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

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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 March 31, 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

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. 91^st 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 June 13, 2024, 566,111,930 shares of common stock were outstanding.

Table of Contents

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION

Item 1.	UNAUDITED FINANCIAL STATEMENTS:	3

	BALANCE SHEETS AS OF MARCH 31, 2024 AND DECEMBER 31, 2023	3

	STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023	4

	STATEMENTS OF STOCKHOLDERS’ DEFICIT FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023	6

	STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 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	19

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	42

Item 4.	MINE SAFETY DISCLOSURE	42

Item 5.	OTHER INFORMATION	43

Item 6.	EXHIBITS	43

SIGNATURES		46

Table of Contents

ITEM 1. FINANCIAL STATEMENTS

ELECTROMEDICAL TECHNOLOGIES, INC.

BALANCE SHEETS

(UNAUDITED)


	March 31, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	78,843	$	87,704
Accounts receivable		3,501		4,399
Inventories		46,561		68,517
Prepaid expenses and other current assets		290,470		288,565
Total current assets		419,375		449,185
Right of use asset		137,942		149,493
Property and equipment, net		149,705		149,705
Total assets	$	707,022	$	748,383

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:
Accounts payable	$	241,970	$	239,481
Credit cards payable		27,077		28,097
Accrued expenses and other current liabilities		603,630		916,971
Customer deposits		185,275		197,325
Convertible promissory notes, net of discount of $0 and $375,865, respectively		1,629,559		1,393,601
Lease liability, current portion		50,762		48,745
Derivative liabilities- convertible promissory notes		1,408,002		532,334
Total current liabilities		4,146,275		3,356,554

Long-term liabilities:
Government debt, net of current portion		150,000		150,000
Lease liability, net of current portion		92,671		106,200
Other liabilities		6,260		8,416
Total liabilities		4,395,206		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 March 31, 2024 and December 31, 2023		400,000		400,000
Common stock, $.00001 par value, 1,999,000,000 shares authorized; 486,482,787 and 463,286,208 shares outstanding at March 31, 2024 and December 31, 2023, respectively		4,863		4,631
Additional paid-in-capital		23,847,975		23,827,330
Accumulated deficit		(28,306,022)		(27,469,748)
Total stockholders’ deficit		(3,688,184)		(2,872,787)
Total liabilities and stockholders’ deficit	$	707,022	$	748,383

The accompanying notes are an integral part of these financial statements

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ELECTROMEDICAL TECHNOLOGIES, INC.

STATEMENTS OF OPERATIONS


	THREE MONTHS ENDED MARCH 31,
	2024		2023
Net sales	$	290,244	$	378,646

Cost of sales		72,857		87,696

Gross profit		217,387		290,950

Selling, general and administrative expenses		372,263		1,552,488

Loss from operations		(154,876)		(1,261,538)

Other income (expense)
Interest expense		(59,320)		(388,201)
Change in fair value of derivative liabilities		(676,374)		—
Gain on sale of fixed assets		—		1,193,676
Gain (loss) on derivative liabilities		(196,510)		—
Other income		250,806		—
Total other expense		(681,398)		805,475

Net loss	$	(836,274)	$	(456,063)
Deemed dividend related to warrant resets		—		—
Net loss attributable to common stockholders	$	(836,274)	$	(456,063)

Weighted average shares outstanding - basic and diluted		464,815,653		240,567,805
Weighted average loss per share - basic and diluted	$	(.002)	$	(.002)

The accompanying notes are an integral part of these financial statements

Table of Contents

ELECTROMEDICAL TECHNOLOGIES, INC.

STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 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)

The accompanying notes are an integral part of these financial statements

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ELECTROMEDICAL TECHNOLOGIES, INC.

STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2023

(UNAUDITED)


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

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

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

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

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

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

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

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

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

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

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ELECTROMEDICAL TECHNOLOGIES, INC.

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31,

(UNAUDITED)


	2024		2023
Cash flows from operating activities:
Net loss	$	(836,274)	$	(456,063)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		—		715,000
Depreciation and amortization		—		4,557
Amortization of right of use asset		11,551		—
Amortization of debt discount and warrant expense		—		320,204
Change in fair value of derivative liabilities		676,374		—
Loss on derivatives		196,510		—
Gain on sale of fixed assets		—		(1,193,676)
Other		—		876
Change in operating assets and liabilities:
Accounts receivable		898		3,618
Inventories		21,956		(97,643)
Prepaid expenses and other current assets		(1,905)		37,670
Accounts payable		2,489		276,900
Credit cards payable		(1,020)		(3,001)
Accrued expenses and other current liabilities		(205,378)		22,044
Customer deposits		(12,050)		(83,588)
Lease liability		(11,512)		—
Other liabilities		—		366
Net cash used in operating activities		(158,361)		(452,736)

Cash flows from investing activities:
Sale of property and equipment		—		1,894,588
Net cash provided by investing activities		—		1,894,588
Cash flows from financing activities:
Repayments on bank debt		—		(522,401)
Issuance of convertible promissory notes		149,500		—
Repayments on convertible promissory notes		—		(52,849)
Net cash provided by (used in) provided by financing activities		149,500		(575,250)

Net increase (decrease) in cash and cash equivalents		(8,861)		866,602

Cash and cash equivalents, beginning of period		87,704		368,425

Cash and cash equivalents, end of period	$	78,843	$	1,235,027

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	23,227	$	22,934
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	$	20,877	$	50,000

The accompanying notes are an integral part of these financial statements

Table of Contents

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 three months ended March 31, 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 $24.6 million of accumulated net losses. In addition, during the three months ended March 31, 2024, the Company used $158,361 in operations and had a working capital deficit of $3,726,900. 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 March 31, 2024.

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Revenue Recognition

Revenues are recognized in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, when performance obligations are satisfied through the transfer of promised goods to the Company’s customers. Control transfers upon shipment of product and when the title has been passed to the customers. This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance. Revenue is recorded net of sales taxes collected from customers on behalf of taxing authorities, allowance for estimated returns, chargebacks, and markdowns based upon management’s estimates and the Company’s historical experience. The Company’s liability for sales return refunds is recognized within other current liabilities, and an asset for the value of inventory which is expected to be returned is recognized within other current assets on the balance sheets. The Company generally allows a 30 day right of return to its customers. As of both March 31, 2024 and December 31, 2023 the sales returns allowance was $6,990.

Certain larger customers pay in advance for future shipments. These advance payments totaled $185,275 and $197,325 at March 31, 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 March 31, 2024 and December 31, 2023, deferred revenue of $17,424 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 MARCH 31,
	2024		2023
Customer A	34.8	%	18.8	%
Customer B	14.9	%	10.2	%
Customer F	11.2	%	—

Amounts due these customers totaled $14,142 and $12,442 at March 31, 2024 and December 31, 2023, respectively for commissions and reimbursements. Amounts due from these customers, totaled $297 and $594 at March 31, 2024 and December 31, 2023, respectively. Customer deposits on hand from these customers totaled $58,900 and $70,950 at March 31, 2024 and December 31, 2023, respectively. The loss of these customers would have a significant impact on the operations and cash flows of the Company.

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


	THREE MONTHS ENDED MARCH 31,
	2024		2023
Supplier A	69.9	%	64.0	%
Supplier D	—		25.5	%
Supplier F	17.8	%	—

There were no amounts outstanding due these suppliers at March 31, 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.

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The following table presents changes during the three months ended March 31, 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		213,957
Conversion of convertible promissory notes		(14,663)
Change in fair value of derivative liabilities		676,374
Fair value- March 31, 2024	$	1,408,002

The levels of the fair value hierarchy into which the Company’s assets and liabilities fall as of March 31, 2024, are as follows:


	Level 1		Level 2		Level 3		Total
Liabilities

Derivative liabilities – convertible promissory notes	$	—	$	—	$	1,408,002	$	1,408,002

Total fair value	$	—	$	—	$	1,408,002	$	1,408,002

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

Warranty

The Company warranties the sale of most of its products and records an accrual for estimated future claims. The standard warranty is typically for a period of three years. Such accruals are based upon historical experience and management’s estimate of the level of future claims. The Company recorded a liability as of March 31, 2024 and December 31,2023 of $15,595 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.

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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 March 31, 2024, management determined that there were no variable lease costs.

Net Loss per Share

Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the actual weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive. As all potentially dilutive securities are anti-dilutive as of March 31, 2024 and December 31, 2023, diluted net loss per share is the same as basic net loss per share for each period.

Conversion of outstanding warrants, certain accrued liabilities and convertible promissory notes at March 31, 2024 may result in an estimated 1,690,762,268 additional shares of common stock outstanding. At March 31, 2024, there are 1,999,000,000 common shares authorized and 486,482,787 outstanding. Management has agreed to amend its shares outstanding to meet the future requirements resulting from any of the above conversions.

COVID-19

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

Recently Issued Accounting Pronouncements

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

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NOTE 3.PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of:


	March 31,		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 and $4,557 the three months ended March 31, 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:


	March 31,		December 31,
Convertible promissory notes	2024		2023
Principal balance	$	1,648,204	$	1,393,601
Debt discount balance		(18,645)		—
Net Notes balance	$	1,629,559	$	1,393,601

The Net Notes balance at March 31, 2024 is comprised of the following:


	Principal		Debt Discount		Net
Pre 2020	$	50,000	$	—	$	50,000
October 2021		90,639		—		90,639
February 2022		29,573		—		29,573
March 2022		305,501		—		305,501
August 2022		105,500		—		105,500
September 2022		917,491		—		917,491
March 2024		149,500		(18,645)		130,855
	$	1,648,204	$	(18,645)	$	1,629,559

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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, 2024, the Company entered into a settlement agreement with one of its lenders for amounts in default under the October 2021, February 2022 and September 2022 convertible promissory notes. The settlement agreements have been accounted for as a debt modification. (See Note 6). Principal of $932,601 and accrued interest of $128,763 are covered by the agreement and subject to the following settlement terms:

●

Any and all 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%. Accrued default penalties totaling $251,000 and outstanding at December 31, 2023 have been reversed and recorded as other income in the Company’s statement of operations for the three months ended March 31, 2024.

●

All payments will be applied first to outstanding principal and will include the note holders’ pro-rata share of $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 March 31, 2024, and separately, the Company is in default of two matured convertible promissory notes, including defaults resulting from the Company’s sale of its real property on March 15, 2023, issued to two lenders on March 10, 2022, and August 8, 2022, with principal and interest due in the amounts of $342,070 and $145,354, respectively. The convertible notes included a cross-default and a cross-default provision which required the Company to remit payment of principal, accrued interest, default interest, and legal fees, multiplied by 125% and 150%, respectively. The amount of $158,000 in default penalties has been accrued and is recorded in the Company’s balance sheet as of March 31,2024, for these lenders. On April 3, 2024, the Company entered into a settlement agreement with the lender of the March 10,2022 convertible promissory note. The Company is in negotiations with the other lender to reform the note in default. See Note 11.

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

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payments, after which monthly principal and interest payments of $731 will be made through the maturity date of June 2050. Interest expense totaled $1,402 and $1,387 for the three months ended March 31, 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,2024, the Company entered into a settlement agreement with one of its lenders for amounts in default under the October 2021, February 2022 and September 2022 convertible promissory notes. The settlement agreement resulted in a net increase in derivative liabilities totaling $213,957 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 three months ended March 31, 2024:


Fair value- December 31, 2023	$	532,334
Derivative liabilities in conjunction with settlement of convertible promissory notes		213,957
Conversion of convertible promissory notes		(14,663)
Change in fair value of derivative liabilities		676,374
Fair value- March 31, 2024	$	1,408,002

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


	2023
Market value of common stock	$	0.0009
Expected volatility		181.2-200.3	%
Expected term (in years)		0.27-1.5
Risk-free interest rate		4.91-4.98	%

NOTE 7.RELATED PARTY TRANSACTIONS

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

The Company paid the Company’s CEO a bonus of $0 and $10,000 during the three months ended March 31,2024 and 2023, respectively.

Effective July 15, 2023, the Company’s board of directors executed a resolution whereby the CEO’s salary shall be reduced from $365,000 to $265,000 per year, with unpaid sums being accrued on the books of the Company and subject to an option in favor of the CEO to elect to convert the unpaid sums into shares of Company common stock. Accrued salary totaling $64,154 has been recorded as of March 31, 2024 and 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 three months ended March 31, 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 three -month period ended March 31, 2024.

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NOTE 8.STOCKHOLDERS’ DEFICIT

During the three months ended March 31, 2024, holders of convertible promissory notes converted $23,661 of principal into 23,196,579 shares of common stock at $0.00102 per share.

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 three months ended March 31, 2024.

Warrants

As of March 31, 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 March 31, 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	$	0.00102	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
			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

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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 the three months ended March 31, 2024.

The following outlines the maturities of our operating lease liabilities for the periods ending March 31,


2025	$	65,757
2026	$	67,730
2027	$	34,366
Total lease payments	$	167,853
Less imputed interest	$	(24,420)

Total	$	143,433

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 March 31, 2024, the Company is in default of two matured convertible promissory notes, including defaults resulting from the Company’s sale of its real property on March 15, 2023, issued to two lenders on March 10, 2022, and August 8, 2022, with principal and interest due in the amounts of $342,070 and $145,354, respectively. The convertible notes included a cross-default and a cross-default provision which required the Company to remit payment of principal, accrued interest, default interest, and legal fees, multiplied by 125% and 150%, respectively. The amount of $158,000 in default penalties has been accrued and recorded in the Company’s balance sheet as of March 31,2024, for these lenders. On April 3, 2024, the Company entered into a settlement agreement with the lender of the March 10,2022 convertible promissory note. The Company is in negotiations with the other lender to reform the note in default. See Note 11.

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