’

Balance as of December 31, 2020

$ ( 18,130,455 )

$ ( 11,773,386 )

Shares issued for note conversion

Fair value of warrants

Equity/(Deficit)

Balance as of December 31, 2021

3 unchanged sentences

Shares issued for note conversion

2,868,067,227

Shares issued for warrant exercise

6 unchanged sentences

( 1,300,412 )

Shares issued for services

Shares issued for warrant exercise

Shares issued for cashless warrant exercise

Conversion of preferred stock to common stock

Shares issued for note modification

Shares issued with notes

( 2,384,802 )

Balance as of December 31, 2023

( 20,239,639 )

( 3,016,893 )

accompanying notes are an integral part of the consolidated financial statements.

BATTERY MATERIALS, INC.

Statements of Cash Flows

Cash Flows from Operating Activities

Net income (loss)

$ ( 2,384,802 )

$ ( 1,486,848 )

Adjustments to reconcile net loss to net cash used in operating activities:

2 unchanged sentences

Gain on change in fair value of debt and warrant liabilities

( 2,871,910 )

Write-off of assets

Fair value of stock issued for note modification

Amortization of debt discount

Changes in operating assets and liabilities:

3 unchanged sentences

Net cash used in operating activities

( 2,278,206 )

Cash Flows from Investing Activities:

5 unchanged sentences

Proceeds from issuance of preferred stock

Proceeds from warrant exercise

Repayments of capital lease obligations

Repayments of convertible note

Repayments of promissory notes

Proceeds from warrant exercises

Repayment of convertible note

Net cash provided by financing activities

Net increase (decrease) in cash

Net (decrease) increase in cash

Cash, beginning of period

5 unchanged sentences

Convertible notes converted to common stock

Accrued interest converted to common stock

Accrued interest on convertible notes converted to common stock

accompanying notes are an integral part of the consolidated financial statements.

BATTERY MATERIALS, INC.

to Consolidated Financial Statements

1 unchanged sentence

1 - Nature of the Business

BoxScore Brands, Inc.

(the “Company”)

is a US based renewable energy company focused on the extraction, refinement and distribution of technical minerals in an environmentally

responsible manner.

Battery Materials, Inc.

(the “Company”) is a US based renewable energy company focused on the extraction, refinement and

distribution of technical minerals in an environmentally responsible manner.

Company formerly developed, marketed and distributed various self-serve electronic kiosks and mall/airport co-branded islands throughout

10 unchanged sentences

Technical Report indicated that further investment and development in the claims were warranted.

April 25, 2023, the Company formed Mountain Sage Minerals LLC, a Utah limited liability company, of which it is the 100 % owner.

The Company will look to expand its holdings in the Lisbon Valley area with the acquisition of additional mineral claims and joint venture

opportunities through this new LLC.

May 1, 2023, FINRA completed the processing of our application for a name change, and our name was officially changed to American Battery

Materials, Inc.

At the same time, the Company’s trading symbol was changed to BLTH.

These changes better reflect the business of

June 1, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Seaport Global Acquisition

II Corp., a Delaware corporation (“SGI I ”), and Lithium Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary

of SGII (“Merger Sub”).

SGII is a blank check company, also referred to as a special purpose acquisition company, formed

for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar

business combination with one or more businesses.

Following material changes to the transaction proposed by SGII making the

transaction untenable to us, on November 20, 2023, SGII notified us that it had elected to terminate the Merger Agreement..

August 4, 2023, the Company filed an Amendment to the Certificate of Incorporation (the “Amendment”) in order to effect a

reverse stock split in the ratio of 1-for-300 (the “Reverse Split”).

The Company and its shareholders holding a majority

of the issued and outstanding shares of stock of the Company entitled to vote previously approved a reverse stock split for not less

than 1-for-10 and not more than 1-for-1,000, at any time prior to October 20, 2023, with the Company’s Board having the discretion

to determine whether or not the Reverse Split is to be effected, and if effected, the exact ratio for the Reverse Split within the above

On August 1, 2023, the Company’s unanimously approved the Reverse Split and authorized the filing of the Amendment.

8, 2023, the company effectuated the reverse split of the common stock by a ratio of one-for-300 (the “Reverse Split”).

per share amounts and number of shares in the consolidated financial statements and related notes have been retroactively restated to

reflect the Reverse Split.

Company has been moving forward with its strategy of employing advanced brine extractive technology methodologies and has been in talks

5 unchanged sentences

provide current results, analytical, geotech modeling, aquifer modeling, recharge, flows, and depth.

Company will also look to expand its holdings in the Lisbon Valley area with the acquisition of additional mineral claims and joint venture

opportunities.

2 - Summary of Significant Accounting Policies

of Presentation and Principles of Consolidation

accompanying consolidated financial statements have been prepared in accordance with U.S.

2 - Going Concern

accompanying consolidated financial statements have been prepared on a going concern basis.

The Company had net loss of $ 2,384,802 during

the year ended December 31, 2023, has accumulated losses totaling $ 20,239,639 , and has a working capital deficit of $ 3,222,893 as

of December 31, 2023.

These factors, among others, indicate that the Company may be unable to continue as a going concern.

The consolidated

financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Until the Company can generate significant cash from operations, its

ability to continue as a going concern is dependent upon obtaining additional financing.

The Company hopes to raise additional financing,

potentially through the sale of debt or equity instruments, or a combination, to fund its operations for the next 12 months and allow

the Company to continue the development of its business plans and satisfy its obligations on a timely basis.

Should additional financing

not be available, the Company will have to negotiate with its lenders to extend the repayment dates of its indebtedness.

no assurance that the Company will be able to successfully restructure its debt obligations in the event it fails to obtain additional

These conditions have raised substantial doubt as to the Company’s ability to continue as a going concern for one year

from the issuance of the financial statements, which has not been alleviated.

Note 3 - Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements

have been prepared in accordance with U.S.

generally accepted accounting principles (GAAP).

The Company’s fiscal year end is December

accompanying consolidated financial statements include the accounts of BoxScore Brands, Inc.

and the operations of its wholly-owned subsidiaries

U-Vend America, Inc., U-Vend Canada, Inc.

and U-Vend USA LLC.

All intercompany balances and transactions have been eliminated in consolidation.

preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect

amounts reported in the financial statements and accompanying notes.

Actual results could differ from those estimates and be based on

events different from those assumptions.

Future events and their effects cannot be predicted with certainty;

estimating, therefore, requires

the exercise of judgment.

Thus, accounting estimates change as new events occur, as more experience is acquired, or as additional information

and Equipment

and equipment are stated at cost less depreciation.

Depreciation is provided using the straight-line method over the estimated useful

life of the assets.

Equipment has estimated useful lives between three and seven years .

Expenditures for repairs and maintenance are

charged to expense as incurred.

to Consolidated Financial Statements

the Years Ended December 31, 2022 and 2021

Use of Estimates

The preparation of consolidated financial statements

in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements

and accompanying notes.

Actual results could differ from those estimates and be based on events different from those assumptions.

events and their effects cannot be predicted with certainty;

estimating, therefore, requires the exercise of judgment.

Thus, accounting

estimates change as new events occur, as more experience is acquired, or as additional information is obtained.

Property and Equipment

Property and equipment are stated at cost less

depreciation.

Depreciation is provided using the straight-line method over the estimated useful life of the assets.

Equipment has estimated

useful lives between three and seven years.

Expenditures for repairs and maintenance are charged to expense as incurred.

of Long-lived Assets

6 unchanged sentences

Rights and Properties

Company capitalizes acquisition costs until the Company determines the economic viability of the property.

Since the Company does not

have proven and probable reserves as defined by Securities and Exchange Commission (“SEC”) regulation S-K 1300, exploration

expenditures are expensed as incurred.

The Company expenses mineral lease costs and repair and maintenance costs as incurred.

reviews the carrying value of our properties for impairment, including mineral rights, upon the occurrence of events or changes in circumstances

that indicate the related carrying amounts may not be recoverable.

The Company currently owns the rights to 102 Federal Mining Claims

located in the Lisbon Valley of Utah that it purchased on November 5, 2021 for $ 100,000 .

No impairment or capitalizable costs related

to the mineral claims were noted during the year ended December 31, 2022.

Company presents basic and diluted earnings per share in accordance with ASC 260, “Earnings per Share.” Basic earnings per

share reflect the actual weighted average of shares issued and outstanding during the period.

Diluted earnings per share are computed

including the number of additional shares that would have been outstanding if dilutive potential shares had been issued.

In a loss period,

the calculation for basic and diluted earnings per share is considered to be the same, as the impact of potential common shares is anti-dilutive.

As of December 31, 2022 and 2021, there were approximately

96 million and 164 million shares potentially issuable under convertible debt agreements, options, warrants and preferred stock that could

dilute basic earnings per share if converted that were included in the calculation of diluted earnings per share for the year ended December

These if-converted shares were excluded from the year ended December 31, 2022 because their inclusion would have been anti-dilutive

due to the Company’s net loss.

Net income (loss)

Gain on change in fair value of derivatives

$ ( 2,871,910 )

Interest on convertible debt

Net loss – diluted

$ ( 348,781 )

Weighted average common shares outstanding

Effect of dilutive shares

Net income (loss) per common share:

Financial Instruments

Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded

Certain warrants issued by the Company contain terms that result in the warrants being classified as derivative liabilities

for accounting purposes.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially

recorded at its fair market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated

statement of operations.

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency

to Consolidated Financial Statements

the Years Ended December 31, 2022 and 2021

The Company capitalizes acquisition costs until

the Company determines the economic viability of the property.

Since the Company does not have proven and probable reserves as defined

by Securities and Exchange Commission (“SEC”) regulation S-K 1300, exploration expenditures are expensed as incurred.

Company expenses mineral lease costs and repair and maintenance costs as incurred.

The Company reviews the carrying value of our properties

for impairment, including mineral rights, upon the occurrence of events or changes in circumstances that indicate the related carrying

amounts may not be recoverable.

During the period ending December 31, 2023, the Company took action to expand on its rights to 102 federal

mining claims located in the Lisbon Valley of Utah that it purchased on November 5, 2021, for $ 100,000 .

The Company acquired and staked

additional lithium mining claims adjacent to its Lisbon Valley Project in Utah for $ 106,000 .

The new claims have been registered with

the Bureau of Land Management.

The Company now owns a total of 743 placer claims over 14,260 acres, comprised of (i) the 102

original claims held;

and (ii) the 641 new claims.

No impairment or capitalizable costs related to the mineral claims were noted during

the years ended December 31, 2023, or 2022.

Earnings Per Share

The Company presents basic and diluted earnings

per share in accordance with ASC 260, “Earnings per Share.” Basic earnings per share reflect the actual weighted average of

shares issued and outstanding during the period.

Diluted earnings per share are computed including the number of additional shares that

would have been outstanding if dilutive potential shares had been issued.

In a loss period, the calculation for basic and diluted earnings

per share is considered to be the same, as the impact of potential common shares is anti-dilutive.

As of December 31, 2023, and December 31, 2022,

there were approximately 290,000 and 320,000 shares potentially issuable under convertible debt agreements, options, warrants

and preferred stock that could dilute basic earnings per share if converted that were excluded from the years ended December 31, 2023

and 2022 because their inclusion would have been anti-dilutive due to the Company’s net losses.

Derivative Financial Instruments

The Company evaluates its financial instruments

to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.

Certain warrants issued by

the Company contain terms that result in the warrants being classified as derivative liabilities for accounting purposes.

For derivative

financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value

and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations.

does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.

Value of Financial Instruments

20 unchanged sentences

1 or Level 2.

of the Company’s debt and equity instruments include embedded derivatives that require bifurcation from the host contract under

the provisions of ASC 815-40, “Derivatives and Hedging.”

The following table sets forth by level within

the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis as of December

31, 2022 and 2021:

Fair Value Measurement at

December 31, 2022

Derivative liabilities

Fair Value Measurement at

December 31, 2021

Derivative liabilities

Company accounts for stock-based compensation in accordance with ASC 718, “Compensation - Stock Compensation,” which requires

all stock-based awards granted to employees, directors, and non-employees to be measured at grant date fair value of the equity instrument

issued, and recognized as expense.

Stock-based compensation expense is recognized on a straight-line basis over the requisite service

period of the award, which is generally equivalent to the vesting period.

The fair value of each stock option granted is estimated using

the Black-Scholes option pricing model.

The measurement date for the non-forfeitable awards to nonemployees that vest immediately is

the date the award is issued.

on Liabilities Settlement

the year ended December 31, 2021 creditors forgave an aggregate amount of $ 19,959 associated with accrued expenses and $ 26,062 related

to notes payable.

In addition, the Company recorded a gain on capital lease settlement of $ 16,074 as detailed in Note 6, resulting in

total gain on settlement of liabilities of $ 62,095 .

During the year ended December 31, 2022, creditors forgave $ 32, 019 in notes payable,

which has been recorded as a gain on settlement.

to Consolidated Financial Statements

the Years Ended December 31, 2022 and 2021

The Company accounts for stock-based compensation

in accordance with ASC 718, “Compensation - Stock Compensation,” which requires all stock-based awards granted to employees,

directors, and non-employees to be measured at grant date fair value of the equity instrument issued and recognized as expense.

compensation expense is recognized on a straight-line basis over the requisite service period of the award, which is generally equivalent

to the vesting period.

The fair value of each stock option granted is estimated using the Black-Scholes option pricing model.

The measurement

date for the non-forfeitable awards to non-employees that vest immediately is the date the award is issued.

recognize revenue under ASC 606, “Revenue from Contracts with Customers,” the core principle of which is that an entity should

7 unchanged sentences

financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.

Company recognized $ 0 revenue during the year ended December 31, 2022 and 2021.

The Company recognized $ 0 revenue during

the years ended December 31, 2023, and 2022 .

Accounting Pronouncements

August 5, 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts

in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,

which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible

instruments and contracts on an entity’s own equity.

This ASU is effective for public business entities, excluding smaller reporting

companies, for fiscal years beginning after December 15, 2021, and for all other entities for fiscal years beginning after December 15,

August 5, 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and

Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s

Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity,

including convertible instruments and contracts on an entity’s own equity.

This ASU is effective for public business entities,

excluding smaller reporting companies, for fiscal years beginning after December 15, 2021, and for all other entities for fiscal years

beginning after December 15, 2023.

Early adoption is permitted for all entities no earlier than for fiscal years beginning after December

The Company is

currently evaluating the effects this ASU will have on its financial statements.

The Company is currently evaluating the effects this ASU will have on its financial statements.

Company has examined all other recent accounting pronouncements and determined that they will not have a material impact on its financial

position, results of operations, or cash flows.

3 - Going Concern

The accompanying consolidated financial statements

have been prepared on a going concern basis.

The Company had net loss of $ 1,486,848 during the year ended December 31, 2022, has accumulated

losses totaling $ 17,854,837 , and has a working capital deficit of $ 1,400,412 at December 31, 2022.

These factors, among others, indicate

that the Company may be unable to continue as a going concern.

The consolidated financial statements do not include any adjustments that

might result from the outcome of these uncertainties.

the Company can generate significant cash from operations, its ability to continue as a going concern is dependent upon obtaining additional

The Company hopes to raise additional financing, potentially through the sale of debt or equity instruments, or a combination,

to fund its operations for the next 12 months and allow the Company to continue the development of its business plans and satisfy its

obligations on a timely basis.

Should additional financing not be available, the Company will have to negotiate with its lenders to extend

the repayment dates of its indebtedness.

There can be no assurance that the Company will be able to successfully restructure its debt

obligations in the event it fails to obtain additional financing.

These conditions have raised substantial doubt as to the Company’s

ability to continue as a going concern for one year from the issuance of the financial statements, which has not been alleviated.

Convertible Notes

year ended December 31, 2018, a Senior Convertible Note in the aggregate principal amount of $ 310,000 and a maturity date of December

31, 2018 payable to Cobrador Multi-Strategy Partners, LP (“Cobrador 1”), was extended until December 31, 2019.

also extended the expiration dates of Series A Warrants issued in connection with Cobrador 1 by one year.

The fair value of the Series

A Warrants did not materially change due to the extension.

During the year ended December 31, 2020, principal and accrued interest in

the amount of $ 55,788 were converted into 14,760,086 shares of common stock.

The carrying value as of December 31, 2020

was $ 268,900 .

During the year ended December 31, 2021, total principal of $ 218,900 and accrued interest in the amount of $ 153,686 were

converted into 98,024,360 shares of common stock resulting in carrying value of $ 50,000 as of December 31, 2021.

the year ended December 31, 2022, total principal of $ 50,000 and accrued interest were exchanged into new convertible note resulting

in carrying value of $ 0 as of December 31, 2022.

to Consolidated Financial Statements

the Years Ended December 31, 2022 and 2021

31, 2016, the Company issued a Senior Convertible Note in the face amount of $ 108,804 to Cobrador (“Cobrador 2”) in settlement

of previously accrued interest, additional interest, fees and penalties.

The additional interest, fees and penalties was $ 72,734 and

this amount was charged to operations as debt discount amortization during the year ended December 31, 2016.

The Senior Convertible Note

was extended during the year ended December 31, 2018 and was due on December 31, 2019.

It is convertible into shares of common stock at

a conversion price $ 0.05 per share and bears interest at 7 % per annum.

The Company determined that Cobrador 2 had a beneficial

conversion feature based on the difference between the conversion price and the market price on the date of issuance and allocated $ 87,043 as

debt discount representing the beneficial conversion feature which was fully amortized at December 31, 2017.

As of December 31, 2020 the

carrying value was $ 108,804 .

During the year ended December 31, 2021, total principal in the amount of $ 88,000 was converted into 23,157,894 shares

of common stock resulting in carrying value of $ 20,804 as of December 31, 2021.

During the year ended December 31, 2022, total principal

and accrued interest in the amount of $ 20,804 of principal and $ 79,923 of interest were converted into 26,507,105 shares of

common stock resulting in carrying value of $ 0 as of December 31, 2022.

During December

2017, the Company issued a Senior Convertible Note in the amount of $ 25,000 to Cobrador.

The note bears interest at 7 %, was

due in December 2019, and is convertible into common shares at a conversion price of $ 0.05 per share.

In addition, in conjunction

with this note, the Company issued 500,000 warrants to purchase common shares at $ 0.05 with a contractual term of 5 years.

The estimated value of the warrants was determined to be $ 1,421 and was recorded as interest expense during 2017 and a warrant liability

due to the down round provision in the note agreement.

The outstanding principal balance was $ 25,000 as of December 31, 2021.

the year ended December 31, 2022, total principal of $ 25,000 and accrued interest in the amount of $ 8,313 were exchanged into new

convertible note resulting in carrying value of $ 0 as of December 31, 2022.

Notes Payable

the Company issued an unsecured promissory note to a former employee of U-Vend Canada.

The original amount of this note was $ 10,512 has

a term of 3 years and accrues interest at 17 % per annum.

The total principal of $ 6,235 was settled during the year

ended December 31, 2022, resulting in balances of $ 0 and $ 6,235 as of December 31, 2022 and 2021, respectively.

in 2015, the Company entered into a series of promissory notes from the same lender.

All of the notes bear interest at a rate of 19 %

per annum and are payable together with interest over a period of six (6) months from the date of borrowing.

As of December 31, 2015,

note balance was $ 11,083 .

In 2016, the Company borrowed $ 76,500 and repaid $ 63,497 .

The balance outstanding on these notes was $ 24,116 at

December 31, 2016.

In 2017, the Company borrowed $ 36,400 and repaid $ 44,449 .

The balance outstanding on these notes was $ 16,067 at

December 31, 2017.

In 2018, the Company borrowed $ 143,908 and repaid $ 125,931 .

The balance outstanding on these notes was $ 34,044 at

December 31, 2018.

During the year ended December 31, 2019, the Company borrowed additional $ 38,325 and recorded additional original

discount in the amount of $ 3,325 associated with the new borrowing.

During the year ended December 31, 2019, the Company repaid $ 46,584 in

principal and fully amortized $ 3,325 of debt discount.

As of December 31, 2021, the balance outstanding on these notes was $ 25,784 ,

which was settled during the year ended December 31, 2022, resulting in a $ 0 balance.

2016, the Company issued a promissory note in the principal amount of $ 77,008 .

The promissory note bears interest at 10 % per annum,

with a provision for an increase in the interest rate upon an event of default, due on December 31, 2019.

As of December 31, 2022 and

2021, the note was in default, and the balance outstanding was $ 77,008 .

year ended December 31, 2016, the Company issued two unsecured promissory notes and borrowed an aggregate amount of $ 80,000 .

The promissory

notes bear interest at 10 % per annum, with a provision for an increase in the interest rate upon an event of default as defined therein

and were due at various due dates in May and September 2017.

The due dates of both notes were extended to December 31, 2019.

As of December

31, 2021, the balance outstanding on these notes was $ 80,000 .

During the year ended December 31, 2022, total principal and accrued interest

in the amount of $ 50,000 of principal and $ 27,972 of interest were converted into a $ 95,088 convertible note

resulting in carrying value of $ 30,000 as of December 31, 2022.

In December 2017, the Company

issued promissory notes in the aggregate principal balance of $ 28,000 to Cobrador.

The notes accrue interest at 7 % and have

a two-year term.

As of December 31, 2021, the balance outstanding on these notes was $ 28,000 .

During the year ended December 31, 2022,

total principal and accrued interest in the amount of $ 28,000 of principal and $ 9,310 of interest were exchanged into new

convertible note resulting in carrying value of $ 0 as of December 31, 2022.

to Consolidated Financial Statements

the Years Ended December 31, 2022 and 2021

13, 2018, the Company issued a promissory note in the principal amount of $ 115,000 .

This note bears interest at the rate of 7 % per

annum, due on December 31, 2019.

In 2019, the Company borrowed an additional $ 25,000 and repaid $ 60,000 .

The balance outstanding

on this note as of December 31, 2021, was $80,000.

During the year ended December 31, 2022, total principal and accrued interest in the

amount of $ 80,000 of principal and $ 25,798 of interest were exchanged into new convertible note resulting in carrying

value of $ 0 as of December 31, 2022.

19, 2018, the Company issued a promissory note in the principal amount of $ 124,000 with net proceeds of $ 112,840 .

This note matures

The Company recorded $ 11,160 to debt discount.

During the year ended December 31, 2018, the Company repaid $ 9,784 in

principal and amortized $ 872 of debt discount resulting in an unamortized debt discount of $ 10,288 and carrying value of $ 103,928 at

December 31, 2018.

During the year ended December 31, 2019, the Company repaid $ 48,154 in principal and amortized $ 9,744 of

debt discount resulting in an unamortized debt discount of $ 544 and carrying value of $ 65,518 at December 31, 2019.

year ended December 31, 2020, the Company repaid $ 15,000 in principal and fully amortized $ 544 of debt discount.

As of December

31, 2020, the balance outstanding on this note was $ 51,062 .

During the year ended December 31, 2021, the Company fully repaid $ 25,000 in

principal, remaining balance of the amount owed was released and recorded as a settlement of liability.

As of December 31, 2022 and December

31, 2021, the balance outstanding on this note was $ 0 .

year ended December 31, 2019, the Company issued two promissory notes in the aggregate principal amount of $ 135,000 , bearing interest

of 7 % and mature on August 31, 2019 .

As of December 31, 2021, the balance outstanding on these notes was $ 135,000 .

year ended December 31, 2022, total principal and accrued interest in the amount of $ 135,000 of principal and $ 33,163 of interest were

converted into a $ 161,261 convertible note and into 4,124,050 shares of common stock resulting in carrying value of $ 0 as

of December 31, 2022.

5, 2019, the Company issued a non-equity linked promissory note for $ 100,000 to an investor with an annual 10 % rate of interest

and a one (1) year maturity.

This investor also received a warrant for 500,000 shares at a strike price

of $ 0.07 per share with a five ( 5 ) year maturity.

The fair value of warrant was not material.

As of December

31, 2019, the outstanding balance was $ 100,000 .

On December 23, 2020, total principal and accrued interest in the amount of $ 118,250 were

converted into a new promissory note in the principal amount of $ 118,250 with an annual 10 % rate of interest and mature on January

As of December 31, 2021, the notes were in default and the outstanding balance was $ 118,250 .

During the year ended December

31, 2022, total principal and accrued interest in the amount of $ 118,250 of principal and $ 20,957 of interest were exchanged

into new convertible note resulting in carrying value of $ 0 as of December 31, 2022.

As of December

31, 2022, the above promissory notes were in default with an interest rate increased by 2 % over the original interest rate.

year ended December 31, 2022, the Company entered into 5 promissory note agreements in the aggregate amount of $ 250,000 .

The notes have

a 1 year term, bear interest of 7 % and 9 % if paid in cash.

The outstanding principal balance was $ 250,000 as of December

Notes Payable

Stock Purchase Agreement

and 2015 the Company entered into the 2014 Securities Purchase Agreement (the “2014 SPA”) pursuant to which it issued eight (8)

convertible notes in the aggregate face amount of $ 146,000 due at various dates between August 2015 and March 2016.

The principal

on these notes is due at the holder’s option in cash or common shares at a conversion rate of $ 0.30 per share.

In connection

with these borrowings the Company granted a total of 360,002 warrants with an exercise price of $ 0.35 per share and a 5 year

contractual term.

The warrants issued have a down round provision and as a result are classified as a liability in the accompanying consolidated

balance sheets.

Pursuant to the down round provision, the exercise price of the warrants was reduced to $ 0.22 at December 31, 2016.

During 2017 the Company repaid one of the notes in the amount of $ 50,000 .

On May 1, 2018, the Company granted 1,000,000 warrants

with an exercise price of $ 0.15 per share and a 5 year contractual term, valued at $ 2,841 , which was recorded as debt discount.

As of December 31, 2020, outstanding balance of these notes was $ 121,000 .

During the year ended December 31, 2021, one of the notes

in the principal amount of $ 25,000 and accrued interest in the amount of $ 30,387 was converted into 14,575,645 shares

of common stock resulting in carrying value of $ 96,000 as of December 31, 2021.

During the year ended December 31, 2022, total principal

and accrued interest in the amount of $ 96,000 of principal and $ 63,342 of interest were converted into 76,627,004 shares of

common stock resulting in carrying value of $ 0 as of December 31, 2022.

to Consolidated Financial Statements

the Years Ended December 31, 2022 and 2021

and Cobrador held three of the convertible notes in the aggregate face amount of $ 45,000 and agreed to extend the repayment

date to November 17, 2020.

The Company agreed to a revised conversion price of $ 0.05 per share and a revised warrant exercise

price of $ 0.07 per share.

As of December 31, 2021, outstanding balance of these notes was $ 45,000 .

During the year ended December

31, 2022, total principal and accrued interest in the amount of $ 45,000 of principal and $ 34,135 of interest were

exchanged into new convertible note resulting in carrying value of $ 0 as of December 31, 2022.

Stock Purchase Agreement

year ended December 31, 2015, the Company issued eleven subordinated convertible notes bearing interest at 9.5 % per annum

with an aggregate principal balance of $ 441,000 pursuant to the 2015 Stock Purchase Agreement (the “2015 SPA”).

were due in December 2017 and are payable at the noteholder’s option in cash or common shares at a conversion rate of $ 0.30 per

The conversion rate was later revised to $ 0.05 due to down round provisions contained in the 2015 SPA, and the due date was

extended to November 17, 2020.

In connection with these borrowings, the Company issued a warrant to purchase 735,002 shares

of the Company’s common stock at an exercise price of $ 0.40 per share and a 5 year contractual term.

price was later revised to $ 0.22 per share pursuant to the down round provisions in the 2015 SPA.

The Company allocated $ 8,113 of

proceeds received to debt discount based on the computed fair value of the convertible notes and warrants issued.

During the year ended

December 31, 2016, the noteholder converted one note in the face amount of $ 35,000 into 700,000 shares of common stock.

the year ended December 31, 2021, principal in the amount of $ 100,000 and accrued interest in the amount of $ 138,245 were converted

into 62,696,053 shares of common stock resulting in carrying value of $ 306,000 as of December 31, 2021.

During the year

ended December 31, 2022, total principal and accrued interest in the amount of $ 306,000 of principal and $ 214,188 of interest were

exchanged into new convertible note resulting in carrying value of $ 0 as of December 31, 2022.

Stock Purchase Agreement

30, 2016, the Company entered into the 2016 Stock Purchase Agreement (the “2016 SPA”) pursuant to which it issued four convertible

notes in the aggregate principal amount of $ 684,589 .

The 2016 SPA notes were due in November 2020 and bear interest at 9.5 % per annum.

The notes are convertible into shares of common stock at a conversion price of $ 0.17 per share.

With these notes, the Company satisfied

its obligations for:

previously issued promissory notes of $ 549,000 , accrued interest of $ 38,615 , lease principal installments of $ 47,466 ,

previously accrued registration rights penalties of $ 22,156 , due to a former officer of $ 81,250 , and additional interest, expenses, fine

and penalties of $ 23,110 .

The Company charged additional interest, expenses, fines and penalties $ 23,110 to operations as amortization

of debt discount and deferred financing costs during the year ended December 31, 2016.

In connection

with the 2016 SPA, the Company granted a total of 2,239,900 warrants with an exercise price of $ 0.30 per share which was

later revised to $ 0.05 per share due to down round provisions, with a 5 year contractual life.

The Company allocated $ 19,242 to

debt discount based on the computed fair value of the convertible notes and warrants issued and classified the debt discount is as a warrant

liability due to the down round provision in the warrants.

11, 2019, $ 85,000 in principal were converted into 1,700,000 shares of common stock.

As of December

31, 2021, the 2016 SPA had a carrying value of $ 599,589 .

During the year ended December 31, 2022, total principal and accrued interest

in the amount of $ 599,589 of principal and $ 392,405 of interest were partially exchanged into new convertible

note and partially converted into 85,502,658 shares of common stock resulting in carrying value of $ 0 as of December

year ended December 31, 2016, the Company issued four convertible notes (the “Cobrador 2016 Notes”) in the aggregate principal

amount of $ 115,000 .

The Cobrador 2016 Notes have a 2 year term, bear interest at 9.5 % per annum, and are convertible into

shares of common stock at a conversion price of $ 0.17 per share.

The conversion price was subsequently revised to $ 0.05 per

the down round provisions and the maturity date was extended to September 26, 2021.

In connection with the Cobrador 2016 Notes, the Company

granted a total of 338,235 warrants with an exercise price of $ 0.30 per share which was subsequently revised to $ 0.05 per

share due to down round provisions with a 5 year contractual term.

The Company allocated $ 1,994 to debt discount based

on the computed fair value of the convertible notes and warrants issued and classified the debt discount as a warrant liability due to

the down round provision in the warrants.

During the year ended December 31, 2019, $ 20,000 was converted into 400,000 shares.

of December 31, 2021, the Cobrador 2016 Notes had a carrying value of $ 95,000 .

During the year ended December 31, 2022, total principal

and accrued interest in the amount of $ 95,000 of principal and $ 55,092 of interest were exchanged into new convertible

note resulting in carrying value of $ 0 as of December 31, 2022.

fourth quarter of 2016, the Company issued three additional convertible notes in the aggregate principal amount of $ 250,000 .

have a 2 year term, bear interest at 9.5 % per annum and are convertible into shares of common stock at a conversion price

of $ 0.05 per share.

In connection with these borrowings, the Company granted warrants to purchase 5,000,000 shares of common

stock with an exercise price of $ 0.07 per share.

The Company allocated $ 27,585 to debt discount based on the computed fair value

of the convertible notes and warrants issued, and the debt discount is classified as a warrant liability due to the down round provision

in the warrants.

As of December 31, 2020, the carrying value of the notes was $ 250,000 .

During the year ended December 31, 2021, principal

in the amount of $ 47,000 was converted into 12,368,421 shares of common stock resulting in carrying value of $ 203,000 as

of December 31, 2021.

During the year ended December 31, 2022, principal and accrued interest in the amount of $28,000 of principal

and $60,473 of interest were converted into 23,282,260 shares of common stock, principal and accrued

interest in the amount of $175,000 of principal and $97,277 of interest were exchanged into new convertible note resulting

in carrying value of $0 as of December 31, 2022 .

to Consolidated Financial Statements

the Years Ended December 31, 2022 and 2021

year ended December 31, 2017, the Company entered into 19 separate convertible notes agreements (the “2017 Convertible Notes)”

in the aggregate principal amount of $ 923,882 .

The 2017 Convertible Notes each have a 2 year term, bear interest at 9.5 %,

and are convertible into shares of common stock at a conversion price of $ 0.05 per share.

In connection with the 2017 Convertible

Notes, the Company issued a total of 16,537,926 warrants with an exercise price of $ 0.07 per share with a 5 year

The Company allocated $ 59,403 to a debt discount based on the computed fair value of the convertible notes and warrants issued

and classified the debt discount as a warrant liability due to the down round provision in the warrants.

During the year ended December

31, 2018, the Company amortized $ 31,940 of debt discount resulting in unamortized debt discount of $ 13,278 and carrying value

of $ 910,608 at December 31, 2018.

During the year ended December 31, 2019, the Company fully amortized remaining $ 13,278 of

debt discount.

As of December 31, 2021, the carrying value of the notes was $ 924,282 .

During the year ended December 31, 2022, total principal

and accrued interest in the amount of $ 924,282 of principal and $ 450,216 of interest were partially exchanged into new convertible

note and partially converted into shares of common stock resulting in carrying value of $ 0 as of December 31, 2022.

year ended December 31, 2018, the Company entered into seventeen separate convertible notes agreements (the “2018 Convertible Notes)”

in the aggregate principal amount of $ 537,500 .

The 2018 Convertible Notes each have a 2 year term, bear interest at 9.5 %

if paid in cash, 15 % if paid in common stock, and are convertible into shares of common stock at a conversion price of $ 0.05 per

In connection with the 2018 Convertible Notes, the Company issued a total of 10,750,000 warrants with an exercise price

of $ 0.07 per share with a 5 year term.

The Company allocated $ 33,384 to a debt discount based on the computed fair

value of the convertible notes and warrants issued and classified the debt discount as a warrant liability due to the down round provision

in the warrants.

During the year ended December 31, 2018, the Company amortized $ 12,803 of debt discount resulting in an unamortized

debt discount of $ 20,581 and carrying value of $ 516,919 at December 31, 2018.

During the year ended December 31, 2019, the Company

amortized $ 16,692 of debt discount resulting in an unamortized debt discount of $ 3,889 and carrying value of $ 533,611 as

of December 31, 2019.

During the year ended December 31, 2020, the Company fully amortized $ 3,889 of debt discount resulting in carrying

value of $ 537,500 as of December 31, 2020.

During the year ended December 31, 2021, principal in the amount of $ 25,000 was converted

into 6,578,947 shares of common stock resulting in carrying value of $ 512,500 as of December 31, 2021.

During the year

ended December 31, 2022, total principal and accrued interest in the amount of $ 512,500 of principal and $ 219,603 of interest were

partially exchanged into new convertible note and partially converted into shares of common stock resulting in carrying

value of $ 0 as of December 31, 2022.

20, 2018, two officers converted $ 436,500 accrued compensation into two convertible note agreements in the principal amount of $ 436,500 in

The notes have a 2 year term, bear interest at 9.5 % if paid in cash, 15 % if paid in common stock, and are

convertible into shares of common stock at a conversion price of $ 0.05 per share.

As of December 31, 2021, the carrying value of

the notes was $ 436,500 .

During the year ended December 31, 2022, total principal and accrued interest in the amount of $436,500 of

principal and $160,161 of interest were partially exchanged into new convertible note and partially converted into shares of

common stock resulting in carrying value of $0 as of December 31, 2022.

year ended December 31, 2018, the Company entered into three convertible notes agreements in the aggregate principal amount

of $ 240,500 with a net proceed of $ 214,000 .

These notes had a 1 -year term, and bear interest at 8 %- 12 %.

The notes are convertible

into common stock at 60 % to 61 % multiplied by the lowest one to two trading price(s) during fifteen to twenty-five trading day

period prior to the Conversion Date.

The embedded conversion features were valued at $ 59,027 , which were recorded as debt discount.

addition, the Company also recorded $ 26,500 as original debt discount.

These notes were in default due to failure to comply with

the reporting requirements of the Exchange Act, as the result, the Company recorded additional $ 120,250 penalty in principal as of

December 31, 2018.

During the year ended December 31, 2018, the Company amortized $ 21,382 of debt discount resulting in unamortized

debt discount of $ 64,145 and carrying value of $ 296,605 at December 31, 2018.

During the year ended December 31, 2019, the Company

repaid $ 64,300 in principal and amortized $ 21,381 of debt discount, recorded $ 42,764 in accretion of debt discount, resulting

in unamortized debt discount of $ 0 and carrying value of $ 296,450 at December 31, 2019.

During the year ended December 31, 2020,

total principal and accrued interest in the amount of $ 37,712 were converted into 9,924,132 shares of common stock resulting

in carrying value of $ 281,250 as of December 31, 2020.

During the year ended December 31, 2021, the Company repaid $ 206,250 in

principal, $ 38,750 in accrued interest.

Accrued interest in the amount of $ 31,860 was converted into 7,737,705 shares

of common stock resulting in carrying value of $ 75,000 as of December 31, 2021.

Notes Payable and Promissory Note Payable – Related Party

In 2014 and 2016, the Company issued two promissory

notes in the total principal amount of $ 70,000 ;

a $ 40,000 Note issued December 19, 2014;

and a $ 30,000 Note issued on March 29, 2016.

Each note had a one-year maturity date;

was governed by California law;

bears interest at 10 % per annum;

and requires notice from

the holder in order for the respective Note to be in default.

The holder of each Note has failed to provide a notice of default under

Further, enforceability of each Note is uncertain as California law has a 6 -year statute of limitations (commences on the

maturity date) to initiate a collection action on a note.

At December 31, 2023 and December 31, 2022, neither of the Notes was in default,

and the balance outstanding was $ 70,000 .

During the year ended December 31, 2016, the Company

repaid $ 75,000 in principal resulting in carrying value of $ 0 as of December 31, 2022.

to Consolidated Financial Statements

the Years Ended December 31, 2022 and 2021

18, 2019, the Company issued a convertible promissory note for $85,250 with net proceeds of $75,000 to an investor with an 8.0%

rate of interest and a one (1) year maturity.

The Company has the option to pre-pay the note (principal and accrued interest) in cash

within the 1st 90 days from issuance at a 25% premium, and 40% premium 91-180 days from the issuance date.

Subsequent to 181 days, the

Company shall have no right of prepayment and the holder may convert at a 40% discount to the prevailing market price.

The note matured

on December 11, 2019.

The note is convertible into shares of common stock at the lesser of 1) lowest trading price of twenty-five days

prior to March 18, 2019 or 2) 60% of lowest trading price of twenty-five days prior to the Conversion Day.

The embedded conversion

features were valued at $ 0 due to default.

In addition, the Company also recorded $ 10,250 as original debt discount.

notes were in default due to failure to comply with the reporting requirements of the Exchange Act, as the result, the Company recorded

additional $ 42,625 penalty in principal as of December 31, 2019.

During the year ended December 31, 2019, the Company fully

amortized $ 23,384 of debt discount.

During the year ended December 31, 2020, accrued interest in the amount of $ 24,508 was

converted into 13,426,091 shares of common stock resulting in carrying value of $ 127,875 as of December 31, 2020.

the year ended December 31, 2021, total principal of $ 85,250 and accrued interest in the amount of $ 18,623 were converted into 34,811,689 shares

of common stock resulting in carrying value of $ 0 as of December 31, 2021.

14, 2019, the Company converted accounts payable of approximately $ 105,000 payables into a convertible note agreement in the principal

amount of $ 60,000 , remaining balance of the amount owed was released and recorded as a settlement of liability.

The note has a 2 year

term, bears interest at 9.5 % if paid in cash, 15 % if paid in common stock, and is convertible into shares of common stock at

a conversion price of $ 0.05 per share.

The outstanding principal balance was $ 60,000 as of December 31, 2021.

During the year

ended December 31, 2022, total principal and accrued interest in the amount of $ 60,000 of principal and $ 20,188 of interest were

converted into 26,690,624 shares of common stock resulting in carrying value of $ 0 as of December 31, 2022.

1, 2019, The Company converted an aggregate amount of principal and accrued interest of Perkins promissory note in the amount of $ 321,824 and

accounts payable of $ 10,000 into two convertible notes.

Both Notes have a 2 year term, bear interest at 9.5 %

if paid in cash, 15 % if paid in common stock, and are convertible into shares of common stock at a conversion price of $ 0.05 per

The outstanding principal balance was $ 331,824 as of December 31, 2021.

During the year ended December 31, 2022, total principal

and accrued interest in the amount of $ 331,824 of principal and $ 110,331 of interest were exchanged into new convertible

note resulting in carrying value of $ 0 as of December 31, 2022.

15, 2019, The Company converted an accrued payable of $ 108,572 , which was used to purchase vending machine, into a convertible note.

note has a 2 year term, bear interest at 9.5 % if paid in cash, 15 % if paid in common stock, and are convertible into

shares of common stock at a conversion price of $ 0.07 per share.

The outstanding principal balance was $ 108,572 as of December

During the year ended December 31, 2022, total principal and accrued interest in the amount of $ 108,572 of principal

and $ 35,670 of interest were converted into 36,259,135 shares of common stock resulting in carrying value of $ 0 as

of December 31, 2022.

2019, the Company issued a series of convertible notes under a $ 250,000 revolving Senior Secured credit facility to an investor,

for working capital purposes.

The notes carry an interest rate of 9.5 % and a two-year term.

The notes are convertible into common

stock at $ 0.07 per share and are redeemable after one-year at the company’s option.

The notes also contain a 4.99 % limitation

of ownership on conversion.

The investor had consented to higher draws on the facility in excess of the limit per the initial agreement.

On April 15, 2020, the Company issued a convertible note in the amount of $ 206,231 .

The note has a 2 year term, bears interest

of 9.5 % if paid in cash, 15 % if paid in common stock, and is convertible into shares of common stock at a conversion price of

$ 0.05 per share.

On December 24, 2020, the Company issued a convertible promissory note in the amount of $ 147,000 .

The note has a 2 year

term, bears interest of 9.5 % if paid in cash, 15 % if paid in common stock, and is convertible into shares of common stock at

a conversion price of $ 0.03 per share and is redeemable at the principal amount plus accrued unpaid interest after one year, at the

Company’s option.

As of December 31, 2021, $ 603,231 was drawn under these agreements.

During the year ended December 31, 2022,

total principal and accrued interest in the amount of $603,231 of principal and $143,166 of interest were exchanged into new convertible

note resulting in carrying value of $0 as of December 31, 2022.

year ended December 31, 2019, the Company entered into several convertible notes agreements in the amount of $ 68,000 .

The Notes have a 2 year

term, bear interest at 9.5 % if paid in cash, 15 % if paid in common stock, and are convertible into shares of common stock at

a conversion price of $ 0.07 per share.

The outstanding principal balance was of $68,000 as of December 31, 2021.

year ended December 31, 2022, total principal and accrued interest in the amount of $68,000 of principal and $21,470 of interest were

exchanged into new convertible note resulting in carrying value of $0 as of December 31, 2022.

During the year ended December

31, 2019, the Company entered into a convertible notes agreement in the amount of $ 50,000 .

The Note has a 6 month term, bears

interest at 9.5 % if paid in cash, 15 % if paid in common stock, and is convertible into shares of common stock at a conversion

price of $ 0.01 per share.

In connection with the Note, the Company issued 10,000,000 warrants with an exercise price of

$ 0.02 per share with a 5 year term.

The outstanding balance was of $ 50,000 as of December 31, 2021.

During the year

ended December 31, 2022, total principal and accrued interest in the amount of $ 50,000 of principal and $14,250 of interest were

converted into 15,639,868 shares of common stock resulting in carrying value of $ 0 as of December 31, 2022.

to Consolidated Financial Statements

the Years Ended December 31, 2022 and 2021

year ended December 31, 2020, the Company entered into several convertible notes agreements in the amount of $ 73,118 .

The notes have a 2 year

term, bear interest of 9.5 % if paid in cash, 15 % if paid in common stock, and are convertible into shares of common stock at

a conversion price of $ 0.05 per share.

The outstanding principal balance was $ 73,118 as of December 31, 2021.

During the year

ended December 31, 2022, total principal and accrued interest in the amount of $ 73,118 of principal and $ 14,522 of interest were

partially exchanged into new convertible note and partially converted into shares of common stock resulting in carrying

value of $ 0 as of December 31, 2022.

nine months ended September 30, 2021, the Company entered into several convertible notes agreements in the amount of $ 365,000 .

have a 2 year term, bear interest of 9.5 % if paid in cash, 15 % if paid in common stock, and are convertible into shares

of common stock at a conversion price of $ 0.05 per share.

The outstanding principal balance was $ 365,000 as of December 31,

During the year ended December 31, 2022, total principal and accrued interest in the amount of $365,000 of principal and $54,986 of

interest were exchanged into new convertible note resulting in carrying value of $0 as of December 31, 2022.

13, 2021, the Company issued a convertible note in the amount of $ 150,000 .

The note has a 3 year term, bears interest of 9.5 %

if paid in cash, 15 % if paid in common stock, and is convertible into shares of common stock at a conversion price of $ 0.05 per

The outstanding principal balance was $ 150,000 as of December 31, 2021.

During the year ended December 31, 2022, total principal

and accrued interest in the amount of $150,000 of principal and $17,377 of interest were exchanged into new convertible

note resulting in carrying value of $0 as of December 31, 2022.

21, 2021, the Company issued a convertible note in the amount of $100,000.

The note has a 2 year term, bears interest of 9.5%

if paid in cash, 15% if paid in common stock, and is convertible into shares of common stock at a conversion price of $0.03 per

issued two additional unsecured promissory notes and borrowed an aggregate amount of $ 80,000 .

$ 30,000 is represented by a note issued

on September 23, 2016.

This note had a one-year maturity date;

was governed by California law;

bears interest at 10 % per annum;

requires notice from the holder in order to be in default.

The holder of this Note has failed to provide a notice of default.

enforceability of this Note is uncertain as California law has a 6-year statute of limitations (commences on the maturity date) to initiate

a collection action on a note.

At December 31, 2023 and December 31, 2022, this Note was not in default, and the balance outstanding was

$ 50,000 is represented by a note issued on Nov 20, 2016.

During the year ended December 31, 2022, total principal and accrued

interest in the amount of $ 50,000 of principal and $ 27,972 of interest were converted into a $ 95,088 convertible

note dated September 23, 2022.

The replacement note was converted in shares of our common stock during the quarter ended December 31,

As of December 31, 2023 and December 31, 2022, the original $ 50,000 note was no longer issued and outstanding.

interest at December 31, 2023 and December 31, 2022 on these notes totaled $ 134,414 and $ 131,414 , respectively.

the year ended December 31, 2022, the Company entered into 5 promissory note agreements in the aggregate amount of $ 250,000 , of which

$ 175,000 with the related parties.

The notes have a 1-year term, bear interest of 7 % and 9 % if paid in cash.

the year ended December 31, 2023, due dates of 4 promissory notes were extended for 7 – 9 months, of which 3 notes with related

parties for $ 175,000 .

A total of 3,368 shares of common stock were issued to related party in connection with the agreement of the holder

to extend the maturity date of a $ 100,000 note.

The outstanding principal balance was $ 250,000 as of December 31, 2023.

During the year ended December 31, 2022, total principal

and accrued interest in the amount of $100,000 of principal and $9,738 of interest were exchanged into new convertible

note resulting in carrying value of $0 as of December 31, 2022.

1, 2021, the Company issued a convertible note for deferred compensation in the principal amount of $ 94,600 .

The note bears interest

at the rate of 9.5 % per annum and is due and payable in two years .

The note was convertible into shares of the Company’s

common stock at $ 0.05 per share and was redeemable at the principal amount plus accrued unpaid interest after one year , at the

Company’s option.

During the year ended December 31, 2021, the Company fully repaid $ 94,600 in principal and recorded

additional principal of $ 30,000 for deferred compensation under the same terms, resulting in carrying value of $ 30,000 at December

During the year ended December 31, 2022, the Company recorded additional principal of $ 16,667 and reclassified total principal

of $ 46,667 to accrued expenses, resulting in carrying value of $ 0 as of December 31, 2022.

14, 2021, the Company issued a convertible note in the amount of $ 20,000 .

interest at December 31, 2023 and December 31, 2022 on these notes totaled $ 19,880 and $ 7,513 , respectively.

During the year ended December 31, 2023, the Company

entered into a short-term promissory note agreement in the amount of $ 125,000 .

The note has a discount of $ 25,000 .

A total of 8,500,000

shares of common stock were issued as additional consideration for the issuance of the note evidencing the loan.

the year ended December 31, 2023, $ 7,008 in principal and $ 60,976 in interest were forgiven by noteholders.

Notes Payable and Convertible Notes Payable – Related Party

In February 2023, the Company entered into a convertible

promissory note agreement in the amount of $ 25,000 with a related party.

The note has a 1 -year term, bears interest of 9 %,

if paid in cash, 15 % if paid in common stock, and is convertible into shares of common stock at a conversion price of $ 0.03 per

The outstanding principal balance was $ 20,000 as of December 31, 2021.

During the year ended December 31, 2022, total principal

and accrued interest in the amount of $ 20,000 of principal and $ 1,837 of interest were exchanged into new convertible

note resulting in carrying value of $ 0 as of December 31, 2022.

2, 2021, the Company issued 2 convertible notes - $150,000, $100,000 - to fund an asset acquisition, continue funding operations

and reconciling a debt.

The notes bear interest at the rate of 9.5% per annum and are due and payable in two years.

The notes are convertible

into shares of the Company’s common stock at $0.03 per share and are redeemable at the principal amount plus accrued unpaid interest

after one year, at the Company’s option.

The notes also contain a 4.99% limitation on the investor’s beneficial ownership

of the Company’s outstanding common stock upon conversion.

and has a conversion price equal to the lesser of (1) the most recent issuance price;

or (2) closing price for the common stock on the

maturity date.

The outstanding principal balance was $ 25,000 as of December 31, 2023.

During the year ended December 31, 2022, total principal and accrued interest in the amount of $250,000 of principal and

$ 21,705 of interest were partially exchanged into new convertible note and partially converted into shares of

common stock resulting in carrying value of $ 0 as of December 31, 2022.

nine months ended September 30, 2022, the Company entered into several convertible note agreements in the aggregate amount of $ 590,000 .

The $ 50,000 note has a 2 year term, bears interest of 9.5 % if paid in cash, 15 % if paid in common stock, and is convertible

into shares of common stock at a conversion price of $ 0.03 per share.

Other notes have a 1 -year term, bear interest of 15 %,

and are convertible into shares of common stock at a conversion price of $ 0.01 per share.

On December, 14, 2022, total principal

and accrued interest in the amount of $ 590,000 of principal and $ 44,188 of interest were partially exchanged into new convertible

note and partially converted into shares of common stock resulting in carrying value of $ 0 as of December 31, 2022.

On September,

1, 2022, the Company converted 2 promissory notes into 2 convertible notes in the aggregate amount of $ 256,349 .

The notes have 4 month

term, bear interest of 7 % and 10 %, and are convertible into shares of common stock at a conversion price of $ 0.005 per share.

December, 14, 2022, total principal and accrued interest in the amount of $ 256,349 of principal and $ 1,675 of interest were

exchanged into new convertible note resulting in carrying value of $ 0 as of December 31, 2022.

14, 2022, the Company issued 6 convertible notes in the aggregate amount of $ 8,503,850 in exchange of outstanding principal and accrued

interest of existing promissory notes and convertible notes.

Then, on December, 14, 2022, these convertible notes were converted into

shares of common stock.

In total, the Company converted principal of $ 6,627,686 and $ 589,150 , and accrued interest of $ 2,359,341 and $ 372,803 ,

into 2,868,067,227 and 259,950,714 shares of common stock during the years ended December 31, 2022 and 2021, respectively.

to Consolidated Financial Statements

the Years Ended December 31, 2022 and 2021

maturities of debt remaining as of December 31, 2022 for each respective fiscal year end are as follows:

following table reconciles, for the year ended December 31, 2022 and 2021, the beginning and ending balances for financial instruments

related to the embedded conversion features that are recognized at fair value in the consolidated financial statements.

Accrued interest as of December 31, 2023, was

During the year ended December 31, 2023, the Company

entered into Note Purchase Agreements with seven investors not affiliated with the Company (the “Purchasers”) pursuant to

which the Purchasers purchased from the Company convertible notes (the “Convertible Notes”) with an aggregate principal amount

of $ 2,000,000 .

A total of 67,239 shares of common stock were issued according to the note agreements or as additional consideration for

the issuance of the notes.

The outstanding principal and accrued interest balances on December 31, 2023 were $ 2,000,000 and $ 95,396 ,

respectively.

The Convertible Notes provide for a maturity of

7.5 % interest per annum;

and no right to prepay during the first 6-months after the date of issuance (the “Issuance

The Convertible Notes are convertible into shares of common stock of the Company (the “Conversion Shares”) as

(a) The Convertible Notes automatically convert

into Conversion Shares upon the shares of the Company’s common stock being listed on a higher exchange due to the (i) pricing and

funding of a form S-1 registration statement;

or (ii) the closing of a transaction resulting in the uplist (either, a “Triggering

Transaction”).

The conversion price for the Conversion Shares in an automatic conversion shall be equal to:

(1) 75 % of the price under the Triggering Transaction if within 120-days of the Issuance Date;

(2) 70 % of the price under the Triggering Transaction if within 121 to 150-days of the Issuance Date;

(3) 65 % of the price under the Triggering Transaction if more than 150-days of the Issuance Date.

(b) The Purchasers have the right to convert into

Conversion Shares, in whole or in part, at any time after 180 days following the Issuance Date.

The conversion price for the Conversion

Shares in a voluntary conversion shall be equal to 65 % of the volume weighted average price for the Company’s common stock

during the 20-consecutive trading days preceding the conversion.

Scheduled maturities of debt remaining as of December

31, 2023, for each respective fiscal year end are as follows:

The following table reconciles, for the years

ended December 31, 2023, and 2022, the beginning and ending balances for financial instruments related to the embedded conversion features

that are recognized at fair value in the consolidated financial statements.

Balance of embedded derivative at the beginning of the period

Change in fair value of conversion features

( 2,871,910 )

Balance of embedded derivatives at the end of the period

5 - Capital Lease Obligations

Company acquired capital assets under capital lease obligations.

Pursuant to the agreement with the lessor, the Company makes quarterly

lease payments and will make a guaranteed residual payment at the end of the lease as summarized below.

At the end of the lease, the

Company will own the equipment.

the year ended December 31, 2018 the Company entered into various capital lease agreements.

The leases expire at various points through

the year ended December 31, 2023 .

following schedule provides minimum future rental payments required as of December 31, 2022, under the current portion of capital leases.

During the year ended December 31, 2018, the Company

entered into various capital lease agreements.

The leases expire at various points through the year ended December 31, 2023.

following schedule provides minimum future rental payments required as of December 31, 2023.

Total minimum lease payments

2 unchanged sentences

6 - Capital Stock

October 20, 2022 the Company, following receipt of written approval from stockholders acting without a meeting and holding at least the

minimum number of votes that would be necessary to authorize or take such action at a meeting, filed an amendment to its Certificate

of Incorporation to (i) change the name of the Company to “AMERICAN BATTERY MATERIALS, INC.” (the “Name Change”);

and, (ii) increase the total number of authorized shares of the Company’s common stock, par value $ 0.001 per share, from 600,000,000

to 4,500,000,000 (the “Authorized Share Increase”).

The Name Change will be effective upon confirmation by FINRA, at which

time a new trading symbol will also be issued.

The Company filed a certificate of amendment to

its certificate of incorporation, which effectuated as of December 8, 2023, a reverse split of the Company’s common stock by a ratio

of one-for-300 (the “Reverse Split”).

All per share amounts and number of shares in the consolidated financial statements

and related notes have been retroactively restated to reflect the Reverse Split.

On October 20, 2022 the Company, following receipt

of written approval from stockholders acting without a meeting and holding at least the minimum number of votes that would be necessary

to authorize or take such action at a meeting, filed an amendment to its Certificate of Incorporation to (i) change the name of the Company

to “AMERICAN BATTERY MATERIALS, INC.” (the “Name Change”);

and (ii) increase the total number of authorized shares

of the Company’s common stock, par value $ 0.001 per share, from 600,000,000 to 4,500,000,000 (the “Authorized

Share Increase”).

The Authorized Share Increase was effective as of October 20, 2022.

The Name Change was processed by FINRA and

was effective as of May 1, 2023, at which time the Company’s trading symbol was changed to BLTH.

October 20, 2022, in addition to the Name Change and the Authorized Share Increase, the holder of 63.86 % of the issued and outstanding

2 unchanged sentences

Future amendment of the Company’s Certificate of Incorporation to implement a decrease in the authorized shares of the Company’s Common Stock from 4,500,000,000 to a number of not less than 10,000,000 and not more than 2,000,000,000 (the “Authorized Share Reduction”), at any time prior to October 20, 2023 (the “Anniversary Date”), with the Board having the discretion to determine whether or not the Authorized Share Reduction is to be effected, and if effected, the exact number of the Authorized Share Reduction within the above range.

amendment of the Company’s Certificate of Incorporation to implement a reverse stock split of the Company’s Common Stock

by a ratio of not less than 1-for-10 and not more than 1-for-1,000, (the “Reverse Split”), at any time prior to the Anniversary

Date, with the Board having the discretion to determine whether or not the Reverse Split is to be effected, and if effected, the

exact ratio for the Reverse Split within the above range.

to Consolidated Financial Statements

the Years Ended December 31, 2022 and 2021

Company has authorization for “blank check” preferred stock, which could be issued with voting, liquidation, dividend and

other rights superior to common stock.

As of December 31, 2022 and 2021, there are 10,000,000 shares of preferred stock authorized, and

50,000 and 0 shares issued or outstanding, respectively.

August 12, 2022, the Company effected with the Delaware Secretary of State a designation of 50,000 shares of Series A Super Voting Preferred

Convertible Stock, having a par value of $ 0.001 per share and a purchase price of $ 1.00 per share (the “ Series A Preferred ”).

Future amendment of the Company’s Certificate of Incorporation to implement a reverse stock split of the Company’s Common Stock by a ratio of not less than 1-for-10 and not more than 1-for-1,000 , (the “Reverse Split”), at any time prior to the Anniversary Date, with the Board having the discretion to determine whether or not the Reverse Split is to be effected, and if effected, the exact ratio for the Reverse Split within the above range.

The Company has authorization for “blank

check” preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to common stock.

December 31, 2023, and December 31, 2022, there were 10,000,000 shares of preferred stock authorized, and 0 and 50,000 shares

issued and outstanding, respectively.

August 12, 2022, the Company effected with the Delaware Secretary of State a designation of 50,000 shares of Series A Super

Voting Preferred Convertible Stock, having a par value of $ 0.001 per share and a purchase price of $ 1.00 per share (the “Series

A Preferred”).

Series A Preferred may vote on any action upon which holders of the Common Stock may vote, and they shall vote together as one class

with voting rights equal to sixty percent ( 60 %) of all of the issued and outstanding shares of Common Stock of the Company.

Series A Preferred shall automatically convert into shares of Common Stock upon the earlier of either a) the effectiveness of a

Registration Statement under the Securities Act of 1933, or b) Twelve (12) months from the issuance of the Series A Preferred Stock

at a ratio equal to the purchase prices per share of the Series A Preferred divided by $ 0.005 .

the year ended December 31, 2022, the Company issued 50,000 shares of Series A Preferred Stock pursuant to a Stock Purchase Agreement

by and between the Company and Adam Lipson, a member of the Board of the Company, for the purchase price of $ 50,000 .

Company has authorized 4,500,000,000 shares of common stock, with 3,245,556,528 and 335,778,778 shares issued and outstanding at December

31, 2022 and 2021, respectively.

the year ended December 31, 2022, the Company issued 2,909,777,750 shares of its common stock, including:

● 2,868,067,227 shares upon the conversion of $ 8,987,027 of convertible notes and accrued interest;

A Preferred shall automatically convert into shares of Common Stock upon the earlier of either a) the effectiveness of a registration

statement under the Securities Act of 1933, or b) Twelve (12) months from the issuance of the Series A Preferred Stock at a ratio equal

to the purchase prices per share of the Series A Preferred divided by $ 0.005 .

the year ended December 31, 2023, the Company converted 50,000 shares of its Series A Preferred stock into 33,333 shares of its common

Company has authorized 4,500,000,000 shares of common stock, with 11,373,793 and 10,818,522 shares issued

and outstanding at December 31, 2023 and December 31, 2022, respectively.

the year ended December 31, 2023, the Company issued 555,271 shares of its common stock, including 170,509 shares of common

stock for services valued at $ 203,002 ;

196,491 shares of common stock upon warrant exercises for an aggregate exercise price

of $ 224,000 ;

55,998 shares of common stock upon cashless warrant exercise;

33,333 shares of common stock upon conversion of 50,000

shares of its Series A Preferred stock, 55,451 shares of common stock for note modification, and 43,489 shares of common stock in relation

to issuance of promissory and convertible notes.

the year ended December 31, 2022, the Company issued 9,699,259 shares of its common stock, including 9,560,224 shares upon the conversion

of $ 8,987,027 of convertible notes and accrued interest;

114,035 shares upon warrant exercises for an aggregate exercise price of $ 130,000 ;

● 7,500,000 shares for services valued at $ 51,000 issued pursuant to

an Investors Relations Consulting Agreement with a third party dated December 12, 2022.

the year ended December 31, 2021, the Company issued 259,950,714 shares of its common stock upon the conversion of $ 961,953 of convertible

notes and accrued interest.

and 25,000 shares for services valued at $ 51,000 issued pursuant to an Investors Relations Consulting Agreement with a third party dated

December 12, 2022.

7 - Stock Options and Warrants

December 31, 2022 the Company had the following warrant securities outstanding:

As of December 31, 2023, the Company had the following

warrant securities outstanding:

Exercise Price

2018 Warrants – financing

January - November 2023

2018 Warrants for services

October - December 2023

September 2024

2019 Warrants –financing

6 unchanged sentences

September 2025

the year ended December 31, 2020, the Company issued warrants exercisable into 3,000,000 shares of common stock to its officer.

value of warrants was estimated using the Black-Scholes-Merton option-pricing model with the following assumptions:

expected volatility

of 339 %, risk-free interest rate 1.35 %, expected dividend yield of 0 %.

During the year ended December 31, 2022 and 2021, the Company

recorded $ 525 and $ 4,722 , respectively, in warrant expense related to vesting of these warrants.

to Consolidated Financial Statements

the Years Ended December 31, 2022 and 2021

During the year ended December 31, 2022, the Company

issued warrants exercisable into 71,169,473 shares of common stock.

The warrants immediately vest, have an exercise price of $ 0.0038 per

share, and a maturity date of three years .

The fair value of warrants was estimated using the Black-Scholes-Merton option-pricing model

with the following assumptions:

expected volatility of 189 %;

risk-free interest rate 3.96 %;

expected dividend yield of 0 %.

year ended December 31, 2022 and 2021, the Company recorded $ 10,555 and $ 0 , respectively, in warrant expense related to vesting of these

summary of all warrants activity for the year ended December 31, 2022 and 2021 is as follows:

Balance outstanding at December 31, 2020

( 3,628,226 )

Balance outstanding at December 31, 2021

Exercisable at December 31, 2021

A summary of all warrant activity for the year

ended December 31, 2023, is as follows:

Balance outstanding at December 31, 2022

( 1,857,143 )

( 22,002,211 )

Balance outstanding at December 31, 2023

1 unchanged sentence

The intrinsic value of the outstanding warrants

at December 31, 2022 was $0, as the exercise prices exceeded the common stock's fair market value per share on that date.

Incentive Plan

July 22, 2011, the Board of Directors of the Company approved the Company’s 2011 Equity Incentive Plan (the “Plan”)

and on July 26, 2011, stockholders holding a majority of shares of the Company approved, by written consent, the Plan and the issuance

under the Plan of 5,000,000 shares.

On November 16, 2017, the Board of Directors approved an increase of 10,000,000 shares to be made

available for issuance under the Plan.

Accordingly, the total number of shares of common stock available for issuance under the Plan

is 15,000,000 shares.

Awards may be granted to employees, officers, directors, consultants, agents, advisors and independent contractors

of the Company and its related companies.

Such options may be designated at the time of grant as either incentive stock options or nonqualified

stock options.

Stock-based compensation includes expense charges related to all stock-based awards.

Such awards include options, warrants

and stock grants.

Generally, the Company issues stock options that vest over three years and expire in 5 to 10 years.

to Consolidated Financial Statements

the Years Ended December 31, 2022 and 2021

summary of all stock option activity for the year ended December 31, 2022 and 2021 is as follows:

Balance outstanding at December 31, 2020

Cancelled or expired

Balance outstanding at December 31, 2021

Exercisable at December 31, 2021

Weighted Average

Balance outstanding at December 31, 2021

Cancelled or expired

Balance outstanding at December 31, 2022

Exercisable at December 31, 2022

as of December 31, 2023, was $ 0 , as the exercise prices exceeded the common stock’s fair market value per share on that date.

Equity Incentive Plan

On July 22, 2011, the Board of Directors of the

Company approved the Company’s 2011 Equity Incentive Plan (the “Plan”) and on July 26, 2011, stockholders holding a

majority of shares of the Company approved, by written consent, the Plan and the issuance under the Plan of 16,667 shares.

November 16, 2017, the Board of Directors approved an increase of 33,333 shares to be made available for issuance under the

Accordingly, the total number of shares of common stock available for issuance under the Plan is 50,000 shares.

may be granted to employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its related

Such options may be designated at the time of grant as either incentive stock options or nonqualified stock options.

compensation includes expense charges related to all stock-based awards.

Such awards include options, warrants and stock grants.

the Company issues stock options that vest over three years and expire in 5 to 10 years.

There are currently no awards

issued and outstanding under the Plan.

8 - Income Taxes

from operations before provision (benefit) for income taxes and associated tax provision (benefit) are summarized in the following table:

Loss from operations before provision (benefit) for income taxes and

associated tax provision (benefit) are summarized in the following table:

Years ended December 31,

Net Income (Loss)

$ ( 2,384,802 )

$ ( 1,430,872 )

$ ( 2,384,802 )

$ ( 1,430,872 )

Total Current

$ ( 590,371 )

$ ( 270,482 )

Total Deferred

1 unchanged sentence

Total Income Tax Provision

to Consolidated Financial Statements

the Years Ended December 31, 2022 and 2021

significant components of the deferred tax assets and liabilities are summarized below:

10 unchanged sentences

Net Deferred Tax Assets (Liabilities)

December 31, 2022 and 2021, the Company has available net operating loss carry-forwards for federal and state income tax purposes of

approximately $ 12.8 million and $ 11.4 million, respectively.

Of the federal net operating loss carryforward, $ 9.5 million, if not utilized

earlier, expires through 2038 and $ 3.3 million will carry-forward indefinitely.

The state net operating loss carryforwards expire through

2041, if not utilized earlier.

Due to the uncertainty as to the Company’s ability to generate sufficient taxable income in the

future and utilize the net operating loss carry-forwards before they expire, the Company has recorded a valuation allowance to fully

offset the net operating loss carry-forwards, as well as the total net deferred tax assets.

At December 31, 2023 and 2022, the Company has available net operating

loss carry-forwards for federal and state income tax purposes of approximately $ 15.2 million and $ 12.8 million, respectively.

Of the federal

net operating loss carryforward, $ 9.5 million, if not utilized earlier, expires through 2039 and $ 3.3 million will carry-forward indefinitely.

The state net operating loss carryforwards expire through 2042, if not utilized earlier.

Due to the uncertainty as to the Company’s

ability to generate sufficient taxable income in the future and utilize the net operating loss carry-forwards before they expire, the

Company has recorded a valuation allowance to fully offset the net operating loss carry-forwards, as well as the total net deferred tax

Revenue Code Section 382 (“Section 382”) imposes limitations on the availability of a company’s net operating losses

7 unchanged sentences

assets, including net operating losses and any other corporate tax attributes.

the years ended December 31, 2022 and 2021, the Company had no unrecognized uncertain tax positions.

The Company’s policy is to

recognize interest accrued and penalties related to unrecognized uncertain tax positions in tax expense.

During the years ended December 31, 2023, and

2022, the Company had no unrecognized uncertain tax positions.

The Company’s policy is to recognize interest accrued and penalties

related to unrecognized uncertain tax positions in tax expense.

Company files income tax returns in the U.S.

12 unchanged sentences

Effective tax rate benefit (provision)

to Consolidated Financial Statements

the Years Ended December 31, 2022 and 2021

9 - Subsequent Events

Company has evaluated events occurring subsequent to December 31, 2022 through the date these financial statements were issued and determined

the following significant events require disclosure:

● On January 5, 2023, the Company issued 3,684,211 shares of its Common Stock upon the exercise of a Warrant.

● On January 31, 2023, the Company issued 18,421,053 shares of its Common Stock upon the exercise of a Warrant.

The issuance was exempt under Section 4(a)(2) of the Securities Act.

● On February 28, 2023, the Company issued 5,526,316 shares of its Common Stock upon the exercise of a Warrant.

● On March 27, 2023, the Company issued 9,210,526 shares of its Common Stock upon the exercise of a Warrant.

On April 5, 2023, the Company closed transactions with four (4) investors under which the Company issued convertible promissory notes with an aggregate principal amount of $1,500,000.

● On April 8, 2023, the Company issued 18,421,053 shares of its Common Stock upon the exercise of a Warrant.

The Company has evaluated events occurring subsequent

to December 31, 2023, through the date these financial statements were issued and determined the following significant events require

January 1, 2024, the Company executed an exchange agreement to substitute a promissory note originally valued at $ 125,000 with a new

promissory note valued at $ 175,000 .

The additional principal of $ 50,000 was provided as non-cash consideration for extending the maturity

date of the original note.

● On January 16, 2024, a new convertible promissory note was issued with a principal amount of $ 30,000 .

● On January 31, 2024, the company issued 833 shares of its common stock as payment for services rendered.

On February 23, 2024, the company issued 833 shares of its common stock as payment for services rendered.

● On February 29, 2024, a new convertible promissory note was issued with a principal amount of $ 25,000 .

● On February 29, 2024, the Company executed an exchange agreement to substitute a promissory note originally valued at $ 175,000 with a new promissory note valued at $ 225,000 .

The additional principal of $ 50,000 was provided as non-cash consideration for extending the maturity date of the original note.

On March 21, 2024, a new convertible promissory note was issued for a value of $254,713.44, including $50,000 in additional capital, cancellation of a $50,000 promissory note dated July 27, 2022, cancellation of a $25,000 promissory note dated November 8, 2022, cancellation of accrued salary amounting to $96,653.84 as of February 29, 2024, and cancellation of $30,350 due in un-reimbursed advances.

On March 22, 2024, a new convertible promissory note was issued for a value of $138,073.94, involving the cancellation of a $25,000 promissory note dated February 28, 2022, and a $100,000 promissory note dated September 12, 2022.

● On March 22, 2024, a new convertible promissory note was issued for a value of $ 55,321.92 , including the cancellation of a $ 50,000 promissory note dated September 14, 2022, which had a balance of $ 55,321.92 .

● On March 22, 2024, a new convertible promissory note was issued for a value of $ 102,996.71 , involving the cancellation of three promissory notes:

a $ 40,000 note dated December 19, 2014, a $ 30,000 note dated March 29, 2016, and a $ 30,000 note dated September 23, 2016, with a combined current balance of $ 102,996.71 .

● On March 22, 2024, a new convertible promissory note was issued for a value of $ 25,404.88 , involving the cancellation of accrued expenses amounting to $ 25,404.88 .

Changes In and Disagreements With Accountants On Accounting and Financial Disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data