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Item 1. Financial Statements

2023-08-18 compared with 2023-05-22 · 317 added, 393 removed, 637 unchanged (53% of the section changed)

Financial Statements

IIOT-OXYS, Inc.

and Subsidiaries

Condensed Consolidated Balance Sheets

Consolidated Balance Sheets

June 30, 2023

December 31, 2022

Current Assets

1 unchanged sentence

Accounts receivable, net

Prepaid expenses

Prepaid expenses and other current assets

Total Current Assets

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

Note receivable, net of discount of $ 2,856 and $ 4,716 at June 30, 2023 and December 31, 2022, respectively

Intangible assets, net

14 unchanged sentences

Commitments and Contingencies (Note 4)

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

Series B Convertible Preferred Stock, 600 shares designated, $0.001 Par Value, $ 1,200 stated value;

454 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively.

Liquidation preference $ 544,800 at June 30, 2023 and December 31, 2022, respectively

Stockholders' Equity (Deficit)

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

25,845 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively

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

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

406,815,293 shares and 352,174,583 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively

Additional paid in capital

5 unchanged sentences

( 1,813,059 )

Total Liabilities and Stockholders' Equity (Deficit)

Total Liabilities and Stockholders' Equity

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

IIOT-OXYS, Inc.

and Subsidiaries

Consolidated Statements of Operations

For The Three Months Ended March 31,

For The Three Months Ended

For The Six Months Ended

Cost of Sales

13 unchanged sentences

$ ( 188,573 )

$ ( 428,809 )

$ ( 701,304 )

Convertible Preferred Stock Dividend

2 unchanged sentences

$ ( 200,853 )

$ ( 461,228 )

$ ( 726,012 )

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

1 unchanged sentence

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

IIOT-OXYS, Inc.

and Subsidiaries

Consolidated Statements of Stockholders' Equity (Deficit)

For the Three Months Ended March 31, 2023 and 2022

Stockholders’

the three months ended June 30, 2023

Preferred Stock

Additional Paid-In

Total Stockholders' Equity

Balance - March 31, 2023

$ ( 9,485,307 )

$ ( 1,904,293 )

Common stock issued for conversion of convertible note payable

Balance - June 30, 2023

$ ( 9,768,365 )

$ ( 2,179,927 )

For the six months ended June 30, 2023

Preferred Stock

Additional Paid-In

Total Stockholders' Equity

Balance - December 31, 2022

5 unchanged sentences

Common stock issued for conversion of convertible note payable

Balance - June 30, 2023

$ ( 9,768,365 )

$ ( 2,179,927 )

For the three months ended June 30, 2022

Preferred Stock

Additional Paid-In

Total Stockholders' Equity

Balance - March 31, 2022

1 unchanged sentence

$ ( 1,734,713 )

Stockholders’

Common Stock Issued for Financing Commitments

Sales commissions paid on capital raise

Common stock issued for conversion of convertible note payables

Net Income (loss)

Balance - June 30, 2022

$ ( 8,956,269 )

$ ( 1,571,617 )

For the six months ended June 30, 2022

Preferred Stock

Additional Paid-In

Total Stockholders' Equity

Balance - December 31, 2021

3 unchanged sentences

Sales commissions paid on capital raise

Effect of adopting ASY 2020-06

Common Stock Issued for Services

Balance - March 31, 2022

Common stock issued for conversion of convertible note payables

Beneficial Conversion Feature Associated with Discounts

Balance - June 30, 2022

$ ( 8,956,269 )

1 unchanged sentence

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 Three Months Ended March 31,

Statements of Cash Flows

For the Six Months Ended June 30,

Cash Flows From Operating Activities

9 unchanged sentences

Accounts receivable

Prepaid expenses and other current assets

Increase (Decrease) in:

26 unchanged sentences

and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2023 and 2022

Notes to Condensed Consolidated Financial Statements

June 30, 2023 and 2022

NOTE 1 - NATURE OF OPERATIONS, BASIS OF PRESENTATION

1 unchanged sentence

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.

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

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., incorporated in Nevada on July

6, 2017, (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.

Impact of COVID-19

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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 consolidated 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

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the Company has suffered continuing operating losses, has a working capital deficit of $ 1,931,009 , used cash flows in operating activities

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

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 $ 78,551 , and has an accumulated deficit of $ 9,768,365 as of June 30, 2023.

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 condensed 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

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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 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.

The accompanying unaudited interim condensed consolidated

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

The unaudited interim condensed 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

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

These unaudited interim condensed consolidated

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

2022 filed with the SEC on April 13, 2023.

Principles of Consolidation

The consolidated financial statements for March

The consolidated financial statements for June

30, 2023 and 2022, respectively, include the accounts of Company, and its wholly-owned subsidiaries OXYS Corporation and HereLab, Inc.

All significant intercompany balances and transactions have been eliminated.

Reclassifications

Certain amounts in the prior periods presented

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

These reclassifications have no effect on previously

reported net income.

Use of Estimates

11 unchanged sentences

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 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.

Accounts Receivable and Allowance for Doubtful

Trade accounts receivable are carried at original

invoice amount less an estimate made for doubtful accounts.

The Company determines the allowance for doubtful accounts by identifying

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

Trade accounts

receivable are written off when deemed uncollectible.

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

when received.

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

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

29 unchanged sentences

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.

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

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.

Convertible Debt and Convertible Preferred

When the Company issues convertible debt or convertible

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

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

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

A conversion feature of a convertible debt instrument

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

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

and Hedging .

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

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

readily convertible to cash.

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

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

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

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.

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 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

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.

2 unchanged sentences

NOTE 3 - NOTE RECEIVABLE

On April 4, 2022, the Company executed an unsecured

On April 4, 2022, the Company was issued an unsecured

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

12 unchanged sentences

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.

as prepaid interest from the borrower for the first twelve months of the Note.

The Company recorded interest income earned on

the Note of $ 5,921 and $ 11,777 for the three months and six months ended June 30, 2023, and $ 5,661 and $ 5,661 for the three months and

six months ended June 30, 2022.

The Company recorded unearned interest of $ 0 and $ 5,151 , and unamortized original debt discount of $ 2,856

and $ 4,716 at June 30, 2023 and December 31, 2022, respectively.

NOTE 4 - INTANGIBLE ASSETS

2 unchanged sentences

Intangible assets, net of amortization

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

amounted to $ 224,038 and $ 248,585

at June 30, 2023 and December 31, 2022, respectively.

Schedule of intangible assets

3 unchanged sentences

The Company determined that none of its intangible

assets were impaired as of March 31, 2023 and December 31, 2022, respectively, Amortizable intangible assets are amortized using the straight-line

assets were impaired as of June 30, 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.

Amortization expense of finite-lived intangibles was $ 12,341 and $ 12,341 for the

three months ended June 30, 2023 and 2022, respectively.

Amortization expense of finite-lived intangibles was $ 24,547 and $ 24,547 for

the six months ended June 30, 2023 and 2022, respectively.

The following table summarizes the Company’s

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

estimated future amortization expense of intangible assets with finite lives as of June 30, 2023:

Schedule of future amortization

8 unchanged sentences

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.

of the agreements, 3,547,788 shares were vested and issued per the Company’s 2017 Stock Incentive Plan as of June 30, 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 June

30, 2023 and December 31, 2022, respectively.

In the event that the agreement is terminated

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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.

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’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 – CEO/Interim CTO

June 2, 2022, the Board approved an Employment Agreement with the CEO/Interim CTO 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’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

As of June 30, 2023, 1,500,000 shares

of the common stock were vested and payable to the CEO, and 5,500,000 shares

of common stock remain unvested.

The Company has recorded $ 142,424 in

salaries payable to the CEO as of June 30, 2023 and December 31, 2022, respectively.

Employment Agreement – COO/Interim CFO

6 unchanged sentences

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

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.

1 unchanged sentence

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.

As of June 30, 2023, 1,500,000

shares of the common stock were vested and payable to the officer, and 5,500,000

shares of common stock remain unvested The Company recorded $ 121,092

in salaries payable to the COO/Interim CFO as of June 30, 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 March 31, 2023 and December 31, 2022, respectively.

balance of convertible notes payable, interest and conversion rates as of June 30, 2023 and December 31, 2022, respectively.

Schedule of convertible notes payable

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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 originally 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 $0.0014 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 originally 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 at $0.0014 per share.

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

9 unchanged sentences

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

The Company 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 was in default with the terms of the Note A as of June 30, 2023 and negotiated with the noteholder to extend the maturity

date to cure the default on July 21, 2023 (See Note 10 – Subsequent Events).

The Company recorded interest expense of $ 6,133

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.

and $ 12,199 for the three months and six months ended June 30, 2023, and $ 7,701 and $ 16,430 for the three months and six months ended

June 30, 2022, respectively.

Accrued interest payable on Note A was $ 172,067 and $ 159,868 as of June 30, 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.

to $ 205,000 on June 30, 2023 and December 31, 2022, respectively.

January 2019 Convertible Note and Warrants (“Note

1 unchanged sentence

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).

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

The Company recorded interest expense of $ 686

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.

and $ 1,364 on Note B for the three months and six months ended June 30, 2023, and $ 678 and $ 1,364 for the three months and six months

ended June 30, 2022, respectively.

Accrued interest payable on Note B was $ 12,206 and $ 10,842 as of June 30, 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.

to $ 55,000 on June 30, 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.

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 was in default with the terms of the Note D as of June 30, 2023 and negotiated with the noteholder to extend the maturity

date to cure the default on July 21, 2023 (See Note 10 – Subsequent Events).

The Company recorded interest expense of $ 1,496

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.

and $ 2,975 on Note D for the three months and six months ended June 30, 2023, and $ 1,496 and $ 2,975 for the three months and six months

ended June 30, 2022, respectively.

Accrued interest payable on Note D was $ 23,673 and $ 20,698 as of June 30, 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.

to $ 50,000 on June 30, 2023 and December 31, 2022, respectively.

August 2019 Convertible Note and Warrants (“Note

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The Company recorded interest expense of $ 3,740

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.

and $ 7,438 on Note E for the three months and six months ended June 30, 2023, and $ 3,740 and $ 7,438 for the three months and six months

ended June 30, 2022, respectively.

Accrued interest payable on Note E was $ 56,128 and $ 48,690 as of June 30, 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.

to $ 125,000 on June 30, 2023 and December 31, 2022, respectively.

July 2020 Equity Financing Arrangement

5 unchanged sentences

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.

April 27, 2023, the noteholder of Note F converted the remaining principal balance of $ 7,353 and accrued interest of $ 71 into 4,949,507

shares of common stock of the Company valued at the fair value of $ 0.0015 per share.

The Company recorded interest expense of $ 71 and

$ 828 on Note F for the three months and six months ended June 30, 2023, and $ 827 and $ 1,645 for the three months and six months ended

June 30, 2022, respectively.

Accrued interest payable on Note F was $ 0 and $ 5,029 as of June 30, 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.

to $ 0 and $ 33,167 on June 30, 2023 and December 31, 2022, respectively.

July 2020 Equity Financing Arrangement

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

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

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

All other terms and conditions of the Note G

1 unchanged sentence

The Company recorded interest expense of $ 1,870

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.

and $ 3,719 on Note G for the three months and six months ended June 30, 2023, and $ 1,870 and $ 3,719 for the three months and six months

ended June 30, 2022, respectively.

Accrued interest payable on Note G was $ 19,559 and $ 17,240 as of June 30, 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.

to $ 75,000 at June 30, 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 ended March 31, 2023 and 2022:

of basic and diluted net loss per share of common stock for the three months ended June 30, 2023 and 2022:

Schedule of earnings per share

Three Months Ended

Three Months Ended June 30,

Six Months Ended June 30,

Net loss attributable to common stockholders (basic)

1 unchanged sentence

$ ( 200,853 )

$ ( 461,228 )

$ ( 726,012 )

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

12 unchanged sentences

The following outstanding common stock equivalents

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

have been excluded from diluted net loss per common share for the six months ended June 30, 2023 and 2022, respectively, because their

inclusion would be anti-dilutive:

Schedule of anti dilutive shares

As of March 31,

As of June 30,

Warrants to purchase common stock

2 unchanged sentences

NOTE 8 - RELATED PARTIES

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

At June 30, 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.

1 unchanged sentence

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.

recorded rent expense of $ 750 and $ 1,500 for the three months and six months ended June 30, 2023 and 2022, respectively.

The Company has

recorded $ 1,000 and $ 250 of rent payable to the stockholder in accounts payable as of June 30, 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 March 31, 2023.

stock at June 30, 2023.

The Company has 406,815,293 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.

preferred stock, issued and outstanding as of June 30, 2023 and December 31, 2022, respectively.

Holders of shares of common stock are entitled

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

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

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

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

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

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

preceding closing.

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

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

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

at any given time.

2 unchanged sentences

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 .

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

14 unchanged sentences

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

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

the principal balance of $ 7,353 and accrued interest of $ 71 into 4,949,507 shares of common stock.

The shares issued were valued at the

fair value of common stock on the date of issuance.

Stock Incentive Plans

19 unchanged sentences

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

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.

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.

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.

on October 3, 2022, the Company awarded 300,000 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 3,000,000

shares and 0 shares at June 30, 2023 and December 31, 2022, and the 11,300,000 shares remain unvested as of June 30, 2023.

For the three

months and six months ended June 30, 2023, the Company recorded $ 1,271 and $ 3,006 as stock compensation expense for the 747,945 shares

and 1,488,942 shares payable to an officer and a director that remain unvested as of June 30, 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.

consultant and a director totaled 3,756,164 shares and 2,568,493 shares at June 30, 2023 and December 31, 2022, respectively.

Shares earned and issued related to the consulting

4 unchanged sentences

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:

non-vested shares as of June 30, 2023 and 2022, and changes during the three months period then ended, is presented below:

Schedule of summary of non-vested shares

3 unchanged sentences

Balance at December 31, 2022

Balance at March 31, 2023

( 3,000,000 )

Balance at June 30, 2023

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

Balance at December 31, 2022

Balance at March 31, 2023

Balance at June 30, 2023

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

Balance at December 31, 2022

Balance at March 31, 2023

Balance at June 30, 2023

Preferred Stock

27 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 or Bylaws.

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.

issued and outstanding at June 30, 2023 and December 31, 2022, respectively.

Series B Convertible Preferred Stock Equity

93 unchanged sentences

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.

liability associated with this convertible preferred stock recording a loss of $ 23,960 and $ 24,159 for the three months and six months

ended June 30, 2023, and a loss of $ 14,922 and gain of $ 3,147 for the three months and six months ended June 30, 2022, respectively, in

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

The Company recorded $ 2,513 and $ 4,999 as preferred stock

dividend expense for the three months and six months ended June 30, 2023, and $ 2,513 and $ 4,999 as preferred stock dividend for the three

months and six months ended June 30, 2022.

The Company recorded $ 26,319 and $ 21,320 as preferred stock dividend payable as of June 30,

2023 and December 31, 2022, respectively.

Derivative liability payable for this transaction totaled $ 96,615 and $ 72,456 at June 30, 2023

and December 31, 2022, and Series B Convertible Preferred Stock mezzanine liability was $ 84,000 at June 30, 2023 and December 31, 2022,

respectively.

The Company valued the conversion feature using

14 unchanged sentences

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.

liability associated with this convertible preferred stock recording a loss of $ 29,094 and $ 29,336 for the three months and six months

ended June 30, 2023, and a loss of $ 11,897 and gain of $ 19,311 for the three months and six months ended June 30, 2022, in connection

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

The Company recorded preferred stock dividend expense of $ 3,052 and

$ 6,070 for the three months and six months ended June 30, 2023, and $ 3,052 and $ 6,070 for the three months and six months ended June 30,

The Company recorded $ 31,053 and $ 24,983 as preferred stock dividend payable as of June 30, 2023 and December 31, 2022, respectively.

Derivative liability payable for this transaction totaled $ 117,319 and 87,982 at June 30, 2023 and December 31, 2022, and Series B Convertible

Preferred Stock mezzanine liability was $ 102,000 at June 30, 2023 and December 31, 2022, respectively.

The Company valued the conversion feature using

3 unchanged sentences

of 0%, expected volatility ranging from 160.41% to 437.59%, risk-free interest rates ranging from 0.38% to 5.40%, and an expected term

of 1.50 years.

ranging from 0.21 years to 1.50 years.

December 20, 2021

3 unchanged sentences

$ 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.

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 recalculated the value of the

derivative liability associated with this convertible preferred stock recording a loss of $ 17,457 and

the three months and six months ended June 30, 2023, in connection with the change in fair market value of the derivative liability.

The Company recorded preferred stock dividend expense of $ 1,831 and

the three months and six months ended June 30, 2023.

The Company recorded preferred stock dividend payable of $ 11,207 and

of June 30, 2023 and December 31, 2022, respectively.

Derivative liability payable for this transaction totaled $ 70,391 and

June 30, 2023 and December 31, 2022 and Series B Convertible Preferred Stock mezzanine liability was $ 102,000 at

June 30, 2023 and December 31, 2022, respectively.

The Company valued the conversion feature using

13 unchanged sentences

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 recalculated the value of the derivative

liability associated with this convertible preferred stock recording a loss of $ 17,457 and $ 17,602 for the three months and six months

ended June 30, 2023, and a gain of $ 15,870 and a loss of $ 1,058 for the three months and six months ended June 30, 2022, in connection

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

The Company recorded preferred stock dividend expense of $ 1,831 and

$ 3,642 for the three months and six months ended June 30, 2023, and preferred stock dividend expense of $ 1,831 and $ 2,877 for the three

months and six months ended June 30, 2022.

The Company recorded preferred stock dividend payable of $ 10,221 and $ 6,579 as of June 30,

2023 and December 31, 2022, respectively.

Derivative liability payable for this transaction totaled $ 70,391 and $ 52,789 at June 30, 2023

and December 31, 2022 and Series B Convertible Preferred Stock mezzanine liability was $ 61,200 at June 30, 2023 and December 31, 2022,

respectively.

The Company valued the conversion feature using

1 unchanged sentence

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.

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 189.90%, risk-free interest rates ranging from 1.09% to 5.40%, and an expected

term of 1.35 to 1.5 years.

March 24, 2022

8 unchanged sentences

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.

liability associated with the convertible note at June 30, 2023 and 2022, and recorded a loss of $ 46,551 and $ 46,938 for the three months

and six months ended June 30, 2023 and 2022, and a gain of $ 47,006 and $ 152,201 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

expense of $ 4,883 and $ 9,712 for the three months and six months ended June 30, 2023, and $ 4,883 and $ 5,259 for the three months and six

months ended June 30, 2022.

Preferred stock dividend payable to GHS for this derivative totaled $ 24,843 and $ 15,131 at June 30, 2023 and

December 31, 2022.

Derivative liability payable for this transaction totaled $ 187,710 and $ 140,772 at June 30, 2023 and December 31, 2022,

respectively, and Series B Convertible Preferred Stock mezzanine liability was $ 163,200 at June 30, 2023 and December 31, 2022.

The Company valued the conversion feature using

1 unchanged sentence

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.

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 189.90%, risk-free interest rates ranging from 1.55% to 5.40%, and an expected

term of 1.48 to 1.5 years.

November 17, 2022

8 unchanged sentences

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.

liability associated with the convertible note at June 30, 2023 and recorded a loss of $ 20,879 and $ 21,053 for the three months and six

months ended June 30, 2023, in connection with the change in fair market value of the derivative liability.

In addition, the Company recorded

preferred stock dividend expense of $ 2,190 and $ 4,356 for the three months and six months ended June 30, 2023.

Preferred stock dividend

payable to GHS for this derivative totaled $ 5,415 and $ 1,059 at June 30, 2023 and December 31, 2022.

Derivative liability payable for

this transaction totaled $ 84,193 and $ 63,140 at June 30, 2023 and December 31, 2022, respectively, and Series B Convertible Preferred

Stock mezzanine liability was $ 73,200 at June 30, 2023 and December 31, 2022.

The Company valued the conversion feature using

1 unchanged sentence

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.

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 189.90 %, risk-free interest rates ranging from 4.64 % to 5.40 %, 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.

the Company recorded a derivative liability of $ 626,563 and $ 469,873 as of June 30, 2023 and December 31, 2022, and Series B Convertible

Preferred Stock liability of $ 544,800 as of June 30, 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:

warrants as of June 30, 2023 and 2022, and changes during the six months then ended, is presented below:

Schedule of summary of warrant activity

4 unchanged sentences

Expired/Forfeited

Outstanding at March 31, 2022

Outstanding at June 30, 2022

Outstanding at December 31, 2022

Expired/Forfeited

Outstanding at March 31, 2023

NOTE 10 – SUBSEQUENT EVENTS

Outstanding at June 30, 2023

NOTE 10 – SUBSEQUENT EVENT

Management has evaluated subsequent events through

1 unchanged sentence

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

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.

On July 21, 2023, the Company and noteholders

A and D agreed to amend the maturity date of the convertible promissory notes to March 1, 2024, subject to certain conditions with respect

to voluntary conversions, conversion prices, incentive shares to be issued to the noteholders upon request from the noteholders (1 st

incentive shares worth $20,000), and upon full conversion of the notes, the noteholder shall receive 2 nd incentive shares worth

The conversion price for the incentive shares shall be the volume weighted average price (VWAP) per common share for the previous

ten (10) trading days (See Note 6 – Convertible Promissory Notes).

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