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Item 1. Financial Statements

2023-11-13 compared with 2023-08-18 · 292 added, 240 removed, 714 unchanged (43% of the section changed)

Financial Statements

IIOT-OXYS, Inc.

and Subsidiaries

Consolidated Balance Sheets

June 30, 2023

Condensed Consolidated Balance Sheets

December 31, 2022

4 unchanged sentences

Total Current Assets

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

Note receivable, net of discount of $ 1,911 and $ 4,716 at September 30, 2023 and December 31, 2022, respectively

Intangible assets, net

15 unchanged sentences

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

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

Liquidation preference $ 619,200 and $ 544,800 at September 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 June 30, 2023 and December 31, 2022, respectively

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

Series A Preferred Stock, 25,845 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively

Common Stock $ 0.001 Par Value, 3,000,000,000 shares authorized;

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

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

Additional paid in capital

7 unchanged sentences

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

IIOT-OXYS, Inc.

and Subsidiaries

Consolidated Statements of Operations

Condensed Consolidated Statements of Operations

For The Three Months Ended

For The Six Months Ended

September 30,

For The Nine Months Ended

September 30,

Cost of Sales

5 unchanged sentences

Gain (Loss) on change in FMV of derivative liability

Loss on derivative

Gain (Loss) on derivative

Interest income

5 unchanged sentences

$ ( 743,600 )

$ ( 428,809 )

$ ( 701,304 )

Convertible Preferred Stock Dividend

2 unchanged sentences

$ ( 775,217 )

$ ( 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)

the three months ended June 30, 2023

Condensed Consolidated Statements of Stockholders' Equity (Deficit)

For the three months ended September 30, 2023

Preferred Stock

1 unchanged sentence

Total Stockholders’ Equity

Balance - March 31, 2023

Balance - June 30, 2023

$ ( 9,768,364 )

$ ( 2,179,925 )

Common stock issued for conversion of convertible note payable

Balance - June 30, 2023

Sales commissions paid on Sale of Series B Preferred stock

Balance - September 30, 2023

$ ( 9,831,038 )

$ ( 2,243,839 )

For the six months ended June 30, 2023

For the nine months ended September 30, 2023

Preferred Stock

8 unchanged sentences

Common stock issued for conversion of convertible note payable

Balance - June 30, 2023

Balance - September 30, 2023

$ ( 9,831,038 )

$ ( 2,243,839 )

For the three months ended June 30, 2022

For the three months ended September 30, 2022

Preferred Stock

1 unchanged sentence

Total Stockholders’ Equity

Balance - March 31, 2022

Balance - June 30, 2022

$ ( 8,956,269 )

2 unchanged sentences

Sales commissions paid on capital raise

Common stock issued for conversion of convertible note payables

Net Income (loss)

Balance - June 30, 2022

1 unchanged sentence

$ ( 1,534,295 )

For the six months ended June 30, 2022

For the nine months ended September 30, 2022

Preferred Stock

13 unchanged sentences

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

IIOT-OXYS, Inc.

and Subsidiaries

Statements of Cash Flows

For the Six Months Ended June 30,

Consolidated Statements of Cash Flows

For the Nine Months Ended September 30,

Cash Flows From Operating Activities

26 unchanged sentences

Net Cash Provided By Financing Activities

Net Increase (Decrease) in Cash and Cash Equivalents

Net (Decrease) in Cash and Cash Equivalents

Cash and Cash Equivalents - Beginning of Period

10 unchanged sentences

Notes to Condensed Consolidated Financial Statements

June 30, 2023 and 2022

September 30, 2023 and 2022

NOTE 1 - NATURE OF OPERATIONS, BASIS OF PRESENTATION

35 unchanged sentences

the Company has suffered continuing operating losses, has a working capital deficit of $ 1,958,290 , used cash flows in operating activities

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

of $ 129,417 , and has an accumulated deficit of $ 9,831,038 as of September 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 concern.

Management believes that the Company will be able

23 unchanged sentences

Principles of Consolidation

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.

The consolidated condensed financial statements

for September 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.

55 unchanged sentences

The interest on the

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

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

on the conversion date.

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

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

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

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

conversion date.

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

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

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

5 unchanged sentences

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.

the Note of $ 8,205 and $ 19,983 for the three months and nine months ended September 30, 2023, and $ 5,986 and $ 11,647 for the three months

and nine months ended September 30, 2022.

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

of $ 1,911 and $ 4,716 at September 30, 2023 and December 31, 2022, respectively.

NOTE 4 - INTANGIBLE ASSETS

2 unchanged sentences

Intangible assets, net of amortization

amounted to $ 224,038 and $ 248,585

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

amounted to $ 211,562 and $ 248,585 at September 30, 2023 and December 31, 2022, respectively.

Schedule of intangible assets

September 30,

Intangible Assets

2 unchanged sentences

The Company determined that none of its intangible

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 $ 12,341 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.

assets were impaired as of September 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 $ 12,477 and

$ 12,477 for the three months ended September 30, 2023 and 2022, respectively.

Amortization expense of finite-lived intangibles was $ 37,023

and $ 37,023 for the nine months ended September 30, 2023 and 2022, respectively.

The following table summarizes the Company’s

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

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

Schedule of future amortization

3 unchanged sentences

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

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

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

2 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 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.

of the agreements, 3,547,788 shares were vested and issued per the Company’s 2017 Stock Incentive Plan as of September 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 September 30, 2023 and December 31, 2022, respectively.

In the event that the agreement is terminated

14 unchanged sentences

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.

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.

As of September 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 $ 179,151

and $ 142,424

in salaries payable to the CEO as of September 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.

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.

As of September 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 $ 159,821 and $ 121,092 in salaries payable

to the COO/Interim CFO as of September 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 June 30, 2023 and December 31, 2022, respectively.

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

Schedule of convertible notes payable

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

The balance of principal and accrued and unpaid interest is payable on maturity on March 1, 2024, unless automatically extended for one-year periods if no Event of Default is existing.

September 30,

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

any time into shares of common stock at the lowest VWAP of $0.001 per share on September 30, 2023.

The balance of principal and accrued

and unpaid interest is payable on maturity on March 1, 2024, unless automatically extended for one-year periods if no Event of

Default is existing.

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

2 unchanged sentences

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

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

The balance of principal and accrued and unpaid interest is payable on March 1, 2024, unless automatically extended for one-year periods if no Event of Default is existing.

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

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

any time into shares of common stock at the lowest VWAP of $0.001 per share on September 30, 2023.

The balance of principal and accrued and unpaid interest is payable on March 1, 2024, unless

automatically extended for one-year periods if no Event of Default is existing.

The note is secured by substantially all the assets

of the Company.

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

11 unchanged sentences

January 18, 2018 Convertible Note and Warrants (“Note

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

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

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

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

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).

14, 2022, the noteholder of Note A agreed to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note

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

defined in the Note A) including penalties were waived, and all future Events of Default (as defined in the Note A) pertaining to the

future payment of interest were waived through maturity.

On July 21, 2023, the noteholder of Note A agreed to extend the maturity date

to March 1, 2024 , and Note A convertible into shares of common stock on September 30,

2023 at the lowest VWAP of $0.001 per share during the look back period, provided:

· Upon request of the noteholder of Note A, the

Company shall issue twenty thousand dollars ($20,000) worth of common shares (the “1 st Incentive Shares) and the price

per 1 st Incentive Share shall be the Volume-Weighted Average Price (VWAP) per common share of the Company (subject to adjustments)

for the previous ten trading days.

· The Company shall use its best efforts to file

a registration statement registering the resales of the 1 st Incentive Shares within 45 calendar days from the date hereof.

The Company shall use is best efforts to have the registration statement declared “effective” within sixty (60) calendar days

from its filing.

The Company shall use its best efforts to have a registration statement registering the resales of the 1st Incentive

Shares remain effective until such time that the noteholder of Note A no longer holds any such 1st Incentive Shares.

· Upon full conversion of the Note A and Note D,

the Company shall issue to the holder of Note A fifty thousand dollars ($50,000) worth of common shares (the “2nd Incentive Shares”)

and the price per 2nd Incentive Share shall be the VWAP per common share of the Company (subject to adjustments) for the previous ten

(10) Trading Days.

· The Company shall use its best efforts to file

a registration statement registering the resales of the 2nd Incentive Shares within forty-five (45) calendar days from the date of issuance.

The Company shall use is best efforts to have the registration statement declared “effective” within sixty (60) calendar days

from its filing.

The Company shall use its best efforts to have a registration statement registering the resales of the 2nd Incentive

Shares remain effective until such time that the noteholder of Note A no longer holds any such 2nd Incentive Shares.

All other terms and conditions of the convertible

promissory note remain the same.

The noteholder of Note A waives all events of default pertaining to the Note A, known or unknown to the

noteholder, by the Company prior to the date hereof.

The noteholder also waives all defaults of the transaction documents, known or unknown

to the noteholder of Note Aby the Company prior to the date hereof.

The Company recorded interest expense of $ 6,201

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.

and $ 18,400 for the three months and nine months ended September 30, 2023, and $ 6,201 and $ 22,631 for the three months and nine months

ended September 30, 2022, respectively.

Accrued interest payable on Note A was $ 178,268 and $ 159,868 as of September 30, 2023 and December

31, 2022, respectively.

The principal balance payable on Note A amounted

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

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

January 2019 Convertible Note and Warrants (“Note

3 unchanged sentences

The Company recorded interest expense of $ 693

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.

and $ 2,057 on Note B for the three months and nine months ended September 30, 2023, and $ 693 and $ 2,057 for the three months and nine

months ended September 30, 2022, respectively.

Accrued interest payable on Note B was $ 12,899 and $ 10,842 as of September 30, 2023 and

December 31, 2022, respectively.

The principal balance payable on Note B amounted

to $ 55,000 on June 30, 2023 and December 31, 2022, respectively.

to $ 55,000 on September 30, 2023 and December 31, 2022, respectively.

March 2019 Convertible Note and Warrants

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

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

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

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

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).

14, 2022, the noteholder of Note D agreed to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note

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

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

future payment of interest were waived through maturity.

On July 21, 2023, the noteholder of Note A agreed to extend the maturity of March

1, 2023 date to March 1, 2024 and Note D convertible into shares of common stock on September 30,

2023 at the lowest VWAP of $0.001 per share during the look back period (see Note A above”).

The Company recorded interest expense of $ 1,512

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.

and $ 4,487 on Note D for the three months and nine months ended September 30, 2023, and $ 1,512 and $ 4,487 for the three months and nine

months ended September 30, 2022, respectively.

Accrued interest payable on Note D was $ 25,185 and $ 20,698 as of September 30, 2023 and

December 31, 2022, respectively.

The principal balance payable on Note D amounted

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

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

August 2019 Convertible Note and Warrants (“Note

4 unchanged sentences

The Company recorded interest expense of $ 3,781

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.

and $ 11,219 on Note E for the three months and nine months ended September 30, 2023, and $ 3,781 and $ 11,219 for the three months and nine

months ended September 30, 2022, respectively.

Accrued interest payable on Note E was $ 59,909 and $ 48,690 as of September 30, 2023 and

December 31, 2022, respectively.

The principal balance payable on Note E amounted

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

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

July 2020 Equity Financing Arrangement

8 unchanged sentences

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.

$ 828 on Note F for the three months and nine months ended September 30, 2023, and $ 836 and $ 2,481 for the three months and nine months

ended September 30, 2022, respectively.

Accrued interest payable on Note F was $ 0 and $ 5,029 as of September 30, 2023 and December 31,

2022, respectively.

The principal balance payable on Note F amounted

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

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

July 2020 Equity Financing Arrangement

6 unchanged sentences

The Company recorded interest expense of $ 1,890

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.

and $ 5,609 on Note G for the three months and nine months ended September 30, 2023, and $ 1,890 and $ 5,610 for the three months and nine

months ended September 30, 2022, respectively.

Accrued interest payable on Note G was $ 21,449 and $ 17,240 as of September 30, 2023 and

December 31, 2022, respectively.

The principal balance payable of Note G amounted

to $ 75,000 at June 30, 2023 and December 31, 2022, respectively.

to $ 75,000 at September 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 June 30, 2023 and 2022:

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

Schedule of earnings per share

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Net loss attributable to common stockholders (basic)

1 unchanged sentence

$ ( 775,217 )

$ ( 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 six months ended June 30, 2023 and 2022, respectively, because their

inclusion would be anti-dilutive:

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

their inclusion would be anti-dilutive:

Schedule of anti dilutive shares

As of June 30,

As of September 30,

Warrants to purchase common stock

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

Potentially issuable vested shares to directors and officers

Potentially issuable unvested shares to directors and officers

Total anti-dilutive common stock equivalents

NOTE 8 - RELATED PARTIES

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

At September 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 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.

recorded rent expense of $ 750 and $ 2,250 for the three months and nine months ended September 30, 2023 and 2022, respectively.

has recorded $ 1,000 and $ 250 of rent payable to the stockholder in accounts payable as of September 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 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 June 30, 2023 and December 31, 2022, respectively.

Company has an authorized capital of 3,000,000,000 shares,

value common stock, and 10,000,000 shares

of $ 0.001 par

value preferred stock at September 30, 2023.

The Company has 406,815,293 shares 352,174,583 shares

of common stock and Series A Preferred Stock 25,845 shares

and 25,845 shares

issued and outstanding as of September 30, 2023 and December 31, 2022, respectively.

Holders of shares of common stock are entitled

14 unchanged sentences

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

(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.

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

53 unchanged sentences

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

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

the three months and nine months ended September 30, 2023, the Company recorded $ 864 and $ 3,870 as stock compensation expense for 756,164

shares and 2,243,836 shares payable to an officer and a director that remain unvested as of September 30, 2023.

Total shares payable to

an officer, consultant and a director totaled 4,512,329 shares and 2,568,493 shares at September 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 June 30, 2023 and 2022, and changes during the three months period then ended, is presented below:

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

Schedule of summary of non-vested shares

4 unchanged sentences

( 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 June 30, 2023

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

Balance at December 31, 2022

Balance at June 30, 2023

Balance at September 30, 2023

Preferred Stock

27 unchanged sentences

[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]

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

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

With respect to all matters upon which stockholders

2 unchanged sentences

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

The Company had 25,845 shares of Series A Preferred

Stock issued and outstanding at September 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 $ 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,

liability associated with this convertible preferred stock recording a gain of $ 19,811 and a loss of $ 4,348 for the three months and nine

months ended September 30, 2023, and a gain of $ 25,701 and a gain of $ 28,848 for the three months and nine months ended September 30,

2022, respectively, in connection with the change in fair market value of the derivative liability.

The Company recorded $ 2,541 and $ 7,539 as preferred

stock dividend expense for the three months and nine months ended September 30, 2023, and $ 2,541 and $ 7,513 as preferred stock dividend

for the three months and nine months ended September 30, 2022.

The Company recorded $ 28,859 and $ 21,320 as preferred stock dividend payable

as of September 30, 2023 and December 31, 2022, respectively.

Derivative liability payable for this transaction totaled $ 76,804 and $ 72,456

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

liability associated with this convertible preferred stock and recorded a gain of $ 24,056 and a loss of $ 5,280 for the three months and

nine months ended September 30, 2023, and a gain of $ 31,208 and $ 40,096 for the three months and nine months ended September 30, 2022,

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

The Company recorded preferred stock dividend expense

of $ 3,085 and $ 9,155 for the three months and nine months ended September 30, 2023, and $ 3,085 and $ 9,155 for the three months and nine

months ended September 30, 2022.

The Company recorded $ 34,138 and $ 24,983 as preferred stock dividend payable as of September 30, 2023

and December 31, 2022, respectively.

Derivative liability payable for this transaction totaled $ 93,262 and $ 87,982 at September 30, 2023

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

2022, respectively.

The Company valued the conversion feature using

9 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 $ 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 recalculated the value of the derivative

liability associated with this convertible preferred stock recording a gain of $ 14,434 and a loss of $ 3,168 for the three months and nine

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

The Company recorded

preferred stock dividend expense of $ 1,851 and $ 5,493 for the three months and nine months ended September 30, 2023.

The Company recorded

preferred stock dividend payable of $ 13,058 and $ 7,565 as of September 30, 2023 and December 31, 2022, respectively.

Derivative liability

payable for this transaction totaled $ 55,957 and $ 52,789 at September 30, 2023 and December 31, 2022 and Series B Convertible Preferred

Stock mezzanine liability was $ 60,200 at September 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 $ 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,

liability associated with this convertible preferred stock recording a gain of $ 14,434 and a loss of $ 19,952 for the three months and

nine months ended September 30, 2023, and a gain of $ 18,725 and a gain of $ 17,667 for the three months and nine months ended September

30, 2022, in connection with the change in fair market value of the derivative liability.

The Company recorded preferred stock dividend

expense of $ 1,851 and $ 5,493 for the three months and nine months ended September 30, 2023, and preferred stock dividend expense of $ 1,851

and $ 4,728 for the three months and nine months ended September 30, 2022.

The Company recorded preferred stock dividend payable of $ 12,072

and $ 6,579 as of September 30, 2023 and December 31, 2022, respectively.

Derivative liability payable for this transaction totaled $ 55,957

and $ 52,789 at September 30, 2023 and December 31, 2022 and Series B Convertible Preferred Stock mezzanine liability was $ 61,200 at September

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

14 unchanged sentences

The Company recalculated the value of the derivative

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.

liability associated with the convertible note at September 30, 2023 and 2022, and recorded a gain of $ 38,490 and a loss of $ 8,448 for

the three months and nine months ended September 30, 2023 and 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 expense of $ 4,936 and $ 14,648 for the three months and nine months ended September 30, 2023, and $ 4,936 and $ 10,194

for the three months and nine months ended September 30, 2022.

Preferred stock dividend payable to GHS for this derivative totaled $ 24,842

and $ 15,131 at September 30, 2023 and December 31, 2022.

Derivative liability payable for this transaction totaled $ 149,220 and $ 140,772

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

September 30, 2023 and December 31, 2022.

The Company valued the conversion feature using

14 unchanged sentences

The Company recalculated the value of the derivative

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.

liability associated with the convertible note at September 30, 2023 and recorded a gain of $ 17,264 and a loss of $ 3,789 for the three

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

the Company recorded preferred stock dividend expense of $ 2,214 and $ 6,570 for the three months and nine months ended September 30, 2023.

Preferred stock dividend payable to GHS for this derivative totaled $ 7,629 and $ 1,059 at September 30, 2023 and December 31, 2022.

liability payable for this transaction totaled $ 66,929 and $ 63,140 at September 30, 2023 and December 31, 2022, respectively, and Series

B Convertible Preferred Stock mezzanine liability was $ 73,200 at September 30, 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 $0.0009 to $0.0020, the

closing stock price of the Company’s common stock on the date of valuation ranging from $0.00105 to $0.0022, an expected dividend

yield of 0%, expected volatility ranging from 174.58% to 190.27%, risk-free interest rates ranging from 4.64% to 5.46%, and an expected

term of 1.5 years.

August 24, 2023

On August 24, 2023, pursuant to the terms of the

SPA, GHS purchased 62 shares of Series B Convertible Preferred Stock for gross proceeds of $ 62,000 .

The Company paid $ 1,240 in selling

commissions to complete this financing.

On August 24, 2023 (the date of receipt of cash

proceeds of $62,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 61,679 ,

$ 321 as day one gain on the derivative, $ 12,400 as interest expense, and $ 12,400 as Series B Convertible Preferred Stock mezzanine liability,

and $ 62,000 as amortization.

The Company recalculated the value of the derivative

liability associated with the convertible note at September 30, 2023 and recorded a loss of $ 6,400 for the three months and nine months

ended September 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.

preferred stock dividend expense of $ 905 for the three months and nine months ended September 30, 2023.

Preferred stock dividend payable

to GHS for this derivative totaled $ 905 at September 30, 2023.

Derivative liability payable for this transaction totaled $ 68,078 at September

30, 2023 and Series B Convertible Preferred Stock mezzanine liability was $ 74,400 at September 30, 2023.

The Company valued the conversion feature using

5 unchanged sentences

As a result of issuance of derivative instruments,

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.

the Company recorded a derivative liability of $ 566,153

and $ 469,873 as of September 30, 2023

and December 31, 2022, and Series B Convertible Preferred Stock liability of $ 619,200

as of September 30, 2023 and $ 544,800

as of December 31, 2022, respectively.

A summary of the status of the Company’s

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

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

Schedule of summary of warrant activity

4 unchanged sentences

Expired/Forfeited

Outstanding at June 30, 2022

Outstanding at September 30, 2022

Outstanding at December 31, 2022

Expired/Forfeited

Outstanding at June 30, 2023

Outstanding at September 30, 2023

NOTE 10 – SUBSEQUENT EVENT

Management has evaluated subsequent events through

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

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

On July 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).

October 17, 2023, The Company issued to a director, an officer and two advisors, in the aggregate of 3,200,000 shares of common stock

as the year 1 anniversary shares pursuant to the terms of the 2022 Stock Incentive Plan (see Note 5).

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