IIOT-OXYS, Inc. 10-Q

Item 1. Financial Statements IIOT-OXYS, Inc. and Subsidiaries Condensed Consolidated Balance Sheets March 31, 2025 December 31, 2024 (UNAUDITED) ASSETS Current Assets Cash and cash equivalents $ 17,861 $ 23,593 Prepaid expenses and other current assets 17,139 2,139 Total Current Assets 35,000 25,732 Intangible assets, net 137,244 149,449 Total Assets $ 172,244 $ 175,181 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities Accounts payable $ 287,646 $ 322,473 Accrued liabilities 756,003 693,914 Deferred revenue 31,425 31,425 Notes payable - current 393,942 138,942 Shares payable to related parties 13,932 18,638 Salaries payable to related parties 570,580 538,981 Derivative liabilities 808,048 758,787 Total Current Liabilities 2,861,576 2,503,160 Notes payable – 255,000 Due to stockholders 1,000 1,000 Total Liabilities 2,862,576 2,759,160 Commitments and Contingencies (Note 4) – – Series B Convertible Preferred Stock, 600 shares designated, $ 0.001 Par Value, $ 1,200 stated value; 583 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 699,600 694,800 Series C Convertible Preferred Stock, 5,000 shares designated, $ 0.001 Par Value, $ 1,200 stated value; 57 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively. Liquidation preference $ 68,400 and $ 0 at December 31, 2024 and 2023, respectively 68,400 68,400 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 72,000 – Stockholders' Equity (Deficit) Preferred Stock, $ 0.001 par value, 10,000,000 Shares authorized – – Series A Preferred Stock, 25,845 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively 26 26 Common Stock $ 0.001 Par Value, 3,000,000,000 shares authorized; 560,315,293 shares and 555,015,293 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively 560,316 555,016 Additional paid in capital 7,297,891 7,306,031 Accumulated deficit ( 11,388,565 ) ( 11,208,252 ) Total Stockholders' Equity (Deficit) ( 3,530,332 ) ( 3,347,179 ) Total Liabilities and Stockholders' Equity $ 172,244 $ 175,181 The accompanying notes are an integral part of these condensed unaudited consolidated financial statements. 3 IIOT-OXYS, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited) For The Three months Ended March 31, 2025 2024 Revenues $ – $ 2,500 Cost of Sales – 2,125 Gross Profit – 375 Operating Expenses Amortization of intangible assets 12,205 12,341 General and administrative 80,053 54,341 Total Operating Expenses 92,258 66,682 Other Income (Expense) Gain (loss) on change in FMV of derivative liability 15,764 ( 81,239 ) Gain (loss) on derivative ( 14,224 ) 28,157 Interest expense ( 75,375 ) ( 82,029 ) Other income 8,882 – Total Other Income (Expense) ( 64,953 ) ( 135,111 ) Net Loss Before Income Taxes ( 157,211 ) ( 201,418 ) Provision for Income Tax – – Net Loss $ ( 157,211 ) $ ( 201,418 ) Convertible Preferred Stock Dividend ( 23,102 ) ( 19,200 ) Net Loss Attributable to Common Stockholders $ ( 180,313 ) $ ( 220,618 ) Net Profit (Loss) Per Share Attributable to Common Stockholders - Basic and Diluted $ ( 0.00 ) $ ( 0.00 ) Weighted Average Shares Outstanding Attributable to Common Stockholders - Basic and Diluted 556,489,737 517,872,436 The accompanying notes are an integral part of these condensed unaudited consolidated financial statements. 4 IIOT-OXYS, Inc. and Subsidiaries Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) For the three months ended March 31, 2025 Preferred Stock Common Stock Additional Paid-In Accumulated Total Stockholders' Equity Series A Amount Shares Amount Capital Deficit (Deficit) Balance - December 31, 2024 25,845 $ 26 555,015,293 $ 555,016 $ 7,306,031 $ ( 11,208,252 ) $ ( 3,347,179 ) Sales commissions paid on capital raise – – – – ( 9,200 ) – ( 9,200 ) Common stock issued for services – – 300,000 300 60 – 360 Common stock issued to related parties for services – – 5,000,000 5,000 1,000 – 6,000 Net loss – – – – – ( 180,313 ) ( 180,313 ) Balance -March 31, 2025 25,845 $ 26 560,315,293 $ 560,316 $ 7,297,891 $ ( 11,388,565 ) $ ( 3,530,332 ) For the three months ended March 31, 2024 Preferred Stock Common Stock Additional Paid-In Accumulated Total Stockholders' Equity Series A Amount Shares Amount Capital Deficit (Deficit) Balance - December 31, 2023 25,845 $ 26 470,015,293 $ 470,016 $ 7,350,291 $ ( 10,443,597 ) $ ( 2,623,264 ) Common stock issued for conversion of convertible note payable – – 85,000,000 85,000 ( 38,000 ) – 47,000 Net loss – – – – – ( 220,618 ) ( 220,618 ) Balance - March 31, 2024 25,845 $ 26 555,015,293 $ 555,016 $ 7,312,291 $ ( 10,664,215 ) $ ( 2,796,882 ) The accompanying notes are an integral part of these condensed unaudited consolidated financial statements. 5 IIOT-OXYS, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) For the Three Months Ended March 31, 2025 2024 Cash Flows from Operating Activities Net loss $ ( 180,313 ) $ ( 220,618 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities Stock compensation expense for services 1,295 – Amortization of intangible assets 12,205 12,341 Amortization of debt discount on Series D Preferred Stock 12,000 – Loss on change in FMV of derivatives liability 20,473 – Changes in Operating Assets and Liabilities Decrease in accounts receivable – 2,960 (Decrease) in prepaid expenses and other current assets ( 15,000 ) – (Decrease) Increase in accounts payable ( 34,827 ) 1,247 Increase in accrued liabilities 62,088 42,805 Increase in derivative liability 33,588 121,906 Increase in shares payable to related parties 360 520 Increase in salaries payable to related parties 31,599 39,600 Net Cash (Used in) Provided by Operating Activities ( 56,532 ) 761 Cash Flows from Investing Activities Cash paid for note receivable – – Net Cash Used in Investing Activities – – Cash Flows from Financing Activities Cash received from sale of Series D Preferred Stock 60,000 – Cash payments of offering costs ( 9,200 ) – Net Cash Provided by Financing Activities 50,800 – Net (Decrease) Increase in Cash and Cash Equivalents ( 5,732 ) 761 Cash and Cash Equivalents - Beginning of Period 23,593 644 Cash and Cash Equivalents - End of Period $ 17,861 $ 1,405 Supplement Disclosures of Cash Flow Information Interest paid $ – $ – Income taxes paid $ – $ – Supplemental Disclosures of Non-Cash Investing and Financing Activities Issuance of common stock for services $ 6,360 $ – The accompanying notes are an integral part of these condensed unaudited consolidated financial statements. 6 IIOT-OXYS, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements March 31, 2025 and 2024 (Unaudited) NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN Unless otherwise indicated, any reference to “the Company”, “we”, “us”, or “its” refers to IIOT-OXYS, Inc., a Nevada corporation, and as applicable to its wholly-owned subsidiaries, OXYS Corporation, a Nevada corporation, and HereLab, Inc., a Delaware corporation. IIOT-OXYS, Inc., incorporated in Nevada on July 6, 2017, (the “ Company ”) was established for the purpose of designing, building, testing, and selling Edge Computing Systems for the Industrial Internet. The Company is currently devoting substantially all its efforts in identifying, developing and marketing engineered products, software and services for applications in the Industrial Internet which involves collecting and processing data collected from a wide variety of industrial systems and machines. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP ”) and include the accounts of the Company. The financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. In the opinion of the Company’s management, the financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. Going Concern 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 $ 2,826,576 , 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. Management believes that the Company will be able to achieve a satisfactory level of liquidity to meet the Company’s obligations for the next twelve months by generating cash through additional borrowings and/or sale of equity securities, as needed. However, there can be no assurance that the Company will be able to generate sufficient liquidity to maintain its operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following summary of the significant accounting policies of the Company is presented to assist in the understanding of the Company’s financial statements. These accounting policies conform to the generally accepted accounting principles (the “GAAP”) in all material respects and have been consistently applied in preparing the accompanying consolidated financial statements. 7 Interim Financial Statements The accompanying unaudited interim condensed consolidated financial statements and related notes have been prepared in accordance with GAAP for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements furnished reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2024, filed with the SEC on April 30, 2025. Principles of Consolidation 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts payable, accrued liabilities and payable to related parties. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Basic and Diluted Earnings (Loss) Per Common Share The Company computes earnings (loss) per share in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ ASC ”), ASC 260, “ Earnings per Share” . ASC 260 requires presentation of both basic and diluted earnings per share (“ EPS ”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible note and preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Revenue Recognition The Company 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. The Company recognizes revenue in accordance with ASC Topic No. 606, Revenue from Contracts with Customers which was adopted on January 1, 2018. The Company recognizes revenue based on the following criteria of ASC 606: · Identification of a contract or contracts with a customer. · Identification of the performance obligations in the contract. · Determination of contract price. · Allocation of transaction price to the performance obligation. · Recognition of revenue when, or as, performance obligation is satisfied. 8 The Company used a practical expedient available under ASC 606-10-65-1(f)4 that permits it to consider the aggregate effect of all contract modifications that occurred before the beginning of the earliest period presented when identifying satisfied and unsatisfied performance obligations, transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations. The Company has elected to treat shipping and handling activities as the cost of sales. Additionally, the Company has elected to record revenue net of sales and other similar taxes. Recent Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 720): Improvements to Income Tax Disclosures (“ASU 2023-09”) , which prescribes standard categories for the components of the effective tax rate reconciliation and requires disclosure of additional information for reconciling items meeting certain quantitative thresholds, requires disclosure of disaggregated income taxes paid, and modifies certain other income tax-related disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and allows for adoption on a prospective basis, with a retrospective option. The Company is currently evaluating the potential impact of the adoption of ASU 2023-09 on its consolidated financial statements. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The disclosures requirements included in ASU 2023-07 are required for all public entities, including those with a single reportable segment. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, on a retrospective basis, and early adoption is permitted. The Company is currently evaluating the potential impact of ASU 2023-07 on its consolidated financial statements. NOTE 3 – INTANGIBLE ASSETS The Company’s intangible assets comprise of intellectual property revolving around their field tests, sensor integrations, and board designs. Intangible assets, net of amortization, amounted to $ 137,244 and $ 149,449 as of March 31, 2025 and December 31, 2024, respectively. Schedule of intangible assets March 31, 2025 (Unaudited) December 31, 2024 Intangible Assets $ 495,000 $ 495,000 Accumulated amortization ( 357,756 ) ( 345,551 ) Intangible Assets, net $ 137,244 $ 149,449 The Company determined that none of its intangible 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 March 31, 2025: Schedule of estimated future amortization expense of intangible assets Amortization Expense 2025 (Remainder of the year) $ 37,295 2026 49,500 2027 49,500 Thereafter 949 Total $ 137,244 9 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. 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 On June 2, 2022, the Board approved an Employment Agreement with the CEO dated effective April 1, 2022 whereby, the CEO will receive an annual salary of $100,000 which accrues unless converted into shares of common stock of the Company at a stipulated conversion rate. If the Company reaches $1,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $150,000 commencing the following month. If the Company reaches $5,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $200,000 commencing the following month. The Company awarded the CEO an aggregate of 7,000,000 shares of the Company’s common stock under the 2022 Stock Incentive Plan, which will vest (i) 1,500,000 shares on April 1, 2023, (ii) 2,500,000 shares on April 1, 2024, and (iii) 3,000,000 shares on April 1, 2025. The shares are valued at 90% of the average market price of the shares of 30 trading days at the end of each quarter. The Company has recorded $ 297,345 and $ 279,352 in salaries payable to the CEO as of March 31, 2025 and December 31, 2024, respectively. Employment Agreement – COO/Interim CFO On June 2, 2022, the Board approved an Employment Agreement with the COO/Interim CFO dated effective April 1, 2022, whereby, the officer will receive an annual salary of $100,000 which accrues unless converted into shares of common stock of the Company at a stipulated conversion rate. If the Company reaches $1,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $150,000 commencing the following month. If the Company reaches $5,000,000 in cumulative sales over a 12-month period, the annual salary will increase to $200,000 commencing the following month. The Company awarded the COO/Interim CFO an aggregate of 7,000,000 shares of the Company common stock under the 2022 Stock Incentive Plan, which will vest (i) 1,500,000 shares on April 1, 2023, (ii) 2,500,000 shares on April 1, 2024, and (iii) 3,000,000 shares on April 1, 2025. The shares are valued at 90% of the average market price of the shares of 30 trading days at the end of each quarter. The Company recorded $ 273,235 and $ 263,041 in salaries payable to the COO/Interim CFO as of March 31, 2025 and December 31, 2024, respectively. 10 NOTE 5 – CONVERTIBLE NOTES PAYABLE The following table summarizes the outstanding 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 March 31, 2025 (Unaudited) December 31, 2024 A. 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. $ 205,000 $ 205,000 D. 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. 50,000 50,000 E. Convertible note payable to a related party with interest at 12% per annum, convertible at any time into shares of common stock at $0.0006 per share. Interest is payable quarterly with the balance of principal and interest due on maturity on August 2, 2025. The note is secured by substantially all the assets of the Company. 125,000 125,000 G. Convertible note payable to an investor with interest at 10% per annum, convertible at any time into shares of common stock at $0.0006 per share. Note was issued as payment for future fees to be incurred under the related Equity Financing Agreement. Principal and interest due on maturity on April 29, 2025. The note is secured by substantially all the assets of the Company. 13,942 13,942 393,942 393,942 Less current portion ( 393,942 ) ( 138,942 ) Long term portion $ – $ 255,000 A. January 18, 2018 Convertible Note and Warrants (“Note A”) On March 14, 2022, the noteholder of Note A agreed to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note to March 1, 2023, in exchange for the reduction of the conversion price to $0.008 per share, and all prior Events of Default (as defined in the Note A) including penalties were waived, and all future Events of Default (as defined in the Note A) pertaining to the future payment of interest were waived through maturity. On July 21, 2023, the noteholder of Note A agreed to extend the maturity date to March 1, 2024 and then Note A was automatically extended for one-year term to March 1, 2026 unless written notice of objection was provided by the noteholder. The Note A is convertible into shares of common stock at the lowest 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. · The Company shall use its best efforts to file a registration statement registering the resales of the 1 st Incentive Shares within 45 calendar days from the date hereof. The Company shall use is best efforts to have the registration statement declared “effective” within sixty (60) calendar days from its filing. The Company shall use its best efforts to have a registration statement registering the resales of the 1st Incentive Shares remain effective until such time that the noteholder of Note A no longer holds any such 1st Incentive Shares. · Upon full conversion of the Note A and Note D, the Company shall issue to the holder of Note A fifty thousand dollars ($50,000) worth of common shares (the “2nd Incentive Shares”) and the price per 2nd Incentive Share shall be the VWAP per common share of the Company (subject to adjustments) for the previous ten (10) Trading Days. · The Company shall use its best efforts to file a registration statement registering the resales of the 2nd Incentive Shares within forty-five (45) calendar days from the date of issuance. The Company shall use is best efforts to have the registration statement declared “effective” within sixty (60) calendar days from its filing. The Company shall use its best efforts to have a registration statement registering the resales of the 2nd Incentive Shares remain effective until such time that the noteholder of Note A no longer holds any such 2nd Incentive Shares. 11 The Company recorded interest expense of $ 6,066 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. D. March 2019 Convertible Note and Warrants (“Note D”) On March 14, 2022, the noteholder of Note D agreed to extend the maturity date of March 1, 2022 of the Senior Secured Convertible Promissory Note to March 1, 2023, in exchange for the reduction of the conversion price to $0.008 per share, and all prior Events of Default (as defined in the Note D) including penalties were waived, and all future Events of Default (as defined in the Note D) pertaining to the future payment of interest were waived through maturity. On July 21, 2023, the noteholder of Note D agreed to extend the maturity date to March 1, 2024 and then Note D was automatically extended for one-year term to March 1, 2026 unless written notice of objection was provided by the noteholder. The Note D is convertible into shares of common stock at the lowest VWAP or $0.001 per share during the look back period (see “Note A” above). The Company recorded interest expense of $ 1,479 and $ 1,496 for the three months ended March 31, 2025 and 2024. Accrued interest payable on Note D totaled $ 34,193 and $ 32,714 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. E. August 2019 Convertible Note and Warrants (“Note E”) On August 5, 2024, the noteholder of Note E agreed to extend the maturity date of the Senior Secured Convertible Promissory Note to August 2, 2025 for no additional consideration. All other terms and conditions of the Note E remained the same. The Company recorded interest expense of $ 3,699 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 March 31, 2025 and December 31, 2024, respectively. G . July 2020 Equity Financing Arrangement (“Note G”) On April 29, 2022, the noteholder of Note G agreed to extend the maturity date of the Secured Convertible Promissory Note to April 29, 2023 . On May 1, 2023, the noteholder of Note G agreed to extend the maturity date of the Secured Convertible Promissory Note to April 29, 2025. All other terms and conditions of the Note G remained the same. During the three months ended March 31, 2024, the noteholder of Note G converted principal amount of $ 45,045 and accrued interest of $ 1,955 in exchange of 85,000,000 shares of common stock of the Company. The Company recorded interest expense on Note 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 ended March 31, 2025 and 2024, respectively: Schedule of computation of basic and diluted net loss per share of common stock Three Months Ended March 31, 2025 2024 Net loss attributable to common stockholders (basic) $ ( 180,313 ) $ ( 220,618 ) Shares used to compute net loss per common share, basic and diluted 556,489,737 517,872,436 Net loss per share attributable to common stockholders, basic and diluted $ ( 0.00 ) $ ( 0.00 ) 12 Basic net loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares and common share equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities, which include stock options, convertible debt, convertible preferred stock and common stock warrants have been excluded from the computation of diluted net loss per share as they would be anti-dilutive. For all periods presented, there is no difference in the number of shares used to compute basic and diluted shares outstanding due to the Company’s net loss position. The following outstanding common stock equivalents 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 March 31, 2025 2024 Warrants to purchase common stock – 2,868,397 Potentially issuable shares related to convertible notes payable and convertible preferred stock 777,016,043 718,449,246 Potentially issuable vested shares to directors and officers 8,200,000 – Potentially issuable unvested shares to directors and officers 6,100,000 – Total anti-dilutive common stock equivalents 791,316,043 721,317,643 NOTE 7 – RELATED PARTIES 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. The Company leases its current office facility from these stockholders on a month-to-month basis at a monthly rent of $250 starting January 1, 2020. Rent expense totaled $ 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 (“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 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 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. Common Stock Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. 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 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 shares of common stock are fully paid and non-assessable. Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock. 13 On February 24, 2021, the Company entered into a Common Stock Purchase Agreement with an investor pursuant to which the investor agreed to purchase up to $5,000,000 of the Company’s registered common stock at $0.015 per share. Pursuant to the Agreement, purchases may be made by the Company during the Commitment Period (as defined in the Agreement) through the submission of a purchase notice to the investor no sooner than ten business days after the preceding closing. No purchase notice can be made in an amount less than $10,000 or greater than $500,000 or greater than two times the average of the daily trading dollar volume for the Company’s common stock during the ten business days preceding the purchase date. Each purchase notice is limited to the investor beneficially owning no more than 4.99% of the total outstanding common stock of the Company at any given time. There are certain conditions precedent to each purchase including, among others, an effective registration statement in place and the VWAP of the closing price of the Company’s common stock greater than $0.0175 for the Company's common stock during the five business days prior to closing. From January 1, 2024 to 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. The shares issued were valued at the fair value of common stock on the date of issuance. Stock Incentive Plans On December 14, 2017, the Board of Directors of the Company approved the 2017 Stock Incentive Plan (the “ 2017 Plan ”). Awards may be made under the 2017 Plan for up to 4,500,000 shares of common stock of the Company. All of the Company’s employees, officers and directors, as well as consultants and advisors to the Company are eligible to be granted awards under the 2017 Plan. No awards can be granted under the 2017 Plan after the expiration of 10 years from the plan approval, but awards previously granted may extend beyond that date. Awards may consist of both incentive and non-statutory options, restricted stock units, stock appreciation rights, and restricted stock awards. 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 Company approved the 2019 Stock Incentive Plan (the “ 2019 Plan ”). Awards may be made under the 2019 Plan for up to 5,000,000 shares of common stock of the Company. All of the Company’s employees, officers and directors, as well as consultants and advisors to the Company are eligible to be granted awards under the 2019 Plan. No awards can be granted under the 2019 Plan after the expiration of 10 years from the plan approval, but awards previously granted may extend beyond that date. Awards may consist of both incentive and non-statutory options, restricted stock units, stock appreciation rights, and restricted stock awards. 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 and adopted the 2022 Stock Incentive Plan (the “ 2022 Plan ”). Awards may be made under the 2022 Plan for up to 20,000,000 shares of common stock of the Company, subject to adjustment as to the number and kind of shares awarded. Only employees and directors of the Company or an Affiliated company are eligible to receive Incentive Options under the 2022 Plan. The Company awarded 7,000,000 shares of the Company’s common stock to an officer and 7,000,000 shares of common stock to a director of the Company (see Note 4) vesting 1,500,000 shares vesting on the first anniversary on the date of issuance, 2,500,000 shares vesting on the second anniversary of the date of issuance, and 3,000,000 shares on the third anniversary of the date of issuance. In addition, on October 3, 2022, the Company awarded 300,000 shares of common stock to an advisor vesting 100,000 shares on the first anniversary date of issuance, 100,000 shares vesting on the second anniversary, and the remaining 100,000 vesting the third anniversary of the date of issuance. The common shares vested pursuant to the 2022 Plan amounted to 8,200,000 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. Total 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 agreements are issued under the 2017 Stock Incentive Plan and the 2019 Stock Incentive Plan (see Note 4). Vesting of the shares is subject to acceleration of vesting upon the occurrence of certain events such as a Change of Control (as defined in the agreement) or the listing of the Company’s common stock on a senior exchange. 14 A summary of the status of the Company’s non-vested shares at March 31, 2025 and 2024 and changes during the three months ended, is presented below: Schedule of non-vested shares 2019 Stock Incentive Plan Shares of Common Stock Weighted Average Exercise Price Authorized shares per the 2022 Plan – 5,000,000 shares Balance at December 31, 2023 – $ – Awarded – – Issued – – Forfeited – – Balance at March 31, 2024 – $ – Balance at December 31, 2024 1,470,000 $ – Awarded – – Issued ( 200,000 ) 0.006146 Forfeited – – Balance at March 31, 2025 -- (Unvested) 1,270,000 $ 0.006146 2022 Stock Incentive Plan Shares of Common Stock Weighted Average Exercise Price Authorized shares per the 2022 Plan – 20,000,000 shares Balance - December 31, 2023 – $ – Awarded 11,200,000 0.006146 Issued – – Forfeited – – Balance - March 31, 2024 11,200,000 $ 0.006146 Balance - December 31, 2024 11,200,000 $ 0.006146 Awarded – – Issued ( 5,100,000 ) 0.006146 Forfeited – – Balance - March 31, 2025 – (Unvested) 6,100,000 $ 0.006146 15 Preferred Stock Series A Supervoting Convertible Preferred Stock On July 2, 2020, the Board of Directors of the Company authorized the issuance of 15,600 shares of preferred stock, $ 0.001 par value per share, designated as Series A Supervoting Convertible Preferred Stock. Dividends: Initially, there will be 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: Upon the occurrence of a Liquidation Event (as defined below), the holders of Series A Supervoting Preferred Stock are entitled to receive net assets on a pro-rata basis. Each holder of Series A Supervoting Preferred Stock is entitled to receive ratably any dividends declared by the Board, if any, out of funds legally available for the payment of dividends. Liquidation Event means (i) the liquidation, dissolution or winding-up, whether voluntary or involuntary, of the Company, (ii) the purchase or redemption by the Company of the shares of any class of stock or the merger or consolidation of the Company with or into any other corporation or corporations, or (iii) the sale, license or lease of all or substantially all, or any material part of, the Company’s assets. Conversion: Each holder of Series A Supervoting Preferred Stock may voluntarily convert its shares into shares of common stock of the Company at a rate of 1:100 (as may be adjusted for any combinations or splits with respect to such shares). Rank: All shares of the Series A Supervoting Preferred Stock shall rank senior to the Company’s (A) common stock, par value $0.001 per share, and any other class or series of capital stock of the Company hereafter created. Voting Rights: A. If at least one share of Series A Super Voting Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Super Voting Preferred Stock at any given time, regardless of their number, shall have voting rights equal to 20 times the sum of: i) the total number of shares of Common stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of all Series of Preferred stocks which are issued and outstanding at the time of voting. B. Each individual share of Series A Super Voting Preferred Stock shall have the voting rights equal to: [twenty times the sum of: {all shares of Common stock issued and outstanding at the time of voting + all shares of Series A and any newly designated Preferred stock issued and outstanding at the time of voting}] Divided by: [the number of shares of Series A Super Voting Preferred Stock issued and outstanding at the time of voting] With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series A Super Voting Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Articles of Incorporation or Bylaws. The Company had 25,845 shares of Series A Preferred Stock issued and outstanding at March 31, 2025 and December 31, 2024, respectively. 16 Series B Convertible Preferred Stock Equity Financing On November 16, 2020, the Board of Directors of the Company had authorized issuance of up to 600 shares of preferred stock, $ 0.001 par value per share, designated as Series B Convertible Preferred Stock. Each share of Preferred Stock shall have a par value of $0.001 per share and a stated value of $ 1,200 , subject to the increase set forth in the Certificate of Designation. Dividends: Each share of Series B Convertible Preferred Stock shall be entitled to receive, and the Company shall pay, cumulative dividends of 12% per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Series B Convertible Preferred Share has been converted or redeemed (the “Dividend End Date”). Dividends may be paid in cash or in shares of Series B Convertible Preferred Stock. From and after the initial Closing Date, in addition to the payment of dividends pursuant to Section 2(a), each Holder shall be entitled to receive, and the Company shall pay, dividends on shares of Series B Convertible Preferred Stock equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. The Company shall pay no dividends on shares of the common stock unless it simultaneously complies with the previous sentence. Voting Rights : The Series B Convertible Preferred Stock will vote together with the common stock on an as converted basis subject to the Beneficial Ownership Limitations (not in excess of 4.99% conversion limitation). However, as long as any shares of Series B Convertible Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series B Convertible Preferred Stock directly and/or indirectly (a) alter or change adversely the powers, preferences or rights given to the Series b Convertible Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to redemption or distribution of assets upon a Liquidation (as defined in Section 5) senior to, or otherwise pari passu with, the Series b Convertible Preferred Stock or, authorize or create any class of stock ranking as to dividends senior to, or otherwise pari passu with, the Series b Convertible Preferred Stock, (c) amend its Articles of Incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (d) increase the number of authorized shares of Series B Convertible Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing. Liquidation : Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon under this Certificate of Designation, for each share of Series B Convertible Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. Conversion : Each share of Series B Convertible Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at the option of the Holder thereof, into that number of shares of common stock (subject to the limitations) determined by dividing the Stated Value of such share of Series B Convertible Preferred Stock by the Conversion Price. The Conversion Price for the Series b Convertible Preferred Stock shall be the amount equal to the lowest traded price for the Company’s common stock for the fifteen (15) Trading Days immediately preceding the date of such conversion. All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the common stock during such a measuring period. Following an event of default, the Conversion price shall equal the lower of : (a) the then applicable Conversion Price; or (b) a price per share equaling 80% of the lowest traded price for the Company’s common stock during the ten (10) trading days preceding the relevant Conversion. Redemption: The Series B Convertible Preferred Stock may be redeemed by payment of the stated value thereof, with the following premiums based on the time of the redemption. · 115% of the stated value if the redemption takes place within 90 days of issuance · 120% of the stated value if the redemption takes place after 90 days and within 120 days of issuance · 125% of the stated value if the redemption takes place after 120 days and within 180 days of issuance; and · each share of Preferred Stock is redeemed one year from the day of issuance 17 November 19, 2020 On November 19, 2020, pursuant to the terms of a Securities Purchase Agreement dated November 16, 2020 (the “SPA”), the Company entered into a new preferred equity financing agreement with GHS Investments, LLC (“GHS”) in the amount of up to $600,000. The SPA provides for GHS’s purchase, from time to time, of up to 600 shares of the newly designated Series B Convertible Preferred Stock. The initial closing under the SPA consisted of 45 shares of Series B Convertible Preferred Stock, stated value $1,200 per share, issued to GHS for an initial purchase price of $45,000, or $1,000 per share. At the Company’s option, and subject to the terms of the SPA and the Certificate of Designation for the Series B Convertible Preferred Stock (the “COD”), additional closings in the amount of 40 shares of Series B Convertible Preferred Stock for a total purchase price of $40,000 may take place at a rate of up to once every 30 days. In connection with the initial closing in the amount of 45 shares of Series B Convertible Preferred Stock, the Company issued an additional 25 shares of Series B Convertible Preferred Stock to GHS as a commitment fee. No additional closing may take place after the two-year anniversary of the SPA, or once the entire $600,000 amount has been funded. If the average daily dollar trading volume for the Company’s common stock for the 30 trading days preceding a particular additional closing is at least $50,000 per day, the Company may, at its option, increase the amount of that additional closing to 75 shares of Series B Convertible Preferred Stock ($75,000). The Series B Convertible Preferred Stock is classified 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 period. On November 19, 2020, GHS purchased a total of 70 shares of Series B Convertible Preferred Stock for gross proceeds of $ 45,000 . The Company paid $ 900 in selling commissions to complete this financing. On November 19, 2020 (the date of receipt of cash proceeds of $45,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 103,267 , $ 58,267 as day one loss on the derivative, $ 39,000 as interest expense, and $ 39,000 as Series B Convertible Preferred Stock mezzanine liability, and $ 45,000 as amortization. The Company recalculated the value of the derivative 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 the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0006 to $0.0141, the closing stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.0184, an expected dividend yield of 0%, expected volatility ranging from 160.41% to 440.99%, risk-free interest rates ranging from 0.07% to 5.46%, and an expected term ranging from 0.13 years to 1.50 years. December 16, 2020 On December 16, 2020, pursuant to the terms of the SPA, GHS purchased an additional 85 shares of Series B Convertible Preferred Stock for gross proceeds of $ 85,000 . The Company paid $ 1,700 in selling commissions to complete this financing. On December 16, 2020 (the date of receipt of cash proceeds of $85,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 106,241 , $ 21,241 as day one loss on the derivative, $ 17,000 as interest expense, and $ 17,000 as Series B Convertible Preferred Stock mezzanine liability, and $ 85,000 as amortization. 18 The Company recalculated the value of the derivative 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 the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0006 to $0.0141, the closing stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.0184, an expected dividend yield of 0%, expected volatility ranging from 160.41% to 437.59%, risk-free interest rates ranging from 0.07% to 5.46%, and an expected term ranging from 0.21 years to 1.50 years. December 20, 2021 On December 20, 2021, pursuant to the terms of the SPA, GHS purchased an additional 51 shares of Series B Convertible Preferred Stock for gross proceeds of $ 51,000 . The Company paid $ 1,000 in selling commissions to complete this financing. For the year ended December 31, 2021, the Company inadvertently reported this sale of 51 shares as Series A Preferred stock (See Series A Supervoting Preferred Stock). The accompanying financial statements reflect the correct purchase of Series B Convertible Preferred Stock rather than Series A Convertible Preferred Stock. The overall effect of this correction was not significant to the December 31, 2021 financial statements. The Company recalculated the value of the derivative liability associated with this convertible preferred stock 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 31, 2024. 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 the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0006 to $0.005 the closing stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.0070, an expected dividend yield of 0%, expected volatility ranging from 174.58% to 221.64%, risk-free interest rates ranging from 0.91% to 5.46%, and an expected term of 1.50 years. February 7, 2022 On February 7, 2022, pursuant to the terms of the SPA, GHS purchased an additional 51 shares of Series B Convertible Preferred Stock for gross proceeds of $ 51,000 . The Company paid $1,000 in selling commissions to complete this financing. On February 7, 2022 (the date of receipt of cash proceeds of $51,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 65,025 , $ 14,025 as day one loss on the derivative, $ 10,200 as interest expense, and $ 10,200 as Series B Convertible Preferred Stock mezzanine liability, and $ 51,000 as amortization. The Company recalculated the value of the derivative liability associated with the convertible note and recorded a 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. 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 the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0006 to $0.0096, the closing stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.0172, an expected dividend yield of 0%, expected volatility ranging from 160.35% to 201.38%, risk-free interest rates ranging from 1.09% to 5.46%, and an expected term of 1.35 to 1.5 years. 19 March 24, 2022 On March 24, 2022, pursuant to the terms of the SPA, GHS purchased an additional 136 shares of Series B Convertible Preferred Stock for gross proceeds of $ 136,000 . The Company paid $ 2,720 in selling commissions to complete this financing. On March 24, 2022 (the date of receipt of cash proceeds of $136,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 328,422 , $ 192,422 as day one loss on the derivative, $ 27,200 as interest expense, and $ 27,200 as Series B Convertible Preferred Stock mezzanine liability, and $ 136,000 as amortization. The Company recalculated the value of the derivative liability associated with the convertible note 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 the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0006 to $0.0096, the closing stock price of the Company's common stock on the date of valuation ranging from $0.00065 to $0.00183, an expected dividend yield of 0%, expected volatility ranging from 160.35% to 202.70%, risk-free interest rates ranging from 1.55% to 5.46%, and an expected term of 1.48 to 1.5 years. November 17, 2022 On November 17, 2022, pursuant to the terms of the SPA, GHS purchased an additional 61 shares of Series B Convertible Preferred Stock for gross proceeds of $ 61,000 . The Company paid $ 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 , $ 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 $ 2,166 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 the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0006 to $0.0020, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0006 to $0.0022, an expected dividend yield of 0%, expected volatility ranging from 174.58% to 201.59%, risk-free interest rates ranging from 4.68% to 5.46%, and an expected term of 1.5 years. August 24, 2023 On August 24, 2023, pursuant to the terms of the SPA, GHS purchased 62 shares of Series B Convertible Preferred Stock for gross proceeds of $ 62,000 . The Company paid $ 1,240 in selling commissions to complete this financing. On August 24, 2023 (the date of receipt of cash proceeds of $62,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 61,679 , $ 321 as day one gain on the derivative, $ 12,400 as interest expense, and $ 12,400 as Series B Convertible Preferred Stock mezzanine liability, and $ 62,000 as amortization. 20 The Company recalculated the value of the derivative 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 the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0006 to $0.0014, the closing stock price of the Company’s common stock on the date of valuation ranging from $0.00065 to $0.0015, an expected dividend yield of 0%, expected volatility ranging from 189.98% to 202.70%, risk-free interest rates ranging from 4.79% to 5.46%, and an expected term of 1.5 years. April 16, 2024 On April 16, 2024, pursuant to the terms of the SPA, GHS purchased 20 shares of Series B Convertible Preferred Stock for gross proceeds of $ 17,600 . The Company paid $ 2,400 in selling commissions to complete this financing. On April 16, 2024 (the date of receipt of cash proceeds of $17,600 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 20,324 , $ 321 as day one loss on the derivative, $ 4,000 as interest expense, and $ 24,000 as Series B Convertible Preferred Stock mezzanine liability, and $ 20,000 as amortization. The Company recalculated the value of the derivative liability associated with the convertible note 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 the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.0006 to $0.0009, the closing stock price of the Company’s common stock on the date of valuation ranging from $0.0007 to $0.0014, an expected dividend yield of 0%, expected volatility ranging from 186.23% to 205.33%, risk-free interest rates ranging from 4.05% to 5.18%, and an expected term of 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. 21 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 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. Dividends: Each share of Series C Convertible Preferred Stock shall be entitled to receive, and the Company shall pay, cumulative dividends of 12% per annum, payable quarterly, beginning on the Original Issuance Date and ending on the date that such share of Series C Convertible Preferred Share has been converted or redeemed (the “Dividend End Date”). Dividends may be paid in cash or in shares of Series C Convertible Preferred Stock. From and after the issuance date, in addition to the payment of dividends pursuant to Section 3 (a), each Holder shall be entitled to receive, and the Company shall pay, dividends on shares of Series C Convertible Preferred Stock equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. The Company shall pay no dividends on shares of the common stock unless it simultaneously complies with the previous sentence. Voting Rights : The Holder shall be entitled to vote on an as-converted basis (subject to the Beneficial Ownership Limitation), together with the holders of Common Stock, with respect to any question upon which the holders of Common Stock have the right to vote, except as may be otherwise provided by applicable law. Except as otherwise expressly provided herein or as required by law, the Holders of Series C Preferred Stock and the holders of Common Stock shall vote together and not as separate classes. Liquidation : Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary (a “Liquidation”), the Holders shall be paid, in preference and prior to any payment made to the holders of the Junior Securities and any other stock ranking in liquidation junior to the Series C Preferred Stock, an amount per share equal to the Stated Value (such amount is referred to herein as the “Liquidation Preference”). If upon a Liquidation Event, the assets to be distributed among the Holders shall be insufficient to permit payment in full to the Holders of the Liquidation Preference, then the entire assets of the Company shall be distributed ratably among such holders in proportion to the full respective Liquidation Preference to which they are entitled. Conversion : The Holder shall have the right, at any time to convert such shares into Common Stock into that number of shares of common stock (subject to the Beneficial Ownership Limitation (as defined below)) determined by dividing the Stated Value of such share of Series C Preferred Stock by the Optional Conversion Rate (as defined below) (each, and “Optional Conversion”) at a conversion rate of the volume-weighted average price (“VWAP”) for the Company’s common stock for the ten (10) Trading Days immediately preceding the date of such conversion (the “Optional Conversion Rate”). “Trading Days” shall mean a day on which the means the principal markets or exchange on which the common stock is listed or quoted for trading on the date in question is open for business. “Beneficial Ownership Limitation” shall mean 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of Series C Preferred Stock held by the applicable Holder. No fractional shares of Common Stock shall be issued upon conversion of shares of Series C Preferred Stock. If more than one share of Series C Preferred Stock shall be surrendered, or deemed surrendered, pursuant to subsection (c) above, for conversion at any one time by the same Holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of such Series C Preferred Stock so surrendered. Any fractional share which would otherwise be issuable upon conversion of any shares of Series C Preferred Stock (after aggregating all shares of Series C Preferred Stock held by each holder) shall be rounded to the nearest whole number (with one-half being rounded upward). The Company shall reserve, free from preemptive rights, out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of Series C Preferred Stock sufficient shares to provide for the conversion of all outstanding shares of Series C Preferred Stock. All shares of Common Stock which may be issued in connection with the conversion provisions set forth herein will, upon issuance by the Company, be validly issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof, and free from all taxes, liens or charges with respect thereto. 22 All shares of Series C Preferred Stock which have been converted shall no longer be deemed to be outstanding and all rights with respect to such shares including the rights to receive dividends and to vote, shall immediately cease and terminate on the Optional Conversion Date, except only the right of the Holder thereof to receive shares of Common Stock in exchange thereof. The Series C Convertible Preferred Stock is classified as temporary equity, as it is convertible upon issuance at an amount equal to the lowest traded price for the Company’s common stock for the fifteen trading days immediately preceding the date of conversion. Based on the requirements of ASC 815, Derivatives and Hedging , the conversion feature represents an embedded derivative that is required to be bifurcated and accounted for as a separate derivative liability. The derivative liability is originally recorded at its estimated fair value and is required to be revalued at each conversion event and reporting period. Changes in the derivative liability fair value are reported in operating results each reporting period. March 1, 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 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 $ 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 the Black-Scholes option pricing model with the following assumptions: conversion exercise prices ranging from $0.00073 to $0.00138, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0007 to $0.0014, an expected dividend yield of 0%, expected volatility ranging from 196.52% to 202.70%, risk-free interest rates ranging from 4.05% to 5.09%, and an expected term of 1 year. 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. Dividends: 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. 23 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. Conversion : 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. All shares of Common Stock which may be issued in connection with the conversion provisions set forth herein will, upon issuance by the Company, be validly issued, fully paid and 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 period. 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. 24 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 three months ended March 31, 2025 and 2024, respectively. Schedule of change in the fair value of the derivative liabilities Level 1 Level 2 Level 3 Balance at December 31, 2023 $ – $ – $ 535,653 Additions to derivative liability – – 40,667 Change in the fair value of derivative liability – – 81,239 Balance at March 31, 2024 $ – $ – $ 657,559 Balance at December 31, 2024 $ – $ – $ 758,787 Additions to derivative liability – – 69,734 Change in the fair value of derivative liability – – ( 20,473 ) Balance at March 31, 2025 $ – $ – $ 808,048 As a result of issuance of derivative instruments, 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. Warrants A summary of the status of the Company’s warrants as of March 31, 2025 and 2024, and changes during the three months then ended, is presented below: Schedule of warrant activity Shares Under Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life Outstanding at December 31, 2023 2,868,397 $ 0.00084 0.4 Years Issued – – Expired/Forfeited ( 1,302,897 ) – Outstanding at March 31, 2024 1,562,500 $ 0.00084 0.4 Years Outstanding at December 31, 2024 – $ – – Issued – – Expired/Forfeited – – Outstanding at March 31, 2025 – $ – – 25 NOTE 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. 26