What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2022-11-04 compared with 2022-08-10 · 141 added, 195 removed, 189 unchanged (64% of the section changed)

26 unchanged sentences

DarkPulse, Inc., a Delaware corporation (the “ Company ”

or “ DarkPulse ”), is a technology company focused on the manufacture, sale, installation, and monitoring of laser sensing

systems based on its patented BOTDA dark-pulse sensor technology.

The Company develops, markets, and distributes a full suite of engineering,

monitoring, installation and security management solutions for critical infrastructure/key resources to both industries and governments.

Coupled with our patented BOTDA dark-pulse technology (the “ DarkPulse Technology ”), DarkPulse provides its customers

a comprehensive data stream of critical metrics for assessing the health and security of their infrastructure.

Our systems provide rapid,

precise analysis and responsive activities predetermined by the end-user customer.

The Company’s activities since inception have

consisted of developing various solutions, obtaining patents and trademarks related to its technology, raising capital, acquisition of

companies deemed to expand global operations and/or capabilities, creating key partnerships to expand our suite of products and services.

or “ DarkPulse ”), is a technology and research and development company focused on the manufacture, sale, installation,

and monitoring of laser sensing systems based on its patented BOTDA dark-pulse sensor technology.

The Company develops, markets, and distributes

a full suite of engineering, monitoring, installation and security management solutions for critical infrastructure/key resources to both

industries and governments.

Coupled with our patented BOTDA dark-pulse technology (the “ DarkPulse Technology ”), DarkPulse

provides its customers a comprehensive data stream of critical metrics for assessing the health and security of their infrastructure.

Our systems provide rapid, precise analysis and responsive activities predetermined by the end-user customer.

The Company’s activities

since inception have consisted of developing various solutions, obtaining patents and trademarks related to its technology, raising capital,

acquisition of companies deemed to expand global operations and/or capabilities, creating key partnerships to expand our suite of products

and services.

Our activities have evolved to a sales-focused mission since the successful completion of our BOTDA system in December 2020.

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Statement is filed with the SEC, but in no event more than 90 days after the GHS Registration Statement is filed.

Pursuant to the Equity Financing Agreement, on

January 12, 2022, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 23,372,430 shares of

Common Stock for total proceeds to us, net of discounts, of $1,150,000, at an effective price of $0.054124 per share (the “ Second

EFA Closing ”).

We received approximately $1,033,975 in net proceeds from the Second EFA Closing after deducting the fees and

other estimated offering expenses payable by us.

We used the net proceeds from the Second EFA Closing for working capital and for general

corporate purposes.

Pursuant to the Equity Financing Agreement, on

January 21, 2022, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 33,454,988 shares of

Common Stock for total proceeds to us, net of discounts, of $1,150,000, at an effective price of $0.037812 per share (the “ Third

EFA Closing ”).

We received approximately $1,033,975 in net proceeds from the Third EFA Closing after deducting the fees and

other estimated offering expenses payable by us.

We used the net proceeds from the Third EFA Closing for working capital and for general

corporate purposes.

Pursuant to the Equity Financing Agreement, on

February 7, 2022, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 16,040,411 shares of

Common Stock for total proceeds to us, net of discounts, of $500,000, at an effective price of $0.0342884 per share (the “ Fourth

EFA Closing ”).

We received approximately $448,975 in net proceeds from the Fourth EFA Closing after deducting the fees and other

estimated offering expenses payable by us.

We used the net proceeds from the Fourth EFA Closing for working capital and for general corporate

Below is a table of all puts made by the Company

under the Equity Financing Agreement during 2022:

Number of Shares Sold

Total Proceeds, Net of Discounts

Effective Price per Share

On February 21, 2022, we sold 75,798,921 shares

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our Common Stock at $0.071208 per share for total consideration of $400,000.

Pursuant to the Equity Financing Agreement, on

March 23, 2022, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 29,257,395 shares of Common

Stock for total proceeds to us, net of discounts, of $1,500,000, at an effective price of $0.056396 per share (the “ Fifth EFA

We received approximately $1,348,975 in net proceeds from the Fifth EFA Closing after deducting the fees and other

estimated offering expenses payable by us.

We used the net proceeds from the Fifth EFA Closing for working capital and for general corporate

Pursuant to the Equity Financing Agreement, on

April 11, 2022, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 23,746,816 shares of Common

Stock for total proceeds to us, net of discounts, of $1,000,000, at an effective price of $0.04211091 per share (the “ Sixth EFA

We received approximately $898,975 in net proceeds from the Sixth EFA Closing after deducting the fees and other

estimated offering expenses payable by us.

We used the net proceeds from the Sixth EFA Closing for working capital and for general corporate

Pursuant to the Equity Financing Agreement, on

May 3, 2022, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 29,522,276 shares of Common

Stock for total proceeds to us, net of discounts, of $1,000,000, at an effective price of $0.03387273 per share (the “ Seventh

EFA Closing ”).

We received approximately $898,975 in net proceeds from the Seventh EFA Closing after deducting the fees and

other estimated offering expenses payable by us.

We used the net proceeds from the Seventh EFA Closing for working capital and for general

corporate purposes.

Pursuant to the Equity Financing Agreement, on

May 13, 2022, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 26,100,979 shares of Common

Stock for total proceeds to us, net of discounts, of $556,750, at an effective price of $0.0213306 per share (the “ Eighth EFA

We received approximately $500,050 in net proceeds from the Eighth EFA Closing after deducting the fees and other

estimated offering expenses payable by us.

We used the net proceeds from the Eighth EFA Closing for working capital and for general corporate

Pursuant to the Equity Financing Agreement, on

May 23, 2022, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 25,025,540 shares of Common

Stock for total proceeds to us, net of discounts, of $556,750, at an effective price of $0.0222473 per share (the “ Ninth EFA

We received approximately $500,050 in net proceeds from the Ninth EFA Closing after deducting the fees and other

estimated offering expenses payable by us.

We used the net proceeds from the Ninth EFA Closing for working capital and for general corporate

Pursuant to the Equity Financing Agreement, on

June 1, 2022, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 25,901,921 shares of Common

Stock for total proceeds to us, net of discounts, of $556,750, at an effective price of $0.02149454 per share (the “ Tenth EFA

We received approximately $500,050 in net proceeds from the Tenth EFA Closing after deducting the fees and other

estimated offering expenses payable by us.

We used the net proceeds from the Tenth EFA Closing for working capital and for general corporate

Pursuant to the Equity Financing Agreement, on

June 16, 2022, we and GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 23,799,766 shares of Common

Stock for total proceeds to us, net of discounts, of $402,086, at an effective price of $0.018584 per share (the “ Eleventh EFA

We received approximately $360,852 in net proceeds from the Eleventh EFA Closing after deducting the fees and other

estimated offering expenses payable by us.

We used the net proceeds from the Eleventh EFA Closing for working capital and for general

corporate purposes.

On May 27, we entered an Equity Financing Agreement

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SEC, but in no event more than 90 days after the GHS Registration Statement is filed.

Pursuant to the EFA, on June 24, 2022, we and

GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 38,391,106 shares of Common Stock for total proceeds

to us, net of discounts, of $643,539, at an effective price of $0.01978 per share (the “ 1 st EFA Closing ”).

We received approximately $578,160 in net proceeds from the 1 st EFA Closing after deducting the fees and other estimated offering

expenses payable by us.

We used the net proceeds from the 1 st EFA Closing for working capital and for general corporate purposes.

Pursuant to the EFA, on July 1, 2022, we and GHS

agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 33,525,465 shares of Common Stock for total proceeds

to us, net of discounts, of $556,750, at an effective price of $0.019596 per share (the “ 2 nd EFA Closing ”).

We received approximately $500,050 in net proceeds from the 2 nd EFA Closing after deducting the fees and other estimated offering

expenses payable by us.

We used the net proceeds from the 2 nd EFA Closing for working capital and for general corporate purposes.

Pursuant to the EFA, on July 11, 2022, we and

GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 32,756,532 shares of Common Stock for total proceeds

to us, net of discounts, of $556,750, at an effective price of $0.01699661 per share (the “ 3 rd EFA Closing ”).

We received approximately $550,050 in net proceeds from the 3 rd EFA Closing after deducting the fees and other estimated offering

expenses payable by us.

We used the net proceeds from the 3 rd EFA Closing for working capital and for general corporate purposes.

Pursuant to the EFA, on July 20, 2022, we and

GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 29,386,519 shares of Common Stock for total proceeds

to us, net of discounts, of $556,750, at an effective price of $0.01894558 per share (the “ 4 th EFA Closing ”).

We received approximately $550,050 in net proceeds from the 4 th EFA Closing after deducting the fees and other estimated offering

expenses payable by us.

We used the net proceeds from the 4 th EFA Closing for working capital and for general corporate purposes.

Pursuant to the EFA, on July 28, 2022, we and

GHS agreed that the Company would issue and sell to GHS, and GHS would purchase from us, 35,884,040 shares of Common Stock for total proceeds

to us, net of discounts, of $556,750, at an effective price of $0.018308 per share (the “ 5 th EFA Closing ”).

We received approximately $500,050 in net proceeds from the 5 th EFA Closing after deducting the fees and other estimated offering

expenses payable by us.

We used the net proceeds from the 5 th EFA Closing for working capital and for general corporate purposes.

Below is a table of all puts made by the Company

under the EFA during 2022:

Number of Shares Sold

Total Proceeds, Net of Discounts

Effective Price per Share

Going Concern Uncertainty

As shown in the accompanying financial statements,

during the six months ended June 30, 2022, the Company reported a net loss of $9,569,843.

As of June 30, 2022, the Company’s current

liabilities exceeded its current assets by $8,585,281.

As of June 30, 2022, the Company had $2,512,668 of cash.

during the nine months ended September 30, 2022, the Company reported a net loss of $18,375,506.

As of September 30, 2022, the Company’s

current liabilities exceeded its current assets by $6,314,789.

As of September 30, 2022, the Company had $5,967,984 of cash.

We will require additional funding to finance

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however, management cannot make any assurances that such financing will be secured.

Foreign Currency Risk

In general, the Company is a net receiver of currencies

other than the U.S.

Accordingly, changes in exchange rates, and in particular a strengthening of the U.S.

dollar, will negatively

affect the Company’s net sales and gross margins as expressed in U.S.

There is a risk that the Company will have to adjust

local currency product pricing due to competitive pressures when there has been significant volatility in foreign currency exchange rates.

Results of Operations

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cross-selling existing customer with products from other subsidiaries;

· provide a wide array of diverse services, including enhanced or additional services that may become available

in the future due to, among other things, advances in technology or improvements in our infrastructure;

provide a wide array of diverse services, including enhanced or additional services that may become available in the future due to, among other things, advances in technology or improvements in our infrastructure;

provide our premium services to a higher percentage of our customers;

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that will be recognized during future reporting periods.

For the three months ended June 30, 2022, total

revenues were $4,435,043 compared to $0 for the same period in 2021, an increase of $4,435,043.

This increase primarily consisted of revenues

of $4,061,981 from Optilan, $170,363 from Wildlife Specialists and $176,308 from TJM Electronics as well as $26,391 from the remaining

subsidiaries.

For the six months ended June 30, 2022, total revenues were $6,453,376

compared to $0 for the same period in 2021, an increase of $6,453,376.

This increase primarily consisted of revenues of $5,918,942 from

Optilan, $204,457 from Wildlife Specialists and $295,234 from TJM Electronics as well as $34,743 from the remaining subsidiaries.

Cost of Goods Sold and Gross Loss

For the three months ended June 30, 2022, cost

of goods sold were $3,965,910 compared to $0 for the same period in 2021, an increase of $3,965,910.

For the six months ended June 30, 2022, cost of

goods sold were $6,314,477 compared to $0 for the same period in 2021, an increase of $6,314,477.

Gross profit for the three months ended June 30,

2022 was $469,133 with a gross profit margin of 10.58% compared to $0 for the same period in 2021 with no gross profit margin.

Gross loss for the six months ended June 30, 2022

was $138,899 with a gross profit margin of 2.15% compared to $0 for the same period in 2021 with no gross profit margin.

For the three months ended September 30, 2022,

total revenues were $1,431,104 compared to $3,500,970 for the same period in 2021, a decrease of $2,069,866.

This decrease primarily consisted

of revenues of $841,876 from Optilan, $385,529 from Wildlife Specialists and $139,225 from TJM Electronics as well as $64,474 from the

remaining subsidiaries.

For the nine months ended September 30, 2022,

total revenues were $7,884,480 compared to $3,500,970 for the same period in 2021, an increase of $4,383,510.

This increase primarily

consisted of revenues of $6,760,818 from Optilan, $589,986 from Wildlife Specialists and $434,459 from TJM Electronics as well as $99,217

from the remaining subsidiaries.

Cost of Goods Sold and Gross Margin

For the three months ended September 30, 2022,

cost of goods sold were $5,804,875 compared to $2,767,239 for the same period in 2021, an increase of $3,037,636.

This increase primarily

consisted of $2,500,000 of additional cost of goods sold related to a contract with National Grid (which was entered into prior to the

Company’s acquisition of Optilan and valued at £25,411,720) that the Company’s subsidiary, Optilan, is in the final

stages of completing after more than five years.

The project took significantly longer to complete than originally quoted and unfortunately

there was very little foresight to the magnitude of the loss.

The Company believes that this is not a recurring issue with Optilan and/or

its business model, but more specifically related to the factors surrounding this project which included but not limited to initial issues

with the quote and the associated agreement, delays due to Covid-19 and current inflation rates.

The Company has taken internal procedures

during its bid process to assure that such practuces will not occur in the future.

For the nine months ended September 30, 2022,

cost of goods sold were $12,119,352 compared to $2,767,239 for the same period in 2021, an increase of $9,352,113.

This increase primarily

consisted of $2,500,000 of additional cost of goods sold related to a contract with National Grid (which was entered into prior to the

Company’s acquisition of Optilan and valued at £25,411,720) that the Company’s subsidiary, Optilan, is in the final

stages of completing after more than five years.

The project took significantly longer to complete than originally quoted and unfortunately

there was very little foresight to the magnitude of the loss.

The Company believes that this is not a recurring issue with Optilan and/or

its business model, but more specifically related to the factors surrounding this project which included but not limited to initial issues

with the quote and the associated agreement, delays due to Covid-19 and current inflation rates.

The Company has taken internal procedures

during its bid process to assure that such practuces will not occur in the future.

Gross margin for the three months ended September

30, 2022 was $(4,373,771) with a gross margin of (305.6)% compared to $733,731 for the same period in 2021 with a 21.0% gross margin.

Gross margin for the nine months ended September

30, 2022 was $(4,234,872) with a gross loss margin of (677.2)% compared to $733,731 for the same period in 2021 with a gross margin of

Operating Expenses

Selling, general and administrative expenses for

three months ended June 30, 2022 increased by $1,007,239, or 1,058%, to $1,102,404 from $95,165 for the three months ended June 30, 2021.

three months ended September 30, 2022 increased by $1,091,777, or 268,.3%, to $1,498,717 from $406,940 for the three months ended September

The increase primarily consisted of an increase to the operations from our various acquisitions.

Selling, general and administrative expenses for

six months ended June 30, 2022 increased by $1,955,760, or 1,566%, to $2,080,613 from $124,853 for the six months ended June 30, 2021.

nine months ended September 30, 2022 increased by $3,047,533, or 573.1%, to $3,579,326 from $531,793 for the nine months ended September

The increase primarily consisted of an increase to the operations from our various acquisitions.

Payroll related expenses for three months ended

June 30, 2022, increased to $1,376,176 from $0 for the three months ended June 30, 2021.

The increase primarily consisted of an increase

to the numbers of employees inherited from our various acquisitions.

Payroll related expenses for six months ended

June 30, 2022, increased to $3,348,244 from $0 for the six months ended June 30, 2021.

The increase primarily consisted of an increase

to the numbers of employees inherited from our various acquisitions.

Professional fees for the three months ended June

30, 2022, increased by $1,333,980 to $1,480,599 from $146,619 for the three months ended June 30, 2021.

This increase primarily consisted

of increased legal expenditures associated with the increase in litigation.

Professional fees for the six months ended June

30, 2022, increased by $2,797,730 to $3,018,702 from $220,972 for the six months ended June 30, 2021.

This increase primarily consisted

of increased legal expenditures associated with the increase in litigation.

September 30, 2022, increased to $1,760,531 from $1,007,453 for the three months ended September 30, 2021.

The increase primarily consisted

of an increase to the numbers of employees inherited from our various acquisitions.

Payroll related expenses for nine months ended

September 30, 2022, increased to $5,108,775 from $1,007,453 for the nine months ended September 30, 2021.

The increase primarily consisted

of an increase to the numbers of employees inherited from our various acquisitions.

Professional fees for the three months ended September

30, 2022, decreased by $209,636 to $1,471,264 from $1,680,600 for the three months ended September 30, 2021.

This decrease primarily consisted

of decreased legal expenditures associated with the current decrease in litigation activity.

Professional fees for the nine months ended September

30, 2022, increased by $2,588,394 to $4,489,966 from $1,901,572 for the nine months ended September 30, 2021.

This increase primarily

consisted of increased legal expenditures associated with the increase in litigation.

Depreciation and amortization for three months

ended June 30, 2022, decreased by $5,352 to $7,405 from $12,757 for the three months ended June 30, 2021.

This decrease is primarily due

to the change in the exchange rate used to calculate the depreciable assets we acquired from new acquisitions in other countries.

Depreciation and amortization for six months ended

June 30, 2022, increased by $210,505 to $236,019 from $25,514 for the six months ended June 30, 2021.

This increase is primarily due to

the increase in depreciable assets we acquired from new acquisitions.

Other Income (Expense)

For the three months ended June 30, 2022, we had

other expense of $688,121 compared to other income of $178,134 for the same period in 2021, an increase in expense of $866,255.

ended September 30, 2022, increased by $506,748 to $597,970 from $91,222 for the three months ended September 30, 2021.

This increase

in other income primarily consisted of changes of $501,431 of restructuring costs, $316,391 decrease in the fair value of the Company’s

derivative instruments, $227,887 of loss on foreign currency exchange rate variance, and a decrease in interest expense of $318,069 due

to changes in borrowings associated with acquisitions.

For the six months ended June 30, 2022, we

had other expense of $1,025,164 compared to other income of $285,808 for the same period in 2021, an increase in expense of

This increase in other income primarily consisted of changes of $501,431 of restructuring costs, $160,340 decrease in

the fair value of the Company’s derivative instruments, $208,033 of loss on foreign currency exchange rate variance, an

increase in interest expense of $132,272 due to changes in borrowings associated with acquisitions.

is primarily due to the increase in the depreciable assets we acquired from new acquisitions in other countries.

Depreciation and amortization for nine months

ended September 30, 2022, increased by $717,253 to $833,989 from $116,736 for the nine months ended September 30, 2021.

This increase

is primarily due to the increase in depreciable assets we acquired from new acquisitions.

Other Income (Expense)

For the three months ended September 30, 2022,

we had other expense of $896,585 compared to other expense of $798,655 for the same period in 2021, an increase in expense of $97,930.

This increase in other income primarily consisted of a $70,289 decrease in the fair value of the Company’s derivative instruments,

$426,073 of loss on foreign currency exchange rate variance, and a decrease in interest expense of $489,552 due to changes in borrowings

associated with acquisitions.

For the nine months ended September 30, 2022,

we had other income of $128,578 compared to other expense of $1,084,462 for the same period in 2021, a decrease in expense of $1,213,040.

This increase in other income primarily consisted of changes of $501,431 of restructuring costs, $237,445 increase in the fair value of

the Company’s derivative instruments, $218,039 of loss on foreign currency exchange rate variance, an decrease in interest expense

of $321,532 due to changes in borrowings associated with acquisitions.

As a result of the above, we reported a net loss

of $4,185,572 and $185,607 for the three months ended June 30, 2022 and 2021, respectively.

of $8,805,668 and $1,686,829 for the three months ended September 30, 2022 and 2021, respectively.

As a result of the above, we reported a net loss

of $9,569,843 and $237,481 for the six months ended June 30, 2022 and 2021, respectively.

of $18,375,506 and $1,924,311 for the nine months ended September 30, 2022 and 2021, respectively.

Liquidity and Capital Resources

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During the three months

ended June 30, 2022, we had $12,415,875 in new cash proceeds compared to the three months ended June 30, 2021, when we had $1,102,700

in new cash proceeds.

As of June 30, 2022, we had cash of $2,512,668,

compared to $148,562 as of June 30, 2021.

We currently do not have sufficient cash to fund our operations for the next 12 months and we

will require working capital to complete development, testing and marketing of our products and to pay for ongoing operating expenses.

ended September 30, 2022, we had $11,378,400 in new cash proceeds compared to the three months ended September 30, 2021, when we had no

new cash proceeds.

As of September 30, 2022, we had cash of $5,967,984,

compared to $2,564,492 as of September 30, 2021.

We currently do not have sufficient cash to fund our operations for the next 12 months

and we will require working capital to complete development, testing and marketing of our products and to pay for ongoing operating expenses.

We anticipate adding consultants for technology development and the corresponding operations of the Company, but this will not occur prior

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capital to fund operations through the issuances of convertible notes or obtained through the issuance of our restricted common stock.

As of June 30, 2022, our current liabilities exceeded our current assets by $8,585,281.

As of September 30, 2022, our current liabilities exceeded our current assets by $6,314,789.

Several of our significant operating subsidiaries

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subsidiaries, operating expenses, and capital expenditures,

For the remaining 12 month period ending June

For the remaining 12 month period ending September

30, 2023, we project that our subsidiaries will begin to operate with their own operating activities and reduce their dependency on the

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Cash Flows From Operating Activities

During the six months ended June 30, 2022, net

cash used by operating activities was $12,565,057, resulting from our net loss of $9,569,843 and an increase in expenses related to our

convertible notes payables, including increase in inventory of $805,960 and operating lease liabilities of $315,285.

These increases were

offset by a decrease in derivative liability of $167,156, decrease in accounts payable and accrued expenses of $3,120,422 and an increase

from restructuring costs of $465,681, decrease in accounts receivable of $550,803, increase in unbilled revenue of $218,371 and increase

in contract liability of $1,264,350.

By comparison, during the six months ended June

30, 2021, net cash used by operating activities was $712,611, resulting from our net loss of $237,481 partially offset by non-cash expenses

totaling $361,545 and decreases in accounts payable and accrued liabilities of $113,585.

During the nine months ended September 30, 2022,

net cash used by operating activities was $19,456,701, resulting from our net loss of $18,375,506 and an increase in expenses related

to our inventory of $604,406 and operating lease liabilities of $86,511.

These increases were offset by a decrease in derivative liability

of $237,445, increase in accounts payable and accrued expenses of $2,949,406 and an increase from restructuring costs of $501,431, decrease

in accounts receivable of $692,746, decrease in unbilled revenue of $178,748 and decrease in contract liability of $833,876.

By comparison, during the nine months ended

September 30, 2021, net cash used by operating activities was $7,446,593, resulting from our net loss of $1,924,311 partially offset

by an increase in non-cash expenses of stock based loan acquisition costs of $649,334 and the amortization of debt discount of

$404,087 offset by gain on the extinguishment of debt of $785,240 and increases in accounts payable and accrued liabilities of

$4,362,016 and contract liability of $1,439,504

Cash Flows From Investing Activities

During the six months ended June 30, 2022, we

had net cash used in investing activities of $503,409.

During the six months ended June 30, 2021, net cash used by investing activities

During the nine months ended September 30, 2022,

we had net cash used in investing activities of $594,310.

During the nine months ended September 30, 2021, net cash used by investing

activities was $546,765.

Cash Flows From Financing Activities

During the six months ended June 30, 2022, net

cash provided by financing activities was $12,415,875 which was comprised of proceeds from the sale of common stock from offering of $12,415,875.

During the six months ended June 30, 2021, net cash used by financing activities was $952,700, which was comprised of proceeds from issuance

of convertible notes payable of $1,102,700 less repayment of notes payable of $150,000.

During the nine months ended September 30, 2022,

net cash provided by financing activities was $23,794,275 which was comprised of proceeds from the sale of common stock from offering

of $23,794,275.

During the nine months ended September 30, 2021, net cash used by financing activities was $10,718,100, which was comprised

of proceeds from the sale of common stock from offering of $8,000,000, proceeds from issuance of convertible notes payable of $1,102,700

and proceeds from notes payable of $2,000,000 less repayment of notes payable of $384,600.

Factors That May Affect Future Results

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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-Q

Item 2. Management’s Discussion and Analysis