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Item 9A. Controls and Procedures

2025-04-30 compared with 2024-07-03 · 1088 added, 1130 removed, 833 unchanged (73% of the section changed)

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validating the completeness and accuracy of the underlying data used for accounting prior to filing this Annual Report.

These additional procedures have allowed us to

conclude that, notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial statements

included in this report fairly present, in all material respects, our financial position, results of operations and cash flows for the

periods presented in conformity with accounting principles generally accepted in the United States of America.

These additional procedures have allowed us to conclude

that, notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial statements included

in this report fairly present, in all material respects, our financial position, results of operations and cash flows for the periods

presented in conformity with accounting principles generally accepted in the United States of America.

Management’s Report on Internal Control

over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Our management is responsible for establishing and

maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Internal control

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preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Because of its inherent limitations, internal control

over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods

are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness

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issued by the Committee of Sponsoring Organizations of the Treadway Commission (“ COSO ”).

During its evaluation, management noted certain

matters involving internal control and its operation that we consider to be significant deficiencies or material weaknesses under standards

of the Public Company Accounting Oversight Board (“ PCAOB ”).

A control deficiency exists when the design or operation

of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect

misstatements on a timely basis.

During its evaluation, management noted certain matters

involving internal control and its operation that we consider to be significant deficiencies or material weaknesses under standards of

the Public Company Accounting Oversight Board (“ PCAOB ”).

A control deficiency exists when the design or operation of

a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements

on a timely basis.

A material weakness is a deficiency, or a combination

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of duties, lack of governance/oversight, and lack of internal control documentation that we believe to be material weaknesses.

Because of this material weaknesses, management

concluded that we did not maintain effective internal control over financial reporting as of December 31, 2023, based on criteria described

in Internal Control – Integrated Framework (2013) issued by COSO.

Because of this material weaknesses, management concluded

that we did not maintain effective internal control over financial reporting as of December 31, 2024, based on criteria described in Internal

Control – Integrated Framework (2013) issued by COSO.

Remediation of the Material Weakness

We are evaluating the material weaknesses and

developing a plan of remediation to strengthen our overall internal control over financial reporting.

The remediation plan will include

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

We are evaluating the material weaknesses and developing

a plan of remediation to strengthen our overall internal control over financial reporting.

The remediation plan will include the creation

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

Due to a material weakness as disclosed in the 2023

Annual Report on Form 10-K, we committed to the same remediation plan, as disclosed above;

however, due to lack of resources, we

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

If we are unable to increase

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

however, due to lack of resources, we were

unable to execute the contemplated remediation plan.

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

remediation plan proposed above.

We are committed to maintaining a strong internal

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and tested, the material weakness described above will continue to exist.

Changes in Internal Control over Financial

There has been no change in our internal control

over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our most recent fiscal quarter ended December 31,

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over

financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our most recent fiscal quarter ended December 31, 2024,

that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

During the quarter ended December 31, 2023, no

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

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

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable to the

During the quarter ended December 31, 2024, no director

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

Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign

Jurisdictions that Prevent Inspections.

Not applicable to the Company.

Directors, Executive Officers and Corporate Governance.

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Vidhyadhar Mitta

Directors are elected to serve until the next

annual meeting of stockholders and until their successors are elected and qualified.

Directors are elected by a plurality of the votes

cast at the annual meeting of stockholders and hold office until the expiration of the term for which he or she was elected and until

a successor has been elected and qualified.

A majority of the authorized number of directors

constitutes a quorum of the Board of Directors for the transaction of business.

The directors must be present at the meeting to constitute

However, any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members

of the Board of Directors individually or collectively consent in writing to the action.

Business Experience of Executive Officers

and Directors

The principal occupation and business experience

during the past five years for our executive officers and directors is as follows:

served as our Chief Executive Officer, President, and director since June 4, 2018 and as our Interim Chief Technology Officer since June

Directors are elected to serve until the next annual

meeting of stockholders and until their successors are elected and qualified.

Directors are elected by a plurality of the votes cast at

the annual meeting of stockholders and hold office until the expiration of the term for which he or she was elected and until a successor

has been elected and qualified.

A majority of the authorized number of directors constitutes

a quorum of the Board of Directors for the transaction of business.

The directors must be present at the meeting to constitute a quorum.

However, any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board

of Directors individually or collectively consent in writing to the action.

Business Experience of Executive Officers and

The principal occupation and business experience during

the past five years for our executive officers and directors is as follows:

Emmons has served

as our Chief Executive Officer, President, and director since June 4, 2018 and as our Interim Chief Technology Officer since June 2, 2022.

From 1995 to 2017, Mr.

Emmons worked for Medtronic, a global leader in medical technology, services, and solutions, where

he served in various capacities including several Vice President and Director positions.

Emmons is also the founder of AHI, LLC, a

consultancy firm.

Emmons received an Executive Certificate in Strategy & Innovation from MIT, a Master’s of Science in Management

Engineering from the University of Bridgeport, a Bachelor of Science in Electrical Engineering from the University of New Haven, and a

Bachelor of Science in Mechanical Engineering from the University of Connecticut.

Emmons worked for Medtronic, a global leader in medical technology, services, and solutions, where he served

in various capacities including several Vice President and Director positions.

Emmons is also the founder of AHI, LLC, a consultancy

Emmons received an Executive Certificate in Strategy & Innovation from MIT, a Masters of Science in Management Engineering

from the University of Bridgeport, a Bachelor of Science in Electrical Engineering from the University of New Haven, and a Bachelor of

Science in Mechanical Engineering from the University of Connecticut.

Karen McNemar:

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Family Relationships

There are no family relationships between any

of our directors and executive officers.

There are no family relationships between any of our

directors and executive officers.

Director Independence

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of “independent directors.”

We currently have not established any committees

of the Board of Directors.

We currently have not established any committees of

the Board of Directors.

Our Board of Directors may designate from among its members an executive committee and one or more other committees

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Code of Ethics

On March 9, 2018, the Board of Directors adopted

a Code of Ethics (the “ Code ”).

On March 9, 2018, the Board of Directors adopted a

Code of Ethics (the “ Code ”).

The purpose of the Code of Ethics is to deter wrongdoing and to promote:

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to our company and its subsidiaries for the years ended December 31, 2024 and 2023.

Summary Compensation Table

Compensation Table

Name and principal position

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________________________

Emmons was appointed as our CEO, President, and interim CFO on June 4, 2018.

As of December 31, 2024, Mr.

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Emmons was owed $199,053 in accrued and unpaid consulting fees and $10,630 in reimbursable expenses.

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

As of December 31, 2023, Mr.

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

As of December 31, 2024, Ms.

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As of December 31, 2023, Ms.

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

McNemar was owed $181,526 in accrued and unpaid consulting fees and $1,600 in reimbursable expenses.

As of December 31, 2023, Mc.

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

Emmons Employment Contract

On June 2, 2022, the

Board of Directors (with Mr.

On June 2, 2022, the Board

of Directors (with Mr.

Emmons abstaining) approved the Employment Contract dated effective April 1, 2022 with Mr.

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The services to be provided by Mr.

Emmons pursuant to the Emmons Contract are those customary for the positions in which he is

Pursuant to the Emmons

Contract, Mr.

Emmons shall receive an annual salary of $100,000 which accrues unless converted into shares of Common Stock of the Company

at a conversion rate specified in the Emmons Contract.

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.

Emmons pursuant to the Emmons Contract are customary for the positions in which he is serving.

Pursuant to the Emmons Contract,

Emmons shall receive an annual salary of $100,000 which accrues unless converted into shares of Common Stock of the Company at a conversion

rate specified in the Emmons Contract.

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.

As of the effective date,

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McNemar Employment Contract

On June 2, 2022, the

Board of Directors of Company approved the Employment Contract dated effective April 1, 2022 with Ms.

On June 2, 2022, the Board

of Directors of Company approved the Employment Contract dated effective April 1, 2022 with Ms.

McNemar (the “ McNemar Contract ”).

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McNemar pursuant to the McNemar Contract are those customary for the positions in which she is serving.

Pursuant to the McNemar

Contract, Ms.

McNemar shall receive an annual salary of $100,000 which accrues unless converted into shares of Common Stock of the Company

at a conversion rate specified in the McNemar Contract.

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.

Pursuant to the McNemar Contract,

McNemar shall receive an annual salary of $100,000 which accrues unless converted into shares of Common Stock of the Company at a

conversion rate specified in the McNemar Contract.

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.

As of the effective date,

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3,000,000 shares on the third-year anniversary of the effective date.

The McNemar Contract

Shares are awarded under the 2022 Plan.

Vesting of the McNemar Contract Shares is subject to acceleration of vesting upon the occurrence

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

on a senior exchange.

The McNemar Contract Shares

are awarded under the 2022 Plan.

Vesting of the McNemar Contract Shares is subject to acceleration of vesting upon the occurrence of certain

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

Equity Awards

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Compensation of Directors

Emmons’ compensation (whose

compensation is disclosed above), no compensation was awarded to, earned by, or paid to any remaining directors for services rendered

in all capacities to our Company and its subsidiaries for the year ended December 31, 2023.

Emmons’ compensation (whose compensation

is disclosed above), no compensation was awarded to, earned by, or paid to any remaining directors for services rendered in all capacities

to our Company and its subsidiaries for the year ended December 31, 2024.

Insider Trading Policy

Due to limited resources and the small number of our

management, we do not have an insider trading policy .

Policies and Practices Related to the Timing

of Grants of Certain Equity Awards

It is management’s duty to approve ordinary

course annual equity grants during a scheduled meeting held each year.

At this meeting, management is to approve each named executive

officer’s annual equity award, if any.

At this time, we do not currently anticipate granting stock options to any of our named executive

We do not schedule our equity grants in anticipation of the release of material, non-public information, nor do we time the

release of material nonpublic information based on equity grant dates.

Security Ownership of Certain Beneficial Owners and Management.

The following table and footnotes thereto set

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

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

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

In calculating any

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

560,015,293 shares of common stock outstanding.

Unless otherwise further indicated in the following table, the footnotes thereto and/or

elsewhere in this report, the persons and entities named in the following table have sole voting and sole investment power with respect

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

Unless otherwise

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

705 Cambridge Street, Cambridge, MA 02141.

The following table and footnotes thereto

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

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

of common stock, and (iii) named executive officers, executive officers, and directors of the Company as a group as of April 28 ,

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

the following table assumes 560,315,293 shares of common stock outstanding.

otherwise further indicated in the following table, the footnotes thereto and/or elsewhere in this Annual Report, the persons and

entities named in the following table have sole voting and sole investment power with respect to the shares set forth opposite the

shareholder’s name, subject to community property laws, where applicable.

Unless otherwise indicated in the following table

and/or the footnotes thereto, the address of our named executive officers and directors in the following tables is:

705 Cambridge

Street, Cambridge, MA 02141.

Name and Address of Beneficial Owner

Ownership (1)

Percent of Class (1)

Named Executive Officers and Directors

Clifford Emmons

326,986,667 (2)

Karen McNemar

356,015,667 (3)

Vidhyadhar Mitta

249,974,938 (4)

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

_____________________

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

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

relationship, or otherwise has or shares:

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

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

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

Certain shares may be deemed to be

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

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

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

In computing the percentage

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

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

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

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

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

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

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

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

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

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

As a result, the percentage of outstanding shares of any person as shown in the above table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on the April 28, 2025.

Includes 319,926,667 shares of Common Stock issuable upon the conversion of $287,934 in accrued and unpaid consulting fees as of March 31, 2025.

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

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

Includes 349,606,667 shares of Common Stock issuable upon the conversion of $314,646 in accrued and unpaid consulting fees as of March 31, 2025.

Also includes 604,500 shares issuable upon the conversion of shares of Series A Preferred Stock owned by Ms.

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The following table sets forth information known

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

to us regarding the beneficial ownership of our Series A Supervoting Preferred Stock as of April 28, 2025.

Title of Class

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The following table sets forth information known

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

to us regarding the beneficial ownership of our Series B Convertible Preferred Stock as of April 28, 2025.

Title of Class

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The following table sets forth information known

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

to us regarding the beneficial ownership of our Series C Convertible Preferred Stock as of April 28,

Title of Class

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Certain Relationships and Related Transactions

For transactions with our executive officers,

please see the disclosure under “ Item 11.

For transactions with our executive officers, please

see the disclosure under “ Item 11.

Executive Compensation.

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

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

On August 2, 2019, we entered into a Securities

Purchase Agreement with Vidhyadhar Mitta, a director of the Company, for the purchase of a 12% Secured Convertible Note in the principal

amount of up to $125,000.

The note was originally convertible, in whole or in part, into shares of our Common Stock, at any time at a

rate of $0.08 per share with fractions rounded up to the nearest whole share, unless paid in cash at our election.

The note bears interest

at a rate of 12% per annum and interest payments were originally to be made on a quarterly basis.

of $55,000 of principal and $13,825 of accrued and unpaid interest.

On August 2, 2019, we entered into a Securities Purchase

Agreement with Vidhyadhar Mitta, a director of the Company, for the purchase of a 12% Secured Convertible Note in the principal amount

of up to $125,000.

The note was originally convertible, in whole or in part, into shares of our Common Stock, at any time at a rate of

$0.08 per share with fractions rounded up to the nearest whole share, unless paid in cash at our election.

The note bears interest at

a rate of 12% per annum and interest payments were originally to be made on a quarterly basis.

The note originally matured August 2, 2021.

On August 2, 2019, the first closing of the note occurred pursuant to which we received $75,000.

On September 6, 2019, the second

closing occurred pursuant to which the Company received $25,000.

On October 16, 2019, the third closing occurred pursuant to which the

Company received $25,000.

The note is governed by the SPA and is secured

by all the assets of the Company (but is not a senior secured note) pursuant to the Security Agreement.

In addition to the issuance of

the note, we issued to the Mr.

On September 6, 2019, the second closing

occurred pursuant to which the Company received $25,000.

On October 16, 2019, the third closing occurred pursuant to which the Company

received $25,000.

The note is governed by the SPA and is secured by

all the assets of the Company (but is not a senior secured note) pursuant to the Security Agreement.

In addition to the issuance of the

note, we issued to the Mr.

Mitta warrants to purchase one share our Common Stock for 50% of the number of shares of Common Stock issuable

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1 to the note with Vidhyadhar Mitta pursuant to which the note was amended to extend the maturity date to August 2, 2022.

Effective August 2, 2022, the Company entered

into Amendment No.

Effective August 2, 2022, the Company entered into

Amendment No.

2 to the note with Vidhyadhar Mitta pursuant to which the note was amended to extend the maturity date to August 2, 2024.

Due to adjustments to the conversion price of

the note, the conversion price is currently $0.0008.

Effective August 2, 2024, the Company entered into

Amendment No.

3 to the note with Vidhyadhar Mitta pursuant to which the note was amended to extend the maturity date to August 2, 2025.

Due to adjustments to the conversion price of the

note, the conversion price is currently $0.0008.

Director Independence

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other than those reported above, for the years ended December 31, 2024 and 2023.

The aggregate fees billed for professional

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

were $0 and $3,500 in 2022.

The aggregate fees billed for professional services

rendered by our principal accountants for tax compliance, tax advice and tax planning in the years ended December 31, 2024 were $0and

All Other Fees

There were no other fees billed for products or

services provided by the principal accountants, other than those previously reported above, for the years ended December 31, 2023 and

There were no other fees billed for products or services

provided by the principal accountants, other than those previously reported above, for the years ended December 31, 2024 and 2023.

Audit Committee

We do not have an Audit Committee;

the Board of Directors has considered whether the non-audit services provided by our auditors to us are compatible with maintaining the

independence of our auditors and concluded that the independence of our auditors is not compromised by the provision of such services.

Our Board of Directors pre-approves all auditing services and permitted non-audit services, including the fees and terms of those services,

to be performed for us by our independent auditor prior to engagement.

therefore, the

Board of Directors has considered whether the non-audit services provided by our auditors are compatible with maintaining the independence

of our auditors and concluded that the independence of our auditors is not compromised by the provision of such services.

Directors pre-approves all auditing services and permitted non-audit services, including the fees and terms of those services, to be performed

for us by our independent auditor prior to engagement.

Exhibits, Financial Statement Schedules.

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this Annual Report:

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

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

Report of Independent Registered Public Accounting Firm for the years ended December 31, 2024 and 2023

Audited Consolidated Balance Sheets at December 31, 2024 and 2023

Audited Consolidated Statements of Operations for the years ended December 31, 2024 and 2023

Audited Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2023 and 2022

Audited Consolidated

Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2024 and 2023

Audited Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

Notes to Audited Consolidated Financial Statements

The following exhibits are included with this

Annual Report:

The following exhibits are included with this Annual

Incorporated by Reference

Exhibit Description

Securities Exchange Agreement dated March 16, 2017, by and among Gotham Capital Holdings, Inc., OXYS Corp.

Exchange Agreement dated March 16, 2017, by and among Gotham Capital Holdings, Inc., OXYS Corp.

and the Shareholders of OXYS Corp.

Agreement and Plan of Merger dated July 10, 2017

Nevada Articles of Incorporation for IIOT-OXYS, Inc.

Bylaws for IIOT-OXYS, Inc.

Nevada Articles of Merger dated July 14, 2017

New Jersey Certificate of Merger dated October 26, 2017

Articles of Exchange

Certificate of Amendment to Articles of Incorporation filed with the Nevada Secretary of State effective January 18, 2021

Certificate of Designation for Series B Convertible Preferred Stock

Certificate of Designation filed with the Nevada Secretary of State on July 2, 2020

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

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

Amendment No.

and Plan of Merger dated July 10, 2017

Articles of Incorporation for IIOT-OXYS, Inc.

for IIOT-OXYS, Inc.

Articles of Merger dated July 14, 2017

Jersey Certificate of Merger dated October 26, 2017

of Amendment to Articles of Incorporation filed with the Nevada Secretary of State effective January 18, 2021

of Designation for Series B Convertible Preferred Stock

of Designation filed with the Nevada Secretary of State on July 2, 2020

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

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

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

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Stock Incentive Plan

Form of 12% Senior Secured Convertible Note

Amendment No.

of 12% Senior Secured Convertible Note

1 to the 12% Senior Secured Convertible Promissory Note Issued to Sergey Gogin on January 22, 2018

Amendment dated January 28, 2021 to Senior Secured Convertible Promissory Note with Sergey Gogin

Amendment dated December 14, 2021 to Senior Secured Convertible Promissory Note with Sergey Gogin

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

Amendment No.

dated January 28, 2021 to Senior Secured Convertible Promissory Note with Sergey Gogin

dated December 14, 2021 to Senior Secured Convertible Promissory Note with Sergey Gogin

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

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

Form of Securities Purchase Agreement

Form of Security and Pledge Agreement

Form of Warrant

Amendment No.

of Securities Purchase Agreement

of Security and Pledge Agreement

1 to the Warrant Agreement Issued to Sergey Gogin on January 22, 2018

Form of 12% Senior Secured Convertible Note

Amendment No.

of 12% Senior Secured Convertible Note

1 to Senior Secured Convertible Promissory Note with Catalytic Capital LLC

Amendment dated January 28, 2021 to Senior Secured Convertible Promissory Note with Catalytic Capital, LLC

Amendment No.

dated January 28, 2021 to Senior Secured Convertible Promissory Note with Catalytic Capital, LLC

1 to Senior Secured Convertible Promissory Note with YVSGRAMORAH LLC

Amendment dated January 28, 2021 to Senior Secured Convertible Promissory Note with YVSGRAMORAH LLC

Amendment dated December 14, 2021 to Senior Secured Convertible Promissory Note with YVSGRAMORAH LLC

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

Amendment No.

dated January 28, 2021 to Senior Secured Convertible Promissory Note with YVSGRAMORAH LLC

dated December 14, 2021 to Senior Secured Convertible Promissory Note with YVSGRAMORAH LLC

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

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

Form of Securities Purchase Agreement

Form of Security and Pledge Agreement

Form of Warrant

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

of Securities Purchase Agreement

of Security and Pledge Agreement

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

Convertible Secured Note with Cambridge MedSpace, LLC dated January 22, 2019

Security Agreement with Cambridge MedSpace, LLC dated January 22, 2019

Warrant Agreement with Cambridge MedSpace, LLC dated January 22, 2019

Securities Purchase Agreement with Vidhyadhar Mitta dated August 2, 2019

Agreement with Cambridge MedSpace, LLC dated January 22, 2019

Purchase Agreement with Vidhyadhar Mitta dated August 2, 2019

Convertible Secured Note with Vidhyadhar Mitta dated August 2, 2019

Amendment No.

1 to the 12% Secured Convertible Promissory Note dated effective August 2, 2021 with Vidhyadhar Mitta

Amendment No.

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

Amendment No.

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

Security Agreement with Vidhyadhar Mitta dated August 2, 2019

Warrant Agreement with Vidhyadhar Mitta dated August 2, 2019

Warrant Agreement with Vidhyadhar Mitta dated September 6, 2019

Warrant Agreement with Vidhyadhar Mitta dated October 16, 2019

Equity Financing Agreement dated November 1, 2021 with GHS Investments, LLC

Registration Rights Agreement dated November 1, 2021 with GHS Investments, LLC

Agreement with Vidhyadhar Mitta dated August 2, 2019

Agreement with Vidhyadhar Mitta dated September 6, 2019

Agreement with Vidhyadhar Mitta dated October 16, 2019

Financing Agreement dated November 1, 2021 with GHS Investments, LLC

Rights Agreement dated November 1, 2021 with GHS Investments, LLC

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

Extension No.

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

Amendment No.

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

Amendment No.

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

Extension No.

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

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

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

Collaboration

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

Fee Agreement dated August 17, 2023 with J.H.

Darbie & Co., Inc.

Debt Forgiveness Agreement with Clifford L.

Forgiveness Agreement with Clifford L.

Emmons effective as of December 31, 2019

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

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

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

Exchange Agreement Dated November 9, 2020 with Clifford L.

Exchange Agreement Dated November 9, 2020 with Vidhyadhar Mitta

Exchange Agreement Dated November 9, 2020 with Karen McNemar

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

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

Employment Contract dated Effective April 1, 2022 with Karen McNemar

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

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

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

Agreement Dated November 9, 2020 with Clifford L.

Agreement Dated November 9, 2020 with Vidhyadhar Mitta

Agreement Dated November 9, 2020 with Karen McNemar

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

Contract dated Effective April 1, 2022 with Clifford L.

Contract dated Effective April 1, 2022 with Karen McNemar

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

Code of Ethics

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

List of Subsidiaries

Rule 13a-14(a) Certification by Principal Executive Officer

Rule 13a-14(a) Certification by Principal Financial and Accounting Officer

Section 1350 Certification of Principal Executive Officer

Section 1350 Certification of Principal Financial and Accounting Officer

3 to the 12% Secured Convertible Promissory Note dated effective August 2, 2024 with Vidhyadhar Mitta

Securities Purchase Agreement dated October 3, 2024 with GHS Investments, LLC

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

of Subsidiaries

Rule 13a-14(a)

Certification by Principal Executive Officer

Rule 13a-14(a)

Certification by Principal Financial and Accounting Officer

Certification of Principal Executive Officer

Certification of Principal Financial and Accounting Officer

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101)

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data

File (formatted in iXBRL, and included in exhibit 101)

_________________

*Management contract or compensatory plan or arrangement.

Item 16 Form 10-K Summary

Form 10-K Summary.

SIGNATURE PAGE FOLLOWS

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d)

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

IIOT-OXYS, INC.

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(Principal Executive Officer)

April 30 , 2025

/s/ Karen McNemar

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(Principal Financial and Accounting Officer)

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and

in the capacities and on the date indicated.

Pursuant to the requirements of Section 13 or 15(d)

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in

the capacities and on the date indicated.

/s/ Clifford L.

Director and Chief Executive Officer (Principal Executive Officer)

July 3 , 2024

April 30, 2025

/s/ Karen McNemar

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Interim Chief Financial Officer (Principal Financial and Accounting Officer

July 3 , 2024

April 30, 2025

/s/ Vidhyadhar Mitta

July 3 , 2024

April 30, 2025

Vidhyadhar Mitta

INDEX TO FINANCIAL STATEMENTS

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

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

Report of Independent Registered Public Accounting Firm for the year ended December 31, 2024 and 2023

Audited Consolidated Balance Sheets at December 31, 2024 and 2023

Audited Consolidated Statements of Operations for the years ended December 31, 2024 and 2023

Audited Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2023 and 2022

Audited Consolidated Statements of

Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2024 and 2023

Audited Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

Notes to Audited Consolidated Financial Statements

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

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

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We have audited the accompanying consolidated

balance sheet of IIOT-OXYS, Inc.

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

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

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

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

generally accepted in the United States of America.

balance sheets of IIOT-OXYS, Inc.

(“the Company”) as of December 31, 2024, and 2023, and the related consolidated statements

of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2024,

and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2024, and 2023 and the results of its operations and

its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally

accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements

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

As discussed in Note 1 to the consolidated financial statements,

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

These factors, among others, raise substantial

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

The accompanying financial statements have been

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

As discussed in Note 1 to the financial statements, the Company has

an accumulated deficit, continuing operating losses, and a working capital deficit.

These factors, among others, raise substantial doubt

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

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

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

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

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

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

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

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

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

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

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

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

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

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Accordingly, we express no such opinion.

Our audit included performing procedures to assess

Our audits included performing procedures to assess

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

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

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

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

the overall presentation of the financial statements.

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

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

Critical Audit Matters

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Complex Equity Transactions

As discussed in Note 9, the Company

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

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

to fair value measurements.

Calculations and accounting for these features require management’s

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

used in the selected valuation model.

As discussed in Note 5 and Note 8, the

Company has outstanding Series B and Series C Convertible Preferred Stock that is required to be analyzed pursuant to ASC 815, Derivatives

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

to make assumptions related to fair value measurements.

Calculations and accounting for these features require management’s judgments

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

in the selected valuation model.

How We Addressed the Matter

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and related disclosures.

& Associates II, PLLC – PCAOB ID # 5525

Fruci & Associates II , PLLC – PCAOB ID #0 5525

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

Spokane, Washington

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and

Stockholders of IIOT-OXYS, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheet of IIOT-OXYS, Inc.

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

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

the financial statements).

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

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

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

Consideration of the Company’s Ability

to Continue as a Going Concern

The accompanying consolidated financial statements

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

As more fully described in Note 1 to the consolidated financial

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

These factors raise substantial

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

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

in Note 1 to the consolidated financial statements.

The consolidated financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management.

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

statements based on our audit.

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

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

federal securities laws and the applicable

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

We conducted our audit in accordance with the

standards of the PCAOB.

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

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

The Company is not required to have, nor were we

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

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

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

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

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

to those risks.

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

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

the overall presentation of the consolidated financial statements.

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

/s/ Haynie & Company

Haynie & Company

Salt Lake City, Utah

April 30, 2025

We began serving as the Company’s auditors

We became the predecessor auditor in 2023.

IIOT-OXYS, Inc.

and Subsidiaries

Consolidated Balance Sheets

Balance Sheets

December 31, 2024

5 unchanged sentences

Total Current Assets

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

Intangible assets, net

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Deferred revenue

Unearned interest

Notes payable - current

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Commitments and Contingencies (Note 4)

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

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

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

Series B Convertible

Preferred Stock, 600

shares designated, $ 0.001

Par Value, $ 1,200

stated value;

shares and 516

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

Liquidation preference of $ 694,800

and $ 619,200

at December 31, 2024 and 2023, respectively

Series C Convertible Preferred Stock, 5,000

shares designated, $ 0.001

Par Value, $ 1,200

stated value;

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

Liquidation preference of $ 68,400

at December 31, 2024 and 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 December 31, 2023 and 2022, respectively

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

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

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Total Liabilities and Stockholders' Equity

The accompanying notes are an integral part of

these consolidated financial statements.

IIOT-OXYS, Inc.

The accompanying notes

are an integral part of these consolidated financial statements.

and Subsidiaries

Consolidated Statements of Operations

Statements of Operations

For The Year Ended December 31,

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Other Income (Expense)

Gain (Loss) on change in FMV of derivative liability

Gain (Loss) on derivative

Loss on change in FMV of derivative liability

Loss on derivatives

Interest income

3 unchanged sentences

( 1,067,929 )

( 1,024,227 )

Provision for Income Tax

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

The accompanying notes are an integral part of

these consolidated financial statements.

IIOT-OXYS, Inc.

The accompanying notes are an integral part of these consolidated

financial statements.

and Subsidiaries

Consolidated Statements of Stockholders' Equity

For the Years Ended December 31, 2023 and 2022

Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Total Stockholders' Equity (Deficit)

Consolidated Statements of Stockholders' Equity (Deficit)

Paid-In Capital

Stockholders' Equity (Deficit)

Balance - December 31, 2022

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Common stock issued for services

Common stock issued for conversion of convertible note payables

Beneficial Conversion Feature Associated with Discounts

Common stock issued for settlement of accrued interest on note payable

Common stock issued for conversion of convertible note payable

Loss on extinguishment of notes payable

( 1,136,460 )

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( 2,623,264 )

Common stock issued for financing commitments

Common stock issued for conversion of convertible note payable

Sales commissions paid on capital raise

Common stock issued for services

Common stock issued for settlement of accrued interest on note payable

Common stock issued for conversion of convertible note payables

Loss on extinguishment of notes payable

( 1,136,460 )

Balance - December 31, 2024

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$ ( 3,347,179 )

The accompanying notes are an integral part of

these consolidated financial statements.

IIOT-OXYS, Inc.

The accompanying notes are an

integral part of these consolidated financial statements.

and Subsidiaries

Consolidated Statements of Cash Flows

Statements of Cash Flows

For the Year Ended December 31,

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$ ( 1,136,460 )

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

Adjustments to reconcile net loss to net cash 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

Loss on change in FMV of derivatives

Loss on extinguishment of notes payable

Changes in Operating Assets and Liabilities

Decrease (increase) in accounts receivable

Decrease in accounts receivable

Decrease in prepaid expenses and other current assets

Increase (decrease) in accounts payable

Increase in accounts payable

Increase in accrued liabilities

Increase in derivative liability

(Decrease) increase in unearned interest

(Decrease) in deferred revenue

Decrease in unearned interest

Increase in shares payable to related parties

Increase (decrease) in salaries payable to

related parties

Net Cash Used by Operating Activities

Increase in salaries payable to related parties

Net Cash Used in Operating Activities

Cash Flows from Investing Activities

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Cash received from sale of common stock, net

Proceeds from sale of Series B Preferred Stock

Cash received from sale of Series B Preferred Stock

Cash payments of offering costs

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

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Supplemental Disclosures of Non-Cash Investing and Financing Activities

Discount on notes payable

Conversion of convertible notes payable and derivative liabilities

Deferred financing cost on notes payable

Discount on Series B Convertible Preferred Stock

The accompanying notes are an integral part of

these consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial

IIOT-OXYS, Inc.

8 unchanged sentences

IIOT-OXYS, Inc., incorporated in Nevada on July 6,

6, 2017, (the “ Company ”) was established for the purpose of designing, building, testing, and selling Edge Computing

Systems for the Industrial Internet.

2017, (the “ Company ”) was established for the purpose of designing, building, testing, and selling Edge Computing Systems

for the Industrial Internet.

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

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reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation.

Certain prior

year balances are reclassified to conform with current year balances for presentation purposes, resulting in no change in assets, liabilities

and stockholders’ equity.

Principles of Consolidation

2 unchanged sentences

and HereLab, Inc.

All significant intercompany balances and transactions have been eliminated.

Reclassifications

Certain amounts in the prior periods presented

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

These reclassifications have no effect on previously

reported net income.

HereLab, Inc.

currently is a non-operating entity and has no significant transactions.

All significant intercompany

balances and transactions have been eliminated.

Use of Estimates

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The Company regularly evaluates estimates and assumptions related to the valuation of accounts payable, accrued

liabilities and payable to related party.

liabilities and payable to related parties.

The Company bases its estimates and assumptions on current facts, historical experience and

5 unchanged sentences

Going Concern

The accompanying financial statements have been

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

As shown in the accompanying financial statements, the Company has

suffered continuing operating losses and reported a net loss of $ 1,136,460 for the year ended December 31, 2023, used cash flows in operating

activities of $ 146,564 and has recorded an accumulated deficit of $ 10,443,597 as of December 31, 2023.

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 financial statements do not include any adjustments to reflect the recoverability

The accompanying consolidated financial statements

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

As shown in the accompanying financial statements, the

Company has suffered continuing operating losses, has a working capital deficit of $ 2,477,428 , net loss incurred for the year ended December

31, 2024 of $ 764,655 , and has an accumulated deficit of $ 11,208,252 as of December 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 consolidated 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

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Management believes that the Company will be able

to achieve a satisfactory level of liquidity to meet the Company’s obligations for the next 12 months by generating cash through

to achieve a satisfactory level of liquidity to meet the Company’s obligations for the next twelve months by generating cash through

additional borrowings and/or sale of equity securities, as needed.

4 unchanged sentences

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

The following summary of significant accounting

policies of the Company is presented to assist in the understanding of the Company’s financial statements.

These accounting policies

conform to GAAP in all material respects and have been consistently applied in preparing the accompanying financial statements.

The following summary of the significant

accounting policies of the Company is presented to assist in the understanding of the Company’s financial statements.

accounting policies conform to the generally accepted accounting principles (the “GAAP”) in all material respects and

have been consistently applied in preparing the accompanying consolidated financial statements.

Cash and Cash Equivalents

The Company considers all highly liquid

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

The Company reported a cash

balance of $ 644

as of December 31, 2023 and 2022, respectively.

Customer Concentration

For the year ended December 31, 2023, 100 %

of revenue was derived from sales to one customer.

For the year ended December 31, 2022, 100 %

of the revenues were derived from sales to two customers.

Accounts Receivable and Allowance for Doubtful

Trade accounts receivable are carried at

original invoice amount less an estimate made for doubtful accounts.

The Company determines the allowance for doubtful accounts by

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

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

Trade accounts receivable are

written off when deemed uncollectible.

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

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

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

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

Long-Lived Assets

The Company regularly reviews the carrying value

and estimated lives of its long-lived assets to determine whether indicators of impairment may exist that warrant adjustments to the carrying

value or estimated useful lives.

The determinants used for this evaluation include management’s estimate of the asset’s ability

to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets

to the Company’s business objectives.

Definite-lived intangible assets are amortized

on a straight-line basis over the estimated periods benefited and are reviewed when appropriate for possible impairment.

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

reported a cash balance of $ 23,593 and $ 644 as of December 31, 2024 and 2023, respectively.

Receivable and Allowance for Doubtful Accounts

Trade accounts

receivable are carried at original invoice amount less an estimate made for doubtful accounts.

The Company determines the allowance for

doubtful accounts by identifying potential troubled accounts and by using historical experience and future expectations applied to an

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

Trade accounts

receivable are written off when deemed uncollectible.

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

when received.

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

– Credit Losses during 2023 which has no impact on the financial statements as of December 31, 2024.

There was no allowance

for doubtful accounts as of December 31, 2024 and 2023, respectively.

regularly reviews the carrying value and estimated lives of its long-lived assets to determine whether indicators of impairment may exist

that warrant adjustments to the carrying value or estimated useful lives.

The determinants used for this evaluation include management’s

estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as

the strategic significance of the assets to the Company’s business objectives.

Definite-lived

intangible assets are amortized on a straight-line basis over the estimated periods benefited and are reviewed when appropriate for possible

Basic and Diluted Earnings (Loss) Per Common Share

The Company computes earnings (loss) per share

in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”), ASC 260, “ Earnings

ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the

income statement.

Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average

number of shares outstanding (denominator) during the period.

Diluted EPS gives effect to all dilutive potential common shares outstanding

during the period using the treasury stock method and convertible note and preferred stock using the if-converted method.

diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise

of stock options or warrants.

The Company computes earnings (loss) per share in

accordance with Financial Accounting Standards Board Accounting Standards Codification (“ ASC ”), ASC 260, “ Earnings

ASC 260 requires presentation of both basic and diluted earnings per share (“ EPS ”) on the face

of the income statement.

Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted

average number of shares outstanding (denominator) during the period.

Diluted EPS gives effect to all dilutive potential common shares

outstanding during the period using the treasury stock method and convertible note and preferred stock using the if-converted method.

In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from

the exercise of stock options or warrants.

Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

Revenue Recognition

The Company recognize revenues when the products

The Company recognizes revenue 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

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.

Identification of performance obligations in the contract.

Identification of the performance obligations in the contract.

Determination of contract price.

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

Advance payments received from customers for products

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

The Company has elected to treat shipping and

handling activities as cost of sales.

The Company used a practical expedient available under

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

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

the transaction price to the satisfied and unsatisfied performance obligations.

The Company has elected to treat shipping and handling

activities as the cost of sales.

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

Concentration of Credit Risk

Financial instruments that potentially expose

the Company to concentrations of risk consist primarily of cash and cash equivalents which are generally not collateralized.

Financial instruments that potentially expose the

Company to concentrations of risk consist primarily of cash and cash equivalents which are generally not collateralized.

The Company’s

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At December 31, 2024 and

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

Fair Value of Financial Instruments and

Fair Value Measurements

ASC 820, “ Fair Value Measurements and

Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring

ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used

to measure fair value.

A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of

input that is significant to the fair value measurement.

ASC 820 prioritizes the inputs into three levels that may be used to measure

2023, the Company had no amounts in excess of the FDIC insurance limit.

Fair Value of Financial Instruments and Fair

Value Measurements

ASC 820, “ Fair Value Measurements and Disclosures”, requires

an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

ASC 820 establishes

a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value.

instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair

value measurement.

ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 applies to assets or liabilities for which

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

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

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

The Company’s consolidated financial instruments

consist principally of cash, accounts receivable, prepaid expenses, note receivable, accounts payable, accrued liabilities, notes payable

and related parties payable.

The Company believes that the recorded values of all the financial instruments approximate their current

fair values because of their nature and respective maturity dates or durations.

The Company accounts for income taxes using the

asset and liability method in accordance with ASC 740, “ Income Taxes” .

The asset and liability method provide that

deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial

reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards.

Deferred tax assets and liabilities

are measured using the currently enacted tax rates and laws.

The Company records a valuation allowance to reduce deferred tax assets to

the amount that is believed more likely than not to be realized.

The Company follows the provisions of ASC 740-10,

“ Accounting for Uncertain Income Tax Positions .” When tax returns are filed, it is highly certain that some positions

taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position

taken or the amount of the position that would be ultimately sustained.

In accordance with the guidance of ASC 740-10, the benefit of

a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes

it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes,

consist principally of cash, accounts receivable, prepaid expenses, accounts payable, accrued liabilities, notes payable and related parties

The Company believes that the recorded values of all the financial instruments approximate their current fair values because

of their nature and respective maturity dates or durations.

accounts for income taxes using the asset and liability method in accordance with ASC 740, “ Income Taxes” .

and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary

differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards.

Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws.

The Company records a valuation allowance

to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

follows the provisions of ASC 740-10, “ Accounting for Uncertain Income Tax Positions .” When tax returns are filed,

it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject

to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained.

In accordance

with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based

on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including

the resolution of appeals or litigation processes, if any.

Tax positions taken are not offset or aggregated with other positions.

Tax positions that meet the more-likely-than-not recognition

threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with

the applicable taxing authority.

The portion of the benefits associated with tax positions taken that exceeds the amount measured as described

above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any

associated interest and penalties that would be payable to the taxing authorities upon examination.

Convertible Debt and Convertible Preferred

When the Company issues convertible debt or convertible

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

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

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

A conversion feature of a convertible debt instrument

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

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

and Hedging .

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

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

readily convertible to cash.

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

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

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

Effective January 1, 2022, we early adopted

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

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

Accounting for Convertible Instruments and Contracts in

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

ASU 2020-06 simplifies the accounting for

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

Options , for convertible instruments.

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

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

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

Consequently, a

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

require bifurcation and recognition as derivatives.

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

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

account for our Convertible Notes as single liabilities measured at amortized cost.

As a result, the adoption of the guidance had a

material impact on the consolidated financial statements and accompanying notes, resulting in adjustments of $371,125, $313,976 and

$57,149 to the opening balance of additional paid-in capital, retained earnings, and long-term debt, respectively, as of January 1,

We have updated our debt note (Note 5) with additional and modified disclosures as required by the standard upon

positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than

50 percent likely of being realized upon settlement with the applicable taxing authority.

The portion of the benefits associated with

tax positions taken that exceed the amount measured as described above should be reflected as a liability for unrecognized tax benefits

in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities

upon examination.

Debt and Convertible Preferred Stock

When the Company

issues convertible debt or convertible preferred stock, it first evaluates the balance sheet classification of the convertible instrument

in its entirety to determine whether the instrument should be classified as a liability under ASC 480, Distinguishing Liabilities

from Equity , and second whether the conversion feature should be accounted for separately from the host instrument.

A conversion feature

of a convertible debt instrument or certain convertible preferred stock would be separated from the convertible instrument and classified

as a derivative liability if the conversion feature, were it a standalone instrument, meets the definition of an “embedded derivative”

in ASC 815, Derivatives and Hedging .

Generally, characteristics that require derivative treatment include, among others, when

the conversion feature is not indexed to the Company’s equity, as defined in ASC 815-40, or when it must be settled either in cash

or by issuing stock that is readily convertible to cash.

When a conversion feature meets the definition of an embedded derivative, it

would be separated from the host instrument and classified as a derivative liability carried on the consolidated balance sheet at fair

value, with any changes in its fair value recognized currently in the consolidated statements of operations.

January 1, 2022, the Company early adopted ASU 2020-06, “ Debt—Debt with Conversion and Other

Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own

Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” using

the modified retrospective method of adoption.

ASU 2020-06 simplifies the accounting for convertible instruments by removing certain

separation models in Subtopic 470- 20, Debt—Debt with Conversion and Other Options , for convertible instruments.

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

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

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

Consequently, a convertible debt instrument will be

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

as derivatives.

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

the coupon interest rate when applying the guidance in Topic 835, Interest .

The Company accounts for its Convertible

Notes as single liabilities measured at amortized cost.

As a result, the adoption of the guidance had a material impact on the

consolidated financial statements and accompanying notes, resulting in adjustments of $371,125, $313,976 and $57,149 to the opening

balance of additional paid-in capital, retained earnings, and long-term debt, respectively, as of January 1, 2022.

The Company has

updated its debt note (Note 5) with additional and modified disclosures as required by the standard upon adoption

Segment Information

The Company’s Chief Executive Officer

(“CEO”) is our chief operating decision maker (“CODM”) and evaluates performance and makes operating

decisions about allocating resources based on financial data presented on a consolidated basis.

Because our CODM evaluates financial

performance on a consolidated basis, the Company has determined that it operates as a single reportable segment composed of the

financial results of IIOT-OXY, Inc.

(see Note 9 ).

Recent Accounting Pronouncements

December 2023, the FASB issued ASU No.

In 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.

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

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 adopted the ASU 2023-09 as of January 1, 2024 and it did not have an impact of the adoption of

ASU 2023-09 on its consolidated financial statements.

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment

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

through enhanced disclosures about significant segment expenses.

The disclosures requirements included in ASU 2023-07 are required

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

ASU 2023-07 is effective for annual periods beginning

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

The Company is currently evaluating the

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

NOTE 3 - NOTE RECEIVABLE

On April 4, 2022, the Company issued an unsecured

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

Province of British Columbia.

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

The interest on the

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

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

conversion date.

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

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

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

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

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

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

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

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

The Company recorded interest income earned on

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

The Company amortized the discount on note

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

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

2022, respectively.

The noteholder is in default of paying $20,000

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

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

Note as of December 31, 2023.

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 adopted the ASU 2023-07 and it did not have an impact on its consolidated financial statements.

NOTE 3 – INTANGIBLE ASSETS

The Company’s intangible assets comprise

of intellectual property revolving around their field tests, sensor integrations, and board designs.

The Company’s intangible assets comprise of

intellectual property revolving around their field tests, sensor integrations, and board designs.

Intangible assets, net of amortization

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

amounted to $ 149,449 and $ 199,085 at December 31, 2024 and December 31, 2023, respectively.

Schedule of intangible assets

December 31, 2023

December 31, 2022

Intangible Assets

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The Company determined that none of its intangible

assets were impaired at December 31, 2023 and 2022, respectively.

assets were impaired as of December 31, 2024 and 2023, 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 $ 49,500 and $ 49,500 for the

years ended December 31, 2023 and 2022, respectively.

The amortization expense of finite-lived intangibles was $ 49,636 and $ 49,500 for

the years ended December 31, 2024 and 2023, respectively.

The following table summarizes the Company’s

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

Schedule of future amortization

Schedule of estimated future amortization expense of intangible assets

NOTE 4 – COMMITMENTS AND CONTINGENCIES

In prior years, the Company entered into consulting

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

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

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

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

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

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

of December 31, 2023 and 2022, respectively.

In the event that the agreement is terminated

by either party pursuant to the terms of the agreement, all unvested shares which have been earned shall vest on a pro-rata basis as of

the effective date of the termination of the agreement and all unearned, unvested shares shall be terminated.

The value of the shares

was assigned at fair market value on the effective date of the agreement and the pro-rata number of shares earned was calculated and amortized

at the end of each reporting period.

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

respectively.

In the event that the agreement is terminated by either

party pursuant to the terms of the agreement, all unvested shares which have been earned shall vest on a pro-rata basis as of the effective

date of the termination of the agreement and all unearned, unvested shares shall be terminated.

The value of the shares was assigned at

fair market value on the effective date of the agreement and the pro-rata number of shares earned was calculated and amortized at the

end of each reporting period.

On March 18, 2022, the Company adopted 2022 Stock

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

Pursuant to the terms

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

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

Pursuant to the terms of the 2022

Plan, 8,100,000 shares of common stock were vested, and 3,100,000 shares were issued as of December 31, 2024 and 2023, respectively.

Employment Agreement – CEO

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 the 90% of the fair value

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

has recorded $ 199,053

and $ 142,424

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 $ 279,352 and $ 199,053

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

Employment Agreement – COO/Interim CFO

On June 2, 2022, the Board approved an

Employment Agreement with the COO/Interim CFO dated effective April 1, 2022, whereby, the officer 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.

On June 2, 2022, the Board approved an Employment

Agreement with the COO/Interim CFO dated effective April 1, 2022, whereby, the officer 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 $1,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $150,000 commencing the following

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 COO/Interim CFO an aggregate of 7,000,000

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

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

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

shares on April 1, 2025.

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

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

The Company recorded $ 181,526

and $ 121,092

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

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,

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 $ 263,041 and $ 181,526 in salaries payable to the COO/Interim CFO as of December 31, 2024 and 2023, respectively.

NOTE 5 – CONVERTIBLE NOTES PAYABLE

The following table summarizes the outstanding

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

Schedule of convertible notes payable

December 31, 2023

December 31, 2022

Convertible note payable to an investor with interest at 12%

per annum, convertible at any time into shares of common stock at the lowest VWAP of $0.001 per share on December 31, 2023.

of principal and accrued and unpaid interest is payable on maturity on March 1, 2024, unless automatically extended for one-year

periods if no Event of Default is existing.

The following table summarizes the outstanding balance

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

Schedule of outstanding

balance of convertible notes payable

Convertible note payable to an investor with interest at 12% per annum, convertible at any time into shares of common stock at the lowest VWAP or $0.001 per share.

The balance of principal and accrued and unpaid interest is payable on maturity on March 1, 2026.

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

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

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

Interest is payable annually with the balance of principal and interest

due on maturity on March 1, 2024.

Convertible note payable to an investor with interest at 5% per annum, convertible at any time into shares of common stock at $0.00084 per share.

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

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

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

at any time into shares of common stock at the lowest VWAP of $0.001 per share on December 31, 2023.

The balance of principal and

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

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 or $0.001 per share.

The balance of principal and accrued and unpaid interest is payable on maturity on March 1, 2026.

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.

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, 2025.

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

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

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

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.

Note was issued as payment for future

fees to be incurred under the related Equity Financing Agreement.

Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.0006 per share.

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

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

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

Less deferred financing costs

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

Less current portion

Long term portion

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

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

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

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

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

On July 21, 2023, the noteholder of Note A agreed to extend the maturity date to March 1, 2024 , and Note A convertible into shares of

common stock on December 31, 2023 at the lowest VWAP of $0.001 per share during the look back period, provided:

January 18, 2018 Convertible Note (“Note

On March 14, 2022, the noteholder of Note A

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

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

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

waived through maturity.

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

Note A was automatically extended for a one-year term to March

1, 2026 unless written notice of objection was provided by the noteholder.

The Note A is convertible into shares of common

stock at the lowest closing VWAP of the share price or $0.001 per share during the look back period of 10 days prior to the

conversion date, 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.

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

All other terms and conditions of the convertible

promissory note remain the same.

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

noteholder, by the Company prior to the date hereof.

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

to the noteholder of Note A by the Company prior to the date hereof.

The Company recorded interest expense of $ 24,600

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

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

as of December 31, 2023 and 2022, respectively.

The principal balance payable on Note A amounted

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

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

Effective March 1, 2021, the noteholder of Note

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.

The Company recorded interest expense of

The Company recorded interest expense of $ 24,667 and

$ 24,600 for the years ended December 31, 2024 and 2023, respectively.

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

interest payable on Note B totaled $ 13,592

as of December 31, 2023 and 2022, respectively.

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

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

The principal balance payable on Note B amounted

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

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

Accrued interest payable on Note A was $ 209,135 and $ 184,468 as

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

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

2024 and 2023, respectively.

January 2019 Convertible Note (“Note B”)

Effective March 1, 2021, the noteholder of Note 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 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 noteholder B as evidenced by the Convertible Note, and for no additional consideration, the Company agreed to

issue to 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 $ 693 and

$ 2,750 for the years ended December 31, 2024 and 2023, respectively.

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

interest payable on Note B totaled $ 0 and $ 13,592 as of December 31, 2024 and 2023, respectively.

The principal balance payable on Note

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

March 2019 Convertible Note

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

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

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

into shares of common stock at December 31, 2023 at the lowest VWAP of $0.001 per share during the look back period (see Note A above”).

The Company recorded interest expense of

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

Accrued interest payable on Note D was $ 26,698

as of December 31, 2023 and 2022, respectively.

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

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

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

at December 31, 2023 and 2022, respectively.

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

On July 21, 2023, the noteholder of Note D agreed to extend the maturity date to March 1, 2024 and then Note D was automatically extended

for a one-year term to March 1, 2026 unless written notice of objection was provided by the noteholder.

The Note D is convertible into

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

The Company recorded interest expense of $ 6,016 and

$ 6,000 for the year ended December 31, 2024 and 2023, respectively.

Accrued interest payable on Note D totaled $ 32,714 and $ 26,697 at

December 31, 2024 and 2023, respectively.

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

Convertible Note (“Note E”)

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

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.

to extend the maturity date of the Senior Secured Convertible Promissory Note to August 2, 2025 for no additional consideration.

terms and conditions of the Note E remained the same.

The Company recorded interest expense of $ 15,941

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

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

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

and $ 15,000 on Note E for the year ended December 31, 2024 and 2023, respectively.

Accrued interest payable on Note E was $ 78,731

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

This note is payable to a related party.

The principal balance payable on Note

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

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

On April 29, 2022, the noteholder of Note F

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

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

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

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

of accrued interest into 17,837,838

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

Per the terms of Note F, the conversion rate

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

On April 27, 2023, the noteholder of Note F converted the remaining principal balance of $ 7,353

and accrued interest of $ 71

into 4,949,507

shares of common stock of the Company at the lowest traded price of $0.0015 on April 21, 2023.

The Company recorded interest expense of $ 829

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

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

31, 2023 and 2022, respectively.

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

respectively.

July 2020 Equity Financing Arrangement (“Note G”)

The principal balance payable on

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

July 2020 Equity Financing Arrangement

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

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All other terms and conditions of the Note G

remain the same.

On October 1, 2023, the noteholder G

converted $ 18,000

of accrued interest into 20

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

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

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

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

of principal and $ 7,863

of accrued interest into 20

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

on November 6, 2023.

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

of principal and $ 1,125

of accrued interest into 20

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

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

The Company recorded interest expense of $ 11,148

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

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

as of December 31, 2023 and 2022, respectively.

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

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

The principal balance payable of Note G amounted

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

remained the same.

During the year ended December 31, 2024, the noteholder

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

The Company recorded interest expense on Note G $ 1,123

and $ 9,748 for the years ended December 31, 2024 and 2023, respectively.

Accrued interest payable on Note G was $ 1,123 and $ 0 as of December

31, 2024 and 2023, respectively.

The principal balance payable of Note G amounted to $ 13,942 and $ 58,988 at December 31, 2024 and 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 years ended December 31, 2023 and 2022:

Schedule of earnings per share

The following table sets forth the computation of

basic and diluted net loss per share of common stock for the years ended December 31, 2024 and 2023, respectively:

Schedule of computation

of basic and diluted net loss per share of common stock

For the Year Ended December 31,

Net loss attributable to common stockholders (basic)

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Net loss per share attributable to common stockholders, basic and diluted

Basic net loss per share is calculated by dividing

net loss by the weighted-average number of common shares outstanding during the period.

Diluted net loss per share is computed by dividing

net loss by the weighted-average number of common shares and common share equivalents outstanding for the period.

Common stock equivalents

are only included when their effect is dilutive.

The Company’s potentially dilutive securities which include stock options, convertible

debt, convertible preferred stock and common stock warrants have been excluded from the computation of diluted net loss per share as they

would be anti-dilutive.

For all periods presented, there is no difference in the number of shares used to compute basic and diluted shares

outstanding due to the Company’s net loss position.

Basic net loss per share is calculated by

dividing net loss by the weighted average number of common shares outstanding during the period.

Diluted net loss per share is

computed by dividing net loss by the weighted-average number of common shares and common share equivalents outstanding for the

Common stock equivalents are only included when their effect is dilutive.

The Company’s potentially dilutive

securities which include stock options, convertible debt, convertible preferred stock and common stock warrants have been excluded

from the computation of diluted net loss per share as they would be anti-dilutive.

For all periods presented, there is no difference

in the number of shares used to compute basic and diluted shares outstanding due to the Company’s net loss position.

The following outstanding common stock equivalents

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Warrants to purchase common stock

Potentially issuable shares related to convertible notes payable

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 December 31, 2023 and 2022, the amount due

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

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.

At December 31, 2024 and 2023, respectively, the

amount due to two stockholders was $ 1,000 relating

to depositing funds for opening bank accounts for the Company.

The Company leases its current office facility from these stockholders

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

Rent expense totaled $ 3,000

for each of the years ended December 31, 2024 and 2023, respectively.

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

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

The Company executed a convertible promissory

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

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

The Company has recorded $ 3,000

as rent payable to the stockholder in accounts payable as of December 31, 2024 and 2023, respectively.

In addition, the Company has recorded

a payable to a director of $ 12,000 , and a payable to its officer of $ 1,600 for reimbursable expenses as of December 31, 2024 and 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, 2023.

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 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) and indebted in the principal amount of $ 125,000 and accrued interest payable of $ 63,690 and

notes payable to a director (see Note E) for the principal amount of $ 125,000 and recorded accrued interest payable of $ 78,731 and $ 63,690

as of December 31, 2024 and 2023, respectively.

The Company awarded shares payable to officers

and a director valued at $ 4,441 and $ 13,941 for the years ended December 31, 2023 and 2022, respectively, pursuant to the terms of an

exchange agreement (Note 5).

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

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

NOTE 8 – STOCKHOLDERS' EQUITY

The Company has an authorized capital

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

par value common stock and 10,000,000

shares of $ 0.001 par value preferred

The Company had 470,015,293

shares and 352,174,583 shares of common

stock, and 25,845

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

The Company’s authorized

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

Holders of shares of common stock are entitled

to one vote for each share on all matters to be voted on by the stockholders.

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 December 31, 2024.

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

December 31, 2024 and 2023, respectively.

Holders of shares of common stock are entitled to

one vote for each share on all matters to be voted on by the stockholders.

Holders of common stock do not have cumulative voting rights.

8 unchanged sentences

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

On February 24, 2021, the Company entered into

a Common Stock Purchase Agreement with an investor pursuant to which the investor agreed to purchase up to $5,000,000 of the Company’s

registered common stock at $0.015 per share.

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

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

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

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

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

at any given time.

There are certain conditions precedent to each purchase including, among others, an effective registration statement

in place and the VWAP of the closing price of the Company’s common stock greater than $0.0175 for the Company's common stock during

the five business days prior to the closing.

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

stock for a cash consideration of $ 54,196 .

The Company issued to consultants 3,450,000 shares

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

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

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

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

The shares issued were valued

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

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

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

The shares issued were valued at the

fair value of common stock on the date of issuance.

On October 17, 2023, the Company issued to

noteholder of Note G 20,000,000

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

on the convertible promissory note.

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

On November 14, 2023, the noteholder of Note G

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

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

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

to below par-value issuance of shares.

On December 14, 2023, the noteholder of Note G

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

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

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

to below par-value issuance of shares.

The Company recorded a loss on extinguishment

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

The offset of the loss

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

As a result of all common stock issuances, the

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

On February 24, 2021, the Company entered into a Common

Stock Purchase Agreement with an investor pursuant to which the investor agreed to purchase up to $5,000,000 of the Company’s registered

common stock at $0.015 per share.

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

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

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

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

Each purchase notice

is limited to the investor beneficially owning no more than 4.99% of the total outstanding common stock of the Company at any given time.

There are certain conditions precedent to each purchase including, among others, an effective registration statement in place and the

VWAP of the closing price of the Company’s common stock greater than $0.0175 for the Company's common stock during the five business

days prior to closing.

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

of Note G 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

On December 14, 2017 (the “Effective Date”),

the Board of Directors of the Company approved the 2017 Stock Inventive Plan (the “2017 Plan”).

Awards may be made under the

2017 Plan for up to 4,500,000 shares of common stock of the Company.

All of the Company’s employees, officers and directors, as

well as consultants and advisors to the Company are eligible to be granted awards under the 2017 Plan.

No awards can be granted under

the 2017 Plan after the expiration of 10 years from the Effective Date but awards previously granted may extend beyond that date.

may consist of both incentive and non-statutory options, restricted stock units, stock appreciation rights, and restricted stock awards.

On March 11, 2019 (the “Effective Date”)

the Board of Directors of the Company approved the 2019 Stock Incentive Plan (the “2019 Plan”).

Awards may be made under the

Plan for up to 5,000,000 shares of common stock of the Company.

All of the Company’s employees, officers and directors, as well

as consultants and advisors to the Company are eligible to be granted awards under the 2019 Plan.

No awards can be granted under the Plan

after the expiration of 10 years from the Effective Date but awards previously granted may extend beyond that date.

Awards may consist

of both incentive and non-statutory options, restricted stock units, stock appreciation rights, and restricted stock awards.

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

be made under the 2022 Plan for up to 20,000,000

On December 14, 2017, the Board of Directors of the

Company approved the 2017 Stock Incentive Plan (the “ 2017 Plan ”).

Awards may be made under the 2017 Plan for up to

4,500,000 shares of common stock of the Company.

All of the Company’s employees, officers and directors, as well as consultants

and advisors to the Company are eligible to be granted awards under the 2017 Plan.

No awards can be granted under the 2017 Plan after

the expiration of 10 years from the plan approval, but awards previously granted may extend beyond that date.

Awards may consist of both

incentive and non-statutory options, restricted stock units, stock appreciation rights, and restricted stock awards.

On March 11, 2019, the Board of Directors of the Company

approved the 2019 Stock Incentive Plan (the “ 2019 Plan ”).

Awards may be made under the 2019 Plan for up to 5,000,000

shares of common stock of the Company.

All of the Company’s employees, officers and directors, as well as consultants and advisors

to the Company are eligible to be granted awards under the 2019 Plan.

No awards can be granted under the 2019 Plan after the expiration

of 10 years from the plan approval, but awards previously granted may extend beyond that date.

Awards may consist of both incentive and

non-statutory options, restricted stock units, stock appreciation rights, and restricted stock awards.

On March 18, 2022, the Board of Directors approved

and adopted the 2022 Stock Incentive Plan (the “ 2022 Plan ”).

Awards may be made under the 2022 Plan for up to 20,000,000

shares of common stock of the Company, subject to adjustment as to the number and kind of shares awarded.

Only employees and

directors of the Company or an Affiliated company are eligible to receive Incentive Options under the 2022 Plan.

The Company awarded 7,000,000

shares of the Company’s common stock to an officer and 7,000,000

shares of common stock to a director of the Company (see Note 5), both vesting 1,500,000 shares vesting on the first anniversary on

the date of issuance, 2,500,000 shares vesting on the second anniversary of the date of issuance, and 3,000,000 shares on the third

anniversary of the date of issuance.

Only employees and directors

of the Company or an Affiliated company are eligible to receive Incentive Options under the 2022 Plan.

The Company awarded 7,000,000 shares

of the Company’s common stock to an officer and 7,000,000 shares of common stock to a director of the Company (see Note 4) vesting

1,500,000 shares vesting on the first anniversary on the date of issuance, 2,500,000 shares vesting on the second anniversary of the date

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

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

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

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

The common shares vested

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

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

shares remain unvested as of that date.

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

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

The shares earned

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

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 8,300,000 shares at December 31, 2024, and 3,100,000 shares at December 31, 2023, and the 6,000,000 shares

remain unvested as of December 31, 2024.

For the years ended December 31, 2024 and 2023, the Company recorded $ 3,413 and $ 601 as stock

compensation expense for 4,515,068 shares and 3,000,000 shares, respectively.

6,000,000 shares payable to an officer and a director that

remain unvested as of December 31, 2024.

Total shares payable to an officer, consultant and a director totaled 7,083,562 shares and 2,368,493

shares on December 31, 2024 and 2023, respectively.

Shares earned and issued related to the consulting

agreements are issued under the 2017 Plan and the 2019 Plan (Note 5).

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 December 31, 2023 and 2022 and changes during the year then ended, is presented below:

Schedule of summary of non-vested shares

agreements are issued under the 2017 Stock Incentive Plan, the 2019 Stock Incentive Plan, and the 2022 Stock Incentive Plan (see Note

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 December 31, 2024 and 2023 and changes during the years 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

5 unchanged sentences

Preferred Stock

Series A Supervoting Convertible Preferred

On July 2, 2020, the Board of Directors of the

Corporation had authorized issuance of 15,600 shares of preferred stock, $ 0.001 par value per share, designated as Series A Supervoting

Series A Supervoting Convertible Preferred Stock

On July 2, 2020, the Board of Directors of the Company

authorized the issuance of 15,600 shares of preferred stock, $ 0.001 par value per share, designated as Series A Supervoting Convertible

Preferred Stock.

2 unchanged sentences

Any future terms with respect to dividends shall be determined by

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

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).

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:

5 unchanged sentences

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

With respect to all

matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent ,

the holders of the outstanding shares of Series A Super Voting Preferred Stock shall vote together

with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable

law or the Articles of Incorporation or Bylaws.

With respect to all matters upon which stockholders

are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series A Super Voting

Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate

class voting is required by applicable law or the Articles of Incorporation or Bylaws.

The Company had 25,845 shares of Series A Preferred

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Series B Convertible Preferred Stock Equity

On November 16, 2020, the Board of Directors of

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

On November 16, 2020, the Board of Directors of 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 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 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”).

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 Corporation 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

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 :

The Series B Convertible

Preferred Stock will vote together with the common stock on an as converted basis subject to the Beneficial Ownership Limitations (not

in excess of 4.99% conversion limitation).

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

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

Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to redemption

or distribution of assets upon a Liquidation (as defined in Section 5) senior to, or otherwise pari passu with, the Series b Convertible

Preferred Stock or, authorize or create any class of stock ranking as to dividends senior to, or otherwise pari passu with, the Series

b Convertible Preferred Stock, (c) amend its Articles of Incorporation or other charter documents in any manner that adversely affects

any rights of the Holders, (d) increase the number of authorized shares of Series B Convertible Preferred Stock, or (e) enter into any

agreement with respect to any of the foregoing.

The Series B Convertible Preferred

Stock will vote together with the common stock on an as converted basis subject to the Beneficial Ownership Limitations (not in excess

of 4.99% conversion limitation).

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

Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to redemption or distribution

of assets upon a Liquidation (as defined in Section 5) senior to, or otherwise pari passu with, the Series b Convertible Preferred Stock

or, authorize or create any class of stock ranking as to dividends senior to, or otherwise pari passu with, the Series b Convertible Preferred

Stock, (c) amend its Articles of Incorporation or other charter documents in any manner that adversely affects any rights of the Holders,

(d) increase the number of authorized shares of Series B Convertible Preferred Stock, or (e) enter into any agreement with respect to

any of the foregoing.

Liquidation :

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

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 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.

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

6 unchanged sentences

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

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 :

9 unchanged sentences

November 19, 2020

On November 19, 2020, pursuant to the terms of

a Securities Purchase Agreement dated November 16, 2020 (the “SPA”), the Company entered into a new preferred equity financing

agreement with GHS Investments, LLC (“GHS”) in the amount of up to $600,000.

The SPA provides for GHS’s purchase, from

time to time, of up to 600 shares of the newly-designated Series B Convertible Preferred Stock.

The initial closing under the SPA consisted

of 45 shares of Series B Convertible Preferred Stock, stated value $1,200 per share, issued to GHS for an initial purchase price of $ 45,000 ,

On November 19, 2020, pursuant to the terms of a Securities

Purchase Agreement dated November 16, 2020 (the “SPA”), the Company entered into a new preferred equity financing agreement

with GHS Investments, LLC (“GHS”) in the amount of up to $600,000.

The SPA provides GHS’s purchase, from time to

time, of up to 600 shares of the newly designated Series B Convertible Preferred Stock.

The initial closing under the SPA consisted of

45 shares of Series B Convertible Preferred Stock, stated value $1,200 per share, issued to GHS for an initial purchase price of $ 45,000 ,

or $1,000 per share.

5 unchanged sentences

Preferred Stock to GHS as a commitment fee.

No additional closings may take place after the

two-year anniversary of the SPA, or once the entire $600,000 amount has been funded.

If the average daily dollar trading volume for the

Company’s common stock for the 30 trading days preceding a particular additional closing is at least $50,000 per day, the Company

may, at its option, increase the amount of that additional closing to 75 shares of Series B Convertible Preferred Stock ($75,000).

No additional closing may take place after the two-year

anniversary of the SPA, or once the entire $600,000 amount has been funded.

If the average daily dollar trading volume for the Company’s

common stock for the 30 trading days preceding a particular additional closing is at least $50,000 per day, the Company may, at its option,

increase the amount of that additional closing to 75 shares of Series B Convertible Preferred Stock ($75,000).

The Series B Convertible Preferred Stock is classified

7 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 loss of $ 211 and a gain of $ 21,393 for the years ended December

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

The Company recorded $ 10,080 as preferred stock

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

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

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

Derivative liability payable for this transaction totaled $ 72,667

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

and 2022, respectively.

The Company valued the conversion feature using

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

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

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

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

ranging from 0.13 years to 1.50 years.

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

derivative liability of $ 14,783 and $ 211 for the years ended December 31, 2024 and 2023, respectively.

The Company recorded $ 10,108 and

$ 10,080 as preferred stock dividend expense for the years ended December 31, 2024 and 2023, respectively.

Derivative liability payable

for this transaction totaled $ 87,450 and $ 72,667 at December 31, 2024 and 2023, and Series B Convertible Preferred Stock mezzanine liability

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

The Company valued the conversion feature using the

Black-Scholes option pricing model with the following assumptions:

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

stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.0184, an expected dividend yield of 0%,

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

from 0.13 years to 1.50 years.

December 16, 2020

On December 16, 2020, pursuant to the terms of

the SPA, GHS purchased an additional 85 shares of Series B Convertible Preferred Stock for gross proceeds of $ 85,000 .

On December 16, 2020, pursuant to the terms of the

SPA, GHS purchased an additional 85 shares of Series B Convertible Preferred Stock for gross proceeds of $ 85,000 .

The Company paid $ 1,700

5 unchanged sentences

The Company recalculated the value of the derivative

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

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

The Company recorded

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

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 $ 17,950 and $ 256 for the years ended December 31, 2024 and 2023, respectively.

The Company recorded preferred

stock dividend expense of $ 12,274 and $ 12,240 for the years ended December 31, 2024 and 2023, respectively.

The Company recorded $ 49,497

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

Derivative liability payable for

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

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

The Company valued the conversion feature using

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

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

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

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

ranging from 0.21 years to 1.50 years.

Derivative liability payable for this

transaction totaled $ 106,189 and $ 88,238 at December 31, 2024 and December 31, 2023, and Series B Convertible Preferred Stock mezzanine

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

The Company valued the conversion feature using the

Black-Scholes option pricing model with the following assumptions:

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

stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.0184, an expected dividend yield of 0%,

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

from 0.21 years to 1.50 years.

December 20, 2021

On December 20, 2021, pursuant to the terms of

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

On December 20, 2021, pursuant to the terms of the

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

The Company paid $ 1,000

in selling commissions to complete this financing.

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

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.

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

1 unchanged sentence

The Company recalculated the value of the derivative

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

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

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 $ 10,770 and $ 154 for the years ended December 31, 2024 and 2023, respectively.

In addition, the Company recorded

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

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

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

The Company recorded preferred stock dividend expense of

$ 7,364 and $ 7,344 for the years ended December 31, 2024 and 2023, respectively.

The Company recorded $ 22,273 and $ 14,909 as preferred

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

Derivative liability payable for this transaction totaled $ 63,713

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

and 2023, respectively.

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

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

The Company valued the conversion feature using

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

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 $0.005 the closing

2 unchanged sentences

February 7, 2022

On February 7, 2022, pursuant to the terms of

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

The Company paid

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

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

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

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

liability, and $ 51,000 as amortization.

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

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

the change in fair market value of the derivative liability.

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

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

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

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

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

The Company valued the conversion feature using

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

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 $0.00065 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

On March 24, 2022, pursuant to the terms of the

On February 7, 2022, pursuant to the terms of the

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

1 unchanged sentence

in selling commissions to complete this financing.

On March 24, 2022 (the date of receipt of cash

proceeds of $136,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 328,422 ,

$ 192,422 as day one loss on the derivative, $ 27,200 as interest expense, and $ 27,200 as Series B Convertible Preferred Stock mezzanine

liability, and $ 136,000 as amortization.

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

note and recorded a loss of $ 410 and a gain of $ 187,650 for the years ended December 31, 2023 and 2022, in connection with the change

in fair market value of the derivative liability.

In addition, the Company recorded preferred stock dividend expense of $ 19,584 and $ 15,131

for the years ended December 31, 2023 and 2022.

Preferred stock dividend payable to GHS for this derivative totaled $ 34,715 and $ 15,131

at December 31, 2023 and 2022.

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

of $51,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 65,025 , $ 14,025

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

and $ 51,000 as amortization.

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

a loss in connection with the change in fair market value of the derivative liability of $ 10,770 and $ 154 for the years ended December

31, 2024 and 2023, respectively.

In addition, the Company recorded $ 7,364 and $ 7,344 as preferred stock dividend expense for the years

ended December 31, 2024 and 2023, and preferred stock dividend payable to GHS on this derivative totaled $ 21,287 and $ 13,923 as of December

31, 2024 and 2023, respectively.

Derivative liability payable for this transaction totaled $ 63,713 and $ 52,943 at December 31, 2024 and

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

The Company valued the conversion feature using

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

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

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.

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 $0.0096, the 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

On March 24, 2022, pursuant to the terms of the SPA,

GHS purchased an additional 136 shares of Series B Convertible Preferred Stock for gross proceeds of $ 136,000 .

The Company paid $ 2,720

in selling commissions to complete this financing.

On March 24, 2022 (the date of receipt of cash proceeds

of $136,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 328,422 , $ 192,422

as day one loss on the derivative, $ 27,200 as interest expense, and $ 27,200 as Series B Convertible Preferred Stock mezzanine liability,

and $ 136,000 as amortization.

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

recorded a loss in connection with the change in fair market value of the derivative liability of $ 28,720 and $ 410 for the years ended

December 31, 2024 and 2023, respectively.

In addition, the Company recorded preferred stock dividend expense of $ 19,638 and $ 19,584 for

the years ended December 31, 2024 and 2023, respectively.

Preferred stock dividend payable to GHS for this derivative totaled $ 54,352

and $ 34,715 at December 31, 2024 and 2023.

Derivative liability payable for this transaction totaled $ 169,902 and $ 141,182 at December

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

The Company valued the conversion feature using the

Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0006 to $0.0096, the 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 202.70%, 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

On November 17, 2022, pursuant to the terms of

the SPA, GHS purchased an additional 61 shares of Series B Convertible Preferred Stock for gross proceeds of $ 61,000 .

On November 17, 2022, pursuant to the terms of the

SPA, GHS purchased an additional 61 shares of Series B Convertible Preferred Stock for gross proceeds of $ 61,000 .

The Company paid $ 1,220

5 unchanged sentences

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

a loss of $ 184 and $ 9,069 for the years ended December 31, 2023 and 2022, respectively, in connection with the change in fair market value

of the derivative liability.

In addition, the Company recorded preferred stock dividend expense of $ 8,784 and $ 1,059 for the years ended

December 31, 2023 and 2022.

Preferred stock dividend payable to GHS for this derivative totaled $ 9,843 and $ 1,059 at December 31, 2023

Derivative liability payable for this transaction totaled $ 63,324 and $ 63,140 at December 31, 2023 and 2022, and Series B Convertible

Preferred Stock mezzanine liability was $ 73,200 at December 31, 2023 and 2022, respectively.

The Company valued the conversion feature using

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

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 $0.00065 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.

a loss in connection with the change in fair market value of the derivative liability of $ 12,882 and $ 184 for the years ended December

31, 2024 and 2023, respectively.

In addition, the Company recorded preferred stock dividend expense of $ 8,807 and $ 8,784 for the years

ended December 31, 2024 and 2023, respectively.

Preferred stock dividend payable to GHS for this derivative totaled $ 18,651 and $ 9,843

at December 31, 2024 and 2023.

Derivative liability payable for this transaction totaled $ 76,206 and $ 63,324 at December 31, 2024 and

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

The Company valued the conversion feature using the

Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0006 to $0.0020, the 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 201.59%, risk-free interest rates ranging from 4.68% to 5.46%, and an expected term of 1.5

August 24, 2023

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

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

The Company paid $ 1,240 in selling

commissions to complete this financing.

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

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

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

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

The Company paid $ 1,240 in selling commissions

to complete this financing.

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

of $62,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 61,679 , $ 321

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

1 unchanged sentence

The Company recalculated the value of the derivative

liability associated with the convertible note at December 31, 2023 and recorded a loss of $ 2,732 for the year ended December 31, 2023,

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

In addition, the Company recorded preferred stock dividend

expense of $ 3,155 for the year ended December 31, 2023.

Preferred stock dividend payable to GHS for this derivative totaled $ 3,155 at

December 31, 2023.

Derivative liability payable for this transaction totaled $ 64,411 at December 31, 2023 and Series B Convertible Preferred

Stock mezzanine liability was $ 74,400 at December 31, 2023.

The Company valued the conversion feature using

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

conversion exercise prices ranging from $0.0006 to $0.0014, the

closing stock price of the Company’s common stock on the date of valuation ranging from $0.00065 to $0.0015, an expected dividend

yield of 0%, expected volatility ranging from 189.98% to 201.38%, risk-free interest rates ranging from 4.79% to 5.46%, and an expected

term of 1.5 years.

The following table represents the change in the

fair value of the derivative liabilities for the years ended December 31, 2023 and 2022, respectively.

liability associated with the convertible note and recorded a loss in connection with the change in fair market value of the derivative

liability of $ 13,100 and $ 2,732 for the years ended December 31, 2024 and 2023, respectively.

In addition, the Company recorded preferred

stock dividend expense of $ 8,952 and $ 3,155 for the years ended December 31, 2024 and 2023, respectively.

Preferred stock dividend payable

to GHS for this derivative totaled $ 12,108 and $ 3,155 , at December 31, 2024 and 2023, respectively.

Derivative liability payable for this

transaction totaled $ 77,511 and $ 64,411 at December 31, 2024 and 2023, and Series B Convertible Preferred Stock mezzanine liability was

$ 74,400 at December 31, 2024 and 2023, respectively.

The Company valued the conversion feature using the

Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0006 to $0.0014, the closing

stock price of the Company’s common stock on the date of valuation ranging from $0.00065 to $0.0015, an expected dividend yield

of 0%, expected volatility ranging from 189.98% to 202.70%, risk-free interest rates ranging from 4.79% to 5.46%, and an expected 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), 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 and recorded a loss in connection with the change in fair market value of the derivative

liability of $ 1,965 for the year ended December 31, 2024.

In addition, the Company recorded preferred stock dividend expense of $ 2,044

for the year ended December 31, 2024.

Preferred stock dividend payable to GHS for this derivative totaled $ 2,044 at December 31, 2024.

Derivative liability payable for this transaction totaled $ 22,289 at December 31, 2024, and Series B Convertible Preferred Stock mezzanine

liability was $ 24,000 at December 31, 2024.

The Company valued the conversion feature using the

Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0006 to $0.0009, the closing

stock price of the Company’s common stock on the date of valuation ranging from $0.0007 to $0.0014, an expected dividend yield of

0%, expected volatility ranging from 186.23% to 205.33%, risk-free interest rates ranging from 4.05% to 5.18%, and an expected term of

October 3, 2024

On October 3, 2024, pursuant to the terms of the

SPA, GHS purchased 43

shares of Series B Convertible Preferred Stock and committed an additional 4 shares afor services/fees for gross consideration of $ 43,000 .

The Company paid $ 3,860

in selling commissions and legal fees to complete this financing.

On October 3, 2024 (the date of receipt of cash proceeds

of $39,140), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 43,000 , $ 11,480 as day

one loss on the derivative, $ 8,600 as interest expense, and $ 51,600 as Series B Convertible Preferred Stock mezzanine liability, and $ 39,140

as amortization.

The Company recalculated the value of the derivative

liability associated with the convertible note at and recorded a gain in connection with the change in fair market value of the derivative

liability of $ 2,700 for the year ended December 31, 2024.

In addition, the Company recorded preferred stock dividend expense of $ 1,510

for the year ended December 31, 2024.

Preferred stock dividend payable to GHS for this derivative totaled $ 1,510 at December 31, 2024.

Derivative liability payable for this transaction totaled $ 47,921 at December 31, 2024, and Series B Convertible Preferred Stock mezzanine

liability was $ 51,600 at December 31, 2024.

The Company valued the conversion feature using the

Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0006 to $0.0009, the closing

stock price of the Company’s common stock on the date of valuation ranging from $0.0008 to $0.0012, an expected dividend yield of

0%, expected volatility ranging from 182.85% to 201.59%, risk-free interest rates ranging from 4.05% to 4.16%, and an expected term of

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 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 C 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.

All shares 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 ,

as contra interest expense, $ 40,668

(as day one loss) 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 and recorded a loss in connection with the change in fair

market value of the derivative liability of $ 3,226 for the year ended December 31, 2024.

The Company recorded $ 6,859 as preferred stock

dividend expense for the year ended December 31, 2024.

The Company recorded $ 6,859 as preferred stock dividend payable as of December

Derivative liability payable for this transaction totaled $ 43,894 at December 31, 2024 and Series C Convertible Preferred Stock

mezzanine liability was $ 68,400 at December 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 $0.00138, the closing

stock price of the Company's common stock on the date of valuation ranging from $0.0007 to $0.0014, an expected dividend yield of 0%,

expected volatility ranging from 196.52% to 202.70%, risk-free interest rates ranging from 4.05% to 5.09%, and an expected term of 1 year.

The following table represents the change in the fair

value of the derivative liabilities for the years ended December 31, 2024 and 2023, respectively.

Schedule of change in the fair value of the derivative liabilities

Balance at December 31, 2022

1 unchanged sentence

Balance at December 31, 2023

Additions to derivative liability

Change in the fair value of derivative liability

1 unchanged sentence

As a result of issuance of derivative instruments,

the Company recorded a derivative liability of $ 535,653 and $ 469,873 as of December 31, 2023 and 2022, and Series B Convertible Preferred

Stock liability of $ 619,200 and $ 544,800 as of December 31, 2023 and 2022, respectively.

A summary of the status of the Company’s

warrants as of December 31, 2023 and 2022 and changes during the years then ended, is presented below:

Schedule of summary of warrant activity

the Company recorded a derivative liability of $ 758,787 and $ 535,653 as of December 31, 2024 and 2023, Series B Convertible Preferred

Stock liability of $ 694,800 and $ 619,200 as of December 31, 2024 and 2023, and Series C Convertible Preferred Stock Liability of $ 68,400

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

A summary of the status of the Company’s warrants

as of December 31, 2024 and 2023, and changes during the years then ended, is presented below:

Schedule of warrant activity

Exercise Price

3 unchanged sentences

Outstanding at December 31, 2023

Expired/Forfeited

( 2,868,397 )

Outstanding at December 31, 2024

NOTE 9 – INCOME TAXES

Income tax expense for the year ended December

Income tax expense for the years ended December 31,

2024 and 2023 is summarized as follows:

12 unchanged sentences

Income tax expense

The tax effects of temporary differences that

gave rise to significant portions of deferred tax assets and liabilities at December 31, 2023 and 2022 are as follows:

The tax effects of temporary differences that gave

rise to significant portions of deferred tax assets and liabilities at December 31, 2024 and 2023 are as follows:

Schedule of deferred tax assets and liabilities

6 unchanged sentences

Net deferred tax assets

Deferred income taxes are provided for the tax

effects of transactions reported in the financial statements and consist of deferred taxes related primarily to differences between the

bases of certain assets and liabilities for financial and tax reporting.

The deferred taxes represent the future tax return consequences

of those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled.

At December 31, 2023 and 2022, the Company had

accumulated net operating losses of approximately $ 10,444,000 and $ 9,307,000 , respectively, for U.S.

federal and Massachusetts income tax

purposes available to offset future taxable incomes.

The net operating losses generated in tax years prior to December 31, 2017, can carry

forward for twenty years, whereas the net operating losses generated after December 31, 2017 can carry forward indefinitely.

determined that it was unlikely that the Company’s deferred tax assets would be realized and have provided for a full valuation

allowance associated with the net deferred tax assets.

Deferred income taxes are provided for the tax effects

of transactions reported in the financial statements and consist of deferred taxes related primarily to differences between the bases

of certain assets and liabilities for financial and tax reporting.

The deferred taxes represent the future tax return consequences of

those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled.

At December 31, 2024 and 2023, the Company had accumulated

net operating losses of approximately $ 11,208,000 and $ 10,444,000 , respectively, for U.S.

federal and Massachusetts income tax purposes

available to offset future taxable incomes.

The net operating losses generated in tax years prior to December 31, 2017, can carry forward

for 20 years, whereas the net operating losses generated after December 31, 2017 can carry forward indefinitely.

Management determined

that it was unlikely that the Company’s deferred tax assets would be realized and have provided for a full valuation allowance associated

with the net deferred tax assets.

In the ordinary course of business, the Company’s

10 unchanged sentences

As such, the Company has not recorded a liability for unrecognized tax benefits.

The Company is delinquent in filing its Federal and State income tax returns for the years ended December 31, 2021, 2022, 2023 and 2024.

As of December 31, 2024, tax years 2024, 2023, 2022, and 2021 remain open for examination by the Internal Revenue Service and the Massachusetts

2 unchanged sentences

any of the open tax years.

NOTE 11 - SUBSEQUENT EVENTS

Management has evaluated subsequent events through

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

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

On January 4, 2024, the noteholder of Convertible

Promissory Note G elected to convert $9,381 of the principal amount of the note and accrued and unpaid interest of $619 into 20,000,000

shares of common stock at the conversion price the lowest traded price of $0.0005 per share.

On January 25, 2024, the noteholder of Convertible

Promissory Note G elected to convert $9,480 of the principal amount of the note and accrued and unpaid interest of $520 into 20,000,000

shares of common stock at the conversion price of the lowest traded price of $0.0005 per share.

On February 5, 2024, the Company and the noteholder

of Convertible Promissory Note B entered into a Debt Exchange Agreement to convert $55,000 principal balance of Note B and $14,600 of

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

In exchange for the cancellation of all indebtedness of

the Company owed to the noteholder B as evidenced by the Convertible Note, and for no additional consideration, the Company agreed to

issue to the noteholder B, 57 shares of the Company’s Series C convertible preferred stock at the stated value of $1,200 per share.

On February 19, 2024, the noteholder of Convertible

Promissory Note G elected to convert $11,499 of the principal amount of the note and accrued and unpaid interest of $501 into 20,000,000

shares of common stock at the conversion price the lowest traded price of $0.0006 per share.

On March 12, 2024, the noteholder of Convertible

Promissory Note G elected to convert $14,686 of the principal amount of the note and accrued and unpaid interest of $314 into 25,000,000

shares of common stock at the conversion price the lowest traded price of $0.0006 per share.

On April 15, 2024, pursuant to the terms of the

SPA, GHS purchased 20 shares of Series B Convertible Preferred Stock for gross proceeds of $20,000.

The Company paid $400 in selling commissions

to complete this financing and $2,000 in purchaser’s legal fees.

On May 28, 2024, the Company filed an amendment

to its Articles of Incorporation increasing its authorized common shares to 3,000,000,000.

NOTE 10 – SUBSEQUENT EVENT

On March 21, 2025, the Company entered into a Securities

Purchase Agreement (the “SPA”) with GHS Investments (“GHS”) where under, the Company desired to issue and sell

60 Convertible Preferred Stock, $0.001 par value, $1,200 stated value, to GHS for a gross cash consideration of $60,000.

The Company paid

$9,200 in legal fees and commissions and received net proceeds of $50,800.

On April 10, 2025, under the SPA dated March 21,

2025 with GHS Investments (“GHS”), where under, the Company desired to issue and sell 45 Convertible Preferred Stock, $0.001

par value, $1,200 stated value, to GHS for a gross cash consideration of $45,000.

The Company paid $900 in commissions and received net

proceeds of $44,100.

On March 5, 2025 and March 6, 2025, the Company

issued a total of 5,300,000 shares of its common stock to its director, an officer and three business advisors, in settlement of compensation

payable to them as of December 31, 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures