What changed in this filing

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Item 1. Financial Statements

2023-08-07 compared with 2023-05-09 · 156 added, 103 removed, 260 unchanged (50% of the section changed)

1 unchanged sentence

BALANCE SHEET

March 31, 2023

June 30, 2023

December 31, 2022

8 unchanged sentences

TOTAL OTHER ASSETS

LIABILITIES AND SHAREHOLDERS’ DEFICIT

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable

Accounts payable and other payable

TOTAL CURRENT LIABILITIES

COMMITMENTS AND CONTINGENCIES (See Note 9)

Series C Convertible Preferred Stock, 34,853 and 34,853 shares outstanding,

respectively, redeemable value of $ 3,485,313 and $ 3,485,313 , respectively

Series C Convertible Preferred Stock, 34,853 and 34,853 shares outstanding, respectively,

redeemable value of $ 3,485,313 and $ 3,485,313 , respectively

SHAREHOLDERS’ EQUITY

1 unchanged sentence

10,000,000 authorized shares

Common stock, $ 0.0001 par

3,000,000,000 authorized shares 705,126,846

and 705,126,846 shares issued and

outstanding, respectively

Preferred treasury stock, 0 and 1,000 shares outstanding, respectively

Common stock, $ 0.0001 par value;

3,000,000,000 authorized shares 705,126,846 and

715,496,051 shares issued and outstanding, respectively

Additional paid in capital

6 unchanged sentences

STATEMENTS OF OPERATIONS

THE THREE ENDED MARCH 31, 2023 AND 2022

March 31, 2023

March 31, 2022

For the Three Months Ended

March 31, 2023

March 31, 2022

THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

Three Months Ended

For the Six Months Ended

June 30, 2023

June 30, 2022

June 30, 2023

June 30, 2022

OPERATING EXPENSES

6 unchanged sentences

( 2,294,031 )

( 6,262,957 )

OTHER INCOME/(EXPENSES)

4 unchanged sentences

$ ( 3,460,660 )

$ ( 2,293,118 )

$ ( 6,261,722 )

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

BASIC EARNINGS (LOSS) PER SHARE

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING

BASIC AND DILUTED

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC

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

STATEMENT OF SHAREHOLDERS’ DEFICIT

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

THREE MONTHS ENDED MARCH 31, 2022

THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

SIX MONTHS ENDED JUNE 30, 2022

Preferred Stock

Additional Paid-in

Balance at December 31, 2021

5 unchanged sentences

( 6,261,722 )

Balance at March 31, 2022 (unaudited)

Balance at June 30, 2022 (unaudited)

$ 169,424,478

$ ( 167,131,247 )

THREE MONTHS ENDED MARCH 31, 2023

$ 169,424,478

$ ( 167,131,247 )

SIX MONTHS ENDED JUNE 30, 2023

Preferred Stock

Additional Paid-in

Balance at December 31, 2022

1 unchanged sentence

$ ( 172,955,053 )

Stock and warrant compensation cost

$ 174,272,031

$ ( 172,955,053 )

Balance at March 31, 2023 (unaudited)

Stock compensation cost

( 2,293,118 )

Balance at June 30, 2023 (unaudited)

$ 176,144,754

$ ( 175,248,171 )

$ 176,144,754

$ ( 175,248,171 )

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

STATEMENTS OF CASH FLOWS

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

March 31, 2023

March 31, 2022

Three Months Ended

March 31, 2023

March 31, 2022

THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

Six Months Ended

June 30, 2023

June 30, 2022

CASH FLOWS FROM OPERATING ACTIVITIES:

2 unchanged sentences

$ ( 6,261,722 )

Adjustment to reconcile net income(loss) to net cash (used in) provided by operating activities

Adjustment to reconcile net income(loss) to net cash (used in) provided by

operating activities

Depreciation and amortization expense

Common stock issued for services

Stock compensation expense

15 unchanged sentences

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

Basis of Presentation

5 unchanged sentences

been included.

Operating results for the three months ended March 31, 2023, are not necessarily indicative of the results that may be

expected for the year ending December 31, 2023.

For further information refer to the financial statements and footnotes thereto included

in the Company’s Form 10-K for the December 31, 2022.

Operating results for the six months ended June 30, 2023, are not necessarily indicative of the results that may be expected

for the year ending December 31, 2023.

For further information refer to the financial statements and footnotes thereto included in the

Company’s Form 10-K for the December 31, 2022.

Concern Substantial Doubt Alleviated

of the three months ended March 31, 2023, the Company had a loss of $ 1,631,500 , which consisted of a non-cash amount of $ 1,474,225 for

a net cash loss of $ 157,275 .

As of March 31, 2023, its accumulated deficit was $ 174,586,553 .

of the six months ended June 30, 2023, the Company had a loss of $ 2,293,118 , which consisted of a non-cash amount of $ 1,872,723 for a

net cash loss of $ 420,395 .

As of June 30, 2023, its accumulated deficit was $ 175,248,171 .

believes the Company’s present cash flows will enable it to meet its obligations for twenty-four months from the date of these

21 unchanged sentences

throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits.

As of March 31, 2023,

the cash balance in excess of the FDIC limits was $ 4,390,377 .

The Company has not experienced any losses in such accounts and believes

it is not exposed to any significant credit risk in these accounts.

As of June 30, 2023, the

cash balance in excess of the FDIC limits was $ 4,162,599 .

The Company has not experienced any losses in such accounts and believes it

is not exposed to any significant credit risk in these accounts.

preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates

9 unchanged sentences

Machinery and equipment

expense for the three months ended March 31, 2023 and 2022 were $ 271 and $ 336 , respectively.

expense for the six months ended June 30, 2023 and 2022 were $ 542 and $ 2,161 , respectively.

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering

5 unchanged sentences

Intangible assets

expense for the three months ended March 31, 2023 and 2022 was $ 755 and $ 755 , respectively.

expense for the six months ended June 30, 2023 and 2022 was $ 1,511 and $ 1,511 , respectively.

Company measures the cost of employee services received in exchange for an equity award based on the grant-date fair value of the award.

17 unchanged sentences

to its’ employees for services.

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

March 1, 2022, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase price

3 unchanged sentences

30, 2023, the 5,000,000 stock options were outstanding.

April 12, 2022, the Company granted 450,000,000 stock options to its employees for services at an exercise price of $ 0.021 .

expire, and all rights to purchase the shares shall terminate seven ( 7 ) years from the date of grant or termination of employment.

vesting schedule of the 400,000,000 options are exercisable in the amount of 316,666,662 immediately, and the remaining 83,333,338 shares

shall become exercisable in equal amounts over a ten ( 10 ) month period during the term of the optionee’s employment until the Option

is 100 % vested.

The 50,000,000 options are exercisable in the amount of 19,444,446 immediately and the remaining 30,555,554 shares shall

become exercisable in equal amounts over a twenty-two ( 22 ) month period during the term of the optionee’s employment until the

Options is 100 % vested.

As of March 31, 2023, the 450,000,000 stock options were outstanding.

March 20, 2023, the Company granted 50,000,000 shares of stock options, to purchase the total number of shares of common stock equal

to the number of option shares at the exercise price of $ 0.0137 per share.

The options were granted pursuant to the terms of the Company’s

2022 Equity Incentive Plan.

The 50,000,000 shares subject to the options, have a six-month cliff, whereby 8,333,333 shall become vested

and exercisable on September 19, 2023 and the remaining 41,666,667 shall become exercisable in equal amounts over a thirty ( 30 ) month

period during the term of the participant’s employment until the option is 100 % vested.

The unvested portion of the option will

not be exercisable on or after the termination of continuous service.

April 12, 2022, the Company granted an aggregate of 450,000,000 stock options to its employees for services at an exercise price of $ 0.021 .

The options expire, and all rights to purchase the shares shall terminate seven ( 7 ) years from the date of grant or termination of employment.

The 400,000,000 options are exercisable in the amount of 316,666,662 are exercisable upon grant, and the remaining 83,333,338 shares

are exercisable in equal amounts over a ten ( 10 ) month period during the term of the optionee’s employment until the Option is

100 % vested.

The 50,000,000 options are exercisable in the amount of 19,444,446 are exercisable upon grant and the remaining 30,555,554

shares are exercisable in equal amounts over a twenty-two ( 22 ) month period during the term of the optionee’s employment until

the Options is 100 % vested.

On March 11, 2023, one of the employees separated from the Company and 50,000,000 options were cancelled

as of June 11, 2023.

As of June 30, 2023, the other 400,000,000 stock options remain outstanding.

March 20, 2023, the Company granted 50,000,000

shares of stock options, to purchase the total

number of shares of common stock equal to the number of option shares at the exercise price of $ 0.0137

The options were granted pursuant

to the terms of the Company’s 2022 Equity Incentive Plan.

The 50,000,000

shares subject to the options, have a six-month

cliff, whereby 8,333,333

shall become vested and exercisable on September

19, 2023 and the remaining 41,666,667

shall become exercisable in equal amounts over

a thirty ( 30 )

month period during the term of the participant’s employment until the option is 100 %

The unvested portion of the option will not be exercisable on or after the termination of continuous service.

As of June 30,

2023, 50,000,000 stock options remain outstanding.

On May 9, 2023, the Company granted 5,000,000 shares of stock options to a consultant, with an exercise price of

$ 0.0126 , and an expiration date of May 31, 2033.

The Options vest over a thirty-six ( 36 ) month period from June 1, 2023, with 833,360

options vesting on November 30, 2023, and 138,888 options vested at the end of each month from the end of the seventh month through May

As of June 30, 2023, 5,00,000 stock options remain outstanding.

June 15, 2023, the Company granted 100,000,000 shares of stock options to two employees of the Company, with an exercise price of $ 0.0121 ,

and an expiration date of June 15, 2030.

The options were granted pursuant to the terms of the Company’s 2022 Equity Incentive

The grant of the options was made in consideration of the services rendered and to be rendered by the employees to the Company.

The 100,000,000 options vest and are exercisable in four (4) separate tranches based on performance as follows:

(a) Tranche I -12,500,000

shares shall become vested and exercisable if the Company files an S-3 registration statement with the Securities and Exchange Commission

(SEC) and it is declared effective by the SEC;

(b) Tranche II – 12,500,000 shares shall become vested and exercisable if the Company’s

shares are traded on a national securities exchange;

the average daily market value of the Company’s shares exceeds $100,000 per day over any 20 consecutive trade days;

and (d) Tranche

IV – 12,500,000 shares shall become vested and exercisable if the average daily market value of the Company’s shares exceed

$200,000 per day over any 20 consecutive trade days.

As of June 30, 2023, none of the performance milestones were met and the options

remain unvested.

As of June 30, 2023, 100,000,000 shares remain outstanding.

the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life

5 unchanged sentences

(7) years from the date of grant or upon termination of employment.

As of March 31, 2023, the aggregate total of 505,000,000 stock options

As of June 30, 2023, the aggregate total of 560,000,000 stock options

were outstanding.

1 unchanged sentence

and development costs are expensed as incurred.

Total research and development costs were $ 15,000 and $ 220,546 for the three months ended

March 31, 2023 and 2022, respectively.

Total research and development costs were $ 25,000 and $ 451,092 for the six months ended

June 30, 2023 and 2022, respectively.

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings (Loss) per Share Calculations

5 unchanged sentences

of stock options and stock-based awards (Note 4), plus the assumed conversion of convertible debt (Note 5).

the three months ended March 31, 2023, the Company has not included shares issuable from 505,000,000 stock options and 228,958,334 warrants,

the six months ended June 30, 2023, the Company has not included shares issuable from 560,000,000 stock options and 228,958,334 warrants,

because their impact on the income per share is antidilutive.

the three months ended March 31, 2022, the Company has included shares issuable from 468,500,000 stock options and 228,958,334 warrants,

because their impact on the income per share is dilutive.

the three months ended June 30, 2022, the Company has not included shares issuable from 468,500,000 stock options and 228,958,334 warrants,

because their impact on the income per share is antidilutive.

SCHEDULE OF NET EARNINGS PER SHARE

For the Three Months Ended

For the Six Months Ended

Income (Loss) to common shareholders (Numerator)

6 unchanged sentences

practicable to estimate that value.

As of March 31, 2023, the amounts reported for cash, inventory, prepaid expenses, accounts payable,

As of June 30, 2023, the amounts reported for cash, inventory, prepaid expenses, accounts payable,

and accrued expenses, approximate the fair value because of their short maturities.

11 unchanged sentences

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

measure certain financial instruments at fair value on a recurring basis.

As of March 31, 2023, there were no financial instruments to

As of June 30, 2023, there were no financial instruments to

Issued Accounting Pronouncements

1 unchanged sentence

on the accompanying condensed financial statements.

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

CAPITAL STOCK

Stock March 31, 2023 and 2022

of March 31, 2023, the Company had a total of 34,853 shares of Series C Preferred Stock outstanding with a fair value of $ 3,485,313 ,

and a stated face value of one hundred dollars ($ 100 ) per share which are convertible into shares of fully paid and non-assessable shares

Stock June 30, 2023 and 2022

of June 30, 2023, the Company had a total of 34,853 shares of Series C Preferred Stock outstanding with a fair value of $ 3,485,313 , and

a stated face value of one hundred dollars ($ 100 ) per share which are convertible into shares of fully paid and non-assessable shares

of common stock of the Company .

3 unchanged sentences

election, to convert shares of Series C Preferred Stock into common stock at a conversion price of $ 0.0014 and has no voting rights.

Stock March 31, 2023

the three months ended March 31, 2023, the Company did not issue any common stocks.

Stock March 31, 2022

the three months ended March 31, 2022, the Company issued 5,000,000 common stock purchase warrants for cash in the amount of $ 1,000 .

During the three months ended March 31, 2022, the Company issued 5,000,000 common stock purchase warrants

for cash in the amount of $ 1,000 .

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

Stock June 30, 2023 and 2022

the six months ended June 30, 2023, the Company did not issue any common stocks.

STOCK OPTIONS AND WARRANTS

the three months ended March 31, 2023, the Company granted stock options in the amount of 50,000,000 .

the six months ended June 30, 2023, the Company granted stock options in the amount of 155,000,000 .

(See Note 2).

7 unchanged sentences

( 50,000,000 )

( 452,450,000 )

Outstanding as of the end of the periods

Exercisable as of the end of the periods

weighted average remaining contractual life of options outstanding as of March 31 2023 and 2022 was as follows:

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

STOCK OPTIONS AND WARRANTS (Continued)

weighted average remaining contractual life of options outstanding as of June 30, 2023 and 2022 was as follows:

SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING

7 unchanged sentences

Weighted Average Remaining Contractual Life (years)

stock-based compensation expense recognized in the statement of operations during the three months ended March 31, 2023 and 2022, were

stock-based compensation expense recognized in the statement of operations during the six months ended June 30, 2023 and 2022, were $ 1,872,723

and $ 5,423,031 , respectively.

of March 31, 2023, there was no intrinsic value with regards to the outstanding options.

of March 31, 2023, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase

of June 30, 2023, there was no intrinsic value with regards to the outstanding options.

of June 30, 2023, the Company issued no common stock purchase warrants during the six months ended June 30, 2023.

During the six months

ended June 30, 2022, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase

price of $ 1,000 .

of March 31, 2023 and 2022, the outstanding warrants were as follows:

of June 30, 2023 and 2022, the outstanding warrants were as follows:

SCHEDULE OF WARRANTS ACTIVITY

7 unchanged sentences

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

STOCK OPTIONS AND WARRANTS (Continued)

weighted average remaining contractual life of the warrants outstanding as of March 31, 2023 was as follows:

weighted average remaining contractual life of the warrants outstanding as of June 30, 2023 was as follows:

SCHEDULE OF WARRANTS OUTSTANDING

4 unchanged sentences

Contractual Life (years)

was no warrant compensation recognized as of March 31, 2023.

was no warrant compensation recognized as of June 30, 2023.

COMMITMENTS AND CONTINGENCIES

5 unchanged sentences

matters will not have a material adverse effect on the Company’s financial position or results of operations.

March 15, 2022, the Company entered into an advisor agreement for services regarding various aspects of the Company’s business,

including but not limited to technology, business development, and product development.

The Company granted 5,000,000 common stock options,

vesting at a rate of 138,889 options per month for thirty-six ( 36 ) months of consecutive service to the Company, as well as cash compensation

of $ 5,000 per month for the services provided.

of March 31, 2023, there were no legal proceedings against the Company.

May 30, 2023, the Company amended the agreement dated March 15, 2022 entered into with a consultant regarding an advisory agreement

for services of various aspects of the Company’s business, including but not limited to technology, business development, and

product development.

The Company granted 5,000,000

common stock options, vesting at a rate of 138,889

options per month for thirty-six ( 36 )

months of consecutive service to the Company., In lieu of a fixed monthly cash compensation of $ 5,000 , the Company will provide the

Advisor with a cash compensation based on an hourly rate of $ 200 for the services specifically requested by the Company.

amendment shall be effective on June 15, 2023, and will continue on a month-to-month basis until terminated at the earlier of March

15, 2025, or any time by either party with a 5-day written notice from on party to the other.

All other items in the Advisory

agreement dated March 15, 2022, remain effective subject to the termination claim above.

of June 30, 2023, there were no legal proceedings against the Company.

SUBSEQUENT EVENT

1 unchanged sentence

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