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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, 2024.

 

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

 

logo.jpg

 

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.)

 

16413 N. 91st Street, Ste. C140

 

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 19, 2024, 855,039,093 shares of common stock were outstanding.

 



 

 

 

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION

 
     

Item 1.

UNAUDITED FINANCIAL STATEMENTS:

3

     
 

BALANCE SHEETS AS OF September 30, 2024 AND DECEMBER 31, 2023

3

     
 

STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

4

     
 

STATEMENTS OF STOCKHOLDERS’ DEFICIT FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

5

     
 

STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

7

     
 

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

8

     

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

18

     

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

23

     

Item 4.

CONTROLS AND PROCEDURES

23

     

PART II. OTHER INFORMATION

25

     

Item 1.

LEGAL PROCEEDINGS

25

     

Item 1A.

RISK FACTORS

25

     

Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

25

     

Item 3.

DEFAULTS UPON SENIOR SECURITIES

44

     

Item 4.

MINE SAFETY DISCLOSURE

44

     

Item 5.

OTHER INFORMATION

44

     

Item 6.

EXHIBITS

44

     

SIGNATURES

46

 

 

2

 

 

 

ITEM 1. FINANCIAL STATEMENTS

 

ELECTROMEDICAL TECHNOLOGIES, INC.

 

BALANCE SHEETS

(UNAUDITED)

 

   

September 30, 2024

   

December 31, 2023

 

ASSETS

               

Current assets:

               

Cash and cash equivalents

  $ 34,809     $ 87,704  

Accounts receivable

    7,251       4,399  

Inventories

    24,256       68,517  

Prepaid expenses and other current assets

    239,045       288,565  

Total current assets

    305,361       449,185  

Right of use asset

    113,747       149,493  

Property and equipment, net

    149,705       149,705  

Total assets

  $ 568,813     $ 748,383  
                 

LIABILITIES AND STOCKHOLDERS DEFICIT

               
                 

Current liabilities:

               

Accounts payable

  $ 225,810     $ 239,481  

Credit cards payable

    31,780       28,097  

Accrued expenses and other current liabilities

    629,592       916,971  

Customer deposits

    764,125       197,325  

Convertible promissory notes, net of discount of $8,868 and $0, respectively

    1,391,058       1,393,601  

Lease liability, current portion

    54,989       48,745  

Derivative liabilities- convertible promissory notes

    1,258,493       532,334  

Total current liabilities

  $ 4,355,847       3,356,554  
                 

Long-term liabilities:

               

Government debt, net of current portion

    150,000       150,000  

Lease liability, net of current portion

    64,329       106,200  

Other liabilities

    3,399       8,416  

Total liabilities

    4,573,575       3,621,170  
                 

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 outstanding at September 30, 2024 and December 31, 2023

    400,000       400,000  

Common stock, $.00001 par value, 5,000,000,000 shares authorized; 725,351,276 and 463,286,208 shares outstanding at September 30, 2024 and December 31, 2023, respectively

    7,252       4,631  

Additional paid-in-capital

    24,022,415       23,827,330  

Accumulated deficit

    (28,799,429 )     (27,469,748 )

Total stockholders’ deficit

    (4,004,762 )     (2,872,787 )

Total liabilities and stockholders’ deficit

  $ 568,813     $ 748,383  

 

The accompanying notes are an integral part of these financial statements

 

3

 

 

ELECTROMEDICAL TECHNOLOGIES, INC.

 

STATEMENTS OF OPERATIONS

 

   

THREE MONTHS ENDED SEPTEMBER 30,

   

NINE MONTHS ENDED SEPTEMBER 30,

 
   

2024

   

2023

   

2024

   

2023

 

Net sales

  $ 42,526     $ 323,613     $ 570,415       997,213  
                                 

Cost of sales

    11,881       72,437       149,128       222,652  
                                 

Gross profit

    30,645       251,176       421,287       774,561  
                                 

Selling, general and administrative expenses

    411,683       490,205       1,209,046       2,616,531  
                                 

Loss from operations

    (381,038 )     (239,029 )     (787,759 )     (1,841,970 )
                                 

Other income (expense)

                               

Interest expense

    (54,914 )     (162,121 )     (172,535 )     (834,809 )

Gain on sale of fixed asset

    -       -       -       1,193,676  

Change in fair value of derivative liabilities

    (338,698 )     63,069       (677,633 )     (63,889 )

Gain (loss) on derivative liabilities

    46,486       11,361       (28,705 )     (355,597 )

Other income (expense)

    3,521       (50,000 )     336,951       (390,000 )

Total other income (expense)

    (343,605 )     (137,691 )     (541,922 )     (450,619 )
                                 

Net loss

  $ (724,643 )   $ (376,720 )   $ (1,329,681 )     (2,292,589 )

Deemed dividend related to warrant resets

                               

Net loss attributable to common stockholders

  $ (724,643 )   $ (376,720 )   $ (1,329,681 )     (2,292,589 )
                                 

Weighted average shares outstanding – basic and diluted

    681,000,979       466,219,492       571,229,584       348,089,518  
                                 

Weighted average loss per share – basic and diluted

  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.01 )

 

The accompanying notes are an integral part of these financial statements

 

4

 

 

 

ELECTROMEDICAL TECHNOLOGIES, INC.

 

STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

(UNAUDITED)

 

   

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, 2023

  $ 365,000       1,000,000     $ 400,000       1     $ 4,631       463,286,208     $ 23,827,330     $ (27,469,748 )   $ (2,872,787 )
                                                                         
                                                                         

Conversion of convertible promissory notes, accrued interest and derivative liabilities

                            232       23,196,579       20,645             20,877  
                                                                         

Net loss

                                              (836,274 )     (836,274 )
                                                                         

Balance, March 31, 2024

  $ 365,000       1,000,000     $ 400,000       1     $ 4,863       486,482,787     $ 23,847,975     $ (28,306,022 )   $ (3,688,184 )
                                                                         

Conversion of convertible promissory notes, accrued interest and derivative liabilities

                            796       79,629,143       56,207             57,003  
                                                                         

Net income

                                              231,236       231,236  
                                                                         

Balance, June 30, 2024

  $ 365,000       1,000,000     $ 400,000       1     $ 5,659       566,111,930     $ 23,904,182     $ (28,074,786 )   $ (3,399,945 )
                                                                         

Conversion of convertible promissory notes

                            1,443       144,239,346       107,883             109,326  
                                                                         

Shares issued for consulting services

                            150       15,000,000       10,350             10,500  
                                                                         

Net loss

                                              (724,643 )     (724,643 )
                                                                         

Balance, September 30, 2024

  $ 365,000       1,000,000     $ 400,000       1     $ 7,252       725,351,276     $ 24,022,415     $ (28,799,429 )   $ (4,004,762 )

 

The accompanying notes are an integral part of these financial statements

 

5

 

 

ELECTROMEDICAL TECHNOLOGIES, INC.

 

STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

(UNAUDITED)

 

   

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 )

 

6

 

 

ELECTROMEDICAL TECHNOLOGIES, INC.

 

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30,

(UNAUDITED)

 

   

2024

   

2023

 

Cash flows from operating activities:

               

Net loss

  $ (1,329,681 )   $ (2,292,589 )

Adjustments to reconcile net loss to net cash used in operating activities:

               

Stock-based compensation expense

    10,500       715,000  

Depreciation and amortization

          4,557  

Amortization of right of use asset

    35,746       5,412  

Amortization of debt discount and warrant expense

    10,631       639,431  

Change in fair value of derivative liabilities

    677,633       63,889  

Loss on derivatives

    28,705       355,597  

Gain on sale of fixed assets

          (1,193,676 )

Other

    752       876  

Change in operating assets and liabilities:

               

Accounts receivable

    (2,852 )     244  

Inventories

    44,261       (69,249 )

Prepaid expenses and other current assets

    49,520       (56,145 )

Accounts payable

    (13,671 )     10,970  

Credit cards payable

    3,683       (10,503 )

Accrued expenses and other current liabilities

    (126,663 )     547,319  

Customer deposits

    566,800       (87,488 )

Lease liability

    (35,627 )      

Net cash used in operating activities

    (80,263 )     (1,366,445 )
                 

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 )

Issuance of convertible promissory notes

    130,000        

Repayments on convertible promissory notes

    (102,632 )     (85,985 )

Net cash provided by (used in) provided by financing activities

    27,368       (608,386 )
                 

Net decrease in cash and cash equivalents

    (52,895 )     (229,948 )
                 

Cash and cash equivalents, beginning of period

    87,704       368,425  
                 

Cash and cash equivalents, end of period

  $ 34,809     $ 138,477  
                 

Supplemental disclosures of cash flow information:

               

Cash paid during the period for:

               

Interest

  $ 19,599     $ 36,901  

Income taxes

  $     $  
                 

Non-cash investing and financing activities:

               
                 

Settlement of stock-based compensation liabilities

  $     $ 719,000  

Conversion of convertible promissory notes, derivatives and accrued interest into shares of common stock

  $ 187,206     $ 300,034  

Right of use asset and lease liability

  $ -     $ 164,408  

 

The accompanying notes are an integral part of these financial statements

 

7

 

 

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. We have reclassified certain amounts in prior-period financial statements to conform to the current period’s presentation. 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, 2023. The results of operations for the nine months ended September 30, 2024, 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 $25.0 million of accumulated net losses. In addition, during the nine months ended September 30, 2024, the Company used $80,263 in operations and had a working capital deficit of $3,787,034. These factors, among others, 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, 2024.

 

8

 

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 September 30, 2024 and December 31, 2023 the sales returns allowance was $2,340 and $6,990, respectively.

 

Certain larger customers pay in advance for future shipments. These advance payments totaled $764,125 and $197,325 at September 30, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, deferred revenue of $11,846 and $20,787 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 SEPTEMBER 30,

 
   

2024

   

2023

   

2024

   

2023

 

Customer A

    75.8 %     23.7 %     42.9 %     19.9 %

Customer B

          12.9 %           11.3 %

Customer C

                       

Customer E

          13.9              

 

Amounts due these customers totaled $42 at both September 30, 2024 and December 31, 2023. There were no amounts due from these customers at both September 30, 2024 and December 31, 2023. Customer deposits on hand from these customers totaled $116,250 and $70,950 at September 30 and December 31, 2023, respectively. The loss of these customers would have a significant impact on the operations and cash flows of the Company.

 

9

 

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,

 
   

2024

   

2023

   

2024

   

2023

 

Supplier A

          40.2 %     59.5 %     24.7 %

Supplier B

    45.6 %     -       10.9 %     -  

Supplier D

          -             67.5 %

Supplier E

    -       16.1 %     -       -  

Supplier F

    54.4 %     43.8 %     22.8 %      

 

There were no amounts outstanding due these suppliers at September 30, 2024 and December 31, 2023. 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.

 

10

 

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.

 

The following table presents changes during the nine months ended September 30, 2024 in Level 3 liabilities measured at fair value on a recurring basis:

 

Fair value- December 31, 2023

  $ 532,334  

Derivative liabilities in conjunction with settlement of convertible promissory notes

    165,917  

Conversion of convertible promissory notes

    (117,391 )

Change in fair value of derivative liabilities

    677,633  

Fair value- September 30, 2024

  $ 1,258,493  

 

The levels of the fair value hierarchy into which the Company’s assets and liabilities fall as of September 30, 2024, are as follows:

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

Liabilities

                               
                                 

Derivative liabilities – convertible promissory notes

  $     $     $ 1,258,493     $ 1,258,493  
                                 

Total fair value

  $     $     $ 1,258,493     $ 1,258,493  

 

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, 2024 and December 31, 2023, 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-month periods ended September 30, 2024 and 2023, were recorded on a net basis. Included in accrued expenses at both September 30, 2024 and December 31, 2023 is approximately $61,000 related to sales taxes.

 

Warranty

 

The Company warrants 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, 2024 and December 31, 2023 of $13,080 and $16,642, 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 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.

 

11

 

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, 2024, management determined that there were no variable lease costs.

 

Net earnings (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.

 

Conversion of outstanding warrants, certain accrued liabilities and convertible promissory notes at September 30, 2024 may result in an estimated 3,067,437,033 additional shares of common stock outstanding

 

COVID19

 

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.

 

 

NOTE 3.

PROPERTY AND EQUIPMENT

 

Property and equipment consisted of the following as of:

 

   

September 30,

   

December 31,

 
   

2024

   

2023

 

Building

  $     $  

Tooling

    149,705       149,705  

Furniture and equipment

    24,987       24,987  
      174,692       174,692  

Less: accumulated depreciation and amortization

    (24,987 )     (24,987 )
    $ 149,705     $ 149,705  

 

12

 

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 for the three-month periods ended September 30, 2024 and 2023. Depreciation and amortization expense related to property and equipment was $0 and $4,557 the nine months ended September 30, 2024 and 2023, 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

 

2024

   

2023

 

Principal balance

  $ 1,399,927     $ 1,393,601  

Debt discount balance

    (8,869 )      

Net Notes balance

  $ 1,391,058     $ 1,393,601  

 

The Net Notes balance at September 30, 2024 is comprised of the following:

 

   

Principal

   

Debt Discount

   

Net

 

Pre 2020

  $ 50,000     $     $ 50,000  

October 2021

    30,639             30,639  

February 2022

    8,351             8,351  

March 2022

    342,472             342,472  

August 2022

    93,000             93,000  

September 2022

    828,597             828,597  

March 2024

    46,868       (8,869 )     37,999  
    $ 1,399,927     $ (8,869 )   $ 1,391,058  

 

The Net Notes balance at December 31, 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  

 

In March and April 2024, the Company entered into settlement agreements with two of its lenders for amounts in default under the October 2021, February 2022, March 2022 and September 2022 convertible promissory notes. The settlement agreements have been accounted for as debt modifications. (See Note 6). Principal of $1,238,101 and accrued interest of $165,734 are covered by the agreements and subject to the following settlement terms:

 

 

Certain outstanding warrants are to be cancelled without consideration.

 

 

The maturity date has been extended to September 25, 2025.

 

 

Interest rate is capped at 12% per annum.

 

13

 

 

Default penalties accrued up to the settlement date are no longer due and from the effective date forward are amended to 115% from 125%. Default penalties totaling $337,000 have been reversed and recorded as other income in the Company’s statement of operations for the nine months ended September 30, 2024.

 

 

All payments will be applied first to outstanding principal and will include the note holders’ pro-rata share of $400 - $600 per unit, from futures sales of the Company’s Wellness ProPlus Infinity units.

 

 

Conversions of outstanding principal are limited to $30,000 per calendar month through December 31, 2024 and may be waived under certain conditions and after such date.

 

As of September 30, 2024, and separately, the Company is in default of a matured convertible promissory note, issued to a lender on August 8, 2022, with principal and interest due in the amounts of $93,000 and $51,099, respectively. The convertible note 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 150%. The amount of approximately $72,000 in default penalties has been accrued and is recorded in the Company’s balance sheet as of September 30, 2024 for this lender. The Company is in negotiations with the lender to reform the note in default.

 

In March 2024, the Company borrowed $149,500 in conjunction with an unsecured promissory note with an investor. Proceeds of $130,000 include an original issue discount of $19,500. An up-front interest charge at twelve percent (12%) of the principal will be added to the principal balance for an outstanding balance of $167,440 to be paid in nine monthly payments of $18,604 beginning April 15, 2024. The note matures on December 15, 2024. At any time following an event of default, the investor shall have the right, to convert all or any part of the outstanding and unpaid amount of the note into fully paid and non-assessable shares of common stock. The note may be converted at a 35% discount to trading prices during the 10 days prior to conversion.

 

 

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 $1,418 for the three months ended September 30, 2024 and 2023, respectively. Interest expense totaled $4,222 and $4,207 for the nine months ended September 30, 2024 and 2023, respectively.

 

 

NOTE 6.

DERIVATIVE LIABILITIES

 

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 March and April 2024, the Company entered into settlement agreements with two of its lenders for amounts in default under the October 2021, February 2022, March 2022 and September 2022 convertible promissory notes. The settlement agreements resulted in a net increase in derivative liabilities totaling $165,917 which has been recorded as a loss on derivative liabilities in the Company’s statement of operations.

 

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, 2024:

 

Fair value- December 31, 2023

  $ 532,334  

Derivative liabilities in conjunction with settlement of convertible promissory notes

    165,917  

Conversion of convertible promissory notes

    (117,391 )

Change in fair value of derivative liabilities

    677,633  

Fair value- September 30, 2024

  $ 1,258,493  

 

14

 

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

 

Market value of common stock

  $ 0.0005 - .0050  

Expected volatility

    99.5 - 268.0 %

Expected term (in years)

    0.25 - 1.5  

Risk-free interest rate

    4.12 - 5.21 %

 

 

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.

 

No bonus was earned by the Company’s CEO for the nine months ended September 30, 2024. The remaining $39,500 bonus accrued as of December 31, 2023, was paid as of September 30, 2024.

 

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 $89,154 has been recorded as, of which $ 22,000 was paid as of September 30, 2024. Accrued salary may be converted at any time into shares of the Company’s common stock at a discount of 25% of the market value on the date of conversion.

 

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 the advisor as board of director fees for the six months ended June 30, 2023.On July 1, 2023, the advisor resigned from the board.

 

Compensation totaling $5,000 per month has been recorded for an employee as board of director fees for the nine -month period ended September 30, 2024.

 

 

NOTE 8.

STOCKHOLDERS DEFICIT

 

On August 6, 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 1,999,000,000 to 5,000,000,000.

 

During the nine months ended September 30, 2024, holders of convertible promissory notes converted $206,276 of principal into 247,065,068 shares of common stock at $0.0005- $0.00102 per share.

 

During the nine months ended September 30, 2024, the Company issued 15,000,000 shares of common stock under its Equity Incentive Plan at $0.0007 per share. The shares were issued in connection with an agreement for financial and strategic advisory consulting services. Based on the Company’s closing price on the issuance date, the fair market value of the shares was determined to be $10,500 and has been recorded as selling, general, and administrative expense in the statement of operations.

 

 

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 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, 2024.

 

15

 

Warrants

 

As of September 30, 2024, 160,500,000 outstanding warrants were cancelled without consideration in conjunction with a settlement agreement. See Note 4.

 

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, 2024:

 

Date Issued     Exercise Price       Number Outstanding   Expiration Date

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

  $ 0.0005       3,336,843  

August 10, 2027

September 29, 2022

  $ 0.0005       2,780,690  

September 29,2027

February 11, 2023

  $ 0.0005       500,000  

February 11, 2028

              16,167,533    

 

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, 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

  $ 0.00102       3,336,843  

August 10, 2027

September 29, 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    

 

 

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 $16,236 under the current lease during both the three and nine - month periods ended September 30, 2024.

 

The following outlines the maturities of our operating lease liabilities for the periods ending June 30,

 

2025

  $ 66,243  

2026

  $ 68,231  

2027

  $ 17,183  

Total lease payments

  $ 151,657  

Less imputed interest

  $ (20,095 )
         

Total

  $ 131,562  

 

16

 

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.

 

As of September 30, 2024, the Company is in default of a matured convertible promissory note, issued to a lender on August 8, 2022, with principal and interest due in the amounts of $93,000 and $51,099, respectively. See Note 4.

 

 

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.

 

As of November 19, 2024, holders of convertible promissory notes converted $60,000 of principal into 120,000,000 shares of common stock at $0.0005 per share.

 

17

 

 

ITEM 2.  MANAGEMENTS 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 on 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 $25.0 million of accumulated net losses. In addition, during the nine months ended September 30, 2024, the Company used $49,434 in operations and had a working capital deficit of $3,787,034. These factors, among others, 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.

 

18

 

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, 2024.

 

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,

 

   

2024

   

2023

 

Net Sales

  $ 42,526     $ 323,613  

Cost of goods sold

    11,881       72,437  

Gross profit

    30,645       251,176  

Operating Expenses

    411,683       490,205  
                 

Loss from operations

    (381,038 )     (239,029 )

Other income (expense)

    (343,605 )     (137,691 )

Net income (loss)

  $ (724,643 )   $ (376,720 )

 

Operating Results

 

July 1, 2024 through September 30, 2024 Compared to July 1, 2023 through September 30, 2023

 

Our sales totaled $42,526 for the three months ended September 30, 2024 and $323,613 for the three months ended September 30, 2023, a decrease of $281,087 or 87%. The decrease is primarily related to a decrease in units sold. Unit sales have decreased as the Company winds down the sale of its current product leading up to the introduction of the new Wellness Pro Infinity. In June 2024, the Company initiated its exchange program, allowing current customers to submit deposits for the new Wellness Pro Infinity. Deposits totaling $764,125 have been collected as of September 30, 2024 for the new product.

 

Cost of sales and gross margins for the three months ended September 30, 2024, and for the three months ended September 30, 2023 were $11,881 and 72% and $72,437 and 78%, 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:

 

   

2024

   

2023

   

Change

 

Marketing

  $ 350     $ 825     $ (475 )

Commissions

    -       31,300       (31,300 )

Payroll related

    211,690       226,142       (6,951 )

Consulting and professional fees

    135,401       115,535       19,866  

Other operating expenses

    64,242       116,403       (59,662 )
    $ 411,683     $ 490,205     $ (78,522 )

 

19

 

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 $411,683 for the three months ended September 30, 2024 and $490,205 for the three months ended September 30, 2023, a decrease of $78,522 or about 16%. The change is primarily due to decreases in other operating expenses of $59,662, commissions of $31,300, and payroll related expenses of $6,951, partially offset by an increase in consulting and professional fees of $19,866.

 

The decrease in other operating expenses consists primarily of approximately $21,000 in rent as a result of the more favorable September 2023 lease, and $27,000 related to insurance.  The decrease in commissions reflects the decrease in sales and that sales were to distributors. 

 

The decrease in payroll related expenses is primarily due to a reduced headcount.

 

The increase in consulting and professional fees is primarily related to increased legal fees and public company costs offset by reduced accounting fees.

 

Other expense increased by $205,914 primarily due to reduction in accrued penalties of $53,251 for convertible notes payable in default, a decrease in interest expense of $107,207 and an increase in the losses associated with derivative liabilities of $366,642. Accrued penalties were removed in conjunction with the settlement of certain convertible notes payable. The decrease in interest expense is primarily related to the valuation of a trigger warrant in the 2023. period. All debt discount for notes issued prior to Jan 1,2024 has been fully amortized in 2023.

 

As a result of the foregoing, we recorded a net loss of $724,643 for the three months ended September 30, 2024, compared to a net loss of $376,720 for the three months ended September 30, 2023. The decrease in net loss is primarily attributed to the increased loss from operations and the increase in other expense.

 

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

 

   

2024

   

2023

 

Net Sales

  $ 570,415     $ 997,213  

Cost of goods sold:

    149,128       222,652  

Gross profit

    421,287       774,561  

Operating Expenses

    1,209,048       2,616,531  
                 

Loss from operations

    (787,759 )     (1,841,970 )

Other expense

    (541,922 )     (450,619 )

Net Loss

  $ (1,329,681 )   $ (2,292,589 )

 

January 1, 2024 through September 30, 2024 Compared to January 1, 2023 through September 30, 2023

 

Our sales totaled $570,415 for the nine months ended September 30, 2024 and $997,213 for the nine months ended September 30, 2023, a decrease of $426,798 or 43%. The decrease is primarily related to a decrease in units sold as well as a reduction in average selling price. Unit sales have decreased as the Company winds down the sale of its current product leading up to the introduction of the new Wellness Pro Infinity. In June 2024, the Company initiated its exchange program, allowing current customers to submit deposits for the new Wellness Pro Infinity. Deposits totaling $764,125 have been collected as of September 30, 2024 for the new product.

 

Cost of sales and gross margins for the nine months ended September 30, 2024 and for the nine months ended September 30, 2023 were $149,128 and 74% and $222,652 and 78% 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.

 

20

 

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

 

   

2024

   

2023

   

Change

 

Marketing

  $ 5,236     $ 26,700     $ (21,464 )

Commissions

    32,800       114,400       (81,600 )

Payroll related

    636,628       1,135,130       (491,001 )

Consulting and professional fees

    312,148       687,931       (375,783 )

Research and development

    -       289,934       (289,934 )

Other operating expenses

    222,234       362,436       (147,703 )
    $ 1,209,046     $ 2,616,531     $ (1,407,485 )

 

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

 

   

2024

   

2023

   

Change

 

Payroll related

          400,000       (400,000 )

Consulting and professional fees

    10,000       315,000       (305,000 )
    $ 10,000     $ 715,000     $ (705,000 )

 

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 $1,209,046 for the nine months ended September 30, 2024 and $2,126,326 for the nine months ended September 30, 2023, a decrease of $1,407,485 or about 54%.

 

The change is primarily due to a $491,001 decrease in payroll related costs of, which $400,000 is stock-based compensation, a $375,783 decrease in consulting and professional fees, of which $305,000 is stock-based compensation, decreased research and development costs of $289,934, decreased commissions of $81,600 and decreased other operating costs of $147,703.

 

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.

 

The non -stock based compensation decrease in payroll related costs consists primarily of reduced employee headcount and no CEO bonus earned in the 2024 period.

 

The nonstock-based compensation decrease in consulting and professional fees includes, $30,000 related to the resignation of one of the Company’s directors as of July 1, 2023, as well as reduced legal, accounting and other public company related expenses.

 

The decrease in research and development costs relates to payments made under its product development agreement as new milestones were met in the 2023 period and not in the 2024 period. The decrease in other operating expenses consists primarily of $46,000 in reduced travel, $30,000 related to insurance, $18,000 related to outside services, $10,000 in fees related to convertible note payable conversions and $42,000 related to rent following the 2023 sale of the building. The decrease in commissions reflects the reduction in sales including a larger percentage sold to distributors.

 

Other expense increased by $91,303 primarily due to a change in accrued penalties of $726,951 for convertible notes payable in default, and a decrease in interest expense of $662,274, partially offset by and an increase in losses associated with derivative liabilities of $286,852, and by the $1,193,676 gain from the 2023 sale of the building. Accrued penalties were removed in conjunction with the settlement of certain convertible notes payable. The decrease in interest expense is primarily due to $370,000 of additional amortized debt discount and $263,476 related to the valuation of certain trigger warrants for matured convertible notes payable in the 2023 period. All debt discount for notes issued prior to Jan 1,2024 has been fully amortized in 2023.

 

As a result of the foregoing, we recorded a net loss of $1,329,681 for the nine months ended September 30, 2024, compared to a net loss of $2,292,589 for the nine months ended September 30, 2023. The decrease in net loss is primarily attributed to a decreased loss from operations.

 

21

 

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 30,2024 our cash and cash equivalents decreased by $52,895 reflecting cash used in operations of $80,263 and provided by financing activities of $27,638. At September 30, 2024, the Company had a working capital deficit of $3,787,034 and cash on hand of $34,809. 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 the sale of the Company’s building of $1,894,588. At September 30, 2023, the Company had a working capital deficit of $2,237,432 and cash on hand of $138,477.

 

Operating Activities

 

Cash flows used in operating activities totaled $80,263 for the nine months ended September 30, 2024 as compared to cash flows used of $1,366,445 or the nine months ended September 30, 2023. The change in cash flows used in operating activities is primarily the result of a a decrease in the loss from operations, an increase in customer deposits and a decrease in accrued liabilities.

 

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 2024 period.

 

Financing Activities

 

Cash flows provided by financing activities totaled $27,638 for the nine months ended September 30, 2024 as compared to cash flows used in financing activities of $608,386 for the nine months ended September 30, 2023. The cash flows provided in the 2024 period relate to the net proceeds from a convertible debt financing. 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.

 

In March and April 2024, the Company entered into settlement agreements with two of its lenders for amounts in default under the October 2021, February 2022, March 2022 and September 2022 convertible promissory notes. The settlement agreements have been accounted for as debt modifications. (See Note 6). Principal of $1.238,101 and accrued interest of $165,734 are covered by the agreements and subject to the following settlement terms:

 

 

Certain outstanding warrants are to be cancelled without consideration.

 

 

The maturity date has been extended to September 25, 2025.

 

 

Interest rate is capped at 12% per annum.

 

 

Default penalties accrued up to the settlement date are no longer due and from the effective date forward are amended to 115% from 125%. Default penalties totaling approximately $3,000 and $337,000 have been reversed and recorded as other income in the Company’s statement of operations for the three months and nine months ended September 30, 2024, respectively.

 

22

 

 

All payments will be applied first to outstanding principal and will include the note holders’ pro-rata share of $400 - $600 per unit, from futures sales of the Company’s Wellness ProPlus Infinity units.

 

 

Conversions of outstanding principal are limited to $30,000 per calendar month through December 31, 2024, and may be waived under certain conditions and after such date.

 

As of September 30, 2024, and separately, the Company is in default of a matured convertible promissory note, issued to a lender on August 8, 2022, with principal and interest due in the amounts of $93,000 and $51,099, respectively. The convertible note 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 150%. The amount of approximately $72,000 in default penalties has been accrued and is recorded in the Company’s balance sheet as of September 30, 2024, for this lender. The Company is in negotiations with the lender to reform the note in default.

 

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.

 

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, 2024 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, 2024. 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.

 

23

 

 

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. There were no changes in such controls during the nine months ended September 30, 2024.

 

24

 

 

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 one of the Company’s lenders that could possibly exceed $5,000. As of the date of this filing, the lender 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 note, including the payment of principal, accrued interest, default interest, and legal fees, multiplied by 150% is being sought. During the nine months ended September 30, 2024, the note holder has applied default conversion rates to outstanding principal, interest, and default amounts under the notes. The Company has accrued all default interest under the note. The Company is in negotiations with the lender to reform the note in default. With respect to the unasserted claims by and between the Company and the noteholder, 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.

 

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.

 

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.

 

25

 

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.

 

26

 

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.

 

27

 

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.

 

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.

 

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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.

 

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.

 

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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.

 

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.

 

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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.

 

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.

 

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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.

 

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.

 

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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.

 

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.

 

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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.

 

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.

 

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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.

 

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.

 

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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.

 

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.

 

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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.

 

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.

 

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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.

 

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.

 

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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.

 

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.

 

39

 

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.

 

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.

 

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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 from a 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.

 

On March 26, 2024, Mast Hill Fund, LP converted $23,660.51 of principal into 23,196,579 common shares from a convertible note dated February 11, 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 April 29, 2024, Mast Hill Fund, LP converted $21,221.72 of principal into 20,805,607 common shares from a convertible note dated February 11, 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.

 

41

 

On May 6, 2024, Mast Hill Fund, LP converted $25,900.13 of principal into 25,392,288 common shares from a convertible note dated October 13, 2021. 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 concerning the issuance of the restricted stock. Mast Hill was an “accredited investor” and/or “sophisticated investor” under Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties, and information regarding 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 regarding the offer or sale of the restricted securities. Mast Hill acquired the restricted common stock for its account, for investment purposes, and not with a view to public resale or distribution thereof within the meaning of the Securities Act.

 

On May 23, 2024, Mast Hill Fund, LP converted $4,099.87 of principal into 4,019,480 common shares from a convertible note dated October 13, 2021. 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 concerning the issuance of the restricted stock. Mast Hill was an “accredited investor” and/or “sophisticated investor” under Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties, and information regarding 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 regarding the offer or sale of the restricted securities. Mast Hill acquired the restricted common stock for its account, for investment purposes, and not with a view to public resale or distribution thereof within the meaning of the Securities Act.

 

On June 3, 2024, Mast Hill Fund, LP converted $27,397.13 of principal into 26,859,935 common shares from a convertible note dated October 13, 2021. 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 concerning the issuance of the restricted stock. Mast Hill was an “accredited investor” and/or “sophisticated investor” under Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties, and information regarding 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 regarding the offer or sale of the restricted securities. Mast Hill acquired the restricted common stock for its account, for investment purposes, and not with a view to public resale or distribution thereof within the meaning of the Securities Act.

 

On June 6, 2024, Mast Hill Fund, LP converted $2,602.87 of principal into 2,551,833 common shares from a convertible note dated October 13, 2021. 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 concerning the issuance of the restricted stock. Mast Hill was an “accredited investor” and/or “sophisticated investor” under Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties, and information regarding 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 regarding the offer or sale of the restricted securities. Mast Hill acquired the restricted common stock for its account, for investment purposes, and not with a view to public resale or distribution thereof within the meaning of the Securities Act.

 

On July 1, 2024, Mast Hill Fund, LP converted $28,894.13 of principal into 28,327,582 common shares from a convertible note dated September 28, 2022. 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 concerning the issuance of the restricted stock. Mast Hill was an “accredited investor” and/or “sophisticated investor” under Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties, and information regarding 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 regarding the offer or sale of the restricted securities. Mast Hill acquired the restricted common stock for its account, for investment purposes, and not with a view to public resale or distribution thereof within the meaning of the Securities Act.

 

On August 2, 2024, Mast Hill Fund, LP converted $30,000.00 of principal into 29,411,764 common shares from a convertible note dated September 28, 2022. 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 concerning the issuance of the restricted stock. Mast Hill was an “accredited investor” and/or “sophisticated investor” under Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties, and information regarding 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 regarding the offer or sale of the restricted securities. Mast Hill acquired the restricted common stock for its account, for investment purposes, and not with a view to public resale or distribution thereof within the meaning of the Securities Act.

 

42

 

On August 9, 2024, Jefferson Street Capital, LLC, converted convert $12,500.00 of principal and $750.00 in fees, totaling $13,250.00 from a convertible note issued August 8, 2022, into 26,500,000 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.

 

On September 3, 2024, Mast Hill Fund, LP converted $30,000.00 of principal into 60,000,000 common shares from a convertible note dated September 28, 2022. 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 concerning the issuance of the restricted stock. Mast Hill was an “accredited investor” and/or “sophisticated investor” under Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties, and information regarding 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 regarding the offer or sale of the restricted securities. Mast Hill acquired the restricted common stock for its account, for investment purposes, and not with a view to public resale or distribution thereof within the meaning of the Securities Act.

 

On September 4, 2024, the Company issued fifteen million shares of restricted common stock to PCG Advisory in consideration for services rendered, pursuant to the Company’s Equity Incentive Plan. The issuance of these shares was conducted in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), which exempts transactions by an issuer not involving any public offering. PCG Advisory acquired these shares for its own account and for investment purposes, without any intent to resell or distribute the shares in the public market, and not with a view to public resale or distribution in violation of the Securities Act. As a recipient of restricted stock, PCG Advisory has acknowledged the transfer restrictions applicable under the Securities Act and has represented to the Company that it is an accredited investor, as defined in Rule 501(a) of Regulation D of the Securities Act, with sufficient sophistication and experience to evaluate the merits and risks of this investment.

 

On October 1, 2024, Mast Hill Fund, LP converted $18,111.86 of principal into 36,223,726 common shares from a convertible note dated September 28, 2022. 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 concerning the issuance of the restricted stock. Mast Hill was an “accredited investor” and/or “sophisticated investor” under Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties, and information regarding 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 regarding the offer or sale of the restricted securities. Mast Hill acquired the restricted common stock for its account, for investment purposes, and not with a view to public resale or distribution thereof within the meaning of the Securities Act.

 

On October 2, 2024, Mast Hill Fund, LP converted $11,888.14 of principal into 23,776,280 common shares from a convertible note dated September 28, 2022. 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 concerning the issuance of the restricted stock. Mast Hill was an “accredited investor” and/or “sophisticated investor” under Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties, and information regarding 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 regarding the offer or sale of the restricted securities. Mast Hill acquired the restricted common stock for its account, for investment purposes, and not with a view to public resale or distribution thereof within the meaning of the Securities Act.

 

On November 1, 2024, Mast Hill Fund, LP converted $20,604.324 of principal into 41,208,640 common shares from a convertible note dated September 28, 2022. 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 concerning the issuance of the restricted stock. Mast Hill was an “accredited investor” and/or “sophisticated investor” under Section 501(a)(b) of the Securities Act, who provided the Company with representations, warranties, and information regarding 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 regarding the offer or sale of the restricted securities. Mast Hill acquired the restricted common stock for its account, for investment purposes, and not with a view to public resale or distribution thereof within the meaning of the Securities Act.

 

43

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable

 

 

ITEM 5. OTHER INFORMATION

 

 

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(i)   Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on August 8, 2024, increasing the authorized common shares to 5 billion, one million and one shares.   Incorporated by reference from the Company’s 8-K filed August 9, 2024.

 

44

 

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.

         

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

         

10.14

 

March 25, 2024 Mutual Settlement and Release Agreement, Mast Hill Fund LP

 

Incorporated by reference from the Company’s Form 10-K filed May 1, 2024

         

10.15

 

April 3, 2024 Mutual Settlement and Release Agreement, Blue Lake Partners, LLC

 

Incorporated by reference from the Company’s Form 10-K filed May 1, 2024

         

31.1

 

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

 

Filed herewith.

 

45

 

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

 

Inline XBRL Instance Document

   
         

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

   
         

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

   
         

101.DEF

 

Inline XBRL Taxonomy Extension Definitions Linkbase Document

   
         

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

   
         

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

   
         

104

 

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

   

 

46

 

 

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 19, 2024

 

 

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)

 

47

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, 2024, 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 19, 2024

 

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, 2024, for 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 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;

 

(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 19, 2024

 

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, 2024, 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 19, 2024

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.

 

 
v3.24.3
Document And Entity Information - shares
9 Months Ended
Sep. 30, 2024
Nov. 19, 2024
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
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 16413 N. 91st Street  
Entity Address, Address Line Two Ste. C140  
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(b) Security Common Stock  
Trading Symbol EMED  
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 true  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding (in shares)   855,039,093
Entity Central Index Key 0001715819  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Amendment Flag false  
v3.24.3
Balance Sheets (Current Period Unaudited) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 34,809 $ 87,704
Accounts receivable 7,251 4,399
Inventories 24,256 68,517
Prepaid expenses and other current assets 239,045 288,565
Total current assets 305,361 449,185
Right of use asset 113,747 149,493
Property and equipment, net 149,705 149,705
Total assets 568,813 748,383
Current liabilities:    
Accounts payable 225,810 239,481
Credit cards payable 31,780 28,097
Accrued expenses and other current liabilities 629,592 916,971
Customer deposits 764,125 197,325
Convertible promissory notes, net of discount of $8,868 and $0, respectively 1,391,058 1,393,601
Lease liability, current portion 54,989 48,745
Derivative liabilities- convertible promissory notes 1,258,493 532,334
Total current liabilities 4,355,847 3,356,554
Long-term liabilities:    
Government debt, net of current portion 150,000 150,000
Lease liability, net of current portion 64,329 106,200
Other liabilities 3,399 8,416
Total liabilities 4,573,575 3,621,170
Commitments and Contingencies  
Stockholders’ deficit    
Common stock, $.00001 par value, 5,000,000,000 shares authorized; 725,351,276 and 463,286,208 shares outstanding at September 30, 2024 and December 31, 2023, respectively 7,252 4,631
Additional paid-in-capital 24,022,415 23,827,330
Accumulated deficit (28,799,429) (27,469,748)
Total stockholders’ deficit (4,004,762) (2,872,787)
Total liabilities and stockholders’ deficit 568,813 748,383
Series A Preferred Stock [Member]    
Stockholders’ deficit    
Preferred stock 365,000 365,000
Series B Preferred Stock [Member]    
Stockholders’ deficit    
Preferred stock $ 400,000 $ 400,000
v3.24.3
Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Common Stock, Par or Stated Value Per Share (in dollars per share) $ 0.00001 $ 0.00001
Common Stock, Shares Authorized (in shares) 5,000,000,000 5,000,000,000
Common Stock, Shares, Outstanding (in shares) 725,351,276 463,286,208
Series A Preferred Stock [Member]    
Preferred Stock, Par or Stated Value Per Share (in dollars per share) $ 0.00001 $ 0.00001
Preferred Stock, Shares Authorized (in shares) 1,000,000 1,000,000
Preferred Stock, Shares Outstanding (in shares) 1,000,000 1,000,000
Series B Preferred Stock [Member]    
Preferred Stock, Par or Stated Value Per Share (in dollars per share) $ 0.00001 $ 0.00001
Preferred Stock, Shares Authorized (in shares) 1 1
Preferred Stock, Shares Outstanding (in shares) 1 1
Convertible Notes Payable [Member]    
Debt Instrument, Unamortized Discount, Current $ 8,868 $ 0
v3.24.3
Statement of Operations (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Net sales $ 42,526 $ 323,613 $ 570,415 $ 997,213
Cost of sales 11,881 72,437 149,128 222,652
Gross profit 30,645 251,176 421,287 774,561
Selling, general and administrative expenses 411,683 490,205 1,209,046 2,616,531
Loss from operations (381,038) (239,029) (787,759) (1,841,970)
Other income (expense)        
Interest expense (54,914) (162,121) (172,535) (834,809)
Gain on sale of fixed asset 0 0 0 1,193,676
Change in fair value of derivative liabilities (338,698) 63,069 (677,633) (63,889)
Gain (loss) on derivative liabilities 46,486 11,361 (28,705) (355,597)
Other income (expense) 3,521 (50,000) 336,951 (390,000)
Total other income (expense) (343,605) (137,691) (541,922) (450,619)
Net income (loss) (724,643) (376,720) (1,329,681) (2,292,589)
Net loss attributable to common stockholders $ (724,643) $ (376,720) $ (1,329,681) $ (2,292,589)
Weighted average shares outstanding – basic and diluted (in shares) 681,000,979 466,219,492 571,229,584 348,089,518
Weighted average loss per share – basic and diluted (in dollars per share) $ (0) $ (0) $ (0) $ (0.01)
v3.24.3
Statements of Stockholders' Deficit (Unaudited) - USD ($)
Preferred Stock [Member]
Series A Preferred Stock [Member]
Preferred Stock [Member]
Series B Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance at Dec. 31, 2022 $ 365,000 $ 0 $ 1,896 $ 22,237,300 $ (24,825,041) $ (2,220,845)
Balance (in shares) at Dec. 31, 2022 1,000,000 0 189,784,529      
Net loss $ 0 $ 0 $ 0 0 (456,063) (456,063)
Shares issued for consulting services $ 0 $ 0 $ 350 314,650 0 315,000
Shares issued for consulting services (in shares) 0 0 35,000,000      
Share issued as CEO compensation $ 0 $ 400,000 $ 0 0 0 400,000
Share issued as CEO compensation (in shares) 0 1 0      
Shares issued in conjunction with settlement reset $ 0 $ 0 $ 461 697,539 0 698,000
Shares issued in conjunction with settlement reset (in shares) 0 0 46,102,156      
Cashless warrant exercises $ 0 $ 0 $ 180 (180)   0
Cashless warrant exercises (in shares) 0 0 18,000,000      
Trigger warrants issued $ 0 $ 0 $ 0 160,000   160,000
Conversion of convertible promissory note $ 0 $ 0 $ 50 49,950 0 50,000
Conversion of convertible promissory note (in shares) 0 0 5,000,000      
Settlement of stock -based compensation liabilities $ 0 $ 0 $ 30 20,970 0 21,000
Settlement of stock -based compensation liabilities (in shares) 0 0 3,000,000      
Balance at Mar. 31, 2023 $ 365,000 $ 400,000 $ 2,967 23,480,229 (25,281,104) (1,032,908)
Balance (in shares) at Mar. 31, 2023 1,000,000 1 296,886,685      
Balance at Dec. 31, 2022 $ 365,000 $ 0 $ 1,896 22,237,300 (24,825,041) (2,220,845)
Balance (in shares) at Dec. 31, 2022 1,000,000 0 189,784,529      
Net loss           (2,292,589)
Balance at Sep. 30, 2023 $ 365,000 $ 400,000 $ 4,713 23,835,454 (27,121,091) (2,515,924)
Balance (in shares) at Sep. 30, 2023 1,000,000 1 471,495,856      
Balance at Mar. 31, 2023 $ 365,000 $ 400,000 $ 2,967 23,480,229 (25,281,104) (1,032,908)
Balance (in shares) at Mar. 31, 2023 1,000,000 1 296,886,685      
Net loss $ 0 $ 0 $ 0 0 (1,459,806) (1,459,806)
Conversion of convertible promissory note $ 0 $ 0 $ 1,315 209,376 0 210,691
Conversion of convertible promissory note (in shares) 0 0 131,532,211      
Conversion true-up $ 0 $ 0 $ 41 (41) 0 0
Conversion true-up (in shares) 0 0 4,075,000      
Warrant reset $ 0 $ 0 $ 0 3,461 (3,461) 0
Balance at Jun. 30, 2023 $ 365,000 $ 400,000 $ 4,323 23,693,025 (26,744,371) (2,282,023)
Balance (in shares) at Jun. 30, 2023 1,000,000 1 432,493,896      
Net loss $ 0 $ 0 $ 0 0 (376,720) (376,720)
Trigger warrants issued 0 0 0 103,476 0 103,476
Conversion of convertible promissory note $ 0 $ 0 $ 390 38,953 0 39,343
Conversion of convertible promissory note (in shares) 0 0 39,001,960      
Balance at Sep. 30, 2023 $ 365,000 $ 400,000 $ 4,713 23,835,454 (27,121,091) (2,515,924)
Balance (in shares) at Sep. 30, 2023 1,000,000 1 471,495,856      
Balance at Dec. 31, 2023 $ 365,000 $ 400,000 $ 4,631 23,827,330 (27,469,748) (2,872,787)
Balance (in shares) at Dec. 31, 2023 1,000,000 1 463,286,208      
Conversion of convertible promissory notes, accrued interest and derivative liabilities $ 0 $ 0 $ 232 20,645 0 20,877
Conversion of convertible promissory notes, accrued interest and derivative liabilities (in shares) 0 0 23,196,579      
Net loss $ 0 $ 0 $ 0 0 (836,274) (836,274)
Balance at Mar. 31, 2024 $ 365,000 $ 400,000 $ 4,863 23,847,975 (28,306,022) (3,688,184)
Balance (in shares) at Mar. 31, 2024 1,000,000 1 486,482,787      
Balance at Dec. 31, 2023 $ 365,000 $ 400,000 $ 4,631 23,827,330 (27,469,748) (2,872,787)
Balance (in shares) at Dec. 31, 2023 1,000,000 1 463,286,208      
Net loss           (1,329,681)
Shares issued for consulting services           $ 10,500
Shares issued for consulting services (in shares)           15,000,000
Balance at Sep. 30, 2024 $ 365,000 $ 400,000 $ 7,252 24,022,415 (28,799,429) $ (4,004,762)
Balance (in shares) at Sep. 30, 2024 1,000,000 1 725,351,276      
Balance at Mar. 31, 2024 $ 365,000 $ 400,000 $ 4,863 23,847,975 (28,306,022) (3,688,184)
Balance (in shares) at Mar. 31, 2024 1,000,000 1 486,482,787      
Conversion of convertible promissory notes, accrued interest and derivative liabilities $ 0 $ 0 $ 796 56,207 0 57,003
Conversion of convertible promissory notes, accrued interest and derivative liabilities (in shares) 0 0 79,629,143      
Net loss $ 0 $ 0 $ 0 0 231,236 231,236
Balance at Jun. 30, 2024 $ 365,000 $ 400,000 $ 5,659 23,904,182 (28,074,786) (3,399,945)
Balance (in shares) at Jun. 30, 2024 1,000,000 1 566,111,930      
Conversion of convertible promissory notes, accrued interest and derivative liabilities $ 0 $ 0 $ 1,443 107,883 0 109,326
Conversion of convertible promissory notes, accrued interest and derivative liabilities (in shares) 0 0 144,239,346      
Net loss $ 0 $ 0 $ 0 0 (724,643) (724,643)
Shares issued for consulting services $ 0 $ 0 $ 150 10,350 0 10,500
Shares issued for consulting services (in shares) 0 0 15,000,000      
Balance at Sep. 30, 2024 $ 365,000 $ 400,000 $ 7,252 $ 24,022,415 $ (28,799,429) $ (4,004,762)
Balance (in shares) at Sep. 30, 2024 1,000,000 1 725,351,276      
v3.24.3
Statements of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash flows from operating activities:    
Net loss $ (1,329,681) $ (2,292,589)
Adjustments to reconcile net loss to net cash used in operating activities:    
Stock-based compensation expense 10,500 715,000
Depreciation and amortization 0 4,557
Amortization of right of use asset 35,746 5,412
Amortization of debt discount and warrant expense 10,631 639,431
Change in fair value of derivative liabilities 677,633 63,889
Loss on derivatives 28,705 355,597
Gain on sale of fixed assets 0 (1,193,676)
Other 752 876
Change in operating assets and liabilities:    
Accounts receivable (2,852) 244
Inventories 44,261 (69,249)
Prepaid expenses and other current assets 49,520 (56,145)
Accounts payable (13,671) 10,970
Credit cards payable 3,683 (10,503)
Accrued expenses and other current liabilities (126,663) 547,319
Customer deposits 566,800 (87,488)
Lease liability (35,627) 0
Net cash used in operating activities (80,263) (1,366,445)
Cash flows from investing activities:    
Purchase of property and equipment 0 (149,705)
Sale of property and equipment 0 1,894,588
Net cash provided by investing activities 0 1,744,883
Cash flows from financing activities:    
Repayments on bank debt 0 (522,401)
Issuance of convertible promissory notes 130,000 0
Repayments on convertible promissory notes (102,632) (85,985)
Net cash provided by (used in) provided by financing activities 27,368 (608,386)
Net increase in cash and cash equivalents (52,895) (229,948)
Cash and cash equivalents, beginning of period 87,704 368,425
Cash and cash equivalents, end of period 34,809 138,477
Supplemental disclosures of cash flow information:    
Interest 19,599 36,901
Income taxes 0 0
Non-cash investing and financing activities:    
Settlement of stock-based compensation liabilities 0 719,000
Conversion of convertible promissory notes, derivatives and accrued interest into shares of common stock 187,206 300,034
Right of use asset and lease liability $ 0 $ 164,408
v3.24.3
Note 1 - Organization and Nature Of Business
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

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.

 

v3.24.3
Note 2 - Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Significant Accounting Policies [Text Block]

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. We have reclassified certain amounts in prior-period financial statements to conform to the current period’s presentation. 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, 2023. The results of operations for the nine months ended September 30, 2024, 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 $25.0 million of accumulated net losses. In addition, during the nine months ended September 30, 2024, the Company used $80,263 in operations and had a working capital deficit of $3,787,034. These factors, among others, 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, 2024.

 

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 September 30, 2024 and December 31, 2023 the sales returns allowance was $2,340 and $6,990, respectively.

 

Certain larger customers pay in advance for future shipments. These advance payments totaled $764,125 and $197,325 at September 30, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, deferred revenue of $11,846 and $20,787 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 SEPTEMBER 30,

 
   

2024

   

2023

   

2024

   

2023

 

Customer A

    75.8 %     23.7 %     42.9 %     19.9 %

Customer B

          12.9 %           11.3 %

Customer C

                       

Customer E

          13.9              

 

Amounts due these customers totaled $42 at both September 30, 2024 and December 31, 2023. There were no amounts due from these customers at both September 30, 2024 and December 31, 2023. Customer deposits on hand from these customers totaled $116,250 and $70,950 at September 30 and December 31, 2023, respectively. The loss of these customers would have a significant impact on the operations and cash flows of the Company.

 

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,

 
   

2024

   

2023

   

2024

   

2023

 

Supplier A

          40.2 %     59.5 %     24.7 %

Supplier B

    45.6 %     -       10.9 %     -  

Supplier D

          -             67.5 %

Supplier E

    -       16.1 %     -       -  

Supplier F

    54.4 %     43.8 %     22.8 %      

 

There were no amounts outstanding due these suppliers at September 30, 2024 and December 31, 2023. 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.

 

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.

 

The following table presents changes during the nine months ended September 30, 2024 in Level 3 liabilities measured at fair value on a recurring basis:

 

Fair value- December 31, 2023

  $ 532,334  

Derivative liabilities in conjunction with settlement of convertible promissory notes

    165,917  

Conversion of convertible promissory notes

    (117,391 )

Change in fair value of derivative liabilities

    677,633  

Fair value- September 30, 2024

  $ 1,258,493  

 

The levels of the fair value hierarchy into which the Company’s assets and liabilities fall as of September 30, 2024, are as follows:

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

Liabilities

                               
                                 

Derivative liabilities – convertible promissory notes

  $     $     $ 1,258,493     $ 1,258,493  
                                 

Total fair value

  $     $     $ 1,258,493     $ 1,258,493  

 

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, 2024 and December 31, 2023, 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-month periods ended September 30, 2024 and 2023, were recorded on a net basis. Included in accrued expenses at both September 30, 2024 and December 31, 2023 is approximately $61,000 related to sales taxes.

 

Warranty

 

The Company warrants 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, 2024 and December 31, 2023 of $13,080 and $16,642, 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 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, 2024, management determined that there were no variable lease costs.

 

Net earnings (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.

 

Conversion of outstanding warrants, certain accrued liabilities and convertible promissory notes at September 30, 2024 may result in an estimated 3,067,437,033 additional shares of common stock outstanding

 

COVID19

 

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.

 

v3.24.3
Note 3 - Property and Equipment
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Property, Plant and Equipment Disclosure [Text Block]

NOTE 3.

PROPERTY AND EQUIPMENT

 

Property and equipment consisted of the following as of:

 

   

September 30,

   

December 31,

 
   

2024

   

2023

 

Building

  $     $  

Tooling

    149,705       149,705  

Furniture and equipment

    24,987       24,987  
      174,692       174,692  

Less: accumulated depreciation and amortization

    (24,987 )     (24,987 )
    $ 149,705     $ 149,705  

 

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 for the three-month periods ended September 30, 2024 and 2023. Depreciation and amortization expense related to property and equipment was $0 and $4,557 the nine months ended September 30, 2024 and 2023, respectively. Depreciation and amortization are included in selling, general and administrative expenses on the accompanying statements of operations.

 

v3.24.3
Note 4 - Notes Payable
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Debt Disclosure [Text Block]

NOTE 4.

NOTES PAYABLE

 

Convertible Promissory Notes

 

The aggregate of convertible promissory notes is as follows:

 

   

September 30,

   

December 31,

 

Convertible promissory notes

 

2024

   

2023

 

Principal balance

  $ 1,399,927     $ 1,393,601  

Debt discount balance

    (8,869 )      

Net Notes balance

  $ 1,391,058     $ 1,393,601  

 

The Net Notes balance at September 30, 2024 is comprised of the following:

 

   

Principal

   

Debt Discount

   

Net

 

Pre 2020

  $ 50,000     $     $ 50,000  

October 2021

    30,639             30,639  

February 2022

    8,351             8,351  

March 2022

    342,472             342,472  

August 2022

    93,000             93,000  

September 2022

    828,597             828,597  

March 2024

    46,868       (8,869 )     37,999  
    $ 1,399,927     $ (8,869 )   $ 1,391,058  

 

The Net Notes balance at December 31, 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  

 

In March and April 2024, the Company entered into settlement agreements with two of its lenders for amounts in default under the October 2021, February 2022, March 2022 and September 2022 convertible promissory notes. The settlement agreements have been accounted for as debt modifications. (See Note 6). Principal of $1,238,101 and accrued interest of $165,734 are covered by the agreements and subject to the following settlement terms:

 

 

Certain outstanding warrants are to be cancelled without consideration.

 

 

The maturity date has been extended to September 25, 2025.

 

 

Interest rate is capped at 12% per annum.

 

 

Default penalties accrued up to the settlement date are no longer due and from the effective date forward are amended to 115% from 125%. Default penalties totaling $337,000 have been reversed and recorded as other income in the Company’s statement of operations for the nine months ended September 30, 2024.

 

 

All payments will be applied first to outstanding principal and will include the note holders’ pro-rata share of $400 - $600 per unit, from futures sales of the Company’s Wellness ProPlus Infinity units.

 

 

Conversions of outstanding principal are limited to $30,000 per calendar month through December 31, 2024 and may be waived under certain conditions and after such date.

 

As of September 30, 2024, and separately, the Company is in default of a matured convertible promissory note, issued to a lender on August 8, 2022, with principal and interest due in the amounts of $93,000 and $51,099, respectively. The convertible note 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 150%. The amount of approximately $72,000 in default penalties has been accrued and is recorded in the Company’s balance sheet as of September 30, 2024 for this lender. The Company is in negotiations with the lender to reform the note in default.

 

In March 2024, the Company borrowed $149,500 in conjunction with an unsecured promissory note with an investor. Proceeds of $130,000 include an original issue discount of $19,500. An up-front interest charge at twelve percent (12%) of the principal will be added to the principal balance for an outstanding balance of $167,440 to be paid in nine monthly payments of $18,604 beginning April 15, 2024. The note matures on December 15, 2024. At any time following an event of default, the investor shall have the right, to convert all or any part of the outstanding and unpaid amount of the note into fully paid and non-assessable shares of common stock. The note may be converted at a 35% discount to trading prices during the 10 days prior to conversion.

 

v3.24.3
Note 5 - Long-Term Debt
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Long-Term Debt [Text Block]

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 $1,418 for the three months ended September 30, 2024 and 2023, respectively. Interest expense totaled $4,222 and $4,207 for the nine months ended September 30, 2024 and 2023, respectively.

 

v3.24.3
Note 6 - Derivative Liabilities
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Derivative Instruments and Hedging Activities Disclosure [Text Block]

NOTE 6.

DERIVATIVE LIABILITIES

 

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 March and April 2024, the Company entered into settlement agreements with two of its lenders for amounts in default under the October 2021, February 2022, March 2022 and September 2022 convertible promissory notes. The settlement agreements resulted in a net increase in derivative liabilities totaling $165,917 which has been recorded as a loss on derivative liabilities in the Company’s statement of operations.

 

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, 2024:

 

Fair value- December 31, 2023

  $ 532,334  

Derivative liabilities in conjunction with settlement of convertible promissory notes

    165,917  

Conversion of convertible promissory notes

    (117,391 )

Change in fair value of derivative liabilities

    677,633  

Fair value- September 30, 2024

  $ 1,258,493  

 

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

 

Market value of common stock

  $ 0.0005 - .0050  

Expected volatility

    99.5 - 268.0 %

Expected term (in years)

    0.25 - 1.5  

Risk-free interest rate

    4.12 - 5.21 %

 

v3.24.3
Note 7 - Related Party Transactions
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]

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.

 

No bonus was earned by the Company’s CEO for the nine months ended September 30, 2024. The remaining $39,500 bonus accrued as of December 31, 2023, was paid as of September 30, 2024.

 

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 $89,154 has been recorded as, of which $ 22,000 was paid as of September 30, 2024. Accrued salary may be converted at any time into shares of the Company’s common stock at a discount of 25% of the market value on the date of conversion.

 

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 the advisor as board of director fees for the six months ended June 30, 2023.On July 1, 2023, the advisor resigned from the board.

 

Compensation totaling $5,000 per month has been recorded for an employee as board of director fees for the nine -month period ended September 30, 2024.

 

v3.24.3
Note 8 - Stockholders' Deficit
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Equity [Text Block]

NOTE 8.

STOCKHOLDERS DEFICIT

 

On August 6, 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 1,999,000,000 to 5,000,000,000.

 

During the nine months ended September 30, 2024, holders of convertible promissory notes converted $206,276 of principal into 247,065,068 shares of common stock at $0.0005- $0.00102 per share.

 

During the nine months ended September 30, 2024, the Company issued 15,000,000 shares of common stock under its Equity Incentive Plan at $0.0007 per share. The shares were issued in connection with an agreement for financial and strategic advisory consulting services. Based on the Company’s closing price on the issuance date, the fair market value of the shares was determined to be $10,500 and has been recorded as selling, general, and administrative expense in the statement of operations.

 

v3.24.3
Note 9 - Stock Options and Warrants
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

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 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, 2024.

 

Warrants

 

As of September 30, 2024, 160,500,000 outstanding warrants were cancelled without consideration in conjunction with a settlement agreement. See Note 4.

 

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, 2024:

 

Date Issued     Exercise Price       Number Outstanding   Expiration Date

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

  $ 0.0005       3,336,843  

August 10, 2027

September 29, 2022

  $ 0.0005       2,780,690  

September 29,2027

February 11, 2023

  $ 0.0005       500,000  

February 11, 2028

              16,167,533    

 

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, 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

  $ 0.00102       3,336,843  

August 10, 2027

September 29, 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    

 

v3.24.3
Note 10 - Commitments and Contingencies
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

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 $16,236 under the current lease during both the three and nine - month periods ended September 30, 2024.

 

The following outlines the maturities of our operating lease liabilities for the periods ending June 30,

 

2025

  $ 66,243  

2026

  $ 68,231  

2027

  $ 17,183  

Total lease payments

  $ 151,657  

Less imputed interest

  $ (20,095 )
         

Total

  $ 131,562  

 

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.

 

As of September 30, 2024, the Company is in default of a matured convertible promissory note, issued to a lender on August 8, 2022, with principal and interest due in the amounts of $93,000 and $51,099, respectively. See Note 4.

 

v3.24.3
Note 11 - Subsequent Events
9 Months Ended
Sep. 30, 2024
Notes to Financial Statements  
Subsequent Events [Text Block]

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.

 

As of November 19, 2024, holders of convertible promissory notes converted $60,000 of principal into 120,000,000 shares of common stock at $0.0005 per share.

 

 

v3.24.3
Insider Trading Arrangements
9 Months Ended
Sep. 30, 2024
Insider Trading Arr Line Items  
Material Terms of Trading Arrangement [Text Block]

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Arrangement Adopted [Flag] false
Rule 10b5-1 Arrangement Terminated [Flag] false
Non-Rule 10b5-1 Arrangement Adopted [Flag] false
Non-Rule 10b5-1 Arrangement Terminated [Flag] false
v3.24.3
Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of Accounting, Policy [Policy Text Block]

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. We have reclassified certain amounts in prior-period financial statements to conform to the current period’s presentation. 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, 2023. The results of operations for the nine months ended September 30, 2024, are not necessarily indicative of the results that may be expected for the full year.

 

Use of Estimates, Policy [Policy Text Block]

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 [Policy Text Block]

Going Concern

 

Since inception, the Company has incurred approximately $25.0 million of accumulated net losses. In addition, during the nine months ended September 30, 2024, the Company used $80,263 in operations and had a working capital deficit of $3,787,034. These factors, among others, 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, 2024.

Revenue from Contract with Customer [Policy Text Block]

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 September 30, 2024 and December 31, 2023 the sales returns allowance was $2,340 and $6,990, respectively.

 

Certain larger customers pay in advance for future shipments. These advance payments totaled $764,125 and $197,325 at September 30, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, deferred revenue of $11,846 and $20,787 is recorded, respectively, in current and long-term liabilities in the accompanying balance sheets, in connection with these extended warranties.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

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 SEPTEMBER 30,

 
   

2024

   

2023

   

2024

   

2023

 

Customer A

    75.8 %     23.7 %     42.9 %     19.9 %

Customer B

          12.9 %           11.3 %

Customer C

                       

Customer E

          13.9              

 

Amounts due these customers totaled $42 at both September 30, 2024 and December 31, 2023. There were no amounts due from these customers at both September 30, 2024 and December 31, 2023. Customer deposits on hand from these customers totaled $116,250 and $70,950 at September 30 and December 31, 2023, respectively. The loss of these customers would have a significant impact on the operations and cash flows of the Company.

 

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,

 
   

2024

   

2023

   

2024

   

2023

 

Supplier A

          40.2 %     59.5 %     24.7 %

Supplier B

    45.6 %     -       10.9 %     -  

Supplier D

          -             67.5 %

Supplier E

    -       16.1 %     -       -  

Supplier F

    54.4 %     43.8 %     22.8 %      

 

There were no amounts outstanding due these suppliers at September 30, 2024 and December 31, 2023. 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.

Fair Value of Financial Instruments, Policy [Policy Text Block]

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.

 

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.

 

The following table presents changes during the nine months ended September 30, 2024 in Level 3 liabilities measured at fair value on a recurring basis:

 

Fair value- December 31, 2023

  $ 532,334  

Derivative liabilities in conjunction with settlement of convertible promissory notes

    165,917  

Conversion of convertible promissory notes

    (117,391 )

Change in fair value of derivative liabilities

    677,633  

Fair value- September 30, 2024

  $ 1,258,493  

 

The levels of the fair value hierarchy into which the Company’s assets and liabilities fall as of September 30, 2024, are as follows:

 

   

Level 1

   

Level 2

   

Level 3

   

Total

 

Liabilities

                               
                                 

Derivative liabilities – convertible promissory notes

  $     $     $ 1,258,493     $ 1,258,493  
                                 

Total fair value

  $     $     $ 1,258,493     $ 1,258,493  

 

Inventory, Policy [Policy Text Block]

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, 2024 and December 31, 2023, 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 Tax [Policy Text Block]

Sales Taxes

 

Sales taxes for the three-month periods ended September 30, 2024 and 2023, were recorded on a net basis. Included in accrued expenses at both September 30, 2024 and December 31, 2023 is approximately $61,000 related to sales taxes.

 

Standard Product Warranty, Policy [Policy Text Block]

Warranty

 

The Company warrants 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, 2024 and December 31, 2023 of $13,080 and $16,642, respectively. The expense is included in cost of sales in the statements of operations and within accrued expenses on the accompanying balance sheets.

 

Lessee, Leases [Policy Text Block]

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 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, 2024, management determined that there were no variable lease costs.

 

Earnings Per Share, Policy [Policy Text Block]

Net earnings (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.

 

Conversion of outstanding warrants, certain accrued liabilities and convertible promissory notes at September 30, 2024 may result in an estimated 3,067,437,033 additional shares of common stock outstanding

 

COVID-19 [Policy Text Block]

COVID19

 

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.

 

New Accounting Pronouncements, Policy [Policy Text Block]

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.

v3.24.3
Note 2 - Summary of Significant Accounting Policies (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedules of Concentration of Risk, by Risk Factor [Table Text Block]
   

THREE MONTHS ENDED SEPTEMBER 30,

   

NINE MONTHS ENDED SEPTEMBER 30,

 
   

2024

   

2023

   

2024

   

2023

 

Customer A

    75.8 %     23.7 %     42.9 %     19.9 %

Customer B

          12.9 %           11.3 %

Customer C

                       

Customer E

          13.9              
   

THREE MONTHS ENDED SEPTEMBER 30,

   

NINE MONTHS ENDED SEPTEMBER 30,

 
   

2024

   

2023

   

2024

   

2023

 

Supplier A

          40.2 %     59.5 %     24.7 %

Supplier B

    45.6 %     -       10.9 %     -  

Supplier D

          -             67.5 %

Supplier E

    -       16.1 %     -       -  

Supplier F

    54.4 %     43.8 %     22.8 %      
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

Fair value- December 31, 2023

  $ 532,334  

Derivative liabilities in conjunction with settlement of convertible promissory notes

    165,917  

Conversion of convertible promissory notes

    (117,391 )

Change in fair value of derivative liabilities

    677,633  

Fair value- September 30, 2024

  $ 1,258,493  
Fair Value, by Balance Sheet Grouping [Table Text Block]
   

Level 1

   

Level 2

   

Level 3

   

Total

 

Liabilities

                               
                                 

Derivative liabilities – convertible promissory notes

  $     $     $ 1,258,493     $ 1,258,493  
                                 

Total fair value

  $     $     $ 1,258,493     $ 1,258,493  
v3.24.3
Note 3 - Property and Equipment (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Property, Plant and Equipment [Table Text Block]
   

September 30,

   

December 31,

 
   

2024

   

2023

 

Building

  $     $  

Tooling

    149,705       149,705  

Furniture and equipment

    24,987       24,987  
      174,692       174,692  

Less: accumulated depreciation and amortization

    (24,987 )     (24,987 )
    $ 149,705     $ 149,705  
v3.24.3
Note 4 - Notes Payable (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Convertible Debt [Table Text Block]
   

September 30,

   

December 31,

 

Convertible promissory notes

 

2024

   

2023

 

Principal balance

  $ 1,399,927     $ 1,393,601  

Debt discount balance

    (8,869 )      

Net Notes balance

  $ 1,391,058     $ 1,393,601  
   

Principal

   

Debt Discount

   

Net

 

Pre 2020

  $ 50,000     $     $ 50,000  

October 2021

    30,639             30,639  

February 2022

    8,351             8,351  

March 2022

    342,472             342,472  

August 2022

    93,000             93,000  

September 2022

    828,597             828,597  

March 2024

    46,868       (8,869 )     37,999  
    $ 1,399,927     $ (8,869 )   $ 1,391,058  
   

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  
v3.24.3
Note 6 - Derivative Liabilities (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Derivative Liabilities at Fair Value [Table Text Block]

Fair value- December 31, 2023

  $ 532,334  

Derivative liabilities in conjunction with settlement of convertible promissory notes

    165,917  

Conversion of convertible promissory notes

    (117,391 )

Change in fair value of derivative liabilities

    677,633  

Fair value- September 30, 2024

  $ 1,258,493  
Schedule Of Fair Value Of Derivative Liabilities Valuation Assumptions [Table Text Block]

Market value of common stock

  $ 0.0005 - .0050  

Expected volatility

    99.5 - 268.0 %

Expected term (in years)

    0.25 - 1.5  

Risk-free interest rate

    4.12 - 5.21 %
v3.24.3
Note 9 - Stock Options and Warrants (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]
Date Issued     Exercise Price       Number Outstanding   Expiration Date

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

  $ 0.0005       3,336,843  

August 10, 2027

September 29, 2022

  $ 0.0005       2,780,690  

September 29,2027

February 11, 2023

  $ 0.0005       500,000  

February 11, 2028

              16,167,533    
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

  $ 0.00102       3,336,843  

August 10, 2027

September 29, 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    
v3.24.3
Note 10 - Commitments and Contingencies (Tables)
9 Months Ended
Sep. 30, 2024
Notes Tables  
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block]

2025

  $ 66,243  

2026

  $ 68,231  

2027

  $ 17,183  

Total lease payments

  $ 151,657  

Less imputed interest

  $ (20,095 )
         

Total

  $ 131,562  
v3.24.3
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Accumulated Net Loss $ 25,000,000    
Net Cash Provided by (Used in) Operating Activities (80,263) $ (1,366,445)  
Working Capital Deficit $ (3,787,034)    
Right Of Return Period 30 days    
Sales Returns Allowance $ 2,340   $ 6,990
Customer deposits $ 764,125   197,325
Product Warranty Obligation, Term 3 years    
Extended Product Warranty Accrual $ 11,846   20,787
Inventory Valuation Reserves 0   0
Sales and Excise Tax Payable 61,000   61,000
Standard Product Warranty Accrual 13,080   16,642
Variable Lease, Cost $ 0    
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) 3,067,437,033    
Purchase Commitment [Member] | Supplier Concentration Risk [Member]      
Accounts Payable $ 0   0
Customers A, B, C, and E [Member]      
Customer deposits 116,250   70,950
Accounts Payable 42   42
Accounts Receivable, after Allowance for Credit Loss $ 0   $ 0
Minimum [Member]      
Product Warranty Obligation, Extended Term 1 year    
Maximum [Member]      
Product Warranty Obligation, Extended Term 3 years    
v3.24.3
Note 2 - Summary of Significant Accounting Policies - Schedule of Significant Customer Sales (Details)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer A [Member]        
Concentration percentage 75.80% 23.70% 42.90% 19.90%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer B [Member]        
Concentration percentage 0.00% 12.90% 0.00% 11.30%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer C [Member]        
Concentration percentage 0.00% 0.00% 0.00% 0.00%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer E [Member]        
Concentration percentage 0.00% 13.90% 0.00% 0.00%
Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier A [Member]        
Concentration percentage 0.00% 40.20% 59.50% 24.70%
Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier B [Member]        
Concentration percentage 45.60% 0.00% 10.90% 0.00%
Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier D [Member]        
Concentration percentage 0.00% 0.00% 0.00% 67.50%
Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier E [Member]        
Concentration percentage 0.00% 16.10% 0.00% 0.00%
Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier F [Member]        
Concentration percentage 54.40% 43.80% 22.80% 0.00%
v3.24.3
Note 2 - Summary of Significant Accounting Policies - Schedule of Liabilities Measured at Fair Value On A Recurring Basis (Details)
9 Months Ended
Sep. 30, 2024
USD ($)
Fair value $ 532,334
Derivative liabilities in conjunction with settlement of convertible promissory notes 165,917
Conversion of convertible promissory notes (117,391)
Change in fair value of derivative liabilities 677,633
Fair value $ 1,258,493
v3.24.3
Note 2 - Summary of Significant Accounting Policies - Schedule of Fair Value Hierarchy of Company Assets And Liabilities (Details)
Sep. 30, 2024
USD ($)
Derivative liabilities – convertible promissory notes $ 1,258,493
Total fair value 1,258,493
Fair Value, Inputs, Level 1 [Member]  
Derivative liabilities – convertible promissory notes 0
Total fair value 0
Fair Value, Inputs, Level 2 [Member]  
Derivative liabilities – convertible promissory notes 0
Total fair value 0
Fair Value, Inputs, Level 3 [Member]  
Derivative liabilities – convertible promissory notes 1,258,493
Total fair value $ 1,258,493
v3.24.3
Note 3 - Property and Equipment (Details Textual) - USD ($)
3 Months Ended 9 Months Ended
Mar. 15, 2023
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Proceeds from Sale of Property, Plant, and Equipment       $ 0 $ 1,894,588
Gain (Loss) on Disposition of Property Plant Equipment $ 1,193,676 $ 0 $ 0 0 1,193,676
Depreciation, Depletion and Amortization   $ 0 $ 0 $ 0 $ 4,557
Bank Debt [Member] | Building [Member]          
Disposal Group, Including Discontinued Operation, Consideration 2,000,000        
Proceeds from Sale of Property, Plant, and Equipment $ 1,363,818        
v3.24.3
Note 3 - Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Property and equipment, gross $ 174,692 $ 174,692
Less: accumulated depreciation and amortization (24,987) (24,987)
Property, Plant and Equipment, Net 149,705 149,705
Building [Member]    
Property and equipment, gross 0 0
Tools, Dies and Molds [Member]    
Property and equipment, gross 149,705 149,705
Furniture and Fixtures [Member]    
Property and equipment, gross $ 24,987 $ 24,987
v3.24.3
Note 4 - Notes Payable (Details Textual)
1 Months Ended 2 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Mar. 31, 2024
USD ($)
Apr. 30, 2024
USD ($)
$ / shares
Mar. 31, 2024
USD ($)
Sep. 30, 2024
USD ($)
Dec. 31, 2023
USD ($)
Convertible Notes Payable [Member]          
Debt Instrument, Face Amount $ 149,500   $ 149,500    
Debt Instrument, Maturity Date Dec. 15, 2024        
Debt Instrument, Interest Rate, Stated Percentage 12.00%   12.00%    
Proceeds from Issuance of Debt $ 130,000        
Debt Instrument, Unamortized Discount 19,500   $ 19,500 $ 8,869 $ (0)
Principal balance 167,440   $ 167,440 1,399,927 $ 1,393,601
Debt Instrument, Periodic Payment $ 18,604        
Debt Instrument, Convertible, Percentage Of Discount     35.00%    
Debt Instrument, Convertible, Threshold Trading Days 10        
Settlement Agreements [Member]          
Debt Instrument, Face Amount   $ 1,238,101      
Interest Payable   $ 165,734      
Debt Instrument, Maturity Date   Sep. 25, 2025      
Debt Instrument, Default Penalties, Accrued Rate Percentage   115.00%     125.00%
Debt Instrument, Penalty Amount Reversed       337,000  
Debt Instrument, Maximum Conversions of Principal Per Month   $ 30,000      
Settlement Agreements [Member] | Maximum [Member]          
Debt Instrument, Interest Rate, Stated Percentage   12.00%      
Debt Instrument, Repaid, Principal, Per Unit (in dollars per share) | $ / shares   $ 600      
Settlement Agreements [Member] | Minimum [Member]          
Debt Instrument, Repaid, Principal, Per Unit (in dollars per share) | $ / shares   $ 400      
Convertible Notes Payable Issued August 2022 [Member]          
Debt Instrument, Debt Default, Amount       93,000  
Debt Instrument, Default, Accrued Interest       $ 51,099  
Debt Instrument Legal Interest Rate On Default Of Payment       150.00%  
Debt Default, Penalty Amount       $ 72,000  
Debt Instrument, Unamortized Discount       (0) $ (0)
Principal balance       $ 93,000 $ 105,500
v3.24.3
Note 4 - Notes Payable - Schedule of Aggregate of Convertible Promissory Notes (Details) - USD ($)
Sep. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Convertible Notes Payable Issued Pre 2020 [Member]      
Principal balance $ 50,000   $ 50,000
Debt discount balance 0   0
Net Notes balance 50,000   50,000
Convertible Notes Payable Issued October 2021 [Member]      
Principal balance 30,639   73,336
Debt discount balance 0   0
Net Notes balance 30,639   73,336
Convertible Notes Payable Issued February 2022 [Member]      
Principal balance 8,351   44,882
Debt discount balance 0   0
Net Notes balance 8,351   44,882
Convertible Note Payable Issued March 2022 [Member]      
Principal balance 342,472   305,500
Debt discount balance 0   0
Net Notes balance 342,472   305,500
Convertible Notes Payable Issued August 2022 [Member]      
Principal balance 93,000   105,500
Debt discount balance 0   0
Net Notes balance 93,000   105,500
Convertible Notes Payable Issued September 2022 [Member]      
Principal balance 828,597   814,383
Debt discount balance 0   0
Net Notes balance 828,597   814,383
Convertible Notes Payable Issued March 2024 [Member]      
Principal balance 46,868    
Debt discount balance (8,869)    
Net Notes balance 37,999    
Convertible Notes Payable [Member]      
Principal balance 1,399,927 $ 167,440 1,393,601
Debt discount balance (8,869) $ (19,500) 0
Net Notes balance $ 1,391,058   $ 1,393,601
v3.24.3
Note 5 - Long-Term Debt (Details Textual) - Economic Injury Disaster Loan [Member] - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended
Jun. 30, 2020
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Proceeds from Issuance of Long-Term Debt $ 150,000        
Debt Instrument, Interest Rate, Stated Percentage 3.75%        
Debt Instrument, Periodic Payment $ 731        
Interest Expense, Debt   $ 1,418 $ 1,418 $ 4,222 $ 4,207
v3.24.3
Note 6 - Derivative Liabilities (Details Textual)
9 Months Ended
Sep. 30, 2024
USD ($)
Derivative, Loss on Derivative $ 165,917
Derivative Financial Instruments, Liabilities [Member]  
Derivative, Loss on Derivative $ 165,917
v3.24.3
Note 6 - Derivative Liabilities - Schedule of Derivative Liabilities At Fair Value (Details)
9 Months Ended
Sep. 30, 2024
USD ($)
Fair value $ 532,334
Derivative, Loss on Derivative 165,917
Conversion of convertible promissory notes (117,391)
Change in fair value of derivative liabilities 677,633
Fair value 1,258,493
Derivative Financial Instruments, Liabilities [Member]  
Fair value 532,334
Derivative, Loss on Derivative 165,917
Conversion of convertible promissory notes (117,391)
Change in fair value of derivative liabilities 677,633
Fair value $ 1,258,493
v3.24.3
Note 6 - Derivative Liabilities - Schedule of Fair Value of The Derivative Liabilities (Details)
Sep. 30, 2024
Measurement Input, Commodity Market Price [Member] | Minimum [Member]  
Derivative, measurement input 0.0005
Measurement Input, Commodity Market Price [Member] | Maximum [Member]  
Derivative, measurement input 0.005
Measurement Input, Price Volatility [Member] | Minimum [Member]  
Derivative, measurement input 0.995
Measurement Input, Price Volatility [Member] | Maximum [Member]  
Derivative, measurement input 2.68
Measurement Input, Expected Term [Member] | Minimum [Member]  
Derivative, measurement input 0.25
Measurement Input, Expected Term [Member] | Maximum [Member]  
Derivative, measurement input 1.5
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member]  
Derivative, measurement input 0.0412
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]  
Derivative, measurement input 0.0521
v3.24.3
Note 7 - Related Party Transactions (Details Textual) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended 9 Months Ended
Jul. 15, 2023
Jul. 14, 2023
Feb. 28, 2023
Jan. 31, 2023
Sep. 30, 2024
Mar. 31, 2023
Jun. 30, 2023
Sep. 30, 2024
Dec. 31, 2023
Stock Issued During Period, Shares, Issued for Services (in shares)               15,000,000  
Common Stock, Par or Stated Value Per Share (in dollars per share)         $ 0.00001     $ 0.00001 $ 0.00001
Stock Issued During Period, Value, Issued for Services         $ 10,500 $ 315,000   $ 10,500  
Chief Executive Officer [Member]                  
Bonus Expense               0  
Accrued Bonuses                 $ 39,500
Payment Of Cash Bonuses               39,500  
Related Party Transaction Annual Base Salary $ 265,000 $ 365,000              
Accrued Salaries                 $ 89,154
Deferred Compensation Arrangement with Individual, Distribution Paid               $ 22,000  
Accrued Salary Conversion Into Shares Percentage Of Discount On Market Value Of Shares               25.00%  
Chief Executive Officer [Member] | Series B Preferred Stock [Member]                  
Stock Issued During Period, Shares, New Issues (in shares)       1          
Compensation Expense, Excluding Cost of Good and Service Sold       $ 400,000          
Advisor [Member]                  
Compensation Fee Per Month As Board Of Director Fee             $ 5,000    
Advisor [Member] | Employee And Consultant Stock Ownership Plan [Member]                  
Stock Issued During Period, Shares, Issued for Services (in shares)     35,000,000            
Common Stock, Par or Stated Value Per Share (in dollars per share)     $ 0.01            
Stock Issued During Period, Value, Issued for Services     $ 315,000            
Employee [Member]                  
Compensation Fee Per Month As Board Of Director Fee               $ 5,000  
v3.24.3
Note 8 - Stockholders' Deficit (Details Textual) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Mar. 31, 2023
Sep. 30, 2024
Aug. 06, 2024
Aug. 05, 2024
Dec. 31, 2023
Common Stock, Shares Authorized (in shares) 5,000,000,000   5,000,000,000 5,000,000,000 1,999,000,000 5,000,000,000
Stock Issued During Period, Shares, Issued for Services (in shares)     15,000,000      
Shares Issued, Price Per Share (in dollars per share) $ 0.0007   $ 0.0007      
Stock Issued During Period, Value, Issued for Services $ 10,500 $ 315,000 $ 10,500      
Conversion Of Promissory Notes Into Common Stock [Member]            
Debt Conversion, Original Debt, Principal Amount     $ 206,276      
Debt Conversion, Converted Instrument, Shares Issued     247,065,068      
Conversion Of Promissory Notes Into Common Stock [Member] | Minimum [Member]            
Debt Instrument, Convertible, Conversion Price $ 0.0005   $ 0.0005      
Conversion Of Promissory Notes Into Common Stock [Member] | Maximum [Member]            
Debt Instrument, Convertible, Conversion Price $ 0.00102   $ 0.00102      
v3.24.3
Note 9 - Stock Options and Warrants (Details Textual) - shares
9 Months Ended
Sep. 30, 2024
Dec. 31, 2017
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross 0  
Class Of Warrant Or Right Cancelled During Period (in shares) 160,500,000  
Employee And Consultant Stock Ownership Plan [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares)   50,000,000
Employee And Consultant Stock Ownership Plan [Member] | Share-Based Payment Arrangement, Option [Member]    
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) 10 years  
v3.24.3
Note 9 - Stock Options and Warrants - Schedule of Warrants Outstanding (1) (Details) - $ / shares
Sep. 30, 2024
Dec. 31, 2023
Warrants, outstanding (in shares) 16,167,533 176,838,431
Warrants One [Member]    
Warrants, exercise price (in dollars per share) $ 0.52 $ 0.00102
Warrants, outstanding (in shares) 100,000 170,898
Warrants, expiration date May 01, 2025  
Warrant Two [Member]    
Warrants, exercise price (in dollars per share) $ 0.025 $ 0.52
Warrants, outstanding (in shares) 9,000,000 100,000
Warrants, expiration date Oct. 01, 2026  
Warrant Three [Member]    
Warrants, exercise price (in dollars per share) $ 0.025 $ 0.025
Warrants, outstanding (in shares) 450,000 9,000,000
Warrants, expiration date Oct. 17, 2024  
Warrant Four [Member]    
Warrants, exercise price (in dollars per share) $ 0.0005 $ 0.025
Warrants, outstanding (in shares) 3,336,843 450,000
Warrants, expiration date Aug. 10, 2027  
Warrant Five [Member]    
Warrants, exercise price (in dollars per share) $ 0.0005 $ 0.00102
Warrants, outstanding (in shares) 2,780,690 3,336,843
Warrants, expiration date Sep. 29, 2027  
Warrant Six [Member]    
Warrants, exercise price (in dollars per share) $ 0.0005 $ 0.00102
Warrants, outstanding (in shares) 500,000 2,780,690
Warrants, expiration date Feb. 11, 2028  
Warrants Seven [Member]    
Warrants, exercise price (in dollars per share)   $ 0.00102
Warrants, outstanding (in shares)   500,000
Warrants Eight [Member]    
Warrants, exercise price (in dollars per share)   $ 0.00102
Warrants, outstanding (in shares)   12,500,000
Warrants Nine [Member]    
Warrants, exercise price (in dollars per share)   $ 0.00102
Warrants, outstanding (in shares)   148,000,000
v3.24.3
Note 10 - Commitments and Contingencies (Details Textual)
1 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2024
USD ($)
Commitment For Product Development     $ 300,000
Amount For Commitment For Product Development Paid     $ 150,000
Lessee Operating Lease Base Rent Per Month $ 5,280    
Lessee, Operating Lease, Renewal Term   3 years 3 years
Lessee, Operating Lease, Discount Rate   12.40% 12.40%
Operating Lease, Cost   $ 16,236 $ 16,236
Loss Contingency, Pending Claims, Number   0 0
Loss Contingency, Benchmark     $ 5,000
Convertible Notes Payable Issued August 2022 [Member]      
Debt Instrument, Debt Default, Amount   $ 93,000 93,000
Debt Instrument, Default, Accrued Interest   $ 51,099 $ 51,099
v3.24.3
Note 10 - Commitments and Contingencies - Schedule of Operating Lease Liabilities (Details)
Sep. 30, 2024
USD ($)
2025 $ 66,243
2026 68,231
2027 17,183
Total lease payments 151,657
Less imputed interest (20,095)
Total $ 131,562
v3.24.3
Note 11 - Subsequent Events (Details Textual) - Conversion Of Promissory Notes Into Common Stock [Member] - USD ($)
9 Months Ended
Nov. 13, 2024
Sep. 30, 2024
Debt Conversion, Original Debt, Principal Amount   $ 206,276
Debt Conversion, Converted Instrument, Shares Issued   247,065,068
Subsequent Event [Member]    
Debt Conversion, Original Debt, Principal Amount $ 60,000  
Debt Conversion, Converted Instrument, Shares Issued 120,000,000  
Debt Instrument, Convertible, Conversion Price $ 0.0005  

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