What changed in this filing

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Item 1. Financial Statements

2025-09-19 compared with 2025-05-20 · 609 added, 528 removed, 636 unchanged (64% of the section changed)

Financial Statements

IIOT-OXYS, Inc.

and Subsidiaries

Condensed Consolidated Balance Sheets

March 31, 2025

Consolidated Balance Sheets

June 30, 2025

December 31, 2024

18 unchanged sentences

Commitments and Contingencies (Note 4)

Series B Convertible Preferred Stock, 600

shares designated, $ 0.001

Par Value, $ 1,200

stated value;

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

Liquidation preference $ 699,600

and $ 694,800

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

Series C Convertible Preferred Stock, 5,000

shares designated, $ 0.001

Par Value, $ 1,200

stated value;

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

Liquidation preference $ 68,400

at December 31, 2024 and 2023, respectively

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

shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively.

Liquidation preference $ 699,600 and $ 694,800 at

June 30, 2025 and December 31, 2024, respectively

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

57 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively.

Liquidation preference $ 68,400 and $ 68,400 at June

30, 2025 and December 31, 2024, respectively

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

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

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

141 shares and 0 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively.

Liquidation preference $ 169,200 and $ 0 at June 30, 2025 and December 31, 2024, respectively

Stockholders' Equity (Deficit)

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

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

Series A Preferred Stock, 25,845

shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Common Stock $ 0.001 Par Value, 10,000,000,000 shares authorized;

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

566,315,293 shares and 555,015,293 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Additional paid in capital

7 unchanged sentences

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

IIOT-OXYS, Inc.

and Subsidiaries

Condensed Consolidated Statements of Operations

For The Three months Ended March 31,

Consolidated Statements of Operations

For The Three months Ended

For The Six months Ended

Cost of Sales

16 unchanged sentences

$ ( 230,724 )

$ ( 647,381 )

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

1 unchanged sentence

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

IIOT-OXYS, Inc.

and Subsidiaries

Consolidated Statements of Stockholders' Equity (Deficit)

For the three months ended March 31, 2025

Preferred Stock

Statements of Stockholders' Equity (Deficit)

For the Three Months Ended June 30, 2025

Additional Paid-in

Total Stockholders' Equity

Total Stockholders'

Balance - March 31,

$ ( 11,388,565 )

$ ( 3,530,332 )

Common stock issued to related

parties for services

Sales commissions paid on capital

Balance - June 30, 2025

$ ( 11,438,976 )

$ ( 3,576,963 )

For the Six Months Ended June 30, 2025

Additional Paid-in

Total Stockholders'

Balance - December 31, 2024

1 unchanged sentence

$ ( 3,347,179 )

Sales commissions paid on capital raise

Common stock issued to related

parties for services

Common stock issued for services

Common stock issued to related parties for services

Sales commissions paid on capital

Balance - June 30, 2025

$ ( 11,438,976 )

$ ( 3,576,963 )

For the Three Months Ended June 30, 2024

Additional Paid-in

Total Stockholders'

Balance - March 31, 2024

1 unchanged sentence

$ ( 2,796,882 )

For the three months ended March 31, 2024

Preferred Stock

Sales commissions paid on capital raise

Balance - June 30, 2024

$ ( 11,090,978 )

$ ( 3,226,045 )

For the Six Months Ended June 30, 2024

Additional Paid-in

Total Stockholders' Equity

Total Stockholders'

Balance - December 31, 2024

1 unchanged sentence

$ ( 2,623,264 )

Common stock issued for conversion of convertible note payable

Balance - March 31, 2024

Common stock issued for conversion

of convertible note payable

Sales commissions paid on capital

Balance - June 30, 2024

$ ( 11,090,978 )

1 unchanged sentence

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

IIOT-OXYS, Inc.

and Subsidiaries

Condensed Consolidated Statements of Cash Flows

For the Three Months Ended March 31,

Consolidated Statements of Cash Flows

For the Six Months Ended June 30,

Cash Flows From Operating Activities

4 unchanged sentences

Amortization of intangible assets

Amortization of debt discount on Series D Preferred Stock

Loss on change in FMV of derivatives liability

Amortization of debt discount on Series B & D Preferred Stock

Gain on change in fair value of derivative liability

Changes in Operating Assets and Liabilities

4 unchanged sentences

Increase in derivative liability

Increase in shares payable to related parties

(Decrease) increase in shares payable to related parties

Increase in salaries payable to related parties

Net Cash (Used in) Provided by Operating Activities

Net Cash Used in Operating Activities

Cash Flows from Investing Activities

2 unchanged sentences

Cash Flows from Financing Activities

Cash received from sale of Series D Preferred Stock

Cash received from sale of convertible preferred stock

Cash payments of offering costs

Net Cash Provided by Financing Activities

Net (Decrease) Increase in Cash and Cash Equivalents

Net Increase in Cash and Cash Equivalents

Cash and Cash Equivalents - Beginning of Period

4 unchanged sentences

Supplemental Disclosures of Non-Cash Investing and Financing Activities

Conversion of convertible notes payable and derivative liabilities

Preferred stock issued for debt cancellation

Issuance of common stock for services

The accompanying notes are

an integral part of these condensed unaudited consolidated financial statements.

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

IIOT-OXYS, Inc.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

March 31, 2025 and 2024

NOTE 1 – NATURE OF OPERATIONS, BASIS

OF PRESENTATION AND GOING CONCERN

June 30, 2025 and 2024

NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION

AND GOING CONCERN

Unless otherwise indicated, any reference to “the

2 unchanged sentences

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

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

Systems for the Industrial Internet.

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

for the Industrial Internet.

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

10 unchanged sentences

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.

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 $ 2,763,666 ,

net loss incurred for the six months ended June 30, 2025 of $ 230,724 ,

cash used in operating activities of $ 112,726 , and has an accumulated deficit of $ 11,438,976

as of June 30, 2025.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going

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

24 unchanged sentences

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.

The consolidated condensed financial statements for

June 30, 2025 and 2024, respectively, include the accounts of the Company, and its wholly owned subsidiaries OXYS Corporation and HereLab,

All significant intercompany balances and transactions have been eliminated.

13 unchanged sentences

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

The Company computes earnings (loss) per share in

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

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

8 unchanged sentences

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.

Company recognizes revenue in accordance with ASC Topic No.

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.

recognizes revenue in accordance with ASC Topic No.

606, Revenue from Contracts with Customers which was adopted on January 1,

6 unchanged sentences

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

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

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.

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.

Segment Information

The Company’s Chief Executive Officer (“CEO”)

is our chief operating decision maker (“CODM”) and evaluates performance and makes operating decisions about allocating resources

based on financial data presented on a consolidated basis.

Because our CODM evaluates financial performance on a consolidated basis, the

Company has determined that it operates as a single reportable segment composed of the financial results of IIOT-OXY, Inc.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU

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.

Improvements to Income Tax Disclosures (“ASU 2023-09”) , which prescribes standard categories

for the components of the effective tax rate reconciliation and requires disclosure of additional information for reconciling items meeting

certain quantitative thresholds, requires disclosure of disaggregated income taxes paid, and modifies certain other income tax-related

ASU 2023-09 is effective for annual periods beginning after December 15, 2024 and allows for adoption on a prospective basis,

with a retrospective option.

The Company is currently evaluating the potential impact of the adoption of ASU 2023-09 on its consolidated

financial statements.

In November 2023, the FASB issued ASU

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which is intended

to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

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.

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.

amounted to $ 124,903 and $ 149,449 as of June 30, 2025 and December 31, 2024, respectively.

Schedule of intangible assets

March 31, 2025

June 30, 2025

Intangible Assets

2 unchanged sentences

The Company determined that none of its intangible

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

assets were impaired as of June 30, 2025 and December 31, 2024, respectively.

Amortizable intangible assets are amortized using the straight-line

1 unchanged sentence

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

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

the three months ended June 30, 2025 and 2024, and $ 24,546 and $ 24,682 for the six months ended June 30, 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:

estimated future amortization expense of intangible assets with finite lives as of June 30, 2025:

Schedule of estimated future amortization expense of intangible assets

1 unchanged sentence

NOTE 4 – COMMITMENTS AND CONTINGENCIES

In prior years, the Company entered into

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

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

The authorized shares pursuant to the 2017 Stock Incentive Plan were 4,500,000

shares, and per 2019 Stock Incentive Plan were 5,000,000

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.

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 June 30, 2025 and December 31, 2024, and 3,730,000 shares were vested and issued per the Company’s 2019 Stock Incentive Plan

as of June 30, 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

1 unchanged sentence

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

the 2022 Plan, 14,300,000 shares of common stock were vested and 14,200,000 shares and 3,100,000 were issued as of June 30, 2025 and

December 31, 2024, respectively.

13 unchanged sentences

The Company has recorded $ 327,674 and $ 279,352

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

in salaries payable to the CEO as of June 30, 2025 and December 31, 2024, respectively.

Employment Agreement – COO/Interim CFO

9 unchanged sentences

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

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

recorded $ 289,935 and $ 263,041 in salaries payable to the COO/Interim CFO as of June 30, 2025 and December 31, 2024, respectively.

NOTE 5 – CONVERTIBLE NOTES PAYABLE

The following table summarizes the outstanding

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

The following table summarizes the outstanding balance

of convertible notes payable, interest and conversion rates as of June 30, 2025 and December 31, 2024, respectively.

Schedule of outstanding

balance of convertible notes payable

March 31, 2025

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

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

June 30, 2025

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

any time into shares of common stock at the lowest VWAP or $0.001 per share.

The balance of principal and accrued and unpaid

interest is payable on maturity on March 1, 2026.

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

Convertible note payable to an investor with interest at 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.

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

shares of common stock at the lowest VWAP or $0.001 per share.

The balance of principal and accrued and unpaid interest is payable

on maturity on March 1, 2026.

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

Convertible note payable to a related party with interest at 12% per annum, convertible at any time into shares of common stock at $0.0006 per share.

Interest is payable quarterly with the balance of principal and interest due on maturity on August 2, 2025.

Interest is payable quarterly with the balance of principal and interest due on maturity on February 2, 2026.

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

1 unchanged sentence

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

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

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

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

18 unchanged sentences

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

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.

The Company recorded interest expense of $ 6,133 and

$ 6,133 for the three months ended June 30, 2025 and 2024, respectively, and $ 12,199 and $ 12,266 for the six months ended June 30, 2025

and 2024, respective.

Accrued interest payable on Note A was $ 221,334 and $ 209,135 as of June 30, 2025 and December 31, 2024, respectively.

The principal balance payable on Note A amounted to $ 205,000 as of June 30, 2025 and December 31, 2024, respectively.

March 2019 Convertible Note and Warrants

7 unchanged sentences

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

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

Accrued interest payable on Note D totaled $ 34,193

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

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

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

The Company recorded interest expense of $ 1,496 and

$ 1,496 for the three months ended June 30, 2025 and 2024, and $ 2,975 and $ 2,992 for six months ended June 30, 2025 and 2024, respectively.

Accrued interest payable on Note D totaled $ 35,689 and $ 32,714 at June 30, 2025 and December 31, 2024, respectively.

The principal balance

payable on Note D amounted to $ 50,000 at June 30, 2025 and December 31, 2024, respectively.

August 2019 Convertible Note and Warrants (“Note

On August 6, 2025, 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.

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.

to extend the maturity date of the Senior Secured Convertible Promissory Note to February 2, 2026 for no additional consideration.

other terms and conditions of the Note E remained the same.

The Company recorded interest expense of $ 3,740 and

$ 3,740 on Note E for the three months ended June 30, 2025 and 2024, and $ 7,439 and $ 7,479 for the six months ended June 30, 2025 and 2024,

respectively.

Accrued interest payable on Note E was $ 86,170 and $ 78,731 as of June 30, 2025 and December 31, 2024, respectively.

note is payable to a related party.

The principal balance payable on Note E amounted to $ 125,000 as of June 30, 2025 and December 31,

2024, respectively.

July 2020 Equity Financing Arrangement

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.

On May 14, 2025, the noteholder of Note G agreed to

extend the maturity date of the Secured Convertible Promissory Note from April 29, 2025 to October 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

$ 348 and $ 348 for the three months ended June 30, 2025 and 2024, and $ 691 and $ 420 for the six months ended June 30, 2025 and 2024, respectively.

Accrued interest payable on Note G was $ 1,814 and $ 1,123 as of June 30, 2025 and December 31, 2024, respectively.

The principal balance

payable of Note G amounted to $ 13,942 as of June 30, 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:

The following table sets forth the computation of

basic and diluted net loss per share of common stock for the three months and six months ended June 30, 2025 and 2024, respectively:

Schedule of computation

of basic and diluted net loss per share of common stock

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Net loss attributable to common stockholders (basic)

1 unchanged sentence

$ ( 230,724 )

$ ( 647,381 )

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

12 unchanged sentences

The following outstanding common stock equivalents

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

have been excluded from diluted net loss per common share for the six months ended June 30, 2025 and 2024, respectively, because their

inclusion would be anti-dilutive:

Schedule of anti-dilutive shares

As of March 31,

As of June 30,

Warrants to purchase common stock

Potentially issuable shares related to convertible notes payable and convertible preferred stock

Potentially issuable vested shares to directors and officers

Potentially issuable unvested shares to directors and officers

Total anti-dilutive common stock equivalents

NOTE 7 – RELATED PARTIES

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

At June 30, 2025 and December 31, 2024, respectively,

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

1 unchanged sentence

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

expense totaled $ 750 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).

expense totaled $ 750 and $ 1,500 for the three months and six months ended June 30, 2025 and 2024, respectively.

The Company has recorded

$ 4,750 and $ 3,250 as rent payable to the stockholder in accounts payable as of June 30, 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.

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 $ 86,170 and $ 78,731

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

as of June 30, 2025 and December 31, 2024, respectively.

NOTE 8 – STOCKHOLDERS' EQUITY

The Company has an authorized capital of 10,000,000,000

shares, $ 0.001

par value common stock, and 10,000,000

shares of $ 0.001

par value preferred stock at March 31, 2025.

shares, $ 0.001 par value common

stock, and 10,000,000 shares of

$0.001 par value preferred stock at June 30, 2025.

The Company has 566,315,293

shares and 555,015,293

shares of common stock, 25,845

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

Holders of shares of common stock are entitled

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

shares and 555,015,293 shares of common

stock, 25,845

shares of Series A Preferred Stock issued and outstanding as of June 30, 2025 and December 31, 2024, respectively.

Holders of shares of common stock are entitled to

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

Holders of common stock do not have cumulative voting rights.

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

On February 24, 2021, the Company entered into

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

registered common stock at $0.015 per share.

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

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

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

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

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

at any given time.

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

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

the five business days prior to closing.

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

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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

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

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

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

For the three months

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

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

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

As of June 30, 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 six months ended June 30,

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 June 30, 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.

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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

to the 2022 Plan amounted to 14,500,000 shares as of June 30, 2025, and 8,100,000 shares at December 31, 2024, and the 5,500,000 shares

remain unvested as of June 30, 2025.

For the three months ended June 30, 2025 and 2024, the Company recorded $ 1,234 and $ 628 as stock

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

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

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

on the date of issuance.

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

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

2024, respectively.

For the six months ended June 30, 2025 and 2024, the Company

recorded $ 2,529 and $ 1,148 as stock compensation expense for 2,728,767 shares and 1,495,890 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.

On June 23, 2025, the Company issued 6,000,000 shares to an officer and

a director, valued at $ 5,400 being the fair value of common shares issued on the date of issuance.

Total compensation payable to an officer

and a director totaled $ 9,766 and $ 18,638 at June 30, 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

Vesting of the shares is subject to acceleration of

vesting upon the occurrence of certain events such as a Change of Control (as defined in the agreement) or the listing of the Company’s

common stock on a senior exchange.

A summary of the status of the Company’s

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

A summary of the status of the Company’s non-vested

shares at June 30, 2025 and 2024 and changes during the six months ended, is presented below:

Schedule of non-vested shares

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Balance at December 31, 2023

Balance at March 31, 2024

Balance at June 30, 2024

Balance at December 31, 2024

Balance at March 31, 2025 -- (Unvested)

Balance at June 30, 2025 -- (Unvested)

2022 Stock Incentive Plan

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Balance - December 31, 2023

Balance - March 31, 2024

( 8,100,000 )

Balance – June 30, 2024

Balance - December 31, 2024

( 11,100,000 )

Balance - March 31, 2025 – (Unvested)

Preferred Stock

Series A Supervoting Convertible Preferred

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

Balance – June 30, 2025 – (Unvested)

Preferred Stock

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.

Series A Supervoting Convertible Preferred Stock

The Board of Directors of the Company

authorized the issuance of 25,845 shares of preferred stock, $ 0.001 par value per share, designated as Series A Supervoting Convertible

Preferred Stock as of June 30, 2025.

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:

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or lease of all or substantially all, or any material part of, the Company’s assets.

Each holder of Series

A Supervoting Preferred Stock may voluntarily convert its shares into shares of common stock of the Company at a rate of 1:100 (as may

be adjusted for any combinations or splits with respect to such shares).

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).

All shares of the Series A Supervoting

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The Company had 25,845 shares of Series A Preferred

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

Stock issued and outstanding at June 30, 2025 and December 31, 2024, respectively.

Series B Convertible Preferred Stock Equity

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

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.

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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.

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 :

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November 19, 2020

On November 19, 2020, pursuant to the terms of

a Securities Purchase Agreement dated November 16, 2020 (the “SPA”), the Company entered into a new preferred equity financing

agreement with GHS Investments, LLC (“GHS”) in the amount of up to $600,000.

The SPA provides for GHS’s purchase, from

time to time, of up to 600 shares of the newly designated Series B Convertible Preferred Stock.

The initial closing under the SPA consisted

of 45 shares of Series B Convertible Preferred Stock, stated value $1,200 per share, issued to GHS for an initial purchase price of $45,000,

On November 19, 2020, pursuant to the terms of a Securities

Purchase Agreement dated November 16, 2020 (the “SPA”), the Company entered into a new preferred equity financing agreement

with GHS Investments, LLC (“GHS”) in the amount of up to $600,000.

The SPA provides 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.

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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).

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

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

On November 19, 2020, GHS purchased a total

of 70 shares of Series B Convertible Preferred Stock for gross proceeds of $ 45,000 .

On November 19, 2020, GHS purchased a total of 70

shares of Series B Convertible Preferred Stock for gross proceeds of $ 45,000 .

The Company paid $ 900 in selling commissions to complete

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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.

derivative liability of $ 18,715 and $ 21,466 for the three months and six months ended June 30, 2025, and a loss of $ 39,975 and $ 33,954

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

The Company recorded preferred dividend expense of $ 2,513 and $ 4,999

for the three months and six months ended June 30, 2025, and $ 2,513 and $ 5,026 for the three months and six months ended June 30, 2024,

respectively.

The Company recorded $ 48,992 and $ 41,508 as preferred stock dividend payable as of June 30, 2025 and December 31, 2024,

respectively.

Derivative liability payable for this transaction totaled $ 65,984 and $ 87,450 at June 30, 2025 and December 31, 2024, and

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

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

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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

liability associated with this convertible preferred stock and recorded a gain of $ 22,725 and $ 26,066 in connection with the change in

fair market value of the derivative liability for the three months and six months ended June 30, 2025, and recorded a loss of $ 33,179

and 41,230 for the three months and six months ended June 30, 2024, respectively.

The Company recorded preferred stock dividend expense

of $ 3,052 and $ 6,070 for the three months ended June 30, 2025, and $ 3,052 and $ 6,103 for the three months and six months ended June 30,

2024, respectively.

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

The Company recorded $ 55,566 and $ 49,497 as preferred stock dividend payable as of June 30, 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.

Derivative liability payable for this transaction totaled $ 80,123 and $ 106,189 as of June 30, 2025 and December 31,

2024, and Series B Convertible Preferred Stock mezzanine liability was $ 102,000 at June 30, 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 $0.0006 to $0.0184, an expected dividend yield of 0%,

expected volatility ranging from 160.41% to 437.59%, risk-free interest rates ranging from 0.07% to 5.46%, and an expected term ranging

from 0.21 years to 1.50 years.

December 20, 2021

On December 20, 2021, pursuant to the terms of

the SPA, GHS purchased an additional 51 shares of Series B Convertible Preferred Stock for gross proceeds of $ 51,000 .

On December 20, 2021, pursuant to the terms of the

SPA, GHS purchased an additional 51 shares of Series B Convertible Preferred Stock for gross proceeds of $ 51,000 .

The Company paid $ 1,000

in selling commissions to complete this financing.

For the year ended December 31, 2021, the Company inadvertently reported this

sale of 51 shares as Series A Preferred stock (See Series A Supervoting Preferred Stock).

The accompanying financial statements reflect

the correct purchase of Series B Convertible Preferred Stock rather than Series A Convertible Preferred Stock.

For the year ended December 31, 2021, the Company inadvertently reported this sale

of 51 shares as Series A Preferred stock (See Series A Supervoting Preferred Stock).

The accompanying financial statements reflect the

correct purchase of Series B Convertible Preferred Stock rather than Series A Convertible Preferred Stock.

The overall effect of this

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

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

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

respectively.

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

and recorded a gain of $ 13,635 and $ 15,639 for the three months and six months ended June 30, 2025, and recorded a loss of $ 19,907 and

$ 24,738 for the three months and six months ended June 30, 2024, respectively.

The Company recorded preferred stock dividend expense of

$ 1,831 and $ 3,642 for the three months and six months ended June 30, 2025, and $ 1,831 and $ 3,662 for the three months and six months ended

June 30, 2024, respectively.

The Company recorded $ 25,915 and $ 22,273 as preferred stock dividend payable as of June 30, 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:

Derivative liability payable for this transaction totaled $ 48,074 and $ 63,713 as of June 30, 2025 and December

31, 2024, and Series B Convertible Preferred Stock mezzanine liability was $ 61,200 as of June 30, 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 $0.0050 the closing

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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 .

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.

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.

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 $ 13,635 and $ 15,639 in connection with the change in fair market value of the derivative liability for the three months and

six months ended June 30, 2025, and recorded a loss of $ 19,907 and $ 24,738 for the three months and six months ended June 30, 2024, respectively.

In addition, the Company recorded $ 1,831 and $ 3,641 as preferred stock dividend expense for the three months and six months ended June

30, 2025, $ 1,831 and $ 3,662 for the three months and six months ended June 30, 2024.

Preferred stock dividend payable to GHS on this derivative

totaled $ 24,929 and $ 21,288 as of June 30, 2025 and December 31, 2024, respectively.

Derivative liability payable for this transaction

totaled $ 48,074 and $ 63,713 as of June 30, 2025 and December 31, 2024, and Series B Convertible Preferred Stock mezzanine liability was

$ 61,200 as of June 30, 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 $0.0006 to $0.0172, an expected dividend yield of 0%,

expected volatility ranging from 160.35% to 201.38%, risk-free interest rates ranging from 1.09% to 5.46%, and an expected term of 1.35

to 1.5 years.

March 24, 2022

On March 24, 2022, pursuant to the terms of the

SPA, GHS purchased an additional 136 shares of Series B Convertible Preferred Stock for gross proceeds of $ 136,000 .

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.

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 $ 36,360 and $ 41,705 for the three months and six

months ended June 30, 2025, and a loss of $ 53,086 and $ 12,968 for the three months and six months ended June 30, 2024, respectively.

addition, the Company recorded preferred stock dividend expense of $ 4,883 and $ 9,712 for the three months and six months ended June 30,

2025, and $ 4,883 and $ 9,765 for the three months and six months ended June 30, 2024, respectively.

The preferred stock dividend payable

to GHS for this derivative totaled $ 64,064 and $ 54,352 as of June 30, 2025 and December 31, 2024.

Derivative liability payable for this

transaction totaled $ 128,197 and $ 169,902 as of June 30, 2025 and December 31, 2024, and Series B Convertible Preferred Stock mezzanine

liability was $ 163,200 as of June 30, 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 $0.0006 to $0.0018, an expected dividend yield of 0%,

expected volatility ranging from 160.35% to 202.70%, risk-free interest rates ranging from 1.55% to 5.46%, and an expected term of 1.48

to 1.5 years.

November 17, 2022

On November 17, 2022, pursuant to the terms of

the SPA, GHS purchased an additional 61 shares of Series B Convertible Preferred Stock for gross proceeds of $ 61,000 .

On November 17, 2022, pursuant to the terms of the

SPA, GHS purchased an additional 61 shares of Series B Convertible Preferred Stock for gross proceeds of $ 61,000 .

The Company paid $ 1,220

5 unchanged sentences

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

with the change in fair market value of the derivative liability and recorded a gain of $ 16,308 and $ 18,706 for the three months and six

months ended June 30, 2025, and recorded a loss of $ 23,811 and 29,588 for the three months and six months ended June 30, 2024, respectively.

In addition, the Company recorded preferred stock dividend expense of $ 2,190 and $ 4,356 for the three months ended June 30, 2025 and $ 2,199

and $ 4,398 for the three months and six months ended June 30, 2024, respectively.

The preferred stock dividend payable to GHS for this

derivative totaled $ 23,007 and $ 18,651 as of June 30, 2025 and December 31, 2024.

Derivative liability payable for this transaction totaled

$ 57,500 and $ 76,206 at June 30, 2025 and December 31, 2024, and Series B Convertible Preferred Stock mezzanine liability was $ 73,200 at

June 30, 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

August 24, 2023

On August 24, 2023, pursuant to the terms of the

SPA, GHS purchased 62 shares of Series B Convertible Preferred Stock for gross proceeds of $ 62,000 .

The Company paid $ 1,240 in selling

commissions to complete this financing.

On August 24, 2023 (the date of receipt of cash

proceeds of $62,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 61,679 ,

On August 24, 2023, pursuant to the terms of the SPA,

GHS purchased 62 shares of Series B Convertible Preferred Stock for gross proceeds of $ 62,000 .

The Company paid $ 1,240 in selling commissions

to complete this financing.

On August 24, 2023 (the date of receipt of cash proceeds

of $62,000 issuance), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 61,679 , $ 321

as day one gain on the derivative, $ 12,400 as interest expense, and $ 12,400 as Series B Convertible Preferred Stock mezzanine liability,

1 unchanged sentence

The Company recalculated the value of the derivative

liability associated with the convertible 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

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

a gain of $ 16,581 and $ 19,021 for the three months and six months ended June 30, 2025, and recorded a loss of $ 24,210 and $ 30,084 for

the three months and six months ended June 30, 2024.

In addition, the Company recorded preferred stock dividend expense of $ 2,226 and

$ 4,427 for the three months and six months ended June 30, 2025, and $ 2,226 and $ 4,452 for the three months and six months ended June 30,

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.

The preferred stock dividend payable to GHS for this derivative totaled $ 16,535 and $ 12,108 as of June 30, 2025 and

December 31, 2024, respectively.

Derivative liability payable for this transaction totaled $ 58,490 and $ 77,511 as of June 30, 2025 and

December 31, 2024, and Series B Convertible Preferred Stock mezzanine liability was $ 74,400 at June 30, 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 $0.0006 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

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 ,

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,

2 unchanged sentences

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

a gain of $ 5,084 and $ 5,762 for the three months and six months ended June 30, 2025, and recorded a loss of $ 7,256 and $ 7,256 for the

three months and six months ended June 30, 2024, respectively.

In addition, the Company recorded preferred stock dividend expense of $ 718

and $ 1,428 for the three months and six months ended June 30, 2025, and $ 592 and $ 592 for the three months and six months ended June 30,

2024, respectively.

The preferred stock dividend payable to GHS for this derivative totaled $ 3,472 and $ 2,044 as of June 30, 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.

Derivative liability payable for this transaction totaled $ 16,527 and $ 22,289 as of June 30, 2025 and

December 31, 2024, and Series B Convertible Preferred Stock mezzanine liability was $ 24,000 as of June 30, 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

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 .

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

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,

2 unchanged sentences

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

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

In addition, the Company recorded preferred stock dividend expense of

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

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

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

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

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

and December 31, 2024, respectively.

The Company valued the conversion feature using

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

conversion exercise prices ranging from $0.0006 to $0.0009, the

closing stock price of the Company’s common stock on the date of valuation ranging from $0.0008 to $0.0012, an expected dividend

yield of 0%, expected volatility ranging from 182.85% to 201.59%, risk-free interest rates ranging from 4.05% to 4.16%, and an expected

term of 1 year.

a gain of $ 16,405 and $ 13,540 for the three months ended June 30, 2025.

In addition, the Company recorded preferred stock dividend expense

of $ 1,687 and $ 3,497 for the three months and six months ended June 30, 2025.

The preferred stock dividend payable to GHS for this derivative

totaled $ 5,147 and $ 1,650 as of June 30, 2025 and December 31, 2024, respectively.

Derivative liability payable for this transaction totaled

$ 38,839 and $ 52,378 as of June 30, 2025 and December 31, 2024, and Series B Convertible Preferred Stock mezzanine liability was $ 56,400

as of June 30, 2025 and December 31, 2024, respectively.

The Company valued the conversion feature using the

Black-Scholes option pricing model with the following assumptions:

conversion exercise prices ranging from $0.0006 to $0.0009, the closing

stock price of the Company’s common stock on the date of valuation ranging from $0.0008 to $0.0012, an expected dividend yield of

0%, expected volatility ranging from 182.85% to 201.59%, risk-free interest rates ranging from 4.05% to 4.16%, and an expected term of

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

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

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

36 unchanged sentences

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.

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.

No fractional shares of Common Stock shall be issued

upon conversion of shares of Series C Preferred Stock.

If more than one share of Series C Preferred Stock shall be surrendered, or deemed

surrendered, pursuant to subsection (c) above, for conversion at any one time by the same Holder, the number of full shares of Common

Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of such Series C Preferred Stock

so surrendered.

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

aggregating all shares of Series C Preferred Stock held by each holder) shall be rounded to the nearest whole number (with one-half being

rounded upward).

The Company shall reserve, free from preemptive rights,

out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of Series C

Preferred Stock sufficient shares to provide for the conversion of all outstanding shares of Series C Preferred Stock.

All shares of Common

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

issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof, and free from all taxes, liens or

charges with respect thereto.

All shares of Series C Preferred Stock which have

20 unchanged sentences

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

and recorded a gain of $ 2,349 and a loss of $ 176 for the three months and six months ended June 30, 2025, and recorded a gain of $ 1,882

and a loss of $ 2,888 for the three months and six months ended June 30, 2024, respectively.

The Company recorded $ 2,046 and $ 4,070 as

preferred stock dividend expense for the three months and six months ended June 30, 2025, and $ 675 and $ 1,349 for the three months and

six months ended June 30, 2024, respectively.

The Company recorded $ 10,929 and $ 6,859 as preferred stock dividend payable as of June 30,

2025 and December 31, 2024.

Derivative liability payable for this transaction totaled $ 44,071 and $ 43,894 as of June 30, 2025 and December

31, 2024, and Series C Convertible Preferred Stock mezzanine liability was $ 68,400 as of June 30, 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.

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

Each share of Preferred Stock shall have a par value of $0.001 per share and a stated value of $ 1,200 , subject to the increase

set forth in the Certificate of Designation.

Each share of Series D Convertible

34 unchanged sentences

common stock issuable upon conversion of Series D Preferred Stock held by the applicable Holder.

No fractional shares of Common Stock shall be

issued upon conversion of shares of Series D Preferred Stock.

If more than one share of Series D Preferred Stock shall be surrendered,

or deemed surrendered, pursuant to subsection (c) above, for conversion at any one time by the same Holder, the number of full shares

of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of such Series D Preferred

Stock so surrendered.

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

(after aggregating all shares of Series D Preferred Stock held by each holder) shall be rounded to the nearest whole number (with one-half

being rounded upward).

The Company shall reserve, free from preemptive

rights, out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of

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

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

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

or charges with respect thereto.

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

12 unchanged sentences

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 .

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

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,

2 unchanged sentences

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.

a gain of $ 15,252 and $ 15,443 for the three months and six months ended June 30, 2025.

In addition, the Company recorded preferred stock

dividend expense of $ 2,154 and $ 2,391 for the three months and six months ended June 30, 2025.

The preferred stock dividend payable

to GHS for this derivative totaled $ 2,391 as of June 30, 2025.

The derivative liability payable for this transaction totaled $ 49,581 as

of June 30, 2025, and Series D Convertible Preferred Stock mezzanine liability was $ 72,000 as of June 30, 2025.

The Company valued the conversion feature using the

Black-Scholes option pricing model with the following assumptions:

conversion exercise price ranging from $0.0006 to $0.0008, the closing

stock price of the Company’s common stock on the date of valuation ranges from $0.0006 to $0.001, an expected dividend yield of

0%, expected volatility ranging from 198.72% to 199.73%, risk-free interest rates ranging from 3.96% to 4.04%, and an expected term of

April 10, 2025

On April 10, 2025, pursuant to the terms of the SPA,

GHS purchased 45 shares of Series D Convertible Preferred Stock for gross consideration of $ 45,000 .

The Company paid $ 900 in

selling commissions and legal fees to complete this financing.

On April 10, 2025 (the date of receipt of cash proceeds

of $44,100), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 57,220 , $ 12,220 as

day one loss on the derivative, $ 9,000 as interest expense, and $ 54,000 as Series D Convertible Preferred Stock mezzanine liability,

and $ 45,000 as amortization.

The Company recalculated the value of 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 $ 20,034 for the three months and six months ended June 30, 2025.

In addition, the Company recorded preferred stock dividend expense

of $ 1,438 and $ 1,438 for the three months and six months ended June 30, 2025.

The preferred stock dividend payable to GHS for this

derivative totaled $ 1,438 as of June 30, 2025.

The derivative liability payable for this transaction totaled $ 37,186 as of June 30, 2025,

and Series D Convertible Preferred Stock mezzanine liability was $ 54,000 as of June 30, 2025.

The Company valued the conversion feature using the

Black-Scholes option pricing model with the following assumptions:

conversion exercise price ranging from $0.0006 to $0.0007, the closing

stock price of the Company’s common stock on the date of valuation ranges from $0.0006 to $0.0010, an expected dividend yield of

0%, expected volatility ranging from 199.69% to 199.89%, risk-free interest rates ranging from 3.96% to 3.97%, and an expected term of

May 14, 2025 - 1

On May 14, 2025, pursuant to the terms of the SPA,

GHS purchased 11 shares of Series D Convertible Preferred Stock for gross consideration of $ 11,000 .

The Company paid $ 220 in

selling commissions and legal fees to complete this financing.

On May 10, 2025 (the date of receipt of cash proceeds

of $10,780), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 13,815 , $ 2,815 as

day one loss on the derivative, $ 2,200 as interest expense, $ 13,815 as Series D Convertible Preferred Stock mezzanine liability,

and $ 11,000 as amortization.

The Company recalculated the value of 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 $ 4,726 for the three months and six months ended June 30, 2025.

In addition, the Company recorded preferred stock dividend expense

of $ 204 and $ 204 for the three months and six months ended June 30, 2025.

The preferred stock dividend payable to GHS for this derivative

totaled $ 204 as of June 30, 2025.

The derivative liability payable for this transaction totaled $ 9,090 as of June 30, 2025, and Series

D Convertible Preferred Stock mezzanine liability was $ 13,200 as of June 30, 2025.

The Company valued the conversion feature using the

Black-Scholes option pricing model with the following assumptions:

conversion exercise price ranging from $0.0006 to $0.0007, the closing

stock price of the Company’s common stock on the date of valuation ranges from $0.0006 to $0.0010, an expected dividend yield of

0%, expected volatility ranging from 194.94% to 199.89%, risk-free interest rates ranging from 3.96% to 4.14%, and an expected term of

May 14, 2025 - 2

On May 14, 2025, pursuant to the terms of the SPA,

GHS purchased 25 shares of Series D Convertible Preferred Stock for gross consideration of $ 25,000 .

The Company paid $ 500 in

selling commissions and legal fees to complete this financing.

On May 10, 2025 (the date of receipt of cash proceeds

of $24,500), the Company valued the fair value of the derivative and recorded an initial derivative liability of $ 31,399 , $ 6,399 as

day one loss on the derivative, $ 5,000 as interest expense, $ 13,815 as Series D Convertible Preferred Stock mezzanine liability,

and $ 11,000 as amortization.

The Company recalculated the value of 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 $ 4,726 for the three months and six months ended June 30, 2025.

In addition, the Company recorded preferred stock dividend expense

of $ 204 and $ 204 for the three months and six months ended June 30, 2025.

The preferred stock dividend payable to GHS for this derivative

totaled $ 204 as of June 30, 2025.

The derivative liability payable for this transaction totaled $ 20,659 as of June 30, 2025, and Series

D Convertible Preferred Stock mezzanine liability was $ 30,000 as of June 30, 2025.

The Company valued the conversion feature using the

Black-Scholes option pricing model with the following assumptions:

conversion exercise price ranging from $0.0006 to $0.0007, the closing

stock price of the Company’s common stock on the date of valuation ranges from $0.0006 to $0.0010, an expected dividend yield of

0%, expected volatility ranging from 194.94% to 199.89%, risk-free interest rates ranging from 3.96% to 4.14%, and an expected term of

The following table represents the change in the fair

value of the derivative liabilities for the six months ended June 30, 2025 and 2024, respectively.

Schedule of change in the fair value of the derivative liabilities

2 unchanged sentences

Change in the fair value of derivative liability

Balance at March 31, 2024

Balance at June 30, 2024

Balance at December 31, 2024

1 unchanged sentence

Change in the fair value of derivative liability

Balance at March 31, 2025

Balance at June 30, 2025

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,

the Company recorded a derivative liability of $ 697,935 and $ 758,787 as of June 30, 2025 and December 31, 2024, Series B Convertible Preferred

Stock liability of $ 699,600 and $ 694,800 as of June 30, 2025 and December 31, 2024, Series C Convertible Preferred Stock liability of

$ 68,400 as of June 30, 2025 and December 31, 2024, and Series D Convertible Preferred Stock liability of $ 169,200 as of June 30, 2025,

respectively.

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:

A summary of the status of the Company’s warrants

as of June 30, 2025 and 2024, and changes during the six months then ended, is presented below:

Schedule of warrant activity

4 unchanged sentences

( 1,305,897 )

Outstanding at March 31, 2024

Outstanding at June 30, 2024

Outstanding at December 31, 2024

Expired/Forfeited

Outstanding at March 31, 2025

9 – SUBSEQUENT EVENTS

On April 10, 2025, GHS Investments entered into

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

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

On May 14, 2025, GHS Investments entered into

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

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

On May 14, 2025, GHS Investments entered into

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

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

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

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

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

In addition, all prior Events of Default (as defined

in the Note) were waived by GHS.

Outstanding at June 30, 2025

NOTE 9 – SUBSEQUENT EVENT

The Company filed a Certificate of Amendment of its

Articles of Incorporation with the Secretary of State of Nevada to increase its authorized shares of common stock, $0.001 par value per

share, from 3,000,000,000 shares to 10,000,000,000 shares, which filing became effective on September 3, 2025.

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

What changed 10-Q

Item 1. Financial Statements