What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-20 compared with 2025-01-10 · 105 added, 115 removed, 159 unchanged (58% of the section changed)

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the following Management Discussion and Analysis of the Consolidated Financial Condition, Results of Operations, Stockholders’ Equity

and Cash Flow for the quarterly periods ended September 30, 2024 and 2023 gives effect to our acquisition of OXYS Corporation (“ OXYS ”)

and Cash Flow for the quarterly periods ended March 31, 2025 and 2024 gives effect to our acquisition of OXYS Corporation (“ OXYS ”)

on July 28, 2017.

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· the impact of conflicts between the Russian Federation and Ukraine and Israel in on our operations;

geo-political events, such as the crisis in Ukraine and Israel, government responses to such events and the related impact on the economy both nationally and internationally;

· geo-political events, such as the crisis in Ukraine and Israel, government responses to such events and

the related impact on the economy both nationally and internationally;

· general market and economic conditions;

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Results of Operations for the Three Months

Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023 (Unaudited)

For the three months ended September 30, 2024,

we did not earn any revenues and did not incur related cost of sales.

Our operating expenses were $155,831 which included payroll costs

of $50,000, amortization of intangible assets of $12,477, legal and professional fees of $84,279, and general and administrative expenses

We recorded net other income of $51,155 consisting of gain of $63,503 due to change in fair market value of derivative liability,

and interest expense of $12,348.

We also recorded $21,523 as preferred stock dividend on convertible preferred stock for the three months

ended September 30, 2024.

As a result, we incurred a net loss of $126,199 for the three months ended September 30, 2024.

For the three months ended September 30, 2023,

we earned revenues of $19,714 and incurred related cost of sales of $4,871.

Our operating expenses were $102,272 which included professional

fees of $13,861, payroll costs of $53,825, amortization of intangible assets of $12,477, and general and administrative expenses of $22,109.

We recorded net other income of $42,138 consisting of gain of $122,089 due to change in fair market value of derivative liability, interest

income on note receivable of $8,205, gain on a derivative of $321 and interest expense of $14,077.

We also recorded $17,383 as preferred

stock dividend on convertible preferred stock for the three months ended September 30, 2023.

As a result, we incurred a net loss of $62,674

for the three months ended September 30, 2023.

During the current and prior period, we did not

record an income tax benefit due to the uncertainty associated with the Company’s ability to utilize the deferred tax assets.

Results of Operations for the Nine Months

Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023 (Unaudited)

For the nine months ended September 30, 2024,

we earned revenues of $2,500 and recorded related cost of sales of $2,125.

Our operating expenses were $327,186 which included payroll

costs of $150,518, amortization of intangible assets of $37,159, legal and professional fees of $129,325, and general and administrative

expenses of $8,204.

We recorded net other expense of $384,883 consisting of loss of $282,623 due to change in fair market value of derivative

liability, gain on a derivative of $27,833 on Series C Convertible Preferred Stock, and interest expense of $130,093.

Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024 (Unaudited)

For the three months ended March 31, 2025, we

did not record any revenues and related cost of sales.

Our operating expenses totaled $92,258 which included payroll costs of $50,000,

amortization of intangible assets of $12,205, and general and administrative expenses of $30,053.

We recorded net other expense of $64,953

consisting of loss of $15,764 due to change in fair market value of derivative liability;

loss on derivatives of $14,224 consisting of

loss on Series C Convertible Preferred Stock of $4,709 and loss on Series D Convertible Preferred Stock of $14,224;

interest expense of

$75,375 primarily due to recording of $62,800 as interest expense on issuance of Series D Convertible Preferred Stock;

received employee

retention credit from the internal revenue service totaling $8,882 in February 2025 which we recorded as other income.

We also recorded

$61,886 as preferred stock dividend on convertible preferred stock for the nine months ended September 30, 2024.

As a result, we incurred

a net loss of $773,580 for the nine months ended September 30, 2024.

nine months ended September 30, 2023, we earned revenues of $98,286 and incurred related cost of sales of $30,330.

Our operating expenses

were $410,757 which included professional fees of $138,027, payroll costs of $194,083, amortization of intangible assets of $37,023, and

general and administrative expenses of $41,623.

We recorded net other expenses of $131,297 consisting of a loss $34,600 due to change

in fair market value of derivative liability, gain on a derivative of $321, interest income on note receivable of $19,983, interest expense

of $117,001 on the convertible promissory notes.

We also recorded preferred stock dividend on convertible preferred stock of $49,803 for

the nine months ended September 30, 2023.

As a result, we incurred a net loss of $523,901 for the nine months ended September 30, 2023.

preferred stock dividend on convertible preferred stock of $23,102.

As a result of the above, we recorded a net loss of $180,313 attributable

to common stockholders for the three months ended March 31, 2025.

For the three months ended March 31, 2024, we

earned revenues of $2,500 and incurred related cost of sales of $2,125.

Our operating expenses were $66,682 which included payroll costs

of $50,518, amortization of intangible assets of $12,341, and general and administrative expenses of $3,823.

We recorded net other expense

of $135,111 consisting of loss of $81,239 due to change in fair market value of derivative liability, gain on a derivative of $28,157

on Series C Convertible Preferred Stock, and interest expense of $82,029.

We also recorded $19,200 as preferred stock dividend on convertible

preferred stock for the three months ended March 31, 2024.

As a result, we incurred a net loss of $220,618 for the three months ended

March 31, 2024.

During the current and prior period, we did not

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No revenues were earned in Q1 2025 and, thus,

revenues were substantially less than the same period in 2023.

revenues were less than the same period in 2024.

Revenue growth for the rest of 2025 will be challenging given the difficulty

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capital and the following factors:

· Our DOT Bridge Monitoring Contract ended in December 2023 but

we believe our Structural Health Monitoring (“SHM”) vertical is the foundation of our future revenue stream.

continue with our main contractor to the DOT for extension and expansion contracts.

Additional prospects with our current DOT state,

and DOT contacts in two other northeast states continue to be pursued but may not convert to contracts for another six to nine months.

Projects with local municipalities in our current northeast state also continue to be prospected and may convert to contracts in early

2025, as they are based on potential state grants and not dependent on state or municipal budget cycles.

· Our Smart Manufacturing vertical is another potential source

of future revenue based on the strong use case developed from our CNC POC and SaaS contracts over the past year.

Although the SaaS contract

ended in May 2024, the tool cost savings exceeded our projections, and we believe the customer will continue to benefit from the insights

The customer will continue to endorse our capabilities and services, including promotional video material previously released

We believe their endorsement and promotional videos are valuable collateral to prospect future Smart Manufacturing CNC business.

Additional POCs for other discrete manufacturing processes, including metal stamping, plastic injection molding, plastic extrusion, and

automated assembly and test are also potential avenues of future revenue streams.

· Our strategic partnership continues to be our greatest asset.

The strength of our Aingura IIoT, S.L.

partnership provides supplemental expertise, equipment and software, which ensures our ability

to bring value to our prospective customers.

Despite these positive factors, we continue to

face significant headwinds and we have not been able to raise material funds for ongoing operations through our existing financing agreements

· Our DOT Bridge Monitoring Contract ended in December 2023 but we believe our Structural Health

Monitoring (“ SHM ”) vertical is the foundation of our future revenue stream.

Recent discussions with our main

contractor to the DOT revealed that the monitoring program in which we’ve participated in previous years has been suspended

with no foreseeable plans to restart the program.

Despite this setback, our main contractor has confirmed we can continue to monitor

our two sites (at our cost), which will allow us to effectively market our system and services to local municipalities and other

We continue to pursue DOT contacts in two other northeast states, but these may not convert to contracts for another

Projects with local municipalities in our current northeast state also continue to be prospected and may convert to contracts

sometime in 2025, as they are based on potential state grants and not dependent on state or municipal budget cycles.

· Our Smart Manufacturing vertical is another potential source of future revenue based on the strong use

case developed from our CNC POC and SaaS contracts in previous years.

Although the SaaS contract ended in May 2024, the tool cost savings

exceeded our projections and our customer’s expectations.

This previous customer will continue to endorse our capabilities and services,

including promotional video material previously released and pending.

We believe their endorsement and promotional videos are valuable

collateral to prospect future Smart Manufacturing CNC business.

Additional POCs for other discrete manufacturing processes, including

metal stamping, plastic injection molding, plastic extrusion, and automated assembly and test are also potential avenues of future revenue

· We believe our strategic partnership continues to be our greatest asset.

The strength of our Aingura IIoT,

partnership provides supplemental expertise, equipment and software, which ensures our ability to bring value to our prospective

Their recent successes in expanding their minimally invasive monitoring and predictive algorithms into heavy industrial equipment

applications bodes well for additional U.S.

collaborations with us.

Despite these positive factors, we continue to face

significant headwinds and we have not been able to raise material funds for ongoing operations through our existing financing agreements

due to market conditions.

Our CEO and COO have not received any and have accrued all compensation since mid-April 2023 and the lack of

funds has severely limited sales and marketing efforts.

Our management continues to secure limited funding from our lead investor to pay

for ongoing expenses and our leadership team is considering our options for both the short and long term.

Given the current challenges

in raising adequate funds, management is pursuing options including vetting suitable companies to merge with or acquire us.

Our CEO and COO have received negligible compensation and have accrued almost all compensation since mid-April

2023 and the lack of funds has severely limited sales and marketing efforts.

Our management continues to secure limited funding from our

lead investor to pay for ongoing expenses and our leadership team is considering our options for both the short and long term.

current challenges in raising adequate funds, management is pursuing options including vetting suitable companies to merge with or acquire

We believe we’ve created valuable assets

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Liquidity and Capital Resources for the

Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023 (Unaudited)

At September 30, 2024, we reported a cash balance

of $3,181 as a result of an increase of $2,537 from $644 cash balance at December 31, 2023.

This increase was primarily as a result of

net cash of $17,600 provided by financing activities from the sale of Series B preferred stock.

Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024 (Unaudited)

At March 31, 2025, we reported a cash balance

of $17,861 as a result of a decrease of $5,732 from $23,593 cash balance at December 31, 2024.

This decrease was primarily as a result

of net cash used in operating activities of $56,532 offset against the net cash received from sale of Series D Convertible Preferred Stock

of $50,800 during the three months ended March 31, 2025.

Operating Activities

Net cash flows used in operating activities for

the nine months ended September 30, 2024 was $15,063, primarily attributed to the net loss of $773,580, amortization of debt discount

on notes payable and preferred stock of $4,000, amortization of intangible assets of $37,159, and net increase in operating assets and

liabilities of $717,358.

The Company recorded changes in operating assets and liabilities primarily attributable to decrease in accounts

receivable of $5,460, increase in accounts payable of $145,234, increase in accrued liabilities of $114,498, increase in derivative liabilities

of $343,615, increase in shares payable to related parties of $1,980, and increase in salaries payable to related parties of $106,571.

Net cash flows used in operating activities for

the nine months ended September 30, 2023 was $129,417, primarily attributed to the net loss of $523,901, stock compensation expense of

$825, discount received on note receivable of $2,805, amortization of debt discount on notes payable and preferred stock of $12,400, and

amortization of intangible assets of $37,023.

The Company recorded changes in operating assets and liabilities of $347,041 primarily attributable

to decrease in accounts receivable of $18,021, increase in prepaid expenses and other current assets of $10,028, decrease in accounts

payable of $38,108, increase in accrued liabilities of $125,434, increase in derivative liabilities of $96,279, decrease in unearned interest

of $5,151, increase in shares payable to related parties of $3,870, and increase in salaries payable to related parties of $156,724.

Net cash flows used in

operating activities for the three months ended March 31, 2025 was $56,532, primarily attributed to the net loss of $180,313, stock compensation

expense for services of $1,295, amortization of intangible assets of $12,205, loss on change in FMV of derivative liability of $20,473

of Series C and Series D Convertible Preferred Stock, and net increase in operating assets and liabilities of $72,742.

The Company recorded

changes in operating assets and liabilities primarily attributable to an increase in prepaid expenses and other current assets of $15,000,

decrease in accounts payable of $34,827, increase in accrued liabilities of $62,088, increase in derivative liabilities of $33,588, increase

in shares payable to related parties of $360, and increase in salaries payable to related parties of $31,599.

Net cash flows provided

by operating activities for the three months ended March 31, 2024 was $761, primarily attributed to the net loss of $220,618, amortization

of intangible assets of $12,341, and net increase in operating assets and liabilities of $209,038.

The Company recorded changes in operating

assets and liabilities primarily attributable to decrease in accounts receivable of $2,960, increase in accounts payable of $1,247, increase

in accrued liabilities of $42,805, increase in derivative liabilities of $121,906, increase in shares payable to related parties of $520,

and increase in salaries payable to related parties of $39,600.

Investing Activities

Net cash used in investing activities for the

nine months ended September 30, 2024 and 2023 was 0.

Net cash used in investing

activities for the three months ended March 31, 2025 and 2024 was $0.

Financing Activities

Net cash provided by financing activities for

the nine months ended September 30, 2024 was $17,600 due to cash received of $20,000 from equity financing of convertible preferred stock,

net of cash payment of $2,400 in fees paid in connection with the capital raise.

Net cash provided by financing activities for the nine

months ended September 30, 2023 was $113,871 primarily due to sales of our common stock of $54,195, Series B convertible preferred stock

of $62,000 and paid $2,324 in costs for raising capital.

As a result of the above activities, the Company

recorded an increase of $2,537 in cash for the nine months ended September 30, 2024, and a decrease of $15,546 in cash for the nine months

ended September 30, 2023, respectively.

The accompanying condensed 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 $2,801,570, 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.

Net cash provided by

financing activities for the three months ended March 31, 2025, was $50,800, due to cash received from sale of Series D Convertible Preferred

Stock of $60,000, net of cash payments of offering costs of $9,200.

Net cash provided by financing activities for the three months ended

March 31, 2024, was $0.

As a result of the above

activities, the Company recorded a decrease in cash of $5,732 for the three months ended March 31, 2025, and an increase in cash of $761

for the three months ended March 31, 2024, respectively.

The accompanying condensed unaudited 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 $2,826,576, 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.

The accompanying condensed unaudited 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.

Off-Balance Sheet Arrangements

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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 2. Management’s Discussion and Analysis