What changed in this filing

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Item 1. Financial Statements

2025-05-20 compared with 2025-01-10 · 429 added, 386 removed, 735 unchanged (53% of the section changed)

2 unchanged sentences

and Subsidiaries

Condensed Consolidated

Balance Sheets

September 30, 2024

Condensed Consolidated Balance Sheets

March 31, 2025

December 31, 2024

1 unchanged sentence

Cash and cash equivalents

Accounts receivable, net

Prepaid expenses and other current assets

15 unchanged sentences

Commitments and Contingencies (Note 4)

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

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

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

Series C Convertible Preferred Stock, 5,000 shares designated, $ 0.001 Par Value, $ 1,200 stated value;

57 shares and 0 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively.

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

Series B Convertible Preferred Stock, 600

shares designated, $ 0.001

Par Value, $ 1,200

stated value;

shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively.

Liquidation preference $ 699,600

and $ 694,800

at March 31, 2025 and December 31, 2024, respectively

Series C Convertible Preferred Stock, 5,000

shares designated, $ 0.001

Par Value, $ 1,200

stated value;

shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively.

Liquidation preference $ 68,400

at December 31, 2024 and 2023, respectively

Series D Convertible Preferred Stock, 210 shares designated, $ 0.001 Par Value, $ 1,200 stated value;

60 shares and 0 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively.

Liquidation preference $ 72,000 and $ 0 at March 31, 2025 and December 31, 2024, respectively

Stockholders' Equity (Deficit)

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

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

Series A Preferred Stock, 25,845 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

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

555,015,293 shares and 470,015,293 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

560,315,293 shares and 555,015,293 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Additional paid in capital

6 unchanged sentences

Total Liabilities and Stockholders' Equity

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

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

IIOT-OXYS, Inc.

1 unchanged sentence

Condensed Consolidated Statements of Operations

For The Three Months Ended September 30,

For The Nine Months Ended September 30,

For The Three months Ended March 31,

Cost of Sales

Operating Expenses

General and administrative

Amortization of intangible assets

General and administrative

Total Operating Expenses

1 unchanged sentence

Gain (loss) on change in FMV of derivative liability

Gain on derivative

Interest income

Gain (loss) on derivative

Interest expense

4 unchanged sentences

$ ( 201,418 )

$ ( 474,098 )

Convertible Preferred Stock Dividend

2 unchanged sentences

$ ( 220,618 )

$ ( 523,901 )

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

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

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

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

IIOT-OXYS, Inc.

and Subsidiaries

Condensed Consolidated Statements of Stockholders' Equity (Deficit)

For the Three Months Ended September 30, 2024

Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Total Stockholders' Equity (Deficit)

Balance - June 30, 2024

( 11,090,978 )

( 3,226,045 )

Balance - September 30, 2024

( 11,217,177 )

( 3,352,244 )

For the Nine Months Ended September 30, 2024

Consolidated Statements of Stockholders' Equity (Deficit)

For the three months ended March 31, 2025

Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Total Stockholders' Equity (Deficit)

Additional Paid-In

Total Stockholders' Equity

Balance - December 31, 2024

1 unchanged sentence

$ ( 3,347,179 )

Common stock issued for conversion of convertible note payables

Costs incurred for capital raise

Balance - September 30, 2024

( 11,217,177 )

( 3,352,244 )

For the Three Months Ended September 30, 2023

Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Total Stockholders' Equity (Deficit)

Balance - June 30, 2023

$ ( 9,768,364 )

$ ( 2,179,925 )

Sales commission paid on capital raise

Balance - September 30, 2023

Sales commissions paid on capital raise

Common stock issued for services

Common stock issued to related parties for services

Balance -March 31, 2025

$ ( 11,388,565 )

$ ( 3,530,332 )

For the Nine Months Ended September 30, 2023

For the three months ended March 31, 2024

Preferred Stock

Additional Paid-In Capital

Accumulated Deficit

Total Stockholders' Equity (Deficit)

Additional Paid-In

Total Stockholders' Equity

Balance - December 31, 2023

1 unchanged sentence

$ ( 2,623,264 )

Common stock issued for financing commitments

Sales commissions paid on capital raise

Common stock issued for services

Common stock issued for conversion of convertible note payable

Balance - September 30, 2023

Balance - March 31, 2024

$ ( 10,664,215 )

$ ( 2,796,882 )

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

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

IIOT-OXYS, Inc.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

Cash Flows from Operating Activities

1 unchanged sentence

$ ( 220,618 )

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

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

Amortization of debt discount on Series D Preferred Stock

Loss on change in FMV of derivatives liability

Changes in Operating Assets and Liabilities

Decrease in accounts receivable

Increase in prepaid expenses and other current assets

Increase (decrease) in accounts payable

(Decrease) in prepaid expenses and other current assets

(Decrease) Increase in accounts payable

Increase in accrued liabilities

Increase in derivative liability

Decrease in unearned interest

Increase in shares payable to related parties

Increase in salaries payable to related parties

Net Cash Used in Operating Activities

Net Cash (Used in) Provided by Operating Activities

Cash Flows from Investing Activities

2 unchanged sentences

Cash Flows from Financing Activities

Cash received from sale of common stock, net

Cash received from sale of Series B Preferred Stock

Cash received from sale of Series D Preferred Stock

Cash payments of offering costs

Net Cash Provided by Financing Activities

Net Increase (Decrease) in Cash and Cash Equivalents

Net (Decrease) Increase in Cash and Cash Equivalents

Cash and Cash Equivalents - Beginning of Period

4 unchanged sentences

Supplemental Disclosures of Non-Cash Investing and Financing Activities

Conversion of convertible notes payable and derivative liabilities

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

Issuance of common stock for services

The accompanying notes are

an integral part of these condensed unaudited consolidated financial statements.

IIOT-OXYS, Inc.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

September 30, 2024 and 2023

March 31, 2025 and 2024

NOTE 1 – NATURE OF OPERATIONS, BASIS

21 unchanged sentences

As shown in the accompanying financial statements,

the Company has suffered continuing operating losses, has a working capital deficit of $ 2,801,570 , net loss incurred for the nine months

ended September 30, 2024 of $ 773,580 , and has an accumulated deficit of $ 11,217,177 as of September 30, 2024.

These factors, among others,

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

If the Company is unable to obtain adequate

capital, it could be forced to cease operations.

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

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

the Company has suffered continuing operating losses, has a working capital deficit of $ 2,826,576 , net loss incurred for the three months

ended March 31, 2025 of $ 180,313 , and has an accumulated deficit of $ 11,388,565 as of March 31, 2025.

These factors, among others, raise

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

If the Company is unable to obtain adequate capital,

it could be forced to cease operations.

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

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

be unable to continue as a going concern.

7 unchanged sentences

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

The following summary of significant accounting

The following summary of the significant accounting

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

13 unchanged sentences

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

2023, filed with the SEC on July 2, 2024.

2024, filed with the SEC on April 30, 2025.

Principles of Consolidation

The consolidated condensed financial

statements for September 30, 2024 and 2023, respectively, include the accounts of the Company, and its wholly-owned subsidiaries

OXYS Corporation and HereLab, Inc.

The consolidated condensed financial statements

for March 31, 2025 and 2024, respectively, include the accounts of the Company, and its wholly owned subsidiaries OXYS Corporation and

HereLab, Inc.

All significant intercompany balances and transactions have been eliminated.

25 unchanged sentences

Revenue Recognition

The Company recognizes 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.

37 unchanged sentences

Intangible assets, net of amortization,

amounted to $ 161,926 and $ 199,085 at September 30, 2024 and December 31, 2023, respectively.

amounted to $ 137,244 and $ 149,449 as of March 31, 2025 and December 31, 2024, respectively.

Schedule of intangible assets

September 30,

March 31, 2025

Intangible Assets

2 unchanged sentences

The Company determined that none of its intangible

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

Amortizable intangible assets are amortized using the

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

The amortization expense of finite-lived intangibles was $ 12,477

and $ 37,159 for the three months and nine months ended September 30, 2024 compared to $ 12,477 and $ 37,023 for the three months and nine

months ended September 30, 2023, respectively.

assets were impaired as of March 31, 2025 and December 31, 2024, respectively.

Amortizable intangible assets are amortized using the straight-line

method over their estimated useful lives of ten years.

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

the three months ended March 31, 2025 and 2024, respectively.

The following table summarizes the Company’s

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

estimated future amortization expense of intangible assets with finite lives as of March 31, 2025:

Schedule of estimated future amortization expense of intangible assets

1 unchanged sentence

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 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

agreements have been terminated and shares have been issued in conjunction with the related separation agreements.

According to the terms

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

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

2024 and December 31, 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, 8,100,000 shares of common stock were vested and 3,100,000 shares were issued as of September 30, 2024 and December

In prior years, the Company entered into

consulting 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

The consulting agreements with two consultants have been terminated and shares have been issued in conjunction with the

related separation agreements.

The vested shares related to the three advisors and the executive officers have not yet been issued

in full, and therefore, remain a liability.

According to the terms of the agreements, 3,547,788

shares were vested and issued per the Company’s 2017 Stock Incentive Plan as of March 31, 2025 and December 31, 2024, and 3,730,000

shares were vested and issued per the Company’s 2019 Stock Incentive Plan as of March 31, 2025 and December 31, 2024,

respectively.

In the event that a consulting 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 20,000,000 shares of common stock for issuance to incentivize its management team.

Pursuant to the terms of

the 2022 Plan, 8,200,000 shares of common stock were vested and all 5,100,000 shares and 3,100,000 were issued as of March 31, 2025 and

December 31, 2024, respectively.

Employment Agreement – CEO

12 unchanged sentences

The Company has recorded $ 297,345 and $ 279,352

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

in salaries payable to the CEO as of March 31, 2025 and December 31, 2024, respectively.

Employment Agreement – COO/Interim CFO

9 unchanged sentences

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 $ 239,630 and $ 181,526 in salaries payable to the COO/Interim CFO as of September 30, 2024 and December 31, 2023, respectively.

recorded $ 273,235 and $ 263,041 in salaries payable to the COO/Interim CFO as of March 31, 2025 and December 31, 2024, respectively.

NOTE 5 – CONVERTIBLE NOTES PAYABLE

The following table summarizes the outstanding

balance of convertible notes payable, interest and conversion rates as of September 30, 2024 and December 31, 2023, respectively.

balance of convertible notes payable, interest and conversion rates as of March 31, 2025 and December 31, 2024, respectively.

Schedule of outstanding

balance of convertible notes payable

September 30,

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

March 31, 2025

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.

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.

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.

17 unchanged sentences

The Note A is convertible into shares

of common stock on March 31, 2025 at the lowest VWAP of $0.001 per share during the look back period, provided:

of common stock at the lowest VWAP 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.

7 unchanged sentences

The Company recorded interest expense of $ 6,066

and $ 18,467 for the three months and nine months ended September 30, 2024 compared to $ 6,201 and $ 18,400 for the same periods ended September

30, 2023, respectively.

Accrued interest payable on Note A was $ 202,935 and $ 184,468 as of September 30, 2024 and December 31, 2023, respectively.

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

January 2019 Convertible Note and Warrants (“Note

Effective March 1, 2021, the noteholder of Note

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

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

On February 5, 2024, the Company and the noteholder

of Convertible Promissory Note B entered into a Debt Exchange Agreement to convert $ 55,000 principal balance of Note B and $ 13,825 of

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

In exchange for the cancellation of all indebtedness of

the Company owed to the noteholder B as evidenced by the Convertible Note, and for no additional consideration, the Company agreed to

issue to the noteholder B, 57 shares of the Company’s Series C convertible preferred stock, at the stated value of $ 1,200 per share

(See Note 8).

The Series C Convertible Preferred Stock is classified

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

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

Based on the requirements of ASC 815, Derivatives

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

derivative liability.

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

conversion event and reporting period.

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

The Company recorded interest expense of $ 0 and

$ 233 for the three months and nine months ended September 30, 2024 and $ 693 and $ 2,057 for the three months and nine months ended September

30, 2023, respectively.

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

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

as of September 30, 2024 and December 31, 2023, respectively.

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

and $ 6,133 for the three months ended March 31, 2025 and 2024, respectively.

Accrued interest payable on Note A was $ 215,201 and $ 209,135

as of March 31, 2025 and December 31, 2024, respectively.

The principal balance payable on Note A amounted to $ 205,000 as of March 31,

2025 and December 31, 2024, respectively.

7 unchanged sentences

The Note D is convertible into shares

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

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

The Company recorded interest expense of

and $ 4,504 for the three months and nine months ended September 30, 2024, and $ 1,512 and $ 4,487 for the three months and nine months ended

September 30, 2023, respectively.

Accrued interest payable on Note D totaled $ 31,202 and $ 26,697 at September 30, 2024 and December 31,

2023, respectively.

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

for the three months ended March 31, 2025 and 2024.

Accrued interest payable on Note D totaled $ 34,193

at March 31, 2025 and December 31, 2024, respectively.

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

at March 31, 2025 and December 31, 2024, respectively.

August 2019 Convertible Note and Warrants (“Note

3 unchanged sentences

The Company recorded interest expense of $ 3,699

and $ 11,260 on Note E for the three months and nine months ended September 30, 2024, and $ 3,781 and $ 11,219 for the three months and nine

months ended September 30, 2023, respectively.

Accrued interest payable on Note E was $ 74,950 and $ 63,690 at September 30, 2024 and December

31, 2023, respectively.

and $ 3,740 on Note E for the three months ended March 31, 2025 and 2024, respectively.

Accrued interest payable on Note E was $ 82,430

and $ 78,731 as of March 31, 2025 and December 31, 2024, respectively.

This note is payable to a related party.

The principal balance payable on Note E amounted to $ 125,000 as of September

30, 2024 and December 31, 2023, respectively.

The principal balance payable

on Note E amounted to $ 125,000 as of March 31, 2025 and December 31, 2024, respectively.

July 2020 Equity Financing Arrangement

6 unchanged sentences

During the three months ended March 31, 2024,

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

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

stock of the Company.

The Company recorded interest expense on Note

G $ 351 and $ 840 for the three months and nine months ended September 30, 2024, and $ 1,890 and $ 5,609 for the three months and nine months

ended September 30, 2023, respectively.

Accrued interest payable on Note G was $ 772 and $ 0 as of September 30, 2024 and December 31, 2023,

respectively.

The principal balance payable of Note G amounted to $ 13,942 and $ 58,988 at September 30, 2024 and December 31, 2023, respectively.

G of $ 344 and $ 2,027 for the three months ended March 31, 2025 and 2024, respectively.

Accrued interest payable on Note G was $ 1,467 and

1,123 as of March 31, 2025 and December 31, 2024, respectively.

The principal balance payable of Note G amounted to $ 13,942 as of March

31, 2025 and December 31, 2024, respectively.

NOTE 6 – EARNINGS (LOSS) PER SHARE

The following table sets forth the computation

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

of basic and diluted net loss per share of common stock for the three months ended March 31, 2025 and 2024, respectively:

Schedule of computation

of basic and diluted net loss per share of common stock

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Net loss attributable to common stockholders (basic)

1 unchanged sentence

$ ( 220,618 )

$ ( 523,901 )

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

12 unchanged sentences

The following outstanding common stock equivalents

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

their inclusion would be anti-dilutive:

have been excluded from diluted net loss per common share for the three months ended March 31, 2025 and 2024, respectively, because their

inclusion would be anti-dilutive:

Schedule of anti-dilutive shares

As of September 30,

As of March 31,

Warrants to purchase common stock

4 unchanged sentences

NOTE 7 – RELATED PARTIES

At September 30, 2024 and December 31, 2023, respectively,

At March 31, 2025 and December 31, 2024, respectively,

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

1 unchanged sentence

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

expense totaled $ 750 and $ 2,250 for the three months and nine months ended September 30, 2024 and 2023, respectively.

The Company has

recorded $ 2,500 and $ 250 as rent payable to the stockholder in accounts payable as of September 30, 2024 and December 31, 2023, respectively.

expense totaled $ 750 for the three months ended March 31, 2025 and 2024, respectively.

The Company has recorded $ 3,750 and $ 3,000 as rent

payable to the stockholder in accounts payable as of March 31, 2025 and December 31, 2024, respectively.

The Company executed a Convertible Promissory

note payable with an officer and director (see Note B) and indebted in the principal amount of $ 55,000 (See Note 5) as of December 31,

On February 5, 2024, the Company and the noteholder of Convertible Promissory Note B entered into a Debt Exchange Agreement to convert

$ 55,000 principal balance of Note B and $ 13,825 of accrued and unpaid interest as of the maturity date of Note B on March 1, 2024 .

exchange for the cancellation of all indebtedness of the Company owed to the noteholder B as evidenced by the Convertible Note, and for

no additional consideration, the Company agreed to issue to the noteholder B, 57 shares of the Company’s Series C convertible preferred

stock, at the stated value of $1,200 per share (See Note 8).

Note (“Note”) payable to an officer and director and indebted in the principal amount of $ 55,000 as of December 31, 2023.

On February 5, 2024, the Company and the noteholder of the Note entered into a Debt Exchange Agreement to convert $ 55,000 principal balance

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

In exchange for the cancellation

of all indebtedness of the Company owed to the noteholder as evidenced by the Note, and for no additional consideration, the Company agreed

to issue to the noteholder 57 shares of the Company’s Series C convertible preferred stock, at the stated value of $1,200 per share

(See Note 8).

The Company executed three convertible promissory

notes payable with a director (see Note E) for the principal amount of $ 125,000 and recorded accrued interest payable of $ 74,950 and $ 63,690

as of September 30, 2024 and December 31, 2023, respectively.

notes payable to a director (see Note E) for the principal amount of $ 125,000 and recorded accrued interest payable of $ 82,430 and $ 78,731

as of March 31, 2025 and December 31, 2024, respectively.

NOTE 8 – STOCKHOLDERS' EQUITY

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 September 30, 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

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

shares, $ 0.001

par value common stock, and 10,000,000

shares of $ 0.001

par value preferred stock at March 31, 2025.

The Company has 560,315,293

shares and 555,015,293

shares of common stock, 25,845

shares of Series A Preferred Stock issued and outstanding as of March 31, 2025 and December 31, 2024, respectively.

Holders of shares of common stock are entitled

2 unchanged sentences

Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors

in its discretion from funds legally available, therefore.

In the event of liquidation, dissolution, or winding up of the Company, the

holders of common stock are entitled to share pro rata in all assets remaining after payment in full of all liabilities.

in its discretion of funds legally available, therefore.

In the event of liquidation, dissolution, or winding up of the Company, the holders

of common stock are entitled to share pro rata in all assets remaining after payment in full of all liabilities.

All of the outstanding

14 unchanged sentences

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, 2024 to September 30, 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.

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

the five business days prior to closing.

From January 1, 2024 to March 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

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

As of March 31, 2025 and December 31, 2024, 952,212 shares of common

stock remain unissued and unvested pursuant to 2017 Plan.

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

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

For the three months

ended March 31, 2025, the Company issued 200,000 common shares to two consultants for their services, valued at $ 240 , being the fair value

of the common shares issued on the date of issuance, pursuant to 2019 Plan.

As of March 31, 2025 and December 31, 2024, 1,270,000 shares and 1,470,000

shares of common stock remain unissued and unvested pursuant to the 2019 Plan.

On March 18, 2022, the Board of Directors approved

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The common shares vested pursuant

to the 2022 Plan amounted to 8,100,000 shares at September 30, 2024, and 3,100,000 shares at December 31, 2023, and the 6,200,000 shares

remain unvested as of September 30, 2024.

For the three months and nine months ended September 30, 2024, the Company recorded $ 833 and

$ 1,980 as stock compensation expense for 756,164 shares and 2,252,054 shares, respectively.

6,200,000 shares payable to an officer and

a director that remain unvested as of September 30, 2024.

Total shares payable to an officer, consultant and a director totaled 4,820,548

shares and 2,368,493 shares on September 30, 2024 and December 31, 2023, respectively.

to the 2022 Plan amounted to 8,200,000 shares as of March 31, 2025, and 8,100,000 shares at December 31, 2024, and the 6,100,000 shares

remain unvested as of March 31, 2025.

For the three months ended March 31, 2025 and 2024, the Company recorded $ 1,295 and $ 519 as stock

compensation expense for 1,232,877 shares and 747,945 shares, respectively.

In addition, on March 5, 2025, the Company issued 5,000,000

shares to an officer and a director and 100,000 shares to a consultant, valued at $ 6,120 , being the fair value of common shares issued

on the date of issuance.

6,100,000 shares payable to an officer, a director and a consultant remain unvested as of March 31, 2025.

shares payable to an officer, consultant and a director totaled 3,216,438 shares and 7,083,562 shares on March 31, 2025 and December 31,

2024, respectively.

Shares earned and issued related to the consulting

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A summary of the status of the Company’s

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

non-vested shares at March 31, 2025 and 2024 and changes during the three months ended, is presented below:

Schedule of non-vested shares

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Balance at December 31, 2023

Balance at September 30, 2023

Balance at March 31, 2024

Balance at December 31, 2024

Balance at March 31, 2025 -- (Unvested)

2022 Stock Incentive Plan

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

Balance - December 31, 2023

Balance - March 31, 2024

Balance - December 31, 2024

( 5,100,000 )

Balance at September 30, 2024 – (Unvested)

Balance at September 30, 2024 – (Vested)

Total Options outstanding – September 30, 2024

Balance - March 31, 2025 – (Unvested)

Preferred Stock

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Initially, there will be

no dividends due or payable on the Series A Supervoting Preferred Stock.

Any future terms with respect to dividends shall be determined

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

no dividends due or payable on Series A Supervoting Preferred Stock.

Any future terms with respect to dividends shall be determined by

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

Liquidation and Redemption Rights:

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The Company had 25,845 shares of Series A Preferred

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

Stock issued and outstanding at March 31, 2025 and December 31, 2024, respectively.

Series B Convertible Preferred Stock Equity

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Preferred Stock to GHS as a commitment fee.

No additional closings may take place after the

No additional closing may take place after the

two-year anniversary of the SPA, or once the entire $600,000 amount has been funded.

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conversion event and reporting period.

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

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

On November 19, 2020, GHS purchased a total

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The Company recalculated the value of the derivative

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

derivative liability of $ 2,252

for the three months and nine months ended September 30, 2024, and a gain of $ 19,811

and a loss of $ 4,348

for the three months and nine months ended September 30, 2023, respectively.

The Company recorded $ 2,541

as preferred stock dividend expense for the three months and nine months ended September 30, 2024, and $ 2,541

as preferred dividend expense for the three months and nine months ended September 30, 2023.

The Company recorded $ 38,967

as preferred stock dividend payable as of September 30, 2024 and December 31, 2023, respectively.

Derivative liability payable

for this transaction totaled $ 108,873

at September 30, 2024 and December 31, 2023, and Series B Convertible Preferred Stock mezzanine liability was $ 84,000

at September 30, 2024 and December 31, 2023, respectively.

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

derivative liability of $ 2,751 for the three months March 31, 2025, and a loss of $ 6,630 for the three months ended March 31, 2024, respectively.

The Company recorded $ 2,485 and $ 2,513 as preferred stock dividend expense for the three months ended March 31, 2025 and 2024, respectively.

The Company recorded $ 43,993 and $ 41,508 as preferred stock dividend payable as of March 31, 2025 and December 31, 2024, respectively.

Derivative liability payable for this transaction totaled $ 84,699 and $ 87,450 at March 31, 2025 and December 31, 2024, and Series B Convertible

Preferred Stock mezzanine liability was $ 84,000 at March 31, 2025 and December 31, 2024, respectively.

The Company valued the conversion feature using

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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 $ 2,734

for the three months and nine months ended September 30, 2024, and recorded a gain of $ 24,056

and a loss of $ 5,280

for the three months and nine months ended September 30, 2023, respectively.

The Company recorded preferred stock dividend expense

for the three months and nine months ended September 30, 2024, and $ 3,085

for the three months and nine months ended September 30, 2023.

The Company recorded $ 46,411

as preferred stock dividend payable as of September 30, 2024 and December 31, 2023, respectively.

Derivative liability payable

for this transaction totaled $ 132,203

at September 30, 2024 and December 31, 2023, and Series B Convertible Preferred Stock mezzanine liability was $ 102,000

at September 30, 2024 and December 31, 2023, respectively.

liability associated with this convertible preferred stock and recorded a gain of $ 3,341 in connection with the change in fair market

value of the derivative liability for the three months ended March 31, 2025, and recorded a loss of $ 8,051 for the three months ended

March 31, 2024.

The Company recorded preferred stock dividend expense of $ 3,018 and $ 3,052 for the three months ended March 31, 2025 and

2024, respectively.

The Company recorded $ 52,837 and 49,497 as preferred stock dividend payable as of March 31, 2025 and December 31,

2024, respectively.

Derivative liability payable for this transaction totaled $ 102,848 and $ 106,189 as of March 31, 2025 and December

31, 2024, and Series B Convertible Preferred Stock mezzanine liability was $ 102,000 at March 31, 2025 and December 31, 2024, respectively.

The Company valued the conversion feature using

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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 $ 1,641

for the three months and nine months ended September 30, 2024, and a gain of $ 14,434

and a loss of $ 3,168

for the three months and nine months ended September 30, 2023.

The Company recorded preferred stock dividend expense of $ 1,851

for the three months and nine months ended September 30, 2024, and $ 1,851

for the three months and nine months ended September 30, 2023, respectively.

The Company recorded $ 20,422

as preferred stock dividend payable as of September 30, 2024 and December 31, 2023, respectively.

Derivative liability payable

for this transaction totaled $ 79,322

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

at September 30, 2024 and December 31, 2023, respectively.

liability associated with this convertible preferred stock in connection with the change in fair market value of the derivative liability

and recorded a gain of $ 2,004 for the three months ended March 31, 2025, and recorded a loss of $ 4,831 for the three months ended March

The Company recorded preferred stock dividend expense of $ 1,811 and $ 1,831 for the three months ended March 31, 2025 and 2024,

respectively.

The Company recorded $ 24,084 and $ 22,273 as preferred stock dividend payable as of March 31, 2025 and December 31, 2024,

respectively.

Derivative liability payable for this transaction totaled $ 61,709 and $ 63,713 as of March 31, 2025 and December 31, 2024,

and Series B Convertible Preferred Stock mezzanine liability was $ 61,200 as of March 31, 2025 and December 31, 2024, respectively.

The Company valued the conversion feature using

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

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

as interest expense, and $ 10,200

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

as amortization.

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

a loss in connection with the change in fair market value of the derivative liability of $ 1,641

for the three months and nine months ended September 30, 2024, and recording a gain of $ 14,434

and a loss of $ 19,952

for the three months and nine months ended September 30, 2023, respectively.

In addition, the Company recorded $ 1,851

as preferred stock dividend expense for the three months and nine months ended September 30, 2023, and preferred stock dividend

payable to GHS on this derivative totaled $ 19,436

as of September 30, 2024 and December 31, 2023, respectively.

Derivative liability payable for this transaction totaled $ 79,322

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

at September 30, 2024 and December 31, 2023, respectively.

$ 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 gain of $ 2,004 in connection with the change in fair market value of the derivative liability for the three months

ended March 31, 2025, and recorded a loss of $ 4,831 for the three months ended March 31, 2024, respectively.

In addition, the Company

recorded $ 1,810 and $ 1,831 as preferred stock dividend expense for the three months ended March 31, 2025 and 2024, and preferred stock

dividend payable to GHS on this derivative totaled $ 23,098 and 21,288 as of March 31, 2025 and December 31, 2024, respectively.

liability payable for this transaction totaled $ 61,709 and 63,713 as of March 31, 2025 and December 31, 2024, and Series B Convertible

Preferred Stock mezzanine liability was $ 61,200 as of March 31, 2025 and December 31, 2024, respectively.

The Company valued the conversion feature using

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proceeds of $136,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 328,422 ,

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

as interest expense, and $ 27,200

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

as amortization.

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

a loss in connection with the change in fair market value of the derivative liability of $ 4,375

for the three months and nine months ended September 30, 2024, and a gain of $ 38,490

and a loss of $ 8,448

for the three months and nine months ended September 30, 2023, respectively.

In addition, the Company recorded preferred stock

dividend expense of $ 4,936

for the three months and nine months ended September 30, 2024, and $ 4,936

for the three months and nine months ended September 30, 2023.

Preferred stock dividend payable to GHS for this derivative totaled

at September 30, 2024 and December 31, 2023.

Derivative liability payable for this transaction totaled $ 211,524

and $ 141,182

at September 30, 2024 and December 31, 2023, and Series B Convertible Preferred Stock mezzanine liability was $ 163,200

at September 30, 2024 and December 31, 2023, respectively.

$ 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 in connection with the change in fair market value of the derivative liability and recorded a gain of $ 5,345 for the three months

ended March 31, 2025, and a loss of $ 12,882 for the three months ended March 31, 2024, respectively.

In addition, the Company recorded

preferred stock dividend expense of $ 4,829 and $ 4,883 for the three months ended March 31, 2025 and 2024, respectively.

The preferred

stock dividend payable to GHS for this derivative totaled $ 59,181 and $ 54,352 as of March 31, 2025 and December 31, 2024.

Derivative liability

payable for this transaction totaled $ 164,557 and $ 169,902 as of March 31, 2025 and December 31, 2024, and Series B Convertible Preferred

Stock mezzanine liability was $ 163,200 as of March 31, 2025 and December 31, 2024, respectively.

The Company valued the conversion feature using

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$ 1,220 in selling commissions to complete this financing.

On November 17, 2022 (the date of receipt of

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

of $ 54,072 ,

as day one gain on the derivative, $ 12,200

as interest expense, $ 12,200

as Series B Convertible Preferred Stock mezzanine liability, and $ 61,000

as amortization.

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

a loss in connection with the change in fair market value of the derivative liability of $ 1,962

for the three months and nine months ended September 30, 2024, and recorded a gain of $ 17,264

and a loss of $ 3,789

for the three months and nine months ended September 30, 2023, respectively.

On November 17, 2022 (the date of receipt of cash

proceeds of $61,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 54,072 ,

$ 6,928 as day one gain on the derivative, $ 12,200 as interest expense, $ 12,200 as Series B Convertible Preferred Stock mezzanine liability,

and $ 61,000 as amortization.

The Company recalculated the value of the derivative liability associated with the convertible note in connection

with the change in fair market value of the derivative liability and recorded a gain of $ 2,398 for the three months ended March 31, 2025,

and recorded a loss of $ 5,778 for the three months ended March 31, 2024, respectively.

In addition, the Company recorded preferred stock

dividend expense of $ 2,214

for the three months and nine months ended September 30, 2024, and $ 2,214

for the three months and nine months ended September 30, 2023.

Preferred stock dividend payable to GHS for this derivative totaled

at September 30, 2024 and December 31, 2023.

Derivative liability payable for this transaction totaled $ 94,875

at September 30, 2024 and December 31, 2023, and Series B Convertible Preferred Stock mezzanine liability was $ 73,200

at September 30, 2024 and December 31, 2023, respectively.

dividend expense of $ 2,166 and $ 2,190 for the three months ended March 31, 2025 and 2024, respectively.

The preferred stock dividend payable

to GHS for this derivative totaled $ 20,817 and $ 18,651 as of March 31, 2025 and December 31, 2024.

Derivative liability payable for this

transaction totaled $ 73,808 and $ 76,206 at March 31, 2025 and December 31, 2024, and Series B Convertible Preferred Stock mezzanine liability

was $ 73,200 at March 31, 2025 and December 31, 2024, respectively.

The Company valued the conversion feature using

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The Company recalculated the value of the derivative

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

value of the derivative liability of $ 1,992

for the three months and nine months ended September 30, 2024, and recorded a loss of $ 6,400

for the three months and nine months ended September 30, 2023.

In addition, the Company recorded preferred stock dividend expense

for the three months and nine months ended September 30, 2024, and $ 905

for the three months and nine months ended September 30, 2023, respectively.

Preferred stock dividend payable to GHS for this

derivative totaled $ 9,857

and $ 3,155 ,

at September 30, 2024 and December 31, 2023, respectively.

Derivative liability payable for this transaction totaled $ 96,487

at September 30, 2024 and December 31, 2023, and Series B Convertible Preferred Stock mezzanine liability was $ 74,400

at September 30, 2024 and December 31, 2023, respectively.

liability associated with the convertible in connection with the change in fair market value of the derivative liability note at March

31, 2025 and recorded a gain of $ 2,440 for the three months ended March 31, 2025, and recorded a loss of $ 5,874 for the three months ended

March 31, 2024.

In addition, the Company recorded preferred stock dividend expense of $ 2,201 and $ 2,226 for the three months ended March

31, 2025 and 2024, respectively.

The preferred stock dividend payable to GHS for this derivative totaled $ 14,309 and $ 12,108 as of March

31, 2025 and December 31, 2024, respectively.

Derivative liability payable for this transaction totaled $ 75,701 and $ 77,511 as of March

31, 2025 and December 31, 2024, and Series B Convertible Preferred Stock mezzanine liability was $ 74,400 at March 31, 2025 and December

31, 2024, respectively.

The Company valued the conversion feature using

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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, 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

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The Company recalculated the value of the derivative

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

value of the derivative liability of $ 694

for the three months and nine months ended September 30, 2024.

In addition, the Company recorded preferred stock dividend expense

for the three months and nine months ended September 30, 2024, respectively.

Preferred stock dividend payable to GHS for this

derivative totaled $ 1,318

at September 30, 2024.

Derivative liability payable for this transaction totaled $ 28,274

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

at September 30, 2024.

liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded

a gain of $ 678 for the three months ended March 31, 2025.

In addition, the Company recorded preferred stock dividend expense of $ 710 for

the three months ended March 31, 2025.

The preferred stock dividend payable to GHS for this derivative totaled $ 2,754 and $ 2,044 as of

March 31, 2025 and December 31, 2024, respectively.

Derivative liability payable for this transaction totaled $ 21,611 and 22,289 as of

March 31, 2025 and December 31, 2024, and Series B Convertible Preferred Stock mezzanine liability was $ 24,000 as of March 31, 2025 and

December 31, 2024, respectively.

The Company valued the conversion feature using

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term of 1 years.

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 for 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 in connection with the change in fair market value of the derivative liability and recorded

a loss of $ 2,865 for the three months ended March 31, 2025.

In addition, the Company recorded preferred stock dividend expense of

$ 1,810 for the three months ended March 31, 2025.

The preferred stock dividend payable to GHS for this derivative totaled $ 3,460

and $ 1,650 as of March 31, 2025 and December 31, 2024.

Derivative liability payable for this transaction totaled $ 55,243 and $ 52,378 as

of March 31, 2025 and December 31, 2024, and Series B Convertible Preferred Stock mezzanine liability was $ 56,400 as of March 31, 2025

and December 31, 2024, 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 $0.0009, 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 1 year.

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.

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

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

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March 1, 2024

On March 1, 2024, the convertible promissory noteholder

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

shares of Series C Convertible Preferred Stock.

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

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

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

On March 31, 2024, the Company recalculated the

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

fair market value of the derivative liability of $ 2,950

for the three months and nine months ended September 30, 2024.

The Company recorded $ 2,068

as preferred stock dividend expense for the three months and nine months ended September 30, 2024.

On March 1, 2024, a convertible promissory noteholder

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

of Series C Convertible Preferred Stock.

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

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

Series C Convertible Preferred Stock mezzanine liability.

The Company recalculated the value of the derivative

liability associated with this convertible preferred stock in connection with the change in fair market value of the derivative liability

and recorded a loss of $ 2,525 and $ 4,770 for the three months ended March 31, 2025 and 2024, respectively.

The Company recorded $ 2,024

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

and $ 675 as preferred stock dividend expense for the three months ended March 31, 2025 and 2024.

The Company recorded $ 8,883 and $ 6,859

as preferred stock dividend payable as of March 31, 2025 and December 31, 2024.

Derivative liability payable for this transaction totaled

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

at September 30, 2024.

$ 46,419 and $ 43,894 as of March 31, 2025 and December 31, 2024, and Series C Convertible Preferred Stock mezzanine liability was $ 68,400

as of March 31, 2025 and December 31, 2024, respectively.

The Company valued the conversion feature using

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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

Series D Convertible Preferred Stock

On March 17, 2025, the Board of Directors of the

Company had authorized issuance of up to 210 shares of preferred stock, $ 0.001 par value per share, designated as Series D 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 D 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 D Convertible Preferred Share has been converted or redeemed

(the “Dividend End Date”).

Dividends may be paid in cash or in shares of Series D 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 D 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 D 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

D 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 D 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 D Preferred Stock held by the applicable Holder.

No fractional shares of Common Stock shall be

issued upon conversion of shares of Series D Preferred Stock.

If more than one share of Series D 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 D Preferred

Stock so surrendered.

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

(after aggregating all shares of Series D 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 D Preferred Stock sufficient shares to provide for the conversion of all outstanding shares of Series D Preferred Stock.

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

be validly issued, fully paid and non-assessable, with no personal liability attached to ownership thereof, and free from all taxes, liens

or charges with respect thereto.

All shares of Series D 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 D 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 for each reporting

March 21, 2025

On March 21, 2025, pursuant to the terms of the

SPA, GHS purchased 60 shares of Series D Convertible Preferred Stock for gross consideration of $ 60,000 .

The Company paid $ 9,200 in

selling commissions and legal fees to complete this financing.

On March 21, 2025 (the date of receipt of cash

proceeds of $50,800), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 65,024 , $ 14,224 as

day one loss on the derivative, $ 12,000 as interest expense, and $ 72,000 as Series D Convertible Preferred Stock mezzanine liability,

and $ 50,800 as amortization.

The Company recalculated the value of the derivative

liability associated with the convertible note in connection with the change in fair market value of the derivative liability and recorded

a gain of $ 191 for the three months ended March 31, 2025.

In addition, the Company recorded preferred stock dividend expense of $ 237 for

the three months ended March 31, 2025.

The preferred stock dividend payable to GHS for this derivative totaled $ 237 as of March 31, 2025.

The derivative liability payable for this transaction totaled $ 64,833 as of March 31, 2025, and Series D Convertible Preferred Stock mezzanine

liability was $ 72,000 as of March 31, 2025.

The Company valued the conversion feature using

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

conversion exercise price of $0.0008, the closing stock price of

the Company’s common stock on the date of valuation was $0.001, an expected dividend yield of 0%, expected volatility ranging from

198.72% to 199.73%, risk-free interest rates ranging from 4.03% to 4.04%, and an expected term of 1 year.

The following table represents the change in the

fair value of the derivative liabilities for the nine months ended September 30, 2024 and 2023, respectively.

fair value of the derivative liabilities for the three months ended March 31, 2025 and 2024, respectively.

Schedule of change in the fair value of the derivative liabilities

2 unchanged sentences

Change in the fair value of derivative liability

Balance at September 30, 2023

Balance at March 31, 2024

Balance at December 31, 2024

1 unchanged sentence

Change in the fair value of derivative liability

Balance at September 30, 2024

Balance at March 31, 2025

As a result of issuance of derivative instruments,

the Company recorded a derivative liability of $ 879,268 and $ 535,653 as of September 30, 2024 and December 31, 2023, Series B Convertible

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

Stock Liability of $ 68,400 and $ 0 , as of September 30, 2024 and December 31, 2024, respectively.

the Company recorded a derivative liability of $ 808,048 and $ 758,787 as of March 31, 2025 and December 31, 2024, Series B Convertible

Preferred Stock liability of $ 699,600 and $ 694,800 as of March 31, 2025 and December 31, 2024, Series C Convertible Preferred Stock liability

of $ 68,400 as of March 31, 2025 and December 31, 2024, and Series D Convertible Preferred Stock liability of $ 72,000 as of March 31, 2025,

respectively.

A summary of the status of the Company’s

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

warrants as of March 31, 2025 and 2024, and changes during the three months then ended, is presented below:

Schedule of warrant activity

3 unchanged sentences

Expired/Forfeited

Outstanding at September 30, 2023

( 1,302,897 )

Outstanding at March 31, 2024

Outstanding at December 31, 2024

Expired/Forfeited

( 2,555,897 )

Outstanding at September 30, 2024

NOTE 9 – SUBSEQUENT EVENT

On October 3, 2024, GHS Investments entered into

Outstanding at March 31, 2025

9 – SUBSEQUENT EVENTS

On April 10, 2025, GHS Investments entered into

a financing arrangement and purchased 45 shares of Series B Convertible Preferred Stock, $0.001 par value, $1,200 stated value, for a

cash consideration of $44,100, pursuant to the terms of Security Purchase Agreement.

On May 14, 2025, GHS Investments entered into

a financing arrangement and purchased 25 shares of Series D Convertible Preferred Stock, $0.001 par value, $1,200 stated value, for a

cash consideration of $24,500, pursuant to the terms of Security Purchase Agreement.

On May 14, 2025, GHS Investments entered into

a financing arrangement and purchased 11 shares of Series D Convertible Preferred Stock, $0.001 par value, $1,200 stated value, for a

cash consideration of $10,780, pursuant to the terms of Security Purchase Agreement.

On May 14, 2025, the Company entered into an extension

to the July 29, 2020 Convertible Promissory Note issued to GHS Investments in the principal amount of $75,000 (the “Note”).

The maturity date of the Note was extended from April 29, 2025 to October 29, 2025.

In addition, all prior Events of Default (as defined

in the Note) were waived by GHS.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements