What changed in this filing

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Item 1. Financial Statements

2021-11-15 compared with 2021-08-13 · 588 added, 505 removed, 588 unchanged (65% of the section changed)

1 unchanged sentence

IIOT-OXYS, Inc.

and Subsidiaries

Condensed Consolidated Balance Sheets

June 30, 2021

Condensed Consolidated

Balance Sheets

September 30, 2021

December 31, 2020

1 unchanged sentence

Cash and cash equivalents

Accounts receivable, net

Prepaid expenses

6 unchanged sentences

Deferred revenue

Notes payable, current portion, net of debt discounts of $ 284,376 and $ 111,781 at June 30, 2021 and December 31, 2020, respectively

Notes payable, current portion, net of debt discounts of $ 202,048

and $ 111,781 at September 30, 2021 and December 31, 2020, respectively

Shares payable to related parties

2 unchanged sentences

Total Current Liabilities

PPP liability

Due to stockholders

1 unchanged sentence

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 June 30, 2021 and December 31, 2020, respectively.

Liquidation preference $ 186,000 as of June 30, 2021 and December 31, 2020, respectively

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

Stockholders' Equity (Deficit)

Preferred Stock Series A, $ 0.001 par value, 10,000,000 Shares authorized;

25,845 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively

Common Stock $ 0.001 par value, 1,000,000,000 shares authorized;

197,654,396 shares and 145,110,130 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively

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

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,

Additional paid in capital

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Total Liabilities and Stockholders' Equity (Deficit)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

The accompanying notes are

an integral part of these unaudited condensed consolidated financial statements.

IIOT-OXYS, Inc.

and Subsidiaries

Condensed Consolidated Statements of Operations

Condensed Consolidated

Statements of Operations

For The Three Months Ended

For The Six Months Ended

September 30,

For The Nine Months Ended

September 30,

Cost of sales

Operating Expenses

Bank service charges

Office expenses

Organization Costs

General and administrative

Payroll expense

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Gain (loss) on change in FMV of derivative liability

Gain on extinguishment of debt

Gain (loss) on extinguishment of debt

Interest expense

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$ ( 1,504,004 )

Net Loss Per Share Attributable to Common Stockholders - Basic and Diluted

Weighted Average Shares Outstanding Attributable to Common Stockholders - Basic and Diluted

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Net Loss Per Share Attributable to Common

Stockholders - Basic and Diluted

Weighted Average Shares Outstanding Attributable

to Common Stockholders - Basic and Diluted

The accompanying notes are

an integral part of these unaudited condensed consolidated financial statements.

IIOT-OXYS, Inc.

and Subsidiaries

Condensed Consolidated Statements of Stockholders' Equity (Deficit)

Condensed Consolidated

Statements of Stockholders' Equity (Deficit)

For the Three Months

Ended June 30, 2021

Preferred Stock

Additional Paid-In

Total Stockholders’ Equity

Balance - March 31, 2021

Ended September 30, 2021

Paid-In Capital

Stockholders' Equity (Deficit)

Balance - June 30, 2021

$ ( 7,967,456 )

$ ( 1,340,942 )

Common stock issued for accrued compensation

Common stock issued for conversion

of convertible note payables

Common stock sold for cash

Commission paid for raising capital

Common stock issued for conversion of convertible note payables

Common stock issued for services

Balance - June 30, 2021

Balance - September 30, 2021

$ ( 8,298,889 )

$ ( 1,442,435 )

For the Six Months Ended June 30, 2021

Preferred Stock

Additional Paid-In

Total Stockholders’ Equity

the Nine Months Ended September 30, 2021

Paid-In Capital

Stockholders' Equity (Deficit)

Balance - December 31, 2020

1 unchanged sentence

$ ( 2,541,280 )

Common stock issued for conversion of convertible note payables

Common stock issued for conversion

of convertible note payables

Common stock sold for cash

Beneficial conversion feature discount on notes payable

Beneficial conversion feature discount

on notes payable

Commission paid for raising capital

1 unchanged sentence

Common stock issued for services

Balance - June 30, 2021

Balance - September 30, 2021

$ ( 8,298,889 )

1 unchanged sentence

IIOT-OXYS, Inc.

and Subsidiaries

Condensed Consolidated Statements of Stockholders' Equity (Deficit)

(Unaudited) (Continued)

For the Three Months Ended June 30, 2020

Preferred Stock

Additional Paid-In

Total Stockholders’ Equity

Balance - March 31, 2020

Condensed Consolidated

Statements of Stockholders' Equity (Deficit) (continued)

the Three Months Ended September 30, 2020

Paid-In Capital

Stockholders' Equity (Deficit)

Balance - June 30, 2020

$ ( 6,418,042 )

$ ( 2,614,864 )

Common stock issued for conversion of convertible note payable

Common stock issued for conversion of detachable warrants

Relief of derivative liabilities

Beneficial conversion feature discount on note payable

Balance - June 30, 2020

Common stock issued for extinguishment

Balance - September 30, 2020

$ ( 6,747,908 )

$ ( 2,927,978 )

For the Six Months Ended June 30, 2020

Preferred Stock

Additional Paid-In

Total Stockholders’ Equity

the Nine Months Ended September 30, 2020

Paid-In Capital

Stockholders' Equity (Deficit)

Balance December 31, 2019

1 unchanged sentence

$ ( 1,919,021 )

Common stock issued for conversion of convertible note payables

Common stock issued for conversion of detachable warrants

Common stock issued for conversion

of convertible note payables

Common stock issued for conversion

of detachable warrants

Relief of derivative liabilities

Warrants issued for default of convertible note payables

Changes in FMV of warrants related to convertible note payables

Beneficial conversion feature discount on note payable

Warrants issued for default of convertible

note payables

Changes in FMV of warrants related

to convertible note payables

Beneficial conversion feature discount

on note payable

Common stock issued for debt extinguishment

( 1,504,004 )

Balance June 30, 2020

Balance September 30, 2020

$ ( 6,747,908 )

$ ( 2,927,978 )

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

The accompanying notes are

an integral part of these unaudited condensed consolidated financial statements.

IIOT-OXYS, Inc.

and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For The Six Months Ended June 30,

Condensed Consolidated

Statements of Cash Flows

For The Nine Months Ended

September 30,

Cash Flows From Operating Activities

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Increase in principal due to fees

Beneficial conversion feature discount on notes payable

Amortization of discount on notes payable

Amortization of intangible assets

Loss on change in FMV of derivative liability

Loss on derivative liability

Changes in Operating Assets and Liabilities

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Salaries payable to related parties

Net Cash Provided by (Used in) Operating Activities

Net Cash Used in Operating Activities

Cash Flows From Financing Activities

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Proceeds from sale of common stock, net of commissions

Payment for offering costs

Cash paid for settlement of notes payable

Net Cash Provided By Financing Activities

Net increase in cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

Cash and Cash Equivalents - Beginning of Period

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Warrant anti-dilution issuance

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

The accompanying notes are

an integral part of these unaudited condensed consolidated financial statements.

IIOT-OXYS, Inc.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

June 30, 2021 and 2020

September 30, 2021 and 2020

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

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.

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

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.

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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.

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 June 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 June 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.

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

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

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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.

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.

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,

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the Company has suffered continuing operating losses, used cash flows in operating activities of $ 521,911 , and has an accumulated deficit

of $7,967,456 as of June 30, 2021.

of $ 8,298,889 as of September 30, 2021.

These factors, among others, raise a substantial doubt about the Company’s ability to continue

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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.

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

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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.

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

Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

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The condensed consolidated financial statements

for June 30, 2021 and 2020, respectively, include the accounts of Company, and its wholly-owned subsidiaries OXYS Corporation and HereLab,

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

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with maturity of three months or less at the time of issuance to be cash equivalents.

The Company reported a cash balance of $ 80,262 and

$ 103,074 as of June 30, 2021 and December 31, 2020, respectively.

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

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receivable are written off when deemed uncollectible.

Recoveries of trade accounts receivable previously written off are recorded as income

when received.

There was no allowance for doubtful accounts as of June 30, 2021 and December 31, 2020, respectively.

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.

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

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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.

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.

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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:

According to ASC 606, the Company recognizes

revenue based on the following criteria:

Identification of a contract or contracts, with a customer.

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Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“ FDIC ”), up to $ 250,000 .

June 30, 2021 and December 31, 2020, the Company had no amounts in excess of the FDIC insurance limit.

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

1 unchanged sentence

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

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

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

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

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.

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.

The Company accounts for income taxes using the

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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 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

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,

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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.

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

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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.

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

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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

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.

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

Other accounting standards that have been issued

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Intangible assets, net of amortization

at June 30, 2021 and December 31, 2020 amounted to $ 323,038 and $ 347,856 , respectively.

at September 30, 2021 and December 31, 2020 amounted to $ 310,562

and $ 347,856 , respectively.

Intangible Assets Net of Amortization

June 30, 2021

December 31, 2020

September 30,

Intangible Assets

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Intangible Assets, net

At June 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 of 10 ten years.

Amortization expense of finite-lived intangibles

for the three months ended June 30, 2021 and 2020, and $ 24,818 and $ 24,682 for the six months ended June 30, 2021 and 2020,

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.

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Schedule of future amortization

Amortization expense

NOTE 4 - COMMITMENTS AND CONTINGENCIES

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 three 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 June 30, 2021, and $ 1,200,000 remain

unvested as of June 30, 2021.

The shares vest annually on the anniversary date of the agreements.

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 $ 301,740 and $ 730,836 in shares payable in conjunction with these agreements as of June 30,

2021 and December 31, 2020, respectively.

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 1, 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.

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

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defined in the agreement) or the listing of the Company’s common stock on a senior exchange.

As of June 30, 2021 and December 31,

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.

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%).

As of June 30, 2021 and December 31, 2020, the Company recorded $ 141,415 and $ 138,602 in

salaries payable to the CEO.

On March 11, 2019, the Company’s Board of

Directors approved the Consulting Agreement dated effective October 1, 2018 with its COO.

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.

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

11 unchanged sentences

defined in the agreement) or the listing of the Company’s common stock on a senior exchange.

As of June 30, 2021 and December 31,

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.

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 June 30, 2021 and December 31, 2020, the Company recorded $ 126,337 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.

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

3 unchanged sentences

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:

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:

300,000 shares on the first-year anniversary of the effective date;

3 unchanged sentences

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 .

As of June 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

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.

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%).

As of June 30, 2021 and December 31, 2020, the Company recorded $ 0 and $ 129,590 in salaries

payable to the CTO.

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%).

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

NOTE 5 - CONVERTIBLE NOTES PAYABLE

The following table summarizes the outstanding

balance of convertible notes payable, interest and conversion rates as of June 30, 2021 and December 31, 2020, respectively.

Schedule of convertible note payable

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.

balance of convertible notes payable, interest and conversion rates as of September 30, 2021 and December 31, 2020, respectively.

Schedule of convertible notes payable

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.

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.

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.

Convertible note payable to an investor with interest at 12% per annum.

Convertible note payable to an investor with interest at 12% per

On February 3, 2021, the investor settled the note and accrued interest, in exchange of common stock of the Company.

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.

Convertible note payable to an investor with interest at 12% per

$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.

Convertible note 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.

is payable quarterly with the balance of principal and interest due on maturity on August 2, 2022.

The note is secured by substantially

all the assets of the Company.

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 October 29, 2021.

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 October 29, 2021.

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.

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,

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.

Less unamortized discount

2 unchanged sentences

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 six months ended June 30, 2021.

recorded $ 300,000 as the beneficial conversion feature discount on note payable of $ 500,000 on January 28, 2021.

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

The Company recorded $ 100,000 as extinguishment of debt in its statements of operations for the nine months ended September

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).

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).

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 $ 70,743 and $ 2,999 for the three months ended June 30, 2021 and 2020, and $ 117,594 and $ 5,998

for the six months ended June 30, 2021 and 2020, respectively.

The unamortized discount totaled $ 184,383 and $ 1,978 at June 30, 2021 and

December 31, 2020, respectively.

In addition, the Company recorded interest expense of $ 11,589 and $ 17,951 for the three months ended

June 30, 2021 and 2020, and $ 26,630 and $ 34,406 for the six months ended June 30, 2021 and 2020, respectively.

Accrued interest payable

on Note A was $ 112,455 and $ 85,824 as of June 30, 2021 and December 31, 2020, respectively.

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 $ 375,000 and $ 600,000 on June 30, 2021 and December 31, 2020, respectively.

to $ 295,000 and $ 600,000 on September 30, 2021 and December 31, 2020, respectively.

January 2019 Convertible Note and Warrants (“Note

The Company recorded interest expense of $ 693

and $ 686 on Note B for the three months ended June 30, 2021 and 2020, and $ 1,364 and $ 1,372 for the six months ended June 30, 2021 and

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.

Accrued interest payable on Note B was $ 6,705 and $ 5,342 as of June 30, 2021 and December 31, 2020, respectively.

The principal balance payable on Note B amounted to $ 55,000 and $ 55,000 on June 30, 2021 and December 31, 2020, respectively.

B matures on March 1, 2022 .

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.

March 2019 Convertible Note and Warrants

2 unchanged sentences

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 six months ended June 30, 2021.

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 $ 315 for the three months ended June 30,

2021 and 2020, and $ 30,000 and $ 1,019 for the six months ended June 30, 2021 and 2020, respectively.

The unamortized discount was $ 0 and

$ 0 at June 30, 2021 and December 31, 2020, respectively.

In addition, the Company recorded interest expense of $ 0 and $ 1,795 for the three

months ended June 30, 2021 and 2020, and $ 460 and $ 3,440 for the six months ended June 30, 2021 and 2020, respectively.

Accrued interest

payable on Note C was $ 0 and $ 6,050 at June 30, 2021 and December 31, 2020, respectively.

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 June 30, 2021 and December 31, 2020, respectively.

waived, and all future Events of Default (as defined in the Note C) pertaining to the future payment of interest were waived through

The Company recorded $ 10,000 as extinguishment of debt in its statements of operations for the nine months ended September

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.

March 2019 Convertible Note and Warrants

2 unchanged sentences

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 six months ended June 30, 2021.

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 $ 6,877 and $ 315 for the three months ended June 30, 2021 and 2020, and $ 11,562

and $ 1,019 for the six months ended June 30, 2021 and 2020, respectively.

The unamortized discount was $ 18,438 and $ 0 at June 30, 2021

and December 31, 2020, respectively.

In addition, the Company recorded interest expense of $ 1,496 and $ 1,795 for the three months ended

June 30, 2021 and 2020, and $ 3,091 and $ 3,440 for the six months ended June 30, 2021 and 2020, respectively.

Accrued interest payable

on Note D was $ 11,673 and $ 8,582 as of June 30, 2021 and December 31, 2020, respectively.

The principal balance payable on Note D amounted

to $ 50,000 and $ 60,000 on June 30, 2021 and December 31, 2020, respectively.

waived, and all future Events of Default (as defined in the Note D) pertaining to the future payment of interest were waived through

The Company recorded $ 10,000 as extinguishment of debt in its statements of operations for the nine months ended September

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.

August 2019 Convertible Note and Warrants (“Note

August 2, 2021, the noteholder of Note E agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to August

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 $ 13,064

for the three months ended June 30, 2021 and 2020, and $ 28,249

for the six months ended June 30, 2021 and 2020, respectively.

The unamortized discount was $ 20,896

at June 30, 2021 and December 31, 2020, respectively.

recorded interest expense of $ 3,740

on Note E for the three months ended June 30, 2021 and 2020, and

for the six months ended June 30, 2021 and 2020, respectively.

Accrued interest payable on Note E was $ 26,128

as of June 30, 2021 and December 31, 2020, respectively.

The principal

balance payable on Note E amounted to $ 125,000

and $ 125,000

on June 30, 2021 and December 31, 2020, respectively.

date of the Note E is August

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 .

July 2020 Equity Financing Arrangement

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 $ 827 and $ 0 for the three months ended June 30, 2021 and

2020, and $ 2,231 and $ 0 for the six months ended June 30, 2021 and 2020, respectively.

Accrued interest payable on Note G was $ 40 and

$ 2,986 as of June 30, 2021 and December 31, 2020, respectively.

The principal balance payable on Note F amounted to $ 33,167 and $ 100,000

on June 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 .

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

for the three months ended September 30, 2021 and 2020, and $ 3,067

for the nine months ended September 30, 2021 and 2020, respectively.

Accrued interest payable on Note F was $ 876

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).

July 2020 Equity Financing Arrangement

6 unchanged sentences

The Company recorded interest expense of $ 1,890

and $ 0 for the three months ended June 30, 2021 and 2020, and $ 3,719 and $ 0 for the six months ended June 30, 2021 and 2020, respectively.

Accrued interest amounted to $ 5,959 and $ 2,240 at June 30, 2021 and December 31, 2020, respectively.

The principal balance payable of

Note G amounted to $ 75,000 at June 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 .

for the three months ended September 30, 2021 and 2020, and $ 5,610

for the nine months ended September 30, 2021 and 2020, respectively.

Accrued interest amounted to $ 7,849

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).

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 six months ended June 30, 2021 and 2020:

Earnings per share

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,

Net loss attributable to common stockholders (basic)

3 unchanged sentences

Net loss per share attributable to common stockholders, basic and diluted

Six Months ended

Nine Months ended

September 30,

Net loss attributable to common stockholders (basic)

10 unchanged sentences

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.

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 six months ended June 30, 2021 and 2020, respectively, because their

inclusion would be anti-dilutive:

Antidilutive shares

As of June 30,

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,

Warrants to purchase common stock

3 unchanged sentences

Potentially issuable vested shares to a consultant

Potentially issuance unvested shares to a consultant

Total anti-dilutive common stock equivalents

1 unchanged sentence

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 %

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).

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 current liability on its Balance Sheet at June 30, 2021 and December 31, 2020, respectively.

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 %

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.

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 June 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.

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.

recorded rent expense of $ 750 and $ 750 for the three months ended June 30, 2021 and 2020, and $ 1,500 and $ 1,500 for the six months ended

June 30, 2021 and 2020, respectively.

The Company has recorded $ 1,000 and $ 18,000 of rent payable to the stockholder in accounts payable

as of June 30, 2021 and December 31, 2020, respectively.

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 $ 110,361 and $ 181,227 for the three months ended June 30, 2021 and 2020, and $ 289,597 and $ 362,454 for the six

months ended June 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 $ 299,940 and $ 730,836 at June 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 six months ended June 30, 2021 (Note 9).

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 - STOCKHOLDERS' EQUITY

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There are no conversion or redemption rights or sinking fund provisions with respect to the common stock.

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 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

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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

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.

purchase notice is limited to the investor beneficially owning no more than 4.99% of the total outstanding common stock of the Company

(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.

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the five business days prior to the closing.

On February 26, 2021, March 16, 2021 and April 14, 2021, the investor purchased 8,000,000

shares, 8,400,000 shares and 8,900,000 shares of common stock for a cash consideration of $ 120,000 , $ 126,000 and $ 133,500 , respectively.

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

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the principal balance of $ 75,000 of its convertible promissory note into 7,500,000 shares of common stock of the Company (Note 5).

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 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

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).

As a result of all common stock issuances,

the Company recorded 197,654,396 shares and 145,110,130 shares of common stock issued and outstanding at June 30, 2021 and December 31,

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

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.

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.

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

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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 ”).

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

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A summary of the status of the Company’s

non-vested shares as of June 30, 2021 and 2020, and changes during the six months period then ended, is presented below:

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

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( 1,600,000 )

Balance at June 30, 2020

Balance at September 30, 2020

Balance at December 31, 2020

( 3,600,000 )

Balance at June 30, 2021

Balance at September 30, 2021

Preferred Stock

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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.

Any future terms with respect to dividends shall be determined

by the Board consistent with the Company’s Articles of Incorporation.

Liquidation and Redemption Rights:

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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.

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.

Each holder of Series A Supervoting

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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.

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:

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.

Each individual share of Series A Super Voting Preferred Stock shall have the voting rights equal to:

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.

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}

the number of shares of Series A Super Voting Preferred Stock issued and outstanding at the time of voting

{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}

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

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The Company did not issue any Series A Supervoting

Convertible Preferred Stock during the six months ended June 30, 2021.

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 June 30, 2021 and December 31, 2020, respectively.

Preferred Stock issued and outstanding at September 30, 2021 and December 31, 2020, respectively.

Series B Convertible Preferred Stock Equity

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

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.

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.

Each share of Series B Convertible

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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

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.

The Company shall

pay no dividends on shares of the common stock unless it simultaneously complies with the previous sentence.

Voting Rights:

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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.

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.

Upon any liquidation, dissolution

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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 :

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.

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

(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.

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;

each share of Preferred Stock is redeemed one year from the day of issuance

115% of the stated value if the redemption takes place within 90 days

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;

each share of Preferred Stock is redeemed one year from the day of

On November 19, 2020, pursuant to the terms of

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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;

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.

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;

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

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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.

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

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Changes in the derivative liability fair value are reported in operating results each reporting

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

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 gain of $ 47,491 and $ 86,956 for the three months and six months ended June 30, 2021 in connection with the change

in fair market value of the derivative liability.

In addition, the Company recorded $ 2,513 and $ 4,999 as preferred stock dividend for

the three months and six months ended June 30, 2021 payable to GHS.

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 and June 30, 2021, the Company valued the conversion feature using the Black-Scholes option pricing model with the following

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 0.88 years to 1.38 years.

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.

On December 16, 2020, pursuant to the terms of

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$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

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 gain of $58,471 and

$103,706 in connection with the change in fair market value of the derivative liability.

In addition, the Company recorded $3,052 and

$6,070 as preferred stock dividend for the three months and six months ended June 30, 2021 payable to GHS.

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

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 and June 30, 2021, the Company valued the conversion feature using the Black-Scholes option pricing model with the following

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.

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 $ 125,121 and $ 315,782 at June 30, 2021 and December

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.

In addition, preferred stock dividend payable was $ 12,731 and $ 1,653 at June 30, 2021 and December 31, 2020, respectively.

summary of the status of the Company’s warrants as of June 30, 2021 and

December 31, 2020, and changes during the three months then ended, is presented below:

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

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( 41,666,667 )

Outstanding at June 30, 2020

Outstanding at September 30, 2020

Outstanding at December 31, 2020

Expired/Forfeited

Outstanding at June 30, 2021

10 - SUBSEQUENT EVENTS

Outstanding at September 30, 2021

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 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 of the Company (Note 5).

On August 2, 2021, an investor purchased 10,200,000

shares of the Company’s common stock pursuant to the Common Stock Purchase Agreement entered on February 24, 2021.

Pursuant to the

terms of the agreement, the investor agreed to purchase up to $5,000,000 of the Company’s registered Common Stock at $0.015 per

share, subject to certain conditions.

The Company received cash proceeds of $149,940, net of selling commission of $3,060, upon the sale

of common stock.

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 (Note 5).

All other terms and conditions of the Note E remain

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

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

What changed 10-Q

Item 1. Financial Statements