What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-11-14 compared with 2022-08-15 · 766 added, 835 removed, 219 unchanged (88% of the section changed)

2 unchanged sentences

Balance Sheets

September 30,

Current Assets

Cash and cash equivalents

Accounts receivable, net

Accounts receivable

Prepaid expenses

Total Current Assets

Note receivable, net of discount of $ 6,606 as of June 30, 2022 and $ 0 at December 31, 2021

Note receivable, net of discount of $ 5,661 as of September 30, 2022 and $ 0 at December 31, 2021, respectively

Intangible assets, net

4 unchanged sentences

Deferred revenue

Notes payable, net of discounts of $ 0 and $ 57,148 at June 30, 2022 and December 31, 2021, respectively

Notes payable, net of discounts of $ 0 and $ 57,148 at September 30, 2022 and December 31, 2021, respectively

Salaries payable to related parties

7 unchanged sentences

Commitments and Contingencies (Note 4)

Series B convertible preferred stock, 600

shares designated, $0.001 par value, $ 1,200

stated value;

shares and 155 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively.

Preference $ 411,400

and $ 186,000

as of June 30, 2022 and December 31, 2021, respectively 155

Series B convertible preferred stock, 600 shares designated, $0.001 par value, $ 1,200 stated value;

342 shares and 155 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively.

Liquidation Preference $ 410,400 and $ 186,000 as of September 30, 2022 and December 31, 2021, respectively

Stockholders' Equity (Deficit)

Preferred Stock, $ 0.001 Par Value, 10,000,000 shares authorized;

25,896 shares and 25,845 shares issued

and outstanding at June 30, 2022 and December 31, 2021, respectively

Preferred Stock, $ 0.001

Par Value, 10,000,000

shares authorized;

shares and 25,845

shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively

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

280,792,951 Shares and 220,254,395 Shares Issued and Outstanding at June 30, 2022 and December 31, 2021, respectively

309,083,423 Shares and 220,254,395 Shares Issued and Outstanding at September 30, 2022 and December 31, 2021, respectively

Additional paid in capital

6 unchanged sentences

Total Liabilities and Stockholders' Equity (Deficit)

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

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

and Subsidiaries

Statements of Operations

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

For the three months ended

September 30,

For the nine months ended

September 30,

Cost of Sales

4 unchanged sentences

Other Income (Expense)

Gain (Loss) on change in fair value of derivative

Gain (Loss) on change in fair value of derivative liability

Loss on derivatives

9 unchanged sentences

$ ( 801,517 )

$ ( 475,710 )

Convertible Preferred Stock Dividend

3 unchanged sentences

$ ( 818,211 )

$ ( 486,778 )

Net Income (Loss) Per Share Attributable to Common

Stockholders - Basic and Diluted

Weighted Average Shares Outstanding Attributable

to Common Stockholders - Basic and Diluted

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

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

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

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

and Subsidiaries

Statements of Stockholders' Equity (Deficit)

For the Three Months Ended June 30, 2022

Stockholders'

Preferred Stock

Balance - April 1, 2022

the three months ended September 30, 2022

Paid-In Capital

Stockholders' Equity (Deficit)

Balance - June 30, 2022

$ ( 8,956,269 )

$ ( 1,571,617 )

Common Stock Issued for Financing

Sales commissions paid on capital

Common stock issued for conversion

of convertible note payables

Net Income (loss)

Balance - June 30, 2022

Common Stock Issued for Financing Commitments

Sales commissions paid on capital raise

Balance - September 30, 2022

$ ( 9,005,473 )

$ ( 1,534,295 )

For the Six Months Ended

June 30, 2022

Stockholders '

For the nine months

ended September 30, 2022

Paid-In Capital

Stockholders' Equity (Deficit)

Balance - December 31, 2021

1 unchanged sentence

$ ( 1,264,853 )

Common Stock Issued for Financing

Sales commissions paid on capital

Common Stock Issued for Financing Commitments

Sales commissions paid on capital raise

Common Stock Issued for Services

Common stock issued for conversion

of convertible note payables

Beneficial Conversion Feature Associated

with Discounts

Balance - June 30, 2022

Common stock issued for conversion of convertible note payables

Beneficial Conversion Feature Associated with Discounts

Balance - September 30, 2022

$ ( 9,005,473 )

$ ( 1,534,295 )

and Subsidiaries

Statements of Stockholders' Equity (Deficit)

the Three Months Ended June 30, 2021

Stockholders'

Balance - March 31, 2021

the three months ended September 30, 2021

Paid-In Capital

Stockholders' Equity (Deficit)

Balance - June 30, 2021

$ ( 7,967,456 )

$ ( 1,340,942 )

Common stock issued for accrued compensation

Common stock issued for conversion of convertible note payables

Common stock sold for cash

Commission paid for raising capital

Common stock issued for conversion

of convertible note payables

Common stock issued for services

Balance - June 30, 2021

Balance - September 30, 2021

$ ( 8,298,889 )

$ ( 1,442,435 )

the Six Months Ended June 30, 2021

Stockholders'

For the nine months

ended September 30, 2021

Paid-In Capital

Stockholders' Equity (Deficit)

Balance - December 31, 2020

1 unchanged sentence

$ ( 2,541,280 )

Common stock issued for conversion

of convertible note payables

Common stock issued for conversion of convertible note payables

Common stock sold for cash

Beneficial conversion feature discount

on notes payable

Beneficial conversion feature discount on notes payable

Commission paid for raising capital

1 unchanged sentence

Common stock issued for services

Balance - June 30, 2021

Balance - September 30, 2021

$ ( 8,298,889 )

$ ( 1,442,435 )

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

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

and Subsidiaries

Statements of Cash Flows

For the Six Months Ended June 30,

Consolidated Statements

of Cash Flows

For the nine months ended September 30,

Cash Flows From Operating Activities

5 unchanged sentences

Discount on notes receivable

Amortization of debt discount on notes payable and

preferred stock

Amortization of debt discount on notes payable and preferred stock

Amortization of intangible assets

7 unchanged sentences

Increase in shares payable to related parties

Increase (decrease) in salaries

payable to related parties

Increase (decrease) in salaries payable to related parties

Net Cash Used By Operating Activities

5 unchanged sentences

Cash payments of offering costs

Proceeds from sale of Series

B preferred stock

Cash received from sale of Series B preferred stock

Net Cash Provided By Financing Activities

Net Increase in Cash and Cash Equivalents

Net Decrease in Cash and Cash Equivalents

Cash and Cash Equivalents - Beginning of Period

4 unchanged sentences

Supplemental Disclosures of Non-Cash Investing and Financing Activities

Conversion of convertible notes

payable and derivative liabilities

Beneficial conversion feature

discount on notes payable

Conversion of convertible notes payable and derivative liabilities

Beneficial conversion feature discount on notes payable

Effect of adopting ASU-2020-06

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

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

IIOT-OXYS, Inc.

and Subsidiaries

Notes to Consolidated

Financial Statements

June 30, 2022

NOTE 1 - NATURE

OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN

Unless otherwise

indicated, any reference to “the Company”, “our company”, “we”, “us”, or “its”

refers to IIOT-OXYS, Inc., a Nevada corporation, and as applicable to its wholly-owned subsidiaries, OXYS Corporation, a Nevada corporation,

and HereLab, Inc., a Delaware corporation.

IIOT-OXYS, Inc.,

a Nevada corporation (the “ Company ”) was established for the purpose of designing, building, testing, and selling

Edge Computing Systems for the Industrial Internet.

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

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

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

The Company was

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, the Board of Directors approved a plan to dispose of its wholesale and retail beauty supply

On May 18, 2015, the Company changed its name to Gotham Capital Holdings.

From January 1, 2009 until July 28, 2017, the Company

had no operations.

On March 16, 2017, the Board of Directors approved a name change to “IIOT-OXYS, Inc.” and authorized a

change of domicile from New Jersey to Nevada.

Impact of COVID-19

During the period

ended June 30, 2022, the effects of a new coronavirus (“ COVID-19 ”) and related actions to attempt to control its spread

began to impact our business.

The impact of COVID-19 on our operating results for the quarter ended June 30, 2022 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.

Notes to Consolidated Financial Statements

September 30, 2022 and 2021

NOTE 1 - NATURE OF OPERATIONS, BASIS OF PRESENTATION

AND GOING CONCERN

Unless otherwise indicated, any reference to “the

Company”, “our company”, “we”, “us”, or “its” 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 established for the purpose of designing, building, testing, and selling Edge Computing Systems for the Industrial Internet.

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

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

systems and machines.

The Company was 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, the Board of Directors approved a plan to dispose of its wholesale and retail beauty supply business.

On May 18, 2015, the Company

changed its name to Gotham Capital Holdings.

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

On March 16, 2017,

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.

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

Impact of COVID-19

During the period ended September 30, 2022, the effects

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

The impact of COVID-19 on our operating results for the quarter ended September 30, 2022 was limited, in all material respects, due to

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

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

On March 11, 2020, the World Health Organization designated

COVID-19 as a global pandemic.

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

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

that prohibit many employees from going to work.

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

volatility in the financial markets.

Basis of Presentation

The accompanying

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

and include the accounts of the Company.

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

management, who is responsible for their integrity and objectivity.

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

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

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.

Going Concern

accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going

As shown in the accompanying financial statements, the Company has suffered continuing operating losses, has a working

capital deficit of $ 1,571,149 ,

used cash flows in operating activities of $ 346,823 ,

and has an accumulated deficit of $ 8,956,269 as of June 30, 2022.

These factors, among others, raise a substantial doubt about the

Company’s ability to continue as a going concern.

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

cease operations.

The accompanying financial statements do not include any adjustments to reflect the recoverability and

classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to

continue as a going concern.

Management believes

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

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

However, there can be no assurance that

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

The financial statements do not include any adjustments

that might result from the outcome of these uncertainties.

NOTE 2 - SUMMARY

OF SIGNIFICANT ACCOUNTING POLICIES

The following summary

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

These accounting policies conform to Generally Accepted Accounting Principles (“GAAP”) in all material respects and have

been consistently applied in preparing the accompanying condensed consolidated financial statements.

Interim Financial

The accompanying

unaudited interim financial statements and related notes have been prepared in accordance with GAAP for interim financial information,

and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) with respect

to Form 10-Q and Article 8 of Regulation S-X.

Accordingly, they do not include all of the information and footnotes required by GAAP

for complete financial statements.

The unaudited interim financial statements furnished reflect all adjustments (consisting of normal

recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods

Interim results are not necessarily indicative of the results for the full year.

These unaudited interim consolidated financial

statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2021.

Principles of

Consolidation

The consolidated

financial statements for June 30, 2022 and 2021, respectively, include the accounts of Company, and its wholly-owned subsidiaries OXYS

Corporation and HereLab, Inc.

The accompanying condensed consolidated financial

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

As shown in the accompanying financial statements,

the Company has suffered continuing operating losses, has a working capital deficit of $ 1,473,996 , used cash flows in operating activities

of $ 471,561 , and has an accumulated deficit of $ 9,005,473 as of September 30, 2022.

These factors, among others, raise a substantial doubt

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

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

to cease operations.

The accompanying financial statements do not include any adjustments to reflect the recoverability and classification

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

Management believes that the Company will be able

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

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

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

generate sufficient liquidity to maintain its operations.

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

the outcome of these uncertainties.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following summary of significant accounting policies

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

These accounting policies conform

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

Interim Financial Statements

The accompanying unaudited interim financial statements

and related notes have been prepared in accordance with GAAP for interim financial information, and in accordance with the rules and regulations

of the United States Securities and Exchange Commission (“SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X.

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

The unaudited

interim financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion

of management, necessary for a fair statement of the results for the interim periods presented.

Interim results are not necessarily indicative

of the results for the full year.

These unaudited interim consolidated financial statements should be read in conjunction with the audited

financial statements of the Company for the year ended December 31, 2021.

Principles of Consolidation

The consolidated financial statements for September

30, 2022 and 2021, 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.

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 parties.

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.

Cash and Cash

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 did not

have any cash equivalents as of June 30, 2022 and December 31, 2021.

The Company reported a cash balance of $ 73,496 and $ 46,821 as of

June 30, 2022 and December 31, 2021, respectively.

Accounts Receivable

and Allowance for Doubtful Accounts

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 parties.

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.

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 did not have any cash equivalents as

of September 30, 2022 and December 31, 2021.

The Company reported a cash balance of $ 34,284 and $ 46,821 as of September 30, 2022 and December

31, 2021, 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 carried at original invoice amount less an estimate made for doubtful accounts.

The Company determines the allowance for

doubtful accounts by identifying potential troubled accounts and by using historical experience and future expectations applied to an

aging of accounts.

Trade accounts receivable are written off when deemed uncollectible.

Recoveries of trade accounts receivable previously

written off are recorded as income when received.

The Company recorded accounts receivable of $ 27,780 and $ 11,280 at June 30, 2022 and

December 31, 2021, and no allowance for doubtful accounts was deemed necessary as of June 30, 2022 and December 31, 2021, respectively.

receivable are written off when deemed uncollectible.

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

when received.

The Company recorded accounts receivable of $ 16,380 and $ 11,280 at September 30, 2022 and December 31, 2021, and no allowance

for doubtful accounts was deemed necessary as of September 30, 2022 and December 31, 2021, respectively.

Long-Lived Assets

The Company regularly

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

warrant adjustments to the carrying value or estimated useful lives.

The determinants used for this evaluation include management’s

estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as

the strategic significance of the assets to the Company’s business objectives.

Definite-lived

intangible assets are amortized on a straight-line basis over the estimated periods benefited and are reviewed when appropriate for possible

Basic and Diluted Earnings (Loss)

Per Common Share

The Company computes

earnings (loss) per share in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ ASC ”),

ASC 260, “ Earnings per Share” .

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

on the face of the income statement.

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

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

Diluted EPS gives effect to all dilutive potential

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

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.

The Company regularly reviews the carrying value and

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

value or estimated useful lives.

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

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

to the Company’s business objectives.

Definite-lived intangible assets are amortized on

a straight-line basis over the estimated periods benefited and are reviewed when appropriate for possible impairment.

Basic and Diluted Earnings (Loss) Per Common Share

The Company computes earnings (loss) per share in

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

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

of the income statement.

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

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

Diluted EPS gives effect to all dilutive potential common shares

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

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

the exercise of stock options or warrants.

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

Revenue Recognition

The Company’s

revenue is derived primarily from providing services under contractual agreements.

The Company recognizes revenue in accordance with

ASC Topic No.

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

According to ASC

606, the Company recognizes revenue based on the following criteria:

Identification of a contract

or contracts, with a customer.

Identification of the performance

obligations in the contract.

Determination of contract

Allocation of transaction

price to the performance obligation.

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 taxes.

Concentration

of Credit Risk

Financial instruments

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

collateralized.

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

to limit the amount of credit exposure.

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

up to $ 250,000 .

At June 30, 2022 and December 31, 2021, 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 revenue is derived primarily from

providing services under contractual agreements.

The Company recognizes revenue in accordance with ASC Topic No.

606, Revenue from

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

According to ASC 606, the Company recognizes revenue

based on the following criteria:

Identification of a contract or contracts, with a customer.

Identification of the performance obligations in the contract.

Determination of contract price.

Allocation of transaction price to the performance obligation.

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

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

consolidated financial instruments consist of cash and cash equivalents, accounts receivable, prepaid expenses, accounts payable, accrued

liabilities, notes payable and related parties payable.

The Company believes that the recorded values of all the financial instruments

approximate their current fair values because of their nature and respective maturity dates or durations.

The Company accounts

for income taxes using the 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.

The Company follows

the provisions of ASC 740-10, “ Accounting for Uncertain Income Tax Positions .” When tax returns are filed, it is highly

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

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

In accordance with the guidance

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

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

of appeals or litigation processes, if any.

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 .

September 30, 2022 and December 31, 2021, the Company had no amounts in excess of the FDIC insurance limit.

Fair Value of Financial Instruments and Fair Value

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

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

The Company’s consolidated financial instruments

consist of cash and cash equivalents, accounts receivable, prepaid expenses, accounts payable, accrued liabilities, notes payable and

related parties payable.

The Company believes that the recorded values of all the financial instruments approximate their current fair

values because of their nature and respective maturity dates or durations.

The Company accounts for income taxes using the asset

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

The asset and liability method provide that deferred

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

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

Deferred tax assets and liabilities are

measured using the currently enacted tax rates and laws.

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

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

The Company follows the provisions of ASC 740-10,

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

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

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

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

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

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

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.

Debt and Convertible Preferred Stock

When the Company

issues convertible debt or convertible preferred stock, it first evaluates the balance sheet classification of the convertible instrument

in its entirety to determine whether the instrument should be classified as a liability under ASC 480, Distinguishing Liabilities

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

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.

Effective January

1, 2022, we early adopted 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” using the modified retrospective method of adoption.

ASU 2020-06 simplifies the accounting for

convertible instruments by removing certain separation models in Subtopic 470- 20, Debt—Debt with Conversion and Other Options ,

for convertible instruments.

Under ASU 2020-06, the embedded conversion features no longer are separated from the host contract for convertible

instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging,

or that do not result in substantial premiums accounted for as paid-in capital.

Consequently, a convertible debt instrument will be accounted

for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives.

By removing those separation models, the interest rate of convertible debt instruments typically will be closer to the coupon interest

rate when applying the guidance in Topic 835, Interest.

We now account for our Convertible Notes as single liabilities measured at amortized

As a result, the adoption of the guidance had a material impact on the consolidated financial statements and accompanying notes,

resulting in adjustments of $371,125, $313,976 and $57,149 to the opening balance of additional paid-in capital, retained earnings, and

long-term debt, respectively, as of January 1, 2022.

We have updated our debt note (Note 5) with additional and modified disclosures

as required by the standard upon adoption.

Recent Accounting

Pronouncements

In December 2019,

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

2019-12, Income Taxes

(Topic 740) , Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for

income taxes.

ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance

to improve consistent application.

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

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

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

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

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

the applicable taxing authority.

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

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

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

Convertible Debt and Convertible Preferred Stock

When the Company issues convertible debt or convertible

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

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

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

A conversion feature of a convertible debt instrument

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

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

and Hedging .

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

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

readily convertible to cash.

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

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

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

Effective January 1, 2022, we early adopted 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” using the

modified retrospective method of adoption.

ASU 2020-06 simplifies the accounting for convertible instruments by removing certain separation

models in Subtopic 470- 20, Debt—Debt with Conversion and Other Options , for convertible instruments.

Under ASU 2020-06,

the embedded conversion features no longer are separated from the host contract for convertible instruments with conversion features that

are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums

accounted for as paid-in capital.

Consequently, a convertible debt instrument will be accounted for as a single liability measured at

its amortized cost as long as no other features require bifurcation and recognition as derivatives.

By removing those separation models,

the interest rate of convertible debt instruments typically will be closer to the coupon interest rate when applying the guidance in Topic

835, Interest.

We now account for our Convertible Notes as single liabilities measured at amortized cost.

As a result, the adoption of

the guidance had a material impact on the consolidated financial statements and accompanying notes, resulting in adjustments of $371,125,

$313,976 and $57,149 to the opening balance of additional paid-in capital, retained earnings, and long-term debt, respectively, as of

January 1, 2022.

We have updated our debt note (Note 5) with additional and modified disclosures as required by the standard upon

Recent Accounting Pronouncements

In December 2019, the Financial Accounting Standards

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

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

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

ASU 2019-12 removes

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

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

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

The Company is currently evaluating the

impact of this guidance on its consolidated financial statements.

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 - NOTE RECEIVABLE

On April 4, 2022,

the Company executed an unsecured convertible promissory note with the principal sum of $200,000 (“Note”) with a company

incorporated under the laws of the Province of British Columbia.

The Note bears an original issuance discount of $7,500 and matures on

April 4, 2024.

The interest on the Note will begin to accrue at the rate of 10% per annum from the date of the Note, and will continue

to accrue on the outstanding principal until the entire balance is paid or converted into shares of common stock equal to 3.23% of the

fully diluted share capital of the borrower on the conversion date.

The terms of the Note require the borrower to prepay (i) within 30

days of April 4, 2022, the first twelve months of interest totaling $20,000, and (ii) within six months of April 4, 2022, the interest

for the second twelve months under the Note totaling $20,000.

The Company will have the right, at its option on the maturity date, to

convert all the principal sum into the common stock equal to 3.23% of the fully diluted share capital of the borrower as of the conversion

On April 4, 2022, the Company paid to the borrower $ 192,500 and recorded an original issuance discount on note receivable of $ 7,500 .

On April 21, 2022, the Company received $ 20,000 as prepaid interest from the borrower.

The Company recorded interest income earned on

the Note of $ 4,767 from April 4, 2022 to June 30, 2022, and interest income of $ 894 of the original issuance discount of $7,500 amortized

ratably for the period April 4 to June 30, 2022.

The Company recorded unearned interest of $ 15,233 and unamortized original debt discount

of $ 6,606 at June 30, 2022.

On April 4, 2022, the Company executed an unsecured

convertible promissory note with the principal sum of $200,000 (“Note”) with a company incorporated under the laws of the

Province of British Columbia.

The Note bears an original issuance discount of $7,500 and matures on April 4, 2024.

The interest on the

Note will begin to accrue at the rate of 10% per annum from the date of the Note, and will continue to accrue on the outstanding principal

until the entire balance is paid or converted into shares of common stock equal to 3.23% of the fully diluted share capital of the borrower

on the conversion date.

The terms of the Note require the borrower to prepay (i) within 30 days of April 4, 2022, the first twelve months

of interest totaling $20,000, and (ii) within six months of April 4, 2022, the interest for the second twelve months under the Note totaling

The Company will have the right, at its option on the maturity date, to convert all the principal sum into the common stock equal

to 3.23% of the fully diluted share capital of the borrower as of the conversion date.

On April 4, 2022, the Company paid to the borrower

$ 192,500 and recorded an original issuance discount on note receivable of $ 7,500 .

On April 21, 2022, the Company received $ 20,000 as prepaid

interest from the borrower.

The Company recorded interest income earned on the Note of $ 5,041 and $ 9,808 for the three months and nine

months ended September 30, 2022, and interest income of $ 945 and $ 1,839 for the three months and nine months ended September 30, 2022.

The Company recorded unearned interest of $ 10,192 and unamortized original debt discount of $ 5,661 at September 30, 2022.

NOTE 4 - INTANGIBLE ASSETS

The Company’s

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

assets, net of amortization at June 30, 2022 and December 31, 2021 amounted to $ 273,538 and $ 298,085 , respectively.

The Company’s intangible assets comprise of

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

Intangible assets, net of amortization

at September 30, 2022 and December 31, 2021 amounted to $ 261,062 and $ 298,085 , respectively.

Intangible Assets Net of Amortization

September 30,

Intangible Assets

1 unchanged sentence

Intangible Assets, net

The Company determined

that none of its intangible assets were impaired as of June 30, 2022 and December 31, 2021, respectively, 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 $ 12,341 and $ 12,341 for the three months ended June 30, 2022 and 2021, and $ 24,547 and $ 24,818 for the six months ended June 30,

2022 and 2021, respectively.

The following table

summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of June 30:

The Company determined that none of its intangible

assets were impaired as of September 30, 2022 and December 31, 2021, respectively, 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 $ 12,477 and

$ 12,477 for the three months ended September 30, 2022 and 2021, and $ 37,023 and $ 37,295 for the nine months ended September 30, 2022 and

2021, respectively.

The following table summarizes the Company’s

estimated future amortization expense of intangible assets with finite lives as of September 30:

Schedule of future amortization

2022 (Remainder of the year)

NOTE 5 - COMMITMENTS

AND CONTINGENCIES

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

At any time, the Consultant shall have the right to convert any accrued and unpaid fees into shares of Common Stock of

The conversion price shall equal 90% multiplied by the market price (representing a discount rate of 10%).

2021, the Consulting Agreement of the CEO terminated pursuant to its terms.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

On June 11, 2020, the Company entered into a Debt

Forgiveness Agreement with the CEO, pursuant to which the CEO forgave $ 185,000 of accrued and unpaid consulting fees owed to him pursuant

to his consulting agreement with the Company.

On June 12, 2020, the Company entered into an amendment effective January 1, 2020 to the

Consulting Agreement with the CEO.

The amendment stated that from January 1, 2020 until April 23, 2020, the Consultant shall be paid an

hourly wage of $12.75 per hour for services performed.

From April 24, 2020 onward, the Consultant shall be paid an hourly wage of $48.08

an hour for services performed.

Fees may accrue at the discretion of management.

At any time, the Consultant shall have the right to convert

any accrued and unpaid fees into shares of Common Stock of the Company.

The conversion price shall equal 90% multiplied by the market

price (representing a discount rate of 10%).

On June 4, 2021, the Consulting Agreement of the CEO terminated pursuant to its terms.

June 2, 2022, the Board approved an Employment Agreement with the CEO dated effective April 1, 2022 whereby, the CEO will receive an annual

salary of $100,000 which accrues unless converted into shares of common stock of the Company at a stipulated conversion rate.

If the Company

reaches $1,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $150,000 commencing the following month.

If the Company reaches $5,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $200,000 commencing the

following month.

The Company awarded the CEO an aggregate of 7,000,000 shares of the Company common stock under the 2022 Stock Incentive

Plan, which will vest (i) 1,500,000 shares on April 1, 2023, (ii) 2,500,000 shares on April 1, 2024, and (iii) 3,000,000 shares on April

The Company recorded $ 151,204 and $ 145,844 in salaries payable to the CEO as of September 30, 2022 and December 31, 2021, respectively.

On June 11, 2020, the Company entered into a Debt

Forgiveness Agreement with the COO, pursuant to which the COO forgave $ 103,250 of accrued and unpaid consulting fees owed to her pursuant

to her consulting agreement with the Company.

On June 12, 2020, the Company entered into an amendment effective January 1, 2020 to

the Consulting Agreement with the COO.

The amendment stated that from January 1, 2020 until April 23, 2020, the Consultant shall be paid

an hourly wage of $12.75 per hour for services performed.

From April 24, 2020 onward, the Consultant shall be paid an hourly wage of $48.08

an hour for services performed.

Fees may accrue at the discretion of management.

At any time, the Consultant shall have the right to convert

any accrued and unpaid fees into shares of Common Stock of the Company.

The conversion price shall equal 90% multiplied by the market

price (representing a discount rate of 10%).

On June 2, 2022, the Board approved an Employment

Agreement with the CEO dated effective April 1, 2022 whereby, the CEO will receive an annual salary of $100,000 which accrues unless

converted into shares of common stock of the Company at a stipulated conversion rate.

If the Company reaches $1,000,000 in

cumulative sales over a 12-month period, the annual salary will increase to $150,000 commencing the following month.

Agreement with the COO/Interim CFO dated effective April 1, 2022 whereby, the officer will receive an annual salary of $100,000 which

accrues unless converted into shares of common stock of the Company at a stipulated conversion rate.

If the Company reaches $1,000,000

in cumulative sales over a 12-month period, the annual salary will increase to $150,000 commencing the following month.

If the Company

reaches $5,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $200,000 commencing the following

The Company awarded the CEO an aggregate of 7,000,000 shares of the Company common stock under the 2022 Stock Incentive Plan,

reaches $5,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $200,000 commencing the following month.

The Company awarded the COO/Interim CFO an aggregate of 7,000,000 shares of the Company common stock under the 2022 Stock Incentive Plan,

which will vest (i) 1,500,000 shares on April 1, 2023, (ii) 2,500,000 shares on April 1, 2024, and (iii) 3,000,000 shares on April 1,

The Company recorded $ 151,776 and $ 145,844 in salaries payable to the CEO as of June 30, 2022 and December 31, 2021,

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.

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%).

On June 2, 2022,

the Board approved an Employment Agreement with the COO/Interim CFO dated effective April 1, 2022 whereby, the officer will receive an

annual salary of $100,000 which accrues unless converted into shares of common stock of the Company at a stipulated conversion rate.

If the Company reaches $1,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $150,000 commencing

the following month.

If the Company reaches $5,000,000 in cumulative sales over a 12-month period, the annual salary will increase to

$200,000 commencing the following month.

The Company awarded the COO/Interim CFO an aggregate of 7,000,000 shares of the Company common

stock under the 2022 Stock Incentive Plan, which will vest (i) 1,500,000 shares on April 1, 2023, (ii) 2,500,000 shares on April 1, 2024,

and (iii) 3,000,000 shares on April 1, 2024.

The Company recorded $ 134,049 and $ 145,844 in salaries payable to the CEO as of June 30,

2022 and December 31, 2021, respectively.

NOTE 6 - CONVERTIBLE

NOTES PAYABLE

The following table

summarizes the outstanding balance of convertible notes payable, interest and conversion rates as of June 30, 2022 and December 31, 2021,

respectively.

The Company recorded $ 133,248 and $ 145,844 in salaries payable to the COO as of September 30, 2022 and December 31, 2021, respectively.

NOTE 6 - CONVERTIBLE NOTES PAYABLE

The following table summarizes the outstanding balance

of convertible notes payable, interest and conversion rates as of September 30, 2022 and December 31, 2021, respectively.

Schedule of convertible notes payable

Convertible note payable to an investor with interest at 12%

per annum, convertible at any time into shares of common stock at $0.008 per share.

The balance of principal and accrued and unpaid

interest is payable on maturity on March 1, 2023, unless automatically extended for one-year periods if no Event of Default is existing.

September 30,

Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at $0.008 per share.

The balance of principal and accrued and unpaid interest is payable on maturity on March 1, 2023, unless automatically extended for one-year periods if no Event of Default is existing.

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, 2024.

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, 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,

convertible at any time into shares of common stock at $0.008 per share.

The balance of principal and accrued and unpaid interest

is payable on March 1, 2023, unless automatically extended for one-year periods if no Event of Default is existing.

The note is secured

by substantially all the assets of the Company.

Convertible notes payable to a related party with interest at 12% per

annum, convertible at any time into shares of common stock at $0.00084 per share.

Interest is payable quarterly with the balance

of principal and interest due on maturity on August 2, 2024.

Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at $0.008 per share.

The balance of principal and accrued and unpaid interest is payable on March 1, 2023, unless automatically extended for one-year periods if no Event of Default is existing.

The note is secured by substantially all the assets of the Company.

Convertible notes payable to a related party with interest at 12% per annum, convertible at any time into shares of common stock at $0.00084 per share.

Interest is payable quarterly with the balance of principal and interest due on maturity on August 2, 2024.

The notes are secured by substantially all the assets of the Company.

Convertible note payable to an investor with interest at 10% per annum,

convertible at any time into shares of common stock at $0.01 per share.

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, 2023.

Convertible note payable to an investor with interest

at 10% per annum, convertible at any time into shares of common stock at $0.0099 per share.

Note was issued as payment for future

fees to be incurred under the related Equity Financing Agreement.

Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.0099 per share.

Note was issued as payment for future fees to be incurred under the related Equity Financing Agreement.

Principal and interest due on maturity on April 29, 2023.

3 unchanged sentences

Long term portion

January 18, 2018 Convertible

Note and Warrants (“Note A”)

On March 14, 2022,

the noteholder of Note A agreed to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note to March

1, 2023, in exchange for the reduction of the conversion price to $0.008 per share, and all prior Events of Default (as defined in the

Note A) including penalties 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.

On May 23, 2022, the noteholder of Note A converted $ 90,000 of the principal note balance into

11,250,000 shares of the Company’s common stock at the conversion price of $ 0.008 per share (Note 9).

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.

On December 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.

The Company recorded $100,000 as extinguishment of debt in its statements of operations

for the year ended December 31, 2021.

In addition, the

Company recorded interest expense of $ 7,701 and $ 16,430 for the three months and six months ended June 30, 2022 compared to interest

expense of $ 11,589 and $ 26,630 for the same comparable periods of 2021.

Accrued interest payable on Note A was $ 147,467 and $ 131,036

as of June 30, 2022 and December 31, 2021, respectively.

The principal balance

payable on Note A amounted to $ 205,000 and $ 295,000 on June 30, 2022 and December 31, 2021, respectively.

January 2019 Convertible

Note and Warrants (“Note B”)

Effective March

1, 2021, the noteholder of Note B agreed to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note

to March 1, 2024, and all prior Events of Default (as defined in the Note B) including penalties were waived, and all other terms of

the Note B remain the same (Note 9).

The Company recorded

interest expense of $ 678 and $ 1,364 on Note B for the three months and six months ended June 30, 2022 compared to interest expense of

$ 686 and $ 1,364 for the same comparable periods of 2021.

Accrued interest payable on Note B was $ 9,455 and $ 8,092 as of June 30, 2022

and December 31, 2021, respectively.

The principal balance payable on Note B amounted to $ 55,000 and $ 55,000 on June 30, 2022 and December

31, 2021, respectively.

The Note B matures on March 1, 2024.

2019 Convertible Note and Warrants (“Note D”)

On March 14, 2022,

the noteholder of Note D agreed to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note to March

1, 2023, in exchange for the reduction of the conversion price to $0.008 per share, and all prior Events of Default (as defined in the

Note D) including penalties 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.

January 18, 2018 Convertible Note and Warrants (“Note

On March 14, 2022, the noteholder of Note A agreed

to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note to March 1, 2023, in exchange for the reduction

of the conversion price to $0.008 per share, and all prior Events of Default (as defined in the Note A) including penalties 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.

On May 23, 2022, the noteholder of Note A converted $ 90,000 of the principal note balance into 11,250,000 shares of the Company’s

common stock at the conversion price of $ 0.008 per share (Note 9).

On January 28,

2021, the noteholder of Note D agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to March 1, 2022

in exchange for the reduction of the conversion price to $0.01 per share, and all prior Events of Default (as defined in the Note D)

including penalties of $10,000 were waived, and all future Events of Default (as defined in the Note D) pertaining to the future payment

of interest were waived through maturity.

The Company recorded $10,000 as extinguishment of debt in its statements of operations for

the nine months ended September 30, 2021.

recorded interest expense of $ 1,496 and $ 2,975 on Note D for the three months and six months ended June 30, 2022 compared to interest

expense of $ 1,496 and $ 3,090 for the same comparable periods of 2021.

Accrued interest payable on Note D was $ 17,673 and $ 14,698 as of

June 30, 2022 and December 31, 2021, respectively.

The principal balance payable on Note D amounted to $ 50,000 on June 30, 2022 and December

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.

On December 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.

The Company recorded $100,000 as extinguishment of debt in its statements of operations for the year ended December

The Company recorded interest expense of $ 6,201 and

$ 22,631 for the three months and nine months ended September 30, 2022 compared to interest expense of $ 9,659 and $ 36,289 for the same

comparable periods of 2021.

Accrued interest payable on Note A was $ 153,667 and $ 131,036 as of September 30, 2022 and December 31, 2021,

respectively.

August 2019 Convertible

Note and Warrants (“Note E”)

On August 2, 2021,

the noteholder of Note E agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to August 2, 2024 .

other terms and conditions of the Note E remain the same.

The Company recorded

interest expense of $ 3,740 and $ 7,438 on Note E for the three months and six months ended June 30, 2022 compared to interest expense

of $ 3,740 and $ 7,438 for the same comparable periods of 2021.

Accrued interest payable on Note E was $ 41,128 and $ 14,698 as of June 30,

2022 and December 31, 2021, respectively.

The principal balance payable on Note E amounted to $ 125,000 and $ 125,000 on June 30, 2022

and December 31, 2021, respectively.

The maturity date of the Note E is August 2, 2024.

2020 Equity Financing Arrangement (“Note F”)

On April 29, 2022,

the noteholder of Note F agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to April 29, 2023 .

other terms and conditions of the Note F remain the same.

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.

November 4, 2021, the noteholder of Note F agreed to extend the maturity date of the Note F from October 29, 2021 to April 29, 2022 in

exchange of receiving 625,000 shares of common stock valued at $ 5,563 as commitment fee for extending the maturity date of Note F.

The Company recorded

interest expense of $ 827 and $ 1,645 on Note F for the three months and six months ended June 30, 2022 compared to interest expense of

$ 827 and $ 2,231 for the same comparable periods of 2021.

Accrued interest payable on Note F was $ 3,357 and $ 1,712 as of June 30, 2022

and December 31, 2021, respectively.

The principal balance payable on Note F amounted to $ 33,167 on June 30, 2022 and December 31, 2021,

The principal balance payable on Note A amounted to

$ 205,000 and $ 295,000 on September 30, 2022 and December 31, 2021, respectively.

January 2019 Convertible Note and Warrants (“Note B”)

Effective March 1, 2021, the noteholder of Note B

agreed to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note to March 1, 2024, and all prior

Events of Default (as defined in the Note B) including penalties were waived, and all other terms of the Note B remain the same (Note

The Company recorded interest expense of $ 693 and

$ 2,057 on Note B for the three months and nine months ended September 30, 2022 compared to interest expense of $ 693 and $ 2,057 for the

same comparable periods of 2021.

Accrued interest payable on Note B was $ 10,148 and $ 8,092 as of September 30, 2022 and December 31, 2021,

respectively.

2020 Equity Financing Arrangement (“Note G”)

On April 29, 2022,

the noteholder of Note G agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to April 29, 2023 .

other terms and conditions of the Note G remain the same.

On November 4, 2021, the noteholder of Note G agreed to extend the maturity

date of the Note G from October 29, 2021 to April 29, 2022 in exchange of receiving 625,000 shares of common stock valued at $ 5,563 as

commitment fee for extending the maturity date of Note G.

The Company recorded

interest expense of $ 1,870 and $ 3,719 on Note G for the three months and six months ended June 30, 2022 compared to interest expense

of $ 1,870 and $ 3,719 for the same comparable periods of 2021.

Accrued interest payable on Note G was $ 13,459 and $ 9,740 as of June 30,

2022 and December 31, 2021, respectively.

The principal balance payable of Note G amounted to $ 75,000 at June 30, 2022 and December 31,

The principal balance payable on Note B amounted to $ 55,000 and $ 55,000 on September 30, 2022 and December 31, 2021, respectively.

March 2019 Convertible Note and Warrants

On March 14, 2022, the noteholder of Note D agreed

to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note to March 1, 2023, in exchange for the reduction

of the conversion price to $0.008 per share, and all prior Events of Default (as defined in the Note D) including penalties 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.

On January 28, 2021, the noteholder of Note D agreed

to extend the maturity date of the Senior Secured Convertible Promissory Note to March 1, 2022 in exchange for the reduction of the conversion

price to $0.01 per share, and all prior Events of Default (as defined in the Note D) including penalties of $10,000 were waived, and all

future Events of Default (as defined in the Note D) pertaining to the future payment of interest were waived through maturity.

recorded $10,000 as extinguishment of debt in its statements of operations for the nine months ended September 30, 2021.

The Company recorded interest expense of $ 1,512

and $ 4,487 on Note D for the three months and nine months ended September 30, 2022 compared to interest expense of $ 1,512 and $ 4,603 for

the same comparable periods of 2021.

Accrued interest payable on Note D was $ 19,185 and $ 14,698 as of September 30, 2022 and December

31, 2021, respectively.

NOTE 7 - EARNINGS

(LOSS) PER SHARE

The following table

sets forth the computation of basic and diluted net loss per share of common stock for the three months and six months ended June 30,

2022 and 2021:

The principal balance payable on Note D amounted to $ 50,000 on September 30, 2022 and December 31, 2021, respectively.

August 2019 Convertible Note and Warrants (“Note

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, 2024 .

All other terms and conditions of the

Note E remain the same.

The Company recorded interest expense of $ 3,781 and

$ 11,219 on Note E for the three months and nine months ended September 30, 2022 compared to interest expense of $ 3,781 and $ 11,219 for

the same comparable periods of 2021.

Accrued interest payable on Note E was $ 44,909 and $ 14,698 as of September 30, 2022 and December

31, 2021, respectively.

The principal balance payable on Note E amounted to $ 125,000 and $ 125,000 on September 30, 2022 and December 31,

2021, respectively.

July 2020 Equity Financing Arrangement

On April 29, 2022, the noteholder of Note F agreed

to extend the maturity date of the Senior Secured Convertible Promissory Note to April 29, 2023 .

All other terms and conditions of the

Note F remain the same.

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.

On November 4, 2021, the noteholder of Note

F agreed to extend the maturity date of the Note F from October 29, 2021 to April 29, 2022 in exchange of receiving 625,000 shares of

common stock valued at $ 5,563 as commitment fee for extending the maturity date of Note F.

The Company recorded interest expense of $ 836 and

$ 2,481 on Note F for the three months and nine months ended September 30, 2022 compared to interest expense of $ 836 and $ 3,067 for the

same comparable periods of 2021.

Accrued interest payable on Note F was $ 4,193 and $ 1,712 as of September 30, 2022 and December 31, 2021,

respectively.

The principal balance payable on Note F amounted to $ 33,167 on September 30, 2022 and December 31, 2021, respectively.

July 2020 Equity Financing Arrangement

On April 29, 2022, the noteholder of Note G agreed

to extend the maturity date of the Senior Secured Convertible Promissory Note to April 29, 2023 .

All other terms and conditions of the

Note G remain the same.

On November 4, 2021, the noteholder of Note G agreed to extend the maturity date of the Note G from October 29,

2021 to April 29, 2022 in exchange of receiving 625,000 shares of common stock valued at $ 5,563 as commitment fee for extending the maturity

date of Note G.

The Company recorded interest expense of $ 1,890 and

$ 5,610 on Note G for the three months and nine months ended September 30, 2022 compared to interest expense of $ 1,890 and $ 5,610 for the

same comparable periods of 2021.

Accrued interest payable on Note G was $ 15,349 and $ 9,740 as of September 30, 2022 and December 31, 2021,

respectively.

The principal balance payable of Note G amounted to $ 75,000 at September 30, 2022 and December 31, 2021, respectively.

NOTE 7 - EARNINGS (LOSS) PER SHARE

The following table sets forth the computation of

basic and diluted net loss per share of common stock for the three months and nine months ended September 30, 2022 and 2021:

Schedule of earnings per share

Three Months Ended

September 30,

Net loss attributable to common stockholders (basic)

$ ( 331,433 )

$ ( 291,767 )

Shares used to compute net loss per common share, basic and diluted

Net loss per share attributable to common stockholders,

basic and diluted

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

Nine Months Ended

September 30,

Net loss attributable to common stockholders (basic)

2 unchanged sentences

Shares used to compute net loss per common share, basic and diluted

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.

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 six months ended June 30, 2022 and 2021, respectively,

because their inclusion would be anti-dilutive:

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 period.

Common stock equivalents

are only included when their effect is dilutive.

The Company’s potentially dilutive securities which include stock options, convertible

debt, convertible preferred stock and common stock warrants have been excluded from the computation of diluted net loss per share as they

would be anti-dilutive.

For all periods presented, there is no difference in the number of shares used to compute basic and diluted shares

outstanding due to the Company’s net loss position.

The following outstanding common stock equivalents

have been excluded from diluted net loss per common share for the nine months ended September 30, 2022 and 2021, respectively, because

their inclusion would be anti-dilutive:

Schedule of anti-dilutive shares

As of June 30,

As of September 30,

Warrants to purchase common stock

Potentially issuable shares related to convertible notes payable

Potentially issuable vested shares to directors and officers

Potentially issuable shares related to convertible notes payable and convertible preferred stock

Potentially issuable unvested shares to directors and officers

Potentially issuable vested shares to a consultant

Potentially issuable unvested shares to a consultant

Total anti-dilutive common stock equivalents

NOTE 8 - RELATED

At June 30, 2022

and December 31, 2021, respectively, the amount due to two stockholders was $ 1,000 relating to depositing funds for opening bank accounts

for the Company.

The Company executed

an operating lease to rent its current office facility from a stockholder on a month-to-month basis at a monthly rent of $250 starting

January 1, 2020.

The Company recorded rent expense of $ 750 and $ 1,500 for the three months and six months ended June 30, 2022 and 2021,

respectively.

The Company has recorded $ 250 and $ 750 of rent payable to the stockholder in accounts payable as of June 30, 2022 and December

31, 2021, respectively.

NOTE 9 - STOCKHOLDERS'

Company has an authorized capital of 1,000,000,000 shares, $ 0.001 par value common stock, and 10,000,000 shares of $ 0.001 par value

preferred stock at June 30, 2022.

The Company has 280,792,951 shares and 220,254,396 shares of common stock, and 25,896 shares and 25,845

shares of preferred stock, issued and outstanding as of June 30, 2022 and December 31, 2021, respectively.

Holders of shares

of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders.

Holders of common stock do

not have cumulative voting rights.

Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from

time to time by the Board of Directors in its discretion from funds legally available, therefore.

In the event of liquidation, dissolution,

or winding up of the Company, the holders of common stock are entitled to share pro rata in all assets remaining after payment in full

of all liabilities.

All of the outstanding shares of common stock are fully paid and non-assessable.

Holders of common stock have no

preemptive rights to purchase the Company’s common stock.

There are no conversion or redemption rights or sinking fund provisions

with respect to the common stock.

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

From January 27, 2022 to June 24, 2022, the investor purchased 49,188,555

shares of common stock for a cash consideration of $ 393,365 .

The shares sold to the investor were valued at 80% of the lowest traded

price of common stock during the ten consecutive days preceding the relevant purchase date.

On February 23,

2022, the Company issued to a consultant for services rendered, pursuant to a consulting agreement, 100,000 shares of common stock valued

at the fair market price on the date of issuance of $ 900 .

On May 23, 2022,

the noteholder of Note A converted $ 90,000 of the principal note balance into 11,250,000 shares of the Company’s common stock at

the agreed conversion price of $ 0.008 per share (Note 6).

Stock Incentive

On December 14,

2017, the Board of Directors of the Company approved the 2017 Stock Incentive Plan (the “ 2017 Plan ”).

Awards may be

made under the 2017 Plan for up to 4,500,000 shares of common stock of the Company.

All of the Company’s employees, officers and

directors, as well as consultants and advisors to the Company are eligible to be granted awards under the 2017 Plan.

No awards can be

granted under the 2017 Plan after the expiration of 10 years from the plan approval but awards previously granted may extend beyond that

Awards may consist of both incentive and non-statutory options, restricted stock units, stock appreciation rights, and restricted

stock awards.

On March 11, 2019,

the Board of Directors of the Company approved the 2019 Stock Incentive Plan (the “ 2019 Plan ”).

Awards may be made

under the 2019 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 2019 Plan after the expiration of 10 years from the plan approval 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 18, 2022,

the Board of Directors approved and adopted the 2022 Stock Incentive Plan (the “ 2022 Plan ”).

Awards may be made under

the 2022 Plan for up to 20,000,000

shares of common stock of the Company, subject to adjustment as to the number and kind of

shares awarded.

Only employees and directors of the Company or an Affiliated company are eligible to receive Incentive Options under

the 2022 Plan.

NOTE 8 - RELATED PARTIES

At September 30, 2022 and December 31, 2021, respectively,

the amount due to two stockholders was $ 1,000 relating to depositing funds for opening bank accounts for the Company.

The Company executed an operating lease to rent its

current office facility from a stockholder on a month-to-month basis at a monthly rent of $250 starting January 1, 2020.

The Company recorded

rent expense of $ 750 and $ 2,250 for the three months and nine months ended September 30, 2022 and 2021, respectively.

The Company has

recorded $ 1,000 and $ 750 of rent payable to the stockholder in accounts payable as of September 30, 2022 and December 31, 2021, respectively.

NOTE 9 - STOCKHOLDERS' EQUITY

has an authorized capital of 1,000,000,000 shares, $ 0.001 par value common stock, and 10,000,000 shares of $ 0.001 par value preferred

stock at September 30, 2022.

The Company has 309,083,423 shares and 220,254,396 shares of common stock, and 25,896 shares and 25,845 shares

of preferred stock, issued and outstanding as of September 30, 2022 and December 31, 2021, respectively.

Holders of shares of common stock are entitled to

one vote for each share on all matters to be voted on by the stockholders.

Holders of common stock do not have cumulative voting rights.

Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors

in its discretion from funds legally available, therefore.

In the event of liquidation, dissolution, or winding up of the Company, the

holders of common stock are entitled to share pro rata in all assets remaining after payment in full of all liabilities.

All of the outstanding

shares of common stock are fully paid and non-assessable.

Holders of common stock have no preemptive rights to purchase the Company’s

common stock.

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

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.

From January 27, 2022 to September 30, 2022, the investor purchased 77,479,027 shares of common stock for a

cash consideration of $ 481,657 .

The shares sold to the investor were valued at 80% of the lowest traded price of common stock during the

ten consecutive days preceding the relevant purchase date.

On February 23, 2022, the Company issued to a consultant

for services rendered, pursuant to a consulting agreement, 100,000 shares of common stock valued at the fair market price on the date

of issuance of $ 900 .

On May 23, 2022, the noteholder of Note A converted

$ 90,000 of the principal note balance into 11,250,000 shares of the Company’s common stock at the agreed conversion price of $ 0.008

per share (Note 6).

Stock Incentive Plans

On December 14, 2017, the Board of Directors of the

Company approved the 2017 Stock Incentive Plan (the “ 2017 Plan ”).

Awards may be made under the 2017 Plan for up to

4,500,000 shares of common stock of the Company.

All of the Company’s employees, officers and directors, as well as consultants

and advisors to the Company are eligible to be granted awards under the 2017 Plan.

No awards can be granted under the 2017 Plan after

the expiration of 10 years from the plan approval but awards previously granted may extend beyond that date.

Awards may consist of both

incentive and non-statutory options, restricted stock units, stock appreciation rights, and restricted stock awards.

On March 11, 2019, the Board of Directors of the Company

approved the 2019 Stock Incentive Plan (the “ 2019 Plan ”).

Awards may be made under the 2019 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 2019 Plan after the expiration

of 10 years from the plan approval but awards previously granted may extend beyond that date.

Awards may consist of both incentive and

non-statutory options, restricted stock units, stock appreciation rights, and restricted stock awards.

On March 18, 2022, the Board of Directors

approved and adopted the 2022 Stock Incentive Plan (the “ 2022 Plan ”).

Awards may be made under the 2022 Plan for

up to 20,000,000

shares of common stock of the Company, subject to adjustment as to the number and kind of shares awarded.

Only employees and

directors of the Company or an Affiliated company are eligible to receive Incentive Options under the 2022 Plan.

The Company awarded 7,000,000

shares of the Company’s common stock to an officer and 7,000,000

shares of common stock to a director of the Company (see Note 4) vesting 1,500,000

shares vesting on the first anniversary on the date of issuance, 2,500,000

shares vesting on the second anniversary of the date of issuance, and 3,000,000

shares on the third anniversary of the date of issuance.

The common shares vested pursuant

to the 2022 Plan amounted to 747,925 shares at June 30, 2022 and the remaining 13,252,055 remain unvested as of that date.

For the three

months ended June 30, 2022, the Company recorded $ 8,604 as stock compensation expense for the 747,925 shares vested at an average per

share price of $0.01150 for the three months ended June 30, 2022.

Shares earned and

issued related to the consulting agreements are issued under the 2017 Stock Incentive Plan and the 2019 Stock Incentive Plan (Note 4).

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

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

A summary of the

status of the Company’s non-vested shares as of June 30, 2022 and 2021, and changes during the six months period then ended, is

presented below:

shares of common stock to a director of the Company (see Note 4) vesting 1,500,000 shares vesting on the first anniversary on the

date of issuance, 2,500,000 shares vesting on the second anniversary of the date of issuance, and 3,000,000 shares on the third

anniversary of the date of issuance.

The common shares vested pursuant to the 2022 Plan amounted to 0

shares at September 30, 2022 and the 14,000,000

remain unvested as of that date.

For the three months and nine months ended September 30, 2022, the Company recorded $ 3,617

as stock compensation expense for the 764,384 shares and 1,512,329 shares payable to an officer and a director that remain unvested

as of September 30, 2022.

Shares earned and issued related to the consulting

agreements are issued under the 2017 Stock Incentive Plan and the 2019 Stock Incentive Plan (Note 4).

Vesting of the shares is subject

to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as defined in the agreement) or the listing

of the Company’s common stock on a senior exchange.

A summary of the status of the Company’s non-vested

shares as of September 30, 2022 and 2021, and changes during the six months period then ended, is presented below:

Summary of non-vested shares

Shares of Common Stock

Average Fair Value

Non-vested Shares of Common Stock

Weighted Average Fair Value

Balance at December 31, 2021

Balance at June 30, 2022

Balance at September 30, 2022

2017 Plan and 2019 Plan

1 unchanged sentence

( 3,600,000 )

Balance at June 30, 2021

Supervoting Convertible Preferred Stock

On July 2, 2020,

the Board of Directors of the Company authorized the issuance of 15,600 shares of preferred stock, $ 0.001 par value per share, designated

as Series A Supervoting Convertible Preferred Stock.

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.

Balance at September 30, 2021

Preferred Stock

Series A Supervoting Convertible Preferred Stock

On July 2, 2020, the Board of Directors of the Company

authorized the issuance of 15,600 shares of preferred stock, $ 0.001 par value per share, designated as Series A Supervoting Convertible

Preferred Stock.

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:

7 unchanged sentences

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).

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

6 unchanged sentences

[twenty times the sum of:

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

The Company had

25,896 shares of preferred stock issued and outstanding at June 30, 2022 and December 31, 2021, respectively.

Convertible Preferred Stock Equity Financing

On November 16,

2020, the Board of Directors of the Company authorized the issuance of up to 600 shares of preferred stock, $ 0.001 par value per share,

designated as Series B Convertible Preferred Stock.

Each share of Preferred Stock has a par value of $0.001 per share and a stated value

of $ 1,200 , subject to increase set forth in the Certificate of Designation.

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

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

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.

The Company had 25,896 shares of preferred stock issued

and outstanding at September 30, 2022 and December 31, 2021, respectively.

Series B Convertible Preferred Stock Equity

On November 16, 2020, the Board of Directors of the

Company authorized the issuance of up to 600 shares of preferred stock, $ 0.001 par value per share, designated as Series B Convertible

Preferred Stock.

Each share of Preferred Stock has a par value of $0.001 per share and a stated value of $ 1,200 , subject to increase set

forth in the Certificate of Designation.

Each share of 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

14 unchanged sentences

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 :

(a) the then applicable Conversion

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.

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.

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:

(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.

Preferred Stock may be redeemed by payment of the stated value thereof, with the following premiums based on the time of the

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

2 unchanged sentences

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

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.

19, 2020 (the date of receipt of cash proceeds of $ 45,000

issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 103,267 ,

as day one loss on the derivative, $ 39,000

as interest expense, and $ 39,000

as Series B Convertible Preferred Stock mezzanine liability, and $ 84,000

as amortization.

The Company recalculated the value of the derivative liability associated with the convertible note and recorded a

loss of $ 14,922

and a gain of $ 47,502

for the three months ended June 30, 2022 and 2021, respectively, and recorded a gain of $ 3,147

and a gain of $ 86,966

for the six months ended June 30, 2022 and 2021, respectively, in connection with the change in fair market value of the derivative

In addition, the Company recorded $ 2,513

as preferred stock dividend for the three months ended June 30, 2022 and 2021, and $ 4,999

for the six months ended June 30, 2022 and 2021, respectively, payable to GHS.

Preferred stock dividend payable to GHS was $ 16,238

as of June 30, 2022 and December 31, 2021, respectively.

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 fair value 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,

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.

On November 19, 2020 (the date of receipt of cash

proceeds of $ 45,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 103,267 ,

$ 58,267 as day one loss on the derivative, $ 39,000 as interest expense, and $ 39,000 as Series B Convertible Preferred Stock mezzanine

liability, and $ 84,000 as amortization.

The Company recalculated the value of the derivative liability associated with the convertible

note and recorded a gain of $ 25,701 and a loss of $ 7,755 for the three months ended September 30, 2022 and 2021, respectively, and recorded

a gain of $ 28,848 and a gain of $ 79,211 for the nine months ended September 30, 2022 and 2021, respectively, in connection with the change

in fair market value of the derivative liability.

In addition, the Company recorded $ 2,541 and $ 2,541 as preferred stock dividend for

the three months ended September 30, 2022 and 2021, and $ 7,539 and $ 7,539 for the nine months ended September 30, 2022 and 2021, respectively,

payable to GHS.

Preferred stock dividend payable to GHS was $ 18,779 and $ 11,240 as of September 30, 2022 and December 31, 2021, respectively.

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 fair value 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.

Company recalculated the value of the derivative liability associated with the convertible note and recorded a gain of $ 31,208 and a loss

of $ 10,348 for the three months ended September 30, 2022 and 2021, respectively, and recorded a gain of $ 40,096 and $ 93,358 for the nine

months ended September 30, 2022 and 2021, respectively, in connection with the change in fair market value of the derivative liability.

In addition, the Company recorded $ 3,085 and $ 3,085 as preferred stock dividend for the three months ended September 30, 2022 and 2021,

and $ 9,155 and $ 9,155 for the nine months ended September 30, 2022 and 2021, respectively, payable to GHS.

Preferred stock dividend payable

to GHS was $ 21,898 and $ 12,743 as of September 30, 2022 and December 31, 2021, respectively.

On February 7, 2022 (the date of receipt of cash proceeds

of $ 51,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 65,025 , $ 15,025

as day one loss on the derivative, $ 10,200 as interest expense, and $ 10,200 as Series B Convertible Preferred Stock mezzanine liability,

and $ 61,200 as amortization.

The Company recalculated the value of the derivative liability associated with the convertible note and recorded

a gain of $ 18,725 for the three months ended September 30, 2022, and a gain of $ 17,667 for the nine months ended September 30, 2022, in

connection with the change in fair market value of the derivative liability.

In addition, the Company recorded $ 1,851 as preferred stock

dividend for the three months ended September 30, 2022, and $ 4,728 as preferred dividend for the nine months ended September 30, 2022,

payable to GHS.

Preferred stock dividend payable to GHS was $ 4,728 as of September 30, 2022.

On March 24, 2022 (the date of receipt of cash proceeds

of $ 136,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 328,422 , $ 192,422

as day one loss on the derivative, $ 27,200 as interest expense, and $ 27,200 as Series B Convertible Preferred Stock mezzanine liability,

and $ 163,200 as amortization.

The Company recalculated the value of the derivative liability associated with the convertible note and

recorded a loss of $ 11,897 and a gain of $ 58,471 for the three months ended June 30, 2022 and 2021, respectively, and recorded a gain

of $ 8,887 and $ 103,706 for six months ended June 30, 2022 and 2021, respectively.

in connection with the change in fair market value

of the derivative liability.

In addition, the Company recorded $ 3,052 and $ 3,052 as preferred stock dividend for the three months ended

June 30, 2022 and 2021, and $ 6,070 and $ 6,070 for the six months ended June 30, 2022 and 2021, respectively, payable to GHS.

stock dividend payable to GHS was $ 18,813 and $ 12,743 as of June 30, 2022 and December 31, 2021, respectively.

On February 7,

2022 (the date of receipt of cash proceeds of $ 51,000 issuance), the Company valued the fair value of the derivative and recorded an

initial derivative liability of $ 65,025 , $ 14,025 as day one loss on the derivative, $ 10,200 as interest expense, and $ 10,200 as Series

B Convertible Preferred Stock mezzanine liability, and $ 61,200 as amortization.

The Company recalculated the value of the derivative

liability associated with the convertible note and recorded a gain of $ 15,870 for the three months ended June 30, 2022, and a loss of

$ 1,059 for the six months ended June 30, 2022, in connection with the change in fair market value of the derivative liability.

the Company recorded $ 1,831 as preferred stock dividend for the three months ended June 30, 2022, and $ 2,877 as preferred dividend for

the six months ended June 30, 2022, payable to GHS.

Preferred stock dividend payable to GHS was $ 2,877 as of June 30, 2022.

On March 24, 2022

(the date of receipt of cash proceeds of $ 136,000 issuance), the Company valued the fair value of the derivative and recorded an initial

derivative liability of $ 328,422 , $ 192,422 as day one loss on the derivative, $ 27,200 as interest expense, and $ 27,200 as Series B Convertible

Preferred Stock mezzanine liability, and $ 163,200 as amortization.

The Company recalculated the value of the derivative liability associated

with the convertible note and recorded a gain of $ 47,006 and $ 152,200 for the three months and six months ended June 30, 2022, in connection

with the change in fair market value of the derivative liability.

In addition, the Company recorded preferred stock dividend of $ 4,883

and $ 5,259 for the three months and six months ended June 30, 2022 payable to GHS.

Preferred stock dividend payable to GHS was $ 5,259

as of June 30, 2022.

The Company valued

the fair value using the Black-Scholes option pricing model at June 30, 2022, with the following assumptions:

conversion exercise price

- $ 0.005 , the closing stock price of the Company's common stock on the date of valuation -$ 0.007 , an expected dividend yield - 0 %, expected

volatility – 176.91 %, risk-free interest rate – 2.80 %, and an expected term – 1.5 years.

As a result of

receipt of cash proceeds relating to Series B Convertible Preferred Stock, the Company recorded derivative liability of $ 454,408 and

$ 212,816 at June 30, 2022 and December 31, 2021, respectively.

In addition, preferred stock dividend payable was $ 43,187 and $ 23,983

at June 30, 2022 and December 31, 2021, respectively.

A summary of the

status of the Company’s warrants as of June 30, 2022 and 2021, and changes during the three months then ended, is presented

recorded a gain of $ 49,934 and $ 190,813 for the three months and nine months ended September 30, 2022, in connection with the change in

fair market value of the derivative liability.

In addition, the Company recorded preferred stock dividend of $ 4,936 and $ 10,194 for the

three months and nine months ended September 30, 2022 payable to GHS.

Preferred stock dividend payable to GHS was $ 10,194 as of September

The Company valued the fair value using the Black-Scholes

option pricing model at September 30, 2022, with the following assumptions:

conversion exercise price - $ 0.0031 , the closing stock price

of the Company's common stock on the date of valuation - $ 0.0032 , an expected dividend yield - 0 %, expected volatility – 177.44 %,

risk-free interest rate – 4.05 %, and an expected term – 1.5 years.

As a result of receipt of cash proceeds relating to

Series B Convertible Preferred Stock, the Company recorded derivative liability of $ 328,839 and $ 212,816 at September 30, 2022 and December

31, 2021, respectively.

In addition, preferred stock dividend payable was $ 55,600 and $ 23,983 at September 30, 2022 and December 31, 2021,

respectively, and loss on derivatives for the three months and nine months ended

September 30, 2022 was $ 5,504 and $ 207,447 , and for the three months and nine months ended September 30, 2021 was $ 0 and $ 0 , respectively.

A summary of the status of the Company’s warrants

as of September 30, 2022 and 2021, and changes during the three months then ended, is presented below:

Summary of warrant activity

Under Warrants

Average Exercise Price

Average Remaining Contractual Life

Shares Under Warrants

Weighted Average Exercise Price

Weighted Average Remaining Contractual Life

Outstanding at December 31, 2020

Expired/Forfeited

at June 30, 2021

Outstanding at September 30, 2021

Outstanding at December 31, 2021

Expired/Forfeited

at June 30, 2022

NOTE 10 - SUBSEQUENT

Management has

evaluated subsequent events through the date of this Report, the date the financial statements were available to be issued, noting the

following items that would impact the accounting for events or transactions in the current period or require additional disclosure.

On July 28, 2022,

the Company issued 2,984,997 shares of its common stock for cash consideration of $12,211 and paid sales commissions of $244, pursuant

to the Equity Financing Agreement.

Outstanding at September 30, 2022

NOTE 10 - SUBSEQUENT EVENTS

Management has evaluated subsequent events through

the date of this Report, the date the financial statements were available to be issued, noting the following items that would impact the

accounting for events or transactions in the current period or require additional disclosure.

On October 16, 2022, pursuant to the Equity Financing

Agreement, the Company sold 6,130,677 shares of its common stock for cash consideration of $12,038 and paid sales commissions of $241.

On November 1, 2022, pursuant to the Equity Financing

Agreement, the Company sold 6,364,961 shares of its common stock for cash consideration of $10,936 and paid sales commissions of $219.

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

What changed 10-Q

Item 1. Financial Statements