What changed in this filing

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Item 1. Financial Statements

2024-05-13 compared with 2023-11-08 · 138 added, 124 removed, 287 unchanged (48% of the section changed)

1 unchanged sentence

BALANCE SHEET

September 30,

March 31, 2024

December 31, 2023

CURRENT ASSETS

11 unchanged sentences

TOTAL CURRENT LIABILITIES

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES (See Note 9)

Series C Convertible Preferred Stock, 34,853 and 3 4,853 shares outstanding, respectively, redeemable

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

SHAREHOLDERS’ EQUITY

MEZZANINE (See Note 3)

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 (DEFICIT)

Preferred stock, $ 0.0001 par value;

1 unchanged sentence

Common stock, $ 0.0001 par value;

3,000,000,000 authorized shares 705,126,846 and 715,496,051 shares

issued and outstanding, respectively

3,000,000,000 authorized shares 704,599,512 and 704,599,512 shares issued and outstanding, respectively

Additional paid in capital

2 unchanged sentences

( 176,132,585 )

TOTAL SHAREHOLDERS’ EQUITY

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)

TOTAL LIABILITIES, MEZZANINE AND SHAREHOLDERS’

EQUITY (EQUITY)

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

STATEMENTS OF OPERATIONS

Three Months Ended

For the Nine Months Ended

September 30, 2023

September 30, 2022

September 30, 2023

September 30, 2022

March 31, 2024

March 31, 2023

For the Three Months Ended

March 31, 2024

March 31, 2023

OPERATING EXPENSES

5 unchanged sentences

( 1,631,964 )

( 2,734,545 )

( 9,088,877 )

OTHER INCOME/(EXPENSES)

4 unchanged sentences

$ ( 1,631,500 )

$ ( 2,733,210 )

$ ( 9,086,347 )

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

1 unchanged sentence

BASIC AND DILUTED

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

STATEMENT OF SHAREHOLDERS’ DEFICIT

NINE MONTHS ENDED SEPTEMBER 30, 2022

THREE MONTHS ENDED MARCH 31,2023

Preferred Stock

Additional Paid-in

Balance at December 31, 2022

1 unchanged sentence

( 172,955,053 )

Issuance of common stock warrants for cash

Common stock returned to the Company by unregistered dealer

( 10,369,205 )

Stock and warrant compensation cost

1 unchanged sentence

( 1,631,500 )

Balance at September 30, 2022 (unaudited)

$ 171,848,773

Balance at March 31, 2023 (unaudited)

( 174,586,553 )

NINE MONTHS ENDED SEPTEMBER 30, 2023

THREE MONTHS ENDED MARCH 31,2024

Preferred Stock

6 unchanged sentences

Stock compensation cost

Stock and warrant compensation cost

Balance at March 31, 2024 (unaudited)

$ 176,355,551

$ ( 176,603,589 )

Balance at September 30, 2023 (unaudited)

$ ( 177,578 )

2 unchanged sentences

$ ( 177,578 )

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

STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

March 31, 2024

March 31, 2023

Three Months Ended

March 31, 2024

March 31, 2023

CASH FLOWS FROM OPERATING ACTIVITIES:

10 unchanged sentences

NET CASH USED IN OPERATING ACTIVITIES

( 1,250,049 )

CASH FLOWS FROM INVESTING ACTIVITIES:

CASH FLOWS FROM FINANCING ACTIVITIES:

Common stock purchase warrants for cash

NET CASH FLOWS FROM INVESTING ACTIVITIES

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET INCREASE IN CASH

( 1,249,049 )

NET DECREASE IN CASH

CASH, BEGINNING OF PERIOD

2 unchanged sentences

Interest paid

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

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

Basis of Presentation

OF PRESENTATION

accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted

4 unchanged sentences

been included.

Operating results for the nine months ended September 30, 2023, are not necessarily indicative of the results that may

be expected for the year ending December 31, 2023.

Operating results for the three months ended March 31, 2024, are not necessarily indicative of the results that may be

expected for the year ending December 31, 2024.

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

in the Company’s Form 10-K for the December 31, 2023.

Going Concern

As of the three months ended March 31, 2024, the Company

had a loss of $ 471,004 , which consisted of a non-cash amount of $ 76,287 for a net cash loss of $ 394,717 .

As of March 31, 2024, its accumulated

deficit was $ 176,603,589 .

Management believes the Company’s present cash flows

will enable it to meet its obligations for twenty-four months from the date of these financial statements.

Management will continue to

assess it operational needs and seek additional financing as needed to fund its operations.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

18 unchanged sentences

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

As of September 30, 2023,

As of March 31, 2024,

the cash balance in excess of the FDIC limits was $ 2,997,036 .

8 unchanged sentences

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

1 unchanged sentence

and equipment are stated at cost, and are depreciated using straight line over its estimated useful lives:

SCHEDULE OF PROPERTY AND EQUIPMENT

OF PROPERTY AND EQUIPMENT

and equipment

expense for the nine months ended September 30, 2023 and 2022 were $ 813 and $ 921 , respectively.

expense for the three months ended March 31, 2024 and 2023 were $ 271 and $ 271 , respectively.

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

2 unchanged sentences

continue to be amortized over their useful lives.

SCHEDULE OF INTANGIBLE ASSETS AMORTIZED OVER THEIR USEFUL LIVES

OF INTANGIBLE ASSETS AMORTIZED OVER THEIR USEFUL LIVES

Less accumulated amortization

Intangible assets

expense for the nine months ended September 30, 2023 and 2022 was $ 2,267 and $ 2,267 , respectively.

expense for the three months ended March 31, 2024 and 2023 was $ 756 and $ 756 , 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.

18 unchanged sentences

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

The initial exercise date of the warrants is March 1, 2024 at an exercise price of $ 0.0255 per share, with a termination date

of March 1, 2029.

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

2 unchanged sentences

options per month for a thirty-six ( 36 ) month period during the term of the optionee’s consultancy with the Company.

As of September

31, 2024, the 5,000,000 stock options were outstanding.

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

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 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

2 unchanged sentences

as of June 11, 2023.

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

As of March 31, 2024, 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

7 unchanged sentences

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

As of September 30, 2023, 50,000,000 stock options remain outstanding.

As of March 31, 2024, 50,000,000 stock options remain outstanding.

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

2 unchanged sentences

30, 2023, and 138,888 options vested at the end of each month from the end of the seventh month through May 31, 2026.

As of September

As of March 31,

2024, 5,000,000 stock options remain outstanding.

14 unchanged sentences

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

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

As of December 31, 2023, none of the performance milestones were met and the options

remain unvested.

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

Management believes the probability of satisfying vesting conditions in the above four tranches is less than ten (10)

percent during next 12 months based on the current market cap of less than $5,000,000 and average trading stock volume of less than $5,000

As of March 31, 2024, 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

4 unchanged sentences

The stock options terminate seven

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

As of September 30, 2023, the aggregate total of 560,000,000 stock

options were outstanding.

(7) year0s from the date of grant or upon termination of employment .

As of March 31, 2024, the aggregate total of 560,000,000 stock options

were outstanding.

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

1 unchanged sentence

and development costs are expensed as incurred.

Total research and development costs were $ 113,939 and $ 681,637 for the nine months ended

September 30, 2023 and 2022, respectively.

Total research and development costs were $ 88,939 and $ 15,000 for the three months ended

March 31, 2024 and 2023, respectively.

Company expenses the cost of advertising and promotional materials when incurred.

The advertising costs were $ 74,971 and $ 0 for the three

months ended March 31, 2024 and 2023, respectively.

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 nine months ended September 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 nine months ended September 30, 2022, the Company has not included shares issuable from 455,000,000 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 Nine Months Ended

September 30,

the three months ended March 31, 2024, 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, 2023, the Company has not included shares issuable from 505,000,000 stock options and 228,958,334 warrants,

because their impact on the income per share is antidilutive.

OF NET EARNINGS PER SHARE

For the Three Months Ended March

Income (Loss) to common shareholders (Numerator)

6 unchanged sentences

practicable to estimate that value.

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

As of March 31, 2024, the amounts reported for cash, inventory, prepaid expenses, accounts payable,

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

7 unchanged sentences

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

5 unchanged sentences

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

As of September 30, 2023, there were no financial instruments

As of March 31, 2024, there were no financial instruments to

Issued Accounting Pronouncements

1 unchanged sentence

on the accompanying condensed financial statements.

CAPITAL STOCK

Stock September 30, 2023 and 2022

of September 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 ,

PREFERRED STOCK

Stock December 31, 2024 and 2023

of March 31, 2024, 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 .

The holder of the Series C preferred stocks are entitled to receive dividends pari passu with the holders

The holder of the Series C preferred stocks is entitled to receive dividends pari passu with the holders

of common stock, except upon liquidation, dissolution and winding up of the Corporation.

1 unchanged sentence

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 September 30, 2023 and 2022

the nine months ended September 30, 2023, the Company did not issue any common stocks.

preferred shares have been classified under mezzanine, since it is a hybrid of capital that is between equity and senior debt in the

capital structure of the Company.

The lender has the option to convert their debt into an equity interest in the Company in case of default,

after other senior lenders are paid.

Stock March 31, 2024 and 2023

the three months ended March 31, 2024 and 2023, the Company did not issue any common stocks.

STOCK OPTIONS AND WARRANTS

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

the three months ended March 31, 2024 and 2023, the Company granted the following stock options in the amount of 0 , and 50,000,000 , respectively.

(See Note 2).

SCHEDULE OF STOCK OPTIONS

OF STOCK OPTIONS

Number of Options

4 unchanged sentences

Expired/Cancelled

( 50,000,000 )

( 465,950,000 )

Outstanding as of the end of the periods

1 unchanged sentence

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

STOCK OPTIONS AND WARRANTS (Continued)

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

SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING

weighted average remaining contractual life of options outstanding as of March 31, 2024 and 2023 was as follows:

OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING

Exercisable Price

6 unchanged sentences

Weighted Average Remaining Contractual Life (years)

stock-based compensation expense recognized in the statement of operations during the nine months ended September 30, 2023 and 2022,

were $ 1,940,830 and $ 7,731,188 , respectively.

On March 11, 2023, Spencer Hall resigned from a Director

of the Company.

Pursuant to the terms and conditions in the Stock Option Agreement dated April 12, 2022, all of Mr.

Hall’s vested

and unvested stock options were cancelled on June 9, 2023.

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

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

nine months ended September 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 September 30, 2023 and 2022, the outstanding warrants were as follows:

SCHEDULE OF WARRANTS ACTIVITY

Determining the appropriate fair value

of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and

stock price volatility.

The Company used Black Scholes to value its stock option awards which incorporated the Company’s stock price,

volatility, U.S.

risk-free rate, dividend rate, and estimated life.

The stock options terminate seven ( 7 ) year0s from the date of grant

or upon termination of employment.

As of March 31, 2024, the aggregate total of 560,000,000 stock options were outstanding.

stock-based compensation expense recognized in the statement of operations during the three months ended March 31, 2024 and 2023, were

$ 76,287 and $ 1,472,225 , respectively.

of March 31, 2024, there was no intrinsic value with regards to the outstanding options.

of March 31, 2023, the Company issued no common stock purchase warrants during the three months ended March 31, 2024.

of March 31, 2024 and 2023, the outstanding common stock purchase warrants were as follows:

OF WARRANTS ACTIVITY

Number of Options

6 unchanged sentences

NOTES TO FINANCIAL STATEMENTS – UNAUDITED

THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

STOCK OPTIONS AND WARRANTS (Continued)

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

SCHEDULE OF WARRANTS OUTSTANDING

weighted average remaining contractual life of the warrants outstanding as of March 31, 2024 was as follows:

OF WARRANTS OUTSTANDING

Exercisable Price

Stock Warrants Outstanding

Stock Warrants Exercisable

Common Stock Purchase Warrants Outstanding

Common Stock Purchase Warrants Exercisable

Weighted Average Remaining

Contractual Life (years)

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

was no warrant compensation recognized as of March 31, 2024.

COMMITMENTS AND CONTINGENCIES

Company rents office space on a yearly basis with a monthly rent payment in the amount of $ 550 .

the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising.

Such matters are subject

to many uncertainties, and outcomes are not predictable with assurance.

In the opinion of management, the ultimate disposition of these

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

Consultant Agreement

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

1 unchanged sentence

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.

This 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 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.

This 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.

August 1, 2023, the Company entered into an agreement with the Regents of the University of California, to perform research that would

5 unchanged sentences

not be required to perform additional work hereunder unless by mutual agreement of both parties.

During the period ended September 30,

2023, the University was paid $ 88,939 .

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

The contract is from August 1, 2023 through May 1, 2025.

March 31, 2024, the University was paid $ 266,817 for work performed through March 31, 2024, leaving the balance of the work to be performed

on the contract of $ 449,509 .

the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising.

Such matters are subject

to many uncertainties, and outcomes are not predictable with assurance.

In the opinion of management, the ultimate disposition of these

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

of March 31, 2024, there were no legal proceedings against the Company.

SUBSEQUENT EVENT

has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has reported the following subsequent event.

September 18, 2023, the Company entered into an agreement with certain shareholders who agreed to surrender for cancellation, an aggregate

of 527,334 shares of common stock of the Company (the “Surrendered Shares”) which they own.

The Surrendered Shares were cancelled

and returned to the status of authorized and unissued shares of common stock of the Company on October 25, 2023.

has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has no subsequent events to report.

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