What changed in this filing

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Item 1. Financial Statements

2023-05-22 compared with 2022-11-14 · 555 added, 510 removed, 475 unchanged (69% of the section changed)

Financial Statements

IIOT-OXYS, Inc.

and Subsidiaries

Balance Sheets

September 30,

Condensed Consolidated Balance Sheets

Current Assets

Cash and cash equivalents

Accounts receivable

Accounts receivable, net

Prepaid expenses

Total Current Assets

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

Note receivable, net of discount of $ 3,791 and $ 4,716 at March 31, 2023 and December 31, 2022, respectively

Intangible assets, net

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Deferred revenue

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

Salaries payable to related parties

Shares payable to officers

Unearned interest

Derivative liability

Notes payable - current

Shares payable to related parties

Salaries payable to related parties

Derivative liabilities

Total Current Liabilities

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Commitments and Contingencies (Note 4)

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

Series B Convertible Preferred Stock, 600 shares designated,

$0.001 Par Value, $ 1,200 stated value;

454 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively.

Liquidation preference $ 544,800 at March 31, 2023 and December 31, 2022, respectively

Stockholders' Equity (Deficit)

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

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

25,845 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively

Common Stock $ 0.001 Par Value, 1,000,000,000 shares authorized;

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

401,865,785 shares and 352,174,583 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively

Additional paid in capital

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Total Liabilities and Stockholders' Equity (Deficit)

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

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

IIOT-OXYS, Inc.

and Subsidiaries

Statements of Operations

For the three months ended

September 30,

For the nine months ended

September 30,

Consolidated Statements of Operations

For The Three Months Ended March 31,

Cost of Sales

Operating Expenses

Amortization of intangible assets

General and administrative

Amortization of intangible assets

Total Operating Expenses

Other Income (Expense)

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

Loss on derivatives

Gain (loss) on extinguishment of debt

Gain (Loss) on change in FMV of derivative liability

Loss on derivative

Interest income

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Total Other Income (Expense)

Net Income (Loss) Before Income Taxes

Net Loss Before Income Taxes

Provision for Income Tax

Net Income (Loss)

$ ( 162,050 )

$ ( 512,730 )

$ ( 801,517 )

Convertible Preferred Stock Dividend

Net Income (Loss) Attributable to Common Stockholders

$ ( 331,433 )

Net Loss Attributable to Common Stockholders

$ ( 178,170 )

$ ( 525,160 )

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

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

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

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

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

IIOT-OXYS, Inc.

and Subsidiaries

Statements of Stockholders' Equity (Deficit)

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 Commitments

Sales commissions paid on capital raise

Balance - September 30, 2022

$ ( 9,005,473 )

$ ( 1,534,295 )

For the nine months

ended September 30, 2022

Paid-In Capital

Stockholders' Equity (Deficit)

Consolidated Statements of Stockholders' Equity (Deficit)

For the Three Months Ended March 31, 2023 and 2022

Stockholders’

Balance - December 31, 2022

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Common stock issued for services

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 )

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 conversion of convertible note payables

Common stock sold for cash

Commission paid for raising capital

Balance - September 30, 2021

Common stock issued for conversion of convertible note payable

Balance - March 31, 2023

$ ( 9,485,307 )

$ ( 1,904,293 )

For the nine months

ended September 30, 2021

Paid-In Capital

Stockholders' Equity (Deficit)

Stockholders’

Balance - December 31, 2021

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$ ( 1,314,853 )

Common stock issued for conversion of convertible note payables

Common stock sold for cash

Beneficial conversion feature discount on notes payable

Commission paid for raising capital

Common stock issued for accrued compensation

Common stock issued for financing commitments

Sales commissions paid on capital raise

Effect of adopting ASY 2020-06

Common stock issued for services

Balance - September 30, 2021

Balance - March 31, 2022

$ ( 8,755,416 )

$ ( 1,784,713 )

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

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

IIOT-OXYS, Inc.

and Subsidiaries

Consolidated Statements

of Cash Flows

For the nine months ended September 30,

Consolidated Statements of Cash Flows

For The Three Months Ended March 31,

Cash Flows From Operating Activities

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Adjustments to reconcile net loss to net cash (used) by operating activities

Gain on extinguishment of debt

Stock compensation expense for services

Discount on notes receivable

Discount on note receivable

Amortization of debt discount on notes payable and preferred stock

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Changes in Operating Assets and Liabilities

(Increase) in prepaid expense

(Increase) in accounts receivable

(Decrease) increase in accounts payable

Increase in accrued liabilities

Increase (decrease) in derivative liability

Increase in unearned interest

Increase in shares payable to related parties

Increase (decrease) in salaries payable to related parties

(Increase) Decrease in:

Accounts receivable

Increase (Decrease) in:

Accounts payable

Accrued liabilities

Derivative liability

Unearned interest

Shares payable to related parties

Salaries payable to related parties

Net Cash Used by Operating Activities

Cash Flows From Investing

Cash Flows from Investing Activities

Cash paid for note receivable

Cash Used in Investing Activities

Net Cash used in Investing Activities

Cash Flows From Financing Activities

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Cash payments of offering costs

Cash received from sale of Series B preferred stock

Proceeds from sale of Series B Preferred Stock

Net Cash Provided By Financing Activities

Net Decrease in Cash and Cash Equivalents

Net Increase (Decrease) in Cash and Cash Equivalents

Cash and Cash Equivalents - Beginning of Period

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Conversion of convertible notes payable and derivative liabilities

Beneficial conversion feature discount on notes payable

Effect of adopting ASU-2020-06

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

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

IIOT-OXYS, Inc.

1 unchanged sentence

Notes to Consolidated Financial Statements

September 30, 2022 and 2021

March 31, 2023 and 2022

NOTE 1 - NATURE OF OPERATIONS, BASIS OF PRESENTATION

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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,

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.

30, 2007, the Board of Directors approved a plan to dispose of its wholesale and retail beauty supply business.

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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.

The global COVID-19 pandemic continues to present

uncertainty and unforeseeable risks to the Company’s operations and business plan.

The Company has closely monitored recent developments,

including the lifting of COVID-19 safety measures, the spread of new strains or variants of the coronavirus (such as the Delta and Omicron

variants), and supply chain and labor shortages.

Thus, the full impact of the COVID-19 pandemic on the business and operations remains

uncertain and will vary depending on the pandemic’s future impact on the third parties with whom the Company does business, as well

as any legal or regulatory consequences resulting therefrom.

The Company has been following the recommendations of health authorities

to minimize exposure risk for its team members and may take further actions that alter our operations, including any required by federal,

state or local authorities, or that it determines are in the best interests of its employees and other third parties with whom the Company

does business.

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.

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

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the Company has suffered continuing operating losses, has a working capital deficit of $ 1,741,781 , used cash flows in operating activities

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

of $ 61,289 , and has an accumulated deficit of $ 9,485,307 as of March 31, 2023.

These factors, among others, raise a substantial doubt

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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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING

The following summary of significant accounting

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

These accounting policies

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

Interim Financial Statements

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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.

interim consolidated 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, 2022.

Principles of Consolidation

The consolidated financial statements for September

The consolidated financial statements for March

31, 2023 and 2022, respectively, include the accounts of Company, and its wholly-owned subsidiaries OXYS Corporation and HereLab, Inc.

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Reclassifications

Certain amounts in the prior periods presented have

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

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

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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

of March 31, 2023 and December 31, 2022.

The Company reported a cash balance of $ 25,158 and $ 33,336 as of March 31, 2023 and December

31, 2022, respectively.

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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.

The Company recorded accounts receivable of $ 9,893 and $ 28,941 at March 31, 2023 and December 31, 2022, and no allowance

for doubtful accounts was deemed necessary as of March 31, 2023 and December 31, 2022, 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

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.

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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.

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

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

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Revenue Recognition

The Company’s revenue is derived primarily from

providing services under contractual agreements.

The Company’s revenue is derived primarily

from providing services under contractual agreements.

The Company recognizes revenue in accordance with ASC Topic No.

606, Revenue from

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

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

According to ASC 606, the Company recognizes revenue

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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

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.

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.

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

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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:

March 31, 2023 and December 31, 2022, the Company had no amounts in excess of the FDIC insurance limit.

Fair Value of Financial Instruments and Fair

Value Measurements

ASC 820, “ Fair Value Measurements and

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

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

to measure fair value.

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

input that is significant to the fair value measurement.

ASC 820 prioritizes the inputs into three levels that may be used to measure

Level 1 applies to assets or liabilities for which

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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 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,

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

Convertible Debt and Convertible Preferred Stock

Convertible Debt and Convertible Preferred

When the Company issues convertible debt or convertible

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Effective January 1, 2022, we early adopted ASU

“ 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.

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.

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,

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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

The Company has adopted this guidance and

it does not have any material impact 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.

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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.

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

$ 192,500 cash 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 $ 5,856 for the three months ended March

The Company recorded unearned interest of $ 2,219 and $ 5,151 , and unamortized original debt discount of $ 3,791 and $ 4,716 at March

31, 2023 and December 31, 2022, respectively.

NOTE 4 - INTANGIBLE ASSETS

The Company’s intangible assets comprise of

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

Intangible assets, net of amortization

at September 30, 2022 and December 31, 2021 amounted to $ 261,062 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

September 30,

at March 31, 2023 and December 31, 2022 amounted to $ 236,379 and $ 248,585 , respectively.

Schedule of intangible assets

Intangible Assets

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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.

assets were impaired as of March 31, 2023 and December 31, 2022, 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 $ 12,205 for the three months

ended March 31, 2023 and 2022, respectively.

The following table summarizes the Company’s

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

estimated future amortization expense of intangible assets with finite lives as of March 31, 2023:

Schedule of future amortization

Amortization Expense

2023 (Remainder of the year)

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

In prior years, the Company entered into consulting

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

the Company’s common stock from the Company’s 2017 Stock Incentive Plan and 2019 Stock Incentive Plans.

All the consulting

agreements have been terminated and shares have been issued in conjunction with the related separation agreements.

According to the terms

of the agreements, 3,547,788 shares were vested and issued per the Company’s 2017 Stock Incentive Plan as of March 31, 2023 and

December 31, 2022, and 3,080,000 shares and 2,980,000 shares were vested and issued per the Company’s 2019 Stock Incentive Plan

as of March 31, 2023 and December 31, 2022, respectively.

In the event that the agreement is terminated

by either party pursuant to the terms of the agreement, all unvested shares which have been earned shall vest on a pro-rata basis as of

the effective date of the termination of the agreement and all unearned, unvested shares shall be terminated.

The value of the shares

was assigned at fair market value on the effective date of the agreement and the pro-rata number of shares earned was calculated and amortized

at the end of each reporting period.

On March 18, 2022, the Company adopted 2022 Stock

Incentive Plan and reserved for issuance 20,000,000 shares of common stock for incentivizing its management team.

Employment Agreement - CEO

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.

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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%).

The Company awarded the CEO an aggregate of 7,000,000 shares of the Company’s 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, 2025.

The shares are valued at the 90% of the average market price of the shares of 30 trading

days at the end of each quarter.

The Company has recorded $ 142,424 in salaries payable to the CEO as of March 31, 2023 and December 31,

2022, respectively.

Employment Agreement – COO/Interim CFO

On June 2, 2022, the Board approved an Employment

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

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, 2025.

The shares are valued at the 90% of the average market price of the shares of

30 trading days at the end of each quarter.

The Company recorded $ 121,092 in salaries payable to the COO/Interim CFO as of March

31, 2023 and December 31, 2022, 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.

The following table summarizes the outstanding

balance of convertible notes payable, interest and conversion rates as of March 31, 2023 and December 31, 2022, respectively.

Schedule of convertible notes payable

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.

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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 originally 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.

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

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

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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 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.

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.

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

The Company is in default with the terms of the Note A and is currently negotiating with the noteholder to extend the maturity date to

cure the default.

The Company recorded interest expense of $ 6,066

and $ 8,729 for the three months ended March 31, 2023 and 2022, respectively.

Accrued interest payable on Note A was $ 165,934 and $ 159,868

as of March 31, 2023 and December 31, 2022, respectively.

The principal balance payable on Note A amounted

to $ 205,000 on March 31, 2023 and December 31, 2022, respectively.

January 2019 Convertible Note and Warrants (“Note

Effective March 1, 2021, the noteholder of Note

B agreed to extend the maturity date of March 1, 2021 of the 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 $ 678 on Note B for the three months ended March 31, 2023 and 2022, respectively.

Accrued interest payable on Note B was $ 11,520 and

$ 10,842 as of March 31, 2023 and December 31, 2022, respectively.

The principal balance payable on Note B amounted

to $ 55,000 and $ 55,000 on March 31, 2023 and December 31, 2022, respectively.

March 2019 Convertible Note and Warrants

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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 is in default with the terms of the Note D and is currently negotiating with the noteholder to extend the maturity date to

cure the default.

The Company recorded interest expense of $ 1,479

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.

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

and $ 1,479 on Note D for the three months ended March 31, 2023 and 2022, respectively.

Accrued interest payable on Note D was $ 22,177

and $ 20,698 as of March 31, 2023 and December 31, 2022, respectively.

The principal balance payable on Note D amounted

to $ 50,000 on March 31, 2023 and December 31, 2022, 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.

to extend the maturity date of the 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 $ 3,699

and $ 3,699 on Note E for the three months ended March 31, 2023 and 2022, respectively.

Accrued interest payable on Note E was $ 52,389

and $ 48,690 as of March 31, 2023 and December 31, 2022, respectively.

The principal balance payable on Note E amounted

to $ 125,000 and $ 125,000 on March 31, 2023 and December 31, 2022, 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.

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

All other terms and conditions of the Note F

remain the same.

On March 23, 2023, the noteholder of Note F converted the principal balance of its convertible promissory note of $ 25,814

and $ 7,186 of accrued interest into 17,837,838 shares of common stock of the Company valued at the fair value of $ 0.00185 per share.

The Company recorded interest expense of $ 757

and $ 818 on Note F for the three months ended March 31, 2023 and 2022, respectively.

Accrued interest payable on Note F was $ 0 and $ 5,029

as of March 31, 2023 and December 31, 2022, respectively.

The principal balance payable on Note F amounted

to $ 7,353 and $ 33,167 on March 31, 2023 and December 31, 2022, 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.

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

All other terms and conditions of the Note G

remain the same.

The Company recorded interest expense of $ 1,849

and $ 1,849 on Note G for the three months ended March 31, 2023 and 2022, respectively.

Accrued interest payable on Note G was $ 17,688

and $ 17,240 as of March 31, 2023 and December 31, 2022, respectively.

The principal balance payable of Note G amounted

to $ 75,000 at March 31, 2023 and December 31, 2022, 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:

The following table sets forth the computation

of basic and diluted net loss per share of common stock for the three months ended March 31, 2023 and 2022:

Schedule of earnings per share

Three Months Ended

September 30,

Net loss attributable to common stockholders (basic)

$ ( 178,170 )

Shares used to compute net loss per common share, 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)

$ ( 525,160 )

$ ( 818,211 )

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

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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:

have been excluded from diluted net loss per common share for the three months ended March 31, 2023 and 2022, respectively, because their

inclusion would be anti-dilutive:

Schedule of anti dilutive shares

As of September 30,

As of March 31,

Warrants to purchase common stock

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

Total anti-dilutive common stock equivalents

NOTE 8 - RELATED PARTIES

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

At March 31, 2023 and December 31, 2022, 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.

The Company executed an operating lease to rent

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

recorded rent expense of $ 750 for the three months ended March 31, 2023 and 2022, respectively.

The Company has recorded $ 1,000 and $ 250

of rent payable to the stockholder in accounts payable as of March 31, 2023 and December 31, 2022, 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.

stock at March 31, 2023.

The Company has 401,865,785 shares 352,174,583 shares of common stock, and 25,845 shares and 25,845 shares of

preferred stock, issued and outstanding as of March 31, 2023 and December 31, 2022, 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.

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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).

On February 24, 2021, the Company entered into

a Common Stock Purchase Agreement with an investor pursuant to which the investor agreed to purchase up to $5,000,000 of the Company’s

registered common stock at $0.015 per share.

Pursuant to the Agreement, purchases may be made by the Company during the Commitment Period

(as defined in the Agreement) through the submission of a purchase notice to the investor no sooner than ten business days after the preceding

No purchase notice can be made in an amount less than $10,000 or greater than $500,000 or greater than two times the average

of the daily trading dollar volume for the Company’s common stock during the ten business days preceding the purchase date.

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

at any given time.

There are certain conditions precedent to each purchase including, among others, an effective registration statement

in place and the VWAP of the closing price of the Company’s common stock greater than $0.0175 for the Company's common stock during

the five business days prior to the closing.

From January 1, 2023 to March 31, 2023, the investor purchased 31,603,364 shares of common

stock for a cash consideration of $ 54,196 .

On February 10, 2023, the Company issued 50,000

shares of its common stock to a consultant for services.

The common stock was valued at the fair market price of $ 215 on the date of issuance.

The shares were issued under the Company’s 2019 Stock Incentive Plan.

On February 21, 2023, the Company issued 100,000

shares of its common stock to a consultant for services.

The common stock was valued at the fair market price of $ 340 on the date of issuance.

The shares were issued under the Company’s 2019 Stock Incentive Plan.

On March 13, 2023, the Company issued 100,000

shares of its common stock to a consultant for services.

The common stock was valued at the fair market price of $ 270 on the date of issuance.

The shares were issued under the Company’s 2019 Stock Incentive Plan.

On March 23, 2023, the noteholder of Note F converted

the principal balance of $ 25,814 and accrued interest of $ 7,186 into 17,837,838 shares of common stock.

The shares issued were valued

at the fair value of common stock on the date of issuance.

Stock Incentive Plans

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

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 ”).

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

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

approved the 2019 Stock Incentive Plan (the “ 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

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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.

In addition, on October 3, 2022, the Company awarded

shares of common stock to an advisor vesting 100,000 shares on the first anniversary date of issuance, 100,000 shares vesting on the

second anniversary, and the remaining 100,000 vesting the third anniversary of the date of issuance.

The common shares vested

pursuant to the 2022 Plan amounted to 0

shares at March 31, 2023 and December 31, 2022, and the 14,300,000

remain unvested as of March 31, 2023.

For the three months March 31, 2023, the Company recorded $ 1,735

as stock compensation expense for the 739,726

shares payable to an officer and a director that remain unvested as of March 31, 2023.

Total shares payable to an officer,

consultant and a director totaled 3,308,219

shares and 2,568,493

shares at March 31, 2023 and December 31, 2022, respectively.

Shares earned and issued related to the consulting

3 unchanged sentences

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

A summary of the status of the Company’s

non-vested shares as of March 31, 2023 and 2022, and changes during the three months period then ended, is presented below:

Schedule of summary of non-vested shares

Non-vested Shares of Common Stock

Weighted Average Fair Value

Weighted Average

Authorized shares per the 2022 Plan – 20,000,000 shares

Balance at December 31, 2022

Balance at September 30, 2022

2017 Plan and 2019 Plan

Balance at March 31, 2023

Authorized shares per the 2019 Plan – 5,000,000 shares

Balance at December 31, 2022

( 3,600,000 )

Balance at September 30, 2021

Balance at March 31, 2023

Authorized shares per the 2017 Plan – 4,500,000 shares

Balance at December 31, 2022

Balance at March 31, 2023

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

Series A Supervoting Convertible Preferred

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.

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:

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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

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[twenty times the sum of:

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.

shares of Common stock issued and outstanding at the time of voting + all shares of Series A and any newly designated Preferred stock

issued and outstanding at the time of voting}]

[the number of shares of Series

A Super Voting Preferred Stock issued and outstanding at the time of voting]

With respect to all matters upon which

stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares

of Series A Super Voting Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to

those matters on which separate class voting is required by applicable law or the Articles of Incorporation or Bylaws.

The Company had 25,845 shares of preferred stock

issued and outstanding at March 31, 2023 and December 31, 2022, respectively.

Series B Convertible Preferred Stock Equity

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

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

On November 16, 2020, the Board of Directors of

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

Preferred Stock.

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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

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

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.

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

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.

The Series B Convertible Preferred

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

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

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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.

November 19, 2020

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

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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.

Preferred Stock to GHS as a commitment fee.

No additional closings may take place after the

two-year anniversary of the SPA, or once the entire $600,000 amount has been funded.

If the average daily dollar trading volume for the

Company’s common stock for the 30 trading days preceding a particular additional closing is at least $50,000 per day, the Company

may, at its option, increase the amount of that additional closing to 75 shares of Series B Convertible Preferred Stock ($75,000).

The Series B Convertible Preferred Stock is classified

as temporary equity, as it is convertible upon issuance at an amount equal to the lowest traded price for the Company’s common stock

for the fifteen trading days immediately preceding the date of conversion.

Based on the requirements of ASC 815, Derivatives

and Hedging , the conversion feature represents an embedded derivative that is required to be bifurcated and accounted for as a separate

derivative liability.

The derivative liability is originally recorded at its estimated fair value and is required to be revalued at each

conversion event and reporting period.

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

On November 19, 2020, GHS purchased a total of

70 shares of Series B Convertible Preferred Stock for gross proceeds of $ 45,000 .

The Company paid $ 900 in selling commissions to complete

this financing.

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

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liability, and $ 45,000 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 recalculated the value of the derivative

liability associated with this convertible preferred stock recording a loss of $ 199 and a gain of $ 18,069 for the three months ended March

31, 2023 and 2022 in connection with the change in fair market value of the derivative liability.

The Company recorded $ 2,485 as preferred

stock dividend expense for the three months ended March 31, 2023 and 2022, and $ 23,805 and $ 21,320 as preferred stock dividend payable

as of March 31, 2023 and December 31, 2022, respectively.

Derivative liability payable for this transaction totaled $ 72,665 and $ 72,456

at March 31, 2023 and December 31, 2022, and Series B Convertible Preferred Stock mezzanine liability was $ 84,000 at March 31, 2023 and

December 31, 2022, respectively.

The Company valued the conversion feature using

the Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0013 to $0.0140, the

closing stock price of the Company's common stock on the date of valuation ranging from $0.0015 to $0.0184, an expected dividend yield

of 0%, expected volatility ranging from 160.41% to 440.99%, risk-free interest rates ranging from 0.38% to 4.73%, and an expected term

ranging from 0.13 years to 1.50 years.

December 16, 2020

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

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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 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

$ 21,241 as day one loss on the derivative, $ 17,000 as interest expense, and $ 17,000 as Series B Convertible Preferred Stock mezzanine

liability, and $ 85,000 as amortization.

The Company recalculated the value of the derivative

liability associated with this convertible preferred stock recording a loss of $ 242 and a gain of $ 20,784 for the three months ended March

31, 2023 and 2022 in connection with the change in fair market value of the derivative liability.

The Company recorded $ 3,018 as preferred

stock dividend expense for the three months ended March 31, 2023 and 2022, and $ 28,001 and $ 24,983 as preferred stock dividend payable

as of March 31, 2023 and December 31, 2022, respectively.

Derivative liability payable for this transaction totaled $ 88,224 and 87,982

at March 31, 2023 and December 31, 2022, and Series B Convertible Preferred Stock mezzanine liability was $ 102,000 at March 31, 2023 and

December 31, 2022, respectively.

The Company valued the conversion feature using

the Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0013 to $0.0187, the

closing stock price of the Company's common stock on the date of valuation ranging from $0.0015 to $0.0184, an expected dividend yield

of 0%, expected volatility ranging from 160.41% to 431.65%, risk-free interest rates ranging from 0.38% to 4.737%, and an expected term

of 1.50 years.

December 20, 2021

On December 20, 2021, pursuant to the terms of

the SPA, GHS purchased an additional 51 shares of Series B Convertible Preferred Stock for gross proceeds of $ 51,000 .

The Company paid

$ 1,000 in selling commissions to complete this financing.

The Company recalculated the value of the derivative

liability associated with this convertible preferred stock recording a loss of $ 145 for the three months ended March 31, 2023 in connection

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

The Company recorded $ 1,811 as preferred stock dividend expense for

the three months ended March 31, 2023 and 2022, and $ 9,376 and $ 7,565 as preferred stock dividend payable as of March 31, 2023 and December

31, 2022, 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

Derivative liability payable for this transaction totaled $ 52,935 and $ 52,789 at March 31, 2023 and December 31,

2022 and Series B Convertible Preferred Stock mezzanine liability was $ 61,200 at March 31, 2023 and December 31, 2022, respectively.

The Company valued the conversion feature using

the Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0013 to $0.0050 the

closing stock price of the Company's common stock on the date of valuation ranging from $0.0015 to $0.0060, an expected dividend yield

of 0%, expected volatility ranging from 174.58% to 208.19%, risk-free interest rates ranging from 0.91% to 4.737%, and an expected term

of 1.50 years.

February 7, 2022

On February 7, 2022, pursuant to the terms of

the SPA, GHS purchased an additional 51 shares of Series B Convertible Preferred Stock for gross proceeds of $ 51,000 .

The Company paid

$ 1,000 in selling commissions to complete this financing.

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 $ 51,000 as amortization.

The Company recalculated the value of the

derivative liability associated with the convertible note at March 31, 2023 and 2022, and recorded a loss of $ 145

for the three months ended March 31, 2023 and 2022, respectively, in connection with the change in fair market value of the

derivative liability.

In addition, the Company recorded $ 1,811

as preferred stock dividend expense for the three months ended March 31, 2023 and 2022.

Preferred stock dividend payable to GHS on

this derivative totaled $ 8,390

as of March 31, 2023 and December 31, 2022.

Derivative liability payable for this transaction totaled $ 52,935

at March 31, 2023 and December 31, 2022, and Series B Convertible Preferred Stock mezzanine liability was $ 61,200

at March 31, 2023 and December 31, 2022, respectively.

The Company valued the conversion feature using

the Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0013 to $0.0096, the

closing stock price of the Company’s common stock on the date of valuation ranging from $0.0015 to $0.0172, an expected dividend yield

of 0%, expected volatility ranging from 160.35% to 177.44%, risk-free interest rates ranging from 1.09% to 4.73%, and an expected term

of 1.35 to 1.5 years.

March 24, 2022

On March 24, 2022, pursuant to the terms of the

SPA, GHS purchased an additional 136 shares of Series B Convertible Preferred Stock for gross proceeds of $ 136,000 .

The Company paid $ 2,720

in selling commissions to complete this financing.

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 $ 136,000 as amortization.

The Company recalculated the value of the derivative

liability associated with the convertible note at March 31, 2023 and 2022, and recorded a loss of $ 387 and a gain of $ 105,194 for the

three months ended March 31, 2023 and 2022, respectively, in connection with the change in fair market value of the derivative liability.

In addition, the Company recorded preferred stock dividend expense of $ 4,829 and $ 376 for the three months ended March 31, 2023 and 2022.

Preferred stock dividend payable to GHS for this derivative totaled $ 19,960 and $ 15,131 at March 31, 2023 and December 31, 2022.

liability payable for this transaction totaled $ 141,159 and $ 140,772 at March 31, 2023 and December 31, 2022, respectively, and Series

B Convertible Preferred Stock mezzanine liability was $ 163,200 at March 31, 2023 and December 31, 2022.

The Company valued the conversion feature using

the Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0013 to $0.0096, the

closing stock price of the Company’s common stock on the date of valuation ranging from $0.0015 to $0.0183, an expected dividend yield

of 0%, expected volatility ranging from 160.35% to 177.44%, risk-free interest rates ranging from 1.55% to 4.73%, and an expected term

of 1.48 to 1.5 years.

November 17, 2022

On November 17, 2022, pursuant to the terms of

the SPA, GHS purchased an additional 61 shares of Series B Convertible Preferred Stock for gross proceeds of $ 61,000 .

The Company paid

$ 1,220 in selling commissions to complete this financing.

On November 17, 2022 (the date of receipt of cash

proceeds of $61,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 54,072 ,

$ 6,928 as day one gain on the derivative, $ 12,200 as interest expense, and $ 12,200 as Series B Convertible Preferred Stock mezzanine liability,

and $ 61,000 as amortization.

The Company recalculated the value of the derivative

liability associated with the convertible note at March 31, 2023 and recorded a loss of $ 174 for the three months ended March 31, 2023,

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

In addition, the Company recorded preferred stock dividend

expense of $ 2,166 for the three months ended March 31, 2023.

Preferred stock dividend payable to GHS for this derivative totaled $ 3,225

and $ 1,059 at March 31, 2023 and December 31, 2022.

Derivative liability payable for this transaction totaled $ 63,314 and $ 63,140 at March

31, 2023 and December 31, 2022, respectively, and Series B Convertible Preferred Stock mezzanine liability was $ 73,200 at March 31, 2023

and December 31, 2022.

The Company valued the conversion feature using

the Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0013 to $0.0020, the

closing stock price of the Company’s common stock on the date of valuation ranging from $0.0015 to $0.0022, an expected dividend yield

of 0 %, expected volatility ranging from 174.58 % to 179.98 %, risk-free interest rates ranging from 4.64 % to 4.73 %, and an expected term

of 1.5 years.

As a result of issuance of derivative instruments,

the Company recorded a derivative liability of $ 471,165 and $ 469,873 as of March 31, 2023 and December 31, 2022, and Series B Convertible

Preferred Stock liability of $ 544,800 as of March 31, 2023 and December 31, 2022, respectively.

A summary of the status of the Company’s

warrants as of March 31, 2023 and 2022, and changes during the three months then ended, is presented below:

Schedule of summary of warrant activity

Shares Under Warrants

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Expired/Forfeited

Outstanding at September 30, 2021

Outstanding at March 31, 2022

Outstanding at December 31, 2022

Expired/Forfeited

Outstanding at September 30, 2022

Outstanding at March 31, 2023

NOTE 10 – SUBSEQUENT EVENTS

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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.

On April 27, 2023, the noteholder of Note F elected

to convert $7,353 of principal amount and $71 of accrued interest, totaling $7,424 into 4,949,507 shares of common stock.

The shares were

valued at the fair value of the common stock on the date of issuance.

On May 1, 2023, the noteholder of Note G agreed

to extend the maturity date of the Convertible Promissory Note G to April 29, 2025.

All other terms and conditions of the convertible

promissory note remain the same.

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