What changed in this filing

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Item 9A. Controls and Procedures

2022-04-14 compared with 2021-04-06 · 1768 added, 1737 removed, 540 unchanged (87% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

We have established disclosure controls

and procedures that are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities

Exchange Act of 1934, as amended (the “

Exchange Act ”), is recorded, processed, summarized and reported within

the time periods specified in the rules and forms of the Securities and Exchange Commission and, as such, is accumulated and communicated

to our Chief Executive Officer and Interim Chief Financial Officer, Clifford Emmons, who serves as our principal executive officer

and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Emmons, evaluated

the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of December 31,

We have established disclosure controls and procedures

that are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act

of 1934, as amended (the “ Exchange Act ”), is recorded, processed, summarized and reported within the time periods specified

in the rules and forms of the Securities and Exchange Commission and, as such, is accumulated and communicated to our Chief Executive

Officer and Interim Chief Financial Officer, Clifford Emmons, who serves as our principal executive officer and principal financial officer,

as appropriate to allow timely decisions regarding required disclosure.

Emmons, evaluated the effectiveness of our disclosure controls

and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of December 31, 2021.

Based on his evaluation, Mr.

Emmons concluded that, due to a material weakness in our internal control over financial reporting

as described below, our disclosure controls and procedures were not effective as of December 31, 2020.

In light of the material

weakness in internal control over financial reporting, we completed substantive procedures, including validating the completeness

and accuracy of the underlying data used for accounting prior to filing this Annual Report.

These additional procedures have allowed

us to conclude that, notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial

statements included in this report fairly present, in all material respects, our financial position, results of operations and

cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.

Management’s Report on Internal

Control over Financial Reporting

Emmons concluded

that, due to a material weakness in our internal control over financial reporting as described below, our disclosure controls and procedures

were not effective as of December 31, 2021.

In light of the material weakness in internal control over financial reporting, we completed

substantive procedures, including validating the completeness and accuracy of the underlying data used for accounting prior to filing

this Annual Report.

These additional procedures have allowed us to

conclude that, notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial statements

included in this report fairly present, in all material respects, our financial position, results of operations and cash flows for the

periods presented in conformity with accounting principles generally accepted in the United States of America.

Management’s Report on Internal Control

over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control

over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the

preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree

of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the

effectiveness of our internal control over financial reporting as of December 31, 2020 based upon Internal Control-Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“

COSO ”).

During its evaluation, management noted

certain matters involving internal control and its operation that we consider to be significant deficiencies or material weaknesses

under standards of the Public Company Accounting Oversight Board (“

PCAOB ”).

A control deficiency exists when

the design or operation of a control does not allow management or employees, in the normal course of performing their assigned

functions, to prevent or detect misstatements on a timely basis.

A material weakness is a deficiency, or

a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a

material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely

We noted deficiencies involving lack of

segregation of duties, lack of governance/oversight, and lack of internal control documentation that we believe to be material

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness

of our internal control over financial reporting as of December 31, 2021 based upon Internal Control-Integrated Framework (2013)

issued by the Committee of Sponsoring Organizations of the Treadway Commission (“ COSO ”).

During its evaluation, management noted certain

matters involving internal control and its operation that we consider to be significant deficiencies or material weaknesses under standards

of the Public Company Accounting Oversight Board (“ PCAOB ”).

A control deficiency exists when the design or operation

of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect

misstatements on a timely basis.

A material weakness is a deficiency, or a combination

of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement

of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We noted deficiencies involving lack of segregation

of duties, lack of governance/oversight, and lack of internal control documentation that we believe to be material weaknesses.

Because of this material weaknesses, management

concluded that we did not maintain effective internal control over financial reporting as of December 31, 2020, based on criteria

described in Internal Control –

Integrated Framework (2013) issued by COSO.

concluded that we did not maintain effective internal control over financial reporting as of December 31, 2021, based on criteria described

in Internal Control – Integrated Framework (2013) issued by COSO.

Remediation of the Material Weakness

We are evaluating the material weaknesses

and developing a plan of remediation to strengthen our overall internal control over financial reporting.

The remediation plan

will include the following actions:

We are evaluating the material weaknesses and

developing a plan of remediation to strengthen our overall internal control over financial reporting.

The remediation plan will include

the following actions:

Separation of corporate responsibilities, e.g.

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Creation and adoption of a formal policy manual specifically dealing with financial controls.

Due to a material weakness as disclosed

in the 2019 Annual Report on Form 10-K, we committed to the same remediation plan, as disclosed above, and were able to separate

some of the intended corporate responsibilities through the appointment of a Chief Operating Officer, in addition to a Chief Executive

however, due to lack of resources, we were unable to execute the complete remediation plan.

If we are unable to increase

our workforce, we may never be able to implement the remediation plan proposed above.

We are committed to maintaining a strong

internal control environment and we believe that these remediation efforts will represent significant improvements in our controls.

We have started to implement these steps, as disclosed above;

however, some of these steps will take time to be fully integrated

and confirmed to be effective and sustainable.

Due to a material weakness as disclosed in the

2020 Annual Report on Form 10-K, we committed to the same remediation plan, as disclosed above;

however, due to lack of resources, we

were unable to execute the contemplated remediation plan.

If we are unable to increase our workforce, we may never be able to implement

the remediation plan proposed above.

We are committed to maintaining a strong internal

control environment and we believe that these remediation efforts will represent significant improvements in our controls.

We have started

to implement these steps, as disclosed above;

however, some of these steps will take time to be fully integrated and confirmed to be effective

and sustainable.

Additional controls may also be required over time.

Until the remediation steps

set forth above are fully implemented and tested, the material weakness described above will continue to exist.

Changes in Internal Control over

Financial Reporting

There has been no change in our internal

control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our most recent fiscal quarter ended

December 31, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial

Until the remediation steps set forth above are fully implemented

and tested, the material weakness described above will continue to exist.

Changes in Internal Control over Financial

There has been no change in our internal control

over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our most recent fiscal quarter ended December 31,

2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Directors, Executive Officers

and Corporate Governance

Directors, Executive Officers and Corporate Governance

Current Management

The following table sets forth information

concerning our directors and executive officers:

The following table sets forth information concerning

our directors and executive officers:

Executive Officers :

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Chief Operating Officer

Chandran Seshagiri

Interim Chief Technology Officer

Vidhyadhar Mitta

Directors are elected to serve until the

next annual meeting of stockholders and until their successors are elected and qualified.

Directors are elected by a plurality

of the votes cast at the annual meeting of stockholders and hold office until the expiration of the term for which he or she was

elected and until a successor has been elected and qualified.

A majority of the authorized number of

directors constitutes a quorum of the Board of Directors for the transaction of business.

The directors must be present at the

meeting to constitute a quorum.

However, any action required or permitted to be taken by the Board of Directors may be taken without

a meeting if all members of the Board of Directors individually or collectively consent in writing to the action.

Business Experience of Executive

Officers and Directors

Directors are elected to serve until the next

annual meeting of stockholders and until their successors are elected and qualified.

Directors are elected by a plurality of the votes

cast at the annual meeting of stockholders and hold office until the expiration of the term for which he or she was elected and until

a successor has been elected and qualified.

A majority of the authorized number of directors

constitutes a quorum of the Board of Directors for the transaction of business.

The directors must be present at the meeting to constitute

However, any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members

of the Board of Directors individually or collectively consent in writing to the action.

Business Experience of Executive Officers

and Directors

The principal occupation and business experience

during the past five years for our executive officers and directors is as follows:

has served as our Chief Executive Officer, President, Interim Chief Financial Officer, and director since June 4, 2018.

Emmons worked for Medtronic, a global leader in medical technology, services, and solutions, where he served

in various capacities including several Vice President and Director positions.

Emmons is also the founder of AHI, LLC, a consultancy

Emmons received an Executive Certificate in Strategy & Innovation from MIT, a Master’s of Science in Management

Engineering from the University of Bridgeport, a Bachelor of Science in Electrical Engineering from the University of New Haven,

and a Bachelor of Science in Mechanical Engineering from the University of Connecticut.

served as our Chief Executive Officer, President, Interim Chief Financial Officer, and director since June 4, 2018.

From 1995 to 2017,

Emmons worked for Medtronic, a global leader in medical technology, services, and solutions, where he served in various capacities

including several Vice President and Director positions.

Emmons is also the founder of AHI, LLC, a consultancy firm.

Emmons received

an Executive Certificate in Strategy & Innovation from MIT, a Master’s of Science in Management Engineering from the University

of Bridgeport, a Bachelor of Science in Electrical Engineering from the University of New Haven, and a Bachelor of Science in Mechanical

Engineering from the University of Connecticut.

Karen McNemar:

has served as our Chief Operating Officer since September 20, 2018.

McNemar has served

as our Chief Operating Officer since September 20, 2018.

From 1998 until August 2017, Ms.

McNemar served in many capacities

for Medtronic which included as a Senior Director of R&D Operations.

McNemar is a collaborative strategic global business

leader with extensive experience in New Product Development and Operations, building strong and effective diverse teams across

organizations at all levels.

McNemar is also a trusted advisor, recognized for successful process and program management, with

a focus on leading complex initiatives and analyzing data and processes to identify solutions to increase organizational productivity

and performance.

McNemar received her Bachelor of Science in Industrial Engineering and Operations Research.

Chandran Seshagiri:

has served as our Interim Chief Technology Officer since April 1, 2021.

During the last five years, Mr.

Seshagiri was the Lead Research Scientist for Cephalogics, LLC as well as Director of Scientific Affairs for NeoSync, Inc.

Seshagiri has also been a Scientific Advisor and Technical consultant to Invisio Medical, Inc.

In addition to these

Seshagiri has consulted for other medical device companies on technology strategy, algorithm development and evaluation,

and clinical study planning.

McNemar served in many capacities for Medtronic

which included as a Senior Director of R&D Operations.

McNemar is a collaborative strategic global business leader with extensive

experience in New Product Development and Operations, building strong and effective diverse teams across organizations at all levels.

McNemar is also a trusted advisor, recognized for successful process and program management, with a focus on leading complex initiatives

and analyzing data and processes to identify solutions to increase organizational productivity and performance.

McNemar received

her Bachelor of Science in Industrial Engineering and Operations Research.

Vidhyadhar Mitta:

has served as a director of the Company since the closing of the reverse acquisition on July 28, 2017.

Mitta has also served

as a director of OXYS since its inception on August 4, 2016.

Since 2000, he has been the founder and President of Synergic Solutions

Inc., a software development company that designs custom software for a variety of industries including radio-medicine and associate

allied health fields.

In his position as President, Mr.

Mitta has responsibility for all aspects of Synergic Solutions including

technical program guidance, employee supervision, business development, and profit and loss responsibility.

Mitta received

a BS in Information Science & Technology from BMS College of Engineering in 1995.

Mitta has served

as a director of the Company since the closing of the reverse acquisition on July 28, 2017.

Mitta has also served as a director of

OXYS since its inception on August 4, 2016.

Since 2000, he has been the founder and President of Synergic Solutions Inc., a software development

company that designs custom software for a variety of industries including radio-medicine and associate allied health fields.

In his position

as President, Mr.

Mitta has responsibility for all aspects of Synergic Solutions including technical program guidance, employee supervision,

business development, and profit and loss responsibility.

Mitta received a BS in Information Science & Technology from BMS College

of Engineering in 1995.

Legal Proceedings

During the past ten years there have been

no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation

of the ability and integrity of any of our directors or executive officers, and none of these persons has been involved in any

judicial or administrative proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business

entity, any judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or

insurance laws or regulations, or any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange

or other self-regulatory organization.

During the past ten years there have been no events

under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability

and integrity of any of our directors or executive officers, and none of these persons has been involved in any judicial or administrative

proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business entity, any judicial or administrative

proceedings based on violations of federal or state securities, commodities, banking or insurance laws or regulations, or any disciplinary

sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.

Family Relationships

There are no family relationships between

any of our directors and executive officers.

There are no family relationships between any

of our directors and executive officers.

Director Independence

We are not currently subject to listing

requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the

board of directors be “independent”

and, as a result, we are not at this time required to have our Board of Directors

comprised of a majority of “independent directors.”

We are not currently subject to listing requirements

of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors

be “independent” and, as a result, we are not at this time required to have our Board of Directors comprised of a majority

of “independent directors.”

We currently have not established any committees

of the Board of Directors.

Our Board of Directors may designate from among its members an executive committee and one or more other

committees in the future.

Our Board of Directors may designate from among its members an executive committee and one or more other committees

in the future.

We do not have a nominating committee or a nominating committee charter.

Further, we do not have a policy

with regard to the consideration of any director candidates recommended by security holders.

To date, other than as described above,

no security holders have made any such recommendations.

The entire Board of Directors performs all functions that would otherwise

be performed by committees.

Further, we do not have a policy with regard to

the consideration of any director candidates recommended by security holders.

To date, other than as described above, no security holders

have made any such recommendations.

The entire Board of Directors performs all functions that would otherwise be performed by committees.

Given the present size of our board it is not practical for us to have committees.

If we are able to

grow our business and increase our operations, we intend to expand the size of our board and allocate responsibilities accordingly.

Compliance with Section 16(a) of

the Securities Exchange Act of 1934

We are unaware of any person who, at any

time during the fiscal year ended December 31, 2020, was a director, executive officer, or beneficial owner of more than 10% of

our common stock that failed to file on a timely basis reports required by Section 16(a) of the Exchange Act.

If we are able to grow our business and increase our

operations, we intend to expand the size of our board and allocate responsibilities accordingly.

Section 16(a) Reports

laws, directors, certain officers and persons holding more than 10% of our common stock must report their initial ownership of our common

stock and any changes in their ownership to the SEC.

The SEC has designated specific due dates for these reports and we must identify

in this Proxy Statement those persons who did not file these reports when due.

Based solely on our review of copies of the reports filed

with the SEC and the written representations of our directors and executive officers, we believe that all reporting requirements for fiscal

year 2021 were complied with by each person who at any time during the 2021 fiscal year was a director or an executive officer or held

more than 10% of our common stock, except for the following:

McNemar filed a Form 4 late.

McNemar failed to timely file the vesting

of an award of restricted shares.

Code of Ethics

On March 9, 2018, the Board of Directors

adopted a Code of Ethics (the “

Code ”).

On March 9, 2018, the Board of Directors adopted

a Code of Ethics (the “ Code ”).

The purpose of the Code of Ethics is to deter wrongdoing and to promote:

7 unchanged sentences

accountability for adherence to the Code.

The Code of Ethics applies to all directors,

officers, and employees of the Company and its subsidiaries, including, but not limited to, the Company’s principal executive

officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

Code of Ethics is available at www.oxyscorp.com and is included as an exhibit to this Annual Report.

The Company will provide any

person, without charge and upon request through our website, a copy of the Code of Ethics.

The Code of Ethics applies to all directors, officers,

and employees of the Company and its subsidiaries, including, but not limited to, the Company’s principal executive officer, principal

financial officer, principal accounting officer or controller, or persons performing similar functions.

The Code of Ethics is available

at www.oxyscorp.com and is included as an exhibit to this Annual Report.

The Company will provide any person, without charge and upon

request through our website, a copy of the Code of Ethics.

Executive Compensation

The following table sets forth information

concerning the annual compensation awarded to, earned by, or paid to the following named executive officers for all services rendered

in all capacities to our company and its subsidiaries for the years ended December 31, 2020 and 2019.

The following table sets forth information concerning

the annual compensation awarded to, earned by, or paid to the following named executive officers for all services rendered in all capacities

to our company and its subsidiaries for the years ended December 31, 2021 and 2020.

Summary Compensation Table

1 unchanged sentence

Clifford Emmons (1)

Antony Coufal (6)

Karen McNemar (6)

4 unchanged sentences

Emmons vested.

Effective December 31, 2019, Mr.

Emmons forgave $185,000 of accrued and unpaid consulting fees.

As of December 31, 2020, Mr.

2 unchanged sentences

Emmons vested.

Coufal was appointed as our CTO on April 23, 2018.

As of December 31, 2020, Mr.

Coufal was owed $117,917 in accrued and unpaid consulting fees and $8,226 in reimbursable expenses.

On April 23, 2020, 600,000 shares of Common Stock previously granted to Mr.

Coufal vested.

Effective December 31, 2019, Mr.

Coufal forgave $82,475 of accrued and unpaid consulting fees.

As of December 31, 2019, Mr.

Coufal was owed $100,000 in accrued and unpaid consulting fees and $8,225 in reimbursable expenses.

On April 23, 2019, 300,000 shares of Common Stock previously granted to Mr.

Coufal vested.

McNemar was appointed as our COO effective as of September 20, 2018.

3 unchanged sentences

McNemar vested.

Effective December 31, 2019, Ms.

McNemar forgave $103,250 of accrued and unpaid consulting fees.

As of December 31, 2020, Ms.

3 unchanged sentences

Emmons Consulting Agreement

On March 11, 2019, the Company’s

Board of Directors (with Mr.

Emmons abstaining) approved the Consulting Agreement dated effective June 4, 2018 with Clifford Emmons,

the Company’s Chief Executive Officer, Interim Chief Financial Officer, and director (the “

Emmons Agreement ”).

The term of the Emmons 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.

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

Directors (with Mr.

Emmons abstaining) approved the Consulting Agreement dated effective June 4, 2018 with Clifford Emmons, the Company’s

Chief Executive Officer, Interim Chief Financial Officer, and director (the “ Emmons Agreement ”).

The term of the Emmons

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 Mr.

Emmons pursuant to the Emmons Agreement are those customary for the positions in which he is serving.

Emmons shall receive a monthly fee

of $15,000 which accrues unless converted into shares of Common Stock of the Company at a conversion rate specified in the Emmons

Until the Company closes a minimum $500,000 capital raise, the monthly fee accrues and, upon the closing of such a capital

raise, $5,000 of the monthly fee will be paid to Mr.

Emmons pursuant to the Emmons Agreement

are those customary for the positions in which he is serving.

Emmons shall receive a monthly fee of $15,000

which accrues unless converted into shares of Common Stock of the Company at a conversion rate specified in the Emmons Agreement.

the Company closes a minimum $500,000 capital raise, the monthly fee accrues and, upon the closing of such a capital raise, $5,000 of

the monthly fee will be paid to Mr.

Emmons in cash and the remainder will continue to accrue.

Upon the closing

of a capital raise of at least $2,000,000, the entire monthly fee will be paid to Mr.

Emmons in cash and all accrued and unpaid

monthly fees will be paid by the Company within one year of the closing of such a capital raise.

As of the effective date, the Company shall

Emmons an aggregate of 3,060,000 shares of the Company’s Common Stock which vest as follows:

Upon the closing of a capital raise of at

least $2,000,000, the entire monthly fee will be paid to Mr.

Emmons in cash and all accrued and unpaid monthly fees will be paid by the

Company within one year of the closing of such a capital raise.

As of the effective date, the Company shall issue

Emmons an aggregate of 3,060,000 shares of the Company’s Common Stock which vest as follows:

560,000 shares on the first-year anniversary of the effective date;

2 unchanged sentences

The shares are granted under the 2019 Plan.

Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as

defined in the Emmons Agreement) or the listing of the Company’s Common Stock on a senior exchange.

On June 12, 2020, the Company entered into

an amendment effective January 1, 2020 (the “

Emmons Amendment ”) to the Emmons Agreement, pursuant to which,

Sections 7(a) and 7(b) of the Emmons Agreement were amended to read as follows:

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 (the “

Fees ”).

Fees may accrue at the discretion of management.

of Accrued and Unpaid Fees .

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 Shares ”).

The conversion price shall equal 90% multiplied by

the Market Price (as defined herein) (representing a discount rate of 10%) (the “

Conversion Price ”).

“Market

means the average of the Trading Prices (as defined below) for the shares of Common Stock of the Company during the

thirty (30) day period ending on the latest complete trading day prior to the Conversion Date.

“Trading Price”

“Trading Prices”

means, for any security as of any date, the closing trade price of the Company’s Common Stock

on the OTC Pink, OTCQB or applicable trading market as reported by a reliable reporting service (“

Reporting Service ”)

designated by the Consultant or, if the OTC Pink is not the principal trading market for such security, the trading price of such

security on the principal securities exchange or trading market where such security is listed or traded or, if no trading price

of such security is available in any of the foregoing manners, the average of the trading prices of any market makers for such

security that are listed in the “pink sheets”

by the National Quotation Bureau, Inc.

“Conversion Date”

shall mean the date of receipt by the Company of the completed and executed Notice of Conversion, the form of which is attached

hereto as Exhibit A .

Pursuant to the Emmons Amendment, Section

11 was also eliminated from the Emmons Agreement.

Coufal Amended and Restated Consulting

On March 11, 2019, the Company’s

Board of Directors approved the Amended and Restated Consulting Agreement dated effective April 23, 2018 with Antony Coufal, the

Company’s Chief Technology Officer (the “

Coufal Agreement ”).

The term of the Coufal 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 Mr.

Coufal pursuant to the Coufal Agreement are

those customary for the position in which he is serving.

Coufal shall receive a monthly fee

of $9,375 which accrues unless converted into shares of Common Stock of the Company at a conversion rate specified in the Coufal

Until the Company closes a minimum $500,000 capital raise, the monthly fee accrues and, upon the closing of such a capital

raise, $3,125 of the monthly fee will be paid to Mr.

Coufal in cash and the remainder will continue to accrue.

Upon the closing

of a capital raise of at least $2,000,000, the entire monthly fee will be paid to Mr.

Coufal in cash and all accrued and unpaid

monthly fees will be paid by the Company within one year of the closing of such a capital raise.

As of the effective date, the Company shall

Coufal 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;

600,000 shares on the second-year anniversary of the effective date;

900,000 shares on the third-year anniversary of the effective date.

The shares are granted under the 2017 Stock

Incentive Plan.

Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change

of Control (as defined in the Coufal Agreement) or the listing of the Company’s Common Stock on a senior exchange.

On June 12, 2020, the Company entered into

an amendment effective January 1, 2020 (the “

Coufal Amendment ”) to the Coufal Agreement, pursuant to which,

Sections 7(a) and 7(b) of the Coufal Agreement were amended to read as follows:

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 (the “

Fees ”).

of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as defined in the

Emmons Agreement) or the listing of the Company’s Common Stock on a senior exchange.

On June 12, 2020, the Company entered into an

amendment effective January 1, 2020 (the “ Emmons Amendment ”) to the Emmons Agreement, pursuant to which, Sections 7(a)

and 7(b) of the Emmons Agreement were amended to read as follows:

January 1, 2020 until April 23, 2020, the Consultant shall be paid an hourly wage of $12.75 per hour for Services performed.

24, 2020 onward, the Consultant shall be paid an hourly wage of $48.08 an hour for Services performed (the “ Fees ”).

Fees may accrue at the discretion of management.

of Accrued and Unpaid Fees .

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 Shares ”).

The conversion price shall equal 90% multiplied by

the Market Price (as defined herein) (representing a discount rate of 10%) (the “

Conversion Price ”).

“Market

means the average of the Trading Prices (as defined below) for the shares of Common Stock of the Company during the

thirty (30) day period ending on the latest complete trading day prior to the Conversion Date.

“Trading Price”

“Trading Prices”

means, for any security as of any date, the closing trade price of the Company’s Common Stock

on the OTC Pink, OTCQB or applicable trading market as reported by a reliable reporting service (“

Reporting Service ”)

designated by the Consultant or, if the OTC Pink is not the principal trading market for such security, the trading price of such

security on the principal securities exchange or trading market where such security is listed or traded or, if no trading price

of such security is available in any of the foregoing manners, the average of the trading prices of any market makers for such

security that are listed in the “pink sheets”

by the National Quotation Bureau, Inc.

“Conversion Date”

shall mean the date of receipt by the Company of the completed and executed Notice of Conversion, the form of which is attached

hereto as Exhibit A .

Pursuant to the Coufal Amendment, Section

11 was also eliminated from the Coufal Agreement.

Conversion of

Accrued and Unpaid Fees .

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 Shares ”).

The conversion price shall equal 90% multiplied by the Market Price

(as defined herein) (representing a discount rate of 10%) (the “ Conversion Price ”).

“Market Price” means

the average of the Trading Prices (as defined below) for the shares of Common Stock of the Company during the thirty (30) day period ending

on the latest complete trading day prior to the Conversion Date.

“Trading Price” and “Trading Prices” means, for

any security as of any date, the closing trade price of the Company’s Common Stock on the OTC Pink, OTCQB or applicable trading

market as reported by a reliable reporting service (“ Reporting Service ”) designated by the Consultant or, if the OTC

Pink is not the principal trading market for such security, the trading price of such security on the principal securities exchange or

trading market where such security is listed or traded or, if no trading price of such security is available in any of the foregoing manners,

the average of the trading prices of any market makers for such security that are listed in the “pink sheets” by the National

Quotation Bureau, Inc.

“Conversion Date” shall mean the date of receipt by the Company of the completed and executed Notice

of Conversion, the form of which is attached hereto as Exhibit A .

Pursuant to the Emmons Amendment, Section 11 was

also eliminated from the Emmons Agreement.

McNemar Consulting Agreement

On March 11, 2019, the Company’s

Board of Directors approved the Consulting Agreement dated effective October 1, 2018 with Karen McNemar, the Company’s Chief

Operating Officer (the “

McNemar Agreement ”).

The term of the McNemar 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.

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

Directors approved the Consulting Agreement dated effective October 1, 2018 with Karen McNemar, the Company’s Chief Operating Officer

(the “ McNemar Agreement ”).

The term of the McNemar 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 Ms.

McNemar pursuant to the McNemar Agreement are those customary

for the position in which she is serving.

McNemar shall receive a monthly fee

of $12,750 which accrues unless converted into shares of Common Stock of the Company at a conversion rate specified in the McNemar

Until the Company closes a minimum $500,000 capital raise, the monthly fee accrues and, upon the closing of such a capital

raise, $4,250 of the monthly fee will be paid to Ms.

McNemar pursuant to the McNemar Agreement are those customary for the position in which she is serving.

McNemar shall receive a monthly fee of $12,750

which accrues unless converted into shares of Common Stock of the Company at a conversion rate specified in the McNemar Agreement.

the Company closes a minimum $500,000 capital raise, the monthly fee accrues and, upon the closing of such a capital raise, $4,250 of

the monthly fee will be paid to Ms.

McNemar in cash and the remainder will continue to accrue.

Upon the closing

of a capital raise of at least $2,000,000, the entire monthly fee will be paid to Ms.

McNemar in cash and all accrued and unpaid

monthly fees will be paid by the Company within one year of the closing of such a capital raise.

As of the effective date, the Company shall

McNemar an aggregate of 2,409,000 shares of the Company’s Common Stock which vest as follows:

Upon the closing of a capital raise of

at least $2,000,000, the entire monthly fee will be paid to Ms.

McNemar in cash and all accrued and unpaid monthly fees will be paid by

the Company within one year of the closing of such a capital raise.

As of the effective date, the Company shall issue

McNemar an aggregate of 2,409,000 shares of the Company’s Common Stock which vest as follows:

409,000 shares on the first-year anniversary of the effective date;

1 unchanged sentence

1,200,000 shares on the third-year anniversary of the effective date.

The shares are granted under the 2017 Stock

Incentive Plan.

Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change

of Control (as defined in the McNemar Agreement) or the listing of the Company’s Common Stock on a senior exchange.

On June 12, 2020, the Company entered into

an amendment effective January 1, 2020 (the “

McNemar Amendment ”) to the McNemar Agreement, pursuant to which,

Sections 7(a) and 7(b) of the McNemar Agreement were amended to read as follows:

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 (the “

Fees ”).

The shares are granted under the 2017 Stock Incentive

Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as

defined in the McNemar Agreement) or the listing of the Company’s Common Stock on a senior exchange.

On June 12, 2020, the Company entered into an

amendment effective January 1, 2020 (the “ McNemar Amendment ”) to the McNemar Agreement, pursuant to which, Sections

7(a) and 7(b) of the McNemar Agreement were amended to read as follows:

January 1, 2020 until April 23, 2020, the Consultant shall be paid an hourly wage of $12.75 per hour for Services performed.

24, 2020 onward, the Consultant shall be paid an hourly wage of $48.08 an hour for Services performed (the “ Fees ”).

Fees may accrue at the discretion of management.

of Accrued and Unpaid Fees .

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 Shares ”).

The conversion price shall equal 90% multiplied by

the Market Price (as defined herein) (representing a discount rate of 10%) (the “

Conversion Price ”).

“Market

means the average of the Trading Prices (as defined below) for the shares of Common Stock of the Company during the

thirty (30) day period ending on the latest complete trading day prior to the Conversion Date.

“Trading Price”

“Trading Prices”

means, for any security as of any date, the closing trade price of the Company’s Common Stock

on the OTC Pink, OTCQB or applicable trading market as reported by a reliable reporting service (“

Reporting Service ”)

designated by the Consultant or, if the OTC Pink is not the principal trading market for such security, the trading price of such

security on the principal securities exchange or trading market where such security is listed or traded or, if no trading price

of such security is available in any of the foregoing manners, the average of the trading prices of any market makers for such

security that are listed in the “pink sheets”

by the National Quotation Bureau, Inc.

“Conversion Date”

shall mean the date of receipt by the Company of the completed and executed Notice of Conversion, the form of which is attached

hereto as Exhibit A .

Conversion of

Accrued and Unpaid Fees .

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 Shares ”).

The conversion price shall equal 90% multiplied by the Market Price

(as defined herein) (representing a discount rate of 10%) (the “ Conversion Price ”).

“Market Price” means

the average of the Trading Prices (as defined below) for the shares of Common Stock of the Company during the thirty (30) day period ending

on the latest complete trading day prior to the Conversion Date.

“Trading Price” and “Trading Prices” means, for

any security as of any date, the closing trade price of the Company’s Common Stock on the OTC Pink, OTCQB or applicable trading

market as reported by a reliable reporting service (“ Reporting Service ”) designated by the Consultant or, if the OTC

Pink is not the principal trading market for such security, the trading price of such security on the principal securities exchange or

trading market where such security is listed or traded or, if no trading price of such security is available in any of the foregoing manners,

the average of the trading prices of any market makers for such security that are listed in the “pink sheets” by the National

Quotation Bureau, Inc.

“Conversion Date” shall mean the date of receipt by the Company of the completed and executed Notice

of Conversion, the form of which is attached hereto as Exhibit A .

Pursuant to the McNemar Amendment, Section 11

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Debt Forgiveness Agreements

On June 11, 2020, the Company entered into

Debt Forgiveness Agreements with Cliff Emmons, Karen McNemar, and Antony Coufal, pursuant to which:

On June 11, 2020, the Company entered into Debt

Forgiveness Agreements with Mr.

Emmons and Ms.

McNemar, pursuant to which:

Emmons forgave $185,000 of accrued and unpaid consulting fees owed to him pursuant to his consulting agreement with the Company;

McNemar forgave $103,250 of accrued and unpaid consulting fees owed to her pursuant to her current and previous consulting agreement with the Company.

Coufal forgave $82,475 of accrued and unpaid consulting fees owed to him pursuant to his consulting agreement with the Company.

Share Exchange Agreements

As of November 9, 2020, we entered into

a Share Exchange Agreements (the “

Exchange Agreements ”) with Mr.

Emmons, Vidhyadhar Mitta, our director, and

McNemar pursuant to which:

As of November 9, 2020, we entered into a Share

Exchange Agreements (the “ Exchange Agreements ”) with Mr.

Emmons, Vidhyadhar Mitta, our director, and Ms.

McNemar pursuant

we agreed to sell Mr.

5 unchanged sentences

Equity Awards

The following table sets forth information

concerning as of the year ended December 31, 2020 for our named executive officers.

Outstanding Equity Awards at Fiscal Year-End

Number of shares or units of stock that have not vested

Market value of shares of units of stock that have not vested

Equity incentive plan awards:

Number of unearned shares, units or other

rights that have not vested

Equity incentive plan awards:

Market or payout value of unearned

shares, units or other rights that have not vested

Clifford Emmons

Antony Coufal

Karen McNemar

The fair market value was deemed $0.30 per share.

As of December 31, 2021, there were no unvested

equity awards to our named executive officers.

Compensation of Directors

The following table sets forth information

concerning the compensation awarded to, earned by, or paid to the following directors for all services rendered in all capacities

to our company and its subsidiaries for the year ended December 31, 2020.

Except for Mr.

Emmons (whose compensation is disclosed

above), this table includes any person who served as a director at any time during fiscal 2019.

Except as described below, we have

not entered into any employment or compensation agreements or arrangements with Mr.

Mitta for his services as a director of our

Director Compensation

Fees earned or paid in cash

Vidhyadhar Mitta

On November 9, 2020, our Board of Directors (with Mr.

Mitta abstaining) approved the award of 1,000,000 shares of our Common Stock to Mr.

Mitta for services rendered to the Company in his capacity as a director since his appointment.

Security Ownership of Certain

Beneficial Owners and Management

The following table and footnotes thereto

sets forth information regarding the number of shares of common stock beneficially owned by (i) each director and named executive

officer of our company, (ii) each person known by us to be the beneficial owner of 5% or more of its issued and outstanding shares

of common stock, and (iii) named executive officers, executive officers, and directors of the Company as a group as of March 15,

In calculating any percentage in the following table of common stock beneficially owned by one or more persons named therein,

the following table assumes 178,361,108 shares of common stock outstanding.

Unless otherwise further indicated in the following

table, the footnotes thereto and/or elsewhere in this report, the persons and entities named in the following table have sole voting

and sole investment power with respect to the shares set forth opposite the shareholder’s name, subject to community property

laws, where applicable.

Unless as otherwise indicated in the following table and/or the footnotes thereto, the address of our named

executive officers and directors in the following tables is:

Emmons’ compensation (whose

compensation is disclosed above), no compensation was awarded to, earned by, or paid to any remaining directors for services rendered

in all capacities to our company and its subsidiaries for the year ended December 31, 2021.

Security Ownership of Certain Beneficial Owners and Management

The following table and footnotes thereto sets

forth information regarding the number of shares of common stock beneficially owned by (i) each director and named executive officer of

our company, (ii) each person known by us to be the beneficial owner of 5% or more of its issued and outstanding shares of common stock,

and (iii) named executive officers, executive officers, and directors of the Company as a group as of April 7, 2022.

In calculating any

percentage in the following table of common stock beneficially owned by one or more persons named therein, the following table assumes

237,205,464 shares of common stock outstanding.

Unless otherwise further indicated in the following table, the footnotes thereto and/or

elsewhere in this report, the persons and entities named in the following table have sole voting and sole investment power with respect

to the shares set forth opposite the shareholder’s name, subject to community property laws, where applicable.

Unless as otherwise

indicated in the following table and/or the footnotes thereto, the address of our named executive officers and directors in the following

705 Cambridge Street, Cambridge, MA 02141.

4 unchanged sentences

44,178,048 (2)

Antony Coufal

7,198,144 (3)

Karen McNemar

4 unchanged sentences

5% Beneficial Holders (Not Named Above)

3080 W 1 st Apt 601

Brooklyn, NY 11224

62,781,573 (6)

Cambridge MedSpace LLC

9 unchanged sentences

In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

As a result, the percentage of outstanding shares of any person as shown in the above table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on the March 15, 2021.

Includes 36,667 shares issuable upon the exercise of warrants issued to Cambridge MedSpace LLC, an entity of which Mr.

Emmons is an owner.

Also includes 76,123,750 shares issuable upon the conversion of a note issued to Cambridge MedSpace LLC.

Includes 5,311,432 shares of Common Stock issuable upon the conversion of $123,119 in accrued and unpaid consulting fees.

Lastly, includes 780,000 shares issuable upon the conversion of shares of Series A Preferred Stock owned by Mr.

Includes 5,398,144 shares of Common Stock issuable upon the conversion

of $125,129 in accrued and unpaid salary and 900,000 shares of Common Stock issuable upon the vesting of an award on April 23,

Includes 13,333 shares issuable upon the exercise of

warrants issued to Cambridge MedSpace LLC, an entity of which Mr.

Emmons is a 36.36% owner.

Also includes 29,010,735 shares issuable

upon the conversion of a note issued to Cambridge MedSpace LLC.

Includes 11,313,980 shares of Common Stock issuable upon the

conversion of $145,844 in accrued and unpaid consulting fees.

Lastly, includes 780,000 shares issuable upon the conversion of shares

of Series A Preferred Stock owned by Mr.

Includes 9,935,999 shares of Common Stock issuable upon the conversion of $128,081 in accrued and unpaid salary.

Lastly, includes 604,500 shares issuable upon the conversion of shares of Series A Preferred Stock owned by Ms.

Also includes 604,500 shares issuable upon the conversion of shares of Series A Preferred Stock owned by Ms.

Includes 1,562,500 shares issuable upon the exercise of warrants.

1 unchanged sentence

Lastly, includes 1,200,000 shares issuable upon the conversion of shares of Series A Preferred Stock owned by Mr.

Includes 54,984,600 shares issuable upon the conversion of a note issued to Mr.

Gogin and 384,615 shares issuable upon the exercise of warrants.

Also includes 6,004,200 shares issuable upon the conversion of a note issued to YVSGRAMORAH LLC, an entity controlled by Mr.

Gogin and 125,000 warrants issuable upon the exercise of warrants issued to YVSGRAMORAH LLC.

Includes 36,667 shares issuable upon the exercise of warrants issued to Cambridge MedSpace LLC, an entity of which Mr.

1 unchanged sentence

Also includes 79,787,500 shares issuable upon the conversion of a note issued to Cambridge MedSpace LLC.

The following table sets forth information

known to us regarding the beneficial ownership of our Series A Supervoting Preferred Stock as of March 15, 2021.

The following table sets forth information known

to us regarding the beneficial ownership of our Series A Supervoting Preferred Stock as of April 8, 2022.

Title of Class

5 unchanged sentences

Karen McNemar

The following table sets forth information

known to us regarding the beneficial ownership of our Series B Convertible Preferred Stock as of March 15, 2021.

The following table sets forth information known

to us regarding the beneficial ownership of our Series B Convertible Preferred Stock as of April 8, 2022.

Title of Class

4 unchanged sentences

GHS Investments, LLC

Certain Relationships and Related

Transactions, and Director Independence

Certain Relationships and Related

Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Transactions

For transactions with our executive officers,

please see the disclosure under “

please see the disclosure under “ Item 11.

Executive Compensation.

Coufal Amended and Restated Consulting Agreement

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

Directors approved the Amended and Restated Consulting Agreement dated effective April 23, 2018 with Antony Coufal, the Company’s

Chief Technology Officer (the “ Coufal Agreement ”).

The term of the Coufal 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 Mr.

Coufal pursuant to the Coufal Agreement are those customary for the position

in which he is serving.

Coufal shall receive a monthly fee of $9,375

which accrues unless converted into shares of Common Stock of the Company at a conversion rate specified in the Coufal Agreement.

the Company closes a minimum $500,000 capital raise, the monthly fee accrues and, upon the closing of such a capital raise, $3,125 of

the monthly fee will be paid to Mr.

Coufal in cash and the remainder will continue to accrue.

Upon the closing of a capital raise of at

least $2,000,000, the entire monthly fee will be paid to Mr.

Coufal in cash and all accrued and unpaid monthly fees will be paid by the

Company within one year of the closing of such a capital raise.

As of the effective date, the Company shall issue

Coufal 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;

600,000 shares on the second-year anniversary of the effective date;

900,000 shares on the third-year anniversary of the effective date.

The shares are granted under the 2017 Stock Incentive

Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as

defined in the Coufal Agreement) or the listing of the Company’s Common Stock on a senior exchange.

On June 12, 2020, the Company entered into an

amendment effective January 1, 2020 (the “ Coufal Amendment ”) to the Coufal Agreement, pursuant to which, Sections 7(a)

and 7(b) of the Coufal Agreement were amended to read as follows:

January 1, 2020 until April 23, 2020, the Consultant shall be paid an hourly wage of $12.75 per hour for Services performed.

24, 2020 onward, the Consultant shall be paid an hourly wage of $48.08 an hour for Services performed (the “ Fees ”).

Fees may accrue at the discretion of management.

Conversion of

Accrued and Unpaid Fees .

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 Shares ”).

The conversion price shall equal 90% multiplied by the Market Price

(as defined herein) (representing a discount rate of 10%) (the “ Conversion Price ”).

“Market Price” means

the average of the Trading Prices (as defined below) for the shares of Common Stock of the Company during the thirty (30) day period ending

on the latest complete trading day prior to the Conversion Date.

“Trading Price” and “Trading Prices” means, for

any security as of any date, the closing trade price of the Company’s Common Stock on the OTC Pink, OTCQB or applicable trading

market as reported by a reliable reporting service (“ Reporting Service ”) designated by the Consultant or, if the OTC

Pink is not the principal trading market for such security, the trading price of such security on the principal securities exchange or

trading market where such security is listed or traded or, if no trading price of such security is available in any of the foregoing manners,

the average of the trading prices of any market makers for such security that are listed in the “pink sheets” by the National

Quotation Bureau, Inc.

“Conversion Date” shall mean the date of receipt by the Company of the completed and executed Notice

of Conversion, the form of which is attached hereto as Exhibit A .

Pursuant to the Coufal Amendment, Section 11 was

also eliminated from the Coufal Agreement.

Coufal Debt Forgiveness Agreement

On June 11, 2020, the Company entered into Debt

Forgiveness Agreements with Mr.

Coufal pursuant to which Mr.

Coufal forgave $82,475 of accrued and unpaid consulting fees owed to him

pursuant to his consulting agreement with the Company.

Coufal Termination Agreement

Effective March 31, 2021, the Company entered

into a Termination Agreement (the “ Termination Agreement ”) with Mr.

Coufal, pursuant to which Mr.

Coufal 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 Mr.

Coufal within five business days of the

effective date.

The Termination Agreement also provided for the issuance to Mr.

Coufal 843,288 shares of the Company’s Common Stock

within five business days of the effective date.

Cambridge MedSpace Note

On January 22, 2019, we entered into a

Securities Purchase Agreement with Cambridge MedSpace, LLC, a Massachusetts limited liability company for the purchase of a 5%

Secured Convertible Note in the principal amount of $55,000.

The note is convertible, in whole or in part, into shares of our Common

Stock, at any time at a rate of $0.65 per share with fractions rounded up to the nearest whole share, unless paid in cash at our

The note bears interest at a rate of 5% per annum and interest payments will be made on an annual basis.

The note matures

January 22, 2020.

The note is governed by the SPA and is secured by all our assets (but is not a senior secured note) pursuant

to the Security Agreement.

In addition to the issuance of the note, we issued to Cambridge MedSpace warrants to purchase one share

of our Common Stock for 50% of the number of shares of Common Stock issuable upon conversion of the note.

Each warrant is immediately

exercisable at $0.75 per share and expires on January 22, 2024.

The Lender is owned by shareholders of the Company, or their affiliates,

including Clifford Emmons, our Chief Executive Officer, Interim Chief Financial Officer, and director.

On June 12, 2020, the Company entered into

Amendment No.

1 to the 5% Secured Convertible Note with Cambridge MedSpace pursuant to which the note was amended to extend the

maturity date to January 22, 2021.

Due to adjustments to the conversion price

of the note, the conversion price is currently $0.0008.

On January 22, 2019, we entered into a Securities

Purchase Agreement with Cambridge MedSpace, LLC, a Massachusetts limited liability company for the purchase of a 5% Secured Convertible

Note in the principal amount of $55,000.

The note was convertible, in whole or in part, into shares of our Common Stock, at any time at

a rate of $0.65 per share with fractions rounded up to the nearest whole share, unless paid in cash at our election.

The note bears interest

at a rate of 5% per annum and interest payments will be made on an annual basis.

The original maturity date of the note was January 22,

The note is governed by the SPA and is secured by all our assets (but is not a senior secured note) pursuant to the Security Agreement.

In addition to the issuance of the note, we issued to Cambridge MedSpace warrants to purchase one share of our Common Stock for 50% of

the number of shares of Common Stock issuable upon conversion of the note.

Each warrant was originally immediately exercisable at $0.75

per share and expires on January 22, 2024.

The lender is owned by shareholders of the Company, or their affiliates, including Clifford

Emmons, our Chief Executive Officer, Interim Chief Financial Officer, and director.

On June 12, 2020, the Company entered into Amendment

1 to the note with Cambridge MedSpace pursuant to which the note was amended to extend the maturity date to March 1, 2021.

On April 6, 2022, the Company entered into Amendment

2 to the note with Cambridge MedSpace pursuant to which the maturity date as extended to March 1, 2024.

Due to adjustments to the conversion price of

the note, the conversion price is currently $0.0008.

Vidhyadhar Note

On August 2, 2019, we entered into a Securities

Purchase Agreement with Vidhyadhar Mitta, a director of the Company, for the purchase of a 12% Secured Convertible Note in the

principal amount of up to $125,000.

The note is convertible, in whole or in part, into shares of our Common Stock, at any time

at a rate of $0.08 per share with fractions rounded up to the nearest whole share, unless paid in cash at our election.

bears interest at a rate of 12% per annum and interest payments will be made on a quarterly basis.

The note matures August 2, 2021.

Purchase Agreement with Vidhyadhar Mitta, a director of the Company, for the purchase of a 12% Secured Convertible Note in the principal

amount of up to $125,000.

The note was originally convertible, in whole or in part, into shares of our Common Stock, at any time at a

rate of $0.08 per share with fractions rounded up to the nearest whole share, unless paid in cash at our election.

The note bears interest

at a rate of 12% per annum and interest payments were originally to be made on a quarterly basis.

The note originally matured August 2,

On August 2, 2019, the first closing of the note occurred pursuant to which we received $75,000.

1 unchanged sentence

closing occurred pursuant to which the Company received $25,000.

On October 16, 2019, the third closing occurred pursuant to which

the Company received $25,000.

The note is governed by the SPA and is

secured by all the assets of the Company (but is not a senior secured note) pursuant to the Security Agreement.

In addition to

the issuance of the note, we issued to the Mr.

Mitta warrants to purchase one share our Common Stock for 50% of the number of shares

of Common Stock issuable upon conversion of the funds received.

Each warrant is immediately exercisable at $0.12 per share and

expires on August 2, 2024.

Due to adjustments to the conversion price

of the note, the conversion price is currently $0.0008.

On October 16, 2019, the third closing occurred pursuant to which the

Company received $25,000.

The note is governed by the SPA and is secured

by all the assets of the Company (but is not a senior secured note) pursuant to the Security Agreement.

In addition to the issuance of

the note, we issued to the Mr.

Mitta warrants to purchase one share our Common Stock for 50% of the number of shares of Common Stock issuable

upon conversion of the funds received.

Each warrant was originally immediately exercisable at $0.12 per share and expires on August 2,

Due to adjustments to the conversion price of

the note, the conversion price is currently $0.0008.

Director Independence

We are not currently subject to listing

requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the

board of directors be “independent”

and, as a result, we are not at this time required to have our Board of Directors

comprised of a majority of “independent directors.”

Although we have not have adopted the independence standards any

national securities exchange to determine the independence of directors, the NYSE MKT LLC provides that a person will be considered

an independent director if he or she is not an officer of the company and is, in the view of our board of directors, free of any

relationship that would interfere with the exercise of independent judgment.

Under this standard, our board of directors has determined

Mitta would meet this standard, and therefore, would be considered to be independent.

Principal Accountant Fees and

The aggregate fees billed for professional

services rendered by our principal accountants for the audit of our annual financial statements, review of financial statements

included in the quarterly reports and other fees that are normally provided by the accountant in connection with statutory and

regulatory filings or engagements for the year ended December 31, 2020 were $32,500 and $31,520 for the period ended December 31,

We are not currently subject to listing requirements

of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors

be “independent” and, as a result, we are not at this time required to have our Board of Directors comprised of a majority

of “independent directors.” Although we have not have adopted the independence standards any national securities exchange

to determine the independence of directors, the NYSE MKT LLC provides that a person will be considered an independent director if he or

she is not an officer of the company and is, in the view of our board of directors, free of any relationship that would interfere with

the exercise of independent judgment.

Under this standard, our board of directors has determined that Mr.

Mitta would meet this standard,

and therefore, would be considered to be independent.

Principal Accountant Fees and Services

The aggregate fees billed for professional services

rendered by our principal accountants for the audit of our annual financial statements, review of financial statements included in the

quarterly reports and other fees that are normally provided by the accountant in connection with statutory and regulatory filings or engagements

for the year ended December 31, 2021 were $49,000 and $32,500 for the period ended December 31, 2020.

Audit-Related Fees

There were no fees billed for assurance

and related services by our principal accountants that are reasonably related to the performance of the audit or review of the

financial statements, other than those reported above, for the years ended December 31, 2020 and 2019.

There were no fees billed for professional

services rendered by our principal accountants for tax compliance, tax advice and tax planning in the years ended December 31,

2020 and 2019.

There were no fees billed for assurance and related

services by our principal accountants that are reasonably related to the performance of the audit or review of the financial statements,

other than those reported above, for the years ended December 31, 2021 and 2020.

The aggregate fees billed for professional services

rendered by our principal accountants for tax compliance, tax advice and tax planning in the years ended December 31, 2021 were $2,000

and there were no fees in 2020.

All Other Fees

There were no other fees billed for products

or services provided by the principal accountants, other than those previously reported above, for the years ended December 31,

2020 and 2019.

There were no other fees billed for products or

services provided by the principal accountants, other than those previously reported above, for the years ended December 31, 2021 and

Audit Committee

We do not have an Audit Committee;

the Board of Directors has considered whether the non-audit services provided by our auditors to us are compatible with maintaining

the independence of our auditors and concluded that the independence of our auditors is not compromised by the provision of such

Our Board of Directors pre-approves all auditing services and permitted non-audit services, including the fees and terms

of those services, to be performed for us by our independent auditor prior to engagement.

Exhibits, Financial Statement

the Board of Directors has considered whether the non-audit services provided by our auditors to us are compatible with maintaining the

independence of our auditors and concluded that the independence of our auditors is not compromised by the provision of such services.

Our Board of Directors pre-approves all auditing services and permitted non-audit services, including the fees and terms of those services,

to be performed for us by our independent auditor prior to engagement.

Exhibits, Financial Statement Schedules

Financial Statements

The following financial statements are

filed with this Annual Report:

Report of Independent Registered

Public Accounting Firm

The following financial statements are filed with

this Annual Report:

Report of Independent Registered Public

Accounting Firm

Balance Sheets at December

31, 2021 and 2020

Statements of Operations for

the years ended December 31, 2020 and 2019

Statements of Changes in Stockholders’

Statements of Operations for the years

ended December 31, 2021 and 2020

Statements of Changes in Stockholders’

Deficit for the years ended December 31, 2021 and 2020

Statements of Cash Flows for

the years ended December 31, 2020 and 2019

Notes to Financial

The following exhibits are included with

this Annual Report:

Statements of Cash Flows for the years

ended December 31, 2021 and 2020

Notes to Financial Statements

The following exhibits are included with this

Annual Report:

Incorporated by Reference

17 unchanged sentences

Form of 12% Senior Secured Convertible Note

Amendment No.

1 to the 12% Senior Secured Convertible Promissory Note Issued to Sergey Gogin on January 22, 2018

Amendment dated January 28, 2021 to Senior Secured Convertible Promissory Note with Sergey Gogin

Amendment dated December 14, 2021 to Senior Secured Convertible Promissory Note with Sergey Gogin

Form of Securities Purchase Agreement

2 unchanged sentences

Amendment No.

1 to the 12% Senior Secured Convertible Promissory Note Issued to Sergey Gogin on January 22, 2018

Amendment No.

1 to the Warrant Agreement Issued to Sergey Gogin on January 22, 2018

Form of 12% Senior Secured Convertible Note

Amendment No.

1 to Senior Secured Convertible Promissory Note with Catalytic Capital LLC

Amendment dated January 28, 2021 to Senior Secured Convertible Promissory Note with Catalytic Capital, LLC

Amendment No.

1 to Senior Secured Convertible Promissory Note with YVSGRAMORAH LLC

Amendment dated January 28, 2021 to Senior Secured Convertible Promissory Note with YVSGRAMORAH LLC

Amendment dated December 14, 2021 to Senior Secured Convertible Promissory Note with YVSGRAMORAH LLC

Form of Securities Purchase Agreement

1 unchanged sentence

Form of Warrant

Amended and Restated Consulting Agreement with Antony Coufal dated effective April 23, 2018

Consulting Agreement with Clifford Emmons dated effective June 4, 2018

Consulting Agreement with Karen McNemar dated effective October 1, 2018

Amendment No.

1 to the Consulting Agreement with Karen McNemar dated October 5, 2018

Financial Consulting Agreement with Draco Financial LLC dated effective March 4, 2019

Securities Purchase Agreement with Cambridge MedSpace, LLC dated January 22, 2019

2 unchanged sentences

Warrant Agreement with Cambridge MedSpace, LLC dated January 22, 2019

Strategic Advisory Agreement with Uptick Capital LLC dated January 10, 2019

Securities Purchase Agreement with Vidhyadhar Mitta dated August 2, 2019

12% Convertible Secured Note with Vidhyadhar Mitta dated August 2, 2019

Amendment No.

1 to the 12% Secured Convertible Promissory Note dated effective August 2, 2021 with Vidhyadhar Mitta

Security Agreement with Vidhyadhar Mitta dated August 2, 2019

2 unchanged sentences

Warrant Agreement with Vidhyadhar Mitta dated October 16, 2019

Advisory Agreement with ThinkEquity dated August 7, 2019

Securities Purchase Agreement with Crown Bridge Partners, LLC dated August 29, 2019

12% Convertible Secured Note with Crown Bridge Partners, LLC dated August 29, 2019

Warrant Agreement with Crown Bridge Partners, LLC dated August 29, 2019

Financial Public Relations Agreement dated September 6, 2019 with SmallCapVoice.com

Equity Financing Agreement between IIOT-OXYS, Inc.

and GHS Investments LLC dated as of July 29, 2020

Registration Rights Agreement between IIOT-OXYS, Inc.

and GHS Investments LLC dated as of July 29, 2020

Equity Financing Agreement dated November 1, 2021 with GHS Investments, LLC

Registration Rights Agreement dated November 1, 2021 with GHS Investments, LLC

$100,000 Convertible Promissory Note dated July 29, 2020 issued to GHS Investments LLC

$75,000 Convertible Promissory Note dated July 29, 2020 issued to GHS Investments LLC

Extension No.

1 to Convertible Promissory Note dated April 29, 2021 ($75,000) with GHS Investments LLC

Extension No.

1 to Convertible Promissory Note dated April 29, 2021 ($100,000) with GHS Investments LLC

Amendment No.

2 dated November 4, 2021 to $100,000 Convertible Promissory Note issued to GHS Investments LLC

Amendment No.

2 dated November 4, 2021 to $75,000 Convertible Promissory Note issued to GHS Investments LLC

Collaboration Agreement effective March 18, 2020 with Aingura IIoT, S.L.

Finder’s Fee Agreement with J.H.

Finder’s Fee Agreement dated November 10, 2021 with J.H.

Darbie & Co., Inc.

dated May 18, 2020

Common Stock Purchase Warrant dated May 20, 2020

Debt Forgiveness Agreement with Clifford L.

1 unchanged sentence

Debt Forgiveness Agreement with Karen McNemar effective as of December 31, 2019

Debt Forgiveness Agreement with Antony Coufal effective as of December 31, 2019

Amendment to Consulting Agreement with Clifford L.

1 unchanged sentence

Amendment to Consulting Agreement with Karen McNemar dated June 12, 2020

Amendment to Consulting Agreement with Antony Coufal dated June 12, 2020

Amendment No.

1 to the 5% Secured Promissory Note with Cambridge MedSpace, LLC

Securities Purchase Agreement dated November 16, 2020 with GHS Investments, LLC

Settlement and Mutual Release Agreement dated July 29, 2020

Amendment No.

1 to Senior Secured Convertible Promissory Note with Catalytic Capital LLC

Amendment No.

1 to Senior Secured Convertible Promissory Note with YVSGRAMORAH LLC

Exchange Agreement Dated November 9, 2020 with Clifford L.

1 unchanged sentence

Exchange Agreement Dated November 9, 2020 with Karen McNemar

Employment Contract dated April 1, 2021 with Chandran Seshagiri

Common Stock Purchase Agreement dated February 24, 2021 with GHS Investments, LLC

Termination Agreement with Antony Coufal dated effective March 31, 2021

Code of Ethics

4 unchanged sentences

Section 1350 Certification of Principal Executive Officer

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

*Management contract or compensatory

plan or arrangement.

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

_________________

*Management contract or compensatory plan or arrangement.

Form 10-K Summary

SIGNATURE PAGE FOLLOWS

Pursuant to the requirements of Section

13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

IIOT-OXYS, INC.

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(Principal Executive Officer and Principal Financial Officer)

Pursuant to the requirements of Section

13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the date indicated.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and

in the capacities and on the date indicated.

/s/ Clifford L.

4 unchanged sentences

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets at December 31, 2021 and 2020

Statements of Operations for the years ended December 31, 2021 and 2020

Statements of Changes in Stockholders’

Deficit for the years ended December 31, 2020 and 2019

Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2021 and 2020

Statements of Cash Flows for the years ended December 31, 2021 and 2020

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

Report of Independent

Registered Public Accounting Firm

To the Board of Directors and

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Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of IIoT-OXYS, Inc.

(the Company) as of December 31, 2020 and 2019, and the related consolidated statements of operations,

stockholders’

equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2020, and the related

notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material

respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows

for each of the years in the two-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the

United States of America.

Consideration of the Company’s Ability

We have audited the accompanying balance sheets

of IIOT-OXYS, Inc.

(the Company) as of December 31, 2021 and 2020, and the related statements of operations, stockholders’ equity

(deficit), and cash flows for each of the years in the two-year period ended December 31, 2021, and the related notes (collectively referred

to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position

of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two-year

period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Consideration of the Company’s Ability

to Continue as a Going Concern

4 unchanged sentences

These factors raise substantial doubt about

the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in

the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in

Note 1 to the financial statements.

2 unchanged sentences

These financial statements are the responsibility

of the Company’s management.

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

of the Company’s management.

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

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

4 unchanged sentences

standards of the PCAOB.

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

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

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

2 unchanged sentences

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

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

internal control over financial reporting.

7 unchanged sentences

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

/s/ Haynie & Company

Haynie & Company

1 unchanged sentence

April 14, 2022

We have served as the Company’s auditor since 2018.

We have served as the Company’s auditor

IIOT-OXYS, Inc.

14 unchanged sentences

Deferred Revenue

Notes Payable, Current Portion

Notes Payable, net of discounts of $ 57,148 and $ 111,781 at December 31, 2021 and 2020, respectively

Shares Payable to Related Parties

2 unchanged sentences

Total Current Liabilities

Notes Payable

PPP Liability

Notes Payable

Due to Stockholders

2 unchanged sentences

Series B Convertible Preferred Stock, 600 Shares Designated, $ 0.001 Par Value, $ 1,200 Stated Value;

155 Shares and 0 Shares Issued and Outstanding at December 31, 2020 and 2019, Respectively.

Liquidation Preference $186,000 as of December 31, 2020.

155 Shares Issued and Outstanding at December 31, 2021 and 2020, Respectively.

Liquidation Preference $ 186,000 as of December 31, 2021 and 2020, respectively

Stockholders' Equity (Deficit)

5 unchanged sentences

Accumulated Deficit

( 8,544,232 )

( 7,480,678 )

Total Stockholders' Equity (Deficit)

( 1,264,853 )

( 2,541,280 )

Total Liabilities and Stockholders' Equity (Deficit)

14 unchanged sentences

Other Income (Expense)

Gain on Forgiveness of Salaries Payable to Related Parties

Gain (Loss) on Change in FMV of Derivative Liability

Loss on Derivative

Loss on Extinguishment of Debt

Gain (Loss) on Extinguishment of Debt

Interest Expense

Total Other Income (Expense)

( 1,208,467 )

Net Loss Before Income Taxes

( 1,041,234 )

( 2,235,111 )

Provision for Income Tax

6 unchanged sentences

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 consolidated financial statements.

Weighted Average Shares Outstanding Attributable to Common Stockholders

- Basic and Diluted

The accompanying notes are an integral

part of these consolidated financial statements.

IIOT-OXYS, Inc.

2 unchanged sentences

For the Years Ended December 31, 2021 and 2020

Preferred Stock

Additional Paid-In

Total Stockholders' Equity

Stockholders' Equity (Deficit)

Balance - December 31, 2019

$ ( 5,040,307 )

Stock Based Compensation

Discount on Notes Payable

Balance - December 31, 2019

$ ( 1,919,021 )

Preferred Stock Issued in Exchange of Shares Exchange

Common Stock Issued for Conversion of Convertible Note Payable

Common Stock Issued for Conversion of Convertible Note

Common Stock issued for Conversion of Detachable Warrants

1 unchanged sentence

Warrants Issued for Default of Convertible Note Payables

Changes in FMV of Warrants Related to Convertible Note Payables

Changes in FMV of Warrants Related to Convertible Note

Beneficial Conversion Feature Discount on Note Payable

1 unchanged sentence

Common Stock Issued to Officers for Services

( 2,236,774 )

Balance - December 31, 2020

1 unchanged sentence

( 2,541,280 )

Common Stock Issued for Conversion of Convertible Note

Common Stock Sold for Cash

Common Stock Issued for Extension of Notes Payable

Common Stock Issued for Financing Commitment

Preferred Stock Sold for Cash

Beneficial Conversion Feature Discount on Notes Payable

Commission Paid for Raising Capital

Common Stock Issued for Accrued Compensation

Common Stock Issued for Services

( 1,063,554 )

Balance - December 31, 2021

$ ( 8,544,232 )

$ ( 1,264,853 )

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

13 unchanged sentences

Penalty and Fees Incurred due to Default Increase in Notes Payable

Stock Based Compensation Expense

Amortization of Discount on Notes Payable

Forgiveness of PPP Loan

Debt discount on notes payable

Beneficial conversion feature

Amortization of Intangible Assets

Amortization of Series B Preferred Stock to redemption

Forgiveness of Salaries Payable to Related Parties

Changes in Operating Assets and Liabilities

5 unchanged sentences

Accrued Liabilities

Derivative liability

Deferred Revenue

22 unchanged sentences

and Subsidiaries

Notes to Consolidated

Financial Statements

Notes to Consolidated Financial

December 31, 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 corporation.

IIOT-OXYS, Inc., a Nevada corporation (the

“Company”) was originally established for the purpose of designing, building, testing, and selling Edge Computing Systems

for the Industrial Internet.

The Company is currently devoting substantially all its efforts in identifying, developing and marketing

engineered products, software and services for applications in the Industrial Internet which involves collecting and processing

data collected from a wide variety of industrial systems and machines.

We were incorporated in the state of New

Jersey on October 1, 2003 under the name of Creative Beauty Supply Corporation and commenced operations as of January 1, 2004.

On November 30, 2007, our Board of Directors approved a plan to dispose of our wholesale and retail beauty supply business.

May 18, 2015, we changed our name to Gotham Capital Holdings.

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

IIOT-OXYS, Inc., a Nevada corporation (the “Company”)

was originally established for the purpose of designing, building, testing, and selling Edge Computing Systems for the Industrial Internet.

The Company is currently devoting substantially all its efforts in identifying, developing and marketing engineered products, software

and services for applications in the Industrial Internet which involves collecting and processing data collected from a wide variety of

industrial systems and machines.

We were incorporated in the state of New Jersey

on October 1, 2003 under the name of Creative Beauty Supply Corporation and commenced operations as of January 1, 2004.

On November 30,

2007, our Board of Directors approved a plan to dispose of our wholesale and retail beauty supply business.

On May 18, 2015, we changed

our name to Gotham Capital Holdings.

From January 1, 2009 until July 28, 2017, we had no operations.

March 16, 2017, our Board of Directors approved to change our name to “IIOT-OXYS, Inc.”

and authorized a change of

domicile from New Jersey to Nevada.

On March 16, 2017, our Board of Directors

approved to change our name to “IIOT-OXYS, Inc.” and authorized a change of domicile from New Jersey to Nevada.

Impact of COVID-19

During the year ended December 31, 2020,

the effects of a new coronavirus (“COVID-19”) and related actions to attempt to control its spread began to impact

our business.

The impact of COVID-19 on our operating results for the year ended December 31, 2020 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 year ended December 31, 2021, the effects

of a new coronavirus (“COVID-19”) and related actions to attempt to control its spread began to impact our business.

of COVID-19 on our operating results for the year ended December 31, 2021 was limited, in all material respects, due to the government

mandated numerous measures, including closures of businesses, limitations on movements of individuals and goods, and the imposition of

other restrictive measures, in its efforts to mitigate the spread of COVID-19 within the country.

On March 11, 2020, the World Health Organization

designated COVID-19 as a global pandemic.

Governments around the world have mandated, and continue to introduce, orders to slow

the transmission of the virus, including but not limited to shelter-in-place orders, quarantines, significant restrictions on travel,

as well as work restrictions that prohibit many employees from going to work.

Uncertainty with respect to the economic effects

of the pandemic has introduced significant volatility in the financial markets.

Governments around the world have mandated, and continue to introduce, orders to slow the transmission

of the virus, including but not limited to shelter-in-place orders, quarantines, significant restrictions on travel, as well as work restrictions

that prohibit many employees from going to work.

Uncertainty with respect to the economic effects of the pandemic has introduced significant

volatility in the financial markets.

Basis of Presentation

The accompanying financial statements have

been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)

and include the accounts of the Company.

The financial statements and accompanying notes are the representations of the Company’s

management, who is responsible for their integrity and objectivity.

In the opinion of the Company’s management, the financial

statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation.

The accompanying financial statements have been

prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include

the accounts of the Company.

The financial statements and accompanying notes are the representations of the Company’s management,

who is responsible for their integrity and objectivity.

In the opinion of the Company’s management, the financial statements reflect

all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation.

Principles of Consolidation

The consolidated financial statements for

the years ended December 31, 2020 and 2019, respectively, include the accounts of Company, and its wholly-owned subsidiaries OXYS

Corporation and HereLab, Inc.

The consolidated financial statements for the

years ended December 31, 2021 and 2020, respectively, include the accounts of Company, and its wholly-owned subsidiaries OXYS Corporation

and HereLab, Inc.

All significant intercompany balances and transactions have been eliminated.

Reclassifications

Certain amounts in the prior periods presented

have been reclassified to conform to the current period financial statement presentation.

These reclassifications have no effect on previously

reported net income.

Use of Estimates

The preparation of financial statements

in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues

and expenses during the reporting period.

The Company regularly evaluates estimates and assumptions related to the valuation of

accounts payable, accrued liabilities and payable to related party.

The Company bases its estimates and assumptions on current

facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of

which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses

that are not readily apparent from other sources.

The actual results experienced by the Company may differ materially and adversely

from the Company’s estimates.

To the extent there are material differences between the estimates and the actual results,

future results of operations will be affected.

The preparation of financial statements in conformity

with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during

the reporting period.

The Company regularly evaluates estimates and assumptions related to the valuation of accounts payable, accrued

liabilities and payable to related party.

The Company bases its estimates and assumptions on current facts, historical experience and

various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments

about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources.

The actual results experienced by the Company may differ materially and adversely from the Company’s estimates.

To the extent there

are material differences between the estimates and the actual results, future results of operations will be affected.

Going Concern

2 unchanged sentences

As shown in the accompanying financial statements, the

Company has suffered continuing operating losses, used cash flows in operating activities of $117,138 and has an accumulated deficit

of $7,480,678 as of December 31, 2020.

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

to continue as a going concern.

Company has suffered continuing operating losses, used cash flows in operating activities of $ 628,103

and has an accumulated deficit of $ 8,544,232

as of December 31, 2021.

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

going concern.

If the Company is unable to obtain adequate capital, it could be forced to cease operations.

accompanying financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset

amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management believes that the Company will

be able to achieve a satisfactory level of liquidity to meet the Company’s obligations for the next 12 months by generating

cash through additional borrowings and/or sale of equity securities, as needed.

However, there can be no assurance that the Company

will be able to generate sufficient liquidity to maintain its operations.

The financial statements do not include any adjustments

that might result from the outcome of these uncertainties.

The accompanying

financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and

classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management believes that the Company will be able

to achieve a satisfactory level of liquidity to meet the Company’s obligations for the next 12 months by generating cash through

additional borrowings and/or sale of equity securities, as needed.

However, there can be no assurance that the Company will be able to

generate sufficient liquidity to maintain its operations.

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

the outcome of these uncertainties.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING

The following summary of significant accounting

policies of the Company is presented to assist in the understanding of the Company’s financial statements.

These accounting

policies conform to GAAP in all material respects and have been consistently applied in preparing the accompanying financial statements.

policies of the Company is presented to assist in the understanding of the Company’s financial statements.

These accounting policies

conform to GAAP in all material respects and have been consistently applied in preparing the accompanying financial statements.

Cash and Cash Equivalents

The Company considers all highly liquid

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

The Company reported a cash balance

of $103,074 and $24,212 as of December 31, 2020 and 2019, respectively.

Accounts Receivable and Allowance for

Doubtful Accounts

Trade accounts receivable are carried at

original invoice amount less an estimate made for doubtful accounts.

The Company determines the allowance for doubtful accounts

by identifying potential troubled accounts and by using historical experience and future expectations applied to an aging of accounts.

Trade accounts receivable are written off when deemed uncollectible.

Recoveries of trade accounts receivable previously written

off are recorded as income when received.

There was no allowance for doubtful accounts as of December 31, 2020 and December 31,

2019, respectively.

The Company considers all highly liquid instruments

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

The Company reported a cash balance of $ 46,821 and

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

Accounts Receivable and Allowance for Doubtful

Trade accounts receivable are carried at original

invoice amount less an estimate made for doubtful accounts.

The Company determines the allowance for doubtful accounts by identifying

potential troubled accounts and by using historical experience and future expectations applied to an aging of accounts.

Trade accounts

receivable are written off when deemed uncollectible.

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

when received.

There was no allowance for doubtful accounts as of December 31, 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.

The Company regularly reviews the carrying value

and estimated lives of its long-lived assets to determine whether indicators of impairment may exist that warrant adjustments to the carrying

value or estimated useful lives.

The determinants used for this evaluation include management’s estimate of the asset’s ability

to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets

to the Company’s business objectives.

Definite-lived intangible assets are amortized

1 unchanged sentence

Basic and Diluted Earnings (Loss) Per Common Share

The Company computes earnings (loss) per

share in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”), ASC 260, “

per Share”

ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face

of the income statement.

Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the

weighted average number of shares outstanding (denominator) during the period.

Diluted EPS gives effect to all dilutive potential

common shares outstanding during the period using the treasury stock method and convertible note and preferred stock using the

if-converted method.

In computing diluted EPS, the average stock price for the period is used in determining the number of shares

assumed to be purchased from the exercise of stock options or warrants.

Diluted EPS excludes all dilutive potential shares if their

effect is anti-dilutive.

The Company computes earnings (loss) per share

in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”), ASC 260, “ Earnings

ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the

income statement.

Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average

number of shares outstanding (denominator) during the period.

Diluted EPS gives effect to all dilutive potential common shares outstanding

during the period using the treasury stock method and convertible note and preferred stock using the if-converted method.

diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise

of stock options or warrants.

Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

Revenue Recognition

The Company’s revenue is derived

primarily from providing services under contractual agreements.

The Company’s revenue is derived primarily

from providing services under contractual agreements.

The Company recognizes revenue in accordance with ASC Topic No.

606, Revenue from Contracts with Customers (“ASC 606”) which was adopted on January 1, 2018.

According to ASC 606, the Company recognizes

revenue based on the following criteria:

from Contracts with Customers (“ASC 606”) which was adopted on January 1, 2018.

According to ASC 606, the Company recognizes revenue

based on the following criteria:

Identification of a contract or contracts, with a customer.

Identification of the performance obligations in the contract.

Identification of performance obligations in the contract.

Determination of contract price.

1 unchanged sentence

Recognition of revenue when, or as, performance obligation is satisfied.

The Company used a practical expedient

available under ASC 606-10-65-1(f)4 that permits it to consider the aggregate effect of all contract modifications that occurred

before the beginning of the earliest period presented when identifying satisfied and unsatisfied performance obligations, transaction

price, and allocating the transaction price to the satisfied and unsatisfied performance obligations.

The Company has elected to treat shipping

and handling activities as cost of sales.

Additionally, the Company has elected to record revenue net of sales and other similar

The Company used a practical expedient available

under ASC 606-10-65-1(f)4 that permits it to consider the aggregate effect of all contract modifications that occurred before the beginning

of the earliest period presented when identifying satisfied and unsatisfied performance obligations, transaction price, and allocating

the transaction price to the satisfied and unsatisfied performance obligations.

The Company has elected to treat shipping and

handling activities as cost of sales.

Additionally, the Company has elected to record revenue net of sales and other similar taxes.

Concentration of Credit Risk

Financial instruments that potentially

expose the Company to concentrations of risk consist primarily of cash and cash equivalents which are generally not collateralized.

The Company’s policy is to place its cash and cash equivalents with high quality financial institutions, in order to limit

the amount of credit exposure.

Accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC), up

At December 31, 2020 and December 31, 2019, the Company had no amounts in excess of the FDIC insurance limit.

Fair Value of Financial Instruments

and Fair Value Measurements

ASC 820, “

Fair Value Measurements

and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs

when measuring fair value.

ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding

the inputs used to measure fair value.

A financial instrument’s categorization within the fair value hierarchy is based upon

the lowest level of input that is significant to the fair value measurement.

ASC 820 prioritizes the inputs into three levels that

may be used to measure fair value:

Level 1 applies to assets or liabilities

for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities

for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar

assets or liabilities in active markets;

quoted prices for identical assets or liabilities in markets with insufficient volume

or infrequent transactions (less active markets);

or model-derived valuations in which significant inputs are observable or can

be derived principally from, or corroborated by, observable market data.

If the asset or liability has a specified (contractual)

term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 applies to assets or liabilities

for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value

of the assets or liabilities.

The Company’s consolidated financial

instruments consist principally of cash, 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.

The Company accounts for income taxes using

the asset and liability method in accordance with ASC 740, “

Income Taxes”

The asset and liability method provide

that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between

the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards.

tax assets and liabilities are measured using the currently enacted tax rates and laws.

The Company records a valuation allowance

to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Financial instruments that potentially expose

the Company to concentrations of risk consist primarily of cash and cash equivalents which are generally not collateralized.

The Company’s

policy is to place its cash and cash equivalents with high quality financial institutions, in order to limit the amount of credit exposure.

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

At December 31, 2021 and

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

Fair Value of Financial Instruments and Fair

Value Measurements

ASC 820, “ Fair Value Measurements and

Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring

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

The Company’s consolidated financial instruments

consist principally of cash, prepaid expenses, accounts payable, accrued liabilities, notes payable and related parties payable.

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

asset and liability method in accordance with ASC 740, “ Income Taxes” .

The asset and liability method provide that

deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial

reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards.

Deferred tax assets and liabilities

are measured using the currently enacted tax rates and laws.

The Company records a valuation allowance to reduce deferred tax assets to

the amount that is believed more likely than not to be realized.

The Company follows the provisions of ASC 740-10,

740-10, “

Accounting for Uncertain Income Tax Positions .”

When tax returns are filed, it is highly certain that

some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about

the merits of the position taken or the amount of the position that would be ultimately sustained.

In accordance with the guidance

of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all

available evidence, management believes it is more likely than not that the position will be sustained upon examination, including

the resolution of appeals or litigation processes, if any.

“ Accounting for Uncertain Income Tax Positions .” When tax returns are filed, it is highly certain that some positions

taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position

taken or the amount of the position that would be ultimately sustained.

In accordance with the guidance of ASC 740-10, the benefit of

a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes

it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes,

Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is

more than 50 percent likely of being realized upon settlement with the applicable taxing authority.

The portion of the benefits

associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for

unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that

would be payable to the taxing authorities upon examination.

Tax positions that meet the more-likely-than-not recognition

threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with

the applicable taxing authority.

The portion of the benefits associated with tax positions taken that exceeds the amount measured as described

above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any

associated interest and penalties that would be payable to the taxing authorities upon examination.

Convertible Debt and Convertible Preferred

When the Company issues convertible debt

or convertible preferred stock, it first evaluates the balance sheet classification of the convertible instrument in its entirety

to determine whether the instrument should be classified as a liability under ASC 480, Distinguishing Liabilities from Equity ,

and second whether the conversion feature should be accounted for separately from the host instrument.

A conversion feature of

a convertible debt instrument or certain convertible preferred stock would be separated from the convertible instrument and classified

as a derivative liability if the conversion feature, were it a standalone instrument, meets the definition of an “embedded

derivative”

in ASC 815, Derivatives and Hedging .

Generally, characteristics that require derivative treatment include,

among others, when the conversion feature is not indexed to the Company’s equity, as defined in ASC 815-40, or when it must

be settled either in cash or by issuing stock that is readily convertible to cash.

When a conversion feature meets the definition

of an embedded derivative, it would be separated from the host instrument and classified as a derivative liability carried on the

consolidated balance sheet at fair value, with any changes in its fair value recognized currently in the consolidated statements

of operations.

If a conversion feature does not meet the

conditions to be separated and accounted for as an embedded derivative liability, the Company then determines whether the conversion

feature is “beneficial”.

A conversion feature would be considered beneficial if the conversion feature is “in

the money”

when the host instrument is issued or, under certain circumstances, later.

If convertible debt contains a beneficial

conversion feature (“BCF”), the amount of the amount of the proceeds allocated to the BCF reduces the balance of the

convertible debt, creating a discount which is amortized over the debt’s term to interest expense in the consolidated statements

of operations.

When a convertible preferred stock contains

a BCF, after allocating the proceeds to the BCF, the resulting discount is either amortized over the period beginning when the

convertible preferred stock is issued up to the earliest date the conversion feature may be exercised, or if the convertible preferred

stock is immediately exercisable, the discount is fully amortized at the date of issuance.

The amortization is recorded similar

to a dividend.

Convertible debt is accounted for under

the ASC 470-20, Debt –

Debt with Conversion and Other Options.

When the Company issues convertible debt or convertible

preferred stock, it first evaluates the balance sheet classification of the convertible instrument in its entirety to determine whether

the instrument should be classified as a liability under ASC 480, Distinguishing Liabilities from Equity , and second whether the

conversion feature should be accounted for separately from the host instrument.

A conversion feature of a convertible debt instrument

or certain convertible preferred stock would be separated from the convertible instrument and classified as a derivative liability if

the conversion feature, were it a standalone instrument, meets the definition of an “embedded derivative” in ASC 815, Derivatives

and Hedging .

Generally, characteristics that require derivative treatment include, among others, when the conversion feature is not

indexed to the Company’s equity, as defined in ASC 815-40, or when it must be settled either in cash or by issuing stock that is

readily convertible to cash.

When a conversion feature meets the definition of an embedded derivative, it would be separated from the

host instrument and classified as a derivative liability carried on the consolidated balance sheet at fair value, with any changes in

its fair value recognized currently in the consolidated statements of operations.

If a conversion feature does not meet the conditions

to be separated and accounted for as an embedded derivative liability, the Company then determines whether the conversion feature is “beneficial”.

A conversion feature would be considered beneficial if the conversion feature is “in the money” when the host instrument is

issued or, under certain circumstances, later.

If convertible debt contains a beneficial conversion feature (“BCF”), the amount

of the amount of the proceeds allocated to the BCF reduces the balance of the convertible debt, creating a discount which is amortized

over the debt’s term to interest expense in the consolidated statements of operations.

When a convertible preferred stock contains a

BCF, after allocating the proceeds to the BCF, the resulting discount is either amortized over the period beginning when the convertible

preferred stock is issued up to the earliest date the conversion feature may be exercised, or if the convertible preferred stock is immediately

exercisable, the discount is fully amortized at the date of issuance.

The amortization is recorded similar to a dividend.

Convertible debt is accounted for under the ASC

470-20, Debt – Debt with Conversion and Other Options.

Recent Accounting Pronouncements

In December 2019, the Financial Accounting

Standards Board issued Accounting Standards Update (“ASU”) ASU No.

2019-12, Income Taxes (Topic 740) , Simplifying

the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes.

removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent

This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December

15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted.

is currently evaluating the impact of this guidance on its consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06,

Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s

Own Equity (Subtopic 815-40):

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

accounting for convertible instruments by removing major separation models required under current GAAP.

The ASU also removes certain

settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted

earnings per share calculation in certain areas.

The amendments in this ASU are effective for annual and interim periods beginning

after December 15, 2023, although early adoption is permitted.

The Company is in the process of evaluating the impact of this new

guidance on its financial statements.

Other accounting standards that have been

issued or proposed by FASB and do not require adoption until a future date are not expected to have a material impact on the consolidated

financial statements upon adoption.

The Company does not discuss recent pronouncements that are not anticipated to have an impact

on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

In December 2019, the Financial Accounting Standards

Board issued Accounting Standards Update (“ASU”) ASU No.

2019-12, Income Taxes (Topic 740) , Simplifying the Accounting

for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes.

ASU 2019-12 removes certain exceptions

to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application.

This guidance

is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021, and interim periods within

fiscal years beginning after December 15, 2022, with early adoption permitted.

The Company is currently evaluating the impact of this

guidance on its consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Debt—Debt

with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible

instruments by removing major separation models required under current GAAP.

The ASU also removes certain settlement conditions that are

required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation

in certain areas.

The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2023, although

early adoption is permitted.

The Company is in the process of evaluating the impact of this new guidance on its financial statements.

Other accounting standards that have been issued

or proposed by FASB and do not require adoption until a future date are not expected to have a material impact on the consolidated financial

statements upon adoption.

The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated

to its financial condition, results of operations, cash flows or disclosures.

NOTE 3 - INTANGIBLE ASSETS

The Company’s intangible assets comprise

of intellectual property revolving around their field tests, sensor integrations, and board designs.

Intangible assets, net of

amortization at December 31, 2020 and 2019 amounted to $347,856 and $397,492, respectively.

Intangible assets, net of amortization

at December 31, 2021 and 2020 amounted to $ 298,085

and $ 347,856 ,

respectively.

Schedule of intangible assets

December 31,2021

3 unchanged sentences

Intangible Assets, net

At December 31, 2020 and 2019, 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 ten years.

Amortization expense of finite-lived intangibles was $49,636

and $49,500 for the years ended December 31, 2020 and 2019, respectively.

The following table summarizes the Company’s

At December 31, 2021 and 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 ten years.

Amortization expense of finite-lived intangibles was $ 49,771 and $ 49,636 for the

years ended December 31, 2021 and 2020, respectively.

The following table summarizes the Company’s

estimated future amortization expense of intangible assets with finite lives as of December 31, 2021:

Schedule of future amortization

Amortization expense

NOTE 4 - COMMITMENTS AND CONTINGENCIES

In prior years, the Company entered into

consulting agreements with one director, three executive officers, and one engineer of the Company, which include commitments to

issue shares of the Company’s common stock from the Company’s Stock Incentive Plans.

Two agreements have been terminated

and shares have been issued in conjunction with the related separation agreements, but the vested shares related to the remaining

consulting agreements with the three executive officers have not yet been issued in full, and therefore, remain a liability.

to the remaining three agreements, 1,319,000 shares vested in 2019, 2,400,000 shares vested in 2020, and 3,600,000 shares of common

stock will vest in 2021.

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.

All the agreements have been terminated and shares have

been issued in conjunction with the related separation agreements.

According to the terms of the three agreements, 1,319,000 shares vested

in 2019, 2,400,000 shares vested in 2020, and 3,600,000 shares of common stock vested in 2021.

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 $730,836 and $1,102,645 in shares payable in conjunction with these

agreements as of December 31, 2020 and 2019, 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 $ 0 and $ 730,836 in shares payable in conjunction with these agreements as of December 31, 2021

and 2020, respectively.

A summary of these agreements is as follows.

On March 11, 2019, the Company’s

Board of Directors approved the Consulting Agreement dated effective June 4, 2018 with its CEO.

The term of the agreement is for

three years beginning as of the effective date, unless terminated earlier pursuant to the agreement and is automatically renewable

for one-year terms upon the consent of the parties.

The services to be provided by the CEO pursuant to the agreement are those

customary for the position in which the CEO is serving.

As of the effective date, the Company shall issue to the CEO an aggregate

of 3,060,000 shares of the Company’s common stock which vest as follows:

560,000 shares on the first-year anniversary of the effective date;

1,000,000 shares on the second-year anniversary of the effective date;

1,500,000 shares on the third-year anniversary of the effective date.

The shares are issued under the 2019 Stock

Incentive Plan.

Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change

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

As of December

31, 2020 and 2019, 0 shares and 560,000 shares had vested, respectively, but were not yet issued.

As part of the Consulting Agreement dated

June 4, 2018 the CEO shall also receive a monthly fee of $15,000 which accrues unless converted into shares of common stock of

the Company at a conversion rate specified in the agreement.

Until the Company closes a minimum $500,000 capital raise, the monthly

fee accrues and, upon the closing of such a capital raise, $5,000 of the monthly fee will be paid to the CEO in cash and the remainder

will continue to accrue.

Upon the closing of a capital raise of at least $2,000,000, the entire monthly fee will be paid to the

CEO in cash and all accrued and unpaid monthly fees will be paid by the Company within one year of the closing of such a capital

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 March 11, 2019, the Company’s Board of

Directors approved the Consulting Agreement dated effective June 4, 2018 with its CEO.

The term of the agreement is for three years beginning

as of the effective date, unless terminated earlier pursuant to the agreement and is automatically renewable for one-year terms upon the

consent of the parties.

The services to be provided by the CEO pursuant to the agreement are those customary for the position in which

the CEO is serving.

As of the effective date, the Company shall issue to the CEO an aggregate of 3,060,000 shares of the Company’s

common stock which vest as follows:

560,000 shares on the first-year anniversary of the effective

1,000,000 shares on the second-year anniversary of the effective

1,500,000 shares on the third-year anniversary of the effective

The shares are issued under the 2019 Stock Incentive

Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as

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

As of December 31, 2021 and 2020, 3,060,000

shares and 1,560,000 shares had vested and issued, respectively.

On June 11, 2020, the Company entered into a Debt

Forgiveness Agreement with the CEO, pursuant to which the CEO forgave $ 185,000 of accrued and unpaid consulting fees owed to him pursuant

to his consulting agreement with the Company.

On June 12, 2020, the Company entered into an amendment effective January 1, 2020 to the

Consulting Agreement with the CEO.

The amendment stated that from January 1, 2020 until April 23, 2020, the Consultant shall be paid an

hourly wage of $12.75 per hour for services performed.

From April 24, 2020 onward, the Consultant shall be paid an hourly wage of $48.08

an hour for services performed.

Fees may accrue at the discretion of management.

time, the Consultant shall have the right to convert any accrued and unpaid fees into shares of Common Stock of the Company.

conversion price shall equal 90% multiplied by the market price (representing a discount rate of 10%).

As of December 31, 2020

and 2019, the Company recorded $138,602 and $117,001 is in salaries payable to related parties due and payable to the CEO, respectively.

On March 11, 2019, the Company’s

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

The term of the agreement is

for three years beginning as of the effective date, unless terminated earlier pursuant to the agreement and is automatically renewable

for one-year terms upon the consent of the parties.

The services to be provided by the COO pursuant to the agreement are those

customary for the position in which the COO is serving.

As of the effective date, the Company shall issue to the COO an aggregate

of 2,409,000 shares of the Company’s common stock which vest as follows:

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 December 31, 2021 and 2020, the Company recorded $ 145,844 and $ 138,602 is in salaries

payable to related parties due and payable to the CEO, respectively.

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

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

The term of the agreement is for three years

beginning as of the effective date, unless terminated earlier pursuant to the agreement and is automatically renewable for one-year terms

upon the consent of the parties.

The services to be provided by the COO pursuant to the agreement are those customary for the position

in which the COO is serving.

As of the effective date, the Company shall issue to the COO an aggregate of 2,409,000 shares of the Company’s

common stock which vest as follows:

409,000 shares on the first-year anniversary of the effective

1 unchanged sentence

1,200,000 shares on the third-year anniversary of the effective

The shares are issued under the 2017 Stock

Incentive Plan.

Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change

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

As of December

31, 2020 and 2019, 0 shares and 409,000 shares, respectively, had vested, but were not yet issued.

As part of the Consulting Agreement dated

October 1, 2018 the COO shall receive a monthly fee of $12,750 which accrues unless converted into shares of common stock of the

Company at a conversion rate specified in the agreement.

Until the Company closes a minimum $500,000 capital raise, the monthly

fee accrues and, upon the closing of such a capital raise, $4,250 of the monthly fee will be paid to the COO in cash and the remainder

will continue to accrue.

Upon the closing of a capital raise of at least $2,000,000, the entire monthly fee will be paid to the

COO in cash and all accrued and unpaid monthly fees will be paid by the Company within one year of the closing of such a capital

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.

The shares are issued under the 2017 Stock Incentive

Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as

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

As of December 31, 2021 and 2020, 24,090,000

shares and 1,209,000 shares, respectively, had vested and issued, respectively.

On June 11, 2020, the Company entered into a Debt

Forgiveness Agreement with the COO, pursuant to which the COO forgave $ 103,250 of accrued and unpaid consulting fees owed to her pursuant

to her consulting agreement with the Company.

On June 12, 2020, the Company entered into an amendment effective January 1, 2020 to

the Consulting Agreement with the COO.

The amendment stated that from January 1, 2020 until April 23, 2020, the Consultant shall be paid

an hourly wage of $12.75 per hour for services performed.

From April 24, 2020 onward, the Consultant shall be paid an hourly wage of $48.08

an hour for services performed.

Fees may accrue at the discretion of management.

time, the Consultant shall have the right to convert any accrued and unpaid fees into shares of Common Stock of the Company.

conversion price shall equal 90% multiplied by the market price (representing a discount rate of 10%).

As of December 31, 2020

and 2019, the Company recorded $139,078 and $118,000 is in salaries payable to related parties due and payable to the COO, respectively.

On March 11, 2019, the Company’s

Board of Directors approved the Amended and Restated Consulting Agreement dated effective April 23, 2018 with its CTO.

of the agreement is for three years beginning as of the effective date, unless terminated earlier pursuant to the agreement and

is automatically renewable for one-year terms upon the consent of the parties.

The services to be provided by the CTO pursuant

to the agreement are those customary for the position in which the CTO is serving.

As of the effective date, the Company shall

issue to the CTO an aggregate of 1,800,000 shares of the Company’s common stock which vest as follows:

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 December 31, 2021 and 2020, the Company recorded $ 128,081 and $ 139,078 in salaries

payable to related parties due and payable to the COO, respectively.

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

Directors approved the Amended and Restated Consulting Agreement dated effective April 23, 2018 with its CTO.

The term of the agreement

is for three years beginning as of the effective date, unless terminated earlier pursuant to the agreement and is automatically renewable

for one-year terms upon the consent of the parties.

The services to be provided by the CTO pursuant to the agreement are those customary

for the position in which the CTO is serving.

As of the effective date, the Company shall issue to the CTO an aggregate of 1,800,000 shares

of the Company’s common stock which vest as follows:

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

1 unchanged sentence

900,000 shares on the third-year anniversary of the effective

As of December 31, 2020 and 2019, 0 shares

and 300,000 shares had vested, respectively, but were not yet issued.

As part of the Amended and Restated Consulting

Agreement dated effective April 23, 2018 the CTO shall receive a monthly fee of $9,375 which accrues unless converted into shares

of common stock of the Company at a conversion rate specified in the agreement.

Until the Company closes a minimum $500,000 capital

raise, the monthly fee accrues and, upon the closing of such a capital raise, $3,125 of the monthly fee will be paid to the CTO

in cash and the remainder will continue to accrue.

Upon the closing of a capital raise of at least $2,000,000, the entire monthly

fee will be paid to the CTO in cash and all accrued and unpaid monthly fees will be paid by the Company within one year of the

closing of such a capital raise.

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.

Agreement dated effective April 23, 2018 the CTO shall receive a monthly fee of $9,375 which accrues unless converted into shares of common

stock of the Company at a conversion rate specified in the agreement.

Until the Company closes a minimum $500,000 capital raise, the monthly

fee accrues and, upon the closing of such a capital raise, $3,125 of the monthly fee will be paid to the CTO in cash and the remainder

will continue to accrue.

Upon the closing of a capital raise of at least $2,000,000, the entire monthly fee will be paid to the CTO in

cash and all accrued and unpaid monthly fees will be paid by the Company within one year of the closing of such a capital raise.

On April 1, 2021, the Company and CTO mutually

agreed to terminate the Amended and Restated Consulting Agreement.

The Company and CTO agreed to settle for 843,288 shares of common stock

for past services which were valued at the fair value of $270,493.

The Company issued 843,288 shares of common stock to the CTO on April

As of December 31, 2021 and 2020, 0 shares and 900,000 shares had vested and issued, respectively.

On June 11, 2020, the Company entered into a Debt

Forgiveness Agreement with the CTO pursuant to which the CTO forgave $ 82,475 of accrued and unpaid consulting fees owed to him pursuant

to his consulting agreement with the Company.

On June 12, 2020, the Company entered into an amendment effective January 1, 2020 to

the Consulting Agreement with the CTO.

The amendment stated that from January 1, 2020 until April 23, 2020, the Consultant shall be paid

an hourly wage of $12.75 per hour for services performed.

From April 24, 2020 onward, the Consultant shall be paid an hourly wage of $48.08

an hour for services performed.

Fees may accrue at the discretion of management.

time, the Consultant shall have the right to convert any accrued and unpaid fees into shares of Common Stock of the Company.

conversion price shall equal 90% multiplied by the market price (representing a discount rate of 10%).

As of December 31, 2020

and 2019, the Company recorded $129,590 and $108,226 in salaries payable to related parties due and payable to the CTO, respectively.

CONVERTIBLE NOTES PAYABLE

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

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 December 31, 2021 and 2020, the Company recorded

$ 0 and $ 129,590 in salaries payable to related parties due and payable to the CTO, respectively.

NOTE 5 - CONVERTIBLE

NOTES PAYABLE

The following table summarizes the outstanding

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

December 31, 2020

December 31, 2019

Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at $0.10 per share.

Interest is payable quarterly with the balance of principal and interest due on maturity on March 1, 2021.

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, 2021.

The note is secured by substantially all the assets 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 $0.10 per share.

Interest is payable quarterly with the balance of principal and interest due on maturity on March 1, 2021.

The note is secured by substantially all the assets 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 $0.10 per share.

Interest is payable quarterly with the balance of principal and interest due on maturity on March 1, 2021.

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.

Interest is payable quarterly with the balance of principal and interest due on maturity on August 2, 2021.

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 after 180 days from issuance into shares of common stock at $0.20 per share, or 60% of the lowest market price in the preceding 25 days upon an event of default.

Principal and interest due on maturity on March 6, 2020.

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, 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.

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 $0.10 per share.

is payable quarterly with the balance of principal and interest due on maturity on March 1, 2023.

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.

payable annually with the balance of principal and interest due on maturity on March 1, 2024.

The note is secured by substantially

all the assets of the Company.

Convertible note payable to

an investor with interest at 12% per annum.

On February 3, 2021, the investor settled the note and accrued interest, in exchange

for 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 $0.10 per share.

Interest is payable

quarterly with the balance of principal and interest due on maturity on March 1, 2023.

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 April 29, 2022.

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, 2021.

Less unamortized discount

Less current portion

January 18, 2018 Convertible Note and Warrants

On January 18, 2018, the Board of Directors

of the Company approved a non-public offering of up to $1,000,000 aggregate principal amount of its 12% Senior Secured Convertible

The notes are convertible, in whole or in part, into shares of the Company’s common stock, at any time at a rate of

$0.65 per share with fractions rounded up to the nearest whole share, unless paid in cash at the Company’s election.

notes bear interest at a rate of 12% per annum and interest payments will be made on a quarterly basis.

Principal and interest due

on maturity on April 29, 2022.

Less unamortized

January 18, 2018 Convertible Note and Warrants (“Note A”)

On January 18, 2018, the Board of Directors of

the Company approved a non-public offering of up to $1,000,000 aggregate principal amount of its 12% Senior Secured Convertible Notes.

The notes are convertible, in whole or in part, into shares of the Company’s common stock, at any time at a rate of $0.65 per share

with fractions rounded up to the nearest whole share, unless paid in cash at the Company’s election.

The notes bear interest at

a rate of 12% per annum and interest payments will be made on a quarterly basis.

The notes matured on January 15, 2020.

The notes are governed by a Securities

Purchase Agreement and are secured by all the assets of the Company pursuant to a Security and Pledge Agreement.

In addition to

the issuance of the notes in the offering, the Company’s Board of Directors approved, as part of the offering, the issuance

of warrants to purchase one share of the Company’s common stock for 50% of the number of shares of common stock issuable

upon conversion of each note.

Each warrant is immediately exercisable at $0.75 per share, contains certain anti-dilution down-round

features and expires on January 15, 2023.

If the Company ever defaults on the loan, the warrants to be issued will increase from

50% of the number of shares of common stock issuable upon conversion to 100%.

On January 22, 2018, the Company entered

into a SPA and Security and Pledge Agreement with its first investor in the offering and issued a note to the investor in the principal

amount of $500,000.

Subscription funds were received by the Company from the investor on February 7, 2018.

In addition to the note,

the Company issued to the investor 384,615 warrants.

The warrants are considered equity instruments based on the Company’s

adoption of ASU 2017-11.

The proceeds received upon issuing the

note and warrants were allocated to each instrument on a relative fair value basis.

The initial fair value of the warrants was

$838,404 determined using the Black-Scholes valuation model with the following assumptions:

expected term of 2.5 years;

interest rate of 2.1%;

and volatility of 142%.

The effective conversion rate resulted in a Beneficial Conversion Feature greater

than the proceeds received.

Thus, the discount was limited to the proceeds received of $500,000 and was amortized to interest expense

using the effective interest method over the term of the note.

On March 7, 2019, the Board of Directors

of the Company approved Amendment No.

1 to the 12% Senior Secured Convertible Promissory Note and the Warrant Agreement, each issued

January 22, 2018, respectively, to the note holder.

The amendments (i) extend the maturity date of the note to March 1, 2021 and

extend the term of the warrants to March 6, 2024, (ii) lower the conversion price of the note and the exercise price of the warrants

to $0.20 and $0.30, respectively, and (iii) add an adjustment to the conversion and exercise price of the note and warrants, respectively,

in the event the Company does not achieve certain milestones during calendar 2019.

The fair value of the warrants is $25,162 determined

using the Black-Scholes valuation model with the following assumptions:

The notes are governed by a Securities Purchase

Agreement and are secured by all the assets of the Company pursuant to a Security and Pledge Agreement.

In addition to the issuance of

the notes in the offering, the Company’s Board of Directors approved, as part of the offering, the issuance of warrants to purchase

one share of the Company’s common stock for 50% of the number of shares of common stock issuable upon conversion of each note.

warrant is immediately exercisable at $0.75 per share, contains certain anti-dilution down-round features and expires on January 15, 2023.

If the Company ever defaults on the loan, the warrants to be issued will increase from 50% of the number of shares of common stock issuable

upon conversion to 100%.

On March 7, 2019, the Board of Directors of the

Company approved Amendment No.

1 to the 12% Senior Secured Convertible Promissory Note and the Warrant Agreement, each issued January

22, 2018, respectively, to the note holder.

The amendments (i) extend the maturity date of the note to March 1, 2021 and extend the term

of the warrants to March 6, 2024, (ii) lower the conversion price of the note and the exercise price of the warrants to $0.20 and $0.30,

respectively, and (iii) add an adjustment to the conversion and exercise price of the note and warrants, respectively, in the event the

Company does not achieve certain milestones during calendar 2019.

The fair value of the warrants is $ 25,162 determined using the Black-Scholes

valuation model with the following assumptions:

expected term of 2.5 years;

1 unchanged sentence

and volatility of 127%.

The effective conversion rate resulted in a discount of $23,956 and is amortized to interest expense

using the effective interest method over the term of the note.

The Company recognized a loss on extinguishment of debt of $221,232

related to the decrease in conversion price.

On January 1, 2020, the Company failed

to achieve certain milestones during calendar 2019 and, as such, the conversion/exercise prices of the note and warrants were adjusted

to $0.10 and $0.15, respectively.

effective conversion rate resulted in a discount of $ 23,956 and is amortized to interest expense using the effective interest method over

the term of the note.

The Company recognized a loss on extinguishment of debt of $ 221,232 related to the decrease in conversion price.

On January 1, 2020, the Company failed to achieve

certain milestones during calendar 2019 and, as such, the conversion/exercise prices of the note and warrants were adjusted to $0.10 and

$0.15, respectively.

This resulted in an adjustment to retained earnings of $ 201 based on the change in fair value.

Effective January 15, 2020, the Company

went into technical default of the note agreement as a result of not making the December 31, 2019 interest payment within the required

As a result, the principal was increased by 20%, or $100,000, and the Company was required to issue an additional 384,615

warrants at the then effective exercise price of $0.15 per share.

The fair value of the warrants was $44,297, determined using

the Black-Scholes valuation model with the following assumptions:

Effective January 15, 2020, the Company went into

technical default of the note agreement as a result of not making the December 31, 2019 interest payment within the required period.

a result, the principal was increased by 20%, or $100,000, and the Company was required to issue an additional 384,615 warrants at the

then effective exercise price of $0.15 per share.

The fair value of the warrants was $ 44,297 , determined using the Black-Scholes valuation

model with the following assumptions:

expected term of 4.14 years;

1 unchanged sentence

and volatility of 243%.

Due to the default, this value was immediately expensed.

As of March 31, 2020, the exercise price

of the warrants was further adjusted to $0.00084 as a result of the down-round features being triggered.

This resulted in an adjustment

to retained earnings of $71 based on the change in fair value.

As of December 31, 2020, the Company has

accrued interest related to this note of $85,824.

The Company amortized the discount to interest expense $12,060 and $9,918 for

the years ended December 31, 2020 and 2019, respectively.

The Company recorded interest expense of $70,701 and $15,123 for the

years ended December 31, 2020 and 2019, respectively.

The unpaid principal balance of the note is $600,000 as of December 31, 2020,

which includes the default penalty noted above, and the remaining unamortized discount is $1,978.

The conversion shares totaled

6,858,244 shares of common stock, upon conversion of the total principal and accrued interest of $685,824, as of December 31, 2020.

On January 8, 2021, the noteholder 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 Notes) including penalties, were waived,

and all future Events of Default (as defined in the Notes) pertaining to the future payment of interest were waived through maturity

January 2019 Convertible Note and Warrants

On January 22, 2019, the Company entered

into a Securities Purchase Agreement and Security and Pledge Agreement with a single investor and issued a Secured Convertible

Promissory Note to the investor in the principal amount of $55,000.

In addition to the note, the Company issued to the investor

36,667 warrants.

Each warrant is immediately exercisable at $0.75 per share, contains certain anti-dilution down-round features

and expires on January 22, 2024.

If the Company ever defaults on the loan, the warrants to be issued will increase from 50% of

the number of shares of common stock issuable upon conversion to 100%.

The warrants are considered equity instruments based on

the Company’s adoption of ASU 2017-11.

The proceeds received upon issuing the

note and warrants were allocated to each instrument on a relative fair value basis.

The initial fair value of the warrants was

$3,217 determined using the Black-Scholes valuation model with the following assumptions:

expected term of 2.5 years;

interest rate of 2.6%;

and volatility of 128%.

The effective conversion rate resulted in a discount of $3,039 and is amortized

to interest expense using the effective interest method over the term of the note.

As of March 31, 2020, the exercise price

of the warrants was adjusted to $0.00084 as a result of the down-round features being triggered.

This resulted in an adjustment

to retained earnings of $7 based on the change in fair value.

The unpaid principal balance of the note

and accrued interest is $55,000 and $5,342, respectively, as of December 31, 2020, and the remaining unamortized discount is $0.

The Company recorded interest expense of $2,758 and $2,584 for the years ended December 31, 2020 and 2019, respectively.

amortized the discount to interest expense $194 and $2,845 for the year ended December 31, 2020 and 2019, respectively.

and accrued interest is due to a related party.

On June 12, 2020, this note was amended to extend the maturity date to March 1,

2021, and all events of default were waived.

The conversion shares totaled 75,426,918 shares of common stock upon the conversion

of the total principal and accrued interest of $60,342 as of December 31, 2020.

On February 4, 2021, the Secured Convertible

Promissory Noteholder –

B, converted the principal balance of the Secured Convertible Promissory Note of $50,000 into 5,000,000

shares of common stock of the Company (Note 11).

March 2019 Convertible

Note and Warrants On March 7, 2019, the Board of Directors of the Company approved a non-public offering of up to $500,000

aggregate principal amount of its 12% Senior Secured Convertible Notes.

The notes are convertible, in whole or in part, into shares

of the Company’s common stock, at any time at a rate of $0.20 per share with fractions rounded up to the nearest whole share,

unless paid in cash at the Company’s election.

The notes bear interest at a rate of 12% per annum and interest payments will

be made on a quarterly basis.

The notes mature March 1, 2021.

default, this value was immediately expensed.

As of March 31, 2020, the exercise price of the

warrants was further adjusted to $0.00084 as a result of the down-round features being triggered.

This resulted in an adjustment to retained

earnings of $ 71 based on the change in fair value.

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.

14, 2021, the Company entered into amendment to the Note A which limits the respective holder to conversions resulting in beneficial ownership

by the holder and its affiliates of no more than 4.99% of the outstanding shares of common stock of the Company.

Company recorded $100,000 as extinguishment of debt in its statements of operations for the year ended December 31, 2021.

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

March 14, 2022, the noteholder of Note A, effective March 1, 2022, agreed to extend the maturity date of the Senior Secured Convertible

Note to March 1, 2023 in exchange for the reduction of the conversion price to $0.008 per share and one-year extensions as long as the

Note A is not in default.

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).

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 conversion shares totaled 42,603,642 and 6,858,244

shares of common stock, upon conversion of the total principal and accrued interest of $ 426,036 and $ 685,824 , as of December 31, 2021

and 2020, respectively.

The Company amortized the beneficial conversion

feature discount to interest expense of $ 254,660 and $ 12,060 for the years ended December 31, 20221 and 2020, respectively.

The unamortized

discount totaled $ 45,340 and $ 1,978 at December 31, 2021 and 2020, respectively.

In addition, the Company recorded interest expense of

$ 45,212 and $ 70,701 for the year ended December 31, 2021 and 2020, respectively.

Accrued interest payable on Note A was $ 131,036 and $ 85,824

as of December 31, 2021 and 2020, respectively.

The principal balance payable on Note A amounted

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

January 2019 Convertible Note and Warrants (“Note B”)

On January 22, 2019, the Company entered into

a Securities Purchase Agreement and Security and Pledge Agreement with a single investor and issued a Secured Convertible Promissory Note

to the investor in the principal amount of $ 55,000 .

In addition to the note, the Company issued to the investor 36,667 warrants.

warrant is immediately exercisable at $ 0.75 per share, contains certain anti-dilution down-round features and expires on January 22, 2024 .

If the Company ever defaults on the loan, the warrants to be issued will increase from 50% of the number of shares of common stock issuable

upon conversion to 100%.

The warrants are considered equity instruments based on the Company’s adoption of ASU 2017-11.

As of March 31, 2020, the exercise price of the

warrants was adjusted to $ 0.00084 as a result of the down-round features being triggered.

This resulted in an adjustment to retained earnings

of $ 7 based on the change in fair value.

The unpaid principal balance of the note and accrued

interest is $ 55,000 and $ 8,092 at December 31, 2021 and $ 55,000 and $ 5,342 as of December 31, 2020, respectively.

The Company recorded

interest expense of $ 2,750 and $ 2,758 for the years ended December 31, 2021 and 2020, respectively.

The Company amortized the discount

to interest expense $ 0 and $ 194 for the years ended December 31, 2021 and 2020, respectively.

The unamortized discount on the Note B was

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

This note and accrued interest is due to a related party.

On June 12, 2020, this note

was amended to extend the maturity date to March 1, 2022, and all events of default were waived.

The conversion

shares totaled 78,864,418 and 75,426,918 shares of common stock upon the conversion of the total principal and accrued interest of $ 63,092

and $ 60,342 as of December 31, 2021 and 2020, respectively.

On April 6, the Noteholder of Note B agreed to extend the maturity date of

the Note B to March 1, 2024.

March 2019 Convertible Note

and Warrants (“Note C”) and (“Note D”)

On March 7, 2019, the Board of Directors of the

Company approved a non-public offering of up to $500,000 aggregate principal amount of its 12% Senior Secured Convertible Notes (Note

C and Noted D), collectively called “Notes” unless specifically specified otherwise.

The Notes are convertible, in whole or

in part, into shares of the Company’s common stock, at any time at a rate of $0.20 per share with fractions rounded up to the nearest

whole share, unless paid in cash at the Company’s election.

The Notes bear interest at a rate of 12% per annum and interest payments

will be made on a quarterly basis.

The Notes matured on March 1, 2021.

The conversion price of the Notes is also subject to adjustments

if the Company does not achieve certain milestones during the calendar year 2019.

The notes are governed by a Securities

Purchase Agreement and are secured by all the assets of the Company pursuant to a Security and Pledge Agreement.

Funding is subject

to the occurrence of certain milestones, as stated in the SPA.

In addition to the issuance of the notes in the offering, the Company’s

Board of Directors approved, as part of the offering, the issuance of warrants to purchase one share of the Company’s common

stock for 50% of the number of shares of common stock issuable upon conversion of each note.

Each warrant is immediately exercisable

at $0.30 per share and expires five years from the issuance date.

The exercise price of the warrants is also subject to adjustments

if the Company does not achieve certain milestones during the calendar year 2019.

On March 6, 2019, the Company entered into

SPAs and Security and Pledge Agreements with its first two investors in the offering and issued notes to the investors in the aggregate

principal amount of $100,000.

Subscription funds were received by the Company from the investors on March 6, 2019.

to the notes, the Company issued to the investors an aggregate of 250,000 warrants.

Each warrant is immediately exercisable at

$0.30 per share, contains certain anti-dilution down-round features and expires on March 6, 2024.

If the Company ever defaults

on the loan the warrants to be issued will increase from 50% of the number of shares of common stock issuable upon conversion to

The warrants are considered equity instruments based on the Company’s adoption of ASU 2017-11.

The proceeds received upon issuing the

notes and warrants were allocated to each instrument on a relative fair value basis.

The initial fair value of the warrants was

$12,646 determined using the Black-Scholes valuation model with the following assumptions:

The Notes are governed by a Securities Purchase

Agreement and are secured by all the assets of the Company pursuant to a Security and Pledge Agreement.

Funding is subject to the occurrence

of certain milestones, as stated in the SPA.

In addition to the issuance of the Notes in the offering, the Company’s Board of Directors

approved, as part of the offering, the issuance of warrants to purchase one share of the Company’s common stock for 50% of the number

of shares of common stock issuable upon conversion of each Note.

Each warrant is immediately exercisable at $ 0.30 per share and expires

five years from the issuance date.

The exercise price of the warrants is also subject to adjustments if the Company does not achieve certain

milestones during the calendar year 2019.

On March 6, 2019, the Company entered into SPAs

and Security and Pledge Agreements with its first two investors (Note C and Note D) in the offering and issued Notes to the investors

in the principal amount of $ 50,000 each totaling in the aggregate if $ 100,000 .

Subscription funds were received by the Company from the

investors on March 6, 2019.

In addition to the Notes, the Company issued to the investors an aggregate of 250,000 warrants.

is immediately exercisable at $0.30 per share, contains certain anti-dilution down-round features and expires on March 6, 2024.

Company ever defaults on the loan the warrants to be issued will increase from 50% of the number of shares of common stock issuable upon

conversion to 100%.

The warrants are considered equity instruments based on the Company’s adoption of ASU 2017-11.

The proceeds received upon issuing the Notes and

warrants were allocated to each instrument on a relative fair value basis.

The initial fair value of the warrants was $ 12,646 determined

using the Black-Scholes valuation model with the following assumptions:

expected term of 2.5 years;

interest rate of 2.5%;

and volatility of 127%.

The effective conversion rate resulted in a discount of $11,226 and is amortized

to interest expense using the effective interest method over the term of the notes.

On January 1, 2020, the Company failed

to achieve certain milestones during calendar 2019 and, as such, the conversion/exercise prices of the note and warrants were adjusted

to $0.10 and $0.15, respectively.

risk free interest rate of 2.5%;

volatility of 127%.

The effective conversion rate resulted in a discount of $ 11,226 and is amortized to interest expense using the effective

interest method over the term of the Notes.

On January 1, 2020, the Company failed to achieve

certain milestones during calendar 2019 and, as such, the conversion/exercise prices of the Notes and warrants were adjusted to $0.10

and $0.15, respectively.

This resulted in an adjustment to retained earnings of $ 131 based on the change in fair value.

Effective January 15, 2020, the Company

went into technical default of the note agreement as a result of not making the December 31, 2019 interest payment within the required

As a result, the principal was increased by 20%, or $20,000, in aggregate, and the Company was required to issue an additional

250,000 warrants at the then effective exercise price of $0.15 per share.

The fair value of the warrants was $28,793, determined

using the Black-Scholes valuation model with the following assumptions:

Effective January 15, 2020, the Company went into

technical default of the Note agreement as a result of not making the December 31, 2019 interest payment within the required period.

a result, the principal was increased by 20%, or $20,000, in aggregate, and the Company was required to issue an additional 250,000 warrants

at the then effective exercise price of $0.15 per share.

The fair value of the warrants was $ 28,793 , determined using the Black-Scholes

valuation model with the following assumptions:

expected term of 4.14 years;

2 unchanged sentences

Due to the default, this value was immediately expensed.

As of March 31, 2020, the exercise price

of the warrants was further adjusted to $0.00084 as a result of the down-round features being triggered.

This resulted in an adjustment

to retained earnings of $46 based on the change in fair value.

On September 21, 2020, these notes were

amended to reduce the conversion price of an aggregate of $20,000 of the total outstanding principal value of $120,000 from $0.10

to $0.01 per share.

As of March 31, 2020, the exercise price of the

warrants was further adjusted to $0.00084 as a result of the down-round features being triggered.

This resulted in an adjustment to retained

earnings of $ 46 based on the change in fair value.

On September 21, 2020, these Notes were amended

to reduce the conversion price of an aggregate of $20,000 of the total outstanding principal value of $ 120,000 from $0.10 to $0.01 per

The remaining aggregate principal of $100,000 remains convertible at $0.10 per share.

This modification to

the notes was considered substantial (i.

the change in fair value of the conversion feature was greater than 10% of the carrying

value of the debt).

As a result, the modification was accounted for as an extinguishment of debt, resulting in the recognition

of an extinguishment loss of $18,360 for the year ended December 31, 2020.

On October 15, 2020, one of the two investors

converted $10,000 of the principal note amount into 1,000,000 shares of common stock.

As of December 31, 2020, the unpaid principal

balance of the notes is $110,000, which includes the default penalty noted above, accrued interest is $14,632 and the balance of

the unamortized discount is $0.

The Company recorded interest expense of $9,828 and $4,096 for the years ended December 31, 2020

This modification to the Notes was considered

substantial (i.

the change in fair value of the conversion feature was greater than 10% of the carrying value of the debt).

the modification was accounted for as an extinguishment of debt, resulting in the recognition of an extinguishment loss of $ 18,360 for

the year ended December 31, 2020.

On October 15, 2020, the holder of Note C converted

$ 10,000 of the principal note amount into 1,000,000 shares of common stock.

On January 28, 2021, the noteholder of Note C

agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to March 1, 2022 in exchange for the reduction of

the conversion price to $0.01 per share, and all prior Events of Default (as defined in the Note C) including penalties of $10,000 were

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

The Company recorded $ 10,000 as extinguishment of debt in its statements of operations for the year ended December 31, 2021.

recorded $ 30,000 as debt discount on note payable and amortized it to interest expense since the Note C was converted into common stock

of the Company immediately.

The Company amortized the discount to interest expense of $ 30,000 and $ 2,037 for the year ended December 31,

2021 and 2020, respectively.

The Company amortized discount to interest expense of $2,037 and $9,188 for the years ended December 31,

The unamortized discount was $ 0 and $ 0 at December 31, 2021 and 2020, respectively.

In addition, the Company

recorded interest expense on Note C of $ 460 and $ 6,686 for the years ended December 31, 2021 and 2020, respectively.

Accrued interest

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

January 28, 2021, the noteholder of Note D agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to March

1, 2022 in exchange for the reduction of the conversion price to $ 0.01 per share, and all prior Events of Default (as defined in the Note

D) including penalties of $10,000 were waived, and all future Events of Default (as defined in the Note D) pertaining to the future payment

of interest were waived through maturity.

O n December 14, 2021, the Company entered into

amendment to the Note D which limits the respective holder to conversions resulting in beneficial ownership by the holder and its affiliates

of no more than 4.99% of the outstanding shares of common stock of the Company.

Company recorded $ 10,000 as extinguishment of debt in its statements of operations for the year ended December 31, 2021.

The Company recorded

$ 30,000 as the beneficial conversion feature discount on note payable of $50,000 on January 28, 2021.

The Company amortized the beneficial

conversion feature discount to interest expense of $ 25,466 and $ 1,019 for the years ended December 31, 2021 and 2020, respectively.

unamortized discount was $ 4,534 and $ 0 at December 31, 2021 and 2020, respectively.

In addition, the Company recorded interest expense

of $ 6,115 and $ 7,070 for the years ended December 31, 2021 and 2020, respectively.

Accrued interest payable on Note D was $ 14,698 and

$ 6,768 as of December 31, 2021 and 2020, respectively.

The principal balance payable on Note D amounted to $ 50,000 and $ 60,000 on December

31, 2021 and 2020, respectively.

The conversion shares totaled 2,149,015 shares of common stock upon conversion of the total principal

and accrued interest of $124,632 as of December 31, 2020.

On January 22, 2018, the Company issued

Convertible Promissory Notes and Warrants in the principal amounts of $50,000 to a Convertible Promissory Noteholder –

and $50,000 to a Convertible Promissory Noteholder - D, respectively, amending to reduce the conversion price for all principal

and accrued interest to $0.01 per share.

In exchange for the reduction of the conversion price, both the Convertible Promissory

Noteholders agreed to amend the maturity dates to March 1, 2022, and all prior Events of Default (as defined in the Notes) including

penalties, were waived, and all future Events of Default (as defined in the Notes) pertaining to the future payment of interest

were waived through maturity (Note 11).

On February 3, 2021, the Convertible Promissory

Noteholder –

C, converted the principal balance of its convertible promissory note of $40,000 and accrued interest of $6,510

into 4,650,978 shares of common stock of the Company (Note 11).

August 2019 Convertible Note and Warrants

On August 2, 2019, the Company entered

into a Securities Purchase Agreement with an investor for the purchase of a 12% Secured Convertible Note in the principal amount

of up to $125,000.

The note is convertible, in whole or in part, into shares of the Company’s common stock, at any time at

a rate of $0.08 per share with fractions rounded up to the nearest whole share, unless paid in cash at the Company’s election.

The note bears interest at a rate of 12% per annum and interest payments will be made on a quarterly basis.

The note matures August

$75,000, $25,000, and $25,000 subscription funds were received by the Company from the investor on August 2, 2019, September

6, 2019, and October 16, 2019, respectively.

In addition to the note, the Company issued to the investor an aggregate of 781,250

The warrants are considered equity instruments based on the Company’s adoption of ASU 2017-11.

The proceeds received upon issuing the

note and warrants were allocated to each instrument on a relative fair value basis.

The initial fair value of the warrants was

$71,035 determined using the Black-Scholes valuation model with the following assumptions:

expected term of 2.5 years;

interest rate of 1.6%;

and volatility of 132%.

The effective conversion rate resulted in a discount of $104,941 and is amortized

to interest expense using the effective interest method over the term of the note.

Effective January 30, 2020, the Company

went into technical default of the note agreement as a result of not making the December 31, 2019 interest payment within the required

As a result, the Company was required to issue an additional 781,250 warrants at the then effective exercise price of $0.12

The fair value of the warrants was $90,342, determined using the Black-Scholes valuation model with the following assumptions:

On March 14, 2022, the noteholder of Note D, effective

march 1, 2022, agreed to extend the maturity date of the Senior Secured Convertible Note to March 1, 2023 in exchange for the reduction

of the conversion price to $0.008 per share and one-year extensions as long as the Note D is not in default.

The conversion shares of Note D totaled 6,469,754

and 1,588,520 shares of common stock upon the conversion of the total principal and accrued interest of $ 64,698 and $ 68,582 as of December

31, 2021 and 2020, respectively.

August 2019 Convertible Note and Warrants (“Note E”)

On August 2, 2019, the Company entered into a

Securities Purchase Agreement with an investor for the purchase of a 12 % Secured Convertible Note in the principal amount of up to $ 125,000 .

The note is convertible, in whole or in part, into shares of the Company’s common stock, at any time at a rate of $0.08 per share

with fractions rounded up to the nearest whole share, unless paid in cash at the Company’s election.

The note bears interest at

a rate of 12% per annum and interest payments will be made on a quarterly basis.

The note matured on August 2, 2021 .

$ 75,000 , $ 25,000 ,

and $ 25,000 subscription funds were received by the Company from the investor on August 2, 2019, September 6, 2019, and October 16, 2019,

respectively.

In addition to the note, the Company issued to the investor an aggregate of 781,250 warrants.

The warrants were considered

equity instruments based on the Company’s adoption of ASU 2017-11.

The proceeds received upon issuing the note and

warrants were allocated to each instrument on a relative fair value basis.

The initial fair value of the warrants was $ 71,035 determined

using the Black-Scholes valuation model with the following assumptions:

expected term of 2.5 years;

risk free interest rate of 1.6 %;

volatility of 132 %.

The effective conversion rate resulted in a discount of $ 104,941 and is amortized to interest expense using the effective

interest method over the term of the note.

Effective January 30, 2020, the Company went into

technical default of the note agreement as a result of not making the December 31, 2019 interest payment within the required period.

a result, the Company was required to issue an additional 781,250 warrants at the then effective exercise price of $0.12 per share.

fair value of the warrants was $ 90,342 , determined by using the Black-Scholes valuation model with the following assumptions:

term of 4.76 years;

risk free interest rate of 1.6 %;

and volatility of 233 %.

Due to the default, this value was immediately

As of March 31, 2020, the exercise price

of the warrants was adjusted to $0.00084 as a result of the down-round features being triggered.

This resulted in an adjustment

to retained earnings of $70 based on the change in fair value.

As of December 31, 2020, the unpaid principal

balance of the notes was $125,000, the accrued interest is $18,690 and the balance of the unamortized discount is $34,104.

Company recorded interest expense of $15,041 and $3,740 for the years ended December 31, 2020 and 2019, respectively.

amortized the debt discount to interest expense of $52,539 and $18,295 for the years ended December 31, 2020 and 2019, respectively.

Due to the default, this value was immediately expensed.

As of March 31, 2020, the exercise price of the

warrants was adjusted to $ 0.00084 as a result of the down-round features being triggered.

This resulted in an adjustment to retained earnings

of $ 70 based on the change in fair value.

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 $ 34,104 and $ 52,539 for the years ended

December 31, 2021 and 2020, respectively.

The unamortized discount was $ 0 and $ 34,104 at December 31, 2021 and 2020, respectively.

Company recorded interest expense of $ 15,000 and $ 15,051 on Note E for the years ended December 31, 2021 and 2020, respectively.

interest payable on Note E was $ 33,690 and $ 18,690 as of December 31, 2021 and 2020, respectively.

The principal balance payable on Note

E amounted to $ 125,000 and $ 125,000 on December 31, 2021 and 2020, respectively.

The maturity date of the Note E is August 2, 2022.

note is payable to a related party.

The conversion shares totaled 171,059,638 shares of common stock upon conversion of the total

principal and accrued interest of $143,690 as of December 31, 2020.

August 29, 2019 Convertible Note and Warrants

On August 29, 2019, the Company entered

into a Securities Purchase Agreement with an investor for the purchase of a Convertible Promissory Note in the principal amount

of up to $105,000.

The Note is not convertible within 180 days of receipt of funds for the first closing and is then convertible,

in whole or in part, into shares of the Company’s Common Stock at a rate of $0.20 per share.

Upon an “Event of Default,”

as defined in the note, the conversion price becomes the “Variable Conversion Price”

which is defined in the note as

“60% multiplied by the Marked Price.”

“Market Price”

is defined in the note as “the lowest one (1)

Trading Price (as defined in the note) for the common stock during the twenty-five (25) Trading Day period ending on the last complete

Trading Day prior to the Conversion Date.”

The note bears interest at a rate of 10% per annum with principal and accrued

and unpaid interest payable six months from the receipt of funds for each tranche under the note.

Subscription funds of $30,000

were received by the Company from the investor on September 6, 2019 for which the Company paid a purchase price of $35,000.

addition to the notes, the Company issued to the investor an aggregate of 175,000 warrants.

The warrants are considered equity

instruments based on the Company’s adoption of ASU 2017-11.

The proceeds received upon issuing the

notes and warrants were allocated to each instrument on a relative fair value basis.

The initial fair value of the warrants was

$15,868 determined using the Black-Scholes valuation model with the following assumptions:

The conversion shares totaled 188,916,781 shares of common stock upon conversion of the total principal

and accrued interest of $ 158,690 as of December 31, 2021.

August 29, 2019 Convertible Note and Warrants (“Note F”)

On August 29, 2019, the Company entered into a

Securities Purchase Agreement with an investor for the purchase of a Convertible Promissory Note in the principal amount of up to $ 105,000 .

The Note is not convertible within 180 days of receipt of funds for the first closing and is then convertible, in whole or in part, into

shares of the Company’s Common Stock at a rate of $ 0.20 per share.

Upon an “Event of Default,” as defined in the note,

the conversion price becomes the “Variable Conversion Price” which is defined in the note as “60% multiplied by the

Marked Price.” “Market Price” is defined in the note as “the lowest one (1) Trading Price (as defined in the note)

for the common stock during the twenty-five (25) Trading Day period ending on the last complete Trading Day prior to the Conversion Date.”

The note bears interest at a rate of 10 % per annum with principal and accrued and unpaid interest payable six months from the receipt

of funds for each tranche under the note.

Subscription funds of $ 30,000 were received by the Company from the investor on September 6,

2019 for which the Company paid a purchase price of $35,000.

In addition to the notes, the Company issued to the investor an aggregate

of 175,000 warrants.

The warrants are considered equity instruments based on the Company’s adoption of ASU 2017-11.

The proceeds received upon issuing the notes and

warrants were allocated to each instrument on a relative fair value basis.

The initial fair value of the warrants was $ 15,868 determined

using the Black-Scholes valuation model with the following assumptions:

expected term of 2.5 years;

interest rate of 1.4%;

and volatility of 132%.

The effective conversion rate resulted in a discount of $10,378 and is amortized

to interest expense using the effective interest method over the term of the notes.

As of March 31, 2020, the exercise price

of the warrants was adjusted to $0.00084 and the number of warrants was increased to 41,666,667 as a result of the down-round features

being triggered.

risk free interest rate of 1.4 %;

volatility of 132 %.

The effective conversion rate resulted in a discount of $ 10,378 and is amortized to interest expense using the effective

interest method over the term of the notes.

As of March 31, 2020, the exercise price of the

warrants was adjusted to $ 0.00084 and the number of warrants was increased to 41,666,667 as a result of the down-round features being

This resulted in an adjustment to retained earnings of $ 203,002 based on the change in fair value.

1 unchanged sentence

the note went into default upon passing its maturity date.

As a result, a default penalty of $26,250 was recorded and added

to the principal balance.

In addition, the conversion price became the “Variable Conversion Price”

as defined above.

This note became convertible into a variable number of shares of common stock for which there is no floor to the number of shares

that might be required to be issued.

Based on the requirements of ASC 815, Derivatives and Hedging, the conversion feature represents

an embedded derivative that is required to be bifurcated and accounted for as a separate derivative liability.

The derivative liability

is originally recorded at its estimated fair value and is required to be revalued at each conversion event and reporting period.

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

Company valued the conversion feature on the date of default resulting in initial liability of $159,888, which was immediately

expensed as loss on derivative.

At each conversion date, the Company recalculated the value of the derivative liability associated

with the convertible note recording a gain (loss) in connection with the change in fair market value.

In addition, the pro-rata

portion of the derivative liability as compared to the portion of the convertible note converted was reclassed to additional paid-in

For the year ended December 31, 2020, the Company recorded a loss of $114,051 related to the change of fair value of

the derivative liability to additional paid-in capital.

As a result, a default penalty of $ 26,250 was recorded and added to the principal

In addition, the conversion price became the “Variable Conversion Price” as defined above.

This note became convertible

into a variable number of shares of common stock for which there is no floor to the number of shares that might be required to be issued.

Based on the requirements of ASC 815, Derivatives and Hedging, the conversion feature represents an embedded derivative that is required

to be bifurcated and accounted for as a separate derivative liability.

The derivative liability is originally recorded at its estimated

fair value and is required to be revalued at each conversion event and reporting period.

Changes in the derivative liability fair value

are reported in operating results each reporting period.

The Company valued the conversion feature on the

date of default resulting in initial liability of $ 159,888 , which was immediately expensed as loss on derivative.

At each conversion date,

the Company recalculated the value of the derivative liability associated with the convertible note recording a gain (loss) in connection

with the change in fair market value.

In addition, the pro-rata portion of the derivative liability as compared to the portion of the

convertible note converted was reclassed to additional paid-in capital.

For the year ended December 31, 2020, the Company recorded a loss

of $ 114,051 related to the change of fair value of the derivative liability to additional paid-in capital.

Upon issuance and at each conversion, reporting

period date, and extinguishment date, the Company valued the conversion feature using the Black-Scholes option pricing model with

the following assumptions:

conversion prices ranging from $0.0008 to $0.0073, the closing stock price of the Company's common stock

on the date of valuation ranging from $0.0022 to $0.021, an expected dividend yield of 0%, expected volatility ranging from 459%

to 574%, risk-free interest rates ranging from 0.11% to 0.39%, and an expected term of 0.25 years.

On May 20, 2020, the second closing of

the Convertible Promissory Note occurred pursuant to which the Company paid a purchase price of $35,000 and received gross proceeds

In addition to the issuance of the note, the Company issued to the holder warrants to purchase one share of the Company’s

Common Stock for 100% of the number of shares of Common Stock issuable upon conversion of the funds received in the second closing.

Each warrant is immediately exercisable at $0.20 per share, unless adjusted, and expires on May 20, 2025.

On July 29, 2020, the Company entered into

a Settlement and Mutual Release Agreement with the lender pursuant to which the Company paid $100,000 to the lender in exchange

for the full extinguishment of the remaining principal amount and all accrued and unpaid interest and penalties associated with

the Convertible Promissory Note dated August 29, 2019 issued to the lender (approximately $62,000).

All remaining unexercised warrants

to purchase the Company’s Common Stock issued to the lender were also extinguished pursuant to the Settlement Agreement.

Upon receipt of the Settlement Amount by the lender, the lender agreed to release all reserved shares of the Company’s Common

The Settlement Agreement also provides for a full mutual release of the parties.

The settlement payment was allocated to

the extinguished debt and warrants based on their relative fair values.

The difference in the settlement amount allocated to the

debt components, including the related derivative liability, and the actual value of the debt components of $2,155 was recorded

as a gain on extinguishment for the year ended December 31, 2020.

The settlement amount allocated to the warrants of $1,609 was

recorded as a reduction to additional paid-in capital.

In addition, the remaining unamortized discount was fully amortized to interest

expense upon the settlement.

The Company recorded amortization of debt

to interest expense of $39,572 and $25,484 for the years ended December 31, 2020 and 2019, leaving an unamortized debt balance

of $0 and $5,577 at December 31, 2020 and 2019, respectively.

The Company recorded interest expense of $742 and $1,112 for the

years ended December 31, 2020 and 2019, respectively.

July 20 20 Equity Financing Arrangement

On July 29, 2020, the Company entered an

Equity Financing Agreement and Registration Rights Agreement with an investor, pursuant to which the investor agreed to purchase

up to $5,000,000 in shares of the Company’s Common Stock, from time to time over the course of 36 months after effectiveness

of a registration statement on Form S-1 of the underlying shares of Common Stock.

In connection with entering into the Equity

Financing Agreement, on July 29, 2020, the Company issued to the investor a Convertible Promissory Note in the principal amount

of $100,000 (the “$100k Note”).

The $100k Note matures on April 29, 2021 upon which time all accrued and unpaid interest

will be due and payable.

Interest accrues on the $100k Note at 10% per annum based on a 360-day year.

The $100k Note is convertible

at any time, upon the election of the investor, into shares of the Company’s Common Stock at $0.01 per share.

period date, and extinguishment date, the Company valued the conversion feature using the Black-Scholes option pricing model with the

following assumptions:

conversion prices ranging from $ 0.0008 to $ 0.0073 , the closing stock price of the Company's common stock on the

date of valuation ranging from $0.0022 to $0.021, an expected dividend yield of 0 %, expected volatility ranging from 459 % to 574 %, risk-free

interest rates ranging from 0.11 % to 0.39 %, and an expected term of 0.25 years.

On May 20, 2020, the second closing of the Convertible

Promissory Note occurred pursuant to which the Company paid a purchase price of $ 35,000 and received gross proceeds of $ 29,300 .

to the issuance of the note, the Company issued to the holder warrants to purchase one share of the Company’s Common Stock for 100%

of the number of shares of Common Stock issuable upon conversion of the funds received in the second closing.

Each warrant is immediately

exercisable at $ 0.20 per share, unless adjusted, and expires on May 20, 2025 .

On July 29, 2020, the Company entered into a Settlement

and Mutual Release Agreement with the lender pursuant to which the Company paid $ 100,000 to the lender in exchange for the full extinguishment

of the remaining principal amount and all accrued and unpaid interest and penalties associated with the Convertible Promissory Note dated

August 29, 2019 issued to the lender (approximately $62,000).

All remaining unexercised warrants to purchase the Company’s Common

Stock issued to the lender were also extinguished pursuant to the Settlement Agreement.

Upon receipt of the Settlement Amount by the lender,

the lender agreed to release all reserved shares of the Company’s Common Stock.

The Settlement Agreement also provides for a full

mutual release of the parties.

The settlement payment was allocated to the extinguished debt and warrants based on their relative fair

The difference in the settlement amount allocated to the debt components, including the related derivative liability, and the

actual value of the debt components of $ 2,155 was recorded as a gain on extinguishment for the year ended December 31, 2020.

The settlement

amount allocated to the warrants of $ 1,609 was recorded as a reduction to additional paid-in capital.

In addition, the remaining unamortized

discount was fully amortized to interest expense upon the settlement.

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 amortization of debt to interest expense of $ 1,925 and $ 25,484 for the years

ended December 31, 2021 and 2020, leaving an unamortized debt balance of $ 3,637 and $ 0 at December 31, 2021 and 2020, respectively.

Company recorded interest expense of $ 3,903 and $ 742 for the years ended December 31, 2021 and 2020, respectively.

Accrued interest payable

on Note F was $ 1,712 and $ 2,986 as of December 31, 2021 and 2020, respectively.

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

and $ 100,000 on December 31, 2021 and 2020, respectively.

The noteholder of Note F agreed to extend the maturity date of the note from

April 29, 2021 to April 29, 2022 (Note 11).

The conversion shares totaled 3,487,893 shares of common stock upon conversion of the total

principal and accrued interest of $ 34,879 as of December 31, 2021.

2020 Equity Financing Arrangement (“Note G”)

On July 29, 2020, the Company entered an Equity

Financing Agreement and Registration Rights Agreement with an investor, pursuant to which the investor agreed to purchase up to $5,000,000

in shares of the Company’s Common Stock, from time to time over the course of 36 months after effectiveness of a registration statement

on Form S-1 of the underlying shares of Common Stock.

In connection with entering into the Equity Financing

Agreement, on July 29, 2020, the Company issued to the investor a Convertible Promissory Note in the principal amount of $ 100,000 (the

“$100k Note”).

The $100k Note matured on April 29, 2021 upon which time all accrued and unpaid interest was due and payable.

Interest accrued on the $100k Note at 10% per annum based on a 360-day year.

The $100k Note was convertible at any time, upon the election

of the investor, into shares of the Company’s Common Stock at $0.01 per share.

The $100k Note was subject to various “Events

of Default,” which were disclosed in the $100k Note.

Upon the occurrence of an uncured “Event of Default,” the $100k

Note will become immediately due and payable and will be subject to penalties and adjustments to the conversion price (the lesser of:

(a) $0.01 or (b) 70% multiplied by the Market Price (as defined in the $100k Note) (representing a discount rate of 30%).

Upon the issuance

of the $100k Note, the Company has agreed to reserve one times the number of shares of Common Stock into which the $100k Note is convertible

and, 101 days from the issuance of the $100k Note, the Company will reserve two-and-a-half times the number of shares of Common Stock

into which the $100k Note is convertible.

Within three Trading Days (as defined in the $100k Note) of the sale by the investor of all

of the Common Stock issued upon the conversion of the $100k Note, the Company is required to issue to investor a number of shares of Common

Stock priced at the lowest traded price for the relevant Trading Day, which represents the difference between $130,000 and the net proceeds

to the investor from the sale of aggregate Common Stock issued upon the conversion of the $100k Note.

Also, in connection with entering into the Equity

Financing Agreement, on July 29, 2020, the Company issued to the investor a Convertible Promissory Note in the principal amount of $75,000

(the “$75k Note”).

is subject to various “Events of Default,”

which are disclosed in the $100k Note.

Upon the occurrence of an uncured

“Event of Default,”

the $100k Note will become immediately due and payable and will be subject to penalties and adjustments

to the conversion price (the lesser of:

(a) $0.01 or (b) 70% multiplied by the Market Price (as defined in the $100k Note) (representing

a discount rate of 30%).

Upon the issuance of the $100k Note, the Company has agreed to reserve one times the number of shares

of Common Stock into which the $100k Note is convertible and, 101 days from the issuance of the $100k Note, the Company will reserve

two-and-a-half times the number of shares of Common Stock into which the $100k Note is convertible.

Within three Trading Days (as

defined in the $100k Note) of the sale by the investor of all of the Common Stock issued upon the conversion of the $100k Note,

the Company is required to issue to investor a number of shares of Common Stock priced at the lowest traded price for the relevant

Trading Day, which represents the difference between $130,000 and the net proceeds to the investor from the sale of aggregate Common

Stock issued upon the conversion of the $100k Note.

Also, in connection with entering into

the Equity Financing Agreement, on July 29, 2020, the Company issued to the investor a Convertible Promissory Note in the principal

amount of $75,000 (the “$75k Note”).

No proceeds were received for this note as it was issued to offset future

transaction costs related to any future issuances of equity under the agreement.

As a result, the amount has been capitalized as

deferred offering costs in the accompanying balance sheet and will be offset against any future proceeds received under the agreement.

The $75k Note matures on April 29, 2021 upon which time all accrued and unpaid interest will be due and payable.

Interest accrues

on the $75k Note at 10% per annum based on a 360-day year.

The $75k Note is convertible at any time, upon the election of the investor,

into shares of the Company’s Common Stock at $0.0099 per share.

The $75k Note is subject to various “Events of Default,”

which are disclosed in the $75k Note.

Upon the occurrence of an uncured “Event of Default,”

the $75k Note will become

immediately due and payable (multiplied by 130% of the unpaid principal and accrued and unpaid interest) and will be subject to

penalties and adjustments to the conversion price (the lesser of:

(a) $0.01 or (b) 70% multiplied by the Market Price (as defined

in the $75k Note) (representing a discount rate of 30%).

Upon the issuance of the $75k Note, the Company has agreed to reserve

one times the number of shares of Common Stock into which the $75k Note is convertible and, 101 days from the issuance of the $75k

Note, the Company will reserve two-and-a-half times the number of shares of Common Stock into which the $75k Note is convertible.

As of December 31, 2020, the unpaid principal

balance of these notes is $175,000, and the accrued interest is $5,226.

The Company recorded interest expense of $5,226 for the

year ended December 31, 2020.

The conversion shares totaled 18,100,623 shares of common stock upon conversion of the total principal

and accrued interest of $180,226 as of December 31, 2020.

On February 1, 2021, the Convertible Promissory

Noteholder –

G, converted its principal balance of a convertible promissory note of $66,833 and accrued interest of $5,177,

into 7,200,000 shares of common stock of the Company (Note 11).

No proceeds were received for this note as it was issued to offset future transaction costs related

to any future issuances of equity under the agreement.

As a result, the amount has been capitalized as deferred offering costs in the

accompanying balance sheet and will be offset against any future proceeds received under the agreement.

The $75k Note matures on April

29, 2022 upon which time all accrued and unpaid interest will be due and payable.

Interest accrues on the $75k Note at 10% per

annum based on a 360-day year.

The $75k Note is convertible at any time, upon the election of the investor, into shares of the Company’s

Common Stock at $0.01 per share.

The $75k Note is subject to various “Events of Default,” which are disclosed in the $75k

Upon the occurrence of an uncured “Event of Default,” the $75k Note will become immediately due and payable (multiplied

by 130% of the unpaid principal and accrued and unpaid interest) and will be subject to penalties and adjustments to the conversion price

(the lesser of:

(a) $0.01 or (b) 70% multiplied by the Market Price (as defined in the $75k Note) (representing a discount rate of 30%).

Upon the issuance of the $75k Note, the Company has agreed to reserve one time the number of shares of Common Stock into which the $75k

Note is convertible and, 101 days from the issuance of the $75k Note, the Company will reserve two-and-a-half times the number of shares

of Common Stock into which the $75k Note is convertible.

As of December 31, 2021 and 2020, the unpaid principal

balance of Note G was $ 75,000 , and the accrued interest was $ 9,740 and $ 2,240 .

The Company recorded interest expense of $ 7,500 and $ 5,226

for the years ended December 31, 2021 and 2020, respectively.

The Company recorded amortization of debt to interest expense of $ 1,925

and $ 25,484 for the years ended December 31, 2021 and 2020, leaving an unamortized debt balance of $ 3,637 and $ 0 at December 31, 2021

and 2020, respectively.

The conversion shares totaled 8,473,973 shares of common stock upon conversion of the total principal and accrued

interest of $ 84,740 as of December 31, 2021.

NOTE 6 - EARNINGS (LOSS) PER SHARE

1 unchanged sentence

of basic and diluted net loss per share of common stock for the three and nine months ended December 31, 2021 and 2020:

Schedule of earnings per share

Net loss attributable to common stockholders (basic)

3 unchanged sentences

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

Basic net loss per share is calculated

by dividing net loss by the weighted-average number of common shares outstanding during the period.

Diluted net loss per share

is computed by dividing net loss by the weighted-average number of common shares and common share equivalents outstanding for the

Common stock equivalents are only included when their effect is dilutive.

The Company’s potentially dilutive securities

which include stock options, convertible debt, convertible preferred stock and common stock warrants have been excluded from the

computation of diluted net loss per share as they would be anti-dilutive.

For all periods presented, there is no difference in

the number of shares used to compute basic and diluted shares outstanding due to the Company’s net loss position.

The following outstanding common stock

equivalents have been excluded from diluted net loss per common share for the years ended December 31, 2020 and 2019, respectively,

because their inclusion would be anti-dilutive:

Basic net loss per share is calculated by dividing

net loss by the weighted-average number of common shares outstanding during the period.

Diluted net loss per share is computed by dividing

net loss by the weighted-average number of common shares and common share equivalents outstanding for the period.

Common stock equivalents

are only included when their effect is dilutive.

The Company’s potentially dilutive securities which include stock options, convertible

debt, convertible preferred stock and common stock warrants have been excluded from the computation of diluted net loss per share as they

would be anti-dilutive.

For all periods presented, there is no difference in the number of shares used to compute basic and diluted shares

outstanding due to the Company’s net loss position.

The following outstanding common stock equivalents

have been excluded from diluted net loss per common share for the years ended December 31, 2021 and 2020, respectively, because their

inclusion would be anti-dilutive:

of antidilutive shares

As of December 31,

4 unchanged sentences

Total anti-dilutive common stock equivalents

NOTE 7 - PAYCHECK PROTECTION PROGRAM

The Company applied for and received funding

from the Payroll Protection Program (the “

PPP Loan ”) in the amount of $36,700.

under the Coronavirus Aid, Relief

and Economic Security Act (the “

CARES Act ”).

The PPP Loan matures on April 23, 2022 and bears interest

at a rate of 1.0% per annum.

Monthly amortized principal and interest payments are deferred for six months after the date of disbursement ( subject

to further deferral pursuant to the terms of the Paycheck Protection Flexibility Act of 2020).

The Promissory Note contains events

of default and other provisions customary for a loan of this type.

The Paycheck Protection Program provides that the use of PPP

Loan amount shall be limited to certain qualifying expenses and may be partially or wholly forgiven in accordance with the requirements

set forth in the CARES Act.

NOTE 7 - PAYCHECK PROTECTION PROGRAM LOAN

The Company applied for and received funding from

the Payroll Protection Program (the “ PPP Loan ”) in the amount of $ 36,700 under the Coronavirus Aid, Relief and Economic

Security Act (the “ CARES Act ”).

The PPP Loan matures on April 23, 2022 and bears interest at a rate of 1.0 % per annum.

Monthly amortized principal and interest payments are deferred for six months after the date of disbursement (subject to further

deferral pursuant to the terms of the Paycheck Protection Flexibility Act of 2020).

The Promissory Note contains events of default and

other provisions customary for a loan of this type.

The Paycheck Protection Program provides that the use of PPP Loan amount shall be

limited to certain qualifying expenses and may be partially or wholly forgiven in accordance with the requirements set forth in the CARES

On August 31, 2021, the Company received a notification from the Small Business Administration approving the forgiveness of the PPP

Loan in the amount of $ 36,700 .

The Company recorded the PPP Loan of $ 0 and $ 36,700 as a liability on its Balance Sheet at December 31,

2021 and 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 year ended

December 31, 2021.

NOTE 8 - RELATED PARTIES

At December 31, 2020 and 2019, the amount

due to two stockholders was $1,000 relating to depositing funds for opening bank accounts for the Company.

In January 2018, the Company entered into

a lease agreement with a stockholder of the Company and paid monthly installments of $2,000 which terminated on December 31, 2019.

The Company leases its current office facility on a month-to-month basis at a monthly rent of $250 starting January 1, 2020.

the year ended December 31, 2020 and 2019, rent expense earned by the stockholder amounted to $3,000 and $24,000, respectively.

The Company has recorded $18,000 and $15,000 of rent payable to the stockholder in accounts payable as of December 31, 2020 and

2019, respectively.

The Company recorded professional fees

paid to officers and a director amounting to $7,182 and $0 for the year ended December 31, 2020 and 2019, respectively.

At December 31, 2021 and 2020, the amount due

to two stockholders was $ 1,000 relating to depositing funds for opening bank accounts for the Company.

The Company leases its current office facility

on a month-to-month basis at a monthly rent of $250 starting January 1, 2020.

For the year ended December 31, 2021 and 2020, rent expense

earned by the stockholder amounted to $ 3,000 and $ 3,000 , respectively.

The Company has recorded $ 750 and $ 16,500 of rent payable to the

stockholder in accounts payable as of December 31, 2021 and 2020, respectively.

The Company recorded professional fees paid to

officers and a director amounting to $ 7,182 and $ 0 for the year ended December 31, 2020 and 2019, respectively.

The Company awarded shares payable to officers

and a director valued at $728,892 and $726,900 for the years ended December 31, 2020 and 2019, respectively, pursuant to the terms

of an exchange agreement (Note 4).

The officers and a director converted shares payable valued at $685,350 into 2,284,500 shares

of common stock, and shares payable valued at $415,350 into 15,845 shares of Series A Supervoting Convertible Preferred Stock during

the year ended December 31, 2020.

No shares payable compensation was converted into shares of common stock or preferred stock during

the year ended December 31, 2019.

and a director valued at $ 349,657 and $ 728,892 for the years ended December 31, 2021 and 2020, respectively, pursuant to the terms of

an exchange agreement (Note 4).

Shares payable to officers and a director were $ 0 and $ 730,836 at December 31, 2021 and 2020, respectively.

The officers and a director converted shares payable valued at $ 1,062,986 into 3,543,288 shares of common stock for the year ended December

31, 2021, and shares payable valued at $ 415,350 into 15,845 shares of Series A Supervoting Convertible Preferred Stock during the year

ended December 31, 2020.

No convertible preferred stock was issued to related parties in 2021.

NOTE 9 - STOCKHOLDERS' EQUITY

The Company has authorized 190,000,000

shares of $0.001 par value common stock and 10,000,000 shares of $0.001 par value preferred stock.

The Company has an authorized capital of 1,000,000,000

shares of $ 0.001 par value common stock and 10,000,000 shares of $ 0.001 par value preferred stock at December 31, 2021.

The Company had

shares and 43,313,547 shares of common stock, and 25,845 shares and 0 shares of preferred stock, issued and outstanding as of December

31, 2020 and 2019, respectively.

220,254,395 shares and 145,110,129 shares of common stock, and 25,896 shares and 25,845 shares of preferred stock, issued and outstanding

as of December 31, 2021 and 2020, respectively.

On January 4, 2021, pursuant to the authorization

and approval previously provided by the stockholders, the Company filed a Certificate of Amendment to its Articles of Incorporation with

the Secretary of State of Nevada to increase its authorized shares of common stock, $0.001 par value per share, from 190,000,000 shares

to 1,000,000,000 shares, which filing became effective on January 18, 2021.

Holders of shares of common stock are entitled

to one vote for each share on all matters to be voted on by the stockholders.

Holders of common stock do not have cumulative voting

Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the

Board of Directors in its discretion from funds legally available, therefore.

In the event of liquidation, dissolution, or winding

up of the Company, the holders of common stock are entitled to share pro rata in all assets remaining after payment in full of

all liabilities.

All of the outstanding shares of common stock are fully paid and non-assessable.

Holders of common stock have

no preemptive rights to purchase the Company’s common stock.

There are no conversion or redemption rights or sinking fund

provisions with respect to the common stock.

On December 14, 2017 (the “Effective

Date”), the Board of Directors of the Company approved the 2017 Stock Inventive Plan (the “2017 Plan”).

may be made under the 2017 Plan for up to 4,500,000 shares of common stock of the Company.

All of the Company’s employees,

officers and directors, as well as consultants and advisors to the Company are eligible to be granted awards under the 2017 Plan.

No awards can be granted under the 2017 Plan after the expiration of 10 years from the Effective Date but awards previously granted

may extend beyond that date.

Awards may consist of both incentive and non-statutory options, restricted stock units, stock appreciation

rights, and restricted stock awards.

On March 11, 2019 (the “Effective

Date”) the Board of Directors of the Company approved the 2019 Stock Incentive Plan (the “Plan”).

be made under the Plan for up to 5,000,000 shares of common stock of the Company.

All of the Company’s employees, officers

and directors, as well as consultants and advisors to the Company are eligible to be granted awards under the Plan.

No awards can

be granted under the Plan after the expiration of 10 years from the Effective Date but awards previously granted may extend beyond

Awards may consist of both incentive and non-statutory options, restricted stock units, stock appreciation rights, and

restricted stock awards.

Shares earned and issued related to the

consulting agreements are issued under the 2017 Stock Incentive Plan and the 2019 Stock Incentive Plan (Note 4).

Vesting of the

shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as defined in the

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

A summary of the status of the Company’s

Holders of common stock do not have cumulative voting rights.

Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors

in its discretion from funds legally available, therefore.

In the event of liquidation, dissolution, or winding up of the Company, the

holders of common stock are entitled to share pro rata in all assets remaining after payment in full of all liabilities.

All of the outstanding

shares of common stock are fully paid and non-assessable.

Holders of common stock have no preemptive rights to purchase the Company’s

common stock.

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

On January 28, 2021, the noteholder of Note C

converted the principal balance of $ 40,000 of its convertible promissory note and $ 6,510 of accrued interest, into 4,650,978 shares of

common stock of the Company (Note 5).

On February 1, 2021, the noteholder of Note F

converted the principal balance of $ 66,833 of its convertible promissory note and $ 5,177 of accrued interest into 7,200,000 shares of

common stock of the Company (Note 5).

On February 4, 2021, the noteholder of Note A

converted the principal balance of $ 50,000 of its convertible promissory note into 5,000,000 shares of common stock of the Company (Note

On February 24, 2021, the Company entered into

a Common Stock Purchase Agreement with an investor pursuant to which the investor agreed to purchase up to $5,000,000 of the Company’s

registered common stock at $0.015 per share.

Pursuant to the Agreement, purchases may be made by the Company during the Commitment Period

(as defined in the Agreement) through the submission of a purchase notice to the investor no sooner than ten business days after the preceding

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

at any given time.

There are certain conditions precedent to each purchase including, among others, an effective registration statement

in place and the VWAP of the closing price of the Company’s common stock greater than $0.0175 for the Company's common stock during

the five business days prior to the closing.

On February 26, 2021, March 16, 2021, April 14, 2021 and August 3, 2021, the investor purchased

8,000,000 shares, 8,400,000 shares, 8,900,000 shares and 10,200,000 shares of common stock for a cash consideration of $ 120,000 , $ 126,000 ,

$ 133,500 , and $ 153,000 , respectively.

On April 1, 2021, the Company’s Chief Technology

Officer resigned from his employment with the Company.

In settlement of the Company’s total obligations with the officer upon separation,

the Company issued 843,288 shares of its common stock valued at $ 252,986 as award shares payable pursuant to the Stock Incentive Plan

for services performed (Note 8).

On April 15, 2021, the noteholder of Note A converted

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

On May 20, 2021, the Company issued to a consultant

for services rendered, pursuant to a consulting agreement, 500,000 shares of common stock valued at the fair market price on the date

of issuance of $ 7,800 .

On May 20, 2021, the Company issued to a consultant

for services, pursuant to a consulting agreement, 50,000 shares of common stock valued at the fair market price on the date of issuance

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).

On November 23, 2021, the noteholders of Notes

F and G agreed to extend the maturity date of their Convertible Promissory Notes in exchange of receiving 1,250,000 shares of common stock

valued at the fair market price of $ 11,125 on the date of issuance (Note 6).

On December 21, 2021, the Company issued 1,800,000

shares of common stock to the noteholder of Note F as commitment fee for making equity financing available to the Company.

recorded the fair value of such common stock issued at the fair market price of $ 15,300 on the date of issuance of common stock.

On December 21, 2021, the Company issued 1,200,000

shares of common stock to its Chief Operating Officer valued at $ 360,000 , and issued 150,000 shares of common stock to a consultant valued

at $ 1,800 in satisfaction of accrued shares payable compensation (Note 8).

As a result of all common stock issuances, the

Company recorded 220,254,396 shares and 145,110,130 shares of common stock issued and outstanding at December 31, 2021 and December 31,

2020, respectively.

Stock Incentive Plans

On December 14, 2017 (the “Effective Date”),

the Board of Directors of the Company approved the 2017 Stock Inventive Plan (the “2017 Plan”).

Awards may be made under the

2017 Plan for up to 4,500,000 shares of common stock of the Company.

All of the Company’s employees, officers and directors, as

well as consultants and advisors to the Company are eligible to be granted awards under the 2017 Plan.

No awards can be granted under

the 2017 Plan after the expiration of 10 years from the Effective Date but awards previously granted may extend beyond that date.

may consist of both incentive and non-statutory options, restricted stock units, stock appreciation rights, and restricted stock awards.

On March 11, 2019 (the “Effective Date”)

the Board of Directors of the Company approved the 2019 Stock Incentive Plan (the “2019 Plan”).

Awards may be made under the

Plan for up to 5,000,000 shares of common stock of the Company.

All of the Company’s employees, officers and directors, as well

as consultants and advisors to the Company are eligible to be granted awards under the 2019 Plan.

No awards can be granted under the Plan

after the expiration of 10 years from the Effective Date but awards previously granted may extend beyond that date.

Awards may consist

of both incentive and non-statutory options, restricted stock units, stock appreciation rights, and restricted stock awards.

Shares earned and issued related to the consulting

agreements are issued under the 2017 Plan and the 2019 Plan (Note 4).

Vesting of the shares is subject to acceleration of vesting upon

the occurrence of certain events such as a Change of Control (as defined in the agreement) or the listing of the Company’s common

stock on a senior exchange.

A summary of the status of the Company’s

non-vested shares as December 31, 2021 and 2020 and changes during the year then ended, is presented below:

Non-vested Shares of Common Stock

Weighted Average Fair Value

Summary of non-vested shares

Balance at December 31, 2019

( 2,400,000 )

Balance at December 31, 2020

( 3,600,000 )

Balance at December 31, 2021

On March 6, 2020, six months from receipt

of the first tranche of $35,000 under the Convertible Promissory Note issued on August 29, 2019, the Company failed to pay the

accrued and unpaid interest, which is considered an “Event of Default”

under the note.

As a result, the conversion

price became a “Variable Conversion Price.”

Also, as a result of the occurrence of the “Event of Default,”

all amounts owing under the note became immediately due and payable and the Company became obligated to pay to the holder 175%

of the then outstanding balance of the note and all unpaid principal and unpaid interest accrued interest at 15%.

During the year

ended December 31, 2020, the holder of the note had converted $35,000 of principal, $1,636 of interest, plus fees of $16,000 into

50,950,000 shares of Common Stock amounting to $52,636.

Furthermore, the holder of the note exercised $35,000 worth of warrants

and $726 worth of fees into 40,802,082 shares of common stock.

On March 6, 2019, the Company executed

a Convertible Promissory Note of $50,000 payable to an investor, with interest at 12% per annum, and maturing on March 1, 2021.

On October 5, 2020, the investor converted $10,000 of the principal of the Convertible Promissory Note into 1,000,000 shares of

common stock at $0.01 per share, with remaining principal and interest convertible into shares of common stock at $0.10 per share.

Series A Supervoting Convertible

Preferred Stock

On July 2, 2020, the Board of Directors

of the Corporation had authorized issuance of 15,600 shares of preferred stock, $0.001 par value per share, designated as Series

A Supervoting Preferred Stock.

Initially, there will

be no dividends due or payable on the Series A Supervoting Preferred Stock.

Any future terms with respect to dividends shall be

determined by the Board consistent with the Corporation’s Articles of Incorporation.

Series A Supervoting Convertible Preferred

On July 2, 2020, the Board of Directors of the

Corporation had authorized issuance of 15,600 shares of preferred stock, $ 0.001 par value per share, designated as Series A Supervoting

Preferred Stock.

Initially, there will be no

dividends due or payable on the Series A Supervoting Preferred Stock.

Any future terms with respect to dividends shall be determined by

the Board consistent with the Corporation’s Articles of Incorporation.

Liquidation and Redemption Rights :

Upon the occurrence of a Liquidation Event (as defined below), the holders of Series A Supervoting Preferred Stock are entitled

to receive net assets on a pro-rata basis.

Each holder of Series A Supervoting Preferred Stock is entitled to receive ratably

any dividends declared by the Board, if any, out of funds legally available for the payment of dividends.

Liquidation Event means

(i) the liquidation, dissolution or winding-up, whether voluntary or involuntary, of the corporation, (ii) the purchase or redemption

by the corporation of the shares of any class of stock or the merger or consolidation of the corporation with or into any other

corporation or corporations, or (iii) the sale, license or lease of all or substantially all, or any material part of, the Corporation’s

Each holder of Series

A Supervoting Preferred Stock may voluntarily convert its shares into shares of common stock of the Corporation at a rate of 1:100

(as may be adjusted for any combinations or splits with respect to such shares).

All shares of the Series

A Supervoting Preferred Stock shall rank senior to the Corporation’s (A) common stock, par value $0.001 per share, and any

other class or series of capital stock of the Corporation hereafter created.

the occurrence of a Liquidation Event (as defined below), the holders of Series A Supervoting Preferred Stock are entitled to receive

net assets on a pro-rata basis.

Each holder of Series A Supervoting Preferred Stock is entitled to receive ratably any dividends declared

by the Board, if any, out of funds legally available for the payment of dividends.

Liquidation Event means (i) the liquidation, dissolution

or winding-up, whether voluntary or involuntary, of the corporation, (ii) the purchase or redemption by the corporation of the shares

of any class of stock or the merger or consolidation of the corporation with or into any other corporation or corporations, or (iii) the

sale, license or lease of all or substantially all, or any material part of, the Corporation’s assets.

Each holder of Series A Supervoting

Preferred Stock may voluntarily convert its shares into shares of common stock of the Corporation at a rate of 1:100 (as may be adjusted

for any combinations or splits with respect to such shares).

All shares of the Series A Supervoting

Preferred Stock shall rank senior to the Corporation’s (A) common stock, par value $0.001 per share, and any other class or series

of capital stock of the Corporation 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:

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}]

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

respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent ,

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

{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 are entitled to vote or to which stockholders are entitled to give consent ,

the holders of the outstanding shares of Series A Super Voting Preferred Stock shall vote together

with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required

by applicable law or the Articles of Incorporation or Bylaws.

On November 9, 2020, the Company awarded

a director for services rendered, 1,000,000 shares of common stock valued at its fair value on the date of issuance of $8,600 and

concurrently, exchanged the common stock for Series A Supervoting Convertible Preferred Stock, and accrued interest of $168 relating

to the outstanding convertible note which was convertible into common stock, was converted into Series A Supervoting Convertible

with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable

law or the Articles of Incorporation or Bylaws.

On November 9, 2020, the Company awarded a director

for services rendered, 1,000,000 shares of common stock valued at its fair value on the date of issuance of $8,600 and concurrently, exchanged

the common stock for Series A Supervoting Convertible Preferred Stock, and accrued interest of $168 relating to the outstanding convertible

note which was convertible into common stock, was converted into Series A Supervoting Convertible Preferred Stock.

The Company issued

12,000 shares of Series A Supervoting Convertible Preferred Stock in exchange of $8,768 of services rendered and accrued interest for

the year ended December 31, 2020.

On December 31, 2020, the officers and a director

converted $685,350 of their vested shares payable compensation costs into 2,284,500 shares of the Company’s common stock and $415,350

of their unrecognized compensation costs into 13,845 shares of the Company’s Series A Convertible Preferred Stock.

total unrecognized compensation costs related to the non-vested share-based compensation arrangements awarded to employees were $730,836

and $1,102,645 as of December 31, 2020 and 2019, respectively.

That cost is expected to be recognized over a weighted-average period of

0.5 years and 1.4 years as of December 31, 2020 and December 31, 2019, respectively.

The total fair value of shares compensation recognized

during the year ended December 31, 2020 and 2019, was $728,892 and $685,416, respectively.

The Company did not issue any Series A Supervoting

Convertible Preferred Stock during the year ended December 31, 2021.

The Company had 25,845 shares of Series A Supervoting Convertible

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

Series B Convertible Preferred Stock Equity

On November 16, 2020, the Board of Directors of

the Corporation had authorized issuance of up to 600 shares of preferred stock, $ 0.001 par value per share, designated as Series B Convertible

Preferred Stock.

The Company issued 12,000 shares of Series A Supervoting Convertible Preferred Stock in exchange of $8,768 of

services rendered and accrued interest for the year ended December 31, 2020.

On December 31, 2020, the officers and

a director converted $685,350 of their vested shares payable compensation costs into 2,284,500 shares of the Company’s common

stock and $415,350 of their unrecognized compensation costs into 13,845 shares of the Company’s Series A Convertible Preferred

As a result, total unrecognized compensation costs related to the non-vested share-based compensation arrangements awarded

to employees were $730,836 and $1,102,645 as of December 31, 2020 and 2019, respectively.

That cost is expected to be recognized

over a weighted-average period of 0.5 years and 1.4 years as of December 31, 2020 and December 31, 2019, respectively.

fair value of shares compensation recognized during the year ended December 31, 2020 and 2019, was $728,892 and $685,416, respectively.

Series B Convertible Preferred Stock

Equity Financing

On November 16, 2020, the Board of Directors

of the Corporation had authorized 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 shall have 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 Preferred Stock shall be entitled to receive, and the Corporation shall pay, cumulative dividends of 12% per annum,

payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Series B Convertible Preferred

Share has been converted or redeemed (the “Dividend End Date”).

Dividends may be paid in cash or in shares of Series

B Convertible Preferred Stock.

From and after the initial Closing Date, in addition to the payment of dividends pursuant to Section

2(a), each Holder shall be entitled to receive, and the Corporation 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 Corporation shall pay no dividends on shares of

the common stock unless it simultaneously complies with the previous sentence.

Each share of Preferred Stock shall have 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

Preferred Stock shall be entitled to receive, and the Corporation shall pay, cumulative dividends of 12% per annum, payable quarterly,

beginning on the Original Issuance Date and ending on the date that such share of Series B Convertible Preferred Share has been converted

or redeemed (the “Dividend End Date”).

Dividends may be paid in cash or in shares of Series B Convertible Preferred Stock.

From and after the initial Closing Date, in addition to the payment of dividends pursuant to Section 2(a), each Holder shall be entitled

to receive, and the Corporation 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 Corporation shall pay no dividends on shares of the common stock unless it simultaneously complies with the previous

Voting Rights :

The Series B Convertible

Preferred Stock will vote together with the common stock on an as converted basis subject to the Beneficial Ownership Limitations

(not in excess of 4.99% conversion limitation).

However, as long as any shares of Series B Convertible Preferred Stock are outstanding,

the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series

B Convertible Preferred Stock directly and/or indirectly (a) alter or change adversely the powers, preferences or rights given

to the Series b Convertible Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class

of stock ranking as to redemption or distribution of assets upon a Liquidation (as defined in Section 5) 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 or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”), the Holders shall

be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated Value,

plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon under this Certificate

of Designation, for each share of Series B Convertible Preferred Stock before any distribution or payment shall be made to the

holders of any Junior Securities, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then

the entire assets to be distributed to the Holders shall be ratably distributed among the Holders in accordance with the respective

amounts that would be payable on such shares if all amounts payable thereon were paid in full.

Each share of Series

B Convertible Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at

the option of the Holder thereof, into that number of shares of common stock (subject to the limitations) determined by dividing

the Stated Value of such share of Series B Convertible Preferred Stock by the Conversion Price.

The Conversion Price for the Series

b Convertible Preferred Stock shall be the amount equal to the lowest traded price for the Company’s common stock for the

fifteen (15) Trading Days immediately preceding the date of such conversion.

All such foregoing determinations will be appropriately

adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately

decreases or increases the common stock during such measuring period.

Following an event of default, the Conversion price shall

equal the lower of :

Preferred Stock will vote together with the common stock on an as converted basis subject to the Beneficial Ownership Limitations (not

in excess of 4.99% conversion limitation).

However, as long as any shares of Series B Convertible Preferred Stock are outstanding, the

Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series B Convertible

Preferred Stock directly and/or indirectly (a) alter or change adversely the powers, preferences or rights given to the Series b Convertible

Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to redemption

or distribution of assets upon a Liquidation (as defined in Section 5) senior to, or otherwise pari passu with, the Series b Convertible

Preferred Stock or, authorize or create any class of stock ranking as to dividends senior to, or otherwise pari passu with, the Series

b Convertible Preferred Stock, (c) amend its Articles of Incorporation or other charter documents in any manner that adversely affects

any rights of the Holders, (d) increase the number of authorized shares of Series B Convertible Preferred Stock, or (e) enter into any

agreement with respect to any of the foregoing.

Liquidation :

Upon any liquidation, dissolution

or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”), the Holders shall be entitled to receive

out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated Value, plus any accrued and unpaid dividends

thereon and any other fees or liquidated damages then due and owing thereon under this Certificate of Designation, for each share of Series

B Convertible Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets

of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be

ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable

thereon were paid in full.

Each share of Series B Convertible

Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at the option of the Holder

thereof, into that number of shares of common stock (subject to the limitations) determined by dividing the Stated Value of such share

of Series B Convertible Preferred Stock by the Conversion Price.

The Conversion Price for the Series b Convertible Preferred Stock shall

be the amount equal to the lowest traded price for the Company’s common stock for the fifteen (15) Trading Days immediately preceding

the date of such conversion.

All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock

combination, reclassification or similar transaction that proportionately decreases or increases the common stock during such measuring

Following an event of default, the Conversion price shall equal the lower of :

(a) the then applicable Conversion Price;

or (b) a price per share equaling 80% of the lowest traded price

for the Company’s common stock during the ten (10) trading days preceding the relevant Conversion.

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

On November 19, 2020, pursuant to the terms

of a Securities Purchase Agreement dated November 16, 2020 (the “SPA”), the Company entered into a new preferred equity

financing agreement with GHS Investments, LLC (“GHS”) in the amount of up to $600,000.

The SPA provides for GHS’s

purchase, from time to time, of up to 600 shares of the newly-designated Series B Convertible Preferred Stock.

The initial closing

under the SPA consisted of 45 shares of Series B Convertible Preferred Stock, stated value $1,200 per share, issued to GHS for

an initial purchase price of $45,000, or $1,000 per share.

At the Company’s option, and subject to the terms of the SPA and

the Certificate of Designation for the Series B Convertible Preferred Stock (the “COD”), additional closings in the

amount of 40 shares of Series B Convertible Preferred Stock for a total purchase price of $40,000 may take place at a rate of up

to once every 30 days.

In connection with the initial closing in the amount of 45 shares of Series B Convertible Preferred Stock,

the Company issued an additional 25 shares of Series B Convertible Preferred Stock to GHS as a service fee.

The Company’s ability to conduct

additional closings under the SPA is subject to certain conditions, including the following:

The Company’s continued compliance with all covenants and agreements under the SPA and the COD, with no uncured defaults under the Company’s agreements with GHS;

The continued quotation of the Company’s common stock on the over-the-counter market or another trading market or exchange;

The average daily dollar trading volume for the Company’s common stock for the 30 trading days preceding each additional closing must be at least $10,000 per day;

The closing market price for the Company’s common stock must be at least $0.01 for each of the 30 trading days preceding each additional closing.

No additional closings may take place

after the two-year anniversary of the SPA, or once the entire $600,000 amount has been funded.

If the average daily dollar trading

volume for the Company’s common stock for the 30 trading days preceding a particular additional closing is at least $50,000

per day, the Company may, at its option, increase the amount of that additional closing to 75 shares of Series B Convertible Preferred

Stock ($75,000).

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

On November 19, 2020, pursuant to the terms of

a Securities Purchase Agreement dated November 16, 2020 (the “SPA”), the Company entered into a new preferred equity financing

agreement with GHS Investments, LLC (“GHS”) in the amount of up to $600,000.

The SPA provides for GHS’s purchase, from

time to time, of up to 600 shares of the newly-designated Series B Convertible Preferred Stock.

The initial closing under the SPA consisted

of 45 shares of Series B Convertible Preferred Stock, stated value $1,200 per share, issued to GHS for an initial purchase price of $45,000,

or $1,000 per share.

At the Company’s option, and subject to the terms of the SPA and the Certificate of Designation for the Series

B Convertible Preferred Stock (the “COD”), additional closings in the amount of 40 shares of Series B Convertible Preferred

Stock for a total purchase price of $40,000 may take place at a rate of up to once every 30 days.

In connection with the initial closing

in the amount of 45 shares of Series B Convertible Preferred Stock, the Company issued an additional 25 shares of Series B Convertible

Preferred Stock to GHS as a commitment fee.

The Company’s ability to conduct additional

closings under the SPA is subject to certain conditions, including the following:

The Company’s continued compliance with all covenants and agreements under the SPA and the COD, with no uncured defaults under the Company’s agreements with GHS;

The continued quotation of the Company’s common stock on the over-the-counter market or another trading market or exchange;

The average daily dollar trading volume for the Company’s common stock for the 30 trading days preceding each additional closing must be at least $10,000 per day;

The closing market price for the Company’s common stock must be at least $0.01 for each of the 30 trading days preceding each additional closing.

No additional closings may take place after the

two-year anniversary of the SPA, or once the entire $600,000 amount has been funded.

If the average daily dollar trading volume for the

Company’s common stock for the 30 trading days preceding a particular additional closing is at least $50,000 per day, the Company

may, at its option, increase the amount of that additional closing to 75 shares of Series B Convertible Preferred Stock ($75,000).

The Series B Convertible Preferred Stock is classified

as temporary equity, as it is convertible upon issuance at an amount equal to the lowest traded price for the Company’s common

stock for the fifteen trading days immediately preceding the date of conversion.

as temporary equity, as it is convertible upon issuance at an amount equal to the lowest traded price for the Company’s common stock

for the fifteen trading days immediately preceding the date of conversion.

Based on the requirements of ASC 815, Derivatives

and Hedging , the conversion feature represents an embedded derivative that is required to be bifurcated and accounted for as

a separate derivative liability.

The derivative liability is originally recorded at its estimated fair value and is required to

be revalued at each conversion event and reporting period.

Changes in the derivative liability fair value are reported in operating

results each reporting period.

On November 19, 2020 (the date of receipt

of cash proceeds of $45,000 issuance), the Company valued the conversion feature of the derivative and recorded an initial derivative

liability of $103,267, $58,267 as day one loss on the derivative, $39,000 as interest expense, and $39,000 as Series B Convertible

Preferred Stock mezzanine liability, and $84,000 as amortization.

At December 31, 2020, the Company recalculated the value of the

derivative liability associated with the convertible note recording a loss of $39,266 in connection with the change in fair market

value of the derivative liability.

In addition, the Company recorded $900 as sales commission to complete this financing and $1,160

and Hedging , the conversion feature represents an embedded derivative that is required to be bifurcated and accounted for as a separate

derivative liability.

The derivative liability is originally recorded at its estimated fair value and is required to be revalued at each

conversion event and reporting period.

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

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 $ 84,000 as Series B Convertible Preferred Stock

mezzanine liability and $ 84,000 as amortization.

At December 31, 2020, the Company recalculated the value of the derivative liability

associated with the convertible note and recorded a loss of $ 39,266 in connection with the change in fair market value of the derivative

In addition, the Company recorded $900 as sales commission to complete this financing as of December 31, 2020.

recalculated the value of derivative liability associated with the convertible note in connection with the change in the fair market value

of the derivative liability and recorded a gain of $ 48,683 for the year ended December 31, 2021.

In addition, the Company recorded $ 10,080

and $ 1,160 as preferred dividend payable to GHS for the years ended December 31, 2021 and 2020, respectively.

On November 19, 2020, December 31, 2020, March

31, 2021, June 30, 2021, September 30, 2021 and December 31, 2021, the Company valued the conversion feature using the Black-Scholes option

pricing model with the following assumptions:

conversion exercise prices ranging from $0.004 to $0.0141, the closing stock price of the

Company's common stock on the date of valuation ranging from $0.0070 to $0.0184, an expected dividend yield of 0%, expected volatility

ranging from 200.53% to 440.99%, risk-free interest rates ranging from 0.07% to 0.38%, and an expected term of 1.50 to 0.38 years.

On December 16, 2020, pursuant to the terms of

the SPA, GHS purchased an additional 85 shares of Series B Convertible Preferred Stock for gross proceeds of $ 85,000 .

The Company paid

$1,700 in selling commissions to complete this financing.

On December 16, 2020 (the date of receipt of cash

proceeds of $85,000 issuance), the Company valued the conversion feature of the derivative and recorded an initial derivative liability

of $ 106,241 , $ 1,700 as interest expense, $ 102,000 as Series B Convertible Preferred Stock a mezzanine liability and $ 102,000 as amortization.

At December 31, 2020, the Company recalculated the value of the derivative liability associated with the convertible note recording a

loss of $ 67,008 in connection with the change in fair market value of the derivative liability.

In addition, the Company recorded $ 503

as preferred stock dividend payable to GHS as of December 31, 2020.

On November 19, 2020 and at December 31,

2020, the Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions:

exercise prices ranging from $0.0067 to $0.0051, the closing stock price of the Company's common stock on the date of valuation

ranging from $0.0083 to $0.0087, an expected dividend yield of 0%, expected volatility ranging from 430.28% to 440.99%, risk-free

interest rates ranging from 0.39% to 0.38%, and an expected term of 1.50 to 1.38 years.

On December 16, 2020, pursuant to the terms

of the SPA, GHS purchased an additional 85 shares of Series B Convertible Preferred Stock for gross proceeds of $85,000.

paid $1,700 in selling commissions to complete this financing.

On December 16, 2020 (the date of receipt

of cash proceeds of $85,000 issuance), the Company valued the conversion feature of the derivative and recorded an initial derivative

liability of $106,241, $1,700 as interest expense, $102,000 as Series B Convertible Preferred Stock a mezzanine liability, and $102,000

as amortization.

At December 31, 2020, the Company recalculated the value of the derivative liability associated with the convertible

note recording a loss of $67,008 in connection with the change in fair market value of the derivative liability.

In addition, the

Company recorded $503 as preferred stock dividend payable to GHS as of December 31, 2020.

On December 16, 2020 and at December 31,

2020, the Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions:

exercise prices ranging from $0.0060 to $0.0051, the closing stock price of the Company's common stock on the date of valuation

ranging from $0.0063 to $0.0087, an expected dividend yield of 0%, expected volatility ranging from 431.65% to 437.59%, risk-free

interest rates ranging from 0.39% to 0.38%, and an expected term of 1.50 to 1.46 years.

As a result of receipt of cash proceeds relating to Series B

Convertible Preferred Stock, the Company recorded derivative liability of $315,782 and Series B Convertible Preferred Stock liability

of $186,000 at December 31, 2020.

A summary of the status of the Company’s

warrants as of December 31, 2020 and 2019 and changes during the three months then ended, is presented below:

At December 31, 2021, the Company recalculated the value of derivative

liability and recorded a gain of $ 54,223 in connection with the change in fair market value of the derivative liability.

The Company recorded

$ 12,240 as preferred stock dividend expense for the year ended December 31, 2021 and $ 12,743 as preferred stock dividend payable as of

December 31, 2021.

On December 16, 2020, December 31, 2020, March

31, 2021, June 30, 2021, September 30, 2021 and December 31, 2021, the Company valued the conversion feature using the Black-Scholes option

pricing model with the following assumptions:

conversion exercise prices ranging from $ 0.004 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 431.65 % to 200.59 %, risk-free interest rates ranging from 0.39 % to 0.07 %, and an expected term of 1.50 to 0.46 years.

As a result of receipt of cash proceeds relating

to Series B Convertible Preferred Stock, the Company recorded derivative liability of $ 212,816 and $ 315,782 and Series B Convertible Preferred

Stock liability of $ 186,000 and $ 186,000 at December 31, 2021 and 2020, respectively.

A summary of the status of the Company’s

warrants as of December 31, 2021 and 2020 and changes during the years then ended, is presented below:

Summary of warrant activity

Shares Under Warrants

3 unchanged sentences

Expired/Forfeited

Outstanding at December 31, 2019

( 41,666,667 )

Outstanding at December 31, 2020

Expired/Forfeited

3 unchanged sentences

31, 2021 and 2020 is summarized as follows:

Schedule of components of income tax expense (benefit)

$ ( 223,346 )

$ ( 469,723 )

Change in valuation allowance

Income tax expense (benefit)

The following is a reconciliation of the

provision for income taxes at the U.S.

The following is a reconciliation of the provision

for income taxes at the U.S.

federal income tax rate to the income taxes reflected in the Statement of Operations:

Schedule of effective income tax rate reconciliation

Tax at statutory tax rate

2 unchanged sentences

Income tax expense

The tax effects of temporary differences

that gave rise to significant portions of deferred tax assets and liabilities at December 31, 2020 and 2019 are as follows:

The tax effects of temporary differences that

gave rise to significant portions of deferred tax assets and liabilities at December 31, 2021 and 2020 are as follows:

Schedule of deferred tax assets and liabilities

Deferred tax assets:

2 unchanged sentences

valuation allowance

( 1,465,996 )

( 1,287,319 )

Net deferred tax assets

Deferred income taxes are provided for

the tax effects of transactions reported in the financial statements and consist of deferred taxes related primarily to differences

between the bases of certain assets and liabilities for financial and tax reporting.

The deferred taxes represent the future tax

return consequences of those differences, which will either be deductible or taxable when the assets and liabilities are recovered

On December 22, 2017, the 2017 Tax Cuts

and Jobs Act (the “Tax Reform Act”) was enacted into law and the new legislation contains several key tax provisions

that impact the Company, including a reduction of the corporate income tax rate to 21% effective for tax years beginning after

December 31, 2017 and the Transition Tax, among others.

The staff of the US Securities and Exchange Commission (SEC) has recognized

the complexity of reflecting the impacts of the Tax Reform Act, and issued guidance in Staff Accounting Bulletin 118 (“SAB

118”) in December 2017, which clarifies accounting for income taxes under ASC 740 if information is not yet available or

complete and provides for up to a one-year period in which to complete the required analyses and accounting (the measurement period).

Adjustments to incomplete and unknown amounts will be recorded and disclosed prospectively during the measurement period.

Company has completed the required analysis and accounting for substantially all the effects.

Except for the reduction

of the income tax rate from 34% to 21%, there were no material impact on the Company’s financial statements.

At December 31, 2020 and 2019, the Company

had accumulated net operating losses of approximately $7,481,000 and $5,040,000, respectively, for U.S.

federal and Massachusetts

income tax purposes available to offset future taxable incomes.

The net operating losses generated in tax years prior to December

31, 2017, can be carry forward for twenty years, whereas the net operating losses generated after December 31, 2017 can be carry

forward indefinitely.

Management determined that it was unlikely that the Company’s deferred tax assets would be realized

and have provided for a full valuation allowance associated with the net deferred tax assets.

Deferred income taxes are provided for the tax

effects of transactions reported in the financial statements and consist of deferred taxes related primarily to differences between the

bases of certain assets and liabilities for financial and tax reporting.

The deferred taxes represent the future tax return consequences

of those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled.

On December 22, 2017, the 2017 Tax Cuts and Jobs

Act (the “Tax Reform Act”) was enacted into law and the new legislation contains several key tax provisions that impact the

Company, including a reduction of the corporate income tax rate to 21% effective for tax years beginning after December 31, 2017 and the

Transition Tax, among others.

The staff of the US Securities and Exchange Commission (SEC) has recognized the complexity of reflecting

the impacts of the Tax Reform Act, and issued guidance in Staff Accounting Bulletin 118 (“SAB 118”) in December 2017, which

clarifies accounting for income taxes under ASC 740 if information is not yet available or complete and provides for up to a one-year

period in which to complete the required analyses and accounting (the measurement period).

Adjustments to incomplete and unknown amounts

will be recorded and disclosed prospectively during the measurement period.

The Company has completed the required analysis and

accounting for substantially all the effects.

Except for the reduction of the income tax rate from 34% to 21%, there were no

material impact on the Company’s financial statements.

At December 31, 2021 and 2020, the Company had

accumulated net operating losses of approximately $ 8,340,000 and $ 7,481,000 , respectively, for U.S.

federal and Massachusetts income tax

purposes available to offset future taxable incomes.

The net operating losses generated in tax years prior to December 31, 2017, can be

carry forward for twenty years, whereas the net operating losses generated after December 31, 2017 can be carry forward indefinitely.

Management determined that it was unlikely that the Company’s deferred tax assets would be realized and have provided for a full

valuation allowance associated with the net deferred tax assets.

At December 31, 2021

2020 and 2019, the Company’s deferred income tax assets and valuation allowance were $1,287,319 and $911,541, respectively.

In the ordinary course of business, the

Company’s income tax returns are subject to examination by various taxing authorities.

Such examinations may result in future

tax and interest assessment by these taxing authorities.

Accordingly, the Company believes that it is more likely than not that

it will realize the benefits of tax positions it has taken in its tax returns or for the amount of any tax benefit that exceeds

the cumulative probability threshold in accordance with FASB ASC 740.

Differences between the estimated and actual amounts determined

upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the Company’s

financial position.

The Company believes its tax positions are all highly certain of being upheld upon examination.

Company has not recorded a liability for unrecognized tax benefits.

As of December 31, 2020, tax years 2019, 2018, and 2017 remain

open for examination by the Internal Revenue Service and the Massachusetts Division of Revenue.

The Company has received no notice

of audit from the Internal Revenue Service or the Massachusetts Division of Revenue for any of the open tax years.

and 2020, the Company’s deferred income tax assets and valuation allowance were $ 1,465,996 and $ 1,287,319 , respectively.

In the ordinary course of business, the Company’s

income tax returns are subject to examination by various taxing authorities.

Such examinations may result in future tax and interest assessment

by these taxing authorities.

Accordingly, the Company believes that it is more likely than not that it will realize the benefits of tax

positions it has taken in its tax returns or for the amount of any tax benefit that exceeds the cumulative probability threshold in accordance

with FASB ASC 740.

Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate,

are not expected to have a material adverse effect on the Company’s financial position.

The Company believes its tax positions are

all highly certain of being upheld upon examination.

As such, the Company has not recorded a liability for unrecognized tax benefits.

As of December 31, 2021, tax years 2020, 2019, and 2018 remain open for examination by the Internal Revenue Service and the Massachusetts

Division of Revenue.

The Company has received no notice of audit from the Internal Revenue Service or the Massachusetts Division of Revenue for

any of the open tax years.

NOTE 11 - SUBSEQUENT EVENTS

January 19, 2021, pursuant to the authorization and approval previously provided by the stockholders, the Company filed a Certificate

of Amendment to its Articles of Incorporation with the Secretary of State of Nevada to increase its authorized shares of common

stock, $0.001 par value per share, from 190,000,000 shares to 1,000,000,000 shares, which filing became effective on January 18,

22, 2018, the Company issued Senior Secured Convertible Promissory Notes in the principal amounts of $500,000 to Convertible Promissory

Note holder - A, $50,000 to a Convertible Promissory Noteholder –

C, and $50,000 to a Convertible Promissory Note holder

- D, respectively, amending to reduce the conversion price for all principal and accrued interest to $0.01 per share.

for the reduction of the conversion price, each of the three Convertible Promissory Note holders agreed to amend the maturity dates

to March 1, 2022, and all prior Events of Default (as defined in the Notes) including penalties, were waived, and all future Events

of Default (as defined in the Notes) pertaining to the future payment of interest were waived through maturity (Note 5).

On February 1, 2021, a Convertible Promissory

Noteholder –

G, converted a principal balance of its convertible promissory note of $66,833 and accrued interest of $5,177,

into 7,200,000 shares of common stock of the Company (Note 5).

3, 2021, a Convertible Promissory Noteholder –

C, converted the principal balance of its convertible promissory note of $40,000

and accrued interest of $6,510 into 4,650,978 shares of common stock of the Company (Note 5).

On February 4, 2021, a Convertible Promissory

Noteholder –

B, converted the principal balance of its convertible promissory note of $50,000 into 5,000,000 shares of common

stock of the Company (Note 5).

On February 24, 2021, the Company entered

into a Common Stock Purchase Agreement with an investor pursuant to which the investor agreed to purchase up to $5,000,000 of the

Company’s registered Common Stock at $0.015 per share.

Pursuant to the Agreement, purchases may be made by the Company during

the Commitment Period (as defined in the Agreement) through the submission of a purchase notice to the investor no sooner than

ten business days after the preceding closing.

No purchase notice can be made in an amount less than $10,000 or greater than $500,000

or greater than two times the average of the daily trading dollar volume for the Company’s Common Stock during the ten business

days preceding the purchase date.

Each purchase notice is limited to the investor beneficially owning no more than 4.99% of the

total outstanding Common Stock of the Company at any given time.

There are certain conditions precedent to each purchase including,

among others, an effective registration statement in place and the VWAP of the closing price of the Company’s Common Stock

greater than $0.0175 for the Company's Common Stock during the five business days prior to the closing.

On February 26, 2021 and

March 16, 2021, the investor purchased 8,000,000 shares and 8,400,000 shares of common stock for a cash consideration of $120,000

and $126,000, respectively.

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 February 7, 2022, the Company sold 51 shares

of Series B preferred stock to GHS Investments, LLC for a cash consideration of $51,000.

The Company paid a sales commission of $1,000.

14, 2022, the Company entered into amendments to each of the Notes A and D effective March 1, 2022 which extend the maturity dates to

March 1, 2023, reduce the conversion price to $0.008 per share, add an additional Event of Default (as defined in the Notes) that the

closing price of the shares of Common Stock on the Trading Market (as defined in the Notes) is less than $0.008 per share for ten (10)

consecutive Trading Days (as defined in the Notes), and adding automatic one-year extensions as long at either Note is not in default.

18, 2022, the Board of Directors of the Company approved the 2022 Stock Incentive Plan (the “ Plan ”).

Awards may be

made under the Plan for up to 20,000,000 shares of common stock of the Company.

All of the Company’s employees, officers and directors,

as well as consultants and advisors to the Company are eligible to be granted awards under the Plan.

No awards can be granted under the

Plan after the expiration of 10 years from the Effective Date but awards previously granted may extend beyond that date.

Awards may consist

of both incentive and non-statutory options, restricted stock units, stock appreciation rights, and restricted stock awards.

24, 2022, the Company issued 136 shares of Series B Preferred stock to GHS Investments, LLC at the purchase price of $1,000 per share

for cash proceeds of $136,000.

On April 4, 2022 (the

“Issuance Date”), the Company was issued a 10% Unsecured Convertible Promissory Note (the “Note”) in the principal

amount of $200,000 by Aretas Sensor Networks Inc., a company incorporated under the laws of the Province of British Columbia (“ Aretas ”).

The purchase price of the Note was $192,500 with a discount of $7,500.

The Note matures on April 4, 2024 at which time the Company has

the option to either receive the principal amount or shares of Aretas representing 3.23% of the fully-diluted share capital of Aretas.

Within 30 days of the Issuance Date of the Note, an interest payment of $20,000 is due and, within six months of the Issuance Date, a

final interest payment of $20,000 is due.

The Note may be prepaid at any time by Aretas upon 10 days’ written notice to the Company.

Upon an Event of Default, as defined in the Note, interest will accrue at 20% and, if conversion shares are not issued to the Company

by Aretas, Aretas will pay to the Company $1,000 per day until the shares are issued.

On April 6, 2022, the Company and noteholder of

Note B agreed to extend the maturity date of the promissory note to March 1, 2024.

On April 8, 2022, the Company sold 7,828,223 shares

of common stock to GHS Investments LLC for $98,635.60.

The Company paid selling commissions to the broker of $1,972.71.

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

What changed 10-K

Item 9A. Controls and Procedures