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Item 9A. Controls and Procedures

2024-07-03 compared with 2023-04-13 · 767 added, 894 removed, 1196 unchanged (58% of the section changed)

53 unchanged sentences

The remediation plan will include

the following actions:

· Separation of corporate responsibilities, e.g.

CEO, CFO, Secretary, etc.

to different key management individuals;

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

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

Due to a material weakness as disclosed in the

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however, due to lack of resources, we

were unable to execute the contemplated remediation plan.

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

the remediation plan proposed above.

were unable to execute the contemplated remediation plan sans appointing an interim Chief Financial Officer.

If we are unable to increase

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

We are committed to maintaining a strong internal

12 unchanged sentences

Other Information

During the quarter ended December 31, 2023, no

director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is

defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

86 unchanged sentences

Section 16(a) Reports

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

ownership of our common stock and any changes in their ownership to the SEC.

The SEC has designated specific due dates for these

reports and we must identify in this Annual Report those persons who did not file these reports when due.

Based solely on our review

of copies of the reports filed with the SEC and the written representations of our directors and executive officers, we believe that

all reporting requirements for fiscal year 2022 were complied with by each person who at any time during the 2022 fiscal year was a

director or an executive officer or held more than 10% of our common stock.

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

stock and any changes in their ownership to the SEC.

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

in this Annual Report those people who did not file these reports when due.

Based solely on our review of copies of the reports filed

with the SEC, we believe that all reporting requirements for fiscal year 2023 were complied with by each person who at any time during

the 2023 fiscal year was a director or an executive officer or held more than 10% of our common stock.

Code of Ethics

30 unchanged sentences

As of December 31, 2023, Mr.

Emmons earned 1,500,000 shares of common stock valued at $2,221.

As of December 31, 2022, Mr.

Emmons was owed $139,575 in accrued and unpaid consulting fees and $2,849 in reimbursable expenses.

On June 4, 2021, 1,500,000 shares of Common Stock previously granted to Mr.

Emmons vested.

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

As of December 31, 2023, Ms.

McNemar was owed $134,849 in accrued and unpaid consulting fees.

McNemar was owed $121,092 in accrued and unpaid consulting fees and $1,600 in reimbursable expenses.

As of December 31, 2023, Mc.

McNemar earned 1,500,000 shares of common stock valued at $2,221.

As of December 31, 2022, Ms.

McNemar was owed $134,849 in accrued and unpaid consulting fees.

On October 1, 2021, 1,200,000 shares of Common Stock previously granted to Ms.

McNemar vested.

Emmons Consulting Agreement

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

Directors (with Mr.

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

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

The term of the Emmons

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

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

The services to be provided by Mr.

Emmons pursuant to the Emmons Agreement

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

Emmons shall receive a monthly fee of $15,000

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

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

the monthly fee will be paid to Mr.

Emmons in cash and the remainder will continue to accrue.

Upon the closing of a capital raise of at

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

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

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

As of the effective date, the Company shall issue

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

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

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

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

The shares are granted under the 2019 Plan.

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

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

On June 12, 2020, the Company entered into an

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

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

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

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

Fees may accrue at the discretion of management.

Conversion of

Accrued and Unpaid Fees .

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

Stock of the Company (the “ Conversion Shares ”).

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

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

“Market Price” means

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

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

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

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

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

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

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

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

Quotation Bureau, Inc.

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

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

Pursuant to the Emmons Amendment, Section 11 was

also eliminated from the Emmons Agreement.

On June 4, 2021, the Emmons Agreement terminated

pursuant to its terms.

Emmons Employment Contract

25 unchanged sentences

events such as a Change of Control (as defined in the Emmons Contract) or the listing of the Company’s Common Stock on a senior

McNemar Consulting Agreement

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

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

(the “ McNemar Agreement ”).

The term of the McNemar Agreement is for three years beginning as of the effective date,

unless terminated earlier pursuant to the agreement and is automatically renewable for one-year terms upon the consent of the parties.

The services to be provided by Ms.

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

McNemar shall receive a monthly fee of $12,750

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

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

the monthly fee will be paid to Ms.

McNemar in cash and the remainder will continue to accrue.

Upon the closing of a capital raise of

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

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

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

As of the effective date, the Company shall issue

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

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

800,000 shares on the second-year anniversary of the effective date;

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

The shares are granted under the 2017 Stock Incentive

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

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

On June 12, 2020, the Company entered into an

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

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

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

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

Fees may accrue at the discretion of management.

Conversion of

Accrued and Unpaid Fees .

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

Stock of the Company (the “ Conversion Shares ”).

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

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

“Market Price” means

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

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

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

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

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

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

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

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

Quotation Bureau, Inc.

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

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

Pursuant to the McNemar Amendment, Section 11

was also eliminated from the McNemar Agreement.

On October 1, 2021, the McNemar Agreement terminated

pursuant to its terms.

McNemar Employment Contract

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on a senior exchange.

Debt Forgiveness Agreements

On June 11, 2020, the Company entered into Debt

Forgiveness Agreements with Mr.

Emmons and Ms.

McNemar, pursuant to which:

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

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

Share Exchange Agreements

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

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

Emmons, Vidhyadhar Mitta, our director, and Ms.

McNemar pursuant

we agreed to sell Mr.

Emmons 7,800 shares of Series A Preferred Stock (as defined below) in exchange for 780,000 unissued, vested shares of our Common Stock;

we agreed to sell Mr.

Mitta 12,000 shares of Series A Preferred in exchange for 1,000,000 unissued, awarded shares of our Common Stock and $168 in accrued and unpaid interest pursuant to a note issued to Mr.

we agreed to sell Ms.

McNemar 6,045 shares of Series A Preferred Stock in exchange for 604,500 unissued, vested shares of our Common Stock.

Equity Awards

7 unchanged sentences

Have Not Vested

7,000,000 (1)

Karen McNemar

7,000,000 (1)

1,500,000 shares on the first-year anniversary of the grant date;

6 unchanged sentences

Security Ownership of Certain Beneficial Owners and Management

The following table and footnotes thereto sets

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

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

stock, and (iii) named executive officers, executive officers, and directors of the Company as a group as of March 30, 2023.

In calculating

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

The following table and footnotes thereto set

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

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

and (iii) named executive officers, executive officers, and directors of the Company as a group as of May 10, 2024.

In calculating any

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

560,015,293 shares of common stock outstanding.

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

Unless as otherwise

Unless otherwise

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

5 unchanged sentences

Clifford Emmons

97,536,982 (2)

Karen McNemar

63,226,582 (3)

Vidhyadhar Mitta

226,184,343 (4)

Executive Officers, Named Executive Officers, and Directors as a Group (3 Persons)

5% Beneficial Holders (Not Named Above)

Cambridge MedSpace LLC

705 Cambridge Street

Cambridge, MA 02141

_____________________

______________________

*Less than 1%

Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:

Under Rule 13d-3 of the Exchange Act, a

beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding,

relationship, or otherwise has or shares:

(i) voting power, which includes the power to vote, or to direct the voting of shares;

and (ii) investment power, which includes the power to dispose or direct the disposition of shares.

Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).

In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.

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

As a result, the percentage of outstanding shares of any person as shown in the above table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on the March 30, 2023.

Includes 13,333 shares issuable upon the exercise of warrants issued to Cambridge MedSpace LLC, an entity of which Mr.

Emmons is a 36.36% owner.

Also includes 30,229,704 shares issuable upon the conversion of a note issued to Cambridge MedSpace LLC.

(ii) investment power, which includes the power to dispose or direct the disposition of shares.

Certain shares may be deemed to be

beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).

In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example,

upon exercise of an option) within 60 days of the date as of which the information is provided.

In computing the percentage

ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such

person (and only such person) by reason of these acquisition rights.

As a result, the percentage of outstanding shares of any person

as shown in the above table does not necessarily reflect the person’s actual ownership or voting power with respect to the

number of shares of common stock actually outstanding on the May 10, 2024.

Includes 319,814,327 shares of Common Stock issuable upon the conversion of $218,753 in accrued and unpaid consulting fees.

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

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

Includes 294,190,058 shares of Common Stock issuable upon the conversion of $201,226 in accrued and unpaid consulting fees.

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

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

Emmons is an owner.

Also includes 83,140,000 shares issuable upon the conversion of a note issued to Cambridge MedSpace LLC.

The following table sets forth information known

to us regarding the beneficial ownership of our Series A Supervoting Preferred Stock as of March 30, 2023.

to us regarding the beneficial ownership of our Series A Supervoting Preferred Stock as of May 10, 2024.

Title of Class

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The following table sets forth information known

to us regarding the beneficial ownership of our Series B Convertible Preferred Stock as of March 30, 2023.

to us regarding the beneficial ownership of our Series B Convertible Preferred Stock as of May 10, 2024.

Title of Class

6 unchanged sentences

GHS Investments, LLC

The following table sets forth information known

to us regarding the beneficial ownership of our Series C Convertible Preferred Stock as of May 10, 2024.

Title of Class

Name and address of

beneficial owner (1)

Amount and nature of

beneficial ownership

Percent of Class

Series C Convertible Preferred Stock

Cambridge MedSpace LLC

Certain Relationships and Related Transactions, and Director Independence

3 unchanged sentences

Executive Compensation.

Coufal Amended and Restated Consulting Agreement

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

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

Chief Technology Officer (the “ Coufal Agreement ”).

The term of the Coufal Agreement is for three years beginning as

of the effective date, unless terminated earlier pursuant to the agreement and is automatically renewable for one-year terms upon the

consent of the parties.

The services to be provided by Mr.

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

in which he is serving.

Coufal shall receive a monthly fee of $9,375

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

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

the monthly fee will be paid to Mr.

Coufal in cash and the remainder will continue to accrue.

Upon the closing of a capital raise of at

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

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

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

As of the effective date, the Company shall issue

Coufal an aggregate of 1,800,000 shares of the Company’s Common Stock which vest as follows:

300,000 shares on the first-year anniversary of the effective date;

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

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

The shares are granted under the 2017 Stock Incentive

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

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

On June 12, 2020, the Company entered into an

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

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

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

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

Fees may accrue at the discretion of management.

Conversion of

Accrued and Unpaid Fees .

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

Stock of the Company (the “ Conversion Shares ”).

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

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

“Market Price” means

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

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

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

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

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

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

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

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

Quotation Bureau, Inc.

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

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

Pursuant to the Coufal Amendment, Section 11 was

also eliminated from the Coufal Agreement.

Coufal Debt Forgiveness Agreement

On June 11, 2020, the Company entered into Debt

Forgiveness Agreements with Mr.

Coufal pursuant to which Mr.

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

pursuant to his consulting agreement with the Company.

Coufal Termination Agreement

Effective March 31, 2021, the Company entered

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

Coufal, pursuant to which Mr.

Coufal resigned and

from all positions within the Company and any of its subsidiaries.

In addition, the Termination Agreement provided for the payment of

$11,144.42 in reimbursable expenses and $130,451 in accrued and unpaid consulting fees to Mr.

Coufal within five business days of the

effective date.

The Termination Agreement also provided for the issuance to Mr.

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

within five business days of the effective date.

Cambridge MedSpace Note

8 unchanged sentences

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

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

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

Each warrant was originally immediately exercisable at $0.75

per share and expires on January 22, 2024.

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

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

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

Each warrant was originally immediately exercisable at $0.75 per

share and expires on January 22, 2024.

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

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

On June 12, 2020, the Company entered into

Amendment No.

On June 12, 2020, the Company entered into Amendment

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

1 unchanged sentence

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

Due to adjustments to the conversion price of

the note, the conversion price is currently $0.0008.

Debt Exchange Agreement

On February 5, 2024 we

entered into the Debt Exchange Agreement with Cambridge MedSpace LLC, an entity of which the Company’s CEO, Clifford L.

Emmons shares

Under the agreement, we agreed to issue to the Lender 57 shares of Series C Preferred Stock in exchange for the forgiveness

of $68,825 of principal ($55,000) and accrued and unpaid interest.

On August 2, 2019, we entered into a Securities

29 unchanged sentences

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

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

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

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

the exercise of independent judgment.

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

the independence of directors, the NYSE MKT LLC provides that a person will be considered an independent director if he or she is not

an officer of the company and is, in the view of our board of directors, free of any relationship that would interfere with the exercise

of independent judgment.

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

Mitta would meet this standard,

and therefore, would be considered to be independent.

Mitta would meet this standard, and therefore,

would be considered to be independent.

Principal Accountant Fees and Services

7 unchanged sentences

other than those reported above, for the years ended December 31, 2023 and 2022.

The aggregate fees billed for professional services

rendered by our principal accountants for tax compliance, tax advice and tax planning in the years ended December 31, 2022 were $3,500

and $2,000 in 2021.

The aggregate fees billed for professional

services rendered by our principal accountants for tax compliance, tax advice and tax planning in the years ended December 31, 2023

were $0 and $3,500 in 2022.

All Other Fees

11 unchanged sentences

this Annual Report:

Report of Independent Registered Public Accounting Firm

of Independent Registered Public Accounting Firm for the year ended December 31, 2022

Report of Independent Registered Public Accounting Firm for the year ended December 31, 2023

Audited Consolidated Balance Sheets at December 31, 2023 and 2022

10 unchanged sentences

Agreement and Plan of Merger dated July 10, 2017

Securities Exchange Agreement dated December 14, 2017, with HereLab, Inc.

Nevada Articles of Incorporation for IIOT-OXYS, Inc.

7 unchanged sentences

Certificate of Designation filed with the Nevada Secretary of State on November 9, 2020

Certificate of Designation filed with the Nevada Secretary of State on January 18, 2024

Amendment No.

1 to the Certificate of Designation filed with the Nevada Secretary of State on February 12, 2024

2017 Stock Incentive Plan

2019 Stock Incentive Plan

Non-Exclusive Patent License Agreement with MIT dated February 5, 2018

Form of 12% Senior Secured Convertible Note

4 unchanged sentences

Amendment dated March 14, 2022 to Senior Secured Convertible Promissory Note with Sergey Gogin

Amendment No.

5 to 12% Senior Secured Convertible Promissory Note dated effective March 1, 2023 with Sergey Gogin

Form of Securities Purchase Agreement

12 unchanged sentences

Amendment dated March 14, 2022 to Senior Secured Convertible Promissory Note with YVSGRAMORAH LLC

Amendment No.

5 to 12% Senior Secured Convertible Promissory Note dated effective March 1, 2023 with YVSGRAMORAH LLC

Form of Securities Purchase Agreement

1 unchanged sentence

Form of Warrant

Consulting Agreement with Clifford Emmons dated effective June 4, 2018

Consulting Agreement with Karen McNemar dated effective October 1, 2018

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

8 unchanged sentences

2 to the 12% Secured Convertible Promissory Note dated effective August 2, 2022 with Vidhyadhar Mitta

Amendment No.

2 to the 12% Secured Convertible Promissory Note dated effective August 2, 2022 with Vidhyadhar Mitta

Security Agreement with Vidhyadhar Mitta dated August 2, 2019

5 unchanged sentences

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

Extension No.

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

Extension No.

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

Amendment No.

2 unchanged sentences

3 dated April 29, 2022 to $75,000 Convertible Promissory Note issued to GHS Investments LLC

Amendment No.

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

Amendment No.

3 dated April 29, 2022 to $75,000 Convertible Promissory Note issued to GHS Investments LLC

Extension No.

4 to the Convertible Promissory Note issued July 29, 2020 with GHS Investments LLC

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

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

Finder’s Fee Agreement dated August 17, 2023 with J.H.

Darbie & Co., Inc.

2 unchanged sentences

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

Amendment to Consulting Agreement with Clifford L.

Emmons dated June 12, 2020

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

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

Settlement and Mutual Release Agreement dated July 29, 2020

Securities Purchase Agreement dated August 24, 2023 with GHS Investments, LLC

Exchange Agreement Dated November 9, 2020 with Clifford L.

1 unchanged sentence

Exchange Agreement Dated November 9, 2020 with Karen McNemar

Employment Contract dated April 1, 2021 with Chandran Seshagiri

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

Termination Agreement with Antony Coufal dated effective March 31, 2021

Employment Contract dated Effective April 1, 2022 with Clifford L.

Employment Contract dated Effective April 1, 2022 with Karen McNemar

Debt Exchange Agreement dated February 5, 2024 with Cambridge MedSpace LLC

Code of Ethics

Letter from Haynie & Company Dated December 1, 2023 Regarding Change in Certifying Accountant

List of Subsidiaries

12 unchanged sentences

*Management contract or compensatory plan or arrangement.

Form 10-K Summary

Item 16 Form 10-K Summary

SIGNATURE PAGE FOLLOWS

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IIOT-OXYS, INC.

April 13, 2023

/s/ Clifford L.

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(Principal Executive Officer)

April 13, 2023

/s/ Karen McNemar

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Director and Chief Executive Officer (Principal Executive Officer)

April 13, 2023

July 3 , 2024

/s/ Karen McNemar

1 unchanged sentence

Interim Chief Financial Officer (Principal Financial and Accounting Officer

April 13, 2023

July 3 , 2024

/s/ Vidhyadhar Mitta

April 13, 2023

July 3 , 2024

Vidhyadhar Mitta

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm for the year ended December 31, 2023

Report of Independent Registered Public Accounting Firm for the year ended December 31, 2022

Audited Consolidated Balance Sheets at December 31, 2023 and 2022

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Notes to Audited Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of IIOT-OXYS, Inc

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of IIOT-OXYS,

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of IIOT-OXYS,

(the Company) as of December 31, 2022, and 2021, and the related consolidated statements of operations, stockholders’ equity

(deficit), and cash flows for each of the years in the two-year period ended December 31, 2022, and the related consolidated notes (collectively

referred to as the financial statements).

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

the consolidated financial position of the Company as of December 31, 2022, and 2021 and the results of its consolidated operations and

its cash flows for each of the years in the two-year period ended December 31, 2022 and 2021, in conformity with accounting principles

We have audited the accompanying consolidated

balance sheet of IIOT-OXYS, Inc.

(“the Company”) as of December 31, 2023, and the related consolidated statements of operations,

stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the financial

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

as of December 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles

generally accepted in the United States of America.

Consideration of the Company’s Ability to Continue as a Going

The accompanying consolidated financial statements have been prepared

assuming that the Company will continue as a going concern.

As more fully described in Note 1 to the consolidated financial statements,

Going Concern

The accompanying consolidated financial statements

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

As discussed in Note 1 to the consolidated financial statements,

the Company has incurred net losses since inception and has negative cash flows from operations.

These factors raise substantial doubt

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

These factors, among others, raise substantial

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

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

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

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

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

to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

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

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

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

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

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

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below

are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to

the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our

especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion

on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions

on the critical audit matters or on the accounts or disclosures to which they relate.

Complex Equity Transactions

As discussed in Note 9, the Company

has outstanding Series B Convertible Preferred stock that is required to be analyzed pursuant to ASC 815, Derivatives and Hedging.

uses an option pricing model to evaluate the fair value of its derivative liabilities, which requires management to make assumptions related

to fair value measurements.

Calculations and accounting for these features require management’s

judgments related to initial and subsequent recognition of the debt and related features, use of a valuation model, and value of the inputs

used in the selected valuation model.

How We Addressed the Matter

Our audit procedures related to the

evaluation of the Company’s accounting for these instruments included the following, among others:

o We obtained an understanding of management’s process and methodology.

o We independently evaluated the inputs utilized by management in order to determine the relevance and reliability

of data used.

o We evaluated the underlying contracts and agreements and recalculated the fair value of derivative liabilities

and related disclosures.

& Associates II, PLLC – PCAOB ID # 5525

We have served as the Company’s auditor since 2024.

Spokane, Washington

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and

Stockholders of IIOT-OXYS, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheet of IIOT-OXYS, Inc.

(the Company) as of December 31, 2022, and the related consolidated statements of operations, stockholders’

equity (deficit), and cash flows for the year ended December 31, 2022, and the related consolidated notes (collectively referred to as

the financial statements).

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

financial position of the Company as of December 31, 2022, and the results of its consolidated operations and its cash flows for the year

ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Consideration of the Company’s Ability

to Continue as a Going Concern

The accompanying consolidated financial statements

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

As more fully described in Note 1 to the consolidated financial

statements, the Company has incurred net losses since inception and has negative cash flows from operations.

These factors raise substantial

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

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

in Note 1 to the consolidated financial statements.

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Basis for Opinion

These consolidated financial statements are the responsibility of the

Company’s management.

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

on our audits.

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

are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules

and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

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

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

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

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

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

control over financial reporting.

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audit.

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

(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

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

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

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

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

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

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the consolidated financial statements.

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

Critical Audit Matters

The critical audit matters communicated below are matters arising

from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the

audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2)

involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in

any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Complex Debt and Equity Transactions

Description of the Matter

As discussed in Note 9, the Company holds Series B Convertible Preferred

Stock that qualifies for derivative treatment under ASC 815, Derivatives and Hedging.

Management uses the Black Scholes Model to value

their derivatives.

This model requires management to make assumptions, use judgment, and can be complex.

How We Addressed the Matter in Our Audit

We gained an understanding of management’s processes and methodology

to develop the estimates.

We reviewed the underlying agreement.

We evaluated management’s selection of a valuation method, tested

the inputs used in the Black-Scholes calculation by agreeing terms of the underlying agreements and market information to third-party

sites, and recalculated the value of the derivatives.

We also evaluated the adequacy of the disclosures related to these fair value measurements

and related gains and losses.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Haynie & Company

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April 13, 2023

We have served as auditors for the company since 2018.

We began serving as the Company’s auditors

We became the predecessor auditor in 2023.

IIOT-OXYS, Inc.

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Accounts receivable, net

Prepaid expenses

Prepaid expenses and other current assets

Total Current Assets

Note receivable, net of discount of $ 4,716 and $ 0

as of December 31, 2022 and 2021, respectively

Note receivable, net of discount of $ 0 and $ 4,716 at December 31, 2023 and 2022, respectively

Intangible assets, net

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Unearned interest

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

Notes payable - current

Shares payable to related parties

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

Liquidation preference $ 544,800 and $ 247,200 as of December 31, 2022 and 2021, respectively

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

Stockholders' Equity (Deficit)

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

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

Series A Preferred Stock, 25,845

shares issued and outstanding at December 31, 2023 and 2022, respectively

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( 1,813,059 )

Total Liabilities and Stockholders' Equity (Deficit)

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

Total Liabilities and Stockholders' Equity

The accompanying notes are an integral part of

these consolidated financial statements.

IIOT-OXYS, Inc.

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Consolidated Statements of Operations

For The Years Ended December 31,

For The Year Ended December 31,

Cost of Sales

Operating Expenses

General and administrative

Amortization of intangible assets

General and administrative

Total Operating Expenses

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Gain (Loss) on change in FMV of derivative liability

Loss on derivative

Gain (loss) on extinguishment of debt

Gain (Loss) on derivative

Interest income

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$ ( 1,076,881 )

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

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

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

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

The accompanying notes are an integral part of

these consolidated financial statements.

IIOT-OXYS, Inc.

and Subsidiaries

Consolidated Statements of Stockholders' Equity (Deficit)

For the Years Ended

December 31, 2022 and 2021

Additional Paid-In

Stockholders’ Equity

Consolidated Statements of Stockholders' Equity

For the Years Ended December 31, 2023 and 2022

Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Total Stockholders' Equity (Deficit)

Balance - December 31, 2021

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$ ( 1,315,853 )

Common stock issued for conversion of convertible note payable

Common stock sold for cash

Common stock issued for extension of notes payable

Common stock issued for financing commitment

Beneficial conversion feature discount on notes payable

Commission paid for raising capital

Common stock issued for accrued compensation

Common Stock Issued for Financing Commitments

Sales commissions paid on capital raise

Common Stock Issued for Services

Common stock issued for conversion of convertible note payables

Beneficial Conversion Feature Associated with Discounts

( 1,076,881 )

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( 1,813,059 )

Common stock issued for conversion of convertible note payable

Common stock issued for financing commitment

Common stock issued for financing commitments

Sales commissions paid on capital raise

Common stock issued for services

Beneficial Conversion Feature Associated with Discounts

Common stock issued for settlement of accrued interest on note payable

Common stock issued for conversion of convertible note payables

Loss on extinguishment of notes payable

( 1,136,460 )

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$ ( 2,623,264 )

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

The accompanying notes are an integral part of

these consolidated financial statements.

IIOT-OXYS, Inc.

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Consolidated Statements of Cash Flows

For The Years Ended December 31,

For the Year Ended December 31,

Cash Flows From Operating Activities

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Discount on note receivable

Forgiveness of PPP Loan

Debt discount on notes payable

Amortization of beneficial conversion feature

Amortization of debt discount on notes payable and preferred stock

Amortization of intangible assets

Loss on extinguishment of notes payable

Changes in Operating Assets and Liabilities

(Increase) Decrease in:

Accounts receivable

Prepaid expense

Increase (Decrease) in:

Accounts payable

Accrued liabilities

Derivative liability

Unearned interest

Deferred revenue

Shares payable to related parties

Salaries payable to related parties

Decrease (increase) in accounts receivable

Decrease in prepaid expenses and other current assets

Increase (decrease) in accounts payable

Increase in accrued liabilities

Increase in derivative liability

(Decrease) increase in unearned interest

(Decrease) in deferred revenue

Increase in shares payable to related parties

Increase (decrease) in salaries payable to

related parties

Net Cash Used by Operating Activities

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Cash Flows from Financing Activities

Cash received from Convertible Note Payable

Cash received from sale of common stock, net

Proceeds from sale of Series B Preferred Stock

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Conversion of convertible notes payable and derivative liabilities

Warrant anti-dilution issuance

Deferred financing cost on notes payable

Discount on Series B Convertible Preferred Stock

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

The accompanying notes are an integral part of

these consolidated financial statements.

IIOT-OXYS, Inc.

5 unchanged sentences

Unless otherwise indicated, any reference to “the

Company”, “our company”, “we”, “us”, or “our” refers to IIOT-OXYS, Inc., a Nevada

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

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

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

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

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

industrial systems and machines.

We were incorporated in the state of New Jersey

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

On November 30,

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

On May 18, 2015, we changed

our name to Gotham Capital Holdings.

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

On March 16, 2017, our Board of Directors

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

Impact of COVID-19

During the year ended December 31, 2022, the effects

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

of COVID-19 on our operating results for the year ended December 31, 2022 was limited, in all material respects, due to the government

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

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

On March 11, 2020, the World Health Organization

designated COVID-19 as a global pandemic.

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

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

that prohibit many employees from going to work.

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

volatility in the financial markets.

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.

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.

Principles of Consolidation

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These factors, among others, raise

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

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

If the Company is unable to obtain adequate capital,

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Cash and Cash Equivalents

The Company considers all highly liquid instruments

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

The Company reported a cash balance of $ 33,336 and

The Company considers all highly liquid

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

The Company reported a cash

balance of $ 644

as of December 31, 2023 and 2022, respectively.

Customer Concentration

For the year ended December 31, 2023, 100 %

of revenue was derived from sales to one customer.

For the year ended December 31, 2022, 100 %

of the revenues were derived from sales to two customers.

Accounts Receivable and Allowance for Doubtful

Trade accounts receivable are carried at original

invoice amount less an estimate made for doubtful accounts.

The Company determines the allowance for doubtful accounts by identifying

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

Trade accounts

receivable are written off when deemed uncollectible.

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

when received.

There was no allowance for doubtful accounts as of December 31, 2022 and December 31, 2021, respectively.

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

and follows the guidelines and processes of measuring both current and expected future credit losses.

Trade accounts receivable are

written off when deemed uncollectible.

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

The Company has adopted and implemented Accounting Standards Codification (“ASC”) Topic 326 Financial

Instruments – Credit Losses during 2023 which has no impact on the financial statements as of December 31, 2023.

allowance for doubtful accounts as of December 31, 2023 and December 31, 2022, respectively.

Long-Lived Assets

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Revenue Recognition

The Company’s revenue is derived primarily

from providing services under contractual agreements.

The Company recognizes revenue in accordance with ASC Topic No.

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

The Company recognize revenues when the products

are delivered to the customer or services are performed in accordance with the contractual terms of the contract with its customer.

Company recognizes revenue in accordance with ASC Topic No.

606, Revenue from Contracts with Customers (“ASC 606”)

which was adopted on January 1, 2018.

According to ASC 606, the Company recognizes revenue

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

The Company used a practical expedient available

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

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

the transaction price to the satisfied and unsatisfied performance obligations.

Advance payments received from customers for products

or services that are to be delivered or performed in the future are recorded as deferred revenues.

The Company has elected to treat shipping and

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

Fair Value of Financial Instruments and Fair

Value Measurements

Fair Value of Financial Instruments and

Fair Value Measurements

ASC 820, “ Fair Value Measurements and

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there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or

The Company recorded derivative liabilities as Level 3 to measure the fair value of the change in derivative

The Company’s consolidated financial instruments

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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

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

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

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

Consequently, a convertible debt instrument will be accounted for

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

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

rate when applying the guidance in Topic 835, Interest.

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

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

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

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

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

as required by the standard upon adoption.

Effective January 1, 2022, we early adopted

ASU 2020-06, “ Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and

Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in

an Entity’s Own Equity” using the modified retrospective method of adoption.

ASU 2020-06 simplifies the accounting for

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

Options , for convertible instruments.

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

contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic

815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital.

Consequently, a

convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features

require bifurcation and recognition as derivatives.

By removing those separation models, the interest rate of convertible debt

instruments typically will be closer to the coupon interest rate when applying the guidance in Topic 835, Interest .

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,

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

statements upon adoption.

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

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

December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 720):

Improvements to Income Tax Disclosures (“ASU 2023-09”) ,

which prescribes standard categories for the components of the effective tax rate reconciliation and requires disclosure of additional

information for reconciling items meeting certain quantitative thresholds, requires disclosure of disaggregated income taxes paid, and

modifies certain other income tax-related disclosures.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and

allows for adoption on a prospective basis, with a retrospective option.

The Company is currently evaluating the potential impact of the

adoption of ASU 2023-09 on its consolidated financial statements.

November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment

Disclosures (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily

through enhanced disclosures about significant segment expenses.

The disclosures requirements included in ASU 2023-07 are required

for all public entities, including those with a single reportable segment.

ASU 2023-07 is effective for annual periods beginning

after December 15, 2024, on a retrospective basis, and early adoption is permitted.

The Company is currently evaluating the

potential impact of ASU 2023-07 on its consolidated financial statements.

NOTE 3 - NOTE RECEIVABLE

On April 4, 2022, the Company issued an unsecured

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

Province of British Columbia.

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

The interest on the

Note 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

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

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

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

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

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

The Company recorded interest income earned on

the Note of $ 20,000 and $ 14,849 for the years ended December 31, 2023 and 2022, respectively.

The Company amortized the discount on note

receivable and recorded it as interest income of $ 3,750 and $ 2,784 for the years ended December 31, 2023 and 2022, respectively.

recorded unearned interest of $ 0 and $ 5,151 , and reported unamortized original debt discount of $ 966 and $ 4,716 at December 31, 2023 and

2022, respectively.

The noteholder is in default of paying $20,000

in interest payments within the six months of April 4, 2022, and has not made any principal payments on the Note to the Company.

Company has provided an allowance for bad debt for the total amount of $ 200,000 of the Note and $ 15,068 of interest receivable on the

Note as of December 31, 2023.

NOTE 4 - INTANGIBLE ASSETS

2 unchanged sentences

Intangible assets, net of amortization

at December 31, 2022 and 2021, amounted to $ 248,585

and $ 298,085 , respectively.

at December 31, 2023 and 2022, amounted to $ 199,085 and $ 248,585 , respectively.

Schedule of intangible assets

21 unchanged sentences

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

2021, respectively, and 3,080,000 shares and 2,980,000 shares were vested and issued per the Company’s 2019 Stock Incentive Plan

as of December 31, 2022 and 2021, respectively.

2022, respectively, and 3,530,000 shares 3,080,000 shares were vested and issued per the Company’s 2019 Stock Incentive Plan as

of December 31, 2023 and 2022, respectively.

In the event that the agreement is terminated

6 unchanged sentences

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

Pursuant to the terms

of the 2022 Plan, 3,100,000 shares and 0 shares of common stock were vested and issued as of December 31, 2023 and 2022, respectively.

Employment Agreement - CEO

3 unchanged sentences

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.

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

The Company has recorded $ 142,424

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 fair value

of the average share price of the shares of 30 trading days at the end of each quarter.

has recorded $ 199,053

and $ 142,424

in salaries payable to the CEO as of December 31, 2022 and December 31, 2021, respectively.

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

Employment Agreement – COO/Interim CFO

6 unchanged sentences

commencing the following month.

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

of the Company common stock under the 2022 Stock Incentive Plan, which will vest (i) 1,500,000 shares

on April 1, 2023, (ii) 2,500,000 shares

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

on April 1, 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 awarded the COO/Interim CFO an aggregate of 7,000,000

shares of the Company common stock under the 2022 Stock Incentive Plan, which will vest (i) 1,500,000

shares on April 1, 2023, (ii) 2,500,000

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

shares on April 1, 2025.

The shares are valued at the 90% of the fair value of

the average share price of the shares of 30 trading days at the end of each quarter.

The Company recorded $ 181,526

and $ 121,092

in salaries payable to the COO/Interim CFO as of December 31, 2022 and December 31, 2021, respectively.

Consulting Agreement – CTO

Effective March 31, 2021, the Company entered

into a Termination Agreement (the “ Termination Agreement ”) with the CTO, pursuant to which the CTO resigned and from

all positions within the Company and any of its subsidiaries.

In addition, the Termination Agreement provided for the payment of $ 11,144

in reimbursable expenses and $ 130,451 in accrued and unpaid consulting fees to the CTO within five business days of the effective date.

The Termination Agreement also provided for the issuance to the CTO 843,288 shares of the Company’s Common Stock for the past services

which were valued at $270,493, within five business days of the effective date.

The Company recorded $ 0 in salaries payable to the CTO

at December 31, 2022 and 2021, respectively.

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

NOTE 6 - CONVERTIBLE NOTES PAYABLE

4 unchanged sentences

December 31, 2022

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.

Interest is payable quarterly with the balance of principal and interest due on maturity on March 1, 2023.

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 December 31, 2023.

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.

Convertible note payable to an investor with interest at 5% per annum, convertible at any time into shares of common stock at $0.0008 per share.

Interest is payable annually with the balance of principal and interest due on maturity on March 1, 2024.

Convertible note payable to an investor with interest at 5% per annum, convertible

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

Interest is payable annually with the balance of principal and interest

due on maturity on March 1, 2024.

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

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

Interest is payable quarterly with the balance of principal and interest due on maturity on March 1, 2023.

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 December 31, 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

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

Convertible note payable to a related party with interest at 12% per annum, convertible at any time into shares of common stock at $0.0008 per share.

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

Convertible note payable to a related party with interest at 12% per annum,

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

Interest is payable quarterly with the balance of principal

and interest due on maturity on August 2, 2024.

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

Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.01 per share.

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

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

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

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

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

Convertible note payable to an investor with interest

at 10% per annum, convertible at any time into shares of common stock at $0.0009 per share.

Note was issued as payment for future

fees to be incurred under the related Equity Financing Agreement.

Principal and interest due on maturity on April 29, 2025.

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

Less deferred financing costs

Less Unamortized discount

Less current portion

Long term portion

January 18, 2018 Convertible Note and Warrants (“Note A”)

On January 28, 2021, the noteholder of Note A

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

the conversion price to $0.01 per share, and all prior Events of Default (as defined in the Note A) including penalties of $100,000 were

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

O n December 14, 2021, the Company entered into amendment to the Note A which limits the respective

holder to conversions resulting in beneficial ownership by the holder and its affiliates of no more than 4.99% of the outstanding shares

of common stock of the Company.

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

year ended December 31, 2021.

The Company recorded $ 300,000 as the beneficial conversion feature discount on note payable of $ 500,000

on January 28, 2021.

On March 14, 2022, the noteholder of Note A, effective March 1, 2022, agreed to extend the maturity date of the Senior

Secured Convertible Note to March 1, 2023 in exchange for the reduction of the conversion price to $0.008 per share and one-year extensions

as long as the Note A is not in default.

On February 4, 2021,

the noteholder A converted the principal balance of $ 50,000 of its convertible promissory note into 5,000,000 shares of common stock of

the Company (Note 9).

On April 15, 2021, the noteholder A converted the principal balance of $ 75,000 of its convertible promissory note

into 7,500,000 shares of common stock of the Company (Note 9).

On July 28, 2021, the noteholder A converted the principal balance of $ 80,000

of its convertible promissory note into 8,000,000 shares of common stock of the Company (Note 9).

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

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

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

The conversion shares totaled 45,608,457 and 42,603,642

shares of common stock, upon conversion of the total principal and accrued interest of $ 364,868 and $ 426,036 as of December 31, 2022 and

2021, respectively.

The Company amortized the beneficial conversion

feature discount to interest expense of $ 0 and $ 254,660 for the years ended December 31, 2022 and 2021, respectively.

The unamortized

discount totaled $ 0 and $ 45,340 at December 31, 2022 and 2021, respectively.

The Company adopted ASU 2020-06 in 2022 eliminating the use

of beneficial conversion feature, hence no beneficial conversion feature expense was recorded for 2022 extensions.

In addition, the Company

recorded interest expense of $ 28,832 and $ 45,212 for the years ended December 31, 2022 and 2021, respectively.

Accrued interest payable

on Note A was $ 159,868 and $ 131,036 as of December 31, 2022 and 2021, respectively.

18, 2018 Convertible Note and Warrants (“Note A”)

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

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

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

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

On 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 December 31, 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 A by the Company prior to the date hereof.

The Company recorded interest expense of $ 24,600

and $ 28,832 for the years ended December 31, 2023 and 2022, respectively.

Accrued interest payable on Note A was $ 184,468 and $ 159,868

as of December 31, 2023 and 2022, respectively.

The principal balance payable on Note A amounted

to $ 205,000 and $ 295,000 at December 31, 2022 and 2021, respectively.

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

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

1 unchanged sentence

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

(as defined in the Note B) including penalties were waived, and all other terms of the Note B remain the same (Note 9).

On April 6, 2022,

the Noteholder of Note B agreed to extend the maturity date of the Note B to March 1, 2024.

The unpaid principal balance of the Note B and

accrued interest is $ 55,000 and $ 10,842 at December 31, 2022 and $ 55,000 and $ 8,092 as of December 31, 2021, respectively.

recorded interest expense of $ 2,750 and $ 2,750 for the years ended December 31, 2022 and 2021, respectively.

This note and accrued interest

is due to a related party.

The conversion shares totaled 82,301,918 and 78,864,418 shares of common stock upon the conversion of the total

principal and accrued interest of $ 65,842 and $ 63,092 as of December 31, 2022 and 2021, respectively.

(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

for the years ended December 31, 2023 and 2022, respectively.

This note and accrued interest is due to a related party.

interest payable on Note B totaled $ 13,592

as of December 31, 2023 and 2022, respectively.

The Company recorded a loss on extinguishment of $ 149,766 due to the

change in the conversion price of this convertible note as of December 31, 2023.

The principal balance payable on Note B amounted

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

March 2019 Convertible Note and Warrants (“Note D”)

On January 28, 2021, the noteholder of Note D

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

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

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

O n December 14, 2021, the Company entered into amendment to the Note D which limits the respective

holder to conversions resulting in beneficial ownership by the holder and its affiliates of no more than 4.99% of the outstanding shares

of common stock of the Company.

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

year ended December 31, 2021.

The Company recorded $ 30,000 as the beneficial conversion feature discount on note payable of $ 50,000 on

January 28, 2021.

The Company amortized the beneficial conversion feature discount to interest expense of $ 0 and $ 25,466 for the years

ended December 31, 2022 and 2021, respectively.

The unamortized discount was $ 0 and $ 4,534 at December 31, 2022 and 2021, respectively.

In addition, the Company recorded interest expense of $ 6,000 and $ 6,115 for the years ended December 31, 2022 and 2021, respectively.

Accrued interest payable on Note D was $ 20,698 and $ 14,698 as of December 31, 2022 and 2021, respectively.

The principal balance payable

on Note D amounted to $ 50,000 and $ 50,000 on December 31, 2022 and 2021, respectively.

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

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

of the conversion price to $ 0.008 per share and one-year extensions as long as the Note D is not in default.

The Company adopted ASU 2020-06

in 2022 eliminating the use of beneficial conversion feature, hence no beneficial conversion feature expense was recorded for 2022 extensions.

The conversion shares of Note D totaled 8,837,192

shares and 6,469,754 shares of common stock upon the conversion of the total principal and accrued interest of $ 70,698 and $ 64,698 as

of December 31, 2022 and 2021, respectively.

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

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

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

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

On 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 at December 31, 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

for the years ended December 31, 2023 and 2022, respectively.

Accrued interest payable on Note D was $ 26,698

as of December 31, 2023 and 2022, respectively.

The Company recorded a loss on extinguishment of $ 36,528 due to the change in the

conversion price of this convertible note as of December 31, 2023.

The principal balance payable on Note D amounted to $ 50,000

at December 31, 2023 and 2022, respectively.

August 2019 Convertible Note and Warrants (“Note E”)

3 unchanged sentences

Note E remain the same.

The Company adopted ASU 2020-06 in 2022 eliminating the use of beneficial conversion feature, hence no beneficial

conversion feature expense was recorded for 2022 extensions.

The Company amortized the debt discount on Note E to interest expense of

$ 0 and $ 34,104 for the years ended December 31, 2022 and 2021, respectively.

The unamortized discount was $ 0 at December 31, 2022 and

2021, respectively.

The Company recorded interest expense of $ 15,000 and $ 15,000 on Note E for the years ended December 31, 2022 and 2021,

respectively.

Accrued interest payable on Note E was $ 48,690 and $ 33,690 as of December 31, 2021 and 2020, respectively.

The principal

balance payable on Note E amounted to $ 125,000 and $ 125,000 on December 31, 2022 and 2021, respectively.

This note is payable to a related

The conversion shares totaled 217,112,620 shares and 188,916,781 shares of common stock upon conversion of the total principal

and accrued interest of $ 173,690 and $ 158,690 as of December 31, 2022 and 2021, respectively.

The Company recorded interest expense of $ 15,000

and $ 15,000 on Note E for the years ended December 31, 2023 and 2022, respectively.

Accrued interest payable on Note E was $ 63,690 and

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

This note is payable to a related party.

The principal balance payable on Note

E amounted to $ 125,000 as of December 31, 2023 and 2022, respectively.

August 29, 2019 Convertible Note and Warrants (“Note F”)

On February 1, 2021, the noteholder of Note F

converted the principal balance of $ 66,833 of its convertible promissory note and $ 5,177 of accrued interest into 7,200,000 shares of

common stock of the Company (Note 9).

The Company recorded amortization of debt to interest expense of $ 3,637 and $ 1,925 for the years

ended December 31, 2022 and 2021, and unamortized debt balance of $ 0 and $ 3,637 at December 31, 2022 and 2021, respectively.

recorded interest expense of $ 3,317 and $ 3,903 for the years ended December 31, 2022 and 2021, respectively.

Accrued interest payable

on Note F was $ 5,029 and $ 1,712 as of December 31, 2022 and 2021, respectively.

The principal balance payable on Note F amounted to $ 33,167

on December 31, 2022 and 2021, respectively.

July 2020 Equity Financing Arrangement (“Note G”)

As of December 31, 2022 and 2021, the unpaid principal

balance of Note G was $ 75,000 , and the accrued interest was $ 17,240 and $ 9,740 , respectively.

On April 29, 2022, the noteholder of Note F

agreed to extend the maturity date of the Secured Convertible Promissory Note to April

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

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

the principal balance of its convertible promissory note of $ 25,814

of accrued interest into 17,837,838

shares of common stock of the Company valued at the fair value of $0.00185 per share.

Per the terms of Note F, the conversion rate

is 100% of the lowest traded price for the 15 days prior to the conversion date, with the lowest traded price of $0.00185 on March

On 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 at the lowest traded price of $0.0015 on April 21, 2023.

The Company recorded interest expense of $ 829

and $ 3,317 for the years ended December 31, 2023 and 2022, respectively.

The Company recorded amortization of debt to interest

expense of $ 3,637 and $ 1,925 for the years ended December 31, 2022 and 2021, leaving an unamortized debt balance of $ 0 and $ 3,637 at December

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

31, 2023 and 2022, respectively.

The conversion shares totaled 9,317,144 and 8,473,973 shares of common stock upon conversion of the total

principal and accrued interest of $ 92,240 and $ 84,740 as of December 31, 2022 and 2021, respectively.

The principal balance payable on Note F amounted to $ 0 and $ 33,167 as of December 31, 2023 and 2022,

respectively.

July 2020 Equity Financing Arrangement (“Note G”)

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

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

remain the same.

On October 1, 2023, the noteholder G

converted $ 18,000

of accrued interest into 20

million shares of common stock at the conversion price of $ 0.0009

Per the terms of Note G, the conversion rate is 100% of the lowest traded price for the 15 days prior to the conversion

date, with the lowest traded price of $0.0009 on September 27, 2023.

On November 14, 2023, the noteholder of Note G converted $ 3,137

of principal and $ 7,863

of accrued interest into 20

million shares of common stock as the lowest traded price of $ 0.00055

on November 6, 2023.

On December 14, 2023, the noteholder of note G converted $ 12,875

of principal and $ 1,125

of accrued interest into 20

million shares of common stock at the conversion price of $ 0.0007

per share, with the lowest traded price of $0.0007 on November 28, 2023.

The Company recorded interest expense of $ 11,148

and $ 7,500 on Note G for the years ended December 31, 2023 and 2022, respectively.

Accrued interest payable on Note G was $ 0 and $ 17,240

as of December 31, 2023 and 2022, respectively.

In addition, as of December 31, 2023, the Company recorded interest

expense of $ 75,700 as historical deferred financing costs relating to the noteholder G’s equity line commitment to the Company.

The principal balance payable of Note G amounted

to $ 58,988 and $ 75,000 at December 31, 2023 and 2022, respectively.

NOTE 7 - EARNINGS (LOSS) PER SHARE

21 unchanged sentences

inclusion would be anti-dilutive:

Schedule of antidilutive shares

Schedule of anti dilutive shares

As of December 31,

2 unchanged sentences

Total anti-dilutive common stock equivalents

NOTE 7 - PAYCHECK PROTECTION PROGRAM LOAN

The Company applied for and received funding from

the Payroll Protection Program (the “ PPP Loan ”) in the amount of $ 36,700 under the Coronavirus Aid, Relief and Economic

Security Act (the “ CARES Act ”).

The PPP Loan matures on April 23, 2022 and bears interest at a rate of 1.0 % per annum.

Monthly amortized principal and interest payments are deferred for six months after the date of disbursement (subject to further

deferral pursuant to the terms of the Paycheck Protection Flexibility Act of 2020).

The Promissory Note contains events of default and

other provisions customary for a loan of this type.

The Paycheck Protection Program provides that the use of PPP Loan amount shall be

limited to certain qualifying expenses and may be partially or wholly forgiven in accordance with the requirements set forth in the CARES

On August 31, 2021, the Company received a notification from the Small Business Administration approving the forgiveness of the PPP

Loan in the amount of $ 36,700 .

The Company recorded the PPP Loan of $ 36,700 as other income in its statements of operations for the year

ended December 31, 2021.

Supplemental Target Advance

On July 7, 2021 and July 8, 2021, a commercial

bank granted to the Company two payments of $5,000 each, under the authority and regulations of the U.

Small Business Administration

Supplemental Target Advance of the Coronavirus Aid, Relief, and Economic Security Act (The “CARES Act”).

Such advances amounted

to $10,000 and does not need to be repaid.

The Company recorded $ 10,000 as other income in its statements of operations for the year ended

December 31, 2021.

NOTE 8 - RELATED PARTIES

1 unchanged sentence

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

The Company leases its current office facility

on a month-to-month basis at a monthly rent of $250 starting January 1, 2020.

For the year ended December 31, 2022 and 2021, rent expense

earned by the stockholder amounted to $ 3,000 and $ 3,000 , respectively.

The Company has recorded $ 250 and $ 750 of rent payable to the stockholder

The Company leases its current

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

Rent expense totaled

$ 3,000 for each of the years ended December 31, 2023 and 2022, respectively.

The Company has recorded $ 250 as rent payable to the stockholder

in accounts payable as of December 31, 2023 and 2022, respectively.

The Company executed a convertible promissory

note payable with an officer and director (see Note B) and indebted in the principal amount of $ 55,000 and accrued interest payable of

$ 13,592 and $ 10,842 as of December 31, 2023 and 2022, respectively.

The Company executed three convertible promissory

notes payable with a director (see Note E) and indebted in the principal amount of $ 125,000 and accrued interest payable of $ 63,690 and

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

The Company awarded shares payable to officers

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Shares payable to officers and a director were $ 15,225 and $ 14,624 at December 31, 2023 and 2022, respectively.

The officers and a director converted shares payable valued at $ 1,062,986 into 3,543,288 shares of common stock for the year ended December

No convertible preferred stock was issued to related parties in 2023 and 2022, respectively.

NOTE 9 - STOCKHOLDERS' EQUITY

The Company has an authorized capital of 1,000,000,000

shares of $ 0.001 par value common stock

and 10,000,000 shares of $ 0.001

par value preferred stock at December 31, 2022.

The Company has an authorized capital

of 3,000,000,000 shares of $ 0.001

par value common stock and 10,000,000

shares of $ 0.001 par value preferred

The Company had 470,015,293

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

On January 4, 2021, pursuant to the authorization

and approval previously provided by the stockholders, the Company filed a Certificate of Amendment to its Articles of Incorporation with

the Secretary of State of Nevada to increase its authorized shares of common stock, $0.001 par value per share, from 190,000,000 shares

to 1,000,000,000 shares, which filing became effective on January 18, 2021.

The Company’s authorized

common stock was increased to 3,000,000,000 shares of $0.001 par value on May 28, 2024.

Holders of shares of common stock are entitled

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

On January 28, 2021, the noteholder of Note C

converted the principal balance of $ 40,000 of its convertible promissory note and $ 6,510 of accrued interest, into 4,650,978 shares of

common stock of the Company (Note 5).

On February 1, 2021, the noteholder of Note F

converted the principal balance of $ 66,833 of its convertible promissory note and $ 5,177 of accrued interest into 7,200,000 shares of

common stock of the Company (Note 5).

On February 4, 2021, the noteholder of Note A

converted the principal balance of $ 50,000 of its convertible promissory note into 5,000,000 shares of common stock of the Company (Note

On February 24, 2021, the Company entered into

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the five business days prior to the closing.

From February 26, 2021 to December 31, 2021, the investor purchased 35,500,000 shares of

common stock for a cash consideration of $ 532,500 , and from January 1, 2022 to December 31, 2022, the investor purchased 120,570,188 shares

of common stock for a cash consideration of $ 557,065 , respectively.

On April 1, 2021, the Company’s Chief Technology

Officer resigned from his employment with the Company.

In settlement of the Company’s total obligations with the officer upon separation,

the Company issued 843,288 shares of its common stock valued at $ 252,986 as award shares payable pursuant to the Stock Incentive Plan

for services performed (Note 8).

On April 15, 2021, the noteholder of Note A converted

the principal balance of $ 75,000 of its convertible promissory note into 7,500,000 shares of common stock of the Company (Note 5).

On May 20, 2021, the Company issued to a consultant

for services rendered, pursuant to a consulting agreement, 500,000 shares of common stock valued at the fair market price on the date

of issuance of $ 7,800 .

On May 20, 2021, the Company issued to a consultant

for services, pursuant to a consulting agreement, 50,000 shares of common stock valued at the fair market price on the date of issuance

On June 15, 2021, the Company issued 1,500,000

shares of common stock valued at $ 450,000 to Company’s Chief Executive Officer in satisfaction of accrued shares payable compensation

On July 28, 2021, the noteholder of Note A converted

the principal balance of $ 80,000 of its convertible promissory note into 8,000,000 shares of common stock (Note 5).

On November 23, 2021, the noteholders of Notes

F and G agreed to extend the maturity date of their Convertible Promissory Notes in exchange of receiving 1,250,000 shares of common stock

valued at the fair market price of $ 11,125 on the date of issuance (Note 6).

On December 21, 2021, the Company issued 1,800,000

shares of common stock to the noteholder of Note F as commitment fee for making equity financing available to the Company.

recorded the fair value of such common stock issued at the fair market price of $ 15,300 on the date of issuance of common stock.

On December 21, 2021, the Company issued 1,200,000

shares of common stock to its Chief Operating Officer valued at $ 360,000 , and issued 150,000 shares of common stock to a consultant valued

at $ 1,800 in satisfaction of accrued shares payable compensation (Note 8).

On February 23, 2022, the Company issued to

a consultant for services rendered, pursuant to a consulting agreement, 100,000

shares of common stock valued at the fair market price on the date of issuance of $ 900 .

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

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

price of $0.008 per share (Note 6)

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

stock for a cash consideration of $ 54,196 .

The Company issued to consultants 3,450,000 shares

of common stock valued at $ 4,665 for services rendered pursuant to consulting agreements for the year ended December 31, 2023.

stock issued to consultants was valued at the fair market value of the common stock on the date of issuance.

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

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

The shares issued were valued

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

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.

On October 17, 2023, the Company issued to

noteholder of Note G 20,000,000

shares of common stock in settlement of accrued interest due of $ 18,000

on the convertible promissory note.

The Company reclassified $2,000 from additional paid in capital due to below par-value issuance of shares.

On November 14, 2023, the noteholder of Note G

converted the principal balance of $ 3,132 and accrued interest of $ 7,862 totaling $ 11,000 into 20,000,000 shares of common stock.

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

The Company reclassified $9,000 from additional paid in capital due

to below par-value issuance of shares.

On December 14, 2023, the noteholder of Note G

converted the principal balance of $ 12,875 and accrued interest of $ 1,125 totaling $ 14,000 into 20,000,000 shares of common stock.

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

The Company reclassified $6,000 from additional paid in capital due

to below par-value issuance of shares.

The Company recorded a loss on extinguishment

on Note B and Note D of $ 186,294 as a result of changes in conversion prices of the convertible promissory notes.

The offset of the loss

was recorded to additional paid in capital as of December 31, 2023.

As a result of all common stock issuances, the

Company recorded 352,174,583 shares and 220,254,396 shares of common stock issued and outstanding at December 31, 2022 and December 31,

2021, respectively.

Company recorded 470,015,293 shares and 352,174,583 shares of common stock issued and outstanding at December 31, 2023 and 2022, respectively.

Stock Incentive Plans

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March 18, 2022, the Board of Directors approved and adopted the 2022 Stock Incentive Plan (the “2022 Plan”).

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

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 5), both 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.

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The common shares vested

pursuant to the 2022 Plan amounted to 0 shares

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

remain unvested as of that date.

the year ended December 31, 2022, under the 2022 Plan, the Company recorded stock compensation expense of $ 14,624

for 2,568,493

shares payable to an officer, an advisor and a director that remain unvested as of December 31, 2022.

shares earned are valued at the 90% of the average market price of the shares of 30 trading days at the end of each

pursuant to the 2022 Plan amounted to 3,100,000

shares at December 31, 2023 and the 11,200,000

shares remain unvested as of that date.

years ended December 31, 2023 and 2022, under the 2022 Plan, the Company recorded stock compensation expense of $ 4,441 and $ 14,624 for

3,000,000 shares and 2,568,493 shares payable to an officer, an advisor and a director.

The shares earned

are valued at the 90% of the average market price of the shares of 30 trading days at the end of each quarter.

Shares earned and issued related to the consulting

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non-vested shares at December 31, 2023 and 2022 and changes during the year then ended, is presented below:

Summary of non-vested shares

Schedule of summary of non-vested shares

2022 Stock Incentive Plan

Authorized Shares

Balance – December 31, 2020

Awarded and issued

( 3,547,788 )

Balance at December 31, 2021

Awarded and issued

Balance at December 31, 2022

Unvested common shares - December 31, 2022

2019 Stock Incentive Plan

Authorized Shares

Balance - December 31, 2020

Awarded and issued

( 3,100,000 )

Balance at December 31, 2021

Awarded and issued

Balance at December 31, 2022

Unvested common shares - December 31, 2022

2022 Stock Incentive Plan

Authorized Shares

Balance at December 31, 2021

Balance at December 31, 2022

Unvested common shares - December 31, 2022

Balance at December 31, 2023 – (Unvested)

Balance at December 31, 2023 – (Vested)

Total Options outstanding – December 31, 2023

Preferred Stock

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Voting Rights :

If at least one share of Series A Super Voting Preferred Stock is issued and outstanding,

then the total aggregate issued shares of Series A Super Voting Preferred Stock at any given time, regardless of their number, shall have

voting rights equal to 20 times the sum of:

i) the total number of shares of Common stock which are issued and outstanding at the time

of voting, plus ii) the total number of shares of all Series of Preferred stocks which are issued and outstanding at the time of voting.

Each individual share of Series A Super Voting Preferred

Stock shall have the voting rights equal to:

[twenty times the

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

stock issued and outstanding at the time of voting}]

[the number of

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

If at least one share of Series A Super Voting Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Super Voting Preferred Stock at any given time, regardless of their number, shall have voting rights equal to 20 times the sum of:

i) the total number of shares of Common stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of all Series of Preferred stocks which are issued and outstanding at the time of voting.

Each individual share of Series A Super Voting Preferred Stock shall have the voting rights equal to:

[twenty times the sum of:

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

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

With respect to all

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law or the Articles of Incorporation or Bylaws.

The total fair value of shares compensation recognized

during the years ended December 31, 2022 and 2021, was $0 and $351,457, respectively.

On October 1, 2022, the Company cancelled 51 shares

of Series A Preferred stock valued at $ 51,000 , and issued Series B Convertible Preferred Stock, valued at $ 51,000 for equity financing

to GHS Investments (See Series B Convertible Preferred Stock Equity Financing dated December 20, 2021).

The Company did not issue any Series A Supervoting

Convertible Preferred Stock during the years ended December 31, 2022 and 2021, respectively.

The Company reported 25,845 shares of Series

A Supervoting Convertible Preferred Stock issued and outstanding at December 31, 2022 and December 31, 2021, respectively.

The Company had 25,845 shares of Series A Preferred

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

Series B Convertible Preferred Stock Equity

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

· 115% of the stated value if the redemption takes

place within 90 days of issuance;

· 120% of the stated value if the redemption takes

place after 90 days and within 120 days of issuance

· 125% of the stated value if the redemption takes

place after 120 days and within 180 days of issuance;

· each share of Preferred Stock is redeemed one

year from the day of issuance

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

120% of the stated value if the redemption takes place after 90 days and within 120 days of issuance

125% of the stated value if the redemption takes place after 120 days and within 180 days of issuance;

each share of Preferred Stock is redeemed one year from the day of issuance

November 19, 2020

On November 19, 2020, pursuant to the terms of

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

On November 19, 2020, GHS purchased a total of

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

The Company paid $ 900 in selling commissions to complete

this financing.

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

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

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

liability, and $ 45,000 as amortization.

The Company recalculated the value of the derivative

liability associated with this convertible preferred stock recording a loss of $ 211 and a gain of $ 21,393 for the years ended December

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

The Company recorded $ 10,080 as preferred stock

dividend expense for each of the years ended December 31, 2023 and 2022, respectively.

The Company recorded $ 31,400 and $ 21,320 as preferred

stock dividend payable as of December 31, 2023 and 2022, respectively.

Derivative liability payable for this transaction totaled $ 72,667

and $ 72,456 at December 31, 2023 and 2022, and Series B Convertible Preferred Stock mezzanine liability was $ 84,000 at December 31, 2023

and 2022, respectively.

The Company valued the conversion feature using

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

conversion exercise prices ranging from $0.0006 to $0.0141, the

closing stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.0184, an expected dividend yield

of 0%, expected volatility ranging from 160.41% to 440.99%, risk-free interest rates ranging from 0.07% to 5.46%, and an expected term

ranging from 0.13 years to 1.50 years.

December 16, 2020

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$ 1,700 in selling commissions to complete this financing.

On December 16, 2020 (the date of receipt of cash

proceeds of $85,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 106,241 ,

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

liability, and $ 85,000 as amortization.

The Company recalculated the value of the derivative

liability associated with this convertible preferred stock and recorded a loss of $ 256 and a gain of $ 31,043 for the years ended December

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

The Company recorded

preferred stock dividend expense of $ 12,240 for each of the years ended December 31, 2023 and 2022, respectively.

The Company recorded

$ 37,223 and $ 24,983 as preferred stock dividend payable as of December 31, 2023 and 2022, respectively.

Derivative liability payable for

this transaction totaled $ 88,238 and $ 87,982 at December 31, 2023 and 20222, and Series B Convertible Preferred Stock mezzanine liability

was $ 102,000 at December 31, 2023 and 2022, respectively.

The Company valued the conversion feature using

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

conversion exercise prices ranging from $0.0006 to $0.0141, the

closing stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.0184, an expected dividend yield

of 0%, expected volatility ranging from 160.41% to 437.59%, risk-free interest rates ranging from 0.07% to 5.46%, and an expected term

ranging from 0.21 years to 1.50 years.

December 20, 2021

On December 20, 2021, pursuant to the terms of

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

The Company paid

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

For the year ended December 31, 2021, the Company inadvertently reported this

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The Company recalculated the value of the derivative

liability associated with this convertible preferred stock recording a loss of $ 52,789 for the year ended December 31, 2022 in connection

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

In addition, the Company recorded $ 9,200 in interest expense to record

the fair value of derivative liability.

The Company recorded $ 7,565 as preferred stock dividend expense for the year ended December 31,

2022, and $ 7,565 as preferred stock dividend payable as of December 31, 2022.

Derivative liability payable for this transaction totaled

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

liability associated with this convertible preferred stock recording a loss of $ 154 and $ 52,789 for the years ended December 31, 2023

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

In addition, the Company recorded

$ 9,200 in interest expense to record the fair value of derivative liability.

The Company recorded $ 7,344 and $ 7,565 as preferred stock

dividend expense for the years ended December 31, 2023 and 2022, and $ 14,909 and $ 7,565 as preferred stock dividend payable as of December

31, 2023 and 2022, respectively.

Derivative liability payable for this transaction totaled $ 52,943 and $ 52,789 at December 31, 2023 and

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

The Company valued the conversion feature using

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

On February 7, 2022 (the date of receipt of

cash proceeds of $51,000

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

as day one loss on the derivative, $ 10,200

as interest expense, and $ 10,200

as Series B Convertible Preferred Stock mezzanine liability, and $ 51,000

as amortization.

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

gain of $ 12,234

for the year ended December 31, 2022 in connection with the change in fair market value of the derivative liability.

the Company recorded $ 6,579

as preferred stock dividend expense for the year ended December 31, 2022, and preferred stock dividend payable to GHS on this

derivative totaled $ 6,579

as of December 31, 2022.

Derivative liability payable for this transaction totaled $ 52,789

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

at December 31, 2022.

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

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

$ 14,025 as day one loss on the derivative, $ 10,200 as interest expense, and $ 10,200 as Series B Convertible Preferred Stock mezzanine

liability, and $ 51,000 as amortization.

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

note and recorded a loss of $ 154 and a gain of $ 12,234 for the years ended December 31, 2023 and 2022, respectively, in connection with

the change in fair market value of the derivative liability.

In addition, the Company recorded $ 7,344 and $ 6,579 as preferred stock dividend

expense for the years ended December 31, 2023 and 2022, and preferred stock dividend payable to GHS on this derivative totaled $ 13,923

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

Derivative liability payable for this transaction totaled $ 52,943 and $ 52,789

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

The Company valued the conversion feature using

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in selling commissions to complete this financing.

On March 24, 2022 (the date of receipt of

cash proceeds of $136,000

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

as day one loss on the derivative, $ 27,200

as interest expense, and $ 27,200

as Series B Convertible Preferred Stock mezzanine liability, and $ 136,000

as amortization.

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

gain of $ 187,650

for the year ended December 31, 2022, in connection with the change in fair market value of the derivative liability.

the Company recorded preferred stock dividend expense of $ 15,131

for the year ended December 31, 2022.

Preferred stock dividend payable to GHS for this derivative totaled $ 15,131 at

December 31, 2022.

Derivative liability payable for this transaction totaled $ 140,772

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

at December 31, 2022.

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

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

$ 192,422 as day one loss on the derivative, $ 27,200 as interest expense, and $ 27,200 as Series B Convertible Preferred Stock mezzanine

liability, and $ 136,000 as amortization.

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

note and recorded a loss of $ 410 and a gain of $ 187,650 for the years ended December 31, 2023 and 2022, in connection with the change

in fair market value of the derivative liability.

In addition, the Company recorded preferred stock dividend expense of $ 19,584 and $ 15,131

for the years ended December 31, 2023 and 2022.

Preferred stock dividend payable to GHS for this derivative totaled $ 34,715 and $ 15,131

at December 31, 2023 and 2022.

Derivative liability payable for this transaction totaled $ 141,182 and $ 140,772 at December 31, 2023 and

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

The Company valued the conversion feature using

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

On November 17, 2022 (the date of receipt of

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

of $ 54,072 , $ 6,928 as day one gain on the derivative, $ 12,200 as interest expense, and $ 12,200 as Series B Convertible

Preferred Stock mezzanine liability, and $ 61,000 as amortization.

The Company recalculated the value of the derivative liability

associated with the convertible note and recorded a loss of $ 9,069 for the year ended December 31, 2022, in connection with the

change in fair market value of the derivative liability.

In addition, the Company recorded preferred stock dividend expense of

$ 1,059 for the year ended December 31, 2022.

Preferred stock dividend payable to GHS for this derivative totaled $ 1,059 at

December 31, 2022.

Derivative liability payable for this transaction totaled $ 63,140 at December 31, 2022 and Series B Convertible

Preferred Stock mezzanine liability was $ 73,200 at December 31, 2022.

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

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

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

and $ 61,000 as amortization.

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

a loss of $ 184 and $ 9,069 for the years ended December 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 $ 8,784 and $ 1,059 for the years ended

December 31, 2023 and 2022.

Preferred stock dividend payable to GHS for this derivative totaled $ 9,843 and $ 1,059 at December 31, 2023

Derivative liability payable for this transaction totaled $ 63,324 and $ 63,140 at December 31, 2023 and 2022, and Series B Convertible

Preferred Stock mezzanine liability was $ 73,200 at December 31, 2023 and 2022, respectively.

The Company valued the conversion feature using

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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 December 31, 2023 and recorded a loss of $ 2,732 for the year ended December 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 $ 3,155 for the year ended December 31, 2023.

Preferred stock dividend payable to GHS for this derivative totaled $ 3,155 at

December 31, 2023.

Derivative liability payable for this transaction totaled $ 64,411 at December 31, 2023 and Series B Convertible Preferred

Stock mezzanine liability was $ 74,400 at December 31, 2023.

The Company valued the conversion feature using

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

conversion exercise prices ranging from $0.0006 to $0.0014, the

closing stock price of the Company’s common stock on the date of valuation ranging from $0.00065 to $0.0015, an expected dividend

yield of 0%, expected volatility ranging from 189.98% to 201.38%, risk-free interest rates ranging from 4.79% to 5.46%, and an expected

term of 1.5 years.

The following table represents the change in the

fair value of the derivative liabilities for the years ended December 31, 2023 and 2022, respectively.

Balance at December 31, 2021

Change in the fair value of derivative liability

Balance at December 31, 2022

Change in the fair value of derivative liability

Balance at December 31, 2023

As a result of issuance of derivative instruments,

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warrants as of December 31, 2023 and 2022 and changes during the years then ended, is presented below:

Summary of warrant activity

Schedule of summary of warrant activity

Exercise Price

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At December 31, 2023 and 2022, the Company had

accumulated net operating losses of approximately $ 9,307,000

and $ 8,242,000 , respectively, for U.S.

and Massachusetts income tax purposes available to offset future taxable incomes.

The net operating losses generated in tax years prior

to December 31, 2017, can carry forward for twenty years, whereas the net operating losses generated after December 31, 2017 can carry

forward indefinitely.

Management determined that it was unlikely that the Company’s deferred tax assets would be realized and have

provided for a full valuation allowance associated with the net deferred tax assets.

accumulated net operating losses of approximately $ 10,444,000 and $ 9,307,000 , respectively, for U.S.

federal and Massachusetts income tax

purposes available to offset future taxable incomes.

The net operating losses generated in tax years prior to December 31, 2017, can carry

forward for twenty years, whereas the net operating losses generated after December 31, 2017 can carry forward indefinitely.

determined that it was unlikely that the Company’s deferred tax assets would be realized and have provided for a full valuation

allowance associated with the net deferred tax assets.

In the ordinary course of business, the Company’s

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

On January 16, 2023, the Company issued 10,650,921

shares of common stock to GHS Investments, LLC for a cash consideration of $16,557.

The Company paid a sales commission of $331.

On February 6, 2023, the Company issued 16,854,990

shares of common stock to GHS Investments, LLC for a cash consideration of $27,581.

The Company paid a sales commission of $552.

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

shares of common stock under 2019 Plan to an employee for past services.

The shares were valued at the fair value of common stock on the

date of issuance.

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

shares of common stock under 2019 Plan to an advisor of the Company.

The shares were valued at their fair value on the date of issuance.

On February 22, 2023, the Company issued 4,097,453

shares of common stock to GHS Investments, LLC for a cash consideration of $10,057.

The Company paid a sales commission of $201.

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

shares of common stock under 2019 Plan to an advisor of the Company.

The shares were valued at their fair value on the date of issuance.

On January 4, 2024, the noteholder of Convertible

Promissory Note G elected to convert $9,381 of the principal amount of the note and accrued and unpaid interest of $619 into 20,000,000

shares of common stock at the conversion price the lowest traded price of $0.0005 per share.

On January 25, 2024, the noteholder of Convertible

Promissory Note G elected to convert $9,480 of the principal amount of the note and accrued and unpaid interest of $520 into 20,000,000

shares of common stock at the conversion price of the lowest traded price of $0.0005 per share.

On February 5, 2024, the Company and the noteholder

of Convertible Promissory Note B entered into a Debt Exchange Agreement to convert $55,000 principal balance of Note B and $14,600 of

accrued and unpaid interest as of the maturity date of Note B on March 1, 2024.

In exchange for the cancellation of all indebtedness of

the Company owed to the noteholder B as evidenced by the Convertible Note, and for no additional consideration, the Company agreed to

issue to the noteholder B, 57 shares of the Company’s Series C convertible preferred stock at the stated value of $1,200 per share.

On February 19, 2024, the noteholder of Convertible

Promissory Note G elected to convert $11,499 of the principal amount of the note and accrued and unpaid interest of $501 into 20,000,000

shares of common stock at the conversion price the lowest traded price of $0.0006 per share.

On March 12, 2024, the noteholder of Convertible

Promissory Note F elected to convert $27,814 of the principal amount of the note and accrued and unpaid interest of $7,186 into 17,837,838

shares of common stock at the conversion price of $0.00185 per share.

1, 2023, pursuant to their respective employment agreements, 1,500,000 shares of common stock previously awarded to each of the Company’s

CEO and COO vested.

date of this filing, the Company is in default with the terms of the Notes A and D, which matured for payment on March 1, 2023.

is negotiating with the noteholders to extend the maturity date to cure the default.

Promissory Note G elected to convert $14,686 of the principal amount of the note and accrued and unpaid interest of $314 into 25,000,000

shares of common stock at the conversion price the lowest traded price of $0.0006 per share.

On April 15, 2024, pursuant to the terms of the

SPA, GHS purchased 20 shares of Series B Convertible Preferred Stock for gross proceeds of $20,000.

The Company paid $400 in selling commissions

to complete this financing and $2,000 in purchaser’s legal fees.

On May 28, 2024, the Company filed an amendment

to its Articles of Incorporation increasing its authorized common shares to 3,000,000,000.

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

What changed 10-K

Item 9A. Controls and Procedures