What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-18 compared with 2023-03-01 · 444 added, 462 removed, 1080 unchanged (46% of the section changed)

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Controls and Procedures

on an evaluation as of the date of the end of the period covered by this report, the Company’s Chief Executive Officer and Interim

Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls

and procedures, as required by Exchange Act Rule 13a-15.

Based on that evaluation, the Company’s Chief Executive Officer and Interim

Chief Financial Officer concluded that, because of the disclosed material weaknesses in the Company’s internal control over financial

reporting, the Company’s disclosure controls and procedures were ineffective as of the end of the period covered by this report

to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange

Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

Based on an evaluation as of the date of the end of the period covered

by this report, the Company’s Chief Executive Officer and Interim Chief Financial Officer conducted an evaluation of the effectiveness

of the design and operation of the Company’s disclosure controls and procedures, as required by Rule 13a-15 of the Securities Exchange

Act of 1934, as amended (the “ Exchange Act ”).

Based on that evaluation, the Company’s Chief Executive Officer

and Interim Chief Financial Officer concluded that, because of the disclosed material weaknesses in the Company’s internal control

over financial reporting, the Company’s disclosure controls and procedures were ineffective as of the end of the period covered

by this report to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under

the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the

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OTHER INFORMATION.

the quarter ended December 31, 2023, none of our directors or executive officers adopted or terminated a Rule 10b5-1 trading plan or a

non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

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Korenko served as Vice President of Westinghouse

from 1987 to 1994 and was responsible for the 300 and 400 areas, including the Fast Flux Testing Facility (“ FFTF ”)

and all engineering, safety analysis, and projects for the Hanford site.

from 1987 to 1994 and was responsible for the 300 and 400 areas, including the Fast Flux Testing Facility (“ FFTF ”) and all

engineering, safety analysis, and projects for the Hanford site.

Korenko is the author of 28 patents and has received many awards, including the National Energy Resources Organization Research and Development

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Korenko has also been involved as an advisor to the Company since 2009 in the development of medical isotopes.

Korenko was selected as President and CEO of Advanced Medical Isotopes (Vivos Inc) on December 14, 2016.

Since then, has been credited

with turning around the financial health and reputation of the Company, completing the product development, obtaining the device classification

for animal therapy, and for setting the stage to obtaining IDE approval for human therapy.

Cadwell , Chairman of the Board and Secretary since December 2016, joined the Company as a director in 2006.

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DeNittis is board certified by the American Board of Radiology and Licensed in New Jersey and Pennsylvania.

Alice Villalobos, DVM, FNAP - Chair of the Veterinary Medicine Advisory Board.

Alice Villalobos is a well-known pioneer in

the field of cancer care for companion animals and a founding member of the Veterinary Cancer Society.

A 1972 graduate of UC Davis, she

completed Dr.

Gordon Theilen’s first mock residency program in oncology and has served the profession by consulting, writing and

lecturing in the rapidly growing field of veterinary oncology and end of life care.

Alice Villalobos is President Emeritus of the Society for Veterinary Medical Ethics, Past President of the American Association of Human

Animal Bond Veterinarians and Chair of the Veterinary Academy for the National Academies of Practice.

She operated Coast Pet Clinic/Animal

Cancer Center for 25 years, which is now VCA Coast Animal Hospital.

She is the author of numerous articles, papers, and including her

classic veterinarian textbook, Canine and Feline Geriatric Oncology:

Honoring the Human-Animal Bond.

She has lectured worldwide on oncology,

quality of life, the human-animal bond and end of life care and bioethics.

She founded Pawspice, an end of life care program that embraces

kinder, gentler palliative cancer medicine and integrative care for pets with cancer and terminal illness (www.Pawspice.com).

is Director of Animal Oncology Consultation Service in Woodland Hill, California and Pawspice at VCA Coast Animal Hospital in Hermosa

Beach, California.

Alice was elected 2016 Hermosa Beach Woman of the Year.

Villalobos’ role with the Company is to support the commercialization of the Company’s yttrium-90 brachytherapy products

for use in companion animals.

Beau Toskich, MD , FCPP - Medical Advisory Board .

Toskich is currently Mayo Clinic Senior Associate Consultant,

Vascular and Interventional Radiology, Mayo Clinic, Florida Campus, Board Certified Diagnostic Radiology, Vascular and Interventional

Radiology, and Nuclear Regulatory Commission Authorized User

Richard Weller, DVM, DACVIM (Internal Medicine;

Oncology) DipMS - Veterinary Medicine Advisory Board Member .

Oncology) DipMS - Veterinary Medicine Advisory Board Chairman .

Prior to his retirement

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fields of expertise.

John Heindrick, DVM - Veterinary Medicine Advisory Board Member – Dr.

Heindrick is a recently retired co-owner of

VCA Ventana Animal Hospital in Albuquerque NM.

He brings practical experience in veterinary medicine and has accompanied us at our conference

16(a) Beneficial Ownership Reporting Compliance

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Attendance at Meetings

Board held no meetings and acted by unanimous written consent two times during the year ended December 31, 2022.

In 2021, we conducted

no board of director meetings and acted by unanimous written consent two times.

We have no formal policy with respect to the attendance

of Board members at annual meetings of shareholders but encourage all incumbent directors and director nominees to attend each annual

meeting of shareholders.

The Board held no meetings and acted by unanimous written consent two

times during the year ended December 31, 2023.

In 2022, we conducted no meetings of the Board of Directors, and the Board of Directors

acted by unanimous written consent two times.

We have no formal policy with respect to the attendance of Board members at annual meetings

of shareholders but encourage all incumbent directors and director nominees to attend each annual meeting of shareholders.

EXECUTIVE COMPENSATION.

Compensation Table

following table sets forth the compensation paid to the Company’s Chief Executive Officer and those executive officers that earned

in excess of $100,000 during the year ended December 31, 2022 (collectively, the “ Named Executive Officers ”):

Name and Principal Position (1)

CEO, President and Director

following table sets forth the compensation paid to the Company’s Chief Executive Officer and those executive officers that

earned in excess of $100,000 during the year ended December 31, 2023 (collectively, the “Named Executive Officers ”):

and Principal Position (1)

President and Director

Pollack began serving as the Company’s Interim Chief Financial Officer in December 2018 and was paid no compensation directly

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On May 3, 2021, the Company and the Chief Executive Officer agreed the terms

of a new Employment Agreement with an effective date of January 1, 2021 that has a term of three years and expires December 31, 2023.

the terms of the Employment Agreement, the Company shall pay to Dr.

of a new Employment Agreement with an effective date of January 1, 2021 that has a term of three years and expired December 31, 2023.

The Company renewed the Employment Agreement for a term of two years expiring December 31, 2025.

the terms of the Employment Agreement effective January 1, 2024, the Company shall pay to Dr.

Korenko a base compensation of $295,500.

In addition, there is a

discretionary bonus to be earned in the amount of $7,500 per quarter upon the satisfaction of conditions to be determined by the Board

of Directors of the Company.

In addition, there is a discretionary bonus to be earned in the amount of $10,000 per quarter upon the satisfaction of conditions to

be determined by the Board of Directors of the Company.

In addition, the Company granted Dr.

Korenko 20,000,000 restricted stock units

on January 1, 2024 that vest over the two-year period.

Equity Awards at Fiscal Year-End Table

following table sets forth all outstanding equity awards held by the Company’s Named Executive Officers as of the end of last fiscal

Option Awards

Unexercisable

of Securities Underlying Unexercised Options(#) Exercisable

of Securities Underlying Unexercised Options (#) Unexercisable

Exercise Price ($)

Exercise Date

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stock equivalents, assuming exercise and conversion occurred as of that date, for a total of 446,640,412 shares.

Name and Address of Beneficial Owner (1)

of Beneficial Ownership (2)

Percent of Class

Cadwell Family Irrevocable Trust

Michael Pollack

All Current Directors and Executive Officers as a group (3 individuals)

and Address of Beneficial Owner (1)

and Nature of Beneficial Ownership (2)

Family Irrevocable Trust

Current Directors and Executive Officers as a group (3 individuals)

address of each of the beneficial owners above is c/o Vivos Inc, 719 Jadwin Avenue, Richland, WA 99336, except that the address of

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Name and Address of Beneficial Owner (1)

of Beneficial

Ownership (2)

Amount and Nature of Beneficial Ownership (2)

Percent of Class

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Series A Convertible Preferred beneficially owned by the Cadwell Trust.

Pollack, the Company’s Interim Chief Financial Officer, does not hold any Company Series A Convertible Preferred, and has therefore

been omitted from this table.

Neither Michael Korenko, the Company’s Chief Executive Officer, nor Michael Pollack, the Company’s

Interim Chief Financial Officer, hold any Company Series A Convertible Preferred, and therefore have been omitted from this table.

Ownership of the Company’s Series B Convertible Preferred Stock

of March 1, 2023, there were 200,363 shares of Series B Preferred issued and outstanding, convertible into 2,504.538 shares of the Company’s

common stock.

of March 1 8, 2024, there were 200,363 shares of Series B Preferred issued and outstanding, convertible

into 2,504.538 shares of the Company’s common stock.

following table sets forth, as of March 18, 2024, the number of shares of Series B Preferred beneficially owned by the following persons:

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Name and Address of Beneficial Owner (1)

Nature of Beneficial Ownership (2)

Amount and Nature of Beneficial Ownership (2)

Percent of Class

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Name and Address of Beneficial Owner (1)

of Beneficial

Ownership (2)

Amount and Nature of Beneficial Ownership (2)

Percent of Class

All Current Directors and Executive Officers as a group (3 individuals) (3)

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Michael Korenko, the Company’s Chief Executive Officer, nor Michael Pollack, the Company’s Interim Chief Financial Officer,

hold any shares of the Company’s Series C Preferred, and they have therefore been omitted from this table.

hold any shares of the Company’s Series C Preferred, and have therefore been omitted from this table.

Company does not know of any arrangements, including any pledges of the Company’s securities that may result in a change in control

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from Related Parties

January 24, 2019, the Company entered into a note payable with a trust related to Mr.

Cadwell in the amount of $60,000.

The note is for

a one-year period maturing January 24, 2020 and bears interest at an annual rate of 8.0%.

This note was converted into shares of common

stock in December 2021.

March 27, 2019 the Company entered into a note payable with a trust related to Mr.

Cadwell in the amount of $48,000.

The note is for

a one-year period maturing March 27, 2020 and bears interest at an annual rate of 8.0%.

This note was repaid in December 2021.

April 29, 2019, the Company entered into a note payable with a trust related to Mr.

Cadwell in the amount of $29,000.

The note is for

a one-year period maturing April 29, 2020 and bears interest at an annual rate of 8.0%.

This note was repaid in December 2021.

May 20, 2019 and May 23, 2019, Mr.

Korenko advanced $20,000 collectively to the Company.

Korenko is not charging interest on these

amounts advanced and they are short-term advances, due on demand.

Of this amount $5,000 was repaid and the balance of $15,000 was converted

into a convertible note payable at an annual interest rate of 8% due January 15, 2020.

This note was converted in April 2020.

July 5, 2019, the Company entered into a note payable with a trust related to Mr.

Cadwell in the amount of $50,000.

The note is for a

one-year period maturing July 5, 2020 and bears interest at an annual rate of 8.0%.

Of this amount, $23,000 was paid in December 2021,

and the balance was converted into shares of common stock in December 2021.

November 25, 2019, the Company entered into a note payable with a trust related to Mr.

Cadwell in the amount of $50,000.

for a one-year period maturing November 25, 2020 and bears interest at an annual rate of 8.0%.

This note was converted into shares of

common stock in December 2021.

Company borrowed $107,000 in the year ended December 31, 2020 from its CEO and repaid these amounts in full.

has been no indebtedness from related parties for the years ended December 31, 2023 and 2022.

Company’s common stock is traded on the OTCQB Marketplace, which does not impose any independence requirements on the Board of

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and $0, respectively.

All services performed by the Company’s Registered Public Accounting Firm, Fruci & Associates II,

PLLC have been pre-approved by the Company’s Board of Directors.

All services performed by the Company’s Registered Public Accounting Firm, Fruci & Associates II, PLLC

have been pre-approved by the Company’s Board of Directors.

aggregate fees billed for professional services rendered by principal accountant for tax compliance, tax advice and tax planning during

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Certificate of Amendment to the Certificate of Incorporation authorizing a series of Preferred Stock to be named “Series B Convertible Preferred Stock”, consisting of 5,000,000 shares, which series shall have specific designations, powers, preferences and relative and other special rights, qualifications, limitations and restrictions as outlined in the Certificate of Designations, filed October 10, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 17, 2018).

Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock of Vivos Inc., dated March 27, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on April 2, 2019).

Certificate of Amendment to its Certificate of Incorporation of Vivos Inc., as amended, effecting a 1-for-8 reverse split, dated June 26, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 2, 2019).

Form of Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 17, 2018).

Form of Series A Warrant (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 11, 2022).

Form of Series B Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 11, 2022).

Form of Series C Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 27, 2023).

Agreement and Plan of Reorganization, dated as of December 15, 1998, by and among HHH Entertainment, Inc.

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Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 17, 2018).

Employment Agreement by and between Vivos Inc.

and Michael Korenko, dated June 4, 2019 (incorporated by reference to Exhibit 6.18 to the Company’s Offering Statement on Form 1-A filed on July 29, 2019).

Employment Agreement between Vivos Inc.

and Michael Korenko, dated May 3, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 7, 2021.

Amended and Restated Employment Agreement between Vivos Inc.

and Michael Korenko.

Dated December 19, 2023, with a deemed effective date of January 1, 2024

Form of Series C Warrant Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 27, 2023).

Form of Warrant Exchange Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 27, 2023.

Consent of Independent Registered Public Accounting Firm

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accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

1 to the financial statements, the Company has suffered recurring losses, has utilized significant cash in operations, and its cash position

is not sufficient to support operations.

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

as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

As discussed in

Note 1 to the financial statements, the Company has recurring losses and used significant cash in support of its operating

activities and the Company’s cash position is not sufficient to support the Company’s operations.

These factors, among

others, raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard

to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

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principal audit procedures to evaluate management’s calculation and recording of common share issuances included the following:

evaluated the appropriateness and consistency of management’s methods and assumptions

used in the identification, recognition, measurement, and disclosure of considerations of

the underlying warrants and share issuances during the year, including the classification

with respect to the terms and in considering applicable generally accepted accounting standards.

read the applicable agreements and compared the key terms to management’s analysis

of the transaction.

read, evaluated, and tested the reasonableness of management’s calculation utilized

in the determination of common shares issued, including exchange for stock warrants.

evaluated whether management had appropriately considered new information that could significantly

change the measurement or disclosure of common shares issued including exchange for stock

warrants, and evaluated the disclosures related to the financial statement impacts of the

transactions.

reviewed current and subsequent period accounting records and third-party documentation to

identify unrecorded equity transactions.

& Associates II, PLLC

We evaluated the appropriateness and consistency of management’s methods and assumptions used in the identification, recognition,

measurement, and disclosure of equity-based securities issuances during the year, including the classification with respect to the terms

and in considering applicable generally accepted accounting standards.

We read the applicable agreements and compared to key terms to management’s analysis of the transaction, and we evaluated,

and tested the reasonableness of management’s calculation utilized in the determination of common shares issued, including exchange for

stock warrants.

We evaluated whether management had appropriately considered new information that could significantly change the measurement or

disclosure of common shares issued including exchange for stock warrants, and evaluated the disclosures related to the financial statement

impacts of the transactions.

reviewed current and subsequent period accounting records and third-party documentation to identify unrecorded equity transactions.

Fruci & Associates II, PLLC – PCAOB ID #05525

have served as the Company’s auditor since 2016.

BALANCE SHEETS

& Associates II, PLLC

31, 2023 AND 2022

DECEMBER 31, 2023

DECEMBER 31, 2022

Current Assets:

Accounts receivable

Prepaid expenses

Prepaid expense

Total Current Assets

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Current Liabilities:

Accounts payable and accrued expenses

Accounts payable and accrued expense

Total Current Liabilities

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Series C Convertible Preferred, 5,000,000 shares authorized, 385,302 shares issued and outstanding, respectively

Preferred stock value

Additional paid in capital - Series C Convertible preferred stock

paid in capital - Convertible preferred stock

Additional paid in capital

Common stock, par value, $ 0.001 , 950,000,000 shares authorized, 387,894,033 and 362,541,528 issued and outstanding, respectively

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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

accompanying notes are an integral part of these financial statements.

OF OPERATIONS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

DECEMBER 31, 2023

DECEMBER 31, 2022

Revenues, net

Cost of Goods Sold

OPERATING EXPENSES

Gross (loss) profit

OPERATING EXPENSE

Professional fees, including stock-based compensation

Payroll expenses

Research and development

General and administrative expenses

Payroll expense

Research and development expense

General and administrative expense

Total Operating Expenses

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NON-OPERATING INCOME (EXPENSE)

Interest expense

Forgiveness of debt

Gain (loss) on debt extinguishment

Total Non-Operating Income (Expenses)

Interest income

Loss on issuance of shares

Gain on debt extinguishment

Total Non-Operating Income (Expense)

NET LOSS BEFORE PROVISION FOR INCOME TAXES

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Weighted average common shares outstanding

accompanying notes are an integral part of these financial statements.

OF CHANGES IN STOCKHOLDERS’ EQUITY

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

- December 31, 2020

$ ( 74,558,101 )

conversions/settlements

option exercises

of preferred shares to common shares

purchased for cash

granted to consultants that have vested

loss for the year

Series A Preferred

Series B Preferred

Series C Preferred

Balance - December 31, 2021

$ ( 77,085,867 )

Stock issued for:

Accounts payable

Fractional adjustment

Warrant exercises

Warrants purchased for cash

RSUs granted to consultants that have vested

Net loss for the year

( 2,470,161 )

- December 31, 2021

( 2,470,161 )

Balance - December 31, 2022

$ ( 79,556,028 )

- December 31, 2021

Balance - December 31, 2022

$ ( 79,556,028 )

purchased for cash

granted to consultants that have vested

loss for the year

Stock issued for:

Accounts payable

Warrant exercises and exchanges

Warrants purchased for cash

RSUs granted to consultants that have vested

Net loss for the year

( 2,894,753 )

Balance - December 31, 2023

$ ( 82,450,781 )

- December 31, 2022

$ ( 82,450,781 )

accompanying notes are an integral part of these financial statements.

STATEMENTS OF CASH FLOWS (UNAUDITED)

OF CASH FLOWS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

CASH FLOW FROM OPERATING ACTIVITIES

CASH FLOW FROM OPERTING ACTIVIITES

$ ( 2,894,753 )

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RSUs issued for services

(Gain) loss on conversion of debt

Forgiveness of debt

Loss on issuance of shares

(Gain) on conversion of debt

Changes in assets and liabilities

Accounts receivable

Prepaid expenses and other assets

Accounts payable and accrued expenses

Payroll liabilities

Accrued interest

Prepaid expense and other assets

Accounts payable and accrued expense

Total adjustments

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( 1,293,023 )

CASH FLOWS FROM FINANCING ACTIVITIES

Payments of convertible debt

Payments of related party notes

( 1,120,058 )

CASH FLOWS FROM FINANCING ACTIVITES

Proceeds from common stock and warrants

Net cash provided by financing activities

NET INCREASE IN CASH

CASH - BEGINNING OF PERIOD

CASH - END OF PERIOD

NET (DECREASE) INCREASE IN CASH

CASH - BEGINNING OF YEAR

CASH - END OF YEAR

CASH PAID DURING THE PERIOD FOR:

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SUPPLEMENTAL INFORMATION - NON-CASH INVESTING AND FINANCING ACTIVITIES:

Conversion of preferred stock for common stock

Conversion of notes payable and accrued interest for common and common

Conversion of notes payable and accrued interest into common stock

Common stock issued in cashless exercise of warrants

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Accounts payable converted into shares of common stock

Stock options exercised for recission of common and preferred stock

Common stock issued in settlement of accounts payable - related parties

RSUs vested into common stock

accompanying notes are an integral part of these financial statements.

to Financial Statements

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Our common stock is currently quoted on the OTC Pink Marketplace under the symbol “RDGL.”

Company is a radiation oncology medical device company engaged in the development of its yttrium-90 based brachytherapy device, RadioGel ™ ,

for the treatment of non-resectable tumors.

A prominent team of radiochemists, scientists and engineers, collaborating with strategic

partners, including national laboratories, universities and private corporations, lead the Company’s development efforts.

The Company’s

overall vision is to globally empower physicians, medical researchers and patients by providing them with new isotope technologies that

offer safe and effective treatments for cancer.

Company is a radiation oncology medical device company engaged in the development of its yttrium-90 (“ Y-90 ”)

based brachytherapy device, RadioGel ™ , for the treatment of non-resectable tumors.

A prominent team of

radiochemists, scientists and engineers, collaborating with strategic partners, including national laboratories, universities and

private corporations, lead the Company’s development efforts.

The Company’s overall vision is to globally empower

physicians, medical researchers and patients by providing them with new isotope technologies that offer safe and effective

treatments for cancer.

January 2018, the Center for Veterinary Medicine Product Classification Group ruled that RadioGel ™ should be classified

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IsoPet ® Solutions division.

Company’s IsoPet Solutions division was established in May 2016 to focus on the veterinary oncology market, namely engagement of

university veterinarian hospital to develop the detailed therapy procedures to treat animal tumors and ultimately use of the technology

in private clinics.

The Company has worked with three different university veterinarian hospitals on IsoPet ® testing and

Washington State University treated five cats for feline sarcoma and served to develop the procedures which are incorporated

in our label.

Company’s IsoPet ® Solutions division was established in May 2016 to focus on the veterinary oncology market, namely

engagement of university veterinarian hospital to develop the detailed therapy procedures to treat animal tumors and ultimately use of

the technology in private clinics.

The Company has worked with three different university veterinarian hospitals on IsoPet ®

testing and therapy.

Washington State University treated five cats for feline sarcoma and served to develop the procedures which

are incorporated in our label.

They concluded that the product was safe and effective in killing cancer cells.

Colorado State University demonstrated

the CT and PET-CT imaging of IsoPet ® .

A contract was signed with University of Missouri to treat canine sarcomas and equine

sarcoids starting in November 2017.

Colorado State University

demonstrated the CT and PET-CT imaging of IsoPet ® .

A contract was signed with University of Missouri to treat canine sarcomas

and equine sarcoids starting in November 2017.

dogs were treated for canine soft tissue sarcoma.

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suggested by the testing program.

Company anticipates that future profits, if any, will be derived from direct sales of RadioGel ™ (under the name IsoPet ® )

and related services, and from licensing to private medical and veterinary clinics in the U.S.

The Company anticipates that future profits, if any, will be derived

from direct sales of RadioGel ™ (under the name IsoPet ® ) and related services, and from licensing to private

medical and veterinary clinics in the United States of America (the “ USA ”, or, the “ U.S.

”) and internationally.

The Company intends

to report the results from the IsoPet ® Solutions division as a separate operating segment in accordance with GAAP.

in July 2019, the Company recognized its first commercial sale of IsoPet ® .

A veterinarian from Alaska brought his cat

with a re-occurrent spindle cell sarcoma tumor on his face.

The cat had previously received external beam therapy, but now the tumor

was growing rapidly.

He was given a high dose of 400Gy with heavy therapy at the margins.

This sale met the revenue recognition requirements

under ASC 606 as the performance obligation was satisfied.

The Company completed sales for an additional four animals that received the

IsoPet ® during 2019.

plan is to incorporate the data assembled from our work with Isopet ® in animal therapy to support the Company’s

efforts in the development of our RadioGel ™ device candidate, including obtaining approval from the FDA to market

and sell RadioGel ™ as a Class II medical device.

RadioGel ™ is an injectable particle-gel for brachytherapy

radiation treatment of cancerous tumors in people and animals.

RadioGel ™ is comprised of a hydrogel, or a substance

that is liquid at room temperature and then gels when reaching body temperature after injection into a tumor.

In the gel are small, less

than two microns, yttrium-90 phosphate particles (“ Y-90 ”).

The Company intends to report the results from the IsoPet ® Solutions division as a separate operating segment in accordance

with generally accepted accounting principles (“ GAAP ”).

Commencing in July 2019, the Company recognized its first commercial

sale of IsoPet ® .

A veterinarian from Alaska brought his cat with a re-occurrent spindle cell sarcoma tumor on his face.

The cat had previously received external beam therapy, but now the tumor was growing rapidly.

He was given a high dose of 400 Gray with

heavy therapy at the margins.

This sale met the revenue recognition requirements under Financial Accounting Standards Board (“ FASB ”)

Accounting Standards Codification (“ ASC ”) Topic 606 – Revenue from Contracts with Customers (“ ASC 606 ”)

as the performance obligation was satisfied.

The Company completed sales for an additional four animals that received the IsoPet ®

Our plan is to incorporate the data assembled from our work with Isopet ®

in animal therapy to support the Company’s efforts in the development of our RadioGel ™ device candidate, including

obtaining approval from the FDA to market and sell RadioGel ™ as a Class II medical device.

is an injectable particle-gel for brachytherapy radiation treatment of cancerous tumors in people and animals.

is comprised of a hydrogel, or a substance that is liquid at room temperature and then gels when reaching body temperature after injection

into a tumor.

In the gel are small particles, less than two microns, of Y-90.

Once injected, these inert particles are locked in place

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The radiation is beta, consisting of high-speed electrons.

These electrons only travel a short distance so the device can deliver high radiation to the tumor with minimal dose to the surrounding

electrons only travel a short distance so the device can deliver high radiation to the tumor with minimal dose to the surrounding tissue.

Optimally, patients can go home immediately following treatment without the risk of radiation exposure to family members.

Y-90 has a half-life of 2.7 days, the radioactivity drops to 5% of its original value after ten days.

Company modified its Indication for Use from skin cancel to cancerous tissue or solid tumors pathologically associated with locoregional

Since Y-90 has

a half-life of 2.7 days, the radioactivity drops to 5% of its original value after ten days.

the Company modified its Indication for Use from skin cancel to cancerous tissue or solid tumors pathologically associated with locoregional

papillary thyroid carcinoma and recurrent papillary thyroid carcinoma having discernable tumors associated with metastatic lymph nodes

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Board felt that demonstrating efficacy in clinical trials was much easier with this new indication.

original license with Battelle National Laboratory is reached its end of life in 2022.

During the past several years, in anticipation

of this we have expanded our proprietary knowledge, our trademark and patent protection.

RadioGel trademark protection is in 17 countries.

We have expanded our trademark protection from RadioGel to now include IsoPet.

the International Certificate of Registration for ISOPET, which is the first step to file in several countries .

Our original license with Battelle National Laboratory (the “ Battelle

License ”) reached its end of life in 2022.

During the past several years, we have expanded our proprietary knowledge, as well

as our trademark and patent protection, in anticipation of the Battelle License reaching the end of its term.

Our RadioGel TM trademark protection is in 17 countries.

We have expanded our trademark protection from RadioGel TM to now include IsoPet ® .

We obtained the International

Certificate of Registration for ISOPET, which is the first step to file in several countries .

have filed for trademark protection for the term Precision Radionuclide Therapy TM.

We believe this term will be increasingly

Company received the Patent Cooperation Treaty (“ PCT ”) International Search Report on our patent application (No.1811.191).

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This gives us the basis to

extend for many years the patent protection for our proprietary Yttrium-90 phosphate particles utilized in Isopet ® and

patent team filed our particle patent in more than ten patent offices that collectively cover 63 countries throughout the world.

a continuation-in-part applications number 1774054 in the USA to expand the claims on our

particle patent.

T he US Patent office recently gave us the Notice of Allowance for our patent

to produce our yttrium phosphate microparticles, US Patent Application Serial No:

We also filed an amendment to correct the wording on our claims at make them consistent with the

extend for many years the patent protection for our proprietary Y-90 phosphate particles utilized in Isopet ® and Radiogel™.

Our patent team filed our particle patent in more than ten patent offices

that collectively cover 63 countries throughout the world.

We filed a continuation-in-part applications number 1774054 in the USA to expand

the claims on our particle patent.

Patent office recently gave us the Notice of Allowance for our patent to produce our yttrium

phosphate microparticles, U.S.

Patent Application Serial No:

We also filed an amendment to correct the wording on our claims

at make them consistent with the USE claims.

European Patent Application NO.

20 834 229.5;

filed a hydrogel utility patent in the USA (16309:17/943,311) and internationally (16389:PCT/US22/4374) based on the last eighteen months

filed a hydrogel utility patent in the USA (16309:17/943,311) and internationally (16389:PCT/US22/4374) based on the last 18 months

of development work to optimize our hydrogel component.

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These devices will be preferentially used at Mayo Clinics for human clinical studies at and our IsoPet regional treatment centers.

anticipate that Precison Radionuclide Therapy will become increasingly important in the future and expand to other isotope and other

indications for use.

Therefore, we filed an alternate particle utility patent (Serial number 18/152,137).

Vivos Inc will focus its near-term

effort on the Yttrium-90 therapy, which we believe is the best beta emitter;

however, we leveraged

our hydrogel utility patent to incorporate other promising isotopes and compounds for a range of future applications.

This includes gamma

and alpha particle emitters.

Company filed a utility patent in Q4 2023 for this therapy support equipment.

We anticipate that Precision Radionuclide Therapy will become increasingly

important in the future and expand to other isotope and other indications for use.

Therefore, we filed an alternate particle utility patent

(Serial number 18/152,137).

We will focus our near-term effort on the Y-90 therapy, which we believe is the best beta emitter;

we leveraged our hydrogel utility patent to incorporate other promising isotopes and compounds for a range of future applications.

includes gamma and alpha particle emitters.

accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction

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Company completed its reverse stock split which was approved by FINRA and went effective on June 28, 2019.

Company’s stock offering under Regulation A+ was qualified by the Securities and Exchange Commission (“SEC”) on June

A second Regulation A+ was qualified by the SEC on September 15, 2021 to raise capital for 50,000,000 shares at a price of $ 0.10

for a maximum of $ 5,000,000 .

The Company amended this and was able to raise $ 1,200,000 in July 2022 at $ 0.08 per share ( 15,000,000 shares)

and sold 20,000,000 warrants for $ 20,000 .

An amended Regulation A+ was filed in October 2022 to raise the remaining $ 3,800,000 of the

$ 5,000,000 .

Company’s Regulation A+’s raised approximately $ 5,200,000 from the sale of shares and is using the proceeds generated as

Company’s stock offering under Regulation A+ was qualified by the Securities and Exchange Commission (“ SEC ”)

on June 3, 2020.

A second Regulation A+ offering was qualified by the SEC on September 15, 2021, pursuant to the Company’s offering

statement on Form 1-A (File No.

024-11627) (the “ Offering Statement ”) to raise capital by selling 50,000,000

shares at a price of $ 0.10

per share, for a maximum offering of $ 5,000,000

(the “ Regulation A+ Offering ”).

In July 2022, the Company amended the Offering Statement, which the Company raised $ 1,200,000

per share ( 15,000,000

shares) and sold 20,000,000

warrants for $ 20,000 .

An amendment to the Offering Statement was filed and qualified in October 2022, to raise the remaining $ 3,800,000

of the original offering amount of $ 5,000,000

at a price of $ 0.08 per share.

A further amendment

to the Offering Statement was filed and qualified in December 2023, as supplemented, to raise the remaining $ 3,200,000 at an offering

price of $ 0.064 per share.

During 2023, $ 1,179,245

was raised through the issuance of 16,132,000

shares of common stock and warrants to purchase

shares of common stock.

The Company’s offerings undertaken pursuant to Regulation A+

have raised approximately $ 6,000,000 from the sale of shares.

The Company is using the proceeds generated

the animal therapy market:

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Report the results to the FDA in a pre-submission meeting.

the feedback from that meeting to write the IDE (Investigational Device Exemption), which is required to initiate clinical trials.

Use the feedback from that meeting to write the (Investigational Device

Exemption (“ IDE ”), which is required to initiate clinical trials.

and development of the Company’s brachytherapy product line has been funded with proceeds from the sale of equity and debt securities.

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million annually to maintain current operating

Over the next 12 to 48 months, the Company believes it will

cost approximately $9 million to:

(1) fund the FDA approval process to conduct human clinical trials, (2) conduct Phase I, pilot, clinical

trials, (3) activate several regional clinics to administer IsoPet ® across the county, (4) create an independent production

center within the current production site to create a template for future international manufacturing, and (5) initiate regulatory approval

processes outside of the United States.

to be raised from the recent qualified Regulation A+ will be used to continue to fund this development.

continued deployment of the brachytherapy products and a worldwide regulatory approval effort will require additional resources and personnel.

The principal variables in the timing and amount of spending for the brachytherapy products in the next 12 to 24 months will be the FDA’s

classification of the Company’s brachytherapy products as Class II or Class III devices (or otherwise) and any requirements for

additional studies which may possibly include clinical studies.

Thereafter, the principal variables in the amount of the Company’s

spending and its financing requirements would be the timing of any approvals and the nature of the Company’s arrangements with

third parties for manufacturing, sales, distribution and licensing of those products and the products’ success in the U.S.

The Company intends to fund its activities through strategic transactions such as licensing and partnership agreements or

from proceeds to be raised from the recent qualified Regulation A+.

receipt of required regulatory approvals and financing, in the U.S., the Company intends to outsource material aspects of manufacturing,

distribution, sales and marketing.

Outside of the U.S., the Company intends to pursue licensing arrangements and/or partnerships to facilitate

its global commercialization strategy.

the longer-term, subject to the Company receiving adequate funding, regulatory approval for RadioGel ™ and other brachytherapy

products, and thereafter being able to successfully commercialize its brachytherapy products, the Company intends to consider resuming

research efforts with respect to other products and technologies intended to help improve the diagnosis and treatment of cancer and other

Over the next 12 to 48 months, the Company believes

it will cost approximately $9 million to:

(1) fund the FDA approval process to conduct human clinical trials;

(2) conduct Phase I, pilot, and clinical trials;

(3) activate several regional clinics to administer IsoPet ® across the

(4) create an independent production center within the current production site to create a template for future international manufacturing;

and (5) initiate regulatory approval processes outside of the United States.

The proceeds to be raised from the Regulation A+ Offering

will be used to continue to fund this development.

The continued deployment of the brachytherapy products and a worldwide

regulatory approval effort will require additional resources and personnel.

The principal variables in the timing and amount of spending

for the brachytherapy products in the next 12 to 24 months will be the FDA’s classification of the Company’s brachytherapy

products as Class II or Class III devices (or otherwise), and any requirements for additional studies (which may possibly include clinical

Thereafter, the principal variables in the amount of the Company’s spending and its financing requirements would be:

the timing of any approvals;

(2) the nature of the Company’s arrangements with third parties for manufacturing, sales, distribution

and licensing of those products;

and (3) the products’ success in the U.S.

and elsewhere.

The Company intends to fund its activities

through strategic transactions such as licensing and partnership agreements, as well as proceeds to be raised from the Regulation A+ Offering.

Following receipt of required regulatory approvals and necessary financing

to fund our working capital requirements, the Company intends to outsource material aspects of manufacturing, distribution, sales and

marketing for operations within the U.S..

Outside of the U.S., the Company intends to pursue licensing arrangements and/or partnerships

to facilitate its global commercialization strategy.

Long-term, the Company intends to consider resuming research efforts with respect to other products and technologies

intended to help improve the diagnosis and treatment of cancer and other illnesses.

These long-term goals are subject to the Company:

(1) receiving adequate funding;

(2) receiving regulatory approval for RadioGel TM and other brachytherapy products;

being able to successfully commercialize its brachytherapy products.

on the Company’s financial history since inception, the Company’s independent registered public accounting firm has expressed

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delay the implementation of its business strategy and may not be able to continue operations.

Company has been impacted from the effects of COVID-19.

The Company’s headquarters are in Northeast Washington however there focus

of the animal therapy market has been the Northwestern sector of the United States.

The Company continues their marketing to the animal

therapy market and attempt to increase the exposure to their product and generate revenue accordingly.

The Company’s headquarters are in Northeast

Washington however there focus of the animal therapy market has been the Northwestern sector of the United States.

The Company continues

their marketing to the animal therapy market and attempt to increase the exposure to their product and generate revenue accordingly.

of December 31, 2023, the Company has $ 1,592,287 cash on hand.

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it is practicable to estimate that value.

As of December 31, 2022 and 2021, the balances reported for cash, prepaid expenses,

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

value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between

market participants at the measurement date.

Accounting Standards Codification (“ ASC ”) Topic 820 established a three-tier

fair value hierarchy which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted

quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs

(level 3 measurements).

As of December 31, 2023 and 2022, the balances reported for cash, prepaid expenses, accounts

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

Fair value is defined as the price that would be received to sell an

asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

ASC Topic 820- Fair

Value Measurement, established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value.

The hierarchy

gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and

the lowest priority to unobservable inputs (level 3 measurements).

These tiers include:

1, defined as observable inputs such as quoted prices for identical instruments in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices

for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

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

Level 1, defined as

observable inputs such as quoted prices for identical instruments in active markets;

Level 2, defined as inputs

other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar

instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as

unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as

valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are

unobservable.

Company measures certain financial instruments including options and warrants issued during the period at fair value on a recurring basis.

assets are carried at the lower of cost or net realizable value.

Production equipment with a cost of $ 2,500 or greater and other fixed

assets with a cost of $ 1,500 or greater are capitalized.

Major betterments that extend the useful lives of assets are also capitalized.

Normal maintenance and repairs are charged to expense as incurred.

When assets are sold or otherwise disposed of, the cost and accumulated

depreciation are removed from the accounts and any resulting gain or loss is recognized in operations.

is computed using the straight-line method over the following estimated useful lives:

SCHEDULE OF DEPRECIATION ESTIMATED USEFUL LIFE

and fixtures:

improvements and capital lease assets are amortized over the shorter of the life of the lease or the estimated life of the asset.

of the Company reviews the net carrying value of all of its equipment on an asset by asset basis whenever events or changes in circumstances

indicate that its carrying amount may not be recoverable.

These reviews consider the net realizable value of each asset, as measured

in accordance with the preceding paragraph, to determine whether impairment in value has occurred, and the need for any asset impairment

fees are stated at cost, less accumulated amortization.

Amortization of license fees is computed using the straight-line method over

the estimated economic useful life of the assets.

The Battelle Memorial Institute licensing contract is completed.

and Intellectual Property

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have been no such capitalized costs in the years ended December 31, 2023 and 2022, respectively.

However, a patent was filed on

July 1, 2019 (No.

1811.191) filed by Michael Korenko and David Swanberg and assigned to the Company based on the Company’s proprietary

However, a patent was filed on July

1811.191) by Michael Korenko and David Swanberg and assigned to the Company based on the Company’s proprietary

particle manufacturing process.

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year, as permitted under international patent laws and treaties.

May 2014, the Financial Accounting Standards Board (“F ASB ”) issued Accounting Standard Update (“ ASU ”)

In May 2014, the FASB issued Accounting Standard Update (“ ASU ”)

2014-09, Revenue from Contracts with Customers (Topic 606).

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transferred, verify that the contract has commercial substance and verify that collection of substantially all consideration is probable.

The adoption of ASC 606 did not have an impact on the Company’s operations or cash flows.

Company recognized revenue as they (i) identified the contracts with each customer;

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to complete the procedures on the animals, the Company recognized revenue as that was considered the performance obligation.

revenue recognized in the years ended December 31, 2022 and 2021 relate to consulting income with respect to the IsoPet ®

revenue recognized in the years ended December 31, 2023 and 2022 relate to the procedures performed with respect to the IsoPet ®

Company accounts for its loss per common share by replacing primary and fully diluted earnings per share with basic and diluted earnings

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31, 2023 and 2022, the basic earnings per share equals the diluted earnings per share.

following represent common stock equivalents that could be dilutive in the future as of December 31, 2022 and December 31, 2021, which

include the following:

SCHEDULE OF DILUTIVE EARNINGS PER SHARE

following represent common stock equivalents that could be dilutive in the future as of December 31, 2023 and 2022, which include the

OF DILUTIVE EARNINGS PER SHARE

December 31, 2023

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and Development Costs

and developments costs, including salaries, research materials, administrative expenses and contractor fees, are charged to operations

and developments costs, including salaries, research materials, administrative costs and contractor fees, are charged to operations

The cost of equipment used in research and development activities which has alternative uses is capitalized as part of fixed

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Company incurred $ 732,698 and $ 343,802 in research and development costs for the years ended December 31, 2023 and 2022, respectively,

all of which were recorded in the Company’s operating expenses noted on the statements of operations for the periods then ended.

all of which were recorded in the Company’s operating expense noted on the statements of operations for the periods then ended.

and Marketing Costs

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federal jurisdiction.

The Company did no t have any tax expense for the years ended December

The Company did not have any tax expense for the years ended December

31, 2023 and 2022.

The Company did no t have any deferred tax liability or asset on its balance sheets on December 31, 2022 and 2021.

The Company did not have any deferred tax liability or asset on its balance sheets on December 31, 2023 and 2022.

costs and penalties related to income taxes, if any, will be classified as interest expense and general and administrative costs, respectively,

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Accounting Pronouncements

August, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic

815-40), Accounting for Convertible Instruments and Contract’s in an Entity’s Own Equity.

The ASU simplifies accounting for

convertible instruments by removing major separation models required under current GAAP.

Consequently, more convertible debt instruments

will be reported as a single liability instrument with no separate accounting for embedded conversion features.

The ASU removes certain

settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity

contracts to qualify for it.

The ASU simplifies the diluted net income per share calculation in certain areas.

The ASU is effective for

annual and interim periods beginning after December 31, 2021, and early adoption is permitted for fiscal years beginning after December

15, 2020, and interim periods within those fiscal years.

The Company has determined that this pronouncement does not have a material

impact on its financial statements.

Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition,

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RELATED PARTY TRANSACTIONS

Party Notes Payable

$ 237,000 in related party notes payable that were outstanding during 2021 were either repaid or converted in December 2021.

no outstanding related party notes payable as of December 31, 2022.

Party Payables

December 2021, the Company converted the $ 32,110 in related party payables into 401,373 shares of common stock.

There are no remaining

related party payables as of December 31, 2022.

and Common Shares Issued to Officers and Directors

June 2021, the Company’s Chief Executive Officer exercised 2,500,000 stock options for a value of $ 60,000 that was paid through

the cancelation of 375,000 common shares and 100,000 Series A Convertible Preferred shares.

The Chief Executive Officer in May 2021 rescinded

8,120,152 stock options and in June 2021 rescinded 16,000,000 stock options.

In September 2021, the Chief Executive Officer exercised

150,000 warrants in a cashless exercise into 91,304 shares of common stock.

In March 2022, the Chief Executive Officer exercised 75,000

warrants in a cashless exercise into 22,266 shares of common stock, and was issued 76,250 shares of common stock valued at $ 4,880 for

services rendered.

CONVERTIBLE NOTES PAYABLE

of December 31, 2022 and 2021, there remains no outstanding balances in the convertible notes payable.

All prior convertible notes had

been either repaid or converted in 2021.

March 2022, the Chief Executive Officer exercised 75,000 warrants in a cashless exercise into 22,266 shares of common stock, and was

issued 76,250 shares of common stock valued at $ 4,880 for services rendered.

September 2023, the CEO advanced $ 10,000 to the Company which was repaid October 4, 2023.

STOCKHOLDERS’ EQUITY

Company has 950,000,000 shares of common stock authorized, with a par value of $ 0.001 , and as of December 31, 2022 and 2021, the Company

has 362,541,528 and 343,530,678 shares issued and outstanding, respectively.

Company has 950,000,000 shares of common stock authorized, with a par value of $ 0.001 , and as of December 31, 2023 and December 31, 2022,

the Company has 387,894,033 and 362,541,528 shares issued and outstanding, respectively.

of December 31, 2023 and 2022, the Company has 20,000,000 shares of Preferred stock authorized with a par value of $ 0.001 .

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have been entitled to receive pursuant to such transaction.

June 2021, 100,000 shares of Series A Convertible Preferred were canceled as partial payment for the exercise of stock options by the

Chief Executive Officer.

B Convertible Preferred Stock (“Series B Convertible Preferred”)

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would have been entitled to receive pursuant to such transaction.

December 2021, 236,290 Series B Convertible Preferred shares were converted into 2,953,625 shares of common stock.

C Convertible Preferred Stock (“Series C Convertible Preferred”)

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Holders of Series C Convertible Preferred are entitled to vote on all matters, together with the holders of common stock,

and have the equivalent of thirty-two (32) votes for every Series C Conversion Share issuable upon conversion of such holder’s

and have the equivalent of 32 votes for every Series C Conversion Share issuable upon conversion of such holder’s

outstanding shares of Series C Convertible Preferred.

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and Preferred Stock Issuances – 2023

March 2022, the Company issued 299,577 shares of common stock in the cashless exercise of 825,000 warrants, and issued 76,250 shares

of common stock to its CEO for services rendered valued at $ 4,880 .

In June 2022, there was a fractional adjustment recorded for 90 shares.

July 7, 2022, the Company sold 15,000,000 shares under the Regulation A+ at $ 0.08 for $ 1,200,000 , and 20,000,000 warrants ( 15,000,000

at $ 0.08 expiring June 2025 and 5,000,000 at $ 0.01 expiring December 2022) for $ 20,000 .

September 2022, the Company issued 984,840 shares valued at $ 49,242 in settlement of accounts payable.

December 2022, the Company issued 2,650,273 shares of common stock in the cashless exercise of 3,333,333 warrants.

April 2023, the Company issued 8,000,000

shares of common stock, warrants to purchase 2,665,000

shares of A Convertible Preferred, and warrants to purchase 8,000,000

shares of Series B Convertible Preferred, pursuant to our Offering Statement for our Regulation A+ Offering, for aggregate

proceeds of $ 640,000 .

The Company sold the warrants to purchase shares of Series A Convertible Preferred and Series B Convertible Preferred for $ 10,665 .

October 2023, the Company issued 2,221,505

shares of common stock in a cashless exercise of warrants to purchase 2,132,000

shares of common stock.

December 2023, the Company issued:

shares of common stock in settlement of accounts payable of $ 28,450 ;

(2) 8,132,000

shares of common stock and 8,132,000

warrants pursuant to the Offering Statement for the Regulation A+ Offering for an aggregate total of $ 528,580 ;

(3) 2,499,000

shares of common stock in a cashless exercise of warrants to purchase 4,998,000 shares of common stock and issued new warrants to purchase 10,002,000 shares of common stock;

and (4) issued 4,000,000

shares of common stock for 4,00,000

vested restricted stock units, for which the Company recognized a loss

on this exchange of vested restricted stock units for shares of common

and Preferred Stock Issuances - 2022

January 2021, the Company issued 384,445 shares of common stock in a settlement of accounts payable valued at $ 50,000 .

In May 2021, the

Company issued 519,480 shares of common stock in a settlement of accounts payable valued at $ 40,000 .

January 2021, the Company issued 1,259,250 shares of common stock in conversion of a note payable and accrued interest totaling $ 50,370 .

The conversion resulted in a loss on conversion of $ 176,295 that is reflected in the Condensed Statement of Operations for the nine months

ended September 30, 2021.

March 2021, the Company issued 22,500,000 shares of common stock along with 11,237,500 warrants under the Regulation A+ for cash proceeds

of $ 1,800,000 for the common stock and the warrants were purchased for $ 11,238 .

January 8, 2021 and January 29, 2021, the Company issued 3,870,428 shares of common stock in the cashless exercise of 5,430,000 warrants.

June 28, 2021, the Company issued 2,500,000 shares of common stock for the exercise of 2,500,000 stock options to the Chief Executive

In this transaction, the Company canceled 375,000 shares of common stock as partial payment for the exercise of the stock options.

June 2021, the Company issued 12,000,000 shares of common stock for vested RSUs with a fair value of $ 1,080,000 .

July 9 through September 24, 2021, the Company issued 838,195 shares of common stock in the cashless exercise of 1,800,000 warrants.

October 2021, the Company issued 2,005,693 shares of common stock in the cashless exercise of 3,500,000 warrants.

November 2021, the Company issued 77,768 shares of common stock for services valued at $ 3,756 .

December 2021, the Company issued 401,373 shares of common stock in conversion of accounts payable to a related party in the amount of

issued 2,316,830 shares of common stock in conversion of related party note payables and accrued interest valued at $ 185,346 ;

and issued 2,953,625 shares of common stock in conversion of 236,290 Series B Convertible Preferred stock.

March 2022, the Company issued 299,577 shares

of common stock in the cashless exercise of warrants to purchase 825,000 shares of common stock, and issued 76,250 shares

of common stock to its Chief Executive Officer for services rendered valued at $ 4,880 .

In June 2022, there was a fractional adjustment recorded for 90 shares

of common stock.

July 7, 2022, the Company sold 15,000,000

shares of common stock under the Regulation A+ Offering for cash proceeds of $ 1,200,000 , and sold warrants to purchase 20,000,000

shares of common stock for cash proceeds of $ 20,000 .

September 2022, the Company issued 984,840

shares of common stock valued at $ 49,242

in settlement of accounts payable.

COMMON STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK UNITS

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OF CHANGES IN STOCK OPTION

Options Outstanding

Balance at December 31, 2020

at December 31, 2021

$ 0.024 - 0.04

Options granted

Options exercised

expired/canceled

at December 31, 2022

$ 0.024 - 0.04

Options expired

at December 31, 2022

$ 0.024 - 0.04

Balance at December 31, 2021

at December 31, 2022

$ 0.024 - 0.04

Options granted

Options exercised

Options expired/canceled

Balance at December 31, 2022

expired/canceled

at December 31, 2023

$ 0.024 - 0.04

Exercisable at December 31, 2022

at December 31, 2023

$ 0.024 - 0.04

the year ended December 31, 2021, the Company’s CEO exercised 2,500,000 stock options, and rescinded 24,120,152 , stock options.

In addition, 12,500 options expired.

the years ended December 31, 2022 and 2021, the Company recognized no stock based compensation related to the vesting of its stock options.

the years ended December 31, 2023 and 2022, the Company recognized $ 0 and $ 0 , respectively, worth of stock based compensation related

to the vesting of it stock options.

Stock Warrants

following schedule summarizes the changes in the Company’s stock warrants:

SCHEDULE OF CHANGES IN STOCK WARRANTS

OF CHANGES IN STOCK WARRANTS

Warrants Outstanding

Remaining Contractual

Balance at December 31, 2021

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Warrants granted

$ 0.01 – 0.08

Warrants exercised

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Warrants expired/cancelled

( 20,966,667 )

Balance at December 31, 2022

$ 0.08 - 0.10

Warrants granted

Exercisable at December 31, 2022

$ 0.06 - 0.10

Warrants granted

Warrants redeemed

Warrants exercised

( 7,663,000 )

Warrants exchanged

( 10,002,000 )

Warrants expired/cancelled

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using the Black-Scholes valuation model.

The following assumptions were used for the periods as follows:

SCHEDULE OF ASSUMPTIONS USED IN FAIR VALUE MEASUREMENT

In the years ended 2023 and 2022 all warrants issued were issued pursuant to the Regulation A+ Offering, and are included in equity.

The following assumptions

were used for the periods as follows:

OF ASSUMPTIONS USED IN FAIR VALUE MEASUREMENT

December 31, 2023

December 31, 2022

Expected term

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Risk-free interest rate

0.20 - 0.58 %

January 8, 2021 and January 29, 2021, the Company issued 3,870,428 shares of common stock in the cashless exercise of 5,430,000 warrants.

March 2021 the Company sold 11,237,500 warrants for $ 11,238 .

These warrants have a two-year term and have an exercise price of $ 0.10

July 9 through September 24, 2021, the Company issued 838,195 shares of common stock in the cashless exercise of 1,800,000 warrants.

October 2021, the Company issued 2,005,693 shares of common stock in the cashless exercise of 3,500,000 warrants.

March 2022 the Company issued 299,577 shares of common stock in the cashless exercise of 825,000 warrants.

In June 2022, 1,000,000 warrants

July 7, 2022, the Company sold 15,000,000 shares under the Regulation A+ at $ 0.08 for $ 1,200,000 , and 20,000,000 warrants ( 15,000,000

at $ 0.08 expiring June 2025 and 5,000,000 at $ 0.01 expiring December 2022) for $ 20,000 .

In December 2022, the Company issued 2,650,273 shares of common stock in

the cashless exercise of 3,333,333 warrants.

following schedule summarizes the changes in the Company’s restricted stock units:

SCHEDULE OF CHANGES IN RESTRICTED STOCK

Balance at December 31, 2020 and 2019

April and December 2023, the Company sold warrants to purchase 18,797,000

shares of Common Stock in the Regulation A+ Offering for cash proceeds of $ 18,797 .

In addition during the year ended December 31 2023:

(1) warrants to purchase 10,002,000

shares of common stock were issued when the Company exchanged warrants to purchase 10,002,000

shares of common stock and issued 2,499,000

shares of common stock;

(2) warrants to purchase 7,663,000

shares of common stock were exercised or expired;

(3) warrants to purchase 11,237,500

shares of common stock expired;

and (4) warrants to purchase 500,000

shares of common stock were redeemed.

March 2022 the Company issued 299,577

shares of common stock in the cashless exercise of warrants to purchase 825,000

shares of common stock.

In June 2022, warrants to purchase 1,000,000

shares of common stock expired.

July 7, 2022, the Company sold 15,000,000

shares under the Regulation A+ Offering for $ 1,200,000

, and warrants to purchase 20,000,000

shares of common stock for $ 20,000 .

following schedule summarizes the changes in the Company’s restricted stock units (“ RSUs ”):

OF CHANGES IN RESTRICTED STOCK UNITS

Weighted Average

Balance at December 31, 2021

RSU’s granted

2 unchanged sentences

Balance at December 31, 2022

RSUs forfeited

( 15,450,000 )

2 unchanged sentences

of its RSU’s.

As of December 31, 2022, the Company had $ 1,055,400 worth of expense yet to be recognized for RSU’s not yet

May 3, 2021, the Company has granted 12,000,000 RSUs to a consultant that vest on the grant date, and 700,000 RSUs to consultants that

vest on the grant date.

The Company has issued 12,000,000 common shares to the one consultant in June 2021.

May 3, 2021, as part of an Employment Agreement with the CEO, the Company granted 30,000,000 RSUs to the CEO.

Of the 30,000,000 RSUs,

15,000,000 of them vest as follows:

5,000,000 on the grant date, 5,000,000 on the first anniversary and 5,000,000 on the second anniversary.

The remaining 15,000,000 RSUs vest as performance-based grants, with the Board of Directors determining the criteria of each 5,000,000

RUSs at the nine-month anniversary, eighteen-month anniversary and twenty-seven month anniversary intervals.

The Board of Directors has

90 days from May 3, 2021 to determine the performance criteria.

February 3, 2022, 5,000,000 of the RSUs valued at $ 450,000 to the CEO vested.

May 3, 2022, 5,000,000 of the RSUs valued at $ 450,000 to the CEO vested.

June 1, 2022, 100,000 RSUs were granted to a consultant valued at $ 8,200 , and on November 1, 2022, 500,000 RSUs were granted to a consultant

valued at $ 31,500 , each that were vested immediately.

As of December 31, 2023, the Company had $ 131,950 worth of expense yet to be recognized for RSU’s not yet vested.

February 3, 2022 and May 3, 2022, 10,000,000 of the RSUs valued at $ 900,000 to the Chief Executive Officer vested.

On June 1, 2022, 100,000 RSUs were granted

to a consultant valued at $ 8,200 that vested immediately.

May 1, 2023, the Company granted 2,900,000

RSUs to consultants, with 25 %

of such RSUs vesting immediately, 25 %

vest on December 31, 2023, 25 %

vest on December 31, 2024 and the remaining 25 %

vest on December 31, 2025.

These RSUs are valued at $ 263,900 .

On August 4, 2023, the Chief Executive Officer rescinded 1,012,500 of which 750,000 had vested in prior years, of his fully vested RSUs.

December 2023, the Company granted 4,000,000 immediately vested RSUs to a consultant, for which the RSUs are valued at $ 208,000 .

June 4, 2019, the Company entered into an Executive Employment Agreement (“ Employment Agreement ”) with Dr.

the Company’s Chief Executive Officer.

The employment term under the Employment Agreement commenced with an effective date of June

11, 2019 and expires on December 31, 2020, and December 31 of each successive year if the Employment Agreement is extended, unless terminated

earlier as set forth in the Employment Agreement.

The Company on December 31, 2020 extended this agreement through December 31, 2021

while renegotiating terms of a new Employment Agreement.

On May 3, 2021, the Company and the Chief Executive Officer agreed the terms

of a new Employment Agreement with an effective date of January 1, 2021 that has a term of three years and expires December 31, 2023 .

the terms of the Employment Agreement, the Company shall pay to Dr.

Korenko, the Company’s Chief Executive Officer.

employment term under the Employment Agreement commenced with an effective date of June 11, 2019 and expires on December 31, 2020, and

December 31 of each successive year if the Employment Agreement is extended, unless terminated earlier as set forth in the Employment

The Company on December 31, 2020 extended this agreement through December 31, 2021 while renegotiating terms of a new Employment

On May 3, 2021, the Company and the Chief Executive Officer agreed the terms of a new Employment Agreement with an effective

date of January 1, 2021 that has a term of three years and expired December 31, 2023.

The Company renewed the Employment Agreement for

a term of two years expiring December 31, 2025 .

the terms of the Employment Agreement effective January 1, 2024, the Company shall pay to Dr.

Korenko a base compensation of $ 295,500 .

In addition, there is a

discretionary bonus to be earned in the amount of $ 7,500 per quarter upon the satisfaction of conditions to be determined by the Board

of Directors of the Company.

In addition, there is a discretionary bonus to be earned in the amount of $ 10,000 per quarter upon the satisfaction of conditions to

be determined by the Board of Directors of the Company.

In addition, the Company granted Dr.

Korenko 20,000,000 restricted stock units

on January 1, 2024 that vest over the two year period.

taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating

29 unchanged sentences

Stock for services

Other non-deductible expenses

Other non-deductible expense

Valuation allowance

1 unchanged sentence

December 31, 2023, the Company had net operating loss carryforwards of approximately $ 32,585,800 .

740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements.

requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon

the technical merits of the position.

If the more-likely-than-not threshold is met, a company must measure the tax position to determine

the amount to recognize in the financial statements.

At the adoption date of January 1, 2007, the Company had no unrecognized tax benefit,

which would affect the effective tax rate if recognized.

ASC Topic 740 – Income Taxes (“ ASC 740 ”) provides guidance on the accounting for uncertainty

in income taxes recognized in a company’s financial statements.

ASC 740 requires a company to determine whether it is more likely

than not that a tax position will be sustained upon examination based upon the technical merits of the position.

If the more-likely-than-not

threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

At the adoption

date of January 1, 2007, the Company had no unrecognized tax benefit, which would affect the effective tax rate if recognized.

Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision

8 unchanged sentences

income tax examinations by tax authorities for years before 2017.

SUBSEQUENT EVENTS

January 1, 2024 through the date of filing, the Company issued 2,000,000

shares of common stock and warrants to purchase 2,000,000

shares of common stock pursuant to the Regulation A+ Offering for cash proceeds of $ 128,000 .

The Chief Executive Officer entered into the Employment Agreement with

the Company for two years and received 20,000,000 RSUs that vest over the two year term of the Employment Agreement.

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-K

Item 9A. Controls and Procedures