IIOT-OXYS, Inc. 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________________to___________________________ Commission File Number: 000-50773 IIOT-OXYS Inc. (Exact name of registrant as specified in its charter) Nevada 56-2415252 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 705 Cambridge Street , Cambridge , MA 02141 (Address of principal executive offices) (Zip Code) (401) 307-3092 (Registrant’s telephone number, including area code) Securities registered pursuant to section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of each exchange on which registered Not applicable Not applicable Not applicable Indicate by check mark whether the registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports). Yes ☒ No ☐ Indicate by check mark whether the registrant has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The number of shares outstanding of the registrant’s common stock on November 11, 2021, was 215,854,396 . TABLE OF CONTENTS Page PART I—FINANCIAL INFORMATION 3 Item 1. Financial Statements 3 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 27 Item 3. Quantitative and Qualitative Disclosures About Market Risk 33 Item 4. Controls and Procedures 33 PART II—OTHER INFORMATION 34 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 34 Item 6. Exhibits 34 SIGNATURES 35 Introductory Comment Unless otherwise indicated, any reference to “the Company”, “our company”, “we”, “us”, or “our” refers to IIOT-OXYS, Inc., a Nevada corporation, and as applicable to its wholly owned subsidiaries, OXYS Corporation, a Nevada corporation, and HereLab, Inc., a Delaware corporation. 2 PART I—FINANCIAL INFORMATION Item 1. Financial Statements IIOT-OXYS, Inc. and Subsidiaries Condensed Consolidated Balance Sheets September 30, 2021 December 31, 2020 ASSETS (Unaudited) Current Assets Cash and cash equivalents $ 103,013 $ 103,074 Accounts receivable, net 5,280 – Prepaid expenses 7,773 2,427 Total Current Assets 116,066 105,501 Intangible assets, net 310,562 347,856 Total Assets $ 426,628 $ 453,357 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities Accounts payable $ 180,081 $ 169,914 Accrued liabilities 211,860 147,490 Deferred revenue 46,425 46,425 Notes payable, current portion, net of debt discounts of $ 202,048 and $ 111,781 at September 30, 2021 and December 31, 2020, respectively 431,119 953,219 Shares payable to related parties 361,800 730,836 Salaries payable to related parties 270,854 407,271 Derivative liability 143,224 315,782 Total Current Liabilities 1,645,363 2,770,937 PPP liability 36,700 36,700 Due to stockholders 1,000 1,000 Total Liabilities 1,683,063 2,808,637 Commitments and contingencies (Note 4) – – Series B Convertible Preferred Stock, 600 shares designated, $ 0.001 par value, $ 1,200 stated value; 155 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively. Liquidation preference $ 186,000 as of September 30, 2021 and December 31, 2020, respectively 186,000 186,000 Stockholders' Equity (Deficit) Preferred Stock Series A, $ 0.001 par value, 10,000,000 Shares authorized; 25,845 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively 26 26 Common Stock $ 0.001 par value, 1,000,000,000 shares authorized; 215,854,396 shares and 145,110,130 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively 215,855 145,111 Additional paid in capital 6,640,573 4,794,261 Accumulated deficit ( 8,298,889 ) ( 7,480,678 ) Total stockholders' equity (deficit) ( 1,442,435 ) ( 2,541,280 ) Total Liabilities and Stockholders' Equity (Deficit) $ 426,628 $ 453,357 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 IIOT-OXYS, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited) For The Three Months Ended September 30, For The Nine Months Ended September 30, 2021 2020 2021 2020 Revenues $ 5,280 – $ 5,280 $ 41,771 Cost of sales 1,275 – 1,275 21,121 Gross Profit 4,005 – 4,005 20,650 Operating Expenses General and administrative 7,569 11,121 22,009 40,056 Payroll expense 112,541 – 250,820 – Professional fees 88,421 240,919 464,917 672,256 Patent license fees – 1,644 – 4,932 Amortization of intangible assets 12,477 12,477 37,295 37,159 Total Operating Expenses 221,008 266,161 775,041 754,403 Other Income (Expense) Gain (loss) on change in FMV of derivative liability ( 18,103 ) 25,181 172,558 ( 114,051 ) Gain (loss) on extinguishment of debt – ( 16,205 ) 120,000 ( 16,205 ) Interest expense ( 100,701 ) ( 72,681 ) ( 333,039 ) ( 640,404 ) Other Income 10,000 – 10,000 409 Total Other Income (Expense) ( 108,804 ) ( 63,705 ) ( 30,481 ) ( 770,251 ) Net Loss Before Income Taxes ( 325,807 ) ( 329,866 ) ( 801,517 ) ( 1,504,004 ) Provision for income tax – – – – Net Loss $ ( 325,807 ) $ ( 329,866 ) $ ( 801,517 ) $ ( 1,504,004 ) Convertible preferred stock dividend ( 5,626 ) – ( 16,694 ) – Net Loss Attributable to Common Stockholders $ ( 331,433 ) $ ( 329,866 ) $ ( 818,211 ) $ ( 1,504,004 ) Net Loss Per Share Attributable to Common Stockholders - Basic and Diluted $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) $ ( 0.02 ) Weighted Average Shares Outstanding Attributable to Common Stockholders - Basic and Diluted 209,650,048 98,736,959 188,036,903 99,156,375 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 IIOT-OXYS, Inc. and Subsidiaries Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) For the Three Months Ended September 30, 2021 Preferred Stock Common Stock Shares Amount Shares Amount Additional Paid-In Capital Accumulated Deficit Total Stockholders' Equity (Deficit) Balance - June 30, 2021 25,845 $ 26 197,654,395 $ 197,655 $ 6,428,833 $ ( 7,967,456 ) $ ( 1,340,942 ) Common stock issued for conversion of convertible note payables – – 8,000,000 8,000 72,000 – 80,000 Common stock sold for cash – – 10,200,000 10,200 142,800 – 153,000 Commission paid for raising capital – – – – ( 3,060 ) – ( 3,060 ) Net loss – – – – – ( 331,433 ) ( 331,433 ) Balance - September 30, 2021 25,845 $ 26 215,854,395 $ 215,855 $ 6,640,573 $ ( 8,298,889 ) $ ( 1,442,435 ) For the Nine Months Ended September 30, 2021 Preferred Stock Common Stock Shares Amount Shares Amount Additional Paid-In Capital Accumulated Deficit Total Stockholders' Equity (Deficit) Balance - December 31, 2020 25,845 $ 26 145,110,129 $ 145,111 $ 4,794,261 $ ( 7,480,678 ) $ ( 2,541,280 ) Common stock issued for conversion of convertible note payables – – 32,350,978 32,351 291,169 – 323,520 Common stock sold for cash – – 35,500,000 35,500 497,000 – 532,500 Beneficial conversion feature discount on notes payable – – – – 360,000 – 360,000 Commission paid for raising capital – – – – ( 10,650 ) – ( 10,650 ) Common stock issued for accrued compensation – – 2,343,288 2,343 700,643 – 702,986 Common stock issued for services – – 550,000 550 8,150 – 8,700 Net loss – – – – – ( 818,211 ) ( 818,211 ) Balance - September 30, 2021 25,845 $ 26 215,854,395 $ 215,855 $ 6,640,573 $ ( 8,298,889 ) $ ( 1,442,435 ) 5 IIOT-OXYS, Inc. and Subsidiaries Condensed Consolidated Statements of Stockholders' Equity (Deficit) (continued) (Unaudited) For the Three Months Ended September 30, 2020 Preferred Stock Common Stock Shares Amount Shares Amount Additional Paid-In Capital Accumulated Deficit Total Stockholders' Equity (Deficit) Balance - June 30, 2020 – $ – 135,065,629 $ 135,066 $ 3,668,112 $ ( 6,418,042 ) $ ( 2,614,864 ) Common stock issued for extinguishment of debt – – 6,760,000 6,760 9,992 – 16,752 Net loss – – – – – ( 329,866 ) ( 329,866 ) Balance - September 30, 2020 – $ – 141,825,629 $ 141,826 $ 3,678,104 $ ( 6,747,908 ) $ ( 2,927,978 ) For the Nine Months Ended September 30, 2020 Preferred Stock Common Stock Shares Amount Shares Amount Additional Paid-In Capital Accumulated Deficit Total Stockholders' Equity (Deficit) Balance December 31, 2019 – $ – 43,313,547 $ 43,314 $ 3,077,972 $ ( 5,040,307 ) $ ( 1,919,021 ) Common stock issued for conversion of convertible note payables – – 50,950,000 50,950 1,686 – 52,636 Common stock issued for conversion of detachable warrants – – 40,802,082 40,802 ( 40,802 ) – – Relief of derivative liabilities – – – – 235,393 – 235,393 Warrants issued for default of convertible note payables – – – – 163,433 – 163,433 Changes in FMV of warrants related to convertible note payables – – – – 203,597 ( 203,597 ) – Beneficial conversion feature discount on note payable – – – – 26,833 – 26,833 Common stock issued for debt extinguishment – – 6,760,000 6,760 9,992 – 16,752 Net loss – – – – – ( 1,504,004 ) ( 1,504,004 ) Balance September 30, 2020 – $ – 141,825,629 $ 141,826 $ 3,678,104 $ ( 6,747,908 ) $ ( 2,927,978 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 IIOT-OXYS, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) For The Nine Months Ended September 30, 2021 2020 Cash Flows From Operating Activities Net loss $ ( 818,211 ) $ ( 1,504,004 ) Adjustments to reconcile net loss to net cash used in operating activities Gain on extinguishment of debt ( 120,000 ) 16,205 Loss on issuance of default warrants – 163,433 Increase in principal due to penalty provision – 146,250 Increase in principal due to fees – 16,726 Beneficial conversion feature discount on notes payable – – Amortization of discount on notes payable 269,734 90,149 Amortization of intangible assets 37,295 37,159 Loss on change in FMV of derivative liability – 114,051 Loss on derivative liability – 159,888 Changes in Operating Assets and Liabilities (Increase) Decrease in: Accounts receivable ( 5,280 ) 11,760 Prepaid expense ( 5,346 ) 1,282 Increase (Decrease) in: Accounts payable 10,167 37,371 Accrued liabilities 84,757 24,267 Derivative liability ( 172,558 ) Deferred revenue – 46,425 Shares payable to related parties 333,950 545,673 Salaries payable to related parties ( 136,417 ) 51,648 Net Cash Used in Operating Activities ( 521,911 ) ( 41,717 ) Cash Flows From Financing Activities Cash received from PPP loan – 36,700 Cash received from Convertible Note Payable – 129,300 Proceeds from sale of common stock, net of commissions 521,850 – Cash paid for settlement of notes payable – ( 100,000 ) Net Cash Provided By Financing Activities 521,850 66,000 Net (decrease) increase in cash and cash equivalents ( 61 ) 24,283 Cash and Cash Equivalents - Beginning of Period 103,074 24,212 Cash and Cash Equivalents - End of Period $ 103,013 $ 48,495 Supplement Disclosures of Cash Flow Information Interest paid during the period $ – $ – Income taxes paid during the period $ – $ 31,902 Supplemental Disclosures of Non-Cash Investing and Financing Activities Discount on notes payable $ 360,000 $ – Conversion of convertible notes payable and derivative liabilities $ 1,035,206 $ 288,029 Warrant anti-dilution issuance $ – $ 203,597 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 7 IIOT-OXYS, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements September 30, 2021 and 2020 (Unaudited) NOTE 1 - NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN Unless otherwise indicated, any reference to “the Company”, “our company”, “we”, “us”, or “our” refers to IIOT-OXYS, Inc., a Nevada corporation, and as applicable to its wholly-owned subsidiaries, OXYS Corporation, a Nevada corporation, and HereLab, Inc., a Delaware corporation. IIOT-OXYS, Inc., a Nevada corporation (the “ Company ”) was established for the purpose of designing, building, testing, and selling Edge Computing Systems for the Industrial Internet. The Company is currently devoting substantially all its efforts in identifying, developing and marketing engineered products, software and services for applications in the Industrial Internet which involves collecting and processing data collected from a wide variety of industrial systems and machines. We were incorporated in the state of New Jersey on October 1, 2003 under the name of Creative Beauty Supply Corporation and commenced operations as of January 1, 2004. On November 30, 2007, our Board of Directors approved a plan to dispose of our wholesale and retail beauty supply business. On May 18, 2015, we changed our name to Gotham Capital Holdings. From January 1, 2009 until July 28, 2017, we had no operations. On March 16, 2017, our Board of Directors approved a name change to “IIOT-OXYS, Inc.” and authorized a change of domicile from New Jersey to Nevada. Impact of COVID-19 During the period ended September 30, 2021, the effects of a new coronavirus (“ COVID-19 ”) and related actions to attempt to control its spread began to impact our business. The impact of COVID-19 on our operating results for the quarter ended September 30, 2021 was limited, in all material respects, due to the government mandated numerous measures, including closures of businesses, limitations on movements of individuals and goods, and the imposition of other restrictive measures, in its efforts to mitigate the spread of COVID-19 within the country. On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. Governments around the world have mandated, and continue to introduce, orders to slow the transmission of the virus, including but not limited to shelter-in-place orders, quarantines, significant restrictions on travel, as well as work restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic effects of the pandemic has introduced significant volatility in the financial markets. Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP ”) and include the accounts of the Company. The financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. In the opinion of the Company’s management, the financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. 8 Going Concern The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has suffered continuing operating losses, used cash flows in operating activities of $ 521,911 , and has an accumulated deficit of $ 8,298,889 as of September 30, 2021. These factors, among others, raise a substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management believes that the Company will be able to achieve a satisfactory level of liquidity to meet the Company’s obligations for the next 12 months by generating cash through additional borrowings and/or sale of equity securities, as needed. However, there can be no assurance that the Company will be able to generate sufficient liquidity to maintain its operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following summary of significant accounting policies of the Company is presented to assist in the understanding of the Company’s financial statements. These accounting policies conform to GAAP in all material respects and have been consistently applied in preparing the accompanying condensed consolidated financial statements. Interim Financial Statements The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with GAAP for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2020. Principles of Consolidation The condensed consolidated financial statements for September 30, 2021 and 2020, respectively, include the accounts of Company, and its wholly-owned subsidiaries OXYS Corporation and HereLab, Inc. All significant intercompany balances and transactions have been eliminated. Reclassifications Certain amounts in the prior periods presented have been reclassified to conform to the current period financial statement presentation. These reclassifications have no effect on previously reported net income. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts payable, accrued liabilities and payable to related party. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. 9 Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company reported a cash balance of $ 103,013 and $ 103,074 as of September 30, 2021 and December 31, 2020, respectively. Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are carried at original invoice amount less an estimate made for doubtful accounts. The Company determines the allowance for doubtful accounts by identifying potential troubled accounts and by using historical experience and future expectations applied to an aging of accounts. Trade accounts receivable are written off when deemed uncollectible. Recoveries of trade accounts receivable previously written off are recorded as income when received. The Company recorded accounts receivable of $ 5,280 and $ 0 at September 30, 2021 and December 31, 2020, and no allowance for doubtful accounts as of September 30, 2021 and December 31, 2020, respectively. Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of its long-lived assets to determine whether indicators of impairment may exist that warrant adjustments to the carrying value or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objectives. Definite-lived intangible assets are amortized on a straight-line basis over the estimated periods benefited and are reviewed when appropriate for possible impairment. Basic and Diluted Earnings (Loss) Per Common Share The Company computes earnings (loss) per share in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ ASC ”), ASC 260, “ Earnings per Share” . ASC 260 requires presentation of both basic and diluted earnings per share (“ EPS ”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible note and preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Revenue Recognition The Company’s revenue is derived primarily from providing services under contractual agreements. The Company recognizes revenue in accordance with ASC Topic No. 606, Revenue from Contracts with Customers (“ASC 606”) which was adopted on January 1, 2018. According to ASC 606, the Company recognizes revenue based on the following criteria: · Identification of a contract or contracts, with a customer. · Identification of the performance obligations in the contract. · Determination of contract price. · Allocation of transaction price to the performance obligation. · Recognition of revenue when, or as, performance obligation is satisfied. 10 The Company used a practical expedient available under ASC 606-10-65-1(f)4 that permits it to consider the aggregate effect of all contract modifications that occurred before the beginning of the earliest period presented when identifying satisfied and unsatisfied performance obligations, transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations. The Company has elected to treat shipping and handling activities as cost of sales. Additionally, the Company has elected to record revenue net of sales and other similar taxes. Concentration of Credit Risk Financial instruments that potentially expose the Company to concentrations of risk consist primarily of cash and cash equivalents which are generally not collateralized. The Company’s policy is to place its cash and cash equivalents with high quality financial institutions, in order to limit the amount of credit exposure. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“ FDIC ”), up to $ 250,000 . At September 30, 2021 and December 31, 2020, the Company had no amounts in excess of the FDIC insurance limit. Fair Value of Financial Instruments and Fair Value Measurements ASC 820, “ Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s condensed consolidated financial instruments consist of cash and cash equivalents, prepaid expenses, accounts payable, accrued liabilities, notes payable and related parties payable. The Company believes that the recorded values of all the financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. 11 Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “ Income Taxes” . The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. The Company follows the provisions of ASC 740-10, “ Accounting for Uncertain Income Tax Positions .” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Convertible Debt and Convertible Preferred Stock When the Company issues convertible debt or convertible preferred stock, it first evaluates the balance sheet classification of the convertible instrument in its entirety to determine whether the instrument should be classified as a liability under ASC 480, Distinguishing Liabilities from Equity , and second whether the conversion feature should be accounted for separately from the host instrument. A conversion feature of a convertible debt instrument or certain convertible preferred stock would be separated from the convertible instrument and classified as a derivative liability if the conversion feature, were it a standalone instrument, meets the definition of an “embedded derivative” in ASC 815, Derivatives and Hedging . Generally, characteristics that require derivative treatment include, among others, when the conversion feature is not indexed to the Company’s equity, as defined in ASC 815-40, or when it must be settled either in cash or by issuing stock that is readily convertible to cash. When a conversion feature meets the definition of an embedded derivative, it would be separated from the host instrument and classified as a derivative liability carried on the consolidated balance sheet at fair value, with any changes in its fair value recognized currently in the consolidated statements of operations. If a conversion feature does not meet the conditions to be separated and accounted for as an embedded derivative liability, the Company then determines whether the conversion feature is “beneficial”. A conversion feature would be considered beneficial if the conversion feature is “in the money” when the host instrument is issued or, under certain circumstances, later. If convertible debt contains a beneficial conversion feature (“ BCF ”), the amount of the amount of the proceeds allocated to the BCF reduces the balance of the convertible debt, creating a discount which is amortized over the debt’s term to interest expense in the consolidated statements of operations. When a convertible preferred stock contains a BCF, after allocating the proceeds to the BCF, the resulting discount is either amortized over the period beginning when the convertible preferred stock is issued up to the earliest date the conversion feature may be exercised, or if the convertible preferred stock is immediately exercisable, the discount is fully amortized at the date of issuance. The amortization is recorded similar to a dividend. Convertible debt is accounted for under the ASC 470-20, Debt – Debt with Conversion and Other Options. 12 Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update (“ ASU ”) ASU No. 2019-12, Income Taxes (Topic 740) , Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. In August 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 accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation in certain areas. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2023, although early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on its financial statements. Other accounting standards that have been issued or proposed by FASB and do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. NOTE 3 - INTANGIBLE ASSETS The Company’s intangible assets comprise of intellectual property revolving around their field tests, sensor integrations, and board designs. Intangible assets, net of amortization at September 30, 2021 and December 31, 2020 amounted to $ 310,562 and $ 347,856 , respectively. Intangible Assets Net of Amortization September 30, 2021 December 31, 2020 Intangible Assets $ 495,000 $ 495,000 Accumulated amortization ( 184,438 ) ( 147,144 ) Intangible Assets, net $ 310,562 $ 347,856 At September 30, 2021 and December 31, 2020, respectively, the Company determined that none of its intangible assets were impaired. Amortizable intangible assets are amortized using the straight-line method over their estimated useful lives 10 of ten years. Amortization expense of finite-lived intangibles was $ 12,477 and $ 12,477 for the three months ended September 30, 2021 and 2020, and $ 37,295 and $ 37,159 for the nine months ended September 30, 2021 and 2020, respectively. The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of December 31: Schedule of future amortization Amortization expense 2021 $ 12,477 2022 49,500 2023 49,500 2024 49,500 2025 49,500 Thereafter 100,085 Total $ 310,562 13 NOTE 4 - COMMITMENTS AND CONTINGENCIES In prior years, the Company entered into consulting agreements with one director, three executive officers, and one engineer of the Company, which include commitments to issue shares of the Company’s common stock from the Company’s Stock Incentive Plans. Two agreements have been terminated and shares have been issued in conjunction with the related separation agreements, but the vested shares related to the remaining consulting agreements with the two executive officers have not yet been issued in full, and therefore, remain a liability. According to the remaining three agreements, 1,319,000 shares vested in 2019, 2,400,000 shares vested in 2020, 2,400,000 shares of common stock have vested as of September 30, 2021, and 1,200,000 shares of common stock vested as of September 30, 2021. The shares vest annually on the anniversary date of the agreements. In the event that the agreement is terminated by either party pursuant to the terms of the agreement, all unvested shares which have been earned shall vest on a pro-rata basis as of the effective date of the termination of the agreement and all unearned, unvested shares shall be terminated. The value of the shares was assigned at fair market value on the effective date of the agreement and the pro-rata number of shares earned was calculated and amortized at the end of each reporting period. The Company has accrued $ 361,800 and $ 730,836 in shares payable in conjunction with these agreements as of September 30, 2021 and December 31, 2020, respectively. A summary of these agreements is as follows. On March 11, 2019, the Company’s Board of Directors approved the Consulting Agreement dated effective June 4, 2018 with its CEO. The term of the agreement is for three years beginning as of the effective date, unless terminated earlier pursuant to the agreement and is automatically renewable for one-year terms upon the consent of the parties. The services to be provided by the CEO pursuant to the agreement are those customary for the position in which the CEO is serving. As of the effective date, the Company shall issue to the CEO an aggregate of 3,060,000 shares of the Company’s common stock which vest as follows: 1. 560,000 shares on the first-year anniversary of the effective date; 2. 1,000,000 shares on the second-year anniversary of the effective date; and 3. 1,500,000 shares on the third-year anniversary of the effective date. The shares are issued under the 2019 Stock Incentive Plan. Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as defined in the agreement) or the listing of the Company’s common stock on a senior exchange. As of September 30, 2021 and December 31, 2020, 3,060,000 shares and 1,560,000 shares had vested, respectively. On June 11, 2020, the Company entered into a Debt Forgiveness Agreement with the CEO, pursuant to which the CEO forgave $ 185,000 of accrued and unpaid consulting fees owed to him pursuant to his consulting agreement with the Company. On June 12, 2020, the Company entered into an amendment effective January 1, 2020 to the Consulting Agreement with the CEO. The amendment stated that from January 1, 2020 until April 23, 2020, the Consultant shall be paid an hourly wage of $12.75 per hour for services performed. From April 24, 2020 onward, the Consultant shall be paid an hourly wage of $48.08 an hour for services performed. Fees may accrue at the discretion of management. At any time, the Consultant shall have the right to convert any accrued and unpaid fees into shares of Common Stock of the Company. The conversion price shall equal 90% multiplied by the market price (representing a discount rate of 10%). The On June 4, 2021, the Consulting Agreement of the CEO terminated pursuant to its terms. As of September 30, 2021 and December 31, 2020, the Company recorded $ 142,990 and $ 138,602 in salaries payable to the CEO. 14 On March 11, 2019, the Company’s Board of Directors approved the Consulting Agreement dated effective October 1, 2018 with its COO. The term of the agreement is for three years beginning as of the effective date, unless terminated earlier pursuant to the agreement and is automatically renewable for one-year terms upon the consent of the parties. The services to be provided by the COO pursuant to the agreement are those customary for the position in which the COO is serving. As of the effective date, the Company shall issue to the COO an aggregate of 2,409,000 shares of the Company’s common stock which vest as follows: 1. 409,000 shares on the first-year anniversary of the effective date; 2. 800,000 shares on the second-year anniversary of the effective date; and 3. 1,200,000 shares on the third-year anniversary of the effective date. The shares are issued under the 2017 Stock Incentive Plan. Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as defined in the agreement) or the listing of the Company’s common stock on a senior exchange. As of September 30, 2021 and December 31, 2020, 1,200,000 shares and 1,209,000 shares had vested respectively. On June 11, 2020, the Company entered into a Debt Forgiveness Agreement with the COO, pursuant to which the COO forgave $ 103,250 of accrued and unpaid consulting fees owed to her pursuant to her consulting agreement with the Company. On June 12, 2020, the Company entered into an amendment effective January 1, 2020 to the Consulting Agreement with the COO. The amendment stated that from January 1, 2020 until April 23, 2020, the Consultant shall be paid an hourly wage of $12.75 per hour for services performed. From April 24, 2020 onward, the Consultant shall be paid an hourly wage of $48.08 an hour for services performed. Fees may accrue at the discretion of management. At any time, the Consultant shall have the right to convert any accrued and unpaid fees into shares of Common Stock of the Company. The conversion price shall equal 90% multiplied by the market price (representing a discount rate of 10%). As of September 30, 2021 and December 31, 2020, the Company recorded $ 127,864 and $ 139,078 in salaries payable to the COO. On March 11, 2019, the Company’s Board of Directors approved the Amended and Restated Consulting Agreement dated effective April 1, 2018 with its CTO. The term of the agreement is for three years beginning as of the effective date, unless terminated earlier pursuant to the agreement and is automatically renewable for one-year terms upon the consent of the parties. The services to be provided by the CTO pursuant to the agreement are those customary for the position in which the CTO is serving. As of the effective date, the Company shall issue to the CTO an aggregate of 1,800,000 shares of the Company’s common stock which vest as follows: 1. 300,000 shares on the first-year anniversary of the effective date; 2. 600,000 shares on the second-year anniversary of the effective date; and 3. 900,000 shares on the third-year anniversary of the effective date. On April 1, 2021, the Company and CTO mutually agreed to terminate the Amended and Restated Consulting Agreement. The Company and CTO agreed to settle for 843,288 shares of common stock for past services which were valued at the fair value of $ 270,493 . The Company issued 843,288 shares of common stock to the CTO on April 12, 2021. As of September 30, 2021 and December 31, 2020, 0 shares and 900,000 shares had vested, respectively. On June 11, 2020, the Company entered into a Debt Forgiveness Agreement with the CTO pursuant to which the CTO forgave $ 82,475 of accrued and unpaid consulting fees owed to him pursuant to his consulting agreement with the Company. On June 12, 2020, the Company entered into an amendment effective January 1, 2020 to the Consulting Agreement with the CTO. The amendment stated that from January 1, 2020 until April 23, 2020, the Consultant shall be paid an hourly wage of $12.75 per hour for services performed. From April 24, 2020 onward, the Consultant shall be paid an hourly wage of $48.08 an hour for services performed. Fees may accrue at the discretion of management. At any time, the Consultant shall have the right to convert any accrued and unpaid fees into shares of Common Stock of the Company. The conversion price shall equal 90% multiplied by the market price (representing a discount rate of 10%). 15 Effective March 31, 2021, the Company entered into a Termination Agreement (the “ Termination Agreement ”) with the CTO, pursuant to which the CTO resigned and from all positions within the Company and any of its subsidiaries. In addition, the Termination Agreement provided for the payment of $ 11,144 .42 in reimbursable expenses and $ 130,451 in accrued and unpaid consulting fees to the CTO within five business days of the effective date. The Termination Agreement also provided for the issuance to the CTO 843,288 shares of the Company’s Common Stock within five business days of the effective date. As of September 30, 2021 and December 31, 2020, the Company recorded $ 0 and $ 129,590 in salaries payable to the CTO. NOTE 5 - CONVERTIBLE NOTES PAYABLE The following table summarizes the outstanding balance of convertible notes payable, interest and conversion rates as of September 30, 2021 and December 31, 2020, respectively. Schedule of convertible notes payable September 30, 2021 December 31, 2020 A. Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at $0.01 per share. Interest is payable quarterly with the balance of principal and interest due on maturity on March 1, 2022. The note is secured by substantially all the assets of the Company. $ 295,000 $ 600,000 B. Convertible note payable to an investor with interest at 5% per annum, convertible at any time into shares of common stock at $0.00084 per share. Interest is payable annually with the balance of principal and interest due on maturity on March 1, 2022. The note is secured by substantially all the assets of the Company. 55,000 55,000 C. Convertible note payable to an investor with interest at 12% per annum. On February 3, 2021, the investor settled the note and accrued interest, in exchange of common stock of the Company. – 50,000 D. Convertible note payable to an investor with interest at 12% per annum. $10,000 of the principal is currently convertible into shares of common stock at $0.01 per share, with remaining principal and interest convertible into shares of common stock at $0.01 per share. Interest is payable quarterly with the balance of principal and interest due on maturity on March 1, 2022. The note is secured by substantially all the assets of the Company. 50,000 60,000 E. Convertible notes payable to a related party with interest at 12% per annum, convertible at any time into shares of common stock at $0.00084 per share. Interest is payable quarterly with the balance of principal and interest due on maturity on August 2, 2022. The notes are secured by substantially all the assets of the Company. 125,000 125,000 F. Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.01 per share. Principal and interest due on maturity on April 29, 2022. 33,167 100,000 G. Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.0099 per share. Note was issued as payment for future fees to be incurred under the related Equity Financing Agreement. Principal and interest due on maturity on April 29, 2022. 75,000 75,000 633,167 1,065,000 Less unamortized discount ( 202,048 ) ( 111,781 ) Net balance 431,119 953,219 Less current portion ( 431,119 ) ( 953,219 ) $ – $ – 16 A. January 18, 2018 Convertible Note and Warrants (“Note A”) On January 28, 2021, the noteholder of Note A agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to March 1, 2022 , in exchange for the reduction of the conversion price to $ 0.01 per share, and all prior Events of Default (as defined in the Note A) including penalties of $100,000 were waived, and all future Events of Default (as defined in the Note A) pertaining to the future payment of interest were waived through maturity. The Company recorded $ 100,000 as extinguishment of debt in its statements of operations for the nine months ended September 30, 2021. The Company recorded $ 300,000 as the beneficial conversion feature discount on note payable of $ 500,000 on January 28, 2021. On February 4, 2021, the noteholder A converted the principal balance of $ 50,000 of its convertible promissory note into 5,000,000 shares of common stock of the Company (Note 9). On April 15, 2021, the noteholder A converted the principal balance of $ 75,000 of its convertible promissory note into 7,500,000 shares of common stock of the Company (Note 9). On July 28, 2021, the noteholder A converted the principal balance of $ 80,000 of its convertible promissory note into 8,000,000 shares of common stock of the Company (Note 9). The Company amortized the beneficial conversion feature discount to interest expense of $ 69,521 and $ 3,032 for the three months ended September 30, 2021 and 2020, and $ 187,115 and $ 9,030 for the nine months ended September 30, 2021 and 2020, respectively. The unamortized discount totaled $ 114,861 and $ 1,978 at September 30, 2021 and December 31, 2020, respectively. In addition, the Company recorded interest expense of $ 9,659 and $ 18,148 for the three months ended September 30, 2021 and 2020, and $ 36,289 and $ 52,554 for the nine months ended September 30, 2021 and 2020, respectively. Accrued interest payable on Note A was $ 122,114 and $ 85,824 as of September 30, 2021 and December 31, 2020, respectively. The principal balance payable on Note A amounted to $ 295,000 and $ 600,000 on September 30, 2021 and December 31, 2020, respectively. B. January 2019 Convertible Note and Warrants (“Note B”) The Company recorded interest expense of $ 693 and $ 693 on Note B for the three months ended September 30, 2021 and 2020, and $ 2,057 and $ 2065 for the nine months ended September 30, 2021 and 2020, respectively. Accrued interest payable on Note B was $ 7,398 and $ 5,342 as of September 30, 2021 and December 31, 2020, respectively. The principal balance payable on Note B amounted to $ 55,000 and $ 55,000 on September 30, 2021 and December 31, 2020, respectively. The Note B matures on March 1, 2022. C. March 2019 Convertible Note and Warrants (Note C”) On January 28, 2021, the noteholder of Note C agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to March 1, 2022 in exchange for the reduction of the conversion price to $ 0.01 per share, and all prior Events of Default (as defined in the Note C) including penalties of $10,000 were waived, and all future Events of Default (as defined in the Note C) pertaining to the future payment of interest were waived through maturity. The Company recorded $ 10,000 as extinguishment of debt in its statements of operations for the nine months ended September 30, 2021. The Company recorded $ 30,000 as debt discount on note payable and amortized it to interest expense since the Note was converted into common stock of the Company immediately. The Company amortized the discount to interest expense of $ 0 and $ 0 for the three months ended September 30, 2021 and 2020, and $ 30,000 and $ 1,019 for the nine months ended September 30, 2021 and 2020, respectively. The unamortized discount was $ 0 and $ 0 at September 30, 2021 and December 31, 2020, respectively. In addition, the Company recorded interest expense of $ 0 and $ 1,815 for the three months ended September 30, 2021 and 2020, and $ 460 and $ 6,685 for the nine months ended September 30, 2021 and 2020, respectively. Accrued interest payable on Note C was $ 0 and $ 6,050 at September 30, 2021 and December 31, 2020, respectively. On January 28, 2021, the noteholder of Note C converted the principal balance of $ 40,000 of its convertible promissory note and $ 6,510 of accrued interest, into 4,650,978 shares of common stock of the Company (Note 9). The principal balance payable on Note C amounted to $ 0 and $ 50,000 on September 30, 2021 and December 31, 2020, respectively. 17 D. March 2019 Convertible Note and Warrants (“Note D”) On January 28, 2021, the noteholder of Note D agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to March 1, 2022 in exchange for the reduction of the conversion price to $ 0.01 per share, and all prior Events of Default (as defined in the Note D) including penalties of $10,000 were waived, and all future Events of Default (as defined in the Note D) pertaining to the future payment of interest were waived through maturity. The Company recorded $ 10,000 as extinguishment of debt in its statements of operations for the nine months ended September 30, 2021. The Company recorded $ 30,000 as the beneficial conversion feature discount on note payable of $ 50,000 on January 28, 2021. The Company amortized the beneficial conversion feature discount to interest expense of $ 6,952 and $ 0 for the three months ended September 30, 2021 and 2020, and $ 18,514 and $ 1,019 for the nine months ended September 30, 2021 and 2020, respectively. The unamortized discount was $ 11,486 and $ 0 at September 30, 2021 and December 31, 2020, respectively. In addition, the Company recorded interest expense of $ 1,512 and $ 1,815 for the three months ended September 30, 2021 and 2020, and $ 4,603 and $ 5,255 for the nine months ended September 30, 2021 and 2020, respectively. Accrued interest payable on Note D was $ 13,185 and $ 6,768 as of September 30, 2021 and December 31, 2020, respectively. The principal balance payable on Note D amounted to $ 50,000 and $ 60,000 on September 30, 2021 and December 31, 2020, respectively. E. August 2019 Convertible Note and Warrants (“Note E”) On August 2, 2021, the noteholder of Note E agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to August 2, 2022. All other terms and conditions of the Note E remain the same. The Company amortized the debt discount on Note E to interest expense of $ 5,855 and $ 13,207 for the three months ended September 30, 2021 and 2020, and $ 34,104 and $ 39,335 for the nine months ended September 30, 2021 and 2020, respectively. The unamortized discount was $ 0 and $ 34,104 at September 30, 2021 and December 31, 2020, respectively. The Company recorded interest expense of $ 3,781 and $ 3,781 on Note E for the three months ended September 30, 2021 and 2020, and $ 11,219 and $ 11,260 for the nine months ended September 30, 2021 and 2020, respectively. Accrued interest payable on Note E was $ 29,909 and $ 18,690 as of September 30, 2021 and December 31, 2020, respectively. The principal balance payable on Note E amounted to $ 125,000 and $ 125,000 on September 30, 2021 and December 31, 2020, respectively. The maturity date of the Note E is August 2, 2022 . F. July 2020 Equity Financing Arrangement (“Note F”) On February 1, 2021, the noteholder of Note F converted the principal balance of $ 66,833 of its convertible promissory note and $ 5,177 of accrued interest into 7,200,000 shares of common stock of the Company (Note 9). The Company recorded interest expense of $ 836 and $ 1,726 for the three months ended September 30, 2021 and 2020, and $ 3,067 and $ 1,726 for the nine months ended September 30, 2021 and 2020, respectively. Accrued interest payable on Note F was $ 876 and $ 2,986 as of September 30, 2021 and December 31, 2020, respectively. The principal balance payable on Note F amounted to $ 33,167 and $ 100,000 on September 30, 2021 and December 31, 2020, respectively. The noteholder of Note F agreed to extend the maturity date of the note from April 29, 2021 to October 29, 2021 (Note 10). G . July 2020 Equity Financing Arrangement (“Note G”) In connection with entering into the Equity Financing Agreement, on July 29, 2020, the Company issued to the investor a Convertible Promissory Note in the principal amount of $ 75,000 (“ Note G ”). No proceeds were received for this note as it was issued to offset future transaction costs related to any future issuances of equity under the agreement. As a result, the amount has been capitalized as deferred offering costs in the accompanying balance sheet and will be offset against any future proceeds received under the agreement. The Company recorded interest expense of $ 1,890 and $ 1,295 for the three months ended September 30, 2021 and 2020, and $ 5,610 and $ 1,295 for the nine months ended September 30, 2021 and 2020, respectively. Accrued interest amounted to $ 7,849 and $ 5,240 at September 30, 2021 and December 31, 2020, respectively. The principal balance payable of Note G amounted to $ 75,000 at September 30, 2021 and December 31, 2020, respectively. The noteholder of Note G agreed to extend the maturity date of the note from April 29, 2021 to October 29, 2021 (Note 10). 18 NOTE 6 - EARNINGS (LOSS) PER SHARE The following table sets forth the computation of basic and diluted net loss per share of common stock for the three months and nine months ended September 30, 2021 and 2020: Schedule of earnings per share Three Months ended September 30, 2021 2020 Net loss attributable to common stockholders (basic) $ ( 331,433 ) $ ( 329,866 ) Shares used to compute net loss per common share, basic and diluted 209,650,048 98,736,959 Net loss per share attributable to common stockholders, basic and diluted $ ( 0.00 ) $ ( 0.00 ) Nine Months ended September 30, 2021 2020 Net loss attributable to common stockholders (basic) $ ( 818,211 ) $ ( 1,504,004 ) Shares used to compute net loss per common share, basic and diluted 188,036,903 99,156,375 Net loss per share attributable to common stockholders, basic and diluted $ ( 0.00 ) $ ( 0.02 ) Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares and common share equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities which include stock options, convertible debt, convertible preferred stock and common stock warrants have been excluded from the computation of diluted net loss per share as they would be anti-dilutive. For all periods presented, there is no difference in the number of shares used to compute basic and diluted shares outstanding due to the Company’s net loss position. The following outstanding common stock equivalents have been excluded from diluted net loss per common share for the nine months ended September 30, 2021 and 2020, respectively, because their inclusion would be anti-dilutive: Schedule of anti-dilutive shares As of September 30, 2021 2020 Warrants to purchase common stock 2,868,397 2,868,397 Potentially issuable shares related to convertible notes payable 322,132,917 276,882,256 Potentially issuable vested shares to directors and officers – 2,869,000 Potentially issuable unvested shares to officers 1,200,000 4,400,000 Potentially issuable vested shares to a consultant 150,000 – Total anti-dilutive common stock equivalents 326,351,314 287,019,653 19 NOTE 7 - PAYCHECK PROTECTION PROGRAM LOAN The Company applied for and received funding from the Payroll Protection Program (the “ PPP Loan ”) in the amount of $ 36,700 under the Coronavirus Aid, Relief and Economic Security Act (the “ CARES Act ”). The PPP Loan matures on April 23, 2022 and bears interest at a rate of 1.0 % per annum. Monthly amortized principal and interest payments are deferred for six months after the date of disbursement (subject to further deferral pursuant to the terms of the Paycheck Protection Flexibility Act of 2020). The Promissory Note contains events of default and other provisions customary for a loan of this type. The Paycheck Protection Program provides that the use of PPP Loan amount shall be limited to certain qualifying expenses and may be partially or wholly forgiven in accordance with the requirements set forth in the CARES Act. The Company recorded the PPP Loan of $ 36,700 as a liability on its Balance Sheet at September 30, 2021 and December 31, 2020, respectively. Supplemental Target Advance On July 7, 2021 and July 8, 2021, a commercial bank granted to the Company two payments of $5,000 each, under the authority and regulations of the U. S. Small Business Administration Supplemental Target Advance of the Coronavirus Aid, Relief, and Economic Security Act (The “CARES Act”). Such advances amounted to $10,000 and does not need to be repaid. The Company recorded $ 10,000 as other income in its statements of operations for the three months ended September 30, 2021. NOTE 8 - RELATED PARTIES At September 30, 2021 and December 31, 2020, respectively, the amount due to two stockholders was $ 1,000 relating to depositing funds for opening bank accounts for the Company. The Company executed an operating lease to rent its current office facility from a stockholder on a month-to-month basis at a monthly rent of $250 starting January 1, 2020. The Company recorded rent expense of $ 750 and $ 750 for the three months ended September 30, 2021 and 2020, and $ 2,250 and $ 2,250 for the nine months ended September 30, 2021 and 2020, respectively. The Company has recorded $ 750 and $ 18,000 of rent payable to the stockholder in accounts payable as of September 30, 2021 and December 31, 2020, respectively. The Company awarded shares payable to officers and a director valued at $ 60,060 and $ 183,219 for the three months ended September 30, 2021 and 2020, and $ 349,657 and $ 545,673 for the nine months ended September 30, 2021 and 2020, respectively, pursuant to the terms of an exchange agreement (Note 4). Shares payable as compensation to officers and a director amounted to $ 361,800 and $ 730,836 at September 30, 2021 and December 31, 2020, respectively. Shares payable compensation of $ 702,986 was converted into 2,343,288 shares of common stock for the nine months ended September 30, 2021 (Note 9). NOTE 9 - STOCKHOLDERS' EQUITY On January 4, 2021, pursuant to the authorization and approval previously provided by the stockholders, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada to increase its authorized shares of common stock, $ 0.001 par value per share, from 190,000,000 shares to 1,000,000,000 shares, which filing became effective on January 18, 2021. The Company has authorized 10,000,000 shares of $ 0.001 par value preferred stock. Common Stock Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available, therefore. In the event of liquidation, dissolution, or winding up of the Company, the holders of common stock are entitled to share pro rata in all assets remaining after payment in full of all liabilities. All of the outstanding shares of common stock are fully paid and non-assessable. Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock. 20 On January 28, 2021, the noteholder of Note C converted the principal balance of $ 40,000 of its convertible promissory note and $ 6,510 of accrued interest, into 4,650,978 shares of common stock of the Company (Note 5). On February 1, 2021, the noteholder of Note F converted the principal balance of $ 66,833 of its convertible promissory note and $ 5,177 of accrued interest into 7,200,000 shares of common stock of the Company (Note 5). On February 4, 2021, the noteholder of Note A converted the principal balance of $ 50,000 of its convertible promissory note into 5,000,000 shares of common stock of the Company (Note 5). On February 24, 2021, the Company entered into a Common Stock Purchase Agreement with an investor pursuant to which the investor agreed to purchase up to $ 5,000,000 of the Company’s registered common stock at $ 0.015 per share. Pursuant to the Agreement, purchases may be made by the Company during the Commitment Period (as defined in the Agreement) through the submission of a purchase notice to the investor no sooner than ten business days after the preceding closing. No purchase notice can be made in an amount less than $10,000 or greater than $500,000 or greater than two times the average of the daily trading dollar volume for the Company’s common stock during the ten business days preceding the purchase date. Each purchase notice is limited to the investor beneficially owning no more than 4.99% of the total outstanding common stock of the Company at any given time. There are certain conditions precedent to each purchase including, among others, an effective registration statement in place and the VWAP of the closing price of the Company’s common stock greater than $0.0175 for the Company's common stock during the five business days prior to the closing. On February 26, 2021, March 16, 2021, April 14, 2021 and August 3, 2021, the investor purchased 8,000,000 shares, 8,400,000 shares, 8,900,000 shares and 10,200,000 shares of common stock for a cash consideration of $ 120,000 , $ 126,000 , $ 133,500 , and $ 153,000 , respectively. On April 1, 2021, the Company’s Chief Technology Officer resigned from his employment with the Company. In settlement of the Company’s total obligations with the officer upon separation, the Company issued 843,288 shares of its common stock valued at $ 252,986 as award shares payable pursuant to the Stock Incentive Plan for services performed (Note 8). On April 15, 2021, the noteholder of Note A converted the principal balance of $ 75,000 of its convertible promissory note into 7,500,000 shares of common stock of the Company (Note 5). On May 20, 2021, the Company issued to a consultant for services rendered, pursuant to a consulting agreement, 500,000 shares of common stock valued at the fair market price on the date of issuance of $ 7,800 . On May 20, 2021, the Company issued to a consultant for services, pursuant to a consulting agreement, 50,000 shares of common stock valued at the fair market price on the date of issuance of $ 900 . On June 15, 2021, the Company issued 1,500,000 shares of common stock valued at $ 450,000 to Company’s Chief Executive Officer in satisfaction of accrued shares payable compensation (Note 8). On July 28, 2021, the noteholder of Note A converted the principal balance of $ 80,000 of its convertible promissory note into 8,000,000 shares of common stock (Note 5). As a result of all common stock issuances, the Company recorded 215,854,396 shares and 145,110,130 shares of common stock issued and outstanding at September 30, 2021 and December 31, 2020, respectively. 21 Stock Incentive Plans On December 14, 2017, the Board of Directors of the Company approved the 2017 Stock Incentive Plan (the “ 2017 Plan ”). Awards may be made under the 2017 Plan for up to 4,500,000 shares of common stock of the Company. All of the Company’s employees, officers and directors, as well as consultants and advisors to the Company are eligible to be granted awards under the 2017 Plan. No awards can be granted under the 2017 Plan after the expiration of 10 years from the plan approval but awards previously granted may extend beyond that date. Awards may consist of both incentive and non-statutory options, restricted stock units, stock appreciation rights, and restricted stock awards. On March 11, 2019, the Board of Directors of the Company approved the 2019 Stock Incentive Plan (the “ Plan ”). Awards may be made under the Plan for up to 5,000,000 shares of common stock of the Company. All of the Company’s employees, officers and directors, as well as consultants and advisors to the Company are eligible to be granted awards under the Plan. No awards can be granted under the Plan after the expiration of 10 years from the plan approval but awards previously granted may extend beyond that date. Awards may consist of both incentive and non-statutory options, restricted stock units, stock appreciation rights, and restricted stock awards. Shares earned and issued related to the consulting agreements are issued under the 2017 Stock Incentive Plan and the 2019 Stock Incentive Plan (Note 4). Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as defined in the agreement) or the listing of the Company’s common stock on a senior exchange. A summary of the status of the Company’s non-vested shares as of September 30, 2021 and 2020, and changes during the nine months period then ended, is presented below: Summary of non-vested shares Non-vested Shares of Common Stock Weighted Average Fair Value Balance at December 31, 2019 6,000,000 $ 0.30 Awarded – – Vested ( 1,600,000 ) $ 0.30 Forfeited – – Balance at September 30, 2020 4,400,000 $ 0.30 Balance at December 31, 2020 3,600,000 $ 0.30 Awarded – – Vested ( 3,600,000 ) $ 0.30 Forfeited – – Balance at September 30, 2021 – $ 0.30 Preferred Stock Series A Supervoting Convertible Preferred Stock On July 2, 2020, the Board of Directors of the Company authorized the issuance of 15,600 shares of preferred stock, $ 0.001 par value per share, designated as Series A Supervoting Convertible Preferred Stock. Dividends: Initially, there will be no dividends due or payable on the Series A Supervoting Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Company’s Articles of Incorporation. 22 Liquidation and Redemption Rights: Upon the occurrence of a Liquidation Event (as defined on the Certificate of Designation), the holders of Series A Supervoting Preferred Stock are entitled to receive net assets on a pro-rata basis. Each holder of Series A Supervoting Preferred Stock is entitled to receive ratably any dividends declared by the Board, if any, out of funds legally available for the payment of dividends. Liquidation Event means (i) the liquidation, dissolution or winding-up, whether voluntary or involuntary, of the corporation, (ii) the purchase or redemption by the corporation of the shares of any class of stock or the merger or consolidation of the corporation with or into any other corporation or corporations, or (iii) the sale, license or lease of all or substantially all, or any material part of, the Company’s assets. Conversion: Each holder of Series A Supervoting Preferred Stock may voluntarily convert its shares into shares of common stock of the Corporation at a rate of 1:100 (as may be adjusted for any combinations or splits with respect to such shares). Rank: All shares of the Series A Supervoting Preferred Stock shall rank senior to the Company’s (A) common stock, par value $0.001 per share, and any other class or series of capital stock of the Company hereafter created. Voting Rights: A. If at least one share of Series A Super Voting Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Super Voting Preferred Stock at any given time, regardless of their number, shall have voting rights equal to 20 times the sum of: i) the total number of shares of Common stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of all Series of Preferred stocks which are issued and outstanding at the time of voting. B. Each individual share of Series A Super Voting Preferred Stock shall have the voting rights equal to: twenty times the sum of: {all shares of Common stock issued and outstanding at the time of voting + all shares of Series A and any newly designated Preferred stock issued and outstanding at the time of voting} Divided by: the number of shares of Series A Super Voting Preferred Stock issued and outstanding at the time of voting With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series A Super Voting Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Articles of Incorporation or Bylaws. The Company did not issue any Series A Supervoting Convertible Preferred Stock during the nine months ended September 30, 2021. The Company had 25,845 shares of Series A Supervoting Convertible Preferred Stock issued and outstanding at September 30, 2021 and December 31, 2020, respectively. Series B Convertible Preferred Stock Equity Financing On November 16, 2020, the Board of Directors of the Company authorized the issuance of up to 600 shares of preferred stock, $ 0.001 par value per share, designated as Series B Convertible Preferred Stock. Each share of Preferred Stock has a par value of $0.001 per share and a stated value of $ 1,200 , subject to increase set forth in the Certificate of Designation. 23 Dividends: Each share of Series B Convertible Preferred Stock shall be entitled to receive, and the Company shall pay, cumulative dividends of 12% per annum, payable quarterly, beginning on the Original Issuance Date (as defined in the Certificate of Designation) and ending on the date that such share of Series B Convertible Preferred Share has been converted or redeemed (the “ Dividend End Date ”). Dividends may be paid in cash or in shares of Series B Convertible Preferred Stock. From and after the initial Closing Date (as defined in the Certificate of Designation), in addition to the payment of dividends pursuant to Section 2(a), each Holder shall be entitled to receive, and the Company shall pay, dividends on shares of Series B Convertible Preferred Stock equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. The Company shall pay no dividends on shares of the common stock unless it simultaneously complies with the previous sentence. Voting Rights: The Series B Convertible Preferred Stock will vote together with the common stock on an as converted basis subject to the Beneficial Ownership Limitations (as defined in the Certificate of Designation and not in excess of 4.99% conversion limitation). However, as long as any shares of Series B Convertible Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series B Convertible Preferred Stock directly and/or indirectly (a) alter or change adversely the powers, preferences or rights given to the Series B Convertible Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to redemption or distribution of assets upon a Liquidation (as defined in of the Certificate of Designation) senior to, or otherwise pari passu with, the Series B Convertible Preferred Stock or, authorize or create any class of stock ranking as to dividends senior to, or otherwise pari passu with, the Series B Convertible Preferred Stock, (c) amend its Articles of Incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (d) increase the number of authorized shares of Series B Convertible Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing. Liquidation: Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “ Liquidation ”), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated Value (as defined in the Certificate of Designation), plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon under this Certificate of Designation, for each share of Series B Convertible Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. Conversion: Each share of Series B Convertible Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date (as defined in the Certificate of Designation) at the option of the Holder thereof, into that number of shares of common stock (subject to the limitations) determined by dividing the Stated Value of such share of Series B Convertible Preferred Stock by the Conversion Price. The Conversion Price for the Series B Convertible Preferred Stock shall be the amount equal to the lowest traded price for the Company’s common stock for the fifteen (15) Trading Days immediately preceding the date of such conversion. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the common stock during such measuring period. Following an event of default, the Conversion price shall equal the lower of : (a) the then applicable Conversion Price; or (b) a price per share equaling 80% of the lowest traded price for the Company’s common stock during the ten (10) trading days preceding the relevant Conversion. Redemption: The Series B Convertible Preferred Stock may be redeemed by payment of the stated value thereof, with the following premiums based on the time of the redemption. · 115% of the stated value if the redemption takes place within 90 days of issuance; · 120% of the stated value if the redemption takes place after 90 days and within 120 days of issuance · 125% of the stated value if the redemption takes place after 120 days and within 180 days of issuance; and · each share of Preferred Stock is redeemed one year from the day of issuance 24 On November 19, 2020, pursuant to the terms of a Securities Purchase Agreement dated November 16, 2020 (the “ SPA ”), the Company entered into a new preferred equity financing agreement with GHS Investments, LLC (“ GHS ”) in the amount of up to $600,000. The SPA provides for GHS’s purchase, from time to time, of up to 600 shares of the newly-designated Series B Convertible Preferred Stock. The initial closing under the SPA consisted of 45 shares of Series B Convertible Preferred Stock, stated value $1,200 per share, issued to GHS for an initial purchase price of $45,000, or $1,000 per share. At the Company’s option, and subject to the terms of the SPA and the Certificate of Designation for the Series B Convertible Preferred Stock (the “ COD ”), additional closings in the amount of 40 shares of Series B Convertible Preferred Stock for a total purchase price of $40,000 may take place at a rate of up to once every 30 days. In connection with the initial closing in the amount of 45 shares of Series B Convertible Preferred Stock, the Company issued an additional 25 shares of Series B Convertible Preferred Stock to GHS as a service fee. The Company’s ability to conduct additional closings under the SPA is subject to certain conditions, including the following: · The Company’s continued compliance with all covenants and agreements under the SPA and the COD, with no uncured defaults under the Company’s agreements with GHS; · The continued quotation of the Company’s common stock on the over-the-counter market or another trading market or exchange; · The average daily dollar trading volume for the Company’s common stock for the 30 trading days preceding each additional closing must be at least $10,000 per day; and · The closing market price for the Company’s common stock must be at least $0.01 for each of the 30 trading days preceding each additional closing. No additional closings may take place after the two-year anniversary of the SPA, or once the entire $600,000 amount has been funded. If the average daily dollar trading volume for the Company’s common stock for the 30 trading days preceding a particular additional closing is at least $50,000 per day, the Company may, at its option, increase the amount of that additional closing to 75 shares of Series B Convertible Preferred Stock ($75,000). The Series B Convertible Preferred Stock is classified as temporary equity, as it is convertible upon issuance at an amount equal to the lowest traded price for the Company’s common stock for the fifteen trading days immediately preceding the date of conversion. Based on the requirements of ASC 815, Derivatives and Hedging , the conversion feature represents an embedded derivative that is required to be bifurcated and accounted for as a separate derivative liability. The derivative liability is originally recorded at its estimated fair value and is required to be revalued at each conversion event and reporting period. Changes in the derivative liability fair value are reported in operating results each reporting period. On November 19, 2020 (the date of receipt of cash proceeds of $45,000 issuance), the Company valued the conversion feature of the derivative and recorded an initial derivative liability of $ 103,267 , $ 58,267 as day one loss on the derivative, $39,000 as interest expense, and $ 39,000 as Series B Convertible Preferred Stock mezzanine liability, and $ 84,000 as amortization. The Company recalculated the value of the derivative liability associated with the convertible note and recorded a loss of $ 7,755 and a gain of $ 79,211 for the three months and nine months ended September 30, 2021 in connection with the change in fair market value of the derivative liability. In addition, the Company recorded $ 2,541 and $ 7,539 as preferred stock dividend for the three months and nine months ended September 30, 2021 payable to GHS. On November 19, 2020, at December 31, 2020, March 31, 2021, June 30, 2021, and September 30, 2021, the Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $ 0.0051 to $ 0.0141 , the closing stock price of the Company's common stock on the date of valuation ranging from $ 0.0083 to $ 0.0184 , an expected dividend yield of 0 %, expected volatility ranging from 200.59 % to 440.99 %, risk-free interest rates ranging from 0.07 % to 0.39 %, and an expected term of 0.63 years to 1.38 years. 25 On December 16, 2020, pursuant to the terms of the SPA, GHS purchased an additional 85 shares of Series B Convertible Preferred Stock for gross proceeds of $ 85,000 . The Company paid $1,700 in selling commissions to complete this financing. On December 16, 2020 (the date of receipt of cash proceeds of $85,000 issuance), the Company valued the conversion feature of the derivative and recorded an initial derivative liability of $ 106,241 , $ 1,700 as interest expense, $102,000 as Series B Convertible Preferred Stock a mezzanine liability, and $102,000 as amortization. The Company recalculated the value of the derivative liability associated with the convertible note and recorded a loss of $10,348 and $26,350 for the three months and nine months ended September 30, 2021 in connection with the change in fair market value of the derivative liability. In addition, the Company recorded $3,085 and $9,155 as preferred stock dividend for the three months and nine months ended September 30, 2021 payable to GHS. On December 16, 2020, December 31, 2020, March 31, 2021, June 30, 2021 and September 30, 2021, the Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $ 0.0060 to $ 0.0141 , the closing stock price of the Company's common stock on the date of valuation ranging from $ 0.0063 to $ 0.0184 , an expected dividend yield of 0 %, expected volatility ranging from 200.59 % to 437.59 %, risk-free interest rates ranging from 0.07 % to 0.39 % , and an expected term of 0.96 years to 1.50 years. As a result of receipt of cash proceeds relating to Series B Convertible Preferred Stock, the Company recorded derivative liability of $ 143,224 and $ 315,782 at September 30, 2021 and December 31, 2020, respectively. In addition, preferred stock dividend payable was $ 18,357 and $ 1,653 at September 30, 2021 and December 31, 2020, respectively. Warrants A summary of the status of the Company’s warrants as of September 30, 2021 and December 31, 2020, and changes during the three months then ended, is presented below: Summary of warrant activity Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding at December 31, 2019 1,627,532 $ 0.21 4.5 Years Issued 43,082,532 0.01 4.4 Years Exercised – – Expired/Forfeited ( 41,666,667 ) – Outstanding at September 30, 2020 3,043,397 $ 0.012292 4.0 Years Outstanding at December 31, 2020 – – Issued 2,868,397 $ 0.00084 3.4 Years Exercised – – Expired/Forfeited – – Outstanding at September 30, 2021 2,868,397 $ 0.00084 2.7 Years NOTE 10 - SUBSEQUENT EVENTS Management has evaluated subsequent events through the date of this Report, the date the financial statements were available to be issued, noting the following items that would impact the accounting for events or transactions in the current period or require additional disclosure. On October 1, 2021, the Consulting Agreement, as amended, with the Company’s COO terminated by its terms (Note 4). On November 3, 2021, the Company received a notification from Small Business Administration forgiving the principal amount loan of $36,700 provided to the Company under the CARES Act on April 16, 2020. On November 4, 2021, the noteholder of Note F and Note G further agreed to extend the maturity date of the Note F and Note G from October 29, 2021 to April 29, 2022 in exchange of receiving 1,250,000 shares of common stock as commitment fee for extending the maturity dates of both Note F and Note G, respectively (Note 5). 26 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations This Management’s Discussion and Analysis of Financial Condition and Results of Operations contain certain forward-looking statements. Historical results may not indicate future performance. Our forward-looking statements reflect our current views about future events; are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2020. We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements Basis of Presentation The unaudited condensed consolidated financial information presented below and the following Management Discussion and Analysis of the Consolidated Financial Condition, Results of Operations, Stockholders’ Equity and Cash Flow for the quarterly periods ended September 30, 2021 and 2020 gives effect to our acquisition of OXYS Corporation (“ OXYS ”) on July 28, 2017. In accordance with the accounting reporting requirements for the recapitalization related to the “reverse merger” of OXYS, the financial statements for OXYS have been adjusted to reflect the change in the shares outstanding and the par value of the common stock of OXYS. Additionally, all intercompany transactions between the Company and OXYS have been eliminated. Forward-Looking Statements Statements in this management’s discussion and analysis of financial condition and results of operations contain certain forward-looking statements. To the extent that such statements are not recitations of historical fact, such statements constitute forward looking statements which, by definition involve risks and uncertainties. Where in any forward-looking statements, if we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished. Factors that may cause differences between actual results and those contemplated by forward-looking statements include those discussed in “Risk Factors” found in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the U.S. Securities and Exchange Commission (the “ SEC ”) on April 6, 2021, and are not limited to the following: · the unprecedented impact of COVID-19 pandemic on our business, customers, employees, subcontractors and supply chain, consultants, service providers, stockholders, investors and other stakeholders; · general market and economic conditions; · our ability to maintain and grow our business with our current customers; · our ability to meet the volume and service requirements of our customers; · industry consolidation, including acquisitions by us or our competitors; · capacity utilization and the efficiency of manufacturing operations; · success in developing new products; · timing of our new product introductions; · new product introductions by competitors; · the ability of competitors to more fully leverage low-cost geographies for manufacturing or distribution; · product pricing, including the impact of currency exchange rates; · effectiveness of sales and marketing resources and strategies; · adequate manufacturing capacity and supply of components and materials; · strategic relationships with our suppliers; · product quality and performance; · protection of our products and brand by effective use of intellectual property laws; · the financial strength of our competitors; · the outcome of any future litigation or commercial dispute; · barriers to entry imposed by competitors with significant market power in new markets; · government actions throughout the world; and · our ability to service secured debt, when due. 27 You should not rely on forward-looking statements in this document. This management’s discussion contains forward looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these statements, which apply only as of the date of this document. Our actual results could differ materially from those anticipated in these forward-looking statements. Critical Accounting Policies The following discussions are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. These financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingencies. We continually evaluate the accounting policies and estimates used to prepare the financial statements. We base our estimates on historical experiences and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Trends and Uncertainties On July 28, 2017, we closed the reverse acquisition transaction under the Securities Exchange Agreement dated March 16, 2017, as reported in our Current Report on Form 8-K filed with the Commission on August 3, 2017. Following the closing, our business has been that of OXYS, Inc. and HereLab, Inc., our wholly-owned subsidiaries. Our operations have varied significantly following the closing since, prior to that time, we were an inactive shell company. Impact of COVID-19 During the year 2020, the effects of a new coronavirus (“ COVID-19 ”) and related actions to attempt to control its spread began to impact our business. The impact of COVID-19 on our operating results for the nine months ended September 30, 2021 limited our ability to obtain new business, in all material respects, due to the government mandated numerous measures, including closures of businesses, limitations on movements of individuals and goods, and the imposition of other restrictive measures, in its efforts to mitigate the spread of COVID-19 within the country. On March 11, 2020, the World Health Organization designated COVID-19 as a global pandemic. Governments around the world have mandated, and continue to introduce, orders to slow the transmission of the virus, including but not limited to shelter-in-place orders, quarantines, significant restrictions on travel, as well as work restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic effects of the pandemic has introduced significant volatility in the financial markets. Historical Background We were incorporated in the State of New Jersey on October 1, 2003 under the name of Creative Beauty Supply of New Jersey Corporation, and subsequently changed our name to Gotham Capital Holdings, Inc. on May 18, 2015. We commenced operations in the beauty supply industry as of January 1, 2004. On November 30, 2007, our Board of Directors approved a plan to dispose of our wholesale and retail beauty supply business. From January 1, 2009 until July 28, 2017, we had no operations and were a shell company. On March 16, 2017, our Board of Directors adopted resolutions, which were approved by shareholders holding a majority of our outstanding shares, to change our name to “IIOT-OXYS, Inc.”, to authorize a change of domicile from New Jersey to Nevada, to authorize a 2017 Stock Awards Plan, and to approve the Securities Exchange Agreement (the “ OXYS SEA ”) between the Company and OXYS Corporation (“ OXYS ”), a Nevada corporation incorporated on August 4, 2016. 28 Under the terms of the OXYS SEA we acquired 100% of the issued voting shares of OXYS in exchange for 34,687,244 shares of our Common Stock. We also cancelled 1,500,000 outstanding shares of our Common Stock and changed our management to Mr. DiBiase who also served in management of OXYS. Also, one of our principal shareholders entered into a consulting agreement with OXYS to provide consulting services during the transition. The OXYS SEA was effective on July 28, 2017, and our name was changed to “IIOT-OXYS, Inc.” at that time. Effective October 26, 2017, our domicile was changed from New Jersey to Nevada. On December 14, 2017, we entered into a Share Exchange Agreement (the “ HereLab SEA ”) with HereLab, Inc., a Delaware corporation (“ HereLab ”), and HereLab’s two shareholders pursuant to which we would acquire all the issued and outstanding shares of HereLab in exchange for the issuance of 1,650,000 shares of our Common Stock, on a pro rata basis, to HereLab’s two shareholders. The closing of the transaction occurred on January 11, 2018 and HereLab became our wholly-owned subsidiary. At the present time, we have two, wholly-owned subsidiaries which are OXYS Corporation and HereLab, Inc., through which our operations are conducted. General Overview IIOT-OXYS, Inc., a Nevada corporation (the “ Company ”), and OXYS, were originally established for the purposes of designing, building, testing, and selling Edge Computing systems for the Industrial Internet. Both companies were, and presently are, early-stage technology startups that are largely pre-revenue in their development phase. HereLab is also an early-stage technology development company. We received our first revenues in the last quarter of 2017, continued to realize revenues until 2020 when the pandemic hit, and we have failed to realize revenues through 2021. We develop hardware, software and algorithms that monitor, measure and predict conditions for energy, structural, agricultural and medical applications. We use domain-specific Artificial Intelligence to solve industrial and environmental challenges. Our engineered solutions focus on common sense approaches to machine learning, algorithm development and hardware and software products. Our customers have issues and they need improvements. We design a system of hardware and software, assemble, install, monitor data and apply our algorithms to help provide the customer insights. We use off the shelf components, with reconfigurable hardware architecture that adapts to a wide range of customer needs and applications. We use open-source software tools, while still creating proprietary content for customers, thereby reducing software development time and cost. The software works with the hardware to collect data from the equipment or structure that is being monitored. We focus on developing insights. We develop algorithms that help our customers create insights from vast data streams. The data collected is analyzed and reports are created for the customer. From these insights, the customer can act to improve their process, product or structure. Results of Operations for the Three Months Ended September 30, 2021 compared to the Three Months Ended September 30, 2020 For the three months ended September 30, 2021, we recorded revenues of $5,280 by providing professional engineering services to a customer, and incurred cost of sales of $1,785. We incurred professional fees of $88,421, interest expense of $100,701, payroll expense of $112,541, amortization of intangible assets of $12,477, and other general and administrative expenses (“ G&A ”) of $7,569. We recorded a loss of $18,103 due to change in the fair market value of derivative liability, $5,626 preferred stock dividend, and recorded $10,000 as other income for the EIDL Supplemental advance received under the CARES Act from Small Business Administration. As a result, we incurred a net loss of $331,433 for the three months ended September 30, 2021. Comparatively, for the three months ended September 30, 2020, we recorded revenues of $0 and incurred related cost of sales of $0. We incurred professional fees of $240,919, interest expense of $72,681, amortization of intangible assets of $12,477, G&A expenses of $11,121, patent license fees of $1,644, and a gain due to change in fair market value of derivative liability of $25,181, loss on extinguishment of debt of $16,205. As a result, we incurred a net loss of $329,866 for the three months ended September 30, 2020. 29 Results of Operations for the Nine Months Ended September 30, 2021 compared to the Nine Months Ended September 30, 2020 For the nine months ended September 30, 2021, we earned $5,280 in revenues and $1,275 in cost of sales. We incurred professional fees of $464,917, payroll expense of $250,820, interest expense of $333,039, payroll expense of $250,820, amortization of intangible assets of $37,295, and G&A expenses of $22,009. We recorded a gain on extinguishment of debt of $120,000, preferred stock dividend of $16,694, and a gain due to change in the fair market value of derivative liability of $172,558. As a result, we incurred a net loss of $818,211 for the nine months ended September 30, 2021. Comparatively, for the nine months ended September 30, 2020, we earned revenues of $41,771 and incurred related cost of sales of $21,121. We incurred professional fees of $672,256, interest expense of $640,404, amortization of intangible assets of $37,159, patent license fees of $4,932, and G&A expense of $40,056. We recorded a loss due to change in the fair market value of derivative liability of $114,051, loss on extinguishment of debt of $16,205, partially offset by miscellaneous income of $409. As a result, we incurred a net loss of $1,504,004 for the nine months ended September 30, 2020. Year over Year (YoY) revenue for the three months ended September 30, 2021 was more than in same period of 2020. While customer acquisition times continue to be longer than anticipated, we accrued revenue for the first time in the past four quarters. Our Annual Report on Form 10-K for the year ended December 31, 2020 disclosed risks of ongoing concerns, and those concerns still exist. Our achievements, to date, bolster our optimism for future growth. Year to Date, in 2021 · We generated revenue during Q3 by sub-contracting to our partner Aingura IIoT, S.L. on recent projects they were awarded, several of which were the direct or indirect result of our partnership. We expect additional sub-contracts in future quarters. · We have entered into a total of six NDAs with potential customers; two New England Biotech companies, two Medical Device Component Manufacturers, one Biomedical company, and one South American Structural Health Monitoring company. The signing of an NDA is the first step in our collaboration with our customers. We expect these agreements to lead to new business in due time. · We have entered into NDAs with two major New England Universities to pursue an NSF grant associated with our Structural Health Monitoring expertise. · We have secured significant funding, which has supported ongoing operations throughout 2021. · We named a new interim CTO, emphasizing our focus on the Artificial Intelligence (AI) and Machine Learning (ML) aspects of our business. The interim CTO successfully completed his term and will continue to provide technical guidance as Advisory Board Chairman. Our CEO, as part of his responsibilities, will assume the duties of CTO until we finalize a successor. · We have rebuilt our Advisory Board with two new members, our former CTO who will serve as a technical advisor and overall leader of the Advisory Board, and the second with a strong legal and business background. We believe the underlying strengths of the Company are still in place: an experienced leadership team; contributions of our former interim CTO (and now Advisory Board Chairman) leading our technology team; and strong execution on contracts to date. Those completed contracts to date have produced two successful pilot programs: one on manufacturing operations for our Fortune 500 Pharma customer, and a pilot with a full year of data collection and analysis on our structural health monitoring program for a New England state’s DOT. Our continued focus on high potential growth markets (specifically Biotech, Pharma, and Medical Device Operations, as well as Structural Health Monitoring), have yielded numerous prospects for future growth. Furthermore, the strength of our target market, the Industrial Internet of Things (IIoT), continues: Market research shows the worldwide IIoT market in 2021 was $76.7 billion USD and is projected to be $106.1 billion USD by 2026 (6.7% CAGR). 1 ___________________ 1 Industrial IoT Market Report, July 2021, MarketandMarkets Research Private Ltd. Industrial IoT Market Size, Share and Trends Forecast to 2026 | MarketsandMarkets™ 30 As anticipated, revenue has been generated in the last half of 2021, yielding YoY revenue growth that exceeds that for the same period of 2020. This is due to the hard work of the past year that has resulted in two successful pilots, in two of our key target industry verticals. We now have data and algorithms to build strong use cases and marketing collateral that can be leveraged to extend contracts with current customers and win additional contracts with new customers in all targeted industry segments. Also, the strength of the Aingura IIoT, S.G. collaboration agreement has bolstered financial stability, added talent breadth and depth, and complimentary industry segment experience. We previously announced our partner, Aingura IIoT, S.L., won an initial contract with ArcelorMittal, the largest steel manufacturer in North America, South America, and Europe and is further evidence of this collaboration’s value. Furthermore, the continued liquidity of our stock has attracted funding opportunities, and access to additional capital has and will enable funding of business development, staff augmentation, and inorganic growth opportunities. Combined with our underlying strengths: experienced leadership; savvy technological talent, and operational execution excellence; we believe future revenue growth is achievable. Liquidity and Capital Resources At September 30, 2021, we reported a cash balance of $103,013, which represents a $61 decrease from the $103,074 cash balance at December 31, 2020. This decrease in cash was primarily the result of cash used in operating activities of $521,911 offset by the cash proceeds received from sale of common stock of $521,850, net of commissions. At September 30, 2020, we reported a cash balance of $48,495, and recorded a cash increase of $24,283 for the nine months ended September 30, 2020. Operating Activities Net cash used in operating activities for the nine months ended September 30, 2021 was $521,911, primarily as a result of our net loss of $818,211, gain on extinguishment of debt of $120,000, amortization of debt discount on convertible notes payable of $269,734, amortization of intangible assets of $37,294, and change is operating assets and liabilities of $109,273 due to increase in accounts receivable of $5,280, increase in prepaid expense of $5,346, increase in accounts payable of $10,167, increase in accrued liabilities of $84,757, increase in shares payable to related parties of $333,950, offset by decrease in derivative liability of $172,558, and decrease in salaries payable to related parties of $136,417. Net cash used in operating activities for the nine months ended September 30, 2020 was $41,717, primarily as a result of our net loss of $1,504,004, loss on extinguishment of debt of $16,205, loss on issuance of default warrants of $163,433, increase in penalty due to penalty provisions of $146,250, increase in principal due to fees of $16,726, amortization of discount on notes payable of $90,149, amortization of intangible assets of $37,159, loss on change in FMV of derivative liability of $114,051, loss on derivative liability of $159,888, and change in operating assets and liabilities of $718,426 due to decrease in accounts receivable of $11,760, decrease in prepaid expense of $1,282, increase in accounts payable of $37,371, increase in accrued liabilities of $24,267, increase in deferred revenues of $46,425, increase in shares payable to related parties of $545,673 and increase in salaries payable to related parties of $51,648. Investing Activities Net cash used in investing activities for the nine months ended September 30, 2021 and 2020, was $0. Financing Activities Net cash provided by financing activities for the nine months ended September 30, 2021 was $521,850 consisting of cash proceeds from sale of common stock of $532,500, net of commissions paid of $10,650. Net cash provided by financing activities for the nine months ended September 30, 2020 was $66,000 consisting of cash received from Payroll Protection Program of $36,700, cash received from convertible note payable of $129,300, and cash paid for settlement of notes payable of $100,000. 31 The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, we have incurred losses from operations of $818,211 and $1,504,004 for the nine months ended September 30, 2021 and 2020, respectively, and have an accumulated deficiency which raises substantial doubt about our ability to continue as a going concern. Management believes we will continue to incur losses and negative cash flows from operating activities for the foreseeable future and will need additional equity or debt financing to sustain its operations until we can achieve profitability and positive cash flows. Management plans to seek additional debt and/or equity financing for us but cannot assure that such financing will be available on acceptable terms. At our current rate of expenditure, we anticipate that we will not be able to maintain our current operations for the next twelve months; however, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of equity securities. There is no assurance that we will be successful in raising this additional capital or in achieving profitable operations. Our continuation as a going concern is dependent upon our ability to ultimately attain profitable operations, generate sufficient cash flow to meet our obligations, and obtain additional financing as may be required. Our auditors have included a going concern qualification in their auditors’ report dated April 6, 2021. Such a going concern qualification may make it more difficult for us to raise funds when needed. The outcome of this uncertainty cannot be assured. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. There can be no assurance that management will be successful in implementing its business plan or that the successful implementation of such business plan will actually improve our operating results. Recently Issued Accounting Standards Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying financial statements. Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our consolidated financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity capital expenditures or capital resources. Emerging Growth Company We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Certain specified reduced reporting and other regulatory requirements that are available to public companies that are emerging growth companies. These provisions include: 1. an exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002; 2. an exemption from the adoption of new or revised financial accounting standards until they would apply to private companies; 3. an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about our audit and our financial statements; and 4. reduced disclosure about our executive compensation arrangements. 32 We have elected to take advantage of the exemption from the adoption of new or revised financial accounting standards until they would apply to private companies. As a result of this election, our financial statements may not be comparable to public companies required to adopt these new requirements. Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, the Company has elected not to provide the disclosure required by this item. Item 4. Controls and Procedures Disclosure Controls and Procedures We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and, as such, is accumulated and communicated to our Chief Executive Officer, Clifford L. Emmons, who serves as our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Mr. Emmons, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act. Based on his evaluation, Mr. Emmons concluded that our disclosure controls and procedures were not effective as of September 30, 2021. Changes in Internal Control Over Financial Reporting There has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our quarter ended September 30, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 33 PART II—OTHER INFORMATION Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Unregistered Sales of Equity Securities During the quarter ended September 30, 2021, a lender converted $80,000 in principal of their promissory note into 8,000,000 shares of our Common Stock. The securities were issued without registration under the Securities Act by reason of the exemption from registration afforded by the provisions of Section 4(a)(2) thereof, and Rule 506(b) promulgated thereunder, as a transaction by an issuer not involving any public offering. No selling commissions were paid in connection with the issuance of the securities. Use of Proceeds On February 11, 2021, our Registration Statement on Form S-1 (File No. 333-252-887) was declared effective by the U.S. Securities and Exchange Commission (the “ SEC ”) and the offering was commenced upon effectiveness and is still ongoing as all of the 44,500,000 (for gross proceeds of $667,500) offered shares have not been sold and the offering has not been terminated. During the quarter ended September 30, 2021, we sold a total of 10,200,000 shares of Common Stock for gross proceeds of $153,000. We paid $3,060 in fees to J.H. Darbie & Co., Inc. and received net proceeds of $149,940. The net proceeds were used as follows: for ongoing payroll and operating expense. Item 6. Exhibits SEC Ref. No. Title of Document 10.1* Amendment No. 1 to the 12% Secured Convertible Promissory Note dated effective August 2, 2021 with Vidhyadhar Mitta, 31.1* Rule 13a-14(a) Certification by Principal Executive and Financial Officer 32.1** Section 1350 Certification of Principal Executive and Financial Officer 101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101) *Filed with this Report. **Furnished with this Report. 34 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IIOT-OXYS, Inc. Date: November 15, 2021 By /s/ Clifford L. Emmons Clifford L. Emmons, Chief Executive Officer and Interim Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) 35