Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023.

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______.

Commission File Number 000-56192

ELECTROMEDICAL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of
Incorporation)

5047
(Primary Standard Industrial
Classification Code Number)

82-2619815
(I.R.S. Employer
Identification No.)

16561 N. 92^nd Street, Ste. 101
Scottsdale, AZ	85260
(Address of principal executive offices)	(Zip Code)

888-880-7888

(Registrant’s telephone number, including area code)

Securities Registered pursuant to Section 12(g) of the Act


Title of Each Class	Trading Symbol(s)	Name of each Exchange on which Registered
Common Stock	EMED	None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation ST (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

On November 20, 2023, 463,115,311 shares of common stock were outstanding.

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TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION

Item 1.	UNAUDITED FINANCIAL STATEMENTS:	3

	BALANCE SHEETS AS OF SEPTEMBER 30, 2023 AND DECEMBER 31, 2022	3

	STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022	4

	STATEMENTS OF IN STOCKHOLDERS’ DEFICIT FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022	6

	STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022	7

	NOTES TO THE UNAUDITED FINANCIAL STATEMENTS	8

Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20

Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	24

Item 4.	CONTROLS AND PROCEDURES	25

PART II. OTHER INFORMATION		26

Item 1.	LEGAL PROCEEDINGS	26

Item 1A.	RISK FACTORS	26

Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	26

Item 3.	DEFAULTS UPON SENIOR SECURITIES	42

Item 4.	MINE SAFETY DISCLOSURE	42

Item 5.	OTHER INFORMATION	42

Item 6.	EXHIBITS	43

SIGNATURES		46

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ITEM 1. FINANCIAL STATEMENTS

ELECTROMEDICAL TECHNOLOGIES, INC.

BALANCE SHEETS

(UNAUDITED)


	September 30, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	138,477	$	368,425
Accounts receivable		9,200		9,444
Inventories		131,310		62,061
Prepaid expenses and other current assets		264,017		207,872
Total current assets		543,004		647,802
Right of use asset		160,694		—
Property and equipment, net		149,705		705,469
Total assets	$	853,403	$	1,353,271

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:
Accounts payable	$	277,714	$	266,744
Credit cards payable		27,130		37,633
Accrued expenses and other current liabilities		739,889		1,065,483
Customer deposits		130,100		217,588
Convertible promissory notes, net of discount of $0 and $375,865, respectively		1,393,601		1,304,909
Long term debt, current portion		—		31,818
Lease liability, current portion		46,788		—
Derivative liabilities- convertible promissory notes		475,613		—
Total current liabilities		3,090,835		2,924,175

Long-term liabilities:
Bank debt, net of current portion		—		489,707
Government debt, net of current portion		150,000		150,000
Lease liability, net of current portion		119,318		—
Other liabilities		9,174		10,234
Total liabilities		3,369,327		3,574,116

Commitments and contingencies (Note 10)		—		—

Stockholders’ deficit
Series A Preferred Stock, $.00001 par value, 1,000,000 shares authorized and outstanding		365,000		365,000
Series B Preferred Stock, $.00001 par value, 1 share authorized and 1 and 0 shares outstanding at September 30, 2023 and December 31, 2022, respectively		400,000		—
Common stock, $.00001 par value, 1,999,000,000 and 999,000,000 shares authorized; 471,495,856 and 189,784,529 shares outstanding at September 30, 2023 and December 31, 2022, respectively		4,713		1,896
Additional paid-in-capital		23,835,454		22,237,300
Accumulated deficit		(27,121,091)		(24,825,041)
Total stockholders’ deficit		(2,515,924)		(2,220,845)
Total liabilities and stockholders’ deficit	$	853,403	$	1,353,271

The accompanying notes are an integral part of these financial statements

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ELECTROMEDICAL TECHNOLOGIES, INC.

STATEMENTS OF OPERATIONS


	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER 30,
	2023		2022		2023		2022
Net sales	$	323,613	$	279,551	$	997,213	$	726,696

Cost of sales		72,437		58,008		222,652		170,984

Gross profit		251,176		221,543		774,561		555,712

Selling, general and administrative expenses		490,205		558,919		2,616,531		1,901,908

Loss from operations		(239,029)		(337,376)		(1,841,970)		(1,346,196)

Other income (expense)
Interest expense		(162,121)		(160,570)		(834,809)		(510,417)
Gain on sale of fixed asset		—		—		1,193,676		—
Change in fair value of derivative liabilities		63,069		—		(63,889)		—
Gain (loss) on derivative liabilities		11,361		—		(355,597)		—
Other expense		(50,000)		—		(390,000)		—
Loss on extinguishment of debt		—		(460,000)		—		(781,800)
Total other expense		(137,691)		(620,570)		(450,619)		(1,292,217)

Net loss	$	(376,720)	$	(957,946)	$	(2,292,589)	$	(2,638,413)
Deemed dividend related to warrant resets		—		(19,780)		(3,461)		(83,161)
Net loss attributable to common stockholders	$	(376,720)	$	(977,726)	$	(2,296,050)	$	(2,721,574)

Weighted average shares outstanding - basic and diluted		466,219,492		146,993,139		348,089,518		119,799,025
Weighted average loss per share - basic and diluted	$	(0.00)	$	(0.01)	$	(0.01)	$	(0.02)

The accompanying notes are an integral part of these financial statements

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ELECTROMEDICAL TECHNOLOGIES, INC.

STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022

(UNAUDITED)


											Total
	Preferred Stock			Common Stock			Paid in		Accumulated		Stockholders’
	Amount		Shares	Amount		Shares	Capital		Deficit		Deficit
Balance, December 31, 2021	$	355,000	500,000	$	876	87,725,842	$	20,804,333	$	(21,882,712)	$	(722,503)

Adoption of ASU2020-06		—	—		—	—		(1,013,414)		634,059		(379,355)

Shares issued for consulting services		—	—		106	10,600,000		356,794		—		356,900

Warrants issued in conjunction with convertible promissory notes		—	—		—	—		142,996		—		142,996

Warrants reset in conjunction with convertible promissory notes		—	—		—	—		63,381		(63,381)		—

Cashless warrant exercises		—	—		51	5,129,725		(51)		—		—

Issuance of common stock for cash		—	—		15	1,500,000		42,751		—		42,766

Stock-based compensation		—	—		—	—		4,703		—		4,703

Net loss		—	—		—	—		—		(1,144,536)		(1,144,536)

Balance, March 31, 2022	$	355,000	500,000	$	1,048	104,955,567	$	20,401,493	$	(22,456,570)	$	(1,699,029)

Shares issued for consulting services		—	—		30	3,000,000		44,970		—		45,000

Shares issued in conjunction with forbearance of convertible promissory notes		—	—		40	4,000,000		142,760		—		142,800

Convertible promissory notes payable settlement		—	—		267	26,734,801		668,103		—		668,370

Warrants issued in conjunction with debt extinguishment		—	—		—	—		65,000		—		65,000

Cashless warrant exercises		—	—		35	3,550,162		(35)		—		—

Net loss		—	—		—	—		—		(535,931)		(535,931)

Balance, June 30, 2022	$	355,000	500,000	$	1,420	142,240,530	$	21,322,291	$	(22,992,501)	$	(1,313,790)

Warrants issued in conjunction with convertible promissory notes		—	—		—	—		302,978		—		302,978

Warrants reset in conjunction with convertible promissory notes		—	—		—	—		19,780		(19,780)		—

Cashless warrant exercises		—	—		27	2,710,000		(27)		—		—

Convertible promissory note conversions		—	—		62	6,200,000		154,938		—		155,000

Shares issued for consulting services		—	—		68	6,800,000		67,932		—		68,000

Stock based compensation		10,000	500,000		—	—		—		—		10,000

Net loss		—	—		—	—		—		(957,946)		(957,946)

Balance, September 30, 2022	$	365,000	1,000,000	$	1,577	157,950,530	$	21,867,892	$	(23,970,227)	$	(1,735,758)

The accompanying notes are an integral part of these financial statements

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ELECTROMEDICAL TECHNOLOGIES, INC.

STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(UNAUDITED)


														Total
	Series A Preferred Stock			Series B Preferred Stock			Common Stock			Paid in		Accumulated		Stockholders’
	Amount		Shares	Amount		Shares	Amount		Shares	Capital		Deficit		Deficit
Balance, December 31, 2022	$	365,000	1,000,000	$	—	—	$	1,896	189,784,529	$	22,237,300	$	(24,825,041)	$	(2,220,845)

Shares issued for consulting services		—	—		—	—		350	35,000,000		314,650		—		315,000

Share issued as CEO compensation		—	—		400,000	1		—	—		—		—		400,000

Shares issued in conjunction with settlement reset		—	—		—	—		461	46,102,156		697,539		—		698,000

Cashless warrant exercises		—	—		—	—		180	18,000,000		(180)		—		—

Trigger warrants issued		—	—		—	—		—	—		160,000		—		160,000

Conversion of convertible promissory note		—	—		—	—		50	5,000,000		49,950		—		50,000

Settlement of stock -based compensation liabilities		—	—		—	—		30	3,000,000		20,970		—		21,000

Net loss		—	—		—	—		—	—		—		(456,063)		(456,063)

Balance, March 31, 2023	$	365,000	1,000,000	$	400,000	1	$	2,967	296,886,685	$	23,480,229	$	(25,281,104)	$	(1,032,908)

Conversion of convertible promissory notes		—	—		—	—		1,315	131,532,211		209,376		—		210,691

Conversion true-up		—	—		—	—		41	4,075,000		(41)		—		—

Warrant reset		—	—		—	—		—	—		3,461		(3,461)		—

Net loss		—	—		—	—		—	—		—		(1,459,806)		(1,459,806)

Balance, June 30, 2023	$	365,000	1,000,000	$	400,000	1	$	4,323	432,493,896	$	23,693,025	$	(26,744,371)	$	(2,282,023)

Conversion of convertible promissory notes payable		—	—		—	—		390	39,001,960		38,953		—		39,343

Valuation of trigger warrants		—	—		—	—		—	—		103,476		—		103,476

Net loss		—	—		—	—		—	—		—		(376,720)		(376,720)

Balance, September 30, 2023	$	365,000	1,000,000	$	400,000	1	$	4,713	471,495,856	$	23,835,454	$	(27,121,091)	$	(2,515,924)

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ELECTROMEDICAL TECHNOLOGIES, INC.

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30,

(UNAUDITED)


	2023		2022
Cash flows from operating activities:
Net loss	$	(2,292,589)	$	(2,638,413)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		715,000		484,603
Depreciation and amortization		4,557		16,406
Amortization of right of use asset		5,412		—
(Gain)loss on extinguishment of debt		—		781,800
Amortization of debt discount and warrant expense		639,341		367,257
Change in fair value of derivative liabilities		63,889		—
Loss on derivatives		355,597		—
Gain on sale of fixed assets		(1,193,676)		—
Other		876		—
Change in operating assets and liabilities:
Accounts receivable		244		18,404
Inventories		(69,249)		100,960
Prepaid expenses and other current assets		(56,145)		(63,192)
Accounts payable		10,970		62,300
Credit cards payable		(10,503)		31,748
Accrued expenses and other current liabilities		547,319		70,171
Customer deposits		(87,488)		25,840
Other liabilities		—		1,878
Net cash used in operating activities		(1,366,445)		(740,238)

Cash flows from investing activities:
Purchase of property and equipment		(149,705)		—
Sale of property and equipment		1,894,588		—
Net cash provided by investing activities		1,744,883		—
Cash flows from financing activities:
Repayments on bank debt		(522,401)		(20,700)
Related party notes payable-net		—		(57,875)
Issuance of convertible promissory notes		—		1,545,140
Repayments on convertible promissory notes		(85,985)		(693,348)
Issuance of common stock for cash -net		—		42,766
Net cash (used in) provided by financing activities		(608,386)		815,983
Net increase (decrease) in cash and cash equivalents		(229,948)		75,745

Cash and cash equivalents, beginning of period		368,425		383,170

Cash and cash equivalents, end of period	$	138,477	$	458,915

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	36,901	$	89,079
Income taxes	$	—	$	—

Non-cash investing and financing activities:

January 1,2022 adoption of ASU 2020-06	$	—	$	379,355
Warrants and common stock feature issued in conjunction with convertible promissory notes	$	—	$	653,774
Settlement of stock-based compensation liabilities	$	719,000	$	—
Conversion of convertible promissory notes, derivatives and accrued interest into shares of common stock	$	300,034	$	823,370
Right of use asset and lease liability	$	164,408	$	—

The accompanying notes are an integral part of these financial statements

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ELECTROMEDICAL TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1.ORGANIZATION AND NATURE OF BUSINESS

ElectroMedical Technologies, LLC (“the Company”), was formed in November 2010 as an Arizona limited liability company. In August 2017, the Company converted to a Delaware C Corporation under Electromedical Technologies, Inc. The Company is a bioelectronic engineering company with medical device certifications in the United States (FDA) and Mexico (Cofepris). The Company engineers simple-to-use portable bioelectronics devices, which provide fast and long -lasting pain relief across a broad range of ailments.

NOTE 2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

The accompanying unaudited financial statements of Electromedical Technologies, Inc. have been prepared in accordance with Accounting Principles Generally Accepted in the United States of America (“GAAP”) for interim financial information and in accordance with Rule 8-03 of Regulation S-X. Certain information and disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation, have been included. These interim financial statements should be read in conjunction with the audited annual financial statements of the Company as of and for the year ended December 31, 2022. The results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the full year.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, certain disclosures at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates affecting the financial statements have been prepared on the basis of the most current and best available information. However, actual results from the resolution of such estimates and assumptions may vary from those used in the preparation of the financial statements.

Going Concern

Since inception, the Company has incurred approximately $23.4 million of accumulated net losses. In addition, during the nine months ended September 30, 2023, the Company used $1,366,445 in operations and had a working capital deficit of $2,547,831. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company expects to obtain funding through additional debt and equity placement offerings until it consistently achieves positive cash flows from operations. If the Company is unable to obtain additional funding, it may not be able to meet all of its obligations as they come due for the next twelve months. The continuing viability of the entity and its ability to continue as a going concern is dependent upon the entity being successful in its continuing efforts in growing its revenue base and/or accessing additional sources of capital, and/or selling assets.

As a result, there is significant uncertainty whether the entity will continue as a going concern and, therefore, whether it will realize its assets and settle its liabilities and commitments in the normal course of business and at the amounts stated in the financial statements.

Accordingly, no adjustments have been made to the financial statements relating to the recoverability and classification of the asset carrying amounts or the amount and classification of liabilities that might be necessary should the entity not continue as a going concern. At this time, management is of the opinion that no asset is likely to be realized for an amount less than the amount at which it is recorded in the financial statements as at September 30, 2023.

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Revenue Recognition

Revenues are recognized in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, when performance obligations are satisfied through the transfer of promised goods to the Company’s customers. Control transfers upon shipment of product and when the title has been passed to the customers. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance. Revenue is recorded net of sales taxes collected from customers on behalf of taxing authorities, allowance for estimated returns, chargebacks, and markdowns based upon management’s estimates and the Company’s historical experience. The Company’s liability for sales return refunds is recognized within other current liabilities, and an asset for the value of inventory which is expected to be returned is recognized within other current assets on the balance sheets. The Company generally allows a 30 day right of return to its customers. As of both September 30, 2023 and December 31, 2022 the sales returns allowance was $6,990.

Certain larger customers pay in advance for future shipments. These advance payments totaled $130,100 and $217,588 at September 30, 2023 and December 31, 2022, respectively, and are recorded as customer deposits in the accompanying balance sheets. Revenue related to these advance payments is recognized upon shipment to the distributor or the end-customer.

At the completion of the initial three-year warranty, the Company sells extended warranties for periods ranging from one to three years. Revenue is recognized on a straight-line basis over the term of the contract. At September 30, 2023 and December 31, 2022, deferred revenue of $21,428 and $23,313 is recorded, respectively, in current and long-term liabilities in the accompanying balance sheets, in connection with these extended warranties.

Financial Instruments and Concentrations of Business and Credit Risk

The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in these accounts and believes it is not exposed to any significant credit risk.

The Company’s accounts receivable, which are unsecured, expose the Company to credit risks such as collectability and business risks such as customer concentrations. The Company mitigates credit risk by investigating the creditworthiness of all customers prior to establishing relationships with them, performing periodic review of the credit activities of those customers during the course of the business relationship, regularly analyzing the collectability of accounts receivables, and recording allowances for doubtful accounts when these receivables become uncollectible. The Company mitigates business risks by attempting to diversify its customer base.

Significant customer sales as a percentage of total sales are as follows:


	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER30,
	2023		2022		2023		2022
Customer A	23.7	%	26.1	%	19.9	%	22.0	%
Customer B	12.9	%	13.7	%	11.3	%	15.2	%

Amounts due these customers totaled $12,542 and $13,342 at September 30, 2023 and December 31, 2022, respectively for commissions and reimbursements. No amounts were due from these customers at September 30, 2023 and December 31, 2022, respectively. Customer deposits on hand from these customers totaled $60,100 and $73,385 at September 30, 2023 and December 31, 2022, respectively. The loss of these customers would have a significant impact on the operations and cash flows of the Company.

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The Company’s supplier concentrations expose the Company to business risks, which the Company mitigates by attempting to diversify its supply chain. Significant supplier purchases as a percentage of total inventory purchases are as follows:


	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER 30,
	2023		2022		2023		2022
Supplier A	40.2	%	—		24.7	%	45.8	%
Supplier B	—		20.3	%	—		15.0	%
Supplier C	—		64.2	%	—		23.8	%
Supplier D	—		—		67.5	%	—
Supplier E	16.1	%	—		—		—
Supplier F	43.8	%	—		—		—

There were no amounts outstanding due these suppliers at September 30, 2023 and December 31, 2022. The loss of key vendors may have a significant impact on the operations and cash flows of the Company.

The estimated fair value of financial instruments has been determined using available market information and appropriate valuation methodologies. However, considerable judgment is often required to interpret market data used to develop the estimates of fair value. Accordingly, the estimates presented may not be indicative of the amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies could have a material effect on the estimated fair value amounts.

Disclosure of Fair Value

The disclosure requirements within Accounting Standards Codification (ASC) Topic 820-10, Fair Value Measurement, require disclosure of estimated fair values of certain financial instruments. For financial instruments recognized at fair value in the Company’s statements of operations, the disclosure requirements of ASC Topic 820-10 also apply. The methods and assumptions are set forth below:

●

Cash and cash equivalents are carried at cost, which approximates fair value.

●

The carrying amounts of receivables approximate fair value due to their short-term maturities.

●

The carrying amounts of payables approximate fair value due to their short-term maturities.

●

Derivative liabilities are adjusted to fair value utilizing the Lattice method

Asset and liabilities measured and reported at fair value are classified and disclosed in one of the following categories based on inputs:

Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date

Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability

Level 3 — Pricing inputs include significant unobservable inputs used in determining the fair value of investments. The types of investments, which would generally be included in this category include equity securities issued by private entities.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given investment is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.

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The Company’s convertible promissory notes contain variable conversion provisions upon default, Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion options and shares to be issued were recorded as derivative liabilities on the default dates. In addition, the amount of $390,000 in default penalties has been accrued for the nine months ended September 30, 2023, and included as an input to the fair value measurement of the derivatives.

The following table presents changes during the nine months ended September 30, 2023 in Level 3 liabilities measured at fair value on a recurring basis:


Fair value- December 31, 2022	$	—
Derivative liabilities in conjunction with convertible promissory note defaults		491,846
Conversion of convertible promissory notes		(80,122)
Change in fair value of derivative liabilities		63,889
Fair value- September 30, 2023	$	475,613

The levels of the fair value hierarchy into which the Company’s assets and liabilities fall as of September 30, 2023, are as follows:


	Level 1		Level 2		Level 3		Total
Liabilities

Derivative liabilities – convertible promissory notes	$	—	$	—	$	475,613	$	475,613

Total fair value	$	—	$	—	$	475,613	$	475,613

Inventories

Inventories are stated at the lower of cost or market. Cost is determined based on the first-in, first-out cost flow assumption (“FIFO”) while market is determined based upon the estimated net realizable value less an allowance for selling and distribution expenses and a normal gross profit. The Company evaluates the need for inventory reserves associated with obsolete, slow moving, and non-sellable inventory by reviewing estimated net realizable values on a periodic basis. As of September 30, 2023 and December 31, 2022, the Company believes there are no excess and obsolete inventories and accordingly, did not record an inventory reserve. Inventories consist of purchased finished goods.

Sales Taxes

Sales taxes for the three and nine -month periods ended September 30, 2023 and 2022, were recorded on a net basis. Included in accrued expenses at both September 30, 2023 and December 31, 2022 is approximately $61,000 related to sales taxes.

Warranty

The Company warranties the sale of most of its products and records an accrual for estimated future claims. The standard warranty is typically for a period of three years. Such accruals are based upon historical experience and management’s estimate of the level of future claims. The Company recorded a liability as of September 30, 2023 and December 31,2022 of $16,367 and $12,679, respectively. The expense is included in cost of sales in the statements of operations and within accrued expenses on the accompanying balance sheets.

Lease Commitment

The Company determines if an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys to the Company the right to control the use of an explicitly or implicitly identified fixed asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed to the Company if the Company obtains the rights to direct the use of and to obtain substantially all of the economic benefits from using the underlying asset. Lease expense for variable lease components are recognized when the obligation is probable. Operating lease right of use (“ROU”) assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease payments are recognized as lease expense on a straight-line basis over the lease term. ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As an implicit interest rate is not

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readily determinable in the Company’s lease, the incremental borrowing rate is used based on the information available at commencement date in determining the present value of lease payments.

The lease term for the Company’s lease includes the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. The Option for the lease renewal has been excluded from the lease term (and lease liability) for the Company’s lease as the reasonably certain threshold is not met.

Lease payments included in the measurement of the lease liability are comprised of fixed payments, variable payments that depend on index or rate, and amounts probable to be payable under the exercise of the Company option to purchase the underlying asset if reasonably certain.

Variable lease payments not dependent on a rate or index associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed as probable. Variable lease payments are presented as operating expenses in the Company’s statement of operations in the same line as expense arising from fixed lease payments. As of September 30, 2023, management determined that there were no variable lease costs.

Net Loss per Share

Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the actual weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive. As all potentially dilutive securities are anti-dilutive as of September 30, 2023 and December 31, 2022, diluted net loss per share is the same as basic net loss per share for each period.

Conversion of outstanding warrants, stock options and convertible promissory notes at September 30, 2023 may result in an estimated 2,218,267,621 additional shares of common stock outstanding.

COVID-19

On January 30, 2020, the World Health Organization declared the COVID-19 outbreak a “Public Health Emergency of International Concern” and on March 11, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the COVID-19 include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. COVID-19, and actions taken to mitigate it, have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditions will last and what the complete financial effect will be to the company, COVID-19 has had an adverse effect on our business, including our supply chains and distribution systems. While we are taking diligent steps to mitigate disruptions to our supply chain, we are unable to predict the extent or nature of these impacts at this time to our future financial condition and results of operations.

Recently Issued Accounting Pronouncements

Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.

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NOTE 3.PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of:


	September 30,		December 31,
	2023		2022
Building	$	—	$	875,000
Tooling		149,705		—
Furniture and equipment		24,987		24,987
		174,692		899,987
Less: accumulated depreciation and amortization		(24,987)		(194,518)
	$	149,705	$	705,469

On March 15, 2023, the Company entered into an agreement to sell the building of its principal offices at a purchase price of $2 million and net proceeds of $1,363,818, upon repayment in full of the Company’s bank debt. The sale resulted in a realized gain of $1,193,676, which has been recorded as other income on the accompanying statement of operations.

Depreciation and amortization expense related to property and equipment was $0 and $5,469 for the three months ended September 30,2023 and 2022, respectively. Depreciation and amortization expense related to property and equipment was $4,557 and $16,406 for the nine months ended September 30,2023 and 2022, respectively. Depreciation and amortization are included in selling, general and administrative expenses on the accompanying statements of operations.

NOTE 4.NOTES PAYABLE

Convertible Promissory Notes

The aggregate of convertible promissory notes is as follows:


	September 30,		December 31,
Convertible promissory notes	2023		2022
Principal balance	$	1,393,601	$	1,680,774
Debt discount balance		—		(375,865)
Net Notes balance	$	1,393,601	$	1,304,909

The Net Notes balance at September 30, 2023 is comprised of the following:


	Principal		Debt Discount		Net
Pre 2020	$	50,000	$	—	$	50,000
October 2021		73,336		—		73,336
February 2022		44,882		—		44,882
March 2022		305,500		—		305,500
August 2022		105,500		—		105,500
September 2022		814,383		—		814,383
	$	1,393,601	$	—	$	1,393,601

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The Net Notes balance at December 31, 2022 is comprised of the following:


	Principal		Debt Discount		Net
Pre 2020	$	50,000	$	—	$	50,000
October 2021		73,336		—		73,336
February 2022		91,953		(7,721)		84,232
March 2022		307,500		(29,510)		277,990
July 2022		85,985		(9,443)		76,542
August 2022		176,000		(51,405)		124,595
September 2022		896,000		(277,786)		618,214
	$	1,680,774	$	(375,865)	$	1,304,909

The Company is currently in default with one its lenders for non-payment of two matured convertible promissory notes issued on October 13, 2021, and February 11, 2022, with principal and interest due in the amounts of $84,636 and $49,752 respectively. Further, and as a result of the Company’s sale of its real property on March 15, 2023, the Company is in default with its convertible promissory note issued to the same lender on September 15, 2022, with principal and interest due totaling $854,304. The convertible promissory notes issued to the lender all contain provisions for default amounts equal to the principal amounts, plus accrued interest, and default interest, through the date of repayment, multiplied by 125% as well as terms that could impact the conversion price of the instruments (see Note 10).

Separately, the Company is in default of two matured convertible promissory notes including defaults resulting from the Company’s sale of its real property on March 15, 2023, issued to two lenders on March 10, 2022, and August 8, 2022, with principal and interest due in the amounts of $317,562 and $133,717, respectively. The convertible notes included a cross-default and a cross-default, provision which required the Company to remit payment of principal, accrued interest, default interest and legal fees, multiplied by 125% and 150%, respectively.

As of the date of this filing, lenders have notified the Company that, because of the respective defaults or cross defaults of a matured note resulting from the sale of its real property, that default amounts under the notes, including the payment of principal, accrued interest, default interest and legal fees, multiplied by 125% - 150% are being sought. The amount of $390,000 in default penalties has been accrued and recorded as other expense in the statement of operations for the nine months ended September 30, 2023, for all three lenders. The Company is in negotiations with all lenders to reform the various notes in default. During the nine months ended September 30, 2023, the note holders have applied default conversion rates to outstanding principal, interest, and default amounts under the notes. The Company has accrued all default interest under the respective notes.

During the nine months ended September 30, 2023, holders of convertible promissory notes converted $201,188 of principal and $154,974 of interest and fees into 175,543,171 of common stock at prices ranging from $0.00102 to $0.01 per share.

During the year ended December 31, 2022, the subsequent issuance of convertible promissory notes with warrant exercises and stock issuances triggered a conversion price reset on certain convertible promissory notes to $0.01 per share. Retroactive issuance of 3,700,000 shares were issued in May 2023 in conjunction with certain 2022 conversions at $0.015 per share.

NOTE 5.LONG-TERM DEBT

Government Debt

In June 2020, the Company received a $150,000 economic injury disaster loan (“EIDL”). The loan accrues interest at a rate of 3.75% annually and is collateralized by all personal property and intangible assets of the Company. The loan has a 30-month moratorium on payments, after which monthly principal and interest payments of $731 will be made through the maturity date of June 2050. Interest expense totaled $1,418 and $1,462 for the three months ended September 30, 2023 and 2022, respectively. Interest expense totaled $4,207 and $4,385 for the nine months ended September 30, 2023 and 2022, respectively.

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Bank Debt

In September 2015, the Company entered into a credit agreement for a $700,000 term loan with a financial institution. Payment terms consist of monthly payments in arrears of $3,547 for the first year outstanding. The monthly payment then increases to $4,574 until the term loan matures on September 30, 2025, in which the remaining unpaid principal balance and accrued interest is due. The interest rate for the first year was 1.99% per annum and increased to 4.95% per annum for the remaining life of the term loan. The term loan is collateralized by a deed of trust in the office building. The proceeds were used to purchase a building for which the Company’s operations are located. The net principal balance outstanding on the term loan at September 30, 2023 and December 31, 2022 was $0 and $551,525, respectively.

On March 15, 2023, the Company entered into an agreement to sell the building of its principal offices at a purchase price of $2 million and net proceeds of $1,363,818, upon repayment in full of the Company’s bank debt. Principal and interest totaling $524,585 were paid in conjunction with the sale. Interest expense totaled $0 and $6,728 for the three months ended September 30,2023 and 2022, respectively. Interest expense totaled $12,802 and $20,224 for the nine months ended September 30, 2023 and 2022, respectively.

NOTE 6.DERIVATIVE LIABILITIES

Based on the various convertible promissory notes described in Note 4, the fair value of applicable derivative liabilities on notes and the change in fair value of derivative liabilities are as follows for the nine months ended September 30, 2023:


Fair value- December 31, 2022	$	—
Derivative liabilities in conjunction with convertible promissory note defaults		491,846
Conversion of convertible promissory notes		(80,122)
Change in fair value of derivative liabilities		63,889
Fair value- September 30, 2023	$	475,613

The fair value of the derivative liabilities – convertible promissory notes is estimated using a Lattice pricing model with the following assumptions:


	2023
Market value of common stock		$0.0007-$0.005
Expected volatility		99.5-145.6	%
Expected term (in years)		0.5-1.0
Risk-free interest rate		4.37-5.23	%

NOTE 7.RELATED PARTY TRANSACTIONS

In January 2023, the Company issued one share of Series B Preferred stock to the Company’s CEO. Compensation expense of $400,000 has been recorded as selling, general and administrative expense in the accompanying statement of operations. The fair value of the Series B Preferred stock was calculated in accordance with fair value defined by the Financial Accounting Standards Board (“FASB”) in ASC 820 – Fair Value Measurements and Disclosures (“ASC 820”) based on the market approach.

The Company paid the Company’s CEO a bonus of $10,000 and $91,099 during the nine months ended September 30,2023 and 2022, respectively. Effective July 15, 2023, the Company’s board of directors executed a resolution whereby the CEO’s salary shall be reduced from $365,000 to $265,000 per year, with unpaid sums being accrued on the books of the Company and subject to an option in favor of the CEO to elect to convert the unpaid sums into shares of Company common stock. Accrued salary totaling $14,154 has been recorded as of September 30, 2023 and may be converted at any time into shares of the Company’s common stock at a discount of 10% of the market value on the date of conversion.

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In June 2023, the Company entered into a licensing agreement with the Company’s CEO, whereby the CEO is the owner and licensor of certain intellectual property (IP). Under the agreement, the CEO grants the Company an exclusive contingent, non-transferable license to use the IP Rights solely for the purposes of conducting its business in bioelectronics product development, manufacturing, and marketing. In the event the CEO’s employment with the Company is terminated for any reason, this license shall revert all IP rights to the CEO, and the CEO grants the Company a non-exclusive license to use the IP and shall pay a royalty fee of 8% of net sales derived from the use of the IP Rights.

In February 2023, the Company entered into a one-year consulting agreement under the Company’s Employee and Consultant Stock Ownership Plan, with an advisor and director in exchange for compensation of 35 million shares of common stock at a basis of $0.01 per share. The value of the compensation totaling $315,000 has been recorded in selling, general and administrative expenses in the Company’s statement of operations. The fair market value of the shares was determined based on the Company’s closing price on the date of issuance. The agreement includes a registration requirement.

Compensation totaling $5,000 per month has been recorded for both the above advisor and an employee as board of director fees for the nine months ended September 30, 2023. There were no fees for the nine months ended September 30, 2022. See Note 11. On July 1, 2023, the advisor resigned from the board.

NOTE 8.STOCKHOLDERS’ DEFICIT

In January 2023, the Company issued one share of Series B Preferred stock to the Company’s CEO. See Note 7.

In January 2023, the Company issued 3,000,000 shares of common stock granted and accrued at December 31, 2022 under the Company’s Employee and Consultant Stock Ownership Plan.

In January 2023, the Company’s board of directors approved a resolution to amend the Company’s Certificate of Incorporation to increase the Company’s authorized common shares from 999,000,000 to 1,999,000,000.

In February 2023, 2,000,000 shares to be issued in conjunction with anti-dilution provisions of a third -party consulting agreement were settled for a cash payment totaling $12,000.

In February 2023, the Company issued 46,102,156 shares of common stock as part of the June 2022 convertible notes payable settlement.

In March 2023, the Company issued 18,000,000 shares of common stock in conjunction with the cashless exercise of 24,000,000 warrants by convertible note holders.

On May 8, 2023, the Company issued 4,075,000 shares related to reset adjustments of prior warrant and convertible note payable conversions. See Notes 4 and Note 9.

Trigger warrants to purchase a total of 173,000,000 shares of common stock, became exercisable during the nine months ended September 30, 2023, as the convertible promissory notes were not paid in full at the maturity dates. See Note 9.

NOTE 9.STOCK OPTIONS AND WARRANTS

Stock Options

In 2017, the Company’s Board of Directors approved the 2017 Employee and Consultant Stock Ownership Plan, (the “Plan”). The Plan provides that the Board of Directors may grant stock units, incentive stock options and non-statutory stock options to officers, key employees and certain consultants and advisors to the Company up to a maximum of 50,000,000 shares. Stock options granted under

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the Plan have ten-year terms with vesting terms to be determined by the administrator of the Plan. Stock unit grant terms will be set by the administrator and at the discretion of the administrator, be settled in cash, shares, or a combination of both. All options have expired.

No options were granted during the nine months ended September 30, 2023.

Warrants

During the nine months ended September 30, 2023, warrants to purchase 173,000,000 shares of the Company’s common stock in conjunction with previously issued convertible promissory notes were triggered. The warrants entitle the holders to each purchase the shares of the Company’s common stock at an exercise price of $0.01-$0.025 per share.

The warrants qualified for equity accounting as the warrants did not fall within the scope of ASC Topic 480, Distinguishing Liabilities from Equity. The warrants were measured at fair value at the trigger dates and classified as equity.

The underlying notes matured prior to the trigger dates. The Company valued the warrants using Black Scholes Merton and Monte Carlo pricing models and recorded the warrants as interest expense in the accompanying statement of operations. The following table summarizes the assumptions used in the valuation model to determine the fair value of the warrants:


Fair Value of Common Share	$	0.006-0.009
Exercise Price	$	0.00102-0.025
Risk Free Rate		3.92-4.94	%
Expected Life (Yrs.)		5.0
Volatility		130.0-145.3	%

The fair value of the warrants of $263,476 has been recorded as interest expense.

The following table summarizes the information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable at September 30, 2023:


Date Issued	Exercise Price		Number Outstanding	Expiration Date
December 1, 2018	$	0.00102	170,898		December 1, 2023
May 1, 2020	$	0.52	100,000		May 1, 2025
October 1, 2021	$	0.025	9,000,000		October 1, 2026
October 17, 2021	$	0.025	450,000		October 17, 2024
August 10, 2022, 2022	$	0.00102	3,336,843		August 10, 2027
September 29, 2022, 2022	$	0.00102	2,780,690		September 29,2027
February 11, 2023	$	0.00102	500,000		February 11, 2028
March 10, 2023	$	0.00102	12,500,000		March 10, 2028
September 15, 2023	$	0.00102	148,000,000		September 15, 2026
			176,838,431

The following table summarizes the information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable at December 31, 2022:


Date Issued	Exercise Price		Number Outstanding	Expiration Date
December 1, 2018	$	0.01	170,000		December 1, 2023
May 1, 2020	$	0.52	100,000		May 1, 2025
October 1, 2021	$	0.025	9,000,000		October 1, 2026
October 17, 2021	$	0.01	450,000		October 17, 2024
August 10, 2022	$	0.01	3,336,843		August 10, 2027
September 15, 2022	$	0.01	12,000,000		September 15, 2025
September 29, 2022	$	0.01	2,780,690		September 29, 2027
			27,837,533

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During the nine months ended September 30, 2023, the subsequent convertible promissory note conversions triggered the warrant reset feature on certain previously issued warrants. The resets for all outstanding warrants were recorded as a reduction to retained earnings and in an increase to additional paid-in-capital of $3,461.

NOTE 10.COMMITMENTS AND CONTINGENCIES

Commitments

The Company has entered into a product development agreement with remaining payments totaling approximately $300,000. The agreement requires that approximately $150,000 of the payments be made in conjunction with certain development milestones which the Company expects to meet over the next twelve months. The remainder is to be paid in conjunction with future new product sales.

In September 2023, the Company entered into an operating lease for its office location. The lease provides for a base rent of $5,280 per month through September 30, 2026. The lease may be renewed for one three-year period. At inception of the lease, the Company recorded a right of use asset and liability. The Company used an effective borrowing rate of 12.4% within the calculation. Rent expense totaled $5,412 under the current lease during the nine months ended September 30, 2023.

Contingencies

The Company is subject to various loss contingencies and assessments arising in the normal course of the business, some of which relate to litigation, claims, property taxes, and sales and use tax or goods and services tax assessments. The Company considers the likelihood of the loss or the incurrence of a liability, as well as its ability to reasonably estimate the amount of loss in determining loss contingencies and assessments. An estimated loss contingency or assessment is accrued when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Management regularly evaluates current information available to them to determine whether such accruals should be adjusted. Currently, there are no pending court actions, or arbitration claims filed against the company that may reasonably be determined, as of the date of this filing, to exceed $5,000 individually or in the aggregate.

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There are unasserted claims between the company and three of the Company’s lenders that could possibly exceed $5,000. As of the date of this filing, noteholders notified the Company that, because of the respective defaults or cross defaults of a matured note resulting from the sale of its real property, the default amounts under the notes, including the payment of principal, accrued interest, default interest, and legal fees, multiplied by 125%-150% is being sought. The amount of $390,000 in default penalties has been accrued and recorded as other expense in the statement of operations for the three months ended September 30, 2023, for all holders, During the nine months ended September 30, 2023, the note holders have applied default conversion rates to outstanding principal, interest, and default amounts under the notes. The Company has accrued all default interest under the respective notes. The Company is in negotiations with all noteholders to reform the various notes in default. With respect to the unasserted claims by and between the Company and the noteholders, the ongoing negotiations of the parties are informal, private, confidential and, as of the date of this filing, are incomplete and unresolved. Thus, it is difficult as of the date of this filing to establish whether or not any legal actions arising from these unasserted claims are “probable,” “reasonably possible,” or “remote,” or what remedies may be sought in any action, and whether or not those remedies are material under FAS 5. No noteholder has communicated to the Company that legal action exists or is imminent. No court has jurisdiction over the matters because, as of the date of this filing, no lender has filed an action in any court of competent jurisdiction or any arbitration proceeding.

Based on the information presently available, including discussion with outside counsel and other consultants, management believes, as of the date of this filing, that resolution of any other matters will not have a material adverse effect on its business, results of operations, financial condition, or cash flows.

NOTE 11.SUBSEQUENT EVENTS

The Company has evaluated subsequent events that have occurred through the date of this filing and determined that there were no subsequent events or transactions that required recognition or disclosure in the financial statements, except as disclosed below.

In October 2023, a shareholder cancelled 8,380,546 shares for no consideration.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The statements contained in this report that are not statements of historical fact, including without limitation, statements containing the words “believes,” “expects,” “anticipates” and similar words, constitute forward-looking statements that are subject to a number of risks and uncertainties. From time to time we may make other forward-looking statements. Investors are cautioned that such forward-looking statements are subject to an inherent risk that actual results may materially differ as a result of many factors, including the risks discussed from time to time in this report, including the risks described under “Risk Factors” in any filings we have made with the SEC.

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, certain disclosures at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates affecting the financial statements have been prepared on the basis of the most current and best available information. However, actual results from the resolution of such estimates and assumptions may vary from those used in the preparation of the financial statements.

Background

The Company was formed in Nevada in August 30, 2002 as IntelSource Group, Inc. and began operations in 2003. In 2007, IntelSource Group, Inc. merged with ElectroMedical Technologies, LLC. The Company began acting as Electro Medical Technologies, LLC, an Arizona limited liability company on November 9, 2010 after the merger with ElectroMedical Technologies, LLC, a Nevada Company. The Company converted to a corporation in the State of Delaware on August 23, 2017.

Electromedical Technologies is a bioelectronics manufacturing and marketing company. We offer U.S. Food and Drug Administration (FDA) cleared medical devices for pain management.

Bioelectronics is a developing field of “electronic” medicine, which uses electrical impulses over the body’s neural circuitry to try to alleviate pain, without drugs. The human body is controlled by electrical signals sent through the nervous system, which can become distorted after accidents or as a result of disease. The field of bioelectronic medicine aims to safely correct irregularities in the nervous system by modifying the electrical language of the body related to pain relief.

Our mission is to improve global wellness for people suffering from various painful conditions by relieving chronic and acute pain using energy, frequency and vibration as an alternative to pharmaceuticals; and one day, read and modifies electrical signals passing along nerves in the body, to restore long-term health.

Additionally, we have a corporate goal to offer the public effective alternatives to addictive pain -relieving drugs, such as opioids. According to the Society of Actuaries, opioid overdose deaths are now the single largest factor slowing the growth in U.S. life expectancy and has led to stagnation or decreases in life expectancy three years in a row for the first time since 1915–1918, when the country was facing World War I and the Spanish flu pandemic. The U.S. Centers of Disease Control and Prevention (CDC) has reported that, from 1999 through 2017, nearly 400,000 have died from overdoses from prescription or illicit opioids. It is our aim to offer effective alternatives to pain management.

Results of Operations

Overview and Financial Condition

Going Concern

Since inception, the Company has incurred approximately $23.4 million of accumulated net losses. In addition, during the nine months ended September 30, 2023, the Company used $1,366,445 in operations and had a working capital deficit of $2,547,831. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company expects to obtain funding through additional debt and equity placement offerings until it consistently achieves positive cash flows from operations. If the Company is unable to obtain additional funding, it may not be able to meet all its obligations as they come due for the next twelve months. The continuing viability of the entity and its ability to continue as a going concern is dependent upon the entity being successful in its continuing efforts in growing its revenue base and/or accessing additional sources of capital, and/or selling assets.

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While priority is on generating cash from operations through the sale of the Company’s products, management is also seeking to raise additional working capital through various financing sources, including the sale of the Company’s equity and/or debt securities, which may not be available on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to continue our business as desired and our operating results will be adversely affected. In addition, any financing arrangement may have potentially adverse effects on us and/or our shareholders. Debt financing (if available and undertaken) will increase expenses, must be repaid regardless of operating results and may involve restrictions limiting our operating flexibility. If we issue equity securities to raise additional funds, the percentage ownership of our existing shareholders will be reduced and the new equity securities may have rights, preferences or privileges senior to those of the current holders of our shares of Common Stock.

The following table sets forth the unaudited results of our operations for the three months ended September 30,


	2023		2022
Net Sales	$	323,613	$	279,551
Cost of goods sold		72,437		58,008
Gross profit		251,176		221,543
Operating Expenses		490,205		558,919

Loss from operations		(239,029)		(337,376)
Other expense		(137,691)		(620,570)
Net Loss	$	(376,720)	$	(957,946)

Operating Results

July 1,2023 through September 30,2023 Compared to July 1, 2022 through September 30, 2022

Our sales totaled $323,613 for the three months ended September 30,2023 and $279,551 for the three months ended September 30, 2022, an increase of $44,062 or 16% The increase is primarily related to an increase in units sold, as well as an increase in average selling price.

Cost of sales and gross margins for the three months ended September 30,2023and for the three months ended September30,2022 were $72,437 and 78% and $58,008 and 79%, respectively. Our cost of sales consists of the cost of materials and distribution expenses. Cost of sales and gross margins are affected by product mix as well as the mix in the level of sales between commissioned agents and distributors.

The following table sets forth the operating expenses for the three months ended September 30:


	2023		2022		Change
Marketing	$	825	$	19,221	$	(18,396)
Commissions		31,300		56,020		(24,720)
Payroll related		226,142		229,748		(3,606)
Consulting and professional fees		115,535		159,676		(44,141)
Research and development		—		15,000		(15,000)
Other operating expenses		116,403		79,254		37,149
	$	490,205	$	558,919	$	(68,714)

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The following table sets forth the stock- based compensation expense included in the above operating expenses for the three months ended September 30:


	2023		2022		Change
Marketing		—		8,000		(8,000)
Payroll related		—		10,000		(10,000)
Consulting and professional fees		—		35,000		(35,000)
	$	—	$	53,000	$	(53,000)

Selling, general and administrative expenses consist primarily of payroll related expenses, commissions, consulting and professional fees, sales and marketing, research and development and other operating expenses. Selling, general and administrative expenses totaled $490,205 for the three months ended September 30,2023 and $558,919 for the three months ended September 30,2022 a decrease of $68,714 or about 12%. The change is primarily due to a decrease in consulting and professional fees of $44,141, commissions of $24,720, marketing costs of $18,396 and in research and development costs of $15,000, partially offset by an increase in other operating expenses of $37,149.

The increase in other operating expenses consists primarily of rent expense and moving costs subsequent to the sale of the building.

The decrease in research and development costs relates to advancement towards the development of tooling and production phase of the Company’s new product line. The decrease in commissions relates to the reduction in sales requiring commission. The decrease in marketing expenses reflects a trade show in July 2022, that was not attended in July 2023.

The decrease in consulting and professional fees is primarily the result of stock-based compensation of $35,000 in the 2022 period recorded in conjunction with shares issued for investor relations and financial advisory services, and decreased consulting and professional fees related to costs associated with operating as a public company.

Other expense decreased by $482,879 primarily due to the $460,000 loss on extinguishment of debt in the 2022 period and the decrease in the fair market value of derivative liabilities of $63,069, partially offset by accrued penalties of $50,000 related to convertible notes payable in default. The loss on extinguishment of debt of $460,000 is the result of additional shares to issued in conjunction with previously settled convertible notes payable and a consulting agreement. for convertible notes payable in default,

As a result of the foregoing, we recorded a net loss of $376,720 for the three months ended September30, 2023, compared to a net loss of $957,946 for the three months ended September 30, 2022. The decrease in net loss is primarily attributed to decreased loss from operations, and the absence of the loss on extinguishment of debt in the 2023 period.

The following table sets forth the unaudited results of our operations for the nine months ended September 30:


	2023		2022
Net Sales	$	997,213		726,696
Cost of goods sold:		222,652		170,984
Gross profit		774,561		555,712
Operating Expenses		2,616,531		1,901,908

Loss from operations		(1,841,970)		(1,346,196)
Other expense		(450,619)		(1,292,217)
Net Loss	$	(2,292,589)		(2,638,413)

January 1,2023 through September 30, 2023 Compared to January 1, 2022 through September 30, 2022

Our sales totaled $997,213 for the nine months ended September 30,2023 and $726,696 for the nine months ended September 30, 2022, an increase of $270,517 or 37% The increase is primarily related to an increase in units sold and in average selling price.

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Cost of sales and gross margins for the nine months ended September 30, 2023 and for the nine months ended September 30, 2022 were $222,652 and 78% and $170,984 and 76%, respectively. Our cost of sales consists of the cost of materials and distribution expenses. Cost of sales and gross margins are affected by product mix as well as the mix in the level of sales between commissioned agents and distributors. In addition, increased freight and customs charges impacted 2022 period margins.

The following table sets forth the operating expenses for the nine months ended September 30:


	2023		2022		Change
Marketing	$	26,700	$	25,319	$	1,381
Commissions		114,400		143,267		(28,867)
Payroll related		1,135,130		691,501		443,629
Consulting and professional fees		687,931		831,601		(143,670)
Research and development		289,934		45,000		244,934
Other operating expenses		362,436		165,220		197,216
	$	2,616,531	$	1,901,908	$	714,623

The following table sets forth the stock- based compensation expense included in the above operating expenses for nine months ended September 30:


	2023		2022		Change
Marketing	$	—	$	8,000	$	(8,000)
Payroll related		400,000		14,703		385,297
Consulting and professional fees		315,000		461,900		(146,900)
	$	715,000	$	484,603	$	230,397

The change is primarily due to a $443,629 increase in payroll related costs of, which $385,297 is stock-based compensation, increased research and development costs of $244,934 and other operating costs of $197,216, partially offset by a decrease in consulting and professional fees of $143,670, primarily stock- based compensation related.

The non -stock based compensation increase in payroll related costs consists primarily of additional employee headcount and a $79,000 increase in salary paid to the Company’s CEO in conjunction with the January 2023 employment agreement, partially offset by a decrease in bonus paid to the Company’s CEO of approximately $81,000.

The increase in research and development costs relates to payments made under its product development agreement as new milestones were met. The increase in other operating expenses consists primarily of rent expense and moving costs subsequent to the sale of the building, an increase in insurance related to D&O insurance and travel and entertainment and trade show costs reflecting expanded sales and marketing efforts.

Stock-based compensation expense for the nine months ended September 30, 2023, includes $315,000 related to a consulting agreement with an advisor and director and $400,000 related to the issuance of a share of Series B Preferred stock to the Company’s CEO. Stock-based compensation expense for the nine months ended September 30, 2022, includes $461,900 related to third party agreements for financial and strategic advisory services and $10,000 for shares of Series A preferred stock issued to the Company’s CEO as compensation.

Other expense decreased by $841,598 primarily due to a gain on the sale of the Company’s building of $1,193,676 and 2022 loss on extinguishment of debt of $781,800, partially offset by an increase in interest expense of $324,392, accrued penalties of $390,000 for convertible notes payable in default and losses associated with derivative liabilities of $355,597. The increase in interest expense reflects $263,476 related to the valuation of certain trigger warrants for matured convertible notes payable.

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As a result of the foregoing, we recorded a net loss of $2,292,589 for the nine months ended September 30, 2023, compared to a net loss of $2,638,413 for the nine months ended September 30, 2022. The increase in net loss is primarily attributed to increased loss from operations, increased interest expense and losses associated with default penalties on convertible notes payable and derivative liabilities, partially offset by the gain on the sale of the Company’s building.

COVID-19 may impact our business.

On January 30, 2020, the World Health Organization declared the COVID-19 outbreak a “Public Health Emergency of International Concern” and on March 11, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the COVID-19 include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. COVID-19, and actions taken to mitigate it, have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical areas in which we operate. While it is unknown how long these conditions will last and what the complete financial effect will be to the Company, COVID-19 may have an adverse effect on our business. While we are taking diligent steps to mitigate any possible disruptions to our business, we are unable to predict the extent or nature of these impacts, at this time, to our future financial condition and results of operations.

Liquidity and Capital Resources

During the nine months ended September 30,2023 our cash and cash equivalents decreased by $229,948 reflecting cash used in operations of $1,366,445 and cash used in financing activities of $608,386, offset by cash provided from investing activities of $1,744,883. At September 30, 2023, the Company had a working capital deficit of $2,547,831 and cash on hand of $138,477. During the nine months ended September 30, 2022, our cash and cash equivalents increased by $75,745 reflecting cash used in operations of $740,238, offset by net proceeds from financing activities of $815,983. At September 30, 2022, the Company had a working capital deficit of $1,784,690 and cash on hand of $458,915.

Operating Activities

Cash flows used in operating activities totaled $1,366,445 for the nine months ended September 30,2023 as compared to cash flows used of $740,238 or the nine months ended September 30, 2022. The change in cash flows used in operating activities is primarily the result of an increase in inventory purchases, and accrued liabilities, decreases in accounts payable and customer deposits as well as an increase in the loss from operations, excluding stock-based compensation expense.

Investing Activities

Cash provided by investing activities for the nine months ended September 30, 2023 totaled $1,744,883 related to $1,894,588 of gross proceeds from the sale of the Company’s building before payment of the outstanding long-term bank debt secured by the building. Investing activities for the nine months ended September 30,2023 also included capital expenditures totaling $149,705 for production tooling. There were no investing activities in the 2022 period.

Financing Activities

Cash flows used in financing activities totaled $608,386 for the nine months ended September 30,2023 as compared to cash flows provided by financing activities of $815,983 for the nine months ended September 30, 2022. The cash flows used in the 2023 period are primarily the result of the $522,401 repayment of the long- term bank debt related to the building as part of the March 2023 sale and convertible notes payable payments totaling $85,985.

The cash flows provided in the 2022 period reflect $1,545,140 in net proceeds from convertible promissory notes and $42,766 from the sale of common stock, partially offset by repayment of convertible promissory notes and related party notes payable totaling $751,223.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely and reliable financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America.

As of the period ended September 30, 2023 our principal executive officer and principal financial officer completed an assessment of the effectiveness of our disclosure controls and procedures, to determine the existence of any material weaknesses or significant deficiencies. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the registrant’s financial reporting.

Based on this evaluation, the Company’s management concluded its internal controls over financial reporting were not effective as of September 30, 2023. The ineffectiveness of the Company’s internal control over financial reporting was due to the following identified material weaknesses and significant deficiencies:

Material Weakness

Management identified the following material weaknesses:

●

we do not have an Audit Committee – While not being legally obligated to have an Audit Committee, it is the management’s view that such a committee, including a financial expert board member, is an utmost important entity level control of the Company’s financial statements. Currently the Board of Directors acts in the capacity of the Audit Committee and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

●

we have not performed a risk assessment and mapped our processes to control objectives.

●

we have not implemented comprehensive entity-level internal controls.

●

we have not implemented adequate system and manual controls; and

●

we do not have sufficient segregation of duties.

Changes in Internal Control over Financial Reporting.

Our management will continue to monitor and evaluate the designation, implementation and effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are presently no material pending legal proceedings filed to which the Company, any executive officer, or any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject.

There are unasserted claims between the Company and three of the Company’s lenders that could possibly exceed $5,000. As of the date of this filing, lenders notified the Company that, because of the respective defaults or cross defaults of matured notes resulting from the sale of its real property, the default amounts under the notes, including the payment of principal, accrued interest, default interest, and legal fees, multiplied by 125%- 150% is being sought. The amount of $390,000 in default penalties has been accrued and recorded as other expense in the statement of operations for the nine months ended September 30, 2023, for the note holders. During the nine months ended September 30, 2023, the note holders have applied default conversion rates to outstanding principal, interest, and default amounts under the notes. The Company has accrued all default interest under the respective notes. The Company is in negotiations with all lenders to reform the various notes in default. With respect to the unasserted claims by and between the Company and the noteholders, the ongoing negotiations of the parties are informal, private, confidential, and, as of the date of this filing, are incomplete and unresolved. Thus, it is difficult as of the date of this filing to establish whether or not any legal actions arising from these unasserted claims are “probable,” “reasonably possible,” or “remote,” or what remedies may be sought in any action, and whether or not those remedies are material under FAS 5. No note holder has communicated to the Company that legal action exists or is imminent. No court has jurisdiction over the matters because, as of the date of this filing, no lender has filed an action in any court of competent jurisdiction or any arbitration proceeding.

ITEM 1A. RISK FACTORS

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In February and March 2017, the Company executed a promotion whereby distributors who made purchases during the promotional period would receive credits towards either future purchases of product through September 1, 2017 or shares of stock. Credits totaling $173,955 were earned by such distributors of which $1,010 had been applied against purchases of product. The remaining credit of $172,945 would be satisfied in shares of the Company’s common stock. As of and for the year ended December 31, 2017, an accrual for $170,930 of the amount of the net credits has been recorded as marketing expense in the statement of operations as well as within accrued liabilities on the accompanying balance sheet. The Company recorded the amount as marketing expense as the promotion was provided directly to distributors rather than to end users. In 2018, the Company issued 243,584 common shares to 25 unaffiliated shareholders earned in the 2017 promotional program. The issuances were made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. The distributors were “accredited investors” and/or “sophisticated investors” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning their qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to the distributors full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. The distributors acquired the restricted common stock for their own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

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On December 31, 2017, the Company issued 15,000,000 common shares to Matthew Wolfson (“Wolfson”) for services valued at $697,984. Two million were registered in the Company’s S-1 made effective August 6, 2020. The issuance to Wolfson was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Wolfson was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning his qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Wolfson full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Wolfson acquired the restricted common stock for his own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On September 19, 2018, the Company issued 5,000 common shares to Body Tone, a sole proprietorship (“Body Tone”) for $5,000. The issuance to Body Tone was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Body Tone was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Body Tone full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Body Tone acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On October 31, 2018, the Company issued 100,000 common shares to Gene Taubman (“Taubman”) for $100,000. These shares were registered in the Company’s S-1 registration statement made effective August 6, 2020. The issuance to Taubman was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Taubman was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning his qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Taubman full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Taubman acquired the restricted common stock for his own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On November 29, 2018, the Company issued 247,565 common shares to EBI (“EBI”) as a settlement for debt valued at 175,771. The issuance to EBI was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. EBI was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to EBI full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. EBI acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

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On January 24, 2019, the Company issued 28,169 common shares to Robert L. Hymers, III (“Hymers”) for $20,000. These shares were registered in the Company’s S-1 registration statement made effective August 6, 2020. The issuance to Hymers was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Hymers was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning his qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Hymers full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Hymers acquired the restricted common stock for his own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On February 7, 2019, the Company issued 20,000 common shares to Chester W. Hedderman (“Hedderman”) for $20,000. These shares were registered in the Company’s S-1 registration statement made effective August 6, 2020. The issuance to Hedderman was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Hedderman was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning his qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Hedderman full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Hedderman acquired the restricted common stock for his own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On February 12, 2019, the Company sold 150,000 common shares to Robert L. Hymers, III (“Hymers”) for services valued at $106,500. These shares were registered in the Company’s S-1 registration statement made effective August 6, 2020. The issuance to Hymers was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Hymers was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning his qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Hymers full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Hymers acquired the restricted common stock for his own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On February 28, 2019, the Company sold 21,126 common shares to Robert L. Hymers, III (“Hymers”) for 15,000. These shares were registered in the Company’s S-1 registration statement made effective August 6, 2020.The issuance to Hymers was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Hymers was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning his qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Hymers full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Hymers acquired the restricted common stock for his own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

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On March 27, 2019, the Company sold 35,211 common shares to James Hancock (“Hancock”) for $25,000. These shares were registered in the Company’s S-1 registration statement made effective August 6, 2020. The issuance to Hancock was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Hancock was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning his qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Hancock full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Hancock acquired the restricted common stock for his own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On June 28, 2019, the Company sold 43,461 common shares to Robert L. Hymers, III (“Hymers”) for services valued at $30,857. These shares were registered in the Company’s S-1 registration statement made effective August 6, 2020. The issuance to Hymers was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Hymers was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning his qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Hymers full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Hymers acquired the restricted common stock for his own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On July 1, 2019, the Company sold 42,253 common shares to Robert L. Hymers, III (“Hymers”) for $30,000. These shares were registered in the Company’s S-1 registration statement made effective August 6, 2020.The issuance to Hymers was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Hymers was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning his qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Hymers full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Hymers acquired the restricted common stock for his own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

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On July 1, 2019, the Company sold 10,000 shares to PYP Enterprises (“PYP”) for services valued at $7,100. These shares were registered in the Company’s S-1 registration statement made effective August 6, 2020. The issuance to PYP was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. PYP was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to PYP full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. PYP acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On July 1, 2019, the Company sold 10,000 common shares to Brenda Andrews (“Andrews”) for services valued at $7,100. These shares were registered in the Company’s S-1 registration statement made effective August 6, 2020. The issuance to Andrews was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Andrews was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning her qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Andrews full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Andrews acquired the restricted common stock for her own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On October 11, 2019, the Company sold 64,215 common shares to Nikolai Ogorodikov (“Ogorodikov”) for conversion of a note and accrued interest. These shares were registered in the Company’s S-1 registration statement made effective August 6, 2020. The issuance to Ogorodikov was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Ogorodikov was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning his qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Ogorodikov full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Ogorodikov acquired the restricted common stock for his own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On October 24, 2019, the Company sold 39,363 common shares to Ben and Carol Howden (“Howden”) for conversion of a note and accrued interest. These shares were registered in the Company’s S-1 registration statement made effective August 6, 2020. The issuance to Howden was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Howden was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning their qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Howden full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Howden acquired the restricted common stock for their own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

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On October 30, 2019, the Company sold 28,169 common shares to Eyelyn Easson (“Easson”) for settlement of a liability. These shares were registered in the Company’s S-1 registration statement made effective August 6, 2020. The issuance to Easson was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Easson was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning her qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Easson full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Easson acquired the restricted common stock for her own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On November 1, 2019, the Company sold 1,000,000 common shares to Donald Steinberg (“Steinberg”) for conversion of KISS note. These shares were registered in the Company’s S-1 registration statement made effective August 6, 2020. The issuance to Steinberg was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Steinberg was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning his qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Steinberg full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Steinberg acquired the restricted common stock for his own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On January 23, 2020, the Company sold 10,355 common shares to Tim Manning (“Manning”) settlement of a liability. These shares were registered in the Company’s S-1 registration statement made effective August 6, 2020. The issuance to Manning was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Manning was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning his qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Manning full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Manning acquired the restricted common stock for his own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On February 11, 2020, the Company sold 200,000 common shares to Robert L. Hymers, III (“Hymers”) for services valued at $102,000. These shares were registered in the Company’s S-1 registration statement made effective August 6, 2020. The issuance to Hymers was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Hymers was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning his qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Hymers full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Hymers acquired the restricted common stock for his own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

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On February 27, 2020, the Company sold 400,000 common shares to RedStone Consultants (“RedStone”) for services valued at $188,000. The issuance to RedStone was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. RedStone was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to RedStone full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. RedStone acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On June 4, 2020, the Company sold 100,000 common shares to Vista Capital (“Vista”) as original issue discount on debt valued at $51,000. The issuance to Vista was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Vista was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Vista full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Vista acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On June 15, 2020, the Company sold 142,857 common shares to Pro Active Capital (“Pro Active”) for $50,000. The issuance to Pro Active was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Pro Active was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Pro Active full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Pro Active acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On November 3, 2020, the Company sold 65,000 common shares to PCG Advisory for services valued at $55,900. The issuance to PCG was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. PCG was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to PCG full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. PCG acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

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On December 14, 2020 Vista Capital Investments, LLC converted is promissory note of unpaid principal and accrued interest $118,800 in 339,429 shares of common stock. The issuance to Vista was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Vista was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Vista full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Vista acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On February 18, 2021, Redstart Holdings Corp. converted $30,000 of unpaid principal into 112,824 common shares from a convertible note. The issuance to Redstart was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Redstart was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Redstart full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Redstart acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On February 22, 2021, Redstart Holdings Corp. converted $35,000 of unpaid principal into 145,833 common shares from a convertible note. The issuance to Redstart was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Redstart was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Redstart full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Redstart acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On March 9, 2021, Redstart Holdings Corp. converted $15,000 of unpaid principal into 88,600 common shares from a convertible note dated August 11, 2020. The issuance to Redstart was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Redstart was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Redstart full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Redstart acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

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On March 10, 2021, Redstart Holdings Corp. converted $23,000 of unpaid principal and $5,150 of accrued and unpaid interest into 171,856 common shares from a convertible note dated August 11, 2020. The issuance to Redstart was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Redstart was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Redstart full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Redstart acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On March 15, 2021, Redstart Holdings Corp. converted $25,000 of unpaid principal into 152,625 common shares from a convertible note dated September 8, 2020. The issuance to Redstart was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Redstart was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Redstart full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Redstart acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On March 18, 2021, Redstart Holdings Corp. converted $53,000 of unpaid principal and $3,900 of accrued and unpaid interest into 347,375 common shares from a convertible note dated September 8, 2020. The issuance to Redstart was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Redstart was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Redstart full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Redstart acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On April 1, 2021, JSJ Investments, Inc. converted $30,000 of unpaid principal into 238,095 common shares from a convertible note. The issuance to JSJ was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. JSJ was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to JSJ full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. JSJ acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

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On April 8, 2021, JSJ Investments, Inc. converted $40,000 of unpaid principal into 361,572 common shares from a convertible note. The issuance to JSJ was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. JSJ was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to JSJ full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. JSJ acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On April 28, 2021, JSJ Investments, Inc. converted $38,000 of unpaid principal and $5,795.07 in accrued interest into 639,539 common shares from a convertible note dated September 28, 2020. The issuance to JSJ was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. JSJ was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to JSJ full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. JSJ acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On April 28, 2021, Redstart Holdings Corp. converted $30,000 of unpaid principal into 373,134 common shares from a convertible note dated October 22, 2020. The issuance to Redstart was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Redstart was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Redstart full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Redstart acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On May 6, 2021, Redstart Holdings Corp. converted $20,000 of unpaid principal into 385,356 common shares from a convertible note dated October 22, 2020. The issuance to Redstart was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Redstart was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Redstart full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Redstart acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

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On May 7, 2021, Redstart Holdings Corp. converted $35,000 of unpaid principal into 674,374 common shares from a convertible note dated October 22, 2020. The issuance to Redstart was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Redstart was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Redstart full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Redstart acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On May 12, 2021, Redstart Holdings Corp. converted $25,000 of unpaid principal into 520,833 common shares from a convertible note dated October 22, 2020. The issuance to Redstart was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Redstart was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Redstart full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Redstart acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On May 17, 2021, Redstart Holdings Corp. converted $18,000 of unpaid principal and $6,400 of interest into 602,469 common shares from a convertible note dated October 22, 2020. The issuance to Redstart was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Redstart was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Redstart full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Redstart acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On May 25, 2021, YA II PN, Ltd, converted $60,000 of unpaid principal and $1,301.37 of interest into 1,802,981 common shares from a convertible note dated May 7, 2021. The issuance to YA II PN, Ltd, was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. YA II PN, Ltd, was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to YA II PN, Ltd, full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. YA II PN, Ltd, acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

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On June 8, 2021, Jefferson Street Capital, LLC converted $40,000 of unpaid principal and $750 of expense into 1,344,440 common shares from a convertible note dated December 1, 2020. The issuance to Jefferson Street Capital, LLC was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Jefferson Street Capital, LLC was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Jefferson Street Capital, LLC full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Jefferson Street Capital, LLC acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On June 16, 2021, YA II PN, Ltd, converted $65,000 of unpaid principal and, $1,197.26 of interest into 1,946,978 common shares from a convertible note dated May 7, 2021. The issuance to YA II PN, Ltd, was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. YA II PN, Ltd, was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to YA II PN, Ltd, full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. YA II PN, Ltd, acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On June 17, 2021, GS Capital Partners, LLC converted $40,000 in principal and $2,005.48 in interest and $325 of expense into 1,675,591 common shares from a convertible note dated December 11, 2020. The issuance to GS Capital Partners, LLC was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. GS Capital Partners, LLC was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to GS Capital Partners, LLC full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. GS Capital Partners, LLC acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On July 8, 2021, YA II PN, Ltd, converted $85,000 of unpaid principal and, $787.67 of interest into 1,910,638 common shares from a convertible note dated May 7, 2021. The issuance to YA II PN, Ltd, was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. YA II PN, Ltd, was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to YA II PN, Ltd, full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. YA II PN, Ltd, acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

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On July 9, 2021, Jefferson Street Capital, LLC converted $50,000 of unpaid principal and expenses of $750 into 1,169,354 common shares from a convertible note dated December 1, 2020. The issuance to Jefferson Street Capital, LLC was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Jefferson Street Capital, LLC was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Jefferson Street Capital, LLC full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Jefferson Street Capital, LLC acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On July 15, 2021, GS Capital Partners, LLC converted $40,000 in principal and $2,312.33 in interest and $175 in expense into 1,087,745 common shares from a convertible note dated December 11, 2020. The issuance to GS Capital Partners, LLC was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. GS Capital Partners, LLC was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to GS Capital Partners, LLC full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. GS Capital Partners, LLC acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On July 23, 2021, YA II PN, Ltd, converted $80,000 of unpaid principal and, $4,021.92 of interest into 2,386,985 common shares from a convertible note dated May 7, 2021. The issuance to YA II PN, Ltd, was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. YA II PN, Ltd, was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to YA II PN, Ltd, full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. YA II PN, Ltd, acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On August 9, 2021, GS Capital Partners, LLC converted $30,000 in principal and $1,939.73 in interest and $175 in expense into 1,193,811 common shares from a convertible note dated December 11, 2020. The issuance to GS Capital Partners, LLC was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. GS Capital Partners, LLC was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to GS Capital Partners, LLC full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. GS Capital Partners, LLC acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

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On February 11, 2022, the Company issued 3,629,725 common shares to Mast Hill Fund, LP from its exercise of a warrant dated October 13, 2021. The issuance to Mast Hill Fund, LP was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Mast Hill Fund, LP was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Mast Hill Fund, LP full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Mast Hill Fund, LP acquired the restricted common stock for its own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On February 17, 2022, the Company issued 7,500,000 common shares to Robert L. Hymers, III, for consulting services. The issuance to Mr. Hymers was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Mr. Hymers was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Mr. Hymers full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Mr. Hymers acquired the restricted common stock for his own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On February 23, 2022, the Company issued 850,000 common shares to Gene Taubman, for consulting services. The issuance to Mr. Taubman was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Mr. Taubman was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Mr. Taubman full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Mr. Taubman acquired the restricted common stock for his own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On February 24, 2022, the Company issued to Robert L. Hymers, III, 7,500,000 common shares for consulting services. The issuance to Mr. Hymers was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. Mr. Hymers was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to Mr. Hymers full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. Mr. Hymers acquired the restricted common stock for his own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

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On February 24, 2022, the Company issued 2,500,000 common shares to North Equities USA, Ltd., for consulting services. The issuance to North Equities was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder, with respect to the issuance of the restricted stock. North Equities was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made available to North Equities full information regarding its business and operations. There was no general solicitation in connection with the offer or sale of the restricted securities. North Equities acquired the restricted common stock for his own account, for investment purposes and not with a view to public resale or distribution thereof within the meaning of the Securities Act. The restricted shares cannot be sold unless pursuant to an effective registration statement by the Company, or by an exemption from registration requirements of Section 5 of the Securities Act—the existence of any such exemption subject to legal review and approval by the Company.

On May 9, 2023, Jefferson Street Capital, LLC converted $20,000 of unpaid principal and $750 in fees into 8,178,487 common shares from a convertible note dated August 8, 2022. The issuance to Jefferson Street relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder with respect to the issuance of the restricted stock. Jefferson Street was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties, and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made full information regarding its business and operations available to Jefferson Street. There was no general solicitation concerning the offer or sale of the restricted securities. Jefferson Street acquired the restricted common stock for its own account, for investment purposes, and not with a view to public resale or distribution thereof within the meaning of the Securities Act.

On May 10, 2023, the Company issued 1,000,000 common shares to Mast Hill Fund, LP, as a reconciliation for the Company’s prior issuances to another convertible note holder at a lower base conversion price. The issuance to Mast Hill relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder with respect to the issuance of the restricted stock. Mast Hill was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties, and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made full information regarding its business and operations available to Mast Hill. There was no general solicitation concerning the offer or sale of the restricted securities. Mast Hill acquired the restricted common stock for its own account, for investment purposes, and not with a view to public resale or distribution thereof within the meaning of the Securities Act.

On May 10, 2023, the Company issued 2,700,000 common shares to Mast Hill Fund, LP, as a reconciliation for the Company’s prior issuances to another convertible note holder at a lower base conversion price. The issuance to Mast Hill relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder with respect to the issuance of the restricted stock. Mast Hill was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties, and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made full information regarding its business and operations available to Mast Hill. There was no general solicitation concerning the offer or sale of the restricted securities. Mast Hill acquired the restricted common stock for its own account, for investment purposes, and not with a view to public resale or distribution thereof within the meaning of the Securities Act.

On May 10, 2023, the Company issued 375,000 common shares to Blue Lake Partners, LLC, as a reconciliation for the Company’s prior issuances to another convertible note holder at a lower base conversion price. The issuance to Blue Lake relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder with respect to the issuance of the restricted stock. Blue Lake was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties, and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made full information regarding its business and operations available to Blue Lake. There was no general solicitation concerning the offer or sale of the restricted securities. Blue Lake acquired the restricted common stock for its own account, for investment purposes, and not with a view to public resale or distribution thereof within the meaning of the Securities Act.

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On May 16, 2023, Blue Lake Partners, LLC converted $33,950 of unpaid principal and $1,750 in fees into 15,000,000 common shares from a convertible note dated March 10, 2022. The issuance to Blue Lake relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder with respect to the issuance of the restricted stock. Blue Lake was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties, and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made full information regarding its business and operations available to Blue Lake. There was no general solicitation concerning the offer or sale of the restricted securities. Blue Lake acquired the restricted common stock for its own account, for investment purposes, and not with a view to public resale or distribution thereof within the meaning of the Securities Act.

On May 25, 2023, Mast Hill Fund, LP converted $15,203.81 of unpaid interest and $21,602.19 in default interest, and $1,750 in fees into 16,200,000 common shares from a convertible note dated September 22, 2022. The issuance to Mat Hill relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder with respect to the issuance of the restricted stock. Mast Hill was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties, and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made full information regarding its business and operations available to Mast Hill. There was no general solicitation concerning the offer or sale of the restricted securities. Mast Hill acquired the restricted common stock for its own account, for investment purposes, and not with a view to public resale or distribution thereof within the meaning of the Securities Act.

On June 1, 2023, Jefferson Street Capital, LLC converted $16,500 of unpaid principal and $750 in fees into 16,911,764 common shares from a convertible note dated August 8, 2022. The issuance to Jefferson Street relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder with respect to the issuance of the restricted stock. Jefferson Street was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties, and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made full information regarding its business and operations available to Jefferson Street. There was no general solicitation concerning the offer or sale of the restricted securities. Jefferson Street acquired the restricted common stock for its own account, for investment purposes, and not with a view to public resale or distribution thereof within the meaning of the Securities Act.

On June 12, 2023, Mast Hill Fund, LP converted $33,782.19 of unpaid interest and $7,069.81 in default interest, and $1,750 in fees into 17,900,000 common shares from a convertible note dated September 22, 2022. The issuance to Mat Hill relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder with respect to the issuance of the restricted stock. Mast Hill was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties, and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made full information regarding its business and operations available to Mast Hill. There was no general solicitation concerning the offer or sale of the restricted securities. Mast Hill acquired the restricted common stock for its own account, for investment purposes, and not with a view to public resale or distribution thereof within the meaning of the Securities Act.

On June 16, 2023, Mast Hill Fund, LP converted $36,599.82 of principal, $5,215.88 of unpaid interest and $1,178.30 in default interest, and $1,750 in fees into 18,800,000 common shares from a convertible note dated September 22, 2022. The issuance to Mat Hill relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder with respect to the issuance of the restricted stock. Mast Hill was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties, and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made full information regarding its business and operations available to Mast Hill. There was no general solicitation concerning the offer or sale of the restricted securities. Mast Hill acquired the restricted common stock for its own account, for investment purposes, and not with a view to public resale or distribution thereof within the meaning of the Securities Act.

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On June 20, 2023, Jefferson Street Capital, LLC converted $17,000 of unpaid principal and $750 in fees into 17,401,960 common shares from a convertible note dated August 8, 2022. The issuance to Jefferson Street relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder with respect to the issuance of the restricted stock. Jefferson Street was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties, and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made full information regarding its business and operations available to Jefferson Street. There was no general solicitation concerning the offer or sale of the restricted securities. Jefferson Street acquired the restricted common stock for its own account, for investment purposes, and not with a view to public resale or distribution thereof within the meaning of the Securities Act.

On June 22, 2023, Mast Hill Fund, LP converted $45,017.66 of principal, $2,260.34 in default interest, and $1,750 in fees into 20,600,000 common shares from a convertible note dated September 22, 2022. The issuance to Mat Hill relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder with respect to the issuance of the restricted stock. Mast Hill was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties, and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made full information regarding its business and operations available to Mast Hill. There was no general solicitation concerning the offer or sale of the restricted securities. Mast Hill acquired the restricted common stock for its own account, for investment purposes, and not with a view to public resale or distribution thereof within the meaning of the Securities Act.

On July 13, 2023, Blue Lake Partners, LLC converted $1,999.13 of principal, $18,282.87 of accrued interest, and $1,750.00 of fees from a convertible promissory note dated March 10, 2022, into 21,600,000 shares of common stock. The original issuance to Blue Lake relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder with respect to the issuance of the restricted stock. Blue Lake was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties, and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made full information regarding its business and operations available to Blue Lake. There was no general solicitation concerning the offer or sale of the restricted securities. Blue Lake acquired the restricted common stock for its own account, for investment purposes, and not with a view to public resale or distribution thereof within the meaning of the Securities Act.

On July 14, 2023, Jefferson Street Capital, LLC, converted convert $17,000.00 of principal and $750.00 in fees, totaling $17,750.00 froma convertible note issued August 8, 2022, into 17,401,960 shares of Common Stock. The original issuance to Jefferson Street relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder with respect to the issuance of the restricted stock. Jefferson Street was an “accredited investor” and/or “sophisticated investor” pursuant to Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties, and information concerning its qualifications as a “sophisticated investor” and/or “accredited investor.” The Company provided and made full information regarding its business and operations available to Jefferson Street. There was no general solicitation concerning the offer or sale of the restricted securities. Jefferson Street acquired the restricted common stock for its own account, for investment purposes, and not with a view to public resale or distribution thereof within the meaning of the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

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ITEM 6. EXHIBITS

The following exhibits are included as part of this report:

Exhibit No.	Description of Exhibit	Location

3(i)	Certificate of Incorporation.	Incorporated by reference from the Company’s Form S-1/A-4 filed on July 20, 2020.

3(i)	Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on August 23, 2017, converting from a limited liability company to a C corporation.	Incorporated by reference from the Company’s Form S-1/A-4 filed on July 20, 2020.

3(i)	Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on November 1, 2019, designating Series A Preferred Shares.	Incorporated by reference from the Company’s Form S-1/A-4 filed on July 20, 2020.

3(i)	Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on July 9, 2020, increasing authorized common stock to 50 million shares.	Incorporated by reference from the Company’s Form S-1/A-4 filed on July 20, 2020.

3(i)	Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on December 3, 2020, increasing authorized common stock to 125 million shares.	Incorporated by reference from the Company’s Form 8-K filed December 3, 2020.

3(i)	Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on October 14, 2021, increasing authorized common shares to 251 million shares.	Incorporated by reference from the Company’s 8-K filed October 14, 2021.

3(i)	Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on September 21, 2022, increasing authorized common shares to 1 billion and one shares.	Incorporated by reference from the Company’s 8-K filed September 19, 2022.

3(i)	Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on January 31, 2023, increasing authorized common shares to 2 billion and one shares.	Incorporated by reference from the Company’s 8-K filed January 26, 2023 .

3(ii)	Corporate Bylaws.	Incorporated by reference from the Company’s Form S-1/A-4 filed on July 20, 2020.

4(vi)	Description of Securities	Incorporated by reference from the Company’s Form 8a-12g filed August 5, 2020.

10.1	October 14, 2021, Securities Purchase Agreement, Convertible Promissory Note, Common Stock Purchase Warrant, Mast Hill Fund, LP.	Incorporated by reference from the Company’s Form 8-K filed October 21, 2021.

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10.2	November 10, 2021, Common Stock Purchase Agreement, White Lion Capital, LLC	Incorporated by reference from the Company’s Form 10-Q filed November 15, 2021.

10.3	November 10, 2021, Registration Rights Agreement, White Lion Capital, LLC	Incorporated by reference from the Company’s Form 10-Q filed November 15, 2021.

10.4	February 11, 2022, Promissory Note, Mast Hill Fund, LP.	Incorporated by reference from the Company’s Form 10-K filed March 31, 2023

10.5	February 11, 2022, Warrant Agreement, Mast Hill Fund, LP	Incorporated by reference from the Company’s Form 10-K filed March 31, 2023

10.6	February 11, 2022, Securities Purchase Agreement, Mast Hill Fund, LP	Incorporated by reference from the Company’s Form 10-K filed March 31, 2023.

10.7	February 11, 2022, Second Warrant, Mast Hill Fund, LP	Incorporated by reference from the Company’s Form 10-K filed March 31, 2023

10.8	February 11, 2022, Third Warrant, Mast Hill Fund, LP	Incorporated by reference from the Company’s Form 10-K filed March 31, 2023.

10.9	March 3, 2022, Stock Purchase Agreement, Blue Lake Partners, LLP	Incorporated by reference from the Company’s Form 10-K filed March 31, 2023

10.10	March 3, 2022, Promissory Note, Blue Lake Partners, LLP	Incorporated by reference from the Company’s Form 10-K filed March 31, 2023

10.11	March 3, 2022, Warrant Agreement, Blue Lake Partners, LLP	Incorporated by reference from the Company’s Form 10-K filed March 31, 2023

10.12	March 3, 2022, Second Warrant, Blue Lake Partners, LLP	Incorporated by reference from the Company’s Form 10-K filed March 31, 2023

10.13	June 21, 2022, Settlement Agreement, JR-HD Enterprises III, LLC	Incorporated by reference from the Company’s Form 10-K filed March 31, 2023

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a).	Filed herewith.

31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a).	Filed herewith.

32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Filed herewith.

32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 [included in Exhibit 32.1].	Filed herewith.

101.1NS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema Document

Table of Contents

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definitions Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL as contained in Exhibit 101)

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: November 20, 2023

	ELECTROMEDICAL TECHNOLOGIES INC.

	By:	/s/ Matthew Wolfson
		Matthew Wolfson
		President & Chief Executive Officer
		(Principal Executive Officer)


	By:	/s/ Matthew Wolfson
		Matthew Wolfson
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 31.1

I, Matthew Wolfson, certify that:

1.I have reviewed this annual report on Form 10-Q for the quarter ended September 30, 2023, of Electromedical Technologies, Inc.

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4.As the registrant’s certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.As the registrant’s certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	By:	/s/ Matthew Wolfson
	Matthew Wolfson
Date: November 20, 2023	Principal Executive Officer

Exhibit 31.2

I, Matthew Wolfson, certify that:

1.I have reviewed this annual report on Form 10-Q for the quarter ended September 30, 2023, for Electromedical Technologies, Inc.;

4.As the registrant’s other certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

5.As the registrant’s certifying officer I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


	By:	/s/ Matthew Wolfson
	Matthew Wolfson
Date: November 20, 2023	Principal Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-Q of Electromedical Technologies, Inc. (the “Company”) for the quarter ending September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Matthew Wolfson, Chief Executive Officer and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1)The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 20, 2023	By:	/s/ Matthew Wolfson
	Matthew Wolfson
	Chief Executive Officer, Chief Financial Officer

This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2023	Nov. 20, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	000-56192
Entity Registrant Name	Electromedical Technologies, Inc
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-2619815
Entity Address, Address Line One	16561 N. 92nd Street
Entity Address, Address Line Two	Ste. 101
Entity Address, City or Town	Scottsdale
Entity Address State Or Province	AZ
Entity Address, Postal Zip Code	85260
City Area Code	888
Local Phone Number	880-7888
Title of 12(g) Security	Common Stock
Trading Symbol	EMED
Security Exchange Name	NONE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		463,115,311
Entity Central Index Key	0001715819
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false

BALANCE SHEETS (UNAUDITED) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 138,477	$ 368,425
Accounts receivable	9,200	9,444
Inventories	131,310	62,061
Prepaid expenses and other current assets	264,017	207,872
Total current assets	543,004	647,802
Right of use asset	160,694
Property and equipment, net	149,705	705,469
Total assets	853,403	1,353,271
Current liabilities:
Accounts payable	277,714	266,744
Credit cards payable	27,130	37,633
Accrued expenses and other current liabilities	739,889	1,065,483
Customer deposits	130,100	217,588
Convertible promissory notes, net of discount of $0 and $375,865, respectively	1,393,601	1,304,909
Long term debt, current portion		31,818
Lease liability, current portion	46,788
Derivative liabilities- convertible promissory notes	475,613
Total current liabilities	3,090,835	2,924,175
Long-term liabilities:
Bank debt, net of current portion		489,707
Government debt, net of current portion	150,000	150,000
Lease liability, net of current portion	119,318
Other liabilities	9,174	10,234
Total liabilities	3,369,327	3,574,116
Commitments and contingencies (Note 10)
Stockholders' deficit
Common stock, $.00001 par value, 1,999,000,000 and 999,000,000 shares authorized; 471,495,856 and 189,784,529 shares outstanding at September 30, 2023 and December 31, 2022, respectively	4,713	1,896
Additional paid-in-capital	23,835,454	22,237,300
Accumulated deficit	(27,121,091)	(24,825,041)
Total stockholders' deficit	(2,515,924)	(2,220,845)
Total liabilities and stockholders' deficit	853,403	1,353,271
Series A Preferred Stock
Stockholders' deficit
Preferred Stock	365,000	365,000
Series B Preferred Stock
Stockholders' deficit
Preferred Stock	$ 400,000

BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Discount on convertible promissory notes	$ 0	$ 375,865
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized	1,999,000,000	999,000,000
Common stock, shares outstanding	471,495,856	189,784,529
Series A Preferred Stock
Preferred stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares outstanding	1,000,000	1,000,000
Series B Preferred Stock
Preferred stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	1	1
Preferred stock, shares outstanding	1	0

STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
STATEMENTS OF OPERATIONS
Net sales	$ 323,613	$ 279,551	$ 997,213	$ 726,696
Cost of sales	72,437	58,008	222,652	170,984
Gross profit	251,176	221,543	774,561	555,712
Selling, general and administrative expenses	490,205	558,919	2,616,531	1,901,908
Loss from operations	(239,029)	(337,376)	(1,841,970)	(1,346,196)
Other income (expense)
Interest expense	(162,121)	(160,570)	(834,809)	(510,417)
Gain on sale of fixed asset			1,193,676
Change in fair value of derivative liabilities	63,069		(63,889)
Gain (loss) on derivative liabilities	11,361		(355,597)
Other expense	(50,000)		(390,000)
Loss on extinguishment of debt		(460,000)		(781,800)
Total other expense	(137,691)	(620,570)	(450,619)	(1,292,217)
Net loss	(376,720)	(957,946)	(2,292,589)	(2,638,413)
Deemed dividend related to warrant resets		(19,780)	(3,461)	(83,161)
Net loss attributable to common stockholders	$ (376,720)	$ (977,726)	$ (2,296,050)	$ (2,721,574)
Weighted average shares outstanding - basic (in shares)	466,219,492	146,993,139	348,089,518	119,799,025
Weighted average shares outstanding - diluted (in shares)	466,219,492	146,993,139	348,089,518	119,799,025
Weighted average loss per share - basic (in dollars per share)	$ 0.00	$ (0.01)	$ (0.01)	$ (0.02)
Weighted average loss per share - diluted (in dollars per share)	$ 0.00	$ (0.01)	$ (0.01)	$ (0.02)

STATEMENT OF STOCKHOLDERS' DEFICIT - USD ($)	Series A Preferred Stock Preferred Stock	Series B Preferred Stock Preferred Stock	Common Stock	Paid in Capital Cumulative Effect, Period of Adoption, Adjustment	Paid in Capital	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Accumulated Deficit	Cumulative Effect, Period of Adoption, Adjustment	Total
Beginning balance (ASU 2020-06) at Dec. 31, 2021				$ (1,013,414)		$ 634,059		$ (379,355)
Beginning balance at Dec. 31, 2021	$ 355,000		$ 876		$ 20,804,333		$ (21,882,712)		$ (722,503)
Beginning balance (in shares) at Dec. 31, 2021	500,000		87,725,842
Increase (Decrease) in Stockholders' Equity
Shares issued for consulting services			$ 106		356,794				356,900
Shares issued for consulting services (in shares)			10,600,000
Warrants issued in conjunction with convertible promissory notes					142,996				142,996
Warrants reset in conjunction with convertible promissory notes					63,381		(63,381)
Cashless warrant exercises			$ 51		(51)
Cashless warrant exercises (in shares)			5,129,725
Issuance of common stock for cash			$ 15		42,751				42,766
Issuance of common stock for cash (in shares)			1,500,000
Stock-based compensation					4,703				4,703
Net loss							(1,144,536)		(1,144,536)
Ending balance at Mar. 31, 2022	$ 355,000		$ 1,048		20,401,493		(22,456,570)		(1,699,029)
Ending balance (in shares) at Mar. 31, 2022	500,000		104,955,567
Beginning balance (ASU 2020-06) at Dec. 31, 2021				$ (1,013,414)		$ 634,059		$ (379,355)
Beginning balance at Dec. 31, 2021	$ 355,000		$ 876		20,804,333		(21,882,712)		(722,503)
Beginning balance (in shares) at Dec. 31, 2021	500,000		87,725,842
Increase (Decrease) in Stockholders' Equity
Net loss									(2,638,413)
Ending balance at Sep. 30, 2022	$ 365,000		$ 1,577		21,867,892		(23,970,227)		(1,735,758)
Ending balance (in shares) at Sep. 30, 2022	1,000,000		157,950,530
Beginning balance at Mar. 31, 2022	$ 355,000		$ 1,048		20,401,493		(22,456,570)		(1,699,029)
Beginning balance (in shares) at Mar. 31, 2022	500,000		104,955,567
Increase (Decrease) in Stockholders' Equity
Shares issued for consulting services			$ 30		44,970				45,000
Shares issued for consulting services (in shares)			3,000,000
Shares issued in conjunction with forbearance of convertible promissory notes			$ 40		142,760				142,800
Shares issued in conjunction with forbearance of convertible promissory notes (in shares)			4,000,000
Convertible promissory notes payable settlement			$ 267		668,103				668,370
Convertible promissory notes payable settlement (in shares)			26,734,801
Warrants issued in conjunction with debt extinguishment					65,000				65,000
Cashless warrant exercises			$ 35		(35)
Cashless warrant exercises (in shares)			3,550,162
Net loss							(535,931)		(535,931)
Ending balance at Jun. 30, 2022	$ 355,000		$ 1,420		21,322,291		(22,992,501)		(1,313,790)
Ending balance (in shares) at Jun. 30, 2022	500,000		142,240,530
Increase (Decrease) in Stockholders' Equity
Shares issued for consulting services			$ 68		67,932				68,000
Shares issued for consulting services (in shares)			6,800,000
Warrants issued in conjunction with convertible promissory notes					302,978				302,978
Warrants reset in conjunction with convertible promissory notes					19,780		(19,780)
Cashless warrant exercises			$ 27		(27)
Cashless warrant exercises (in shares)			2,710,000
Conversion of convertible promissory note			$ 62		154,938				155,000
Conversion of convertible promissory note (In shares)			6,200,000
Stock-based compensation	$ 10,000								10,000
Stock-based compensation (in shares)	500,000
Net loss							(957,946)		(957,946)
Ending balance at Sep. 30, 2022	$ 365,000		$ 1,577		21,867,892		(23,970,227)		(1,735,758)
Ending balance (in shares) at Sep. 30, 2022	1,000,000		157,950,530
Beginning balance at Dec. 31, 2022	$ 365,000		$ 1,896		22,237,300		(24,825,041)		(2,220,845)
Beginning balance (in shares) at Dec. 31, 2022	1,000,000		189,784,529
Increase (Decrease) in Stockholders' Equity
Shares issued for consulting services			$ 350		314,650				315,000
Shares issued for consulting services (in shares)			35,000,000
Share issued as CEO compensation		$ 400,000							400,000
Share issued as CEO compensation (in shares)		1
Shares issued in conjunction with settlement reset			$ 461		697,539				698,000
Shares issued in conjunction with settlement reset (in shares)			46,102,156
Cashless warrant exercises			$ 180		(180)
Cashless warrant exercises (in shares)			18,000,000
Trigger warrants issued					160,000				160,000
Conversion of convertible promissory note			$ 50		49,950				50,000
Conversion of convertible promissory note (In shares)			5,000,000
Settlement of stock - based compensation liabilities			$ 30		20,970				21,000
Settlement of stock - based compensation liabilities (in shares)			3,000,000
Net loss							(456,063)		(456,063)
Ending balance at Mar. 31, 2023	$ 365,000	$ 400,000	$ 2,967		23,480,229		(25,281,104)		(1,032,908)
Ending balance (in shares) at Mar. 31, 2023	1,000,000	1	296,886,685
Beginning balance at Dec. 31, 2022	$ 365,000		$ 1,896		22,237,300		(24,825,041)		(2,220,845)
Beginning balance (in shares) at Dec. 31, 2022	1,000,000		189,784,529
Increase (Decrease) in Stockholders' Equity
Warrant reset									3,461
Net loss									(2,292,589)
Ending balance at Sep. 30, 2023	$ 365,000	$ 400,000	$ 4,713		23,835,454		(27,121,091)		(2,515,924)
Ending balance (in shares) at Sep. 30, 2023	1,000,000	1	471,495,856
Beginning balance at Mar. 31, 2023	$ 365,000	$ 400,000	$ 2,967		23,480,229		(25,281,104)		(1,032,908)
Beginning balance (in shares) at Mar. 31, 2023	1,000,000	1	296,886,685
Increase (Decrease) in Stockholders' Equity
Conversion of convertible promissory note			$ 1,315		209,376				210,691
Conversion of convertible promissory note (In shares)			131,532,211
Conversion true-up			$ 41		(41)
Conversion true-up (in shares)			4,075,000
Warrant reset					3,461		(3,461)
Net loss							(1,459,806)		(1,459,806)
Ending balance at Jun. 30, 2023	$ 365,000	$ 400,000	$ 4,323		23,693,025		(26,744,371)		(2,282,023)
Ending balance (in shares) at Jun. 30, 2023	1,000,000	1	432,493,896
Increase (Decrease) in Stockholders' Equity
Conversion of convertible promissory note			$ 390		38,953				39,343
Conversion of convertible promissory note (In shares)			39,001,960
Valuation of trigger warrants					103,476				103,476
Net loss							(376,720)		(376,720)
Ending balance at Sep. 30, 2023	$ 365,000	$ 400,000	$ 4,713		$ 23,835,454		$ (27,121,091)		$ (2,515,924)
Ending balance (in shares) at Sep. 30, 2023	1,000,000	1	471,495,856

STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	9 Months Ended
STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss	$ (2,292,589)	$ (2,638,413)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	715,000	484,603
Depreciation and amortization	4,557	16,406
Amortization of right of use asset	5,412
(Gain)loss on extinguishment of debt		781,800
Amortization of debt discount and warrant expense	639,341	367,257
Change in fair value of derivative liabilities	63,889
Loss on derivatives	355,597
Gain on sale of fixed assets	(1,193,676)
Other	876
Change in operating assets and liabilities:
Accounts receivable	244	18,404
Inventories	(69,249)	100,960
Prepaid expenses and other current assets	(56,145)	(63,192)
Accounts payable	10,970	62,300
Credit cards payable	(10,503)	31,748
Accrued expenses and other current liabilities	547,319	70,171
Customer deposits	(87,488)	25,840
Other liabilities		1,878
Net cash used in operating activities	(1,366,445)	(740,238)
Cash flows from investing activities:
Purchase of property and equipment	(149,705)
Sale of property and equipment	1,894,588
Net cash provided by investing activities	1,744,883
Cash flows from financing activities:
Repayments on bank debt	(522,401)	(20,700)
Related party notes payable-net		(57,875)
Issuance of convertible promissory notes		1,545,140
Repayments on convertible promissory notes	(85,985)	(693,348)
Issuance of common stock for cash -net		42,766
Net cash (used in) provided by financing activities	(608,386)	815,983
Net increase (decrease) in cash and cash equivalents	(229,948)	75,745
Cash and cash equivalents, beginning of period	368,425	383,170
Cash and cash equivalents, end of period	138,477	458,915
Cash paid during the period for:
Interest	36,901	89,079
Non-cash investing and financing activities:
January 1,2022 adoption of ASU 2020-06		379,355
Warrants and common stock feature issued in conjunction with convertible promissory notes		653,774
Settlement of stock-based compensation liabilities	719,000
Conversion of convertible promissory notes, derivatives and accrued interest into shares of common stock	300,034	$ 823,370
Right of use asset and lease liability	$ 164,408

ORGANIZATION AND NATURE OF BUSINESS

9 Months Ended

Sep. 30, 2023

ORGANIZATION AND NATURE OF BUSINESS

ORGANIZATION AND NATURE OF BUSINESS

NOTE 1.ORGANIZATION AND NATURE OF BUSINESS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

Use of Estimates

Going Concern

Revenue Recognition

Financial Instruments and Concentrations of Business and Credit Risk

Significant customer sales as a percentage of total sales are as follows:


	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER30,
	2023		2022		2023		2022
Customer A	23.7	%	26.1	%	19.9	%	22.0	%
Customer B	12.9	%	13.7	%	11.3	%	15.2	%


	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER 30,
	2023		2022		2023		2022
Supplier A	40.2	%	—		24.7	%	45.8	%
Supplier B	—		20.3	%	—		15.0	%
Supplier C	—		64.2	%	—		23.8	%
Supplier D	—		—		67.5	%	—
Supplier E	16.1	%	—		—		—
Supplier F	43.8	%	—		—		—

Disclosure of Fair Value

●

Cash and cash equivalents are carried at cost, which approximates fair value.

●

The carrying amounts of receivables approximate fair value due to their short-term maturities.

●

The carrying amounts of payables approximate fair value due to their short-term maturities.

●

Derivative liabilities are adjusted to fair value utilizing the Lattice method

Asset and liabilities measured and reported at fair value are classified and disclosed in one of the following categories based on inputs:

Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date

The following table presents changes during the nine months ended September 30, 2023 in Level 3 liabilities measured at fair value on a recurring basis:


Fair value- December 31, 2022	$	—
Derivative liabilities in conjunction with convertible promissory note defaults		491,846
Conversion of convertible promissory notes		(80,122)
Change in fair value of derivative liabilities		63,889
Fair value- September 30, 2023	$	475,613

The levels of the fair value hierarchy into which the Company’s assets and liabilities fall as of September 30, 2023, are as follows:


	Level 1		Level 2		Level 3		Total
Liabilities

Derivative liabilities – convertible promissory notes	$	—	$	—	$	475,613	$	475,613

Total fair value	$	—	$	—	$	475,613	$	475,613

Inventories

Sales Taxes

Warranty

Lease Commitment

readily determinable in the Company’s lease, the incremental borrowing rate is used based on the information available at commencement date in determining the present value of lease payments.

Net Loss per Share

Conversion of outstanding warrants, stock options and convertible promissory notes at September 30, 2023 may result in an estimated 2,218,267,621 additional shares of common stock outstanding.

COVID-19

Recently Issued Accounting Pronouncements

PROPERTY AND EQUIPMENT

9 Months Ended

Sep. 30, 2023

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT

NOTE 3.PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of:


	September 30,		December 31,
	2023		2022
Building	$	—	$	875,000
Tooling		149,705		—
Furniture and equipment		24,987		24,987
		174,692		899,987
Less: accumulated depreciation and amortization		(24,987)		(194,518)
	$	149,705	$	705,469

On March 15, 2023, the Company entered into an agreement to sell the building of its principal offices at a purchase price of $2 million and net proceeds of $1,363,818, upon repayment in full of the Company’s bank debt. The sale resulted in a realized gain of $1,193,676, which has been recorded as other income on the accompanying statement of operations.

NOTES PAYABLE

9 Months Ended

Sep. 30, 2023

NOTES PAYABLE

NOTES PAYABLE

NOTE 4.NOTES PAYABLE

Convertible Promissory Notes

The aggregate of convertible promissory notes is as follows:


	September 30,		December 31,
Convertible promissory notes	2023		2022
Principal balance	$	1,393,601	$	1,680,774
Debt discount balance		—		(375,865)
Net Notes balance	$	1,393,601	$	1,304,909

The Net Notes balance at September 30, 2023 is comprised of the following:


	Principal		Debt Discount		Net
Pre 2020	$	50,000	$	—	$	50,000
October 2021		73,336		—		73,336
February 2022		44,882		—		44,882
March 2022		305,500		—		305,500
August 2022		105,500		—		105,500
September 2022		814,383		—		814,383
	$	1,393,601	$	—	$	1,393,601

The Net Notes balance at December 31, 2022 is comprised of the following:


	Principal		Debt Discount		Net
Pre 2020	$	50,000	$	—	$	50,000
October 2021		73,336		—		73,336
February 2022		91,953		(7,721)		84,232
March 2022		307,500		(29,510)		277,990
July 2022		85,985		(9,443)		76,542
August 2022		176,000		(51,405)		124,595
September 2022		896,000		(277,786)		618,214
	$	1,680,774	$	(375,865)	$	1,304,909

LONG-TERM DEBT

9 Months Ended

Sep. 30, 2023

LONG-TERM DEBT

LONG-TERM DEBT

NOTE 5.LONG-TERM DEBT

Government Debt

Bank Debt

On March 15, 2023, the Company entered into an agreement to sell the building of its principal offices at a purchase price of $2 million and net proceeds of $1,363,818, upon repayment in full of the Company’s bank debt. Principal and interest totaling $524,585 were paid in conjunction with the sale. Interest expense totaled $0 and $6,728 for the three months ended September 30,2023 and 2022, respectively. Interest expense totaled $12,802 and $20,224 for the nine months ended September 30, 2023 and 2022, respectively.

DERIVATIVE LIABILITIES

9 Months Ended

Sep. 30, 2023

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES

NOTE 6.DERIVATIVE LIABILITIES


Fair value- December 31, 2022	$	—
Derivative liabilities in conjunction with convertible promissory note defaults		491,846
Conversion of convertible promissory notes		(80,122)
Change in fair value of derivative liabilities		63,889
Fair value- September 30, 2023	$	475,613

The fair value of the derivative liabilities – convertible promissory notes is estimated using a Lattice pricing model with the following assumptions:


	2023
Market value of common stock		$0.0007-$0.005
Expected volatility		99.5-145.6	%
Expected term (in years)		0.5-1.0
Risk-free interest rate		4.37-5.23	%

RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 7.RELATED PARTY TRANSACTIONS

STOCKHOLDERS' DEFICIT

9 Months Ended

Sep. 30, 2023

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT

NOTE 8.STOCKHOLDERS’ DEFICIT

In January 2023, the Company issued one share of Series B Preferred stock to the Company’s CEO. See Note 7.

In January 2023, the Company issued 3,000,000 shares of common stock granted and accrued at December 31, 2022 under the Company’s Employee and Consultant Stock Ownership Plan.

In February 2023, 2,000,000 shares to be issued in conjunction with anti-dilution provisions of a third -party consulting agreement were settled for a cash payment totaling $12,000.

In February 2023, the Company issued 46,102,156 shares of common stock as part of the June 2022 convertible notes payable settlement.

In March 2023, the Company issued 18,000,000 shares of common stock in conjunction with the cashless exercise of 24,000,000 warrants by convertible note holders.

On May 8, 2023, the Company issued 4,075,000 shares related to reset adjustments of prior warrant and convertible note payable conversions. See Notes 4 and Note 9.

STOCK OPTIONS AND WARRANTS

9 Months Ended

Sep. 30, 2023

STOCK OPTIONS AND WARRANTS

STOCK OPTIONS AND WARRANTS

NOTE 9.STOCK OPTIONS AND WARRANTS

Stock Options

No options were granted during the nine months ended September 30, 2023.

Warrants


Fair Value of Common Share	$	0.006-0.009
Exercise Price	$	0.00102-0.025
Risk Free Rate		3.92-4.94	%
Expected Life (Yrs.)		5.0
Volatility		130.0-145.3	%

The fair value of the warrants of $263,476 has been recorded as interest expense.

The following table summarizes the information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable at September 30, 2023:


Date Issued	Exercise Price		Number Outstanding	Expiration Date
December 1, 2018	$	0.00102	170,898		December 1, 2023
May 1, 2020	$	0.52	100,000		May 1, 2025
October 1, 2021	$	0.025	9,000,000		October 1, 2026
October 17, 2021	$	0.025	450,000		October 17, 2024
August 10, 2022, 2022	$	0.00102	3,336,843		August 10, 2027
September 29, 2022, 2022	$	0.00102	2,780,690		September 29,2027
February 11, 2023	$	0.00102	500,000		February 11, 2028
March 10, 2023	$	0.00102	12,500,000		March 10, 2028
September 15, 2023	$	0.00102	148,000,000		September 15, 2026
			176,838,431

The following table summarizes the information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable at December 31, 2022:


Date Issued	Exercise Price		Number Outstanding	Expiration Date
December 1, 2018	$	0.01	170,000		December 1, 2023
May 1, 2020	$	0.52	100,000		May 1, 2025
October 1, 2021	$	0.025	9,000,000		October 1, 2026
October 17, 2021	$	0.01	450,000		October 17, 2024
August 10, 2022	$	0.01	3,336,843		August 10, 2027
September 15, 2022	$	0.01	12,000,000		September 15, 2025
September 29, 2022	$	0.01	2,780,690		September 29, 2027
			27,837,533

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2023

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 10.COMMITMENTS AND CONTINGENCIES

Commitments

Contingencies

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 11.SUBSEQUENT EVENTS

In October 2023, a shareholder cancelled 8,380,546 shares for no consideration.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Financial Instruments and Concentrations of Business and Credit Risk

Significant customer sales as a percentage of total sales are as follows:


	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER30,
	2023		2022		2023		2022
Customer A	23.7	%	26.1	%	19.9	%	22.0	%
Customer B	12.9	%	13.7	%	11.3	%	15.2	%


	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER 30,
	2023		2022		2023		2022
Supplier A	40.2	%	—		24.7	%	45.8	%
Supplier B	—		20.3	%	—		15.0	%
Supplier C	—		64.2	%	—		23.8	%
Supplier D	—		—		67.5	%	—
Supplier E	16.1	%	—		—		—
Supplier F	43.8	%	—		—		—

Disclosure of Fair Value

●

Cash and cash equivalents are carried at cost, which approximates fair value.

●

The carrying amounts of receivables approximate fair value due to their short-term maturities.

●

The carrying amounts of payables approximate fair value due to their short-term maturities.

●

Derivative liabilities are adjusted to fair value utilizing the Lattice method

Asset and liabilities measured and reported at fair value are classified and disclosed in one of the following categories based on inputs:

Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date

The following table presents changes during the nine months ended September 30, 2023 in Level 3 liabilities measured at fair value on a recurring basis:


Fair value- December 31, 2022	$	—
Derivative liabilities in conjunction with convertible promissory note defaults		491,846
Conversion of convertible promissory notes		(80,122)
Change in fair value of derivative liabilities		63,889
Fair value- September 30, 2023	$	475,613

The levels of the fair value hierarchy into which the Company’s assets and liabilities fall as of September 30, 2023, are as follows:


	Level 1		Level 2		Level 3		Total
Liabilities

Derivative liabilities – convertible promissory notes	$	—	$	—	$	475,613	$	475,613

Total fair value	$	—	$	—	$	475,613	$	475,613

Lease Commitment

readily determinable in the Company’s lease, the incremental borrowing rate is used based on the information available at commencement date in determining the present value of lease payments.

Net Loss per Share

Conversion of outstanding warrants, stock options and convertible promissory notes at September 30, 2023 may result in an estimated 2,218,267,621 additional shares of common stock outstanding.

COVID-19

Recently Issued Accounting Pronouncements

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of significant customer sales as a percentage of total sales


	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER30,
	2023		2022		2023		2022
Customer A	23.7	%	26.1	%	19.9	%	22.0	%
Customer B	12.9	%	13.7	%	11.3	%	15.2	%

Schedules of supplier purchases as percentage of total inventory purchases


	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER 30,
	2023		2022		2023		2022
Supplier A	40.2	%	—		24.7	%	45.8	%
Supplier B	—		20.3	%	—		15.0	%
Supplier C	—		64.2	%	—		23.8	%
Supplier D	—		—		67.5	%	—
Supplier E	16.1	%	—		—		—
Supplier F	43.8	%	—		—		—

Schedule of level 3 liabilities measured at fair value on a recurring basis


Fair value- December 31, 2022	$	—
Derivative liabilities in conjunction with convertible promissory note defaults		491,846
Conversion of convertible promissory notes		(80,122)
Change in fair value of derivative liabilities		63,889
Fair value- September 30, 2023	$	475,613

Schedule of fair value hierarchy of assets and liabilities


	Level 1		Level 2		Level 3		Total
Liabilities

Derivative liabilities – convertible promissory notes	$	—	$	—	$	475,613	$	475,613

Total fair value	$	—	$	—	$	475,613	$	475,613

PROPERTY AND EQUIPMENT (Tables)

9 Months Ended

Sep. 30, 2023

PROPERTY AND EQUIPMENT

Schedule of property and equipment


	September 30,		December 31,
	2023		2022
Building	$	—	$	875,000
Tooling		149,705		—
Furniture and equipment		24,987		24,987
		174,692		899,987
Less: accumulated depreciation and amortization		(24,987)		(194,518)
	$	149,705	$	705,469

NOTES PAYABLE (Tables)

9 Months Ended

Sep. 30, 2023

NOTES PAYABLE

Schedule of convertible promissory note


	September 30,		December 31,
Convertible promissory notes	2023		2022
Principal balance	$	1,393,601	$	1,680,774
Debt discount balance		—		(375,865)
Net Notes balance	$	1,393,601	$	1,304,909

The Net Notes balance at September 30, 2023 is comprised of the following:


	Principal		Debt Discount		Net
Pre 2020	$	50,000	$	—	$	50,000
October 2021		73,336		—		73,336
February 2022		44,882		—		44,882
March 2022		305,500		—		305,500
August 2022		105,500		—		105,500
September 2022		814,383		—		814,383
	$	1,393,601	$	—	$	1,393,601

The Net Notes balance at December 31, 2022 is comprised of the following:


	Principal		Debt Discount		Net
Pre 2020	$	50,000	$	—	$	50,000
October 2021		73,336		—		73,336
February 2022		91,953		(7,721)		84,232
March 2022		307,500		(29,510)		277,990
July 2022		85,985		(9,443)		76,542
August 2022		176,000		(51,405)		124,595
September 2022		896,000		(277,786)		618,214
	$	1,680,774	$	(375,865)	$	1,304,909

DERIVATIVE LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2023

DERIVATIVE LIABILITIES

Schedule of fair value of derivative liabilities


Fair value- December 31, 2022	$	—
Derivative liabilities in conjunction with convertible promissory note defaults		491,846
Conversion of convertible promissory notes		(80,122)
Change in fair value of derivative liabilities		63,889
Fair value- September 30, 2023	$	475,613

Schedule of fair value of the derivative liabilities - convertible promissory notes


	2023
Market value of common stock		$0.0007-$0.005
Expected volatility		99.5-145.6	%
Expected term (in years)		0.5-1.0
Risk-free interest rate		4.37-5.23	%

STOCK OPTIONS AND WARRANTS (Tables)

9 Months Ended

Sep. 30, 2023

Summary of outstanding warrants to purchase common stock

The following table summarizes the information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable at September 30, 2023:


Date Issued	Exercise Price		Number Outstanding	Expiration Date
December 1, 2018	$	0.00102	170,898		December 1, 2023
May 1, 2020	$	0.52	100,000		May 1, 2025
October 1, 2021	$	0.025	9,000,000		October 1, 2026
October 17, 2021	$	0.025	450,000		October 17, 2024
August 10, 2022, 2022	$	0.00102	3,336,843		August 10, 2027
September 29, 2022, 2022	$	0.00102	2,780,690		September 29,2027
February 11, 2023	$	0.00102	500,000		February 11, 2028
March 10, 2023	$	0.00102	12,500,000		March 10, 2028
September 15, 2023	$	0.00102	148,000,000		September 15, 2026
			176,838,431

The following table summarizes the information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable at December 31, 2022:


Date Issued	Exercise Price		Number Outstanding	Expiration Date
December 1, 2018	$	0.01	170,000		December 1, 2023
May 1, 2020	$	0.52	100,000		May 1, 2025
October 1, 2021	$	0.025	9,000,000		October 1, 2026
October 17, 2021	$	0.01	450,000		October 17, 2024
August 10, 2022	$	0.01	3,336,843		August 10, 2027
September 15, 2022	$	0.01	12,000,000		September 15, 2025
September 29, 2022	$	0.01	2,780,690		September 29, 2027
			27,837,533

Black-Scholes model and recorded warrants as reduction of note included debt discount balance

Summary of assumptions used in the determination of the fair value of the warrant


Fair Value of Common Share	$	0.006-0.009
Exercise Price	$	0.00102-0.025
Risk Free Rate		3.92-4.94	%
Expected Life (Yrs.)		5.0
Volatility		130.0-145.3	%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Going Concern (Details) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accumulated net losses	$ 23,400,000
Cash used in operating activities	(1,366,445)	$ (740,238)
Working capital deficit	$ 2,547,831

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Right of return period	30 days
Sales returns allowance	$ 6,990	$ 6,990
Customer deposits	$ 130,100	217,588
Initial warranty period	3 years
Deferred revenue	$ 21,428	$ 23,313
Minimum
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Extended warranty period	1 year
Maximum
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Extended warranty period	3 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Financial Instruments and Concentrations of Business and Credit Risk (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Amount due from customers	$ 12,542		$ 12,542		$ 13,342
Due from customers	0		0		0
Customer deposits	130,100		130,100		217,588
Customer deposits on hand	$ 60,100		$ 60,100		73,385
Net Sales \| Customer A \| Customer concentration
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration risk percentage	23.70%	26.10%	19.90%	22.00%
Net Sales \| Customer B \| Customer concentration
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration risk percentage	12.90%	13.70%	11.30%	15.20%
Net purchase \| Supplier concentrations
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Amount due to suppliers	$ 0		$ 0		$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Supplier Purchases as a Percentage of Total Inventory Purchases (Details) - Purchases - Supplier concentrations	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Supplier A
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration risk percentage	40.20%		24.70%	45.80%
Supplier B
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration risk percentage		20.30%		15.00%
Supplier C
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration risk percentage		64.20%		23.80%
Supplier D
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration risk percentage			67.50%
Supplier E
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration risk percentage	16.10%
Supplier F
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Concentration risk percentage	43.80%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional information (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Default penalties accrued	$ 50,000	$ 390,000
Sales tax payable	61,000	$ 61,000	$ 61,000
Standard warranty period		3 years
Warranty liability	$ 16,367	$ 16,367	$ 12,679
Variable lease cost		$ 0
Additional shares of common stock outstanding		2,218,267,621
Other expense
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Default penalties accrued		$ 390,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in Level 3 liabilities measured at fair value on a recurring basis (Details)	9 Months Ended
	Sep. 30, 2023 USD ($)
Liabilities measured at fair value on a recurring basis
Fair value, Beginning balance	$ 0
Derivative liabilities in conjunction with convertible promissory note defaults	491,846
Conversion of convertible promissory notes	(80,122)
Change in fair value of derivative liabilities	$ 63,889
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Change In Fair Value Of Derivative Liabilities
Fair value, Ending balance	$ 475,613

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Disclosure of Fair Value (Details)	Sep. 30, 2023 USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Derivative liabilities- convertible promissory notes	$ 475,613
Total fair value	475,613
Level 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Derivative liabilities- convertible promissory notes	0
Total fair value	0
Level 2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Derivative liabilities- convertible promissory notes	0
Total fair value	0
Level 3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Derivative liabilities- convertible promissory notes	475,613
Total fair value	$ 475,613

PROPERTY AND EQUIPMENT - Summary of Property and Equipment (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
PROPERTY AND EQUIPMENT
Total	$ 174,692	$ 899,987
Less: accumulated depreciation and amortization	(24,987)	(194,518)
Property and equipment	149,705	705,469
Building
PROPERTY AND EQUIPMENT
Total		875,000
Tooling
PROPERTY AND EQUIPMENT
Total	149,705
Furniture and equipment
PROPERTY AND EQUIPMENT
Total	$ 24,987	$ 24,987

PROPERTY AND EQUIPMENT - Additional Information (Details) - USD ($)		3 Months Ended		9 Months Ended
	Mar. 15, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
PROPERTY AND EQUIPMENT
Sale of property and equipment				$ 1,894,588
Gain on sale of fixed asset				1,193,676
Depreciation and amortization expense		$ 0	$ 5,469	$ 4,557	$ 16,406
Bank debt \| Building
PROPERTY AND EQUIPMENT
Proceeds from sale of building	$ 2,000,000
Sale of property and equipment	$ 1,363,818

NOTES PAYABLE - Convertible promissory notes (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
NOTES PAYABLE
Principal balance	$ 1,393,601	$ 1,680,774
Debt discount balance		(375,865)
Net Notes balance	$ 1,393,601	$ 1,304,909

NOTES PAYABLE - Net Notes balance (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
NOTES PAYABLE
Principal	$ 1,393,601	$ 1,680,774
Debt discount balance		(375,865)
Net	1,393,601	1,304,909
Pre 2020
NOTES PAYABLE
Principal	50,000	50,000
Net	50,000	50,000
October 2021
NOTES PAYABLE
Principal	73,336	73,336
Net	73,336	73,336
February 2022
NOTES PAYABLE
Principal	44,882	91,953
Debt discount balance		(7,721)
Net	44,882	84,232
March 2022
NOTES PAYABLE
Principal	305,500	307,500
Debt discount balance		(29,510)
Net	305,500	277,990
July 2022
NOTES PAYABLE
Principal		85,985
Debt discount balance		(9,443)
Net		76,542
August 2022
NOTES PAYABLE
Principal	105,500	176,000
Debt discount balance		(51,405)
Net	105,500	124,595
September 2022
NOTES PAYABLE
Principal	814,383	896,000
Debt discount balance		(277,786)
Net	$ 814,383	$ 618,214

NOTES PAYABLE - Additional Information (Details) - USD ($)							1 Months Ended	3 Months Ended	9 Months Ended
	May 08, 2023	Sep. 15, 2022	Aug. 08, 2022	Mar. 10, 2022	Feb. 11, 2022	Oct. 13, 2021	May 31, 2023	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2022
NOTES PAYABLE
Default penalties accrued								$ 50,000	$ 390,000
Other expense
NOTES PAYABLE
Default penalties accrued									$ 390,000
Convertible promissory notes
NOTES PAYABLE
Principal and interest due amount		$ 854,304	$ 133,717	$ 317,562	$ 49,752	$ 84,636
Accrued and default interest on payment (as a percent)								125.00%	125.00%
Legal fees payment (as a percent)								150.00%	150.00%
Converted of principal amount									$ 201,188
Interest and fees amount converted									$ 154,974
Shares issued upon conversion	4,075,000						3,700,000		175,543,171
Conversion price per share (in dollars per share)							$ 0.015
Convertible promissory notes \| Trigger warrants
NOTES PAYABLE
Conversion price per share (in dollars per share)										$ 0.01
Convertible promissory notes \| Maximum
NOTES PAYABLE
Conversion price per share (in dollars per share)								$ 0.01	$ 0.01
Convertible promissory notes \| Minimum
NOTES PAYABLE
Conversion price per share (in dollars per share)								$ 0.00102	$ 0.00102

LONG-TERM DEBT (Details) - USD ($)		1 Months Ended		3 Months Ended		9 Months Ended
LONG-TERM DEBT (Details) - USD ($)	Mar. 15, 2023	Jun. 30, 2020	Sep. 30, 2015	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
LONG-TERM DEBT
Net proceeds						$ 1,894,588
Bank debt
LONG-TERM DEBT
Payment of principal and interest	$ 524,585
Interest expenses				$ 0	$ 6,728	12,802	$ 20,224
Bank debt \| Building
LONG-TERM DEBT
Purchase price	2,000,000
Net proceeds	$ 1,363,818
Government Debt
LONG-TERM DEBT
Proceeds from issuance of long-term debt		$ 150,000
Interest rate (as a percent)		3.75%
Debt instrument deferment period		30 months
Payment of principal and interest		$ 731
Interest expenses				1,418	$ 1,462	4,207	$ 4,385
Bank Debt
LONG-TERM DEBT
Outstanding balance of debt			$ 700,000
Net principal balance outstanding				$ 0		$ 0		$ 551,525
Bank Debt \| First Year
LONG-TERM DEBT
Interest rate (as a percent)			1.99%
Payment of principal and interest			$ 3,547
Bank Debt \| Subsequent period
LONG-TERM DEBT
Interest rate (as a percent)			4.95%
Payment of principal and interest			$ 4,574

DERIVATIVE LIABILITIES - Fair value of derivative liability (Details)	9 Months Ended
	Sep. 30, 2023 USD ($)
DERIVATIVE LIABILITIES
Fair value, Beginning balance	$ 0
Derivative liabilities in conjunction with convertible promissory note defaults	491,846
Conversion of convertible promissory notes	(80,122)
Change in fair value of derivative liabilities	$ 63,889
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Change in fair value of derivative liabilities
Fair value, Ending balance	$ 475,613

DERIVATIVE LIABILITIES - Lattice pricing (Details)	Sep. 30, 2023 $ / shares Y
Minimum \| Market value of common stock
DERIVATIVE LIABILITIES
Derivative liability, measurement input \| $ / shares	0.0007
Minimum \| Expected volatility
DERIVATIVE LIABILITIES
Derivative liability, measurement input	0.995
Minimum \| Expected term (in years)
DERIVATIVE LIABILITIES
Derivative liability, measurement input \| Y	0.5
Minimum \| Risk-free interest rate
DERIVATIVE LIABILITIES
Derivative liability, measurement input	0.0437
Maximum \| Market value of common stock
DERIVATIVE LIABILITIES
Derivative liability, measurement input \| $ / shares	0.005
Maximum \| Expected volatility
DERIVATIVE LIABILITIES
Derivative liability, measurement input	1.456
Maximum \| Expected term (in years)
DERIVATIVE LIABILITIES
Derivative liability, measurement input \| Y	1.0
Maximum \| Risk-free interest rate
DERIVATIVE LIABILITIES
Derivative liability, measurement input	0.0523

RELATED PARTY TRANSACTIONS (Details) - USD ($)			1 Months Ended			3 Months Ended				9 Months Ended
RELATED PARTY TRANSACTIONS (Details) - USD ($)	Jul. 15, 2023	Jul. 14, 2023	Jun. 30, 2023	Feb. 28, 2023	Jan. 31, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
RELATED PARTY TRANSACTIONS
Number of compensation shares of common stock				2,000,000
Common stock, per share										$ 0.00001		$ 0.00001
Value of compensation expenses						$ 315,000	$ 68,000	$ 45,000	$ 356,900
Consulting agreement \| Advisor and director \| Employee and consultant stock ownership plan
RELATED PARTY TRANSACTIONS
Consulting term agreement				1 year
Number of compensation shares of common stock				35,000,000
Common stock, per share				$ 0.01
Selling, general and administrative expenses
RELATED PARTY TRANSACTIONS
Compensation expense					$ 400,000
Value of compensation expenses				$ 315,000
Related party
RELATED PARTY TRANSACTIONS
Compensation fee per month											$ 0
Related party \| Employee
RELATED PARTY TRANSACTIONS
Compensation fee per month as board of director fee										$ 5,000
Related party \| Advisor and director
RELATED PARTY TRANSACTIONS
Compensation fee per month as board of director fee										5,000
CEO
RELATED PARTY TRANSACTIONS
Additional bonus paid										10,000	$ 91,099
Salary	$ 265,000	$ 365,000
Accrued salary										$ 14,154
Percentage of discount when accrued salary converts to shares										10.00%
Royalty fee percentage			8.00%
CEO \| Series B Preferred Stock
RELATED PARTY TRANSACTIONS
Number of shares issued					1

STOCKHOLDERS' DEFICIT (Details) - USD ($)		1 Months Ended				3 Months Ended				9 Months Ended
STOCKHOLDERS' DEFICIT (Details) - USD ($)	May 08, 2023	May 31, 2023	Mar. 31, 2023	Feb. 28, 2023	Jan. 31, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
STOCKHOLDERS' DEFICIT
Granted and accrued										0
Common stock, shares authorized										1,999,000,000		999,000,000
Issuance of common stock for cash -net				$ 12,000							$ 42,766
Common stock, par value (in dollars per share)										$ 0.00001		$ 0.00001
Number of compensation shares of common stock				2,000,000
Series B Preferred Stock \| CEO
STOCKHOLDERS' DEFICIT
Number of shares issued					1
Minimum
STOCKHOLDERS' DEFICIT
Common stock, shares authorized					999,000,000
Maximum
STOCKHOLDERS' DEFICIT
Common stock, shares authorized					1,999,000,000
Common Stock
STOCKHOLDERS' DEFICIT
Number of compensation shares of common stock						35,000,000	6,800,000	3,000,000	10,600,000
Convertible notes payable
STOCKHOLDERS' DEFICIT
Shares issued as a part of convertible notes payable settlement			18,000,000
Cashless exercise of warrants			24,000,000
Shares issued upon conversion	4,075,000	3,700,000								175,543,171
Debt conversion, original debt, principal amount										$ 201,188
Interest and fees amount converted										$ 154,974
Conversion price per share (in dollars per share)		$ 0.015
Convertible notes payable \| Minimum
STOCKHOLDERS' DEFICIT
Conversion price per share (in dollars per share)										$ 0.00102
Convertible notes payable \| Maximum
STOCKHOLDERS' DEFICIT
Conversion price per share (in dollars per share)										$ 0.01
Convertible notes payable \| Common Stock
STOCKHOLDERS' DEFICIT
Shares issued as a part of convertible notes payable settlement				46,102,156
Convertible promissory note
STOCKHOLDERS' DEFICIT
Shares issued as a part of convertible notes payable settlement										173,000,000
Employee and consultant stock ownership plan
STOCKHOLDERS' DEFICIT
Granted and accrued					3,000,000
Employee and consultant stock ownership plan \| Advisor and director \| Consulting agreement
STOCKHOLDERS' DEFICIT
Consulting term agreement				1 year
Common stock, par value (in dollars per share)				$ 0.01
Number of compensation shares of common stock				35,000,000

STOCK OPTIONS AND WARRANTS (Details) - USD ($)	9 Months Ended	12 Months Ended
STOCK OPTIONS AND WARRANTS (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2017
STOCK OPTIONS AND WARRANTS
Number of shares authorized to be issued under the Plan		50,000,000
Term of the awards granted		10 years
Number of stock options granted	0
Number of shares issued by warrants	173,000,000
Fair value of warrant	$ 263,476
Warrant reset	$ 3,461
Minimum
STOCK OPTIONS AND WARRANTS
Warrants exercise price	$ 0.01
Maximum
STOCK OPTIONS AND WARRANTS
Warrants exercise price	$ 0.025

STOCK OPTIONS AND WARRANTS - Fair value of the warrant awarded (Details)	Sep. 30, 2023 $ / shares Y shares	Dec. 31, 2022 $ / shares shares
STOCK OPTIONS AND WARRANTS
Number Outstanding \| shares	176,838,431	27,837,533
Minimum
STOCK OPTIONS AND WARRANTS
Warrants exercise price	$ 0.01
Maximum
STOCK OPTIONS AND WARRANTS
Warrants exercise price	0.025
Exercise Price 0.025
STOCK OPTIONS AND WARRANTS
Warrants exercise price	$ 0.025	$ 0.025
Number Outstanding \| shares	9,000,000
Exercise Price 0.52
STOCK OPTIONS AND WARRANTS
Warrants exercise price	$ 0.52	$ 0.52
Number Outstanding \| shares	100,000	100,000
Exercise price 0.025 Two
STOCK OPTIONS AND WARRANTS
Warrants exercise price	$ 0.025
Number Outstanding \| shares	450,000	9,000,000
Exercise price 0.00102
STOCK OPTIONS AND WARRANTS
Warrants exercise price	$ 0.00102
Number Outstanding \| shares	170,898
Exercise price 0.00102 One
STOCK OPTIONS AND WARRANTS
Warrants exercise price	$ 0.00102
Number Outstanding \| shares	3,336,843
Exercise price 0.00102 Two
STOCK OPTIONS AND WARRANTS
Warrants exercise price	$ 0.00102
Number Outstanding \| shares	2,780,690
Exercise price 0.00102 Three
STOCK OPTIONS AND WARRANTS
Warrants exercise price	$ 0.00102
Number Outstanding \| shares	500,000
Exercise price 0.00102 Four
STOCK OPTIONS AND WARRANTS
Warrants exercise price	$ 0.00102
Number Outstanding \| shares	12,500,000
Exercise price 0.00102 Five
STOCK OPTIONS AND WARRANTS
Warrants exercise price	$ 0.00102
Number Outstanding \| shares	148,000,000
Exercise price 0.01
STOCK OPTIONS AND WARRANTS
Warrants exercise price		$ 0.01
Number Outstanding \| shares		170,000
Exercise price 0.01 One
STOCK OPTIONS AND WARRANTS
Warrants exercise price		$ 0.01
Number Outstanding \| shares		450,000
Exercise price 0.01 Two
STOCK OPTIONS AND WARRANTS
Warrants exercise price		$ 0.01
Number Outstanding \| shares		3,336,843
Exercise price 0.01 Three
STOCK OPTIONS AND WARRANTS
Warrants exercise price		$ 0.01
Number Outstanding \| shares		12,000,000
Exercise price 0.01 Four
STOCK OPTIONS AND WARRANTS
Warrants exercise price		$ 0.01
Number Outstanding \| shares		2,780,690
Black-Scholes model and recorded warrants as reduction of note included debt discount balance \| Fair Value of Common Share \| Minimum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	0.006
Black-Scholes model and recorded warrants as reduction of note included debt discount balance \| Fair Value of Common Share \| Maximum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	0.009
Black-Scholes model and recorded warrants as reduction of note included debt discount balance \| Exercise Price \| Minimum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	0.00102
Black-Scholes model and recorded warrants as reduction of note included debt discount balance \| Exercise Price \| Maximum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	0.025
Black-Scholes model and recorded warrants as reduction of note included debt discount balance \| Risk Free Rate \| Minimum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	0.0392
Black-Scholes model and recorded warrants as reduction of note included debt discount balance \| Risk Free Rate \| Maximum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	0.0494
Black-Scholes model and recorded warrants as reduction of note included debt discount balance \| Expected Life (Yrs)
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input \| Y	5.0
Black-Scholes model and recorded warrants as reduction of note included debt discount balance \| Volatility \| Minimum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	1.300
Black-Scholes model and recorded warrants as reduction of note included debt discount balance \| Volatility \| Maximum
STOCK OPTIONS AND WARRANTS
Warrants and rights outstanding, measurement input	1.453

COMMITMENTS AND CONTINGENCIES (Details)	1 Months Ended	3 Months Ended	9 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Sep. 30, 2023 USD ($) item	Sep. 30, 2023 USD ($) item	Sep. 30, 2023 USD ($) item
COMMITMENTS AND CONTINGENCIES
Commitment for product development			$ 300,000
Amount for product development paid			$ 150,000
Expected milestone term (in months)			12 months
Base rent per month	$ 5,280
Renewal term (in years)	3 years	3 years	3 years
Borrowing rate (in percent)	12.40%	12.40%	12.40%
Rent expense			$ 5,412
Number of filed pending court actions \| item	0	0	0
Estimated loss from claims	$ 5,000	$ 5,000	$ 5,000
Number of lenders with whom company have claims \| item			3
Other expense
COMMITMENTS AND CONTINGENCIES
Default penalties		$ 390,000
Convertible promissory notes \| Minimum
COMMITMENTS AND CONTINGENCIES
Interest on payment default (as a percent)	125.00%	125.00%	125.00%
Convertible promissory notes \| Maximum
COMMITMENTS AND CONTINGENCIES
Interest on payment default (as a percent)	150.00%	150.00%	150.00%