What changed in this filing

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Item 1. Financial Statements

2024-05-20 compared with 2023-11-20 · 222 added, 225 removed, 402 unchanged (53% of the section changed)

1 unchanged sentence

consolidated financial statements included in this Form 10-Q are as follows:

Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022;

Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022 (unaudited);

Consolidated Statement of Stockholders’ Equity (Deficit) for the three and nine months ended September 30, 2023 and 2022 (unaudited);

Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (unaudited);

Notes to Consolidated Financial Statements.

Consolidated Balance Sheets as of March 31, 2024 (unaudited), and December 31, 2023

Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (unaudited)

Consolidated Statement of Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2024 and 2023 (unaudited)

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (unaudited)

Notes to Consolidated Unaudited Financial Statements.

consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States

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necessary for a fair presentation have been included.

Operating results for the interim three and nine months ended September 30, 2023

are not necessarily indicative of the results that can be expected for the full year.

Resonate Blends, Inc.

Consolidated Balance Sheets

September 30, 2023

Operating results for the interim three months ended March 31, 2024, are not necessarily

indicative of the results that can be expected for the full year.

Balance Sheets

March 31, 2024

December 31, 2023

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Cash and cash equivalents

Other receivable

Deposit on acquisition of Pegasus Specialty Vehicles LLC

Advances to Pegasus Specialty Vehicles LLC

Total current assets

Fixed assets, net

Intangible assets, net

Due from related parties

LIABILITIES AND STOCKHOLDERS’ DEFICIT

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Senior promissory note

Notes payable

Derivative liability

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Stockholders’ Deficit

Series B - Preferred stock, 66,667 shares authorized, $ 0.0001 par

value, 0 issued and outstanding

Series C - Preferred stock, 2,000,000 shares authorized, $ 0.0001

par value, 2,000,000 issued and outstanding

Series D Preferred stock 40,000 shares authorized, $ 0.0001 par

value 40,000 issued and outstanding

Series B - Preferred stock, 66,667 shares authorized, $ 0.0001 par value, 0 issued and outstanding

Series C - Preferred stock, 2,000,000 shares authorized, $ 0.0001 par value, 2,000,000 issued and outstanding

Series D Preferred stock 40,000 shares authorized, $ 0.0001 par value 40,000 issued and outstanding

Preferred stock value

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96,179,058 and 86,623,596 shares issued and outstanding

Preferred stock issuable

Common stock issuable

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( 2,135,572 )

( 1,146,730 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

Resonate Blends, Inc.

Consolidated Statements of Operations

September 30, 2023

September 30, 2022

September 30, 2023

September 30, 2022

Three Months Ended

Nine Months Ended

September 30, 2023

September 30, 2022

September 30, 2023

September 30, 2022

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

Statements of Operations

For the Three Months Ended

March 31, 2024

March 31, 2023

COST OF REVENUES

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Officer compensation

Non cash management fees

Total operating expenses

OPERATING LOSS

( 1,148,785 )

OTHER INCOME (EXPENSES)

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Amortization of issuance costs

Gain (loss) on settlement of notes payable

Loss on debt conversion

Gain on disposal of Resonate Blends

Loss on acquiition of Emergent Health Corp.

( 3,007,627 )

Total operating income (expense)

( 3,271,642 )

NET INCOME (LOSS)

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WEIGHTED AVERAGE SHARES OUTSTANDING

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

Resonate Blends, Inc.

Consolidated Statement of Stockholders’ Deficit

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

Statement of Stockholders’ Deficit (Unaudited)

Preferred Stock Series A

Preferred Stock

Additional Paid-in

Preferred Stock

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$ ( 25,320,424 )

Issuance of common stock in private placement

Issuance of common stock for debt conversions

Stock issuance for services

Balance, March 31, 2022

$ ( 1,146,730 )

( 3,278,319 )

Stock issuance for services

Balance, June 30, 2022

( 25,272,281 )

( 3,062,084 )

Stock issuance for services

Stock issuance for debt conversion

Stock issuance in private placement

Balance, September 30, 2022

$ ( 261,059 )

$ ( 25,210,179 )

$ ( 777,675 )

Reclassification of convertible debt

Exercise of warrants

Balance, March 31, 2023

$ ( 261,059 )

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$ ( 1,768,824 )

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

Resonate Blends, Inc.

Consolidated Statement of Stockholders’ Deficit

Preferred Stock

Balance, December 31, 2023

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$ ( 2,135,572 )

Reclassification of convertible debt

Exercise of warrants

Balance, March 31, 2023

$ ( 261,059 )

$ ( 26,736,403 )

Exercise of warrants

Stock issuance for services

Issuance of common stock for commitment fees

Balance, June 30, 2023

$ ( 2,135,572 )

( 2,099,146 )

( 26,103,686 )

( 2,099,146 )

Recognition of stock issued for services

Stock issuance for services

Issuance of common stock in private placement

Conversion of convertible debt

Issuance of common stock for commitment fees

Net Income (loss)

Balance, September 30, 2023

Settlement of derivative liabilities

Acquistion of Emergent Health Corp.

( 3,688,470 )

Balance, March 31, 2024

$ ( 261,059 )

2 unchanged sentences

$ ( 30,424,873 )

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

Resonate Blends, Inc.

Consolidated Statements of Cash Flows

September 30, 2023

September 30, 2022

September 30, 2023

September 30, 2022

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

Statements of Cash Flows

For the Three Months Ended

March 31, 2024

March 31, 2023

Cash Flows from Operating Activities

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$ ( 3,688,470 )

Adjustments to reconcile net income (loss) to net cash used in operations

Loss (gain) on derivative liability

$ ( 380,952 )

Adjustments to reconcile net income (loss) to net cash used in operations

Gain on derivative liability

Non cash interest expense

Gain on settlement of notes payable

Gain on disposal of Resonate Blends

Loss on acquisition of Emergent Health Corp.

Loss on conversion of convertible debt

Share professional fees/ compensation

Depreciation and amortization

Stock subscription receivable

Changes in operating assets and liabilities

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Net cash provided by (used in) operating activities

( 1,476,854 )

Cash Flows from Investing Activities

Deposit on acquisition of Pegasus Specialty Vehicles LLC

Net cash provided by (used in) investing activities

cash provided by (used in) investing activities

Cash Flows from Financing Activities

Proceeds from issuance of secured promissory notes

Proceeds from issuance of convertible notes

Proceeds from subscription

Proceeds from private placement

Proceeds from warrant exercise

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Conversion of debt for common stock

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

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

TO FINANCIAL STATEMENTS TO BE COMPLETED

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

1 – ORGANIZATION AND BUSINESS OPERATIONS

(the “Company”) was incorporated on in October 1984 in the State of Georgia as Brock Control Systems.

by Richard T.

Brock, the Company was in the sales automation market and an early developer of enterprise customer management systems.

formerly Textmunication Holdings, Inc.

(the “Company”) was incorporated on in October 1984 in the State of Georgia

as Brock Control Systems.

Founded by Richard T.

Brock, the Company was in the sales automation market and an early developer of enterprise

customer management systems.

The Company went public at the end of March of 1993.

In February of 1996, the Company changed its name to Brock International Inc., and

in March of 1998, the Company again changed our name to Firstwave Technologies, Inc.

In February of 1996, the Company changed its name to

Brock International Inc., and in March of 1998, the Company again changed its’ name to Firstwave Technologies, Inc.

2007, the Company deregistered its common stock in order to avoid the expenses of being a public company.

The Company reported briefly

on the OTC Disclosure & News Service in 2008 but not for long.

on the OTC Disclosure & News Service in 2008.

The Company again changed its name to FSTWV, Inc.

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issued and outstanding shares.

Textmunication is an online mobile marketing platform service.

October 25, 2019, the Company entered into a Membership Interest Purchase Agreement (the “Resonate Purchase Agreement”) with

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cancel 20,000 shares of common stock in the Company and to assume and cancel all liabilities relating to the Company’s former business.

the Company entered into Employment Agreements with the following persons:

(i) Geoffrey Selzer as Chief Executive Officer (CEO) of the

Company with an annual salary of $ 180,000 ;

and (ii) Pamela Kerwin as Chief Operating Officer (COO) of the Company with an annual salary

of $ 120,000 .

Both are eligible for salary increases upon milestone achievements and other benefits.

The Employment Agreement for the

CEO has a term of 2 years and can’t be terminated without cause.

Severance of six (6) weeks is available for termination of the

COO without cause before one-year of service and eight (8) weeks after one-year of service.

During the quarter ended March 31, 2023,

these employment agreements were suspended.

December 16, 2019 the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger with its

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new business focus.

June 20, 2023, the Company entered into an Agreement and Plan of Merger with Pegasus Specialty Vehicles, LLC, an Ohio limited liability

company, and Pegasus Specialty Holdings LLC, an Ohio limited liability company and wholly-owned subsidiary of the Company.

March 14, 2024, Geoffrey Selzer, the Company’s former Chief Executive Officer and Director, and Jim Morrison, the Company’s

current President and Director, entered into a Securities Purchase Agreement, pursuant to which Mr.

Selzer sold all 2,000,000 outstanding

shares of the Company’s Series C Preferred Stock to Mr.

Morrison for $ 10.00 in cash.

Morrison now possesses voting control

of the Company.

February 26, 2024, the Company entered into entered into a Share Exchange Agreement, as amended, with Emergent Health Corp., a Wyoming

corporation (EMGE), and the holders (the “EMGE Preferred Shareholders”) of Series Class A Preferred Stock and the Series

C Convertible Non-Voting Preferred Stock.

On March 14, 2024, the parties closed the Exchange Agreement.

At the closing of the Exchange

(a) the EMGE Preferred Shareholders exchanged all of their respective EMGE Equity Interests for an equal number of shares

of the Company’s to-be-designated Series F Convertible Preferred Stock that shall convert into 93 % of the common stock of the Company

on a fully-diluted basis (the “Series F Preferred Stock”), which shares of Series F Preferred Stock are currently issuable

to the EMGE Preferred Shareholders and are to be issued upon the Company’s filing of a Certificate of Designation with the State

(b) the Company consummated the Conveyance Agreement;

and (c) all persons serving as directors and officers of the Company

prior to the consummation of the Exchange Agreement resigned and appointed four new members of the Company’s Board of Directors.

March 14, 2024, in conjunction with the acquisition of EMGE, we entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiary

with two of the Company’s then-wholly-owned subsidiaries, Resonate Blends, LLC, a California limited liability company, and Entourage

Labs, LLC, a California limited liability company, and our former Chief Executive Officer and Director, Geoffrey Selzer.

the Conveyance Agreement, the Company assigned its’ ownership in the Subsidiary to Mr.

In consideration of our assignment

of the Subsidiary, Mr.

Selzer (a) assumed and agreed to pay, perform and discharge, fully and completely, all liabilities of the Subsidiary,

(b) indemnified us for any loss arising from or in connection with any of such liabilities and (c) agreed to pay the Company (i) 20%

of any proceeds from the sale of the Subsidiary that occurs prior to the one-year anniversary of the Conveyance Agreement and (ii) 10%

of any proceeds from the sale of the Subsidiary that occurs after the one-year anniversary and prior to the two-year anniversary of the

Conveyance Agreement.

of Presentation

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period, as reported in the Form 10-K, have been omitted.

Reclassifications

reclassifications have been made to the September 30, 2022 classifications to make them comparable to September 30, 2023.

consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going

concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

As of September 30, 2023, the Company has an accumulated deficit of $ 26,331,856 .

As of March 31, 2024, the Company has an accumulated deficit of $ 30,424,873 .

The company’s ability to continue as a going concern

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collection information and existing economic conditions.

As of September 30, 2023 and December 31, 2022, there’s no allowance for

doubtful accounts and bad debts.

As of March 31, 2024 and December 31, 2023, there’s no allowance for doubtful

accounts and bad debts.

Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, the core principle of which is that the

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arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:

Identification

of the contract, or contracts, with a customer

Identification

of the performance obligations in the contract

Determination

of the transaction price

of the transaction price to the performance obligations in the contract

of the revenue when, or as, performance obligations are satisfied

Identification of the contract,

or contracts, with a customer

Identification of the performance

obligations in the contract

Determination of the transaction

Allocation of the transaction

price to the performance obligations in the contract

Recognition of the revenue

when, or as, performance obligations are satisfied

is generally recognized upon purchase of products by customers.

sells ingestible and topical products to retail customers across the United States of America.

The Company’s standard delivery

method is “free on board” shipping point.

Consequently, the Company considers control of products to transfer at a single

point in time when control is transferred to the customer, which is generally when products are shipped in accordance with an agreement

or purchase order.

Control is defined as the ability to direct the use of and obtain substantially all of the remaining benefits of the

The Company considers the customer’s purchase order, and the Company’s corresponding sales order acknowledgement

as the contract with the customer.

For each contract, the Company considers the promise to transfer products to be the identified performance

The Company satisfies its performance obligations under a contract with a customer by transferring goods and services in

exchange for monetary consideration from the customer.

Sales taxes the Company collects concurrent with revenue-producing activities

are excluded from revenue.

is deferred when the Company receives payment under a contract with a customer prior to satisfying its performance obligation.

majority of orders are processed and shipped immediately upon receipt of payment, it is rare that revenue is deferred.

There was no deferred

revenue as of March 31, 2024 and December 31, 2023.

payment terms – The Company’s contracts with its customers state the final terms of the sale, including the description,

quantity, and price of each product purchased.

Payments are typically due prior to delivery.

Since the customer agrees to a stated rate

and price in the contract that do not vary over the contract, the Company’s contracts do not contain variable consideration.

factors - The Company’s revenues and accounts receivable are derived primarily from the United States with no particular concentration

in any industry.

Sales revenue is impacted by overall economic conditions, as there are fewer sales when the Company’s customers

are impacted by negative economic conditions.

Returns, refunds, and warranties – The Company has a 30-day return policy on all

As the amount of returned product is minimal, management believes that returns on any goods sold subsequent to March 31, 2024,

and 2023, were not material.

Value of Financial Instruments

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by little or no market activity).

assets and liabilities measured at fair value on a recurring basis are summarized below for the quarter ended September 30, 2023 and

year ended December 31, 2022.

OF ASSETS AND LIABILITIES MEASURED AT VALUE ON RECURRING BASIS

As of September 30, 2023

assets and liabilities measured at fair value on a recurring basis are summarized below for the quarter ended March 31, 2024 and year

ended December 31, 2023.

SUMMARY OF ASSETS AND LIABILITIES MEASURED AT VALUE ON RECURRING BASIS

As of March 31, 2024

Derivative Liabilities

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has periodically advanced funds to the Company for operating expenses.

At September 30, 2023 and December 31, 2022, amounts due related

parties were $ 70,099 and $ 164,946 , respectively.

At March 31, 2024 and December 31, 2023, amounts due related parties

were $ 837,810 and $ 70,099 , respectively.

These advances are non-interest bearing and payable upon demand.

March 14, 2024, in conjunction with our acquisition of EMGE, we entered into an Agreement of Conveyance, Transfer and Assignment of Subsidiary

(the “Conveyance Agreement”) with two of our then-wholly-owned subsidiaries, Resonate Blends, LLC, a California limited liability

company, and Entourage Labs, LLC, a California limited liability company (collectively, Resonate Blends, LLC and Entourage Labs, LLC

are referred to as the “Subsidiary”), and our former Chief Executive Officer and Director, Geoffrey Selzer.

Pursuant to the

Conveyance Agreement, we assigned our ownership in the Subsidiary to Mr.

In consideration of our assignment of the Subsidiary,

Selzer (a) assumed and agreed to pay, perform and discharge, fully and completely, all liabilities of the Subsidiary, (b) indemnified

us for any loss arising from or in connection with any of such liabilities and (c) agreed to pay us (i) 20% of any proceeds from the

sale of the Subsidiary that occurs prior to the one-year anniversary of the Conveyance Agreement and (ii) 10% of any proceeds from the

sale of the Subsidiary that occurs after the one-year anniversary and prior to the two-year anniversary of the Conveyance Agreement.

4 - CONVERTIBLE NOTE PAYABLE

notes payable consists of the following as of September 30, 2023 and December 31, 2022:

OF CONVERTIBLE NOTES PAYABLE

September 30, 2023

notes payable consists of the following as of March 31, 2024 and December 31, 2023:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

March 31, 2024

December 31, 2023

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Net convertible notes

September 30, 2023 and December 31, 2022, $ 200,000 of the convertible notes was an 8 % Unsecured Convertible Promissory Note from an investor

issued March 5, 2021.

The note has an automatic conversion into equity on the maturity date, which was July 3, 2022 , or if a Qualified

Financing (QF) of $ 5,000,000 is achieved, whichever occurs first.

December 31, 2022, $ 200,000 of the convertible notes was an 8 % Unsecured Convertible Promissory Note from an investor issued March 5,

The note has an automatic conversion into equity on the maturity date, which was July 3, 2022 , or if a Qualified Financing (QF)

of $ 5,000,000 is achieved, whichever occurs first.

The maturity date pricing is $0.10.

A QF converts into equity at the

lesser of $1.00 or 75% of the average selling price of the aggregate offering.

On July 10, 2023, the note was converted to 3,282,219

shares of common stock.

A QF converts into equity at the lesser of $1.00

or 75% of the average selling price of the aggregate offering.

On July 10, 2023, the note was converted to 3,282,219 shares of common

the year ended December 31, 2022, the Company entered into Securities Purchase Agreements with five accredited investors, pursuant to

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The Company is currently working with each of the accredited investor on payoff options.

June 27, 2022, we issued and sold to an accredited investor a convertible promissory note the principal amount of $ 138,800 under a Securities

Purchase Agreement of the same date.

We received $ 128,500 from the Note after applying the original issue discount to the Note.

the nine months ended September 30, 2023, the Company repaid the entire note.

September 8, 2022, we issued and sold a senior secured convertible promissory note to AJB Capital Investments LLC (“AJB”)

June 27, 2022, the Company issued and sold to an accredited investor a convertible promissory note the principal amount of $ 138,800 under

a Securities Purchase Agreement of the same date.

The Company received $ 128,500 from the Note after applying the original issue discount

During the year ended December 31, 2023, the Company repaid the entire note.

September 8, 2022, the Company issued and sold a senior secured convertible promissory note to AJB Capital Investments LLC (“AJB”)

for a principal amount of $ 600,000 , together with guaranteed interest of 12 % per year calendar from the date hereof.

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On September 29,

2023, we entered into an amendment with AJB extending the maturity date of the Note through December 28, 2023 .

In exchange for this amendment,

we issued AJB 3,000,000 shares (“extension shares”) of common stock.

We can redeem certain shares if all principal and interest

is repaid in full prior to the new maturity date.

2023, the Company entered into an amendment with AJB extending the maturity date of the Note through December 28, 2023 .

In exchange for

this amendment, we issued AJB 3,000,000 shares (“extension shares”) of common stock.

The Company can redeem certain shares

if all principal and interest is repaid in full prior to the new maturity date.

Securities Purchase Agreement contain a most-favored nation provision that allows the Investor to claim any lower price from any future

securities six months after this closing and a blocker on issuing variable rate investments.

connection with the investment, the Company issued Commitment Shares to the Investors in the amount of 5,571,429 shares collectively

prior to the issuance of the 3,000,000 extension shares on September 29, 2023.

the nine months ended September 30, 2023, the Company issued 3 convertible promissory notes totaling $ 345,000 ,

net of debt issuance costs of $ 20,000 .

These notes are convertible into common stock into the next funding round expected to be priced at $ .08

per share issued in a Series Preferred with a 4 %

coupon payable until the Preferred is converted into common stock.

2 -year cash Warrant with 50 %

coverage priced at $ .25

is also available as part of this conversion.

A total of 812,500

commitment shares and

250,000 warrants issued.

This Note has a personal guarantee for the full principal amount to Resonate Blends, Inc.

Vyas, Principal of Pegasus.

the year ended December 31, 2023, the Company issued 5 convertible promissory notes totaling $ 457,500 , net of debt issuance costs of

At December 31, 2023, the balance of the notes were $ 453,125 , net of unamortized discount.

These notes are convertible into

common stock into the next funding round expected to be priced at $ .08 per share issued in a Series Preferred with a 4 % coupon payable

until the Preferred is converted into common stock.

A 2 -year cash Warrant with 50 % coverage priced at $ .25 is also available as part

of this conversion.

A total of 6,243,000 commitment shares and 250,000 warrants issued.

This Note has a personal guarantee for the full

principal amount to Resonate Blends, Inc.

by Darshan Vyas, Principal of Pegasus.

Resonate Blends, Inc.

in return will guarantee the Lender.

of September 30, 2023 and December 31, 2022, accrued interest payable on notes payable was $ 252,091 and $ 265,480 respectively.

November 11, 2023, the Company issued and sold to an accredited investor a convertible promissory note the principal amount of $ 80,000

under a Securities Purchase Agreement of the same date.

The Company received $ 75,000 from the Note after applying the original issue

discount to the Note.

The note can be converted 6 months after issuance into common stock at a variable conversion price of 73 % of the

market price, the market price being the average of the 3 lowest trading prices over the prior 10 days.

March 2024, the Company obtained a loan from AJB Capital Investments, LLC (“AJB”) which netted the Company $ 252,000 in proceeds.

In consideration of such loan, the Company issued a $ 280,000 face amount promissory note (the “AJB Note”), with OID of $ 28,000 ,

bearing interest at 12 % per annum, with principal and interest payable on September 4, 2024.

The Company has the right to repay the AJB

Note at any time.

Should the Company be in default, which shall not have been cured, the AJB Note is convertible into shares of the Company’s

common stock at a conversion price that shall equal the volume weighted average trading price (a) during the previous 20 trading-day

period ending on the date of issuance of the AJB Note or (b) during the previous 20 trading-day period ending on the relevant conversion

date, whichever is lower.

AJB Note is secured by all assets of the Company.

Company accounts for the fair value of the conversion features of its convertible debt in accordance with ASC Topic No.

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both the commitment date and the remeasurement date with the following inputs:

OF DERIVATIVE LIABILITIES

SCHEDULE OF DERIVATIVE LIABILITIES

September 30, 2023

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Exercise price

$ 0.041 - $ 0.053

Expected volatility

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Expected dividend rate

Derivative liabilities measurement input

6 – SENIOR PROMISSORY NOTE

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and unanimously approved by the board of directors of the Company.

Closing of the Merger is expected to occur as soon as practicable after the satisfaction or waiver of all the conditions to Closing in

the Merger Agreement, which is currently expected to be in the 4th quarter of calendar year 2023.

8 – COMMITMENTS AND CONTINGENCIES

October 16, 2019, the Company signed a lease agreement that expires on thirty days’ notice.

Rent expense was approximately $ 8,406

and $ 5,796 for the nine months ended September 30, 2023 and 2022, respectively.

Employment Agreement

October 25, 2019 the Company entered into Employment Agreements with the following persons:

(i) Geoffrey Selzer as Chief Executive Officer

(CEO) of the Company with an annual salary of $ 180,000 ;

(ii) Pamela Kerwin as Chief Operating Officer (COO) of the Company with an annual

salary of $ 120,000 ;

(iii) David Thielen as Chief Investment Officer (CIO) of the Company with an annual salary of $ 120,000 .

All are eligible

for salary increases upon milestone achievements and other benefits.

The Employment Agreement for the CEO has a term of 2 years and can’t

be terminated without cause.

Severance of six (6) weeks is available for termination of the COO and CIO without cause before one-year

of service and eight (8) weeks after one-year of service.

These agreements were suspended during the three months ended March 31, 2023.

December 7, 2023, the Company notice received a notice of termination from Pegasus notifying the Company that the Agreement and Plan

of Merger has been terminated.

December 31, 2023, Pegasus owed the Company $ 970,000 of funds raised by the Company and advanced to Pegasus.

8 – STOCKHOLDERS’ EQUITY

the nine months ended September 30, 2023, the Company issued the following shares of common stock:

Company issued 1,273,273 shares of common stock for the exercise of a warrant for proceeds of $ 30,000 ;

Company issued 250,000 shares of common stock under a consulting agreement with a 1 year term.

The shares were valued at $ 14,250 ,

the fair value at the issuance date.

Of this amount, $ 5,895 was recognized during the nine months ended September 30, 2023, with

the remaining $ 8,355 unrecognized.

Company issued a total of 2,460,500 shares of common stock as commitment fees under borrowing agreements.

The Company recognized

$ 116,263 in expenses, the fair value of the common stock on the issuance dates.

Company issued 137,500 shares of common stock for $ 10,000 in a private placement.

Company issued a total of 3,282,219 shares of common stock as to convert a convertible note of $ 200,000 and accrued interest of $ 42,228 .

the nine months ended September 30, 2022, the Company issued the following shares of common stock:

Company issued 979,666 shares of common stock for services for $ 208,801 .

Company issued 6,636,985 shares of common stock for $ 243,917 in private placements.

Company issued a total of 22,749,316 shares of common stock as to convert convertible notes and accrued interest of $ 2,107,666 .

the three months ended March 31, 2024, the Company issued the following shares of common stock:

The Company issued a total

of 9,555,462 shares of common stock as to convert a convertible note and accrued interest of $ 306,985 .

9 – SUBSEQUENT EVENTS

October 13, 2023, we issued a Promissory Note to an accredited investor in the principal amount of $ 55,000 .

We received $ 50,000 from

the note after applying the original issue discount of $ 5,000 in the transaction.

principal on the note is convertible at the investors’ option into our common stock in the next funding round which, if it occurs,

is expected to be priced at approximately $ .08 per share issued in a preferred stock.

were required to issue a total of 112,500 shares of our common stock in connection with the notes as commitment shares.

October 26, 2023, we issued a three-month Promissory Note to an accredited investor in the principal amount of $ 57,500 .

We received $ 45,000

from the note after paying the placement agent a fee of $ 5,000

and the original issue discount of $ 7,500

in the transaction.

were required to issue a total of 250,000 shares of our common stock in connection with the notes as commitment shares.

November 13, 2023, we issued a Promissory Note to an accredited Noteholder for $ 80,000 with a nine (9) month maturity date.

carries twelve ( 12 % ) interest rate per annum.

After the allowances for the $ 3,500 in legal fees and a $ 1,500 due diligence fee, the Company

received $ 75,000 .

The Company has the right to prepay the Note prior to 180 days with a set prepayment fee.

the Note isn’t paid in full at Day 180, the Noteholder has the right to convert the Note at a 37% discount with the conversion

price determined on the basis of the lowest closing bid price for the Common Stock during the prior ten (10) trading day period .

In March 2024, the Company obtained a loan from Ray Vollintine (“Vollintine”) which netted the Company

$ 250,000 in proceeds.

In consideration of such loan, the Company issued a $ 280,000 face amount promissory note (the “Vollintine

Note”), with OID of $ 30,000 , bearing interest at 12 % per annum, with principal and interest payable on September 29, 2024.

Company has the right to repay the Vollintine Note at any time.

The Vollintine Note is convertible at any time and from time to time

into shares of the Company’s common stock at a conversion price that shall equal to $.035 per share;

provided, however, that, upon

an event of default, the conversion price shall be the lower of (a) $.035 or (b) the volume weighted average trading price during the

previous 20 trading-day period ending on the date of issuance of the Vollintine Note or during the previous 20 trading-day period ending

on the relevant conversion date, whichever is lower.

Vollintine Note is unsecured.

addition, the Company issued to Vollintine a pre-funded common stock purchase warrant (the “Vollintine Warrant”) to purchase

7,200,000 shares of our common stock, with a nominal exercise price of $ .00001 per share.

The Vollintine Warrant may be exercised on

a cashless basis, As further consideration for Vollintine’s purchasing the Vollintine Note, the Company entered into a make-whole

agreement that assures that Vollintine shall derive not less than $ 250,000 in net proceeds from Vollintine’s sales of the common

stock underlying the Vollintine Warrant.

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