What changed in this filing

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Item 1. Financial Statements

2024-07-12 compared with 2023-11-13 · 505 added, 491 removed, 515 unchanged (66% of the section changed)

Financial Statements

IIOT-OXYS, Inc.

and Subsidiaries

Condensed Consolidated Balance Sheets

Consolidated Balance Sheets

March 31, 2024

December 31, 2023

4 unchanged sentences

Total Current Assets

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

Intangible assets, net

4 unchanged sentences

Deferred revenue

Unearned interest

Notes payable – current

7 unchanged sentences

Commitments and Contingencies (Note 4)

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

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

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

Series B Convertible Preferred Stock, 600

shares designated, $ 0.001

Par Value, $ 1,200

stated value;

shares and 454

shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively.

Liquidation preference $ 619,200

at March 31, 2024 and at December 31, 2023, respectively

Series C Convertible Preferred

Stock, 5,000 shares designated, $ 0.001 Par Value, $ 1,200 stated value;

57 shares and 0 shares issued and outstanding at March 31, 2024

and December 31, 2023, respectively.

Liquidation preference $ 68,400 and $ 0 at March 31, 2024 and at December 31, 2023, respectively

Stockholders' Equity (Deficit)

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

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

Series A Preferred Stock, 25,845 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively

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

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

555,015,293 shares and 470,015,293 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively

Additional paid in capital

7 unchanged sentences

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

IIOT-OXYS, Inc.

and Subsidiaries

Condensed Consolidated Statements of Operations

For The Three Months Ended

September 30,

For The Nine Months Ended

September 30,

Consolidated Statements of Operations

For The Three Months Ended March 31,

Cost of Sales

4 unchanged sentences

Other Income (Expense)

Gain (Loss) on change in FMV of derivative liability

Gain (Loss) on derivative

(Loss) on change in FMV of derivative liability

Gain on derivative

Interest income

9 unchanged sentences

$ ( 178,170 )

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 unaudited condensed consolidated financial statements.

IIOT-OXYS, Inc.

and Subsidiaries

Condensed Consolidated Statements of Stockholders' Equity (Deficit)

For the three months ended September 30, 2023

Preferred Stock

Additional Paid-In

Total Stockholders’ Equity

Balance - June 30, 2023

$ ( 9,768,364 )

$ ( 2,179,925 )

Sales commissions paid on Sale of Series B Preferred stock

Balance - September 30, 2023

$ ( 9,831,038 )

$ ( 2,243,839 )

For the nine months ended September 30, 2023

Consolidated Statements of Stockholders' Equity (Deficit)

For the three months ended March 31, 2024

Preferred Stock

Additional Paid-In

Total Stockholders’ Equity

Stockholders’ Equity

Balance - December 31, 2023

1 unchanged sentence

$ ( 2,623,264 )

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 payable

Balance - September 30, 2023

$ ( 9,831,038 )

$ ( 2,243,839 )

For the three months ended September 30, 2022

Preferred Stock

Additional Paid-In

Total Stockholders’ Equity

Balance - June 30, 2022

$ ( 8,956,269 )

$ ( 1,571,617 )

Common Stock Issued for Financing Commitments

Sales commissions paid on capital raise

Balance - June 30, 2022

Common stock issued for conversion of convertible note payables

Balance - March 31, 2024

$ ( 10,664,215 )

$ ( 2,796,882 )

For the nine months ended September 30, 2022

For the three months ended March 31, 2023

Preferred Stock

Additional Paid-In

Total Stockholders’ Equity

Stockholders’ Equity

Balance - December 31, 2022

4 unchanged sentences

Common stock issued for services

Common stock issued for conversion of convertible note payables

Beneficial Conversion Feature Associated with Discounts

Balance - June 30, 2022

Common stock issued for conversion of convertible note payable

Balance - March 31, 2023

$ ( 9,485,307 )

1 unchanged sentence

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

IIOT-OXYS, Inc.

and Subsidiaries

Consolidated Statements of Cash Flows

For the Nine Months Ended September 30,

Statements of Cash Flows

For the Three Months Ended March 31,

Cash Flows From Operating Activities

1 unchanged sentence

$ ( 178,170 )

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

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

Stock compensation expense for services

Discount on note receivable

Amortization of debt discount on notes payable and preferred stock

Amortization of intangible assets

Changes in Operating Assets and Liabilities

(Increase) Decrease in:

Accounts receivable

Prepaid expenses and other current assets

Increase (Decrease) in:

Accounts payable

Accrued liabilities

Derivative liability

Unearned interest

Shares payable to related parties

Salaries payable to related parties

Net Cash Used by Operating Activities

Decrease in accounts receivable

Increase in accounts payable

Increase in accrued liabilities

Increase in derivative liability

(Decrease) in unearned interest

Increase in shares payable to related parties

Increase in salaries payable to related parties

Net Cash Provided by (Used in) Operating Activities

Cash Flows from Investing Activities

Cash paid for note receivable

Net Cash Used in Investing Activities

Cash Flows From Financing Activities

Cash received from sale of common stock

Cash received from sale of common stock, net

Cash payments of offering costs

Proceeds from sale of Series B Preferred Stock

Net Cash Provided By Financing Activities

Net (Decrease) in Cash and Cash Equivalents

Net Increase (Decrease) in Cash and Cash Equivalents

Cash and Cash Equivalents - Beginning of Period

5 unchanged sentences

Conversion of convertible notes payable and derivative liabilities

Effect of adopting ASU-2020-06

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

2 unchanged sentences

Notes to Condensed Consolidated Financial Statements

September 30, 2023 and 2022

March 31, 2024 and 2023

NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION

9 unchanged sentences

from a wide variety of industrial systems and machines.

Impact of COVID-19

The global COVID-19 pandemic continues to present

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

The Company has closely monitored recent developments,

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

variants), and supply chain and labor shortages.

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

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

as any legal or regulatory consequences resulting therefrom.

The Company has been following the recommendations of health authorities

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

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

does business.

Basis of Presentation

10 unchanged sentences

As shown in the accompanying financial statements,

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

of $ 129,417 , and has an accumulated deficit of $ 9,831,038 as of September 30, 2023.

These factors, among others, raise a substantial doubt

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

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

to cease operations.

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

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

as a going concern.

the Company has suffered continuing operating losses, has a working capital deficit of $ 2,281,084 , net loss incurred for the three months

ended March 31, 2024 of $ 220,618 , and has an accumulated deficit of $ 10,664,215 as of March 31, 2024.

These factors, among others, raise

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

If the Company is unable to obtain adequate capital,

it could be forced to cease operations.

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

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

be unable to continue as a going concern.

Management believes that the Company will be able

11 unchanged sentences

Interim Financial Statements

The accompanying unaudited interim condensed consolidated

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

with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) with respect to Form 10-Q and

Article 8 of Regulation S-X.

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

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

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

The accompanying unaudited interim condensed

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

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

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

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

for complete financial statements.

The unaudited interim condensed consolidated financial statements furnished reflect all adjustments

(consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for

the interim periods presented.

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

These unaudited interim condensed consolidated

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

2022 filed with the SEC on April 13, 2023.

These unaudited interim

condensed consolidated financial statements should be read in conjunction with the audited financial statements of the Company for the

year ended December 31, 2023, filed with the SEC on July 2, 2024.

Principles of Consolidation

The consolidated condensed financial statements

for September 30, 2023 and 2022, respectively, include the accounts of Company, and its wholly-owned subsidiaries OXYS Corporation and

HereLab, Inc.

for March 31, 2024 and 2023, respectively, include the accounts of Company, and its wholly-owned subsidiaries OXYS Corporation and HereLab,

All significant intercompany balances and transactions have been eliminated.

25 unchanged sentences

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 recognizes 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

10 unchanged sentences

The Company has elected to treat shipping and

handling activities as cost of sales.

handling activities as the cost of sales.

Additionally, the Company has elected to record revenue net of sales and other similar taxes.

Recent Accounting Pronouncements

Accounting standards that have been issued or

proposed by FASB and do not require adoption until a future date, are not expected to have a material impact on the consolidated financial

statements upon adoption.

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

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

NOTE 3 - NOTE RECEIVABLE

On April 4, 2022, the Company was 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 $ 8,205 and $ 19,983 for the three months and nine months ended September 30, 2023, and $ 5,986 and $ 11,647 for the three months

and nine months ended September 30, 2022.

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

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

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

NOTE 3 – INTANGIBLE ASSETS

2 unchanged sentences

Intangible assets, net of amortization

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

amounted to $ 186,744 and $ 199,085 at March 31, 2024 and December 31, 2023, respectively.

Schedule of intangible assets

September 30,

Intangible Assets

2 unchanged sentences

The Company determined that none of its intangible

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

Amortizable intangible assets are amortized using the

straight-line method over their estimated useful lives of ten years.

Amortization expense of finite-lived intangibles was $ 12,477 and

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

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

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

assets were impaired as of March 31, 2024 and December 31, 2023, respectively.

Amortizable intangible assets are amortized using the straight-line

method over their estimated useful lives of ten years.

The amortization expense of finite-lived intangibles was $ 12,341 and $ 12,205 for

the three months ended March 31, 2024 and 2023, respectively.

The following table summarizes the Company’s

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

Schedule of future amortization

estimated future amortization expense of intangible assets with finite lives as of March 31, 2024:

Schedule of estimated future amortization expense of intangible assets

Amortization Expense

7 unchanged sentences

According to the terms

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

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

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

of the agreements, 3,547,788 shares were vested and issued per the Company’s 2017 Stock Incentive Plan as of March 31, 2024 and

December 31, 2023, and 3,530,000 shares were vested and issued per the Company’s 2019 Stock Incentive Plan as of March 31, 2024

and December 31, 2023, 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.

Employment Agreement – CEO/Interim CTO

June 2, 2022, the Board approved an Employment Agreement with the CEO/Interim CTO dated effective April 1, 2022 whereby, the CEO

will receive an annual salary of $100,000 which accrues unless converted into shares of common stock of the Company at a stipulated

conversion rate.

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

$150,000 commencing the following month.

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

salary will increase to $200,000 commencing the following month.

The Company awarded the CEO an aggregate of 7,000,000

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

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

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

shares on April 1, 2025.

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

each quarter.

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

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

shares of common stock remain unvested.

The Company has recorded $ 179,151

and $ 142,424

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

Pursuant to the terms

of the 2022 Plan, 3,100,000 shares of common stock were vested and issued as of March 31, 2024 and December 31, 2023, respectively.

Employment Agreement – CEO

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

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

If the Company

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

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

following month.

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

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

on April 1, 2025.

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

The Company has recorded $ 208,122 and $ 199,053 in salaries payable to the CEO as of March 31, 2024 and December 31, 2023, respectively.

Employment Agreement – COO/Interim CFO

6 unchanged sentences

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

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

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

on April 1, 2025.

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

30 trading days at the end of each quarter.

As of September 30, 2023, 1,500,000 shares of the common stock were vested and payable to

the officer, and 5,500,000 shares of common stock remain unvested The Company recorded $ 159,821 and $ 121,092 in salaries payable

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

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

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

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

at the end of each quarter.

The Company recorded $ 199,827 and $ 181,526 in salaries payable to the COO/Interim CFO as of March 31,

2024 and December 31, 2023, respectively.

NOTE 5 – CONVERTIBLE NOTES PAYABLE

The following table summarizes the outstanding

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

Schedule of convertible notes payable

September 30,

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

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

The balance of principal and accrued

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

Default is existing.

balance of convertible notes payable, interest and conversion rates as of March 31, 2024 and December 31, 2023, respectively.

Schedule of outstanding

balance of convertible notes payable

March 31, 2024 (Unaudited)

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.

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

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

2 unchanged sentences

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

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

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

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

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

The note is secured by substantially all the assets

of the Company.

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

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.

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

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

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

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

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

Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.0014 per share.

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

Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.0009 per share.

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

note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.0009 per

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.

deferred financing costs

Less unamortized discount

Principal and

interest due on maturity on April 29, 2025.

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

Less current portion

1 unchanged sentence

January 18, 2018 Convertible Note and Warrants (“Note

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

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

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

future payment of interest were waived through maturity.

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

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

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

· Upon request of the noteholder of Note A, the

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

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

for the previous ten trading days.

· The Company shall use its best efforts to file

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

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

from its filing.

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

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

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

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

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

(10) Trading Days.

· The Company shall use its best efforts to file

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

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

from its filing.

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

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

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 March 31, 2024 at the lowest VWAP of $0.001 per share during the look back period, provided:

Upon request of the noteholder of Note A, the Company shall issue twenty thousand dollars ($20,000) worth of common shares (the “1 st Incentive Shares) and the price per 1 st Incentive Share shall be the Volume-Weighted Average Price (VWAP) per common share of the Company (subject to adjustments) for the previous ten trading days.

The Company shall use its best efforts to file a registration statement registering the resales of the 1 st Incentive Shares within 45 calendar days from the date hereof.

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

The Company shall use its best efforts to have a registration statement registering the resales of the 1st Incentive Shares remain effective until such time that the noteholder of Note A no longer holds any such 1st Incentive Shares.

Upon full conversion of the Note A and Note D, the Company shall issue to the holder of Note A fifty thousand dollars ($50,000) worth of common shares (the “2nd Incentive Shares”) and the price per 2nd Incentive Share shall be the VWAP per common share of the Company (subject to adjustments) for the previous ten (10) Trading Days.

The Company shall use its best efforts to file a registration statement registering the resales of the 2nd Incentive Shares within forty-five (45) calendar days from the date of issuance.

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

The Company shall use its best efforts to have a registration statement registering the resales of the 2nd Incentive Shares remain effective until such time that the noteholder of Note A no longer holds any such 2nd Incentive Shares.

All other terms and conditions of the convertible

promissory note remain the same.

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

noteholder, by the Company prior to the date hereof.

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

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

The noteholder of Note A waives all events of default pertaining to 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 $ 6,133

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

ended September 30, 2022, respectively.

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

31, 2022, respectively.

The principal balance payable on Note A amounted

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

and $ 6,201 for the three months ended March 31, 2024 and 2023, respectively.

Accrued interest payable on Note A was $ 190,601 and $ 184,468

as of March 31, 2024 and December 31, 2023, respectively.

The principal balance payable on Note A amounted to $ 205,000 at March 31, 2024

and December 31, 2023, respectively.

January 2019 Convertible Note and Warrants (“Note

Effective March 1, 2021, the noteholder of Note

B agreed to extend the maturity date of March 1, 2021 of the Secured Convertible Promissory Note to March 1, 2024, and all prior Events

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

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.

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 $ 13,825 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

(See Note 8).

The Series C Convertible Preferred Stock is classified

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

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

Based on the requirements of ASC 815, Derivatives

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

derivative liability.

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

conversion event and reporting period.

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

The Company recorded interest expense of $ 233

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

months ended September 30, 2022, respectively.

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

December 31, 2022, respectively.

The principal balance payable on Note B amounted

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

and $ 693 for the three months ended March 31, 2024 and 2023, respectively.

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

interest payable on Note B totaled $ 13,825 and $ 13,592 as of March 31, 2024 and December 31, 2023, respectively.

The principal balance

payable on Note B amounted to $ 0 and $ 55,000 at March 31, 2024 and December 31, 2023, respectively.

March 2019 Convertible Note and Warrants

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

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

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

future payment of interest were waived through maturity.

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

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

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

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 March 31, 2024 at the lowest VWAP of $0.001 per share during the look back period (see Note A above”).

The Company recorded interest expense of $ 1,496

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

months ended September 30, 2022, respectively.

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

and $ 1,512 for the three months ended March 31, 2024 and 2023, respectively.

Accrued interest payable on Note D totaled $ 28,193 and $ 26,697

at March 31, 2024 and December 31, 2023, respectively.

The principal balance payable on Note D amounted to $ 50,000 at March 31, 2024 and

December 31, 2023, respectively.

The principal balance payable on Note D amounted

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

August 2019 Convertible Note and Warrants (“Note

On August 2, 2021, the noteholder of Note E agreed

to extend the maturity date of the Secured Convertible Promissory Note to August 2, 2024.

All other terms and conditions of the Note E

remain the same.

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

All other terms and conditions of the

Note E remain the same.

The Company recorded interest expense of $ 3,740

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

months ended September 30, 2022, respectively.

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

December 31, 2022, respectively.

The principal balance payable on Note E amounted

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

July 2020 Equity Financing Arrangement

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

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

All other terms and conditions of the Note F

remain the same.

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

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

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

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

The Company recorded interest expense of $ 71 and

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

ended September 30, 2022, respectively.

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

2022, respectively.

The principal balance payable on Note F amounted

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

and $ 3,781 on Note E for the three months ended March 31, 2024 and 2023, respectively.

Accrued interest payable on Note E was $ 67,430

and $ 63,690 at March 31, 2024 and December 31, 2023, respectively.

This note is payable to a related party.

The principal balance payable

on Note E amounted to $ 125,000 as of March 31, 2024 and December 31, 2023, respectively.

July 2020 Equity Financing Arrangement

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remain the same.

During the three months ended March 31, 2024,

the noteholder of Note G converted principal amount of $ 45,045 and accrued interest of $ 1,955 in exchange of 85,000,000 shares of common

stock of the Company.

The Company recorded interest expense of $ 2,027

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

months ended September 30, 2022, respectively.

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

December 31, 2022, respectively.

The principal balance payable of Note G amounted

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

and $ 1,890 on Note G for the three months ended March 31, 2024 and 2023, respectively.

Accrued interest payable on Note G was $ 73 and

$ 0 as of March 31, 2024 and December 31, 2023, respectively.

The principal balance payable of Note G amounted to $ 13,942 and $ 58,988 at

March 31, 2024 and December 31, 2023, respectively.

NOTE 6 – EARNINGS (LOSS) PER SHARE

The following table sets forth the computation

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

Schedule of earnings per share

Three Months Ended September 30,

Nine Months Ended September 30,

of basic and diluted net loss per share of common stock for the three months ended March 31, 2024 and 2023:

Schedule of computation

of basic and diluted net loss per share of common stock

Three Months Ended March 31,

Net loss attributable to common stockholders (basic)

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The following outstanding common stock equivalents

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

their inclusion would be anti-dilutive:

have been excluded from diluted net loss per common share for the three months ended March 31, 2024 and 2023, respectively, because their

inclusion would be anti-dilutive:

Schedule of anti-dilutive shares

As of September 30,

As of March 31,

Warrants to purchase common stock

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

Potentially issuable vested shares to directors and officers

Potentially issuable unvested shares to directors and officers

Total anti-dilutive common stock equivalents

NOTE 7 – RELATED PARTIES

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

At March 31, 2024 and December 31, 2023, respectively,

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

The Company executed an operating lease to rent

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

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

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

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.

expense totaled $ 750 for the three months ended March 31, 2024 and 2023, respectively.

The Company has recorded $ 1,000 and $ 250 as rent

payable to the stockholder in accounts payable as of March 31, 2024 and December 31, 2023, 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 (See Note 5) as of December 31,

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 $ 13,825 of accrued and unpaid interest as of the maturity date of Note B on March 1, 2024 .

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 (See Note 8).

The Company executed three convertible promissory

notes payable with a director (see Note E) for the principal amount of $ 125,000 and accrued interest payable of $ 67,430 and $ 63,690 as

of March 31, 2024 and December 31, 2023, respectively.

NOTE 8 – STOCKHOLDERS' EQUITY

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

value common stock, and 10,000,000 shares

of $ 0.001 par

value preferred stock at September 30, 2023.

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

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

and 25,845 shares

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

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

shares, $ 0.001

par value common stock, and 10,000,000

shares of $ 0.001

par value preferred stock at March 31, 2024.

The Company has 555,015,293

shares and 470,015,293

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

shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively.

Holders of shares of common stock are entitled

22 unchanged sentences

the five business days prior to the closing.

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

stock for a cash consideration of $ 54,196 .

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

shares of its common stock to a consultant for services.

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

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

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

shares of its common stock to a consultant for services.

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

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

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

shares of its common stock to a consultant for services.

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

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

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

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

The shares issued were valued

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

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.

From January 1, 2024 to March 31, 2024, the noteholder

of Note F converted the principal balance of $ 45,045 and accrued interest of $ 1,955 into 85,000,000 shares of common stock.

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

Stock Incentive Plans

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The common shares vested pursuant to the 2022 Plan amounted to 3,000,000

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

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

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

Total shares payable to

an officer, consultant and a director totaled 4,512,329 shares and 2,568,493 shares at September 30, 2023 and December 31, 2022, respectively.

shares at March 31, 2024 and December 31, 2023, and the 11,300,000 shares remain unvested as of March 31, 2024.

For the three months ended

March 31, 2024 and 2023, the Company recorded $ 519 and $ 1,735 as stock compensation expense for 747,945 shares and 739,726 shares payable

to an officer and a director that remain unvested as of March 31, 2024.

Total shares payable to an officer, consultant and a director

totaled 3,016,438 shares and 2,368,493 shares on March 31, 2024 and December 31, 2023, respectively.

Shares earned and issued related to the consulting

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

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

Vesting of the shares is subject

2 unchanged sentences

A summary of the status of the Company’s

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

Schedule of summary of non-vested shares

Non-vested Shares of Common Stock

Weighted Average

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

non-vested shares at March 31, 2024 and 2023 and changes during the three months ended, is presented below:

Schedule of non-vested shares

2022 Stock Incentive Plan

Balance at December 31, 2022

( 3,000,000 )

Balance at September 30, 2023

Balance at March 31, 2023

Balance at December 31, 2023

Balance at March 31, 2024 – (Unvested)

Balance at March 31, 2024 – (Vested)

Total Options outstanding – March 31, 2024

Preferred Stock

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Any future terms with respect to dividends shall be determined

by the Board consistent with the Corporation’s Articles of Incorporation.

by the Board consistent with the Company’s Articles of Incorporation.

Liquidation and Redemption Rights:

4 unchanged sentences

Liquidation Event means (i) the liquidation, dissolution

or winding-up, whether voluntary or involuntary, of the corporation, (ii) the purchase or redemption by the corporation of the shares

of any class of stock or the merger or consolidation of the corporation with or into any other corporation or corporations, or (iii) the

sale, license or lease of all or substantially all, or any material part of, the Corporation’s assets.

or winding-up, whether voluntary or involuntary, of the Company, (ii) the purchase or redemption by the Company of the shares of any class

of stock or the merger or consolidation of the Company with or into any other corporation or corporations, or (iii) the sale, license

or lease of all or substantially all, or any material part of, the Company’s assets.

Each holder of Series

A Supervoting Preferred Stock may voluntarily convert its shares into shares of common stock of the Corporation at a rate of 1:100 (as

may be adjusted for any combinations or splits with respect to such shares).

A Supervoting Preferred Stock may voluntarily convert its shares into shares of common stock of the Company at a rate of 1:100 (as may

be adjusted for any combinations or splits with respect to such shares).

All shares of the Series A Supervoting

Preferred Stock shall rank senior to the Corporation’s (A) common stock, par value $0.001 per share, and any other class or series

of capital stock of the Corporation hereafter created.

Preferred Stock shall rank senior to the Company’s (A) common stock, par value $0.001 per share, and any other class or series of

capital stock of the Company hereafter created.

Voting Rights:

10 unchanged sentences

The Company had 25,845 shares of Series A Preferred

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

Stock issued and outstanding at March 31, 2024 and December 31, 2023, respectively.

Series B Convertible Preferred Stock Equity

On November 16, 2020, the Board of Directors of

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

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

Preferred Stock.

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

forth in the Certificate of Designation.

Each share of Series B

Convertible Preferred Stock shall be entitled to receive, and the Corporation shall pay, cumulative dividends of 12% per annum, payable

quarterly, beginning on the Original Issuance Date and ending on the date that such share of Series B Convertible Preferred Share has

been converted or redeemed (the “Dividend End Date”).

Dividends may be paid in cash or in shares of Series B Convertible Preferred

From and after the initial Closing Date, in addition to the payment of dividends pursuant to Section 2(a), each Holder shall be

entitled to receive, and the Corporation shall pay, dividends on shares of Series B Convertible Preferred Stock equal to (on an as-if-converted-to-Common-Stock

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

set forth in the Certificate of Designation.

Each share of Series B Convertible

Preferred Stock shall be entitled to receive, and the Company shall pay, cumulative dividends of 12% per annum, payable quarterly,

beginning on the Original Issuance Date and ending on the date that such share of Series B Convertible Preferred Share has been converted

or redeemed (the “Dividend End Date”).

Dividends may be paid in cash or in shares of Series B Convertible Preferred Stock.

From and after the initial Closing Date, in addition to the payment of dividends pursuant to Section 2(a), each Holder shall be entitled

to receive, and the Company shall pay, dividends on shares of Series B Convertible Preferred Stock equal to (on an as-if-converted-to-Common-Stock

basis) and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares

of the common stock.

The Corporation shall pay no dividends on shares of the common stock unless it simultaneously complies with the previous

The Company shall pay no dividends on shares of the common stock unless it simultaneously complies with the previous

Voting Rights :

3 unchanged sentences

However, as long as any shares of Series B Convertible Preferred Stock are outstanding, the

Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series B Convertible

Company shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series B Convertible

Preferred Stock directly and/or indirectly (a) alter or change adversely the powers, preferences or rights given to the Series b Convertible

5 unchanged sentences

agreement with respect to any of the foregoing.

Upon any liquidation,

dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”), the Holders shall be entitled

to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated Value, plus any accrued and

unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon under this Certificate of Designation, for

each share of Series B Convertible Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities,

and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the

Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares

if all amounts payable thereon were paid in full.

Each share of Series B

Convertible Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at the option

of the Holder thereof, into that number of shares of common stock (subject to the limitations) determined by dividing the Stated Value

of such share of Series B Convertible Preferred Stock by the Conversion Price.

The Conversion Price for the Series B Convertible Preferred

Stock shall be the amount equal to the lowest traded price for the Company’s common stock for the fifteen (15) Trading Days immediately

preceding the date of such conversion.

All such foregoing determinations will be appropriately adjusted for any stock dividend, stock

split, stock combination, reclassification or similar transaction that proportionately decreases or increases the common stock during

such measuring period.

Liquidation :

Upon any liquidation, dissolution

or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the Holders shall be entitled to receive

out of the assets, whether capital or surplus, of the Company an amount equal to the Stated Value, plus any accrued and unpaid dividends

thereon and any other fees or liquidated damages then due and owing thereon under this Certificate of Designation, for each share of Series

B Convertible Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets

of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably

distributed among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon

were paid in full.

Each share of Series B Convertible

Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at the option of the Holder

thereof, into that number of shares of common stock (subject to the limitations) determined by dividing the Stated Value of such share

of Series B Convertible Preferred Stock by the Conversion Price.

The Conversion Price for the Series b Convertible Preferred Stock shall

be the amount equal to the lowest traded price for the Company’s common stock for the fifteen (15) Trading Days immediately preceding

the date of such conversion.

All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock

combination, reclassification or similar transaction that proportionately decreases or increases the common stock during such a measuring

Following an event of default, the Conversion price shall equal the lower of :

(a) the then applicable Conversion

or (b) a price per share equaling 80% of the lowest traded price for the Company’s common stock during the ten (10) trading

days preceding the relevant Conversion.

(a) the then applicable Conversion Price;

a price per share equaling 80% of the lowest traded price for the Company’s common stock during the ten (10) trading days preceding

the relevant Conversion.

The Series B Convertible Preferred

33 unchanged sentences

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 .

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

5 unchanged sentences

The Company recalculated the value of the derivative

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

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

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

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

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

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

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

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

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

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

2023 and December 31, 2022, respectively.

liability associated with this convertible preferred stock recording a loss of $ 6,630 and a loss of $ 199 for the three months ended March

31, 2024 and 2023, respectively, in connection with the change in fair market value of the derivative liability.

The Company recorded

$ 2,513 and $ 2,485 as preferred stock dividend expense for the three months ended March 31, 2024 and 2023, respectively.

The Company recorded

$ 33,913 and $ 31,400 as preferred stock dividend payable as of March 31, 2024 and December 31, 2023, respectively.

Derivative liability

payable for this transaction totaled $ 79,297 and $ 72,667 at March 31, 2024 and December 31, 2023, and Series B Convertible Preferred Stock

mezzanine liability was $ 84,000 at March 31, 2024 and December 31, 2023, respectively.

The Company valued the conversion feature using

14 unchanged sentences

The Company recalculated the value of the derivative

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

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

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

The Company recorded preferred stock dividend expense

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

months ended September 30, 2022.

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

and December 31, 2022, respectively.

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

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

2022, respectively.

liability associated with this convertible preferred stock and recorded a loss of $ 8,051 and a loss of $ 242 for the three months ended

March 31, 2024 and 2023, respectively, in connection with the change in fair market value of the derivative liability.

The Company recorded

preferred stock dividend expense of $ 3,052 and $ 3,018 for the three months ended March 31, 2024 and 2023, respectively.

The Company recorded

$ 40,275 and $ 37,223 as preferred stock dividend payable as of March 31, 2024 and December 31, 2023, respectively.

Derivative liability

payable for this transaction totaled $ 96,290 and $ 88,238 at March 31, 2024 and December 31, 2023, and Series B Convertible Preferred Stock

mezzanine liability was $ 102,000 at March 31, 2024 and December 31, 2023, respectively.

The Company valued the conversion feature using

9 unchanged sentences

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

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

sale of 51 shares as Series A Preferred stock (See Series A Supervoting Preferred Stock).

The accompanying financial statements reflect

the correct purchase of Series B Convertible Preferred Stock rather than Series A Convertible Preferred Stock.

The overall effect of this

correction was not significant to the December 31, 2021 financial statements.

The Company recalculated the value of the derivative

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

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

The Company recorded

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

The Company recorded

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

Derivative liability

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

Stock mezzanine liability was $ 60,200 at September 30, 2023 and December 31, 2022, respectively.

liability associated with this convertible preferred stock recording a loss of $ 17,395 and $ 145 for the three months ended March 31, 2024

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

The Company recorded $ 1,831 and

$ 1,811 as preferred stock dividend expense for the three months ended March 31, 2024 and 2023, respectively, and $ 16,740 and $ 14,909 as

preferred stock dividend payable as of March 31, 2024 and December 31, 2023, respectively.

Derivative liability payable for this transaction

totaled $ 70,338 and $ 52,943 at March 31, 2024 and December 31, 2023, and Series B Convertible Preferred Stock mezzanine liability was

$ 61,200 at March 31, 2024 and December 31, 2023, respectively.

The Company valued the conversion feature using

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

conversion exercise prices ranging from $0.0009 to $0.0050 the

closing stock price of the Company's common stock on the date of valuation ranging from $0.00105 to $0.0070, an expected dividend yield

of 0%, expected volatility ranging from 174.58% to 221.64%, risk-free interest rates ranging from 0.39% to 5.46%, and an expected term

of 1.50 years.

conversion exercise prices ranging from $0.0006 to $0.005 the closing

stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.0070, an expected dividend yield of 0%,

expected volatility ranging from 174.58% to 221.64%, risk-free interest rates ranging from 0.91% to 5.46%, and an expected term of 1.50

February 7, 2022

7 unchanged sentences

liability, and $ 51,000 as amortization.

The Company recalculated the value of the derivative

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

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

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

The Company recorded preferred stock dividend

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

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

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

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

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

note and recorded a loss of $ 4,831 and a loss of $ 145 for the three months ended March 31, 2024 and 2023, respectively, in connection

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

In addition, the Company recorded $ 1,831 and $ 1,810 as preferred stock

dividend expense for the three months ended March 31, 2024 and 2023, and preferred stock dividend payable to GHS on this derivative totaled

$ 15,754 and $ 13,923 as of March 31, 2024 and December 31, 2023, respectively.

Derivative liability payable for this transaction totaled

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

30, 2023 and December 31, 2022, respectively.

$ 57,774 and $ 52,943 at March 31, 2024 and December 31, 2023, and Series B Convertible Preferred Stock mezzanine liability was $ 61,200

at March 31, 2024 and December 31, 2023, respectively.

The Company valued the conversion feature using

1 unchanged sentence

conversion exercise prices ranging from $0.0006 to $0.0096, the

closing stock price of the Company’s common stock on the date of valuation ranging from $0.00105 to $0.0172, an expected dividend

yield of 0%, expected volatility ranging from 160.35% to 190.27%, risk-free interest rates ranging from 1.09% to 5.46%, and an expected

term of 1.35 to 1.5 years.

closing stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.0172, an expected dividend yield

of 0%, expected volatility ranging from 160.35% to 201.38%, risk-free interest rates ranging from 1.09% to 5.46%, and an expected term

of 1.35 to 1.5 years.

March 24, 2022

7 unchanged sentences

liability, and $ 136,000 as amortization.

The Company recalculated the value of the derivative

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

the three months and nine months ended September 30, 2023 and a gain of $ 49,934 and $ 190,813 for the three months and nine months ended

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

In addition, the Company recorded

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

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

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

note and recorded a loss of 12,882 and a loss of $ 387 for the three months ended March 31, 2024 and 2023, respectively, in connection

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

In addition, the Company recorded preferred stock dividend expense of

$ 4,883 and $ 4,829 for the three months ended March 31, 2024 and 2023.

Preferred stock dividend payable to GHS for this derivative totaled

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

$ 39,597 and $ 34,715 at March 31, 2024 and December 31, 2023.

Derivative liability payable for this transaction totaled $ 154,064 and $ 141,182

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

September 30, 2023 and December 31, 2022.

at March 31, 2024 and December 31, 2023, and Series B Convertible Preferred Stock mezzanine liability was $ 163,200 at March 31, 2024 and

December 31, 2023, respectively.

The Company valued the conversion feature using

1 unchanged sentence

conversion exercise prices ranging from $0.0006 to $0.0096, the

closing stock price of the Company’s common stock on the date of valuation ranging from $0.00105 to $0.0183, an expected dividend

yield of 0%, expected volatility ranging from 160.35% to 190.27%, risk-free interest rates ranging from 1.55% to 5.46%, and an expected

term of 1.48 to 1.5 years.

closing stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.00183, an expected dividend yield

of 0%, expected volatility ranging from 160.35% to 201.38%, risk-free interest rates ranging from 1.55% to 5.46%, and an expected term

of 1.48 to 1.5 years.

November 17, 2022

5 unchanged sentences

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,

$ 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 at September 30, 2023 and recorded a gain of $ 17,264 and a loss of $ 3,789 for the three

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

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

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

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

B Convertible Preferred Stock mezzanine liability was $ 73,200 at September 30, 2023 and December 31, 2022.

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

a loss of $ 20,805 and a loss of $ 174 for the three months ended March 31, 2024 and 2023, respectively, in connection with the change in

fair market value of the derivative liability.

In addition, the Company recorded preferred stock dividend expense of $ 2,190 and $ 2,166

for the three months ended March 31, 2024 and 2023.

Preferred stock dividend payable to GHS for this derivative totaled $ 12,033 and $ 9,843

at March 31, 2024 and December 31, 2023.

Derivative liability payable for this transaction totaled $ 84,130 and $ 63,324 at March 31, 2024

and December 31, 2023, and Series B Convertible Preferred Stock mezzanine liability was $ 73,200 at March 31, 2024 and December 31, 2023,

respectively.

The Company valued the conversion feature using

1 unchanged sentence

conversion exercise prices ranging from $0.0006 to $0.0020, the

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

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

term of 1.5 years.

closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0022, an expected dividend yield

of 0%, expected volatility ranging from 174.58% to 201.388%, risk-free interest rates ranging from 4.68% to 5.46%, and an expected term

of 1.5 years.

August 24, 2023

8 unchanged sentences

The Company recalculated the value of the derivative

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

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

liability associated with the convertible note at March 31, 2024 and 2023 and recorded a loss of $ 5,874 and $ 0 for the three months ended

March 31, 2024 and 2023, in connection with the change in fair market value of the derivative liability.

In addition, the Company recorded

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

Preferred stock dividend payable

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

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

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

preferred stock dividend expense of $ 2,226 and $ 0 for the three months ended March 31, 2024 and 2023, respectively.

Preferred stock dividend

payable to GHS for this derivative totaled $ 5,381 and $ 3,155 , respectively.

Derivative liability payable for this transaction totaled

$ 70,285 and $ 64,411 at March 31, 2024 and December 31, 2023, and Series B Convertible Preferred Stock mezzanine liability was $ 74,400

at March 31, 2024.

The Company valued the conversion feature using

4 unchanged sentences

term of 1.5 years.

Series C Convertible Preferred Stock

On January 8, 2024, the Board of Directors of

the Company had authorized issuance of up to 5,000 shares of preferred stock, $0.001 par value per share, designated as Series C Convertible

Preferred Stock.

Each share of Preferred Stock shall have a par value of $0.001 per share and a stated value of $1,200, subject to the

increase set forth in the Certificate of Designation.

Each share of Series B Convertible

Preferred Stock shall be entitled to receive, and the Company shall pay, cumulative dividends of 12% per annum, payable quarterly, beginning

on the Original Issuance Date and ending on the date that such share of Series B Convertible Preferred Share has been converted or redeemed

(the “Dividend End Date”).

Dividends may be paid in cash or in shares of Series C Convertible Preferred Stock.

From and after

the issuance date, in addition to the payment of dividends pursuant to Section 3 (a), each Holder shall be entitled to receive, and the

Company shall pay, dividends on shares of Series C Convertible Preferred Stock equal to (on an as-if-converted-to-Common-Stock basis)

and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the

common stock.

The Company shall pay no dividends on shares of the common stock unless it simultaneously complies with the previous sentence.

Voting Rights :

The Holder shall be entitled

to vote on an as-converted basis (subject to the Beneficial Ownership Limitation), together with the holders of Common Stock, with respect

to any question upon which the holders of Common Stock have the right to vote, except as may be otherwise provided by applicable law.

Except as otherwise expressly provided herein or as required by law, the Holders of Series C Preferred Stock and the holders of Common

Stock shall vote together and not as separate classes.

Liquidation :

Upon any liquidation, dissolution

or winding up of the Company, whether voluntary or involuntary (a “Liquidation”), the Holders shall be paid, in preference

and prior to any payment made to the holders of the Junior Securities and any other stock ranking in liquidation junior to the Series

C Preferred Stock, an amount per share equal to the Stated Value (such amount is referred to herein as the “Liquidation Preference”).

If upon a Liquidation Event, the assets to be distributed among the Holders shall be insufficient to permit payment in full to the Holders

of the Liquidation Preference, then the entire assets of the Company shall be distributed ratably among such holders in proportion to

the full respective Liquidation Preference to which they are entitled.

The Holder shall have the right,

at any time to convert such shares into Common Stock into that number of shares of common stock (subject to the Beneficial Ownership Limitation

(as defined below)) determined by dividing the Stated Value of such share of Series C Preferred Stock by the Optional Conversion Rate

(as defined below) (each, and “Optional Conversion”) at a conversion rate of the volume-weighted average price (“VWAP”)

for the Company’s common stock for the ten (10) Trading Days immediately preceding the date of such conversion (the “Optional

Conversion Rate”).

“Trading Days” shall mean a day on which the means the principal markets or exchange on which the

common stock is listed or quoted for trading on the date in question is open for business.

“Beneficial Ownership Limitation”

shall mean 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of

common stock issuable upon conversion of Series C Preferred Stock held by the applicable Holder.

No fractional shares of Common Stock shall be

issued upon conversion of shares of Series C Preferred Stock.

If more than one share of Series C Preferred Stock shall be surrendered,

or deemed surrendered, pursuant to subsection (c) above, for conversion at any one time by the same Holder, the number of full shares

of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of such Series C Preferred

Stock so surrendered.

Any fractional share which would otherwise be issuable upon conversion of any shares of Series C Preferred Stock

(after aggregating all shares of Series C Preferred Stock held by each holder) shall be rounded to the nearest whole number (with one-half

being rounded upward).

The Company shall reserve, free from preemptive

rights, out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of

Series C Preferred Stock sufficient shares to provide for the conversion of all outstanding shares of Series C Preferred Stock.

of Common Stock which may be issued in connection with the conversion provisions set forth herein will, upon issuance by the Company,

be validly issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof, and free from all taxes,

liens or charges with respect thereto.

All shares of Series C Preferred Stock which have

been converted shall no longer be deemed to be outstanding and all rights with respect to such shares including the rights to receive

dividends and to vote, shall immediately cease and terminate on the Optional Conversion Date, except only the right of the Holder thereof

to receive shares of Common Stock in exchange thereof.

The Series C Convertible Preferred Stock is classified

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

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

Based on the requirements of ASC 815, Derivatives

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

derivative liability.

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

conversion event and reporting period.

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

March 1, 2024

On March 1, 2024, the convertible promissory noteholder

Note B and the Company mutually agreed to convert the principal balance of $ 55,000 and accrued interest of $ 13,825 into a total of 57

shares of Series C Convertible Preferred Stock.

The Company valued the fair value of the derivative and recorded an initial derivative

liability of $ 40,668 , $ 425 as contra interest expense, $ 28,157 as day one gain on the derivative, $ 68,825 as amortization expense, and

$ 68,825 as Series C Convertible Preferred Stock mezzanine liability.

On March 31, 2024, the Company recalculated the

value of the derivative liability associated with this convertible preferred stock recording a loss of $ 4,770 for the three months ended

March 31, 2024 in connection with the change in fair market value of the derivative liability.

The Company recorded $ 675 as preferred

stock dividend expense for the three months ended March 31, 2024.

The Company recorded $ 675 as preferred stock dividend payable as of

March 31, 2024.

Derivative liability payable for this transaction totaled $ 45,438 at March 31, 2024 and Series C Convertible Preferred

Stock mezzanine liability was $ 68,400 at March 31, 2024.

The Company valued the conversion feature using

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

conversion exercise prices ranging from $0.00073 to $0.00078, the

closing stock price of the Company's common stock on the date of valuation ranging from $0.0007 to $0.0007, an expected dividend yield

of 0%, expected volatility ranging from 196.52% to 202.70%, risk-free interest rates ranging from 4.94% to 5.03%, and an expected term

The following table represents the change in

the fair value of the derivative liabilities for the three months ended March 31, 2024 and 2023, respectively.

Schedule of change in the

fair value of the derivative liabilities

Balance at December 31, 2022

Change in the fair value of derivative liability

Balance at March 31, 2023

Balance at December 31, 2023

Additions to derivative liability

Change in the fair value of derivative liability

Balance at March 31, 2024

As a result of issuance of derivative instruments,

the Company recorded a derivative liability of $ 657,559

and $ 469,873 as of September 30, 2023

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

as of September 30, 2023 and $ 544,800

as of December 31, 2022, respectively.

and $ 535,653 as of March 31, 2024 and

December 31, 2023, Series B Convertible Preferred Stock liability of $ 619,200

as of March 31, 2024 and December 31, 2023, and Series C Convertible Preferred Stock Liability of $ 68,400 and $ 0 , as of March

31, 2024 and December 31, 2024, respectively.

A summary of the status of the Company’s

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

Schedule of summary of warrant activity

Shares Under Warrants

Weighted Average Exercise Price

Weighted Average Remaining Contractual Life

warrants as of March 31, 2024 and 2023, and changes during the three months then ended, is presented below:

Schedule of warrant activity

Exercise Price

Contractual Life

Outstanding at December 31, 2022

Expired/Forfeited

Outstanding at September 30, 2022

Outstanding at March 31, 2023

Outstanding at December 31, 2023

Expired/Forfeited

Outstanding at September 30, 2023

NOTE 10 – SUBSEQUENT EVENT

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

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

( 1,302,897 )

Outstanding at March 31, 2024

NOTE 9 – SUBSEQUENT EVENTS

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-Q

Item 1. Financial Statements