What changed in this filing

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Item 1. Financial Statements

2024-08-19 compared with 2024-07-12 · 321 added, 275 removed, 745 unchanged (44% of the section changed)

Financial Statements

IIOT-OXYS, Inc.

and Subsidiaries

Consolidated Balance Sheets

March 31, 2024

Condensed Consolidated

Balance Sheets

June 30, 2024

December 31, 2023

19 unchanged sentences

Commitments and Contingencies (Note 4)

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

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

536 shares and 516 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively.

Liquidation preference $ 643,200 and $ 619,200 at June 30, 2024 and 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 June 30, 2024 and December 31, 2023, respectively.

Liquidation preference $ 68,400 and $ 0 at June 30, 2024 and 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 March 31, 2024 and December 31, 2023, respectively

Series A Preferred Stock, 25,845 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively

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

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

555,015,293 shares and 470,015,293 shares issued and outstanding at June 30, 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

Consolidated Statements of Operations

For The Three Months Ended March 31,

Condensed Consolidated Statements of Operations

For The Three Months Ended

For The Six Months Ended

Cost of Sales

4 unchanged sentences

Other Income (Expense)

(Loss) on change in FMV of derivative liability

Gain on derivative

Gain (Loss) on change in FMV of derivative liability

Gain (Loss) on derivative

Interest income

5 unchanged sentences

$ ( 266,759 )

$ ( 607,018 )

$ ( 428,809 )

Convertible Preferred Stock Dividend

2 unchanged sentences

$ ( 283,058 )

$ ( 647,381 )

$ ( 461,228 )

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

1 unchanged sentence

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

IIOT-OXYS, Inc.

and Subsidiaries

Consolidated Statements of Stockholders' Equity (Deficit)

For the three months ended March 31, 2024

Condensed Consolidated Statements of Stockholders' Equity (Deficit)

For the Three Months Ended June 30, 2024

Preferred Stock

Additional Paid-In

Stockholders’ Equity

Stockholders’

Balance - March 31, 2024

$ ( 10,664,215 )

$ ( 2,796,882 )

Costs incurred for capital raise

Balance - June 30, 2024

$ ( 11,090,978 )

$ ( 3,226,045 )

For the Six Months Ended June 30, 2024

Preferred Stock

Stockholders’

Balance - December 31, 2023

2 unchanged sentences

Common stock issued for conversion of convertible note payables

Balance - March 31, 2024

Costs incurred for capital raise

Balance - June 30, 2024

$ ( 11,090,978 )

$ ( 3,226,045 )

For the three months ended March 31, 2023

For the Three Months Ended June 30, 2023

Preferred Stock

Additional Paid-In

Stockholders’ Equity

Stockholders’

Balance - April 1, 2023

$ ( 9,485,307 )

$ ( 1,904,293 )

Common stock issued for conversion of convertible note payable

Balance - June 30, 2023

$ ( 9,768,365 )

$ ( 2,179,926 )

For the Six Months Ended June 30, 2023

Preferred Stock

Stockholders’

Balance - December 31, 2022

5 unchanged sentences

Common stock issued for conversion of convertible note payable

Balance - March 31, 2023

Balance - June 30, 2023

$ ( 9,768,365 )

1 unchanged sentence

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

IIOT-OXYS, Inc.

and Subsidiaries

Statements of Cash Flows

For the Three Months Ended March 31,

Consolidated Statements of Cash Flows

For the Six Months Ended June 30,

Cash Flows From Operating Activities

1 unchanged sentence

$ ( 461,228 )

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

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

Stock compensation expense for services

3 unchanged sentences

Decrease in accounts receivable

(Increase) in prepaid expenses and other current assets

Increase in accounts payable

6 unchanged sentences

Cash Flows from Investing Activities

Cash paid for note receivable

Net Cash used in Investing Activities

1 unchanged sentence

Cash received from sale of common stock, net

Cash received from equity financing of convertible preferred stock

Cash payments of offering costs

8 unchanged sentences

Conversion of convertible notes payable and derivative liabilities

Preferred stock issued for debt cancellation

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

2 unchanged sentences

Notes to Condensed Consolidated Financial Statements

March 31, 2024 and 2023

NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION

AND GOING CONCERN

June 30, 2024 and 2023

NOTE 1 – NATURE OF OPERATIONS, BASIS

OF PRESENTATION AND GOING CONCERN

Unless otherwise indicated, any reference to “the

19 unchanged sentences

As shown in the accompanying financial statements,

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.

the Company has suffered continuing operating losses, has a working capital deficit of $ 2,687,848 , net loss incurred for the six months

ended June 30, 2024 of $ 647,381 , and has an accumulated deficit of $ 11,090,978 as of June 30, 2024.

These factors, among others, raise

18 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 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.

The accompanying unaudited interim condensed consolidated

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

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

Article 8 of Regulation S-X.

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

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

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

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

These unaudited interim

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

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

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

for June 30, 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.

28 unchanged sentences

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

based on the following criteria:

606, Revenue from Contracts with Customers which was adopted on January

The Company recognizes revenue based on the following

criteria of ASC 606:

Identification of a contract or contracts, with a customer.

11 unchanged sentences

Recent Accounting Pronouncements

December 2023, the FASB issued ASU No.

In December 2023, the FASB issued ASU

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.

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.

In November 2023, the FASB issued ASU

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

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.

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 – INTANGIBLE ASSETS

2 unchanged sentences

Intangible assets, net of amortization

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

amounted to $ 174,403 and $ 199,085 at June 30, 2024 and December 31, 2023, respectively.

Schedule of intangible assets

3 unchanged sentences

The Company determined that none of its intangible

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

assets were impaired as of June 30, 2024 and December 31, 2023, respectively.

Amortizable intangible assets are amortized using the straight-line

1 unchanged sentence

The amortization expense of finite-lived intangibles was $ 12,341 and $ 24,682 for

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

the three months and six months ended June 30, 2024 compared to $ 12,341 and $ 24,547 for the three months and six months ended June 30,

2023, respectively.

The following table summarizes the Company’s

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

estimated future amortization expense of intangible assets with finite lives as of June 30, 2024:

Schedule of estimated future amortization expense of intangible assets

Amortization Expense

2024 (Remainder of the year)

3 unchanged sentences

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

The authorized shares

pursuant to the 2017 Stock Incentive Plan were 4,500,000 shares, and per 2019 Stock Incentive Plan were 5,000,000 shares.

All the consulting

1 unchanged sentence

According to the terms

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

of the agreements, 3,547,788 shares were vested and issued per the Company’s 2017 Stock Incentive Plan as of June 30, 2024 and December

31, 2023, and 3,530,000 shares were vested and issued per the Company’s 2019 Stock Incentive Plan as of June 30, 2024 and December

31, 2023, respectively.

In the event that the agreement is terminated

7 unchanged sentences

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.

of the 2022 Plan, 8,100,000 shares of common stock were vested and 3,100,000 shares were issued as of June 30, 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.

On June 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 $ 227,821 and $ 199,053

in salaries payable to the CEO as of June 30, 2024 and December 31, 2023, respectively.

Employment Agreement – COO/Interim CFO

8 unchanged sentences

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.

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

recorded $ 219,729 and $ 181,526 in salaries payable to the COO/Interim CFO as of June 30, 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 March 31, 2024 and December 31, 2023, respectively.

balance of convertible notes payable, interest and conversion rates as of June 30, 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 balance of principal and accrued and unpaid interest is payable on maturity on March 1, 2024.

The Company is in default of the terms of the note.

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

3 unchanged sentences

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 balance of principal and accrued and unpaid interest is payable on maturity on March 1, 2024.

The Company is in default of the terms of the note.

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.

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

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.

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

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

6 unchanged sentences

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

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:

On July 21, 2023, the noteholder of Note A agreed to extend the maturity date to March 1, 2024 .

The Note A is 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.

6 unchanged sentences

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 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.

Note A is currently in default of its payment

The Company recorded interest expense of $ 6,133

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.

and $ 12,266 for the three months and six months ended June 30, 2024 compared to $ 6,133 and $ 12,199 for the same periods ended June 30,

2023, respectively.

Accrued interest payable on Note A was $ 196,734 and $ 184,468 as of June 30, 2024 and December 31, 2023, respectively.

The principal balance payable on Note A amounted to $ 205,000 at June 30, 2024 and December 31, 2023, respectively.

January 2019 Convertible Note and Warrants (“Note

18 unchanged sentences

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

The Company recorded interest expense of $ 233

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

The Company recorded interest expense of $ 0 and

$ 233 for the three months and six months ended June 30, 2024 and $ 686 and $ 1,364 for the three months and six months ended June 30, 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.

Accrued interest payable on Note B totaled $ 0 and $ 13,592 as of

June 30, 2024 and December 31, 2023, respectively.

The principal balance payable on Note B amounted to $ 0 and $ 55,000 at June 30, 2024

and December 31, 2023, respectively.

March 2019 Convertible Note and Warrants

5 unchanged sentences

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”).

Note D is currently in default of its payment

The Company recorded interest expense of $ 1,496

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.

and $ 2,992 for the three months and six months ended June 30, 2024, and $ 1,496 and $ 2,975 for the three months and six months ended June

30, 2023, respectively.

Accrued interest payable on Note D totaled $ 29,689 and $ 26,697 at June 30, 2024 and December 31, 2023, respectively.

The principal balance payable on Note D amounted to $ 50,000 at June 30, 2024 and December 31, 2023, respectively.

August 2019 Convertible Note and Warrants (“Note

1 unchanged sentence

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 noteholder agreed to extend the maturity

date of Note E to August 2, 2025, for no additional consideration.

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

The Company recorded interest expense of $ 3,740

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.

and $ 7,479 on Note E for the three months and six months ended June 30, 2024, and $ 3,740 and $ 7,438 for the three months and six months

ended June 30, 2023, respectively.

Accrued interest payable on Note E was $ 71,170 and $ 63,690 at June 30, 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.

The principal balance payable on Note E amounted to $ 125,000 as of June 30, 2024

and December 31, 2023, respectively.

July 2020 Equity Financing Arrangement

8 unchanged sentences

stock of the Company.

The Company recorded interest expense of $ 2,027

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.

The Company recorded interest expense on Note

G $ 348 and $ 420 for the three months and six months ended June 30, 2024, and $ 1,870 and $ 3,719 for the three months and six months ended

June 30, 2023, respectively.

Accrued interest payable on Note G was $ 420 and $ 0 as of June 30, 2024 and December 31, 2023, respectively.

The principal balance payable of Note G amounted to $ 13,942 and $ 58,988 at June 30, 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 March 31, 2024 and 2023:

of basic and diluted net loss per share of common stock for the three months and six months ended June 30, 2024 and 2023, respectively:

Schedule of computation

of basic and diluted net loss per share of common stock

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Net loss attributable to common stockholders (basic)

1 unchanged sentence

$ ( 283,058 )

$ ( 647,381 )

$ ( 461,228 )

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

12 unchanged sentences

The following outstanding common stock equivalents

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

have been excluded from diluted net loss per common share for the six months ended June 30, 2024 and 2023, respectively, because their

inclusion would be anti-dilutive:

Schedule of anti-dilutive shares

As of March 31,

As of June 30,

Warrants to purchase common stock

2 unchanged sentences

NOTE 7 – RELATED PARTIES

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

At June 30, 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.

1 unchanged sentence

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.

expense totaled $ 750 and $ 1,500 for the three months and six months ended June 30, 2024 and 2023, respectively.

The Company has recorded

$ 1,750 and $ 250 as rent payable to the stockholder in accounts payable as of June 30, 2024 and December 31, 2023, respectively.

The Company executed a convertible promissory

7 unchanged sentences

notes payable with a director (see Note E) for the principal amount of $ 125,000 , and accrued interest payable of $ 71,170 and $ 63,690 as

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

of June 30, 2024 and December 31, 2023, respectively.

NOTE 8 – STOCKHOLDERS' EQUITY

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 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 June 30, 2024.

The Company has

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.

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 June

30, 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, 2024 to March 31, 2024, the noteholder

From January 1, 2024 to June 30, 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.

31 unchanged sentences

of issuance, and 3,000,000 shares on the third anniversary of the date of issuance.

on October 3, 2022, the Company awarded 300,000 shares of common stock to an advisor vesting

100,000 shares on the first anniversary date of issuance, 100,000 shares vesting on the second anniversary, and the remaining 100,000

vesting the third anniversary of the date of issuance.

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

shares 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.

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

300,000 shares of common stock to an advisor vesting 100,000 shares on the first anniversary date of issuance, 100,000 shares vesting

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

The common shares vested pursuant

to the 2022 Plan amounted to 8,000,000 shares at June 30, 2024, and 3,000,000 shares at December 31, 2023, and the 6,300,000 shares remain

unvested as of June 30, 2024.

For the three months and six months ended June 30, 2024, the Company recorded $ 628 and $ 1,148 as stock compensation

expense for 747,945 shares and 1,495,890 shares.

6,200,000 shares payable to an officer and a director that remain unvested as of June

Total shares payable to an officer, consultant and a director totaled 4,064,385 shares and 2,368,493 shares on June 30, 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 (see Note 4).

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 agreement) or the listing

of the Company’s common stock on a senior exchange.

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 agreement) or the listing of the Company’s

common stock on a senior exchange.

A summary of the status of the Company’s

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

non-vested shares at June 30, 2024 and 2023 and changes during the six months ended, is presented below:

Schedule of non-vested shares

2022 Stock Incentive Plan

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

Balance at December 31, 2022

Balance at March 31, 2023

( 3,000,000 )

Balance at June 30, 2023

Balance at December 31, 2023

Balance at March 31, 2024 – (Unvested)

Balance at March 31, 2024 – (Vested)

Total Options outstanding – March 31, 2024

( 8,100,000 )

Balance at June 30, 2024 – (Unvested)

Balance at June 30, 2024 – (Vested)

Total Options outstanding – June 30, 2024

Preferred Stock

34 unchanged sentences

The Company had 25,845 shares of Series A Preferred

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

Stock issued and outstanding at June 30, 2024 and December 31, 2023, respectively.

Series B Convertible Preferred Stock Equity

2 unchanged sentences

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 increase

set forth in the Certificate of Designation.

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”).

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

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

80 unchanged sentences

The Company recalculated the value of the derivative

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.

liability associated with this convertible preferred stock recording a loss in connection with the change in fair market value of the

derivative liability of $ 39,975 and $ 33,954 for the three months and six months ended June 30, 2024, and a loss of $ 23,960 and $ 24,159

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

The Company recorded $ 2,513 and $ 5,026 as preferred stock dividend

expense for the three months and six months ended June 30, 2024, and $ 2,513 and $ 4,999 as preferred dividend expense for the three months

and six months ended June 30, 2023.

The Company recorded $ 36,426 and $ 31,400 as preferred stock dividend payable as of June 30, 2024 and

December 31, 2023, respectively.

Derivative liability payable for this transaction totaled $ 106,621 and $ 72,667 at June 30, 2024 and December

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

liability associated with this convertible preferred stock and recorded a loss in connection with the change in fair market value of the

derivative liability of $ 33,179 and $ 41,230 for the three months and six months ended June 30, 2024, and a loss of $ 29,094 and $ 29,336

for the three months and six months ended June 30, 2024 and 2023, respectively.

The Company recorded preferred stock dividend expense

of $ 3,052 and $ 6,103 for the three months and six months ended June 30, 2024, and $ 3,052 and $ 6,070 for the three months and six months

ended June 30, 2023.

The Company recorded $ 43,326 and $ 37,223 as preferred stock dividend payable as of June 30, 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 $ 129,468 and $ 88,239 at June 30, 2024 and December 31, 2023, respectively.

The Company valued the conversion feature using

16 unchanged sentences

The Company recalculated the value of the derivative

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.

liability associated with this convertible preferred stock recording a loss in connection with the change in fair market value of the

derivative liability of $ 19,907 and $ 24,738 for the three months and six months ended June 30, 2024, and a loss of $ 17,457 and $ 17,602

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

The Company recorded preferred stock dividend expense of $ 1,831 and $ 3,662 for

the three months and six months ended June 30, 2024, and $ 1,831 and $ 3,642 for the three months and six months ended June 30, 2023, respectively.

The Company recorded $ 18,571 and $ 14,909 as preferred stock dividend payable as of June 30, 2024 and December 31, 2023, respectively.

Derivative liability payable for this transaction totaled $ 77,681 and $ 52,943 at June 30, 2024 and December 31, 2023, and Series B Convertible

Preferred Stock mezzanine liability was $ 61,200 at June 30, 2024 and December 31, 2023, respectively.

The Company valued the conversion feature using

13 unchanged sentences

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

$ 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.

note and recorded a loss in connection with the change in fair market value of the derivative liability of $ 19,907 and $ 24,738 for the

three months and six months ended June 30, 2024, and $$4,831 and a loss of $ 17,457 and $ 17,602 for the three months and six months ended

June 30, 2023, respectively.

In addition, the Company recorded $ 1,831 and 3,662 as preferred stock dividend expense for the three months

and six months ended June 30, 2023, and preferred stock dividend payable to GHS on this derivative totaled $ 17,585 and $ 13,923 as of June

30, 2024 and December 31, 2023, respectively.

Derivative liability payable for this transaction totaled $ 77,681 and $ 52,943 at June 30,

2024 and December 31, 2023, and Series B Convertible Preferred Stock mezzanine liability was $ 61,200 at June 30, 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 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

$ 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 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.

note and recorded a loss in connection with the change in fair market value of the derivative liability of $ 53,086 and $ 12,968 for the

three months and six months ended June 30, 2024, and a loss of $ 46,551 and $ 46,164 for the three months and six months ended June 30,

2024 and 2023, respectively.

In addition, the Company recorded preferred stock dividend expense of $ 4,883 and $ 9,765 for the three months

and six months ended June 30, 2024, and $ 4,883 and $ 9,712 for the three months and six months ended June 30, 2023.

Preferred stock dividend

payable to GHS for this derivative totaled $ 44,480 and $ 34,715 at June 30, 2024 and December 31, 2023.

Derivative liability payable for

this transaction totaled $ 207,149 and $ 141,182 at June 30, 2024 and December 31, 2023, and Series B Convertible Preferred Stock mezzanine

liability was $ 163,200 at June 30, 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 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.

a loss in connection with the change in fair market value of the derivative liability of $ 23,811 and $ 29,588 for the three months and

six months ended June 30,2024, and $ 20,879 and $ 20,706 for the three months and six months ended June 30, 2023, respectively.

the Company recorded preferred stock dividend expense of $ 2,199 and $ 4,398 for the three months and six months ended June 30, 2024, and

$ 2,190 and $ 4,356 for the three months and six months ended June 30, 2023.

Preferred stock dividend payable to GHS for this derivative

totaled $ 14,223 and $ 9,843 at June 30, 2024 and December 31, 2023.

Derivative liability payable for this transaction totaled $ 92,913 and

$ 63,324 at June 30, 2024 and December 31, 2023, and Series B Convertible Preferred Stock mezzanine liability was $ 73,200 at June 30, 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 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.

liability associated with the convertible note at June 30, 2024 and recorded a loss in connection with the change in fair market value

of the derivative liability of $ 5,874 and $ 5,874 for the three months and six months ended June 30, 2024.

In addition, the Company recorded

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.

preferred stock dividend expense of $ 2,226 and $ 4,452 for the three months and six months ended June 30, 2024, respectively.

stock dividend payable to GHS for this derivative totaled $ 7,607 and $ 3,155 , at June 30, 2024 and December 31, 2023, respectively.

liability payable for this transaction totaled $ 94,495 and $ 64,411 at June 30, 2024 and December 31, 2023, and Series B Convertible Preferred

Stock mezzanine liability was $ 74,400 at June 30, 2024 and December 31, 2023, respectively.

The Company valued the conversion feature using

4 unchanged sentences

term of 1.5 years.

April 16, 2024

On April 16, 2024, pursuant to the terms

of the SPA, GHS purchased 20 shares of Series B Convertible Preferred Stock for gross proceeds of $ 17,600 .

The Company paid $ 2,400 in

selling commissions to complete this financing.

On April 16, 2024 (the date of receipt of cash

proceeds of $17,600 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 20,324 ,

$ 321 as day one loss on the derivative, $ 4,000 as interest expense, and $ 24,000 as Series B Convertible Preferred Stock mezzanine liability,

and $ 20,000 as amortization.

The Company recalculated the value of the derivative

liability associated with the convertible note at June 30, 2024 and recorded a loss in connection with the change in fair market value

of the derivative liability of $ 7,256 for the three months and six months ended June 30, 2024.

In addition, the Company recorded preferred

stock dividend expense of $ 592 for the three months and six months ended June 30, 2024, respectively.

Preferred stock dividend payable

to GHS for this derivative totaled $ 592 at June 30, 2024.

Derivative liability payable for this transaction totaled $ 27,580 at June 30,

2024, and Series B Convertible Preferred Stock mezzanine liability was $ 24,000 at June 30, 2024.

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 $0.0007, the

closing stock price of the Company’s common stock on the date of valuation ranging from $0.0007 to $0.0011, an expected dividend

yield of 0%, expected volatility ranging from 186.23% to 205.33%, risk-free interest rates ranging from 5.09% to 5.18%, and an expected

term of 1 years.

Series C Convertible Preferred Stock

4 unchanged sentences

increase set forth in the Certificate of Designation.

Each share of Series B Convertible

Each share of Series C 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

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

(the “Dividend End Date”).

67 unchanged sentences

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.

value of the derivative liability associated with this convertible preferred stock recording a loss in connection with the change in fair

market value of the derivative liability of $ 43,556 and $ 48,326 for the three months and six months ended June 30, 2024.

The Company recorded

$ 2,046 and $ 2,721 as preferred stock dividend expense for the three months and six months ended June 30, 2024.

The Company recorded $ 2,721

as preferred stock dividend payable as of June 30, 2024.

Derivative liability payable for this transaction totaled $ 88,995 at June 30,

2024 and Series C Convertible Preferred Stock mezzanine liability was $ 68,400 at June 30, 2024.

The Company valued the conversion feature using

3 unchanged sentences

of 0%, expected volatility ranging from 196.52% to 202.70%, risk-free interest rates ranging from 4.94% to 5.09%, 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

The following table represents the change in the

fair value of the derivative liabilities for the six months ended June 30, 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 June 30, 2023

Balance at December 31, 2023

1 unchanged sentence

Change in the fair value of derivative liability

Balance at March 31, 2024

Balance at June 30, 2024

As a result of issuance of derivative instruments,

the Company recorded a derivative liability of $ 657,559

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.

the Company recorded a derivative liability of $ 942,770 and $ 535,653 as of June 30, 2024 and December 31, 2023, Series B Convertible Preferred

Stock liability of $ 643,200 and $ 619,200 as of June 30, 2024 and December 31, 2023, and Series C Convertible Preferred Stock Liability

of $ 68,400 and $ 0 , as of June 30, 2024 and December 31, 2024, respectively.

A summary of the status of the Company’s

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

warrants as of June 30, 2024 and 2023, and changes during the three months then ended, is presented below:

Schedule of warrant activity

3 unchanged sentences

Expired/Forfeited

Outstanding at March 31, 2023

Outstanding at June 30, 2023

Outstanding at December 31, 2023

1 unchanged sentence

( 1,305,897 )

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.

Outstanding at June 30, 2024

NOTE 9 – SUBSEQUENT EVENT

On August 5, 2024, the noteholder of Note E agreed

to extend the maturity date of the Note E to August 2, 2025, for no additional consideration.

All other terms of the promissory note remain

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